UNITED ~~STATES~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

SECURITIESFORM AND EXCHANGE COMMISSION8-K

~~Washington,~~CURRENT ~~D.C. 20549~~REPORT

~~FORM~~Pursuant ~~8-K~~to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT~~Date ~~REPORT~~of Report (Date of earliest event reported): August 06, 2025

~~PURSUANT~~TKO TOGROUP ~~SECTION~~HOLDINGS, ~~13 OR 15(d)~~INC.

OF(Exact ~~THE~~name ~~SECURITIES~~of ~~EXCHANGE~~Registrant ~~ACT~~as OFSpecified ~~1934~~in Its Charter)

Date of report (Date of earliest event reported): June 12, 2025


Delaware	001-41797	92-3569035
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

200 Fifth Ave, 7th Floor
New York, New York		10010
(Address of Principal Executive Offices)		(Zip Code)

~~TKO~~Registrant’s ~~Group~~Telephone ~~Holdings~~Number, ~~Inc.~~Including Area Code: 646-558-8333

~~(Exact~~Not ~~Name of Registrant as Specified in its Charter)~~Applicable

Delaware		001-41797		92-3569035
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

(Former Name or Former Address, if Changed Since Last Report)

200 Fifth Avenue, 7th Floor
New York, New York		10010
(Address of principal executive offices)		(Zip Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (~~646)~~17 ~~558-8333~~CFR 230.425)

~~(Registrant’s~~☐Soliciting ~~telephone~~material ~~number,~~pursuant ~~including~~to ~~area~~Rule ~~code~~14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~Not~~☐Pre-commencement ~~Applicable~~communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~(Former~~☐Pre-commencement ~~name~~communications orpursuant ~~former~~to ~~address,~~Rule if13e-4(c) ~~changed~~under ~~since~~the ~~last~~Exchange ~~report~~Act (17 CFR 240.13e-4(c))

~~Check~~Securities ~~the~~registered ~~appropriate~~pursuant ~~box below if the Form 8-K filing is intended~~ to ~~simultaneously~~Section ~~satisfy~~12(b) ~~the filing obligation~~ of the ~~registrant under any of the following provisions~~Act:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.00001 per share	TKO	The New York Stock Exchange

☐Indicate ~~Soliciting~~by ~~material~~check ~~pursuant~~mark towhether the registrant is an emerging growth company as defined in Rule ~~14a~~405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-122 ~~under~~of the Securities Exchange Act ~~(17~~of ~~CFR~~1934 (§ 240.~~14a~~12b-122 of this chapter).

☐Emerging ~~Pre-commencement~~growth ~~communications~~company ~~pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~☐

☐If ~~Pre-commencement~~an ~~communications~~emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to ~~Rule~~Section ~~13e-4~~13(ca) ~~under~~of the Exchange Act ~~(17 CFR 240~~.~~13e-4(c))~~ ☐

SecuritiesItem registered2.02 pursuantResults toof Section 12(b)Operations ofand theFinancial Act:Condition.

Title of each class		TradingSymbol(s)		Name of each exchangeon which registered
Class A Common Stock, $0.00001 par value per share		TKO		New York Stock Exchange

On August 6, 2025, TKO Group Holdings, Inc. (the “Company”) announced its financial results for the quarterly period ended June 30, 2025. In addition, the Company provided supplemental financial information based on the historical information of the Company for the fiscal years ended December 31, 2022, 2023 and 2024, each of the quarterly periods in fiscal 2024 and the quarterly periods ended March 31, 2025 and June 30, 2025 to retrospectively reflect the acquisition of Professional Bull Riders, On Location, and certain businesses operating under the IMG brand as a merger of entities under common control for such periods (collectively, the “Supplemental Historical Financial Information”). The full text of the press release and the Supplemental Historical Financial Information is furnished as Exhibit 99.1 and 99.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

~~Indicate~~The byinformation ~~check~~in ~~mark~~this ~~whether~~Current ~~the~~Report ~~registrant~~on isForm an8-K ~~emerging~~(including ~~growth~~Exhibits ~~company~~99.1 asand ~~defined~~99.2 inhereto) ~~Rule~~shall ~~405~~not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of ~~1933~~1934, ~~(§230.405~~as ofamended ~~this~~(the ~~chapter~~“Exchange Act”), or ~~Rule~~otherwise ~~12b-2~~subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, ofexcept ~~1934~~as ~~(§240.12b-2~~expressly ofset ~~this~~forth ~~chapter)~~by specific reference in such a filing.

EmergingItem growth9.01 company ☐Financial Statements and Exhibits.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Exhibit No.	Description

99.1	Press Release, dated August 6, 2025.

99.2	Supplemental Historical Financial Information, dated August 6, 2025.

104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~Item 5.07 Submission of Matters to a Vote of Security Holders.~~SIGNATURES

OnPursuant ~~June 12,~~to ~~2025, TKO Group Holdings, Inc. (~~the ~~“Company”)~~requirements ~~held its annual meeting~~ of ~~stockholders (~~the ~~“Annual~~Securities ~~Meeting”).~~Exchange AtAct ~~the~~of ~~Annual Meeting~~1934, ~~shares of Class A common stock and Class B common stock of~~ the ~~Company~~registrant ~~representing~~has ~~190,515,512~~duly ~~votes,~~caused orthis ~~approximately~~report ~~96.26% of voting power entitled~~ to ~~vote~~be atsigned ~~the~~on ~~Annual~~its ~~Meeting,~~behalf ~~voting as a single class, were present in person or represented~~ by ~~proxy. The following are~~ the ~~voting~~undersigned ~~results~~hereunto ~~for~~duly the proposals considered and voted upon at the Annual Meeting, each of which was described in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 25, 2025authorized.

Item 1 — Election of twelve directors to hold office until the Company’s annual meeting of stockholders to be held in 2026, and until their respective successors are duly elected and qualified.


			TKO GROUP HOLDINGS, INC.

Date:	August 6, 2025	By:	/s/ Andrew Schleimer
		Name: Title:	Andrew Schleimer Chief Financial Officer

NOMINEE	Votes FOR		Votes WITHHELD		Broker Non-Votes
Ariel Emanuel		166,206,261		17,331,444		6,977,807
Mark Shapiro		161,373,442		22,164,263		6,977,807
Peter C.B. Bynoe		165,134,211		18,403,494		6,977,807
Egon P. Durban		181,307,317		2,230,388		6,977,807
Dwayne Johnson		178,836,867		4,700,838		6,977,807
Bradley A. Keywell		182,022,090		1,515,615		6,977,807
Nick Khan		162,302,268		21,235,437		6,977,807
Steven R. Koonin		158,669,414		24,868,291		6,977,807
Jonathan A. Kraft		182,025,003		1,512,702		6,977,807
Sonya E. Medina		165,891,026		17,646,679		6,977,807
Nancy R. Tellem		182,363,492		1,174,213		6,977,807
Carrie Wheeler		172,723,960		10,813,745		6,977,807

Item 2 — Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

Votes FOR		Votes AGAINST		Votes ABSTAINED		Broker Non-Votes
190,379,850		69,549		66,113		0

Based on the foregoing votes, the twelve director nominees were elected and Item 2 was approved.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TKO GROUP HOLDINGS, INC. By: /s/ Andrew Schleimer Name: Andrew Schleimer Title: Chief Financial Officer

Date: June 13, 2025

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