UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

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

Endeavor Group Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-40373

83-3340169

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

9601 Wilshire Boulevard, 3rd Floor

Beverly Hills, California

90210

(Address of principal executive offices)

(Zip Code)

(310) 285-9000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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 (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

Class A Common Stock, $0.00001 par value per share

EDR

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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. ☐

Item 1.01

Entry into a Material Definitive Agreement.

As previously disclosed by Endeavor Group Holdings, Inc. (the “Company” or “Endeavor”), January Capital Holdco, LLC (the “Borrower”), a controlled subsidiary of the Company, is party to a Margin Loan Agreement dated as of September 13, 2024, by and between the Borrower, the lenders party thereto and the Administrative Agent and Calculation Agent named therein (as previously amended, the “Margin Loan Agreement”).

On March 12, 2025 (the “Closing Date”), the Borrower entered into a second amendment to the Margin Loan Agreement (the “Second Amendment”), increasing the facility size thereunder to $3.0 billion. The remaining $1.925 billion available under the Margin Loan Agreement, after giving effect to the Second Amendment, was drawn on the Closing Date. No additional securities were pledged as collateral under the Second Amendment. All other material terms of the Margin Loan Agreement as previously reported by the Company remain unchanged.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is incorporated into this Item 2.03 by reference.

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.


ENDEAVOR GROUP HOLDINGS, INC.

By:		/s/ Jason Lublin
Name:		Jason Lublin
Title:		Chief Financial Officer

Date: March 12, 2025

Endeavor Group Holdings, Inc. 8-K