RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2026

15. RELATED PARTY TRANSACTIONS

EGH and its subsidiaries

EGH and its subsidiaries (collectively, the “Group”), which collectively own approximately 63.9% of the voting interest in TKO as of March 31, 2026, provide various services to the Company and, upon consummation of the TKO Transactions, such services were provided pursuant to the Services Agreement which was terminated upon consummation of the Endeavor Asset Acquisition. Additionally, the Company and EGH entered into the Transition Services Agreement effective February 28, 2025. Revenue and expenses associated with such services are as follows (in thousands):


	Three Months Ended
	March 31,
	2026			2025
Event and other licensing revenues earned from the Group	$	40		$	1,369
Expenses incurred with the Group included in direct operating costs (1)		1,686			5,442
Expenses incurred with the Group included in selling, general and administrative expenses (2)		6,402			9,520
Interest expense (income) with the Group, net (3)		(46	)		(3,917	)
Net expense resulting from Group transactions included within net income (loss)	$	(8,002	)	$	(9,676	)

(1)

These expenses primarily consist of production and consulting services as well as commissions paid to the Group.

(2)

These expenses primarily consist of service fees paid to the Group. These service fees are costs related to representation, executive leadership, back-office and corporate functions and other management services provided by the Group. Beginning in March 2025 expenses associated with the Transition Services Agreement primarily consist of pass through expenses related to the Acquired Businesses and back-office and corporate function costs.

(3)

The interest expense (income) relate to loans due to or from the Group.

Outstanding amounts due to and from the Group were as follows (in thousands):


		As of
		March 31,			December 31,
	Classification	2026			2025
Amounts due from the Group	Other current assets	$	17,306		$	7,259
Amounts due from the Group	Other assets	$	42,937		$	42,255
Amounts due to the Group	Other current liabilities	$	(22,917	)	$	(31,890	)

Prior to February 28, 2025, the Company reimbursed the Group for third-party costs incurred on the Company’s behalf under the Services Agreement, which was terminated effective that date. During the three months ended March 31, 2025, the Company reimbursed $0.1 million under the prior agreement. Under the Transition Services Agreement, during the three months ended March 31, 2026, the Company reimbursed the Group $15.4 million for third-party costs incurred on the Company’s behalf and received $1.6 million in cash payments from the Group related to the transition services provided to the Group.

Corporate Allocations in Recast Historical Combined Periods

In connection with the Company’s common control acquisition of the Acquired Businesses from Endeavor Group Holdings, Inc. and its subsidiaries on February 28, 2025, the historical financial statements have been retrospectively recast to include the combined results of TKO and the Acquired Businesses. During these historical combined periods, $21.7 million of general corporate expenses incurred by EGH and its subsidiaries were allocated to the Acquired Businesses. These expenses related to centralized support functions provided by EGH and its subsidiaries, such as finance, human resources, information technology, facilities, and legal services (collectively, “General Corporate Expenses”) and are included as a component of selling, general and administrative expenses in our consolidated statements of operations. The General Corporate Expenses were allocated to the Acquired Businesses using reasonable methodologies, including pro rata measures based on headcount, gross profit, or other relevant drivers.

While management believes the allocation methodologies used for the historical combined periods are reasonable, the amounts may not reflect the actual costs that would have been incurred had the Acquired Businesses operated as standalone companies.

General Corporate Expense allocations apply to periods prior to the Endeavor Asset Acquisition on February 28, 2025. These allocations, which totaled $21.7 million for the three months ended March 31, 2025, are primarily classified within Selling, general and administrative expenses in the consolidated statements of operations.

Non-Controlling Interests

Prior to the Endeavor Asset Acquisition on February 28, 2025, all significant related party transactions between the Acquired Businesses and Endeavor Group Holdings, Inc. and its subsidiaries were included in the historical combined financial statements of the Acquired Businesses and were considered to be effectively settled for cash when the transactions were recorded. Accordingly, the net effect of the settlement of these related party transactions was reflected as a financing activity in the historical combined statements of cash flows and as a component of nonredeemable non-controlling interest in the historical combined balance sheets.

In the historical combined financial statements, nonredeemable non-controlling interests and net transfers from parent represented EGH's historical investment in the Acquired Businesses and included the Acquired Businesses' net earnings (loss) after taxes, the net effect of these transactions with and cost allocations from EGH and its subsidiaries, and parent contributions. Following the Endeavor Asset Acquisition on February 28, 2025, this historical combined presentation ceased to apply. Amounts reflected for the three months ended March 31, 2025 relate only to the period prior to February 28, 2025.

The following table summarizes the components of the net transfers to parent in nonredeemable non-controlling interests for the three months ended March 31, 2025 (for the applicable for periods prior to the Endeavor Asset Acquisition on February 28, 2025):


	Three Months Ended
	March 31,
	2025
Cash pooling and general financing activities (1)	$	(242,698	)
Corporate allocations		21,688
Net transfers from/(to) parent per the Combined Statements of Equity	$	(221,010	)
Equity based compensation expense (2)		(1,250	)
Currency translation adjustments on intercompany transactions		1,940
Taxes deemed settled with Parent		3,309
Net loss on foreign currency transactions		586
Contract balances retained by Parent and other		93,900
Net transfers from/(to) parent per the Combined Statements of Cash Flows	$	(122,525	)

(1)

The nature of activities includes financing activities for capital transfers, cash sweeps, and other treasury services. As part of this activity, certain cash balances are swept to Endeavor Group Holdings, Inc. on a daily basis under the Endeavor Group Holdings, Inc. Treasury function and the Acquired Businesses receive capital from Endeavor Group Holdings, Inc. for its cash needs.

(2)

Compensation costs associated with the Company’s employees’ participation in Endeavor Group Holdings, Inc. incentive plans have been identified for employees who exclusively support the Company’s operations. Amounts allocated to the Company from the Parent for shared services are reported within total allocated costs in the General Corporate Expenses table above.

Other Related Parties

During the third quarter of 2025, the Company divested its equity-method investment in Euroleague Ventures S.A. (“Euroleague”). Accordingly, related-party transactions connected with Euroleague are presented through the date of divestiture. For the three months ended March 31, 2025, the Company recognized revenue of $9.6 million and incurred direct operating costs of $0.1 million, respectively, for a management fee to compensate it for representation and technical services it provides to Euroleague in relation to the distribution of media rights as well as production services. These revenue and costs are reported within the IMG segment. Following the divestiture, Euroleague is no longer a related party; however, the Company continues to maintain a commercial relationship with Euroleague to provide representation, technical, and other services in the ordinary course of business.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
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-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

TKO Group Holdings, Inc. 10-Q