EDR / Endeavor Group Holdings, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-40373 ENDEAVOR GROUP HOLDINGS, INC.* (Exact name of registrant a

AMENDMENT NO. 1 TO ROLLOVER AGREEMENT

Exhibit (d)(17) CONFIDENTIAL AMENDMENT NO. 1 TO ROLLOVER AGREEMENT THIS AMENDMENT NO. 1 TO ROLLOVER AGREEMENT (this “Amendment”), dated as of March 22, 2025, is made and entered into between (i) Wildcat EGH Holdco, LP, a Delaware limited partnership (“Holdco Parent”), (ii) Wildcat OpCo Holdco, LP, a Delaware limited partnership (“OpCo Parent” and, together with Holdco Parent, the “Parent Entities”

OpenBet Announces Completion of Management Buyout from Endeavor

Exhibit 99.2 OpenBet Announces Completion of Management Buyout from Endeavor BEVERLY HILLS, Calif.—OpenBet, a world leader in betting and gaming entertainment, today announced the completion of its sale by Endeavor Group Holdings, Inc. (“Endeavor”) (NYSE: EDR) to OB Global Holdings LLC (“OB Global”) in a management buyout backed by Ariel Emanuel with participation from OpenBet executives, includin

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Completion of Acquisition or Disposition of Assets

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 24, 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) (Commi

As filed with the Securities and Exchange Commission on March 24, 2025

As filed with the Securities and Exchange Commission on March 24, 2025 Registration Statement File No.

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on April 04, 2025, pursuant to the provisions of Rule 12d2-2 (a).

Joinder Agreement

Exhibit (d)(21) Execution Version Joinder Agreement The undersigned is executing and delivering this Joinder Agreement pursuant to the Rollover Agreement, dated April 2, 2024, (the “Rollover Agreement”), among Wildcat EGH Holdco, LP, a Delaware limited partnership, Wildcat OpCo Holdco, LP, a Delaware limited partnership, Patrick Whitesell, the Patrick Whitesell Revocable Trust, dated May 31, 2019, and Endeavor Executive Holdco, LLC, Endeavor Executive II Holdco, LLC and Executive PIU Holdco, LLC.

TRANSACTION AGREEMENT by and among Sportradar Group AG, IMG Arena US Parent, LLC, WME IMG, LLC, OB Global Arena Holdings LLC Endeavor Operating Company, LLC Dated as of March 19, 2025

Exhibit (d)(14) EXECUTION VERSION Certain information contained in this exhibit has been redacted, as indicated with the notation “[***]”, because such information is both not material and is the type that the registrant treats as private or confidential.

As filed with the Securities and Exchange Commission on March 24, 2025

As filed with the Securities and Exchange Commission on March 24, 2025 Registration No.

AMENDMENT NO. 1 TO ROLLOVER AGREEMENT

Exhibit (d)(16) CONFIDENTIAL AMENDMENT NO. 1 TO ROLLOVER AGREEMENT THIS AMENDMENT NO. 1 TO ROLLOVER AGREEMENT (this “Amendment”), dated as of March 18, 2025, is made and entered into between (i) Wildcat EGH Holdco, LP, a Delaware limited partnership (“Holdco Parent”), (ii) Wildcat OpCo Holdco, LP, a Delaware limited partnership (“OpCo Parent” and, together with Holdco Parent, the “Parent Entities”

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 5) RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 ENDEAVOR GROUP HOLDINGS, INC. (Name of the Issuer) En

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 5) RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 ENDEAVOR GROUP HOLDINGS, INC. (Name of the Issuer) Endeavor Group Holdings, Inc. Endeavor Operating Company, LLC Endeavor Manager, LLC Endeavor Executive Holdco, LLC Endeavor Executive II Holdco, LLC End

AMENDMENT NO. 1 TO TAX RECEIVABLE AGREEMENT

Exhibit 10.2 Execution Version AMENDMENT NO. 1 TO TAX RECEIVABLE AGREEMENT This AMENDMENT NO. 1 TO TAX RECEIVABLE AGREEMENT (this “Amendment No. 1”), effective as of March 23, 2025, entered into by and among Endeavor Group Holdings, Inc. (the “Corporation”) and the other parties set forth on the signature pages hereto, amends the Tax Receivable Agreement (as may be amended, modified or restated fr

Joinder Agreement

Exhibit (d)(22) Joinder Agreement The undersigned is executing and delivering this Joinder Agreement pursuant to the Rollover Agreement, dated April 2, 2024, (the “Rollover Agreement”), among Wildcat EGH Holdco, LP, a Delaware limited partnership, Wildcat OpCo Holdco, LP, a Delaware limited partnership, Patrick Whitesell, the Patrick Whitesell Revocable Trust, dated May 31, 2019, and Endeavor Executive Holdco, LLC, Endeavor Executive II Holdco, LLC and Executive PIU Holdco, LLC.

ROLLOVER AGREEMENT

Exhibit (d)(13) ROLLOVER AGREEMENT ROLLOVER AGREEMENT, dated as of March 14, 2025 (this “Agreement”), among Wildcat EGH Holdco, L.

ASSIGNMENT OF UNITS ENDEAVOR EXECUTIVE HOLDCO, LLC

Exhibit (d)(19) Execution Version ASSIGNMENT OF UNITS ENDEAVOR EXECUTIVE HOLDCO, LLC THIS ASSIGNMENT OF UNITS (this “Assignment”), dated as of March 23, 2025 (the “Effective Time”), is made by and between Patrick Whitesell, Trustee of The Patrick Whitesell Revocable Trust, Dated May 31, 2019 (“Assignor”) and Patrick Whitesell, Trustee of The EVW Irrevocable Trust (“Assignee”).

ENDEAVOR GROUP HOLDINGS, INC. Incorporated under the Laws of the State of Delaware AMENDED AND RESTATED BYLAWS ARTICLE I

Exhibit 3.2 ENDEAVOR GROUP HOLDINGS, INC. Incorporated under the Laws of the State of Delaware AMENDED AND RESTATED BYLAWS ARTICLE I OFFICES Endeavor Group Holdings, Inc. (the “Corporation”) shall maintain a registered office in the State of Delaware, as set forth in the Certificate of Incorporation of the Corporation (as amended and/or amended and restated from time to time, the “Certificate of I

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION ENDEAVOR GROUP HOLDINGS, INC. * * * * * *

EX-3.1 2 d897469dex31.htm EX-3.1 Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ENDEAVOR GROUP HOLDINGS, INC. * * * * * * 1. The name of the corporation is Endeavor Group Holdings, Inc. (the “Corporation”). The date of the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware was January 29, 2019 (the “Original COI”). 2. Th

ASSIGNMENT OF UNITS ENDEAVOR EXECUTIVE HOLDCO, LLC

Exhibit (d)(18) Execution Version ASSIGNMENT OF UNITS ENDEAVOR EXECUTIVE HOLDCO, LLC THIS ASSIGNMENT OF UNITS (this “Assignment”), dated as of March 23, 2025 (the “Effective Time”), is made by and between Patrick Whitesell, Trustee of The Patrick Whitesell Revocable Trust, Dated May 31, 2019 (“Assignor”) and Patrick Whitesell, Trustee of The ELW Irrevocable Trust (“Assignee”).

As filed with the Securities and Exchange Commission on March 24, 2025

As filed with the Securities and Exchange Commission on March 24, 2025 Registration No.

ENDEAVOR ANNOUNCES COMPLETION OF ACQUISITION BY SILVER LAKE Underscores continued commitment to growing category-leading representation businesses focused on talent, intellectual property, and brands Extends and expands value creation for clients and

Exhibit 99.1 ENDEAVOR ANNOUNCES COMPLETION OF ACQUISITION BY SILVER LAKE Underscores continued commitment to growing category-leading representation businesses focused on talent, intellectual property, and brands Extends and expands value creation for clients and partners following largest ever take-private investment in the media and entertainment sector BEVERLY HILLS and MENLO PARK (March 24, 20

ROLLOVER AGREEMENT

Exhibit (d)(15) ROLLOVER AGREEMENT ROLLOVER AGREEMENT, dated as of March 21, 2025 (this “Agreement”), among Wildcat EGH Holdco, L.

Joinder Agreement

Exhibit (d)(23) Execution Version Joinder Agreement The undersigned is executing and delivering this Joinder Agreement pursuant to the Rollover Agreement, dated April 2, 2024, (the “Rollover Agreement”), among Wildcat EGH Holdco, LP, a Delaware limited partnership, Wildcat OpCo Holdco, LP, a Delaware limited partnership, Patrick Whitesell, the Patrick Whitesell Revocable Trust, dated May 31, 2019, and Endeavor Executive Holdco, LLC, Endeavor Executive II Holdco, LLC and Executive PIU Holdco, LLC.

As filed with the Securities and Exchange Commission on March 24, 2025

S-8 POS As filed with the Securities and Exchange Commission on March 24, 2025 Registration Statement File No.

As filed with the Securities and Exchange Commission on March 24, 2025

S-8 POS As filed with the Securities and Exchange Commission on March 24, 2025 Registration Statement File No.

ASSIGNMENT OF UNITS ENDEAVOR EXECUTIVE HOLDCO, LLC

Exhibit (d)(20) Execution Version ASSIGNMENT OF UNITS ENDEAVOR EXECUTIVE HOLDCO, LLC THIS ASSIGNMENT OF UNITS (this “Assignment”), dated as of March 23, 2025 (the “Effective Time”), is made by and between Patrick Whitesell, Trustee of The Patrick Whitesell Revocable Trust, Dated May 31, 2019 (“Assignor”) and Patrick Whitesell, Trustee of The SCW Irrevocable Trust (“Assignee”).

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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) (Commi

FIRST AMENDMENT TO TRANSACTION AGREEMENT

EX-10.2 Exhibit 10.2 Execution Version FIRST AMENDMENT TO TRANSACTION AGREEMENT THIS FIRST AMENDMENT TO TRANSACTION AGREEMENT (this “Amendment”) is made and entered into as of February 27, 2025, by and among IMG Worldwide, LLC, a Delaware limited liability company (“IMG Worldwide”), Endeavor Operating Company, LLC, a Delaware limited liability company (“EOC” and, together with IMG Worldwide, the “

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): February 28, 2025 Endeavor Group

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): February 28, 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) (Co

TKO COMPLETES ACQUISITION OF SPORTS ASSETS FROM ENDEAVOR IMG, On Location, and PBR embolden TKO’s portfolio

EX-99.1 Exhibit 99.1 TKO COMPLETES ACQUISITION OF SPORTS ASSETS FROM ENDEAVOR IMG, On Location, and PBR embolden TKO’s portfolio NEW YORK and BEVERLY HILLS, CA (February 28, 2025) – TKO Group Holdings, Inc. (“TKO”) (NYSE: TKO), a premium sports and entertainment company, today announced the close of its acquisition of IMG, On Location, and Professional Bull Riders (“PBR”) from Endeavor Group Holdi

Amendment No. 1 to Margin Loan Agreement, dated December 16, 2024, among January Capital Holdco, LLC, Morgan Stanley Senior Funding, Inc., as administrative agent, Morgan Stanley & Co. LLC, as calculation agent, and the lenders party hereto.

Exhibit 10.88 FIRST AMENDMENT AGREEMENT First Amendment Agreement (this “Agreement”) dated as of December 16, 2024 by and among January Capital Holdco, LLC, a Delaware limited liability company (“Borrower”), the Lenders party hereto, Morgan Stanley Senior Funding, Inc., as Administrative Agent, and Morgan Stanley & Co. LLC, as Calculation Agent. RECITALS: WHEREAS, reference is made to the Margin L

Reports of Independent Public Accounting Firm - TKO Group Holdings, Inc.

Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors TKO Group Holdings, Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheet of TKO Group Holdings, Inc. and subsidiaries (the Company) as of December 31, 2024, the related consolidated statements of operations, comprehensive inco

Insider Trading Policy

Exhibit 19 Endeavor Group Holdings, Inc. Insider Trading Compliance Policy I. Overview • All officers, directors and employees of Endeavor Group Holdings, Inc. (the “Company” or “Endeavor”) and its subsidiaries (collectively, “Endeavor Personnel”) must comply with applicable laws and regulations concerning securities trading, commonly known as “insider trading.” • Insider trading and stock tipping

Subsidiaries of Endeavor Group Holdings, Inc.

Exhibit 21.1 Certain subsidiaries of the registrant and their subsidiaries are listed below. Pursuant to Item 601(b)(21) of Regulation S-K, the names of particular subsidiaries have, in certain instances, been omitted because, considered in the aggregate as a single subsidiary, they would not constitute, as of the end of the year covered by this report, a “significant subsidiary” as that term is d

Margin Loan Agreement, dated September 13, 2024, among January Capital Holdco, LLC, Morgan Stanley Senior Funding, Inc., as administrative agent, Morgan Stanley & Co. LLC, as calculation agent, and the lenders party hereto.

Exhibit 10.87 THE ADVANCES HAVE BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX PURPOSES, INCLUDING AS A RESULT OF THE UPFRONT FEE. THE ISSUE PRICE, ISSUE DATE, AMOUNT OF ORIGINAL ISSUE DISCOUNT AND YIELD TO MATURITY OF THE ADVANCES MAY BE OBTAINED BY WRITING TO ROBERT HILTON AT 9601 WILSHIRE BLVD., 3RD FLOOR, BEVERLY HILLS, CA 90210 OR [***]. MARGIN LOAN AGREEMENT da

Endeavor Releases Fourth Quarter and Full Year 2024 Results

EX-99.1 Exhibit 99.1 Endeavor Releases Fourth Quarter and Full Year 2024 Results Beverly Hills, CA (February 27, 2025) – Endeavor Group Holdings, Inc. (NYSE: EDR) (“Endeavor” or the “Company”), a global sports and entertainment company, today released its financial results for the quarterly period and fiscal year ended December 31, 2024. 2024 Highlights • $7.111 billion in full year 2024 revenue •

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40373 ENDEAVO

Current Report

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): February 27, 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) (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 4) RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 ENDEAVOR GROUP HOLDINGS, INC. (Name of the Issuer) En

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 4) RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 ENDEAVOR GROUP HOLDINGS, INC. (Name of the Issuer) Endeavor Group Holdings, Inc. Endeavor Operating Company, LLC Endeavor Manager, LLC Endeavor Executive Holdco, LLC Endeavor Executive II Holdco, LLC End

Agreement and Plan of Merger, dated as of April 2, 2024, by and among Endeavor Group Holdings, Inc., Endeavor Executive Holdco, LLC, Endeavor Executive II Holdco, LLC, Endeavor Executive PIU Holdco, LLC, Endeavor Manager, LLC, Endeavor Operating Company, LLC, Wildcat EGH Holdco, L.P., Wildcat OpCo Holdco, L.P., Wildcat PubCo Merger Sub, Inc., Wildcat OpCo Merger Sub, L.L.C. and Wildcat Manager Merger Sub, L.L.C. (included as Annex A to the Definitive Information Statement and incorporated herein by reference).

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary information statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive information statement Endeavor Group Hol

Third Amended and Restated Commitment Letter, dated December 16, 2024, by and among Wildcat EGH Holdco, L.P., JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc., Bank of America, N.A., BofA Securities, Inc., Goldman Sachs Bank USA, Barclays Bank PLC, Deutsche Bank Securities Inc., Deutsche Bank AG New York Branch, Royal Bank of Canada, Wells Fargo Bank, National Association, Wells Fargo Securities, LLC, Citigroup Global Markets Inc., HSBC Bank USA, National Association and HSBC Securities (USA) Inc., attached hereto as Exhibit.

Exhibit (b)(8) Execution Version CONFIDENTIAL December 16, 2024 WILDCAT EGH HOLDCO, L.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION (Amendment No. 3) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION (Amendment No. 3) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary information statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive information statement

Preferred Equity Commitment Letter, dated November 12, 2024, by and among Wildcat EGH Holdco, L.P., PEV Onshore Holdings 2036 LLC, PEV Offshore Holdings 2014 LP, PEV SB Employee Onshore Aggregator II LLC and PEV SB Employee Offshore Aggregator II LP.

Exhibit (b)(12) Execution Version CONFIDENTIAL PEV Onshore Holdings 2036 LLC PEV Offshore Holdings 2014 LP PEV SB Employee Onshore Aggregator II LLC PEV SB Employee Offshore Aggregator II LP c/o Goldman Sachs Asset Management, L.

Second Amended and Restated Equity Commitment Letter, dated November 11, 2024, by and among Wildcat EGH Holdco, L.P., Wildcat OpCo Holdco, L.P., Silver Lake Partners VI, L.P., Silver Lake Partners VII, L.P., SL SPV-4, L.P. and Endeavor Group Holdings, Inc.

EX-99.(B)(3) 2 d847171dex99b3.htm EX-99.(B)(3) Exhibit (b)(3) CONFIDENTIAL FOR DISCUSSION PURPOSES ONLY November 11, 2024 Wildcat EGH Holdco, L.P. c/o Silver Lake Partners 2775 Sand Hill Road, Suite 100 Menlo Park, CA 94025 c/o Wildcat OpCo Holdco, L.P. c/o Silver Lake Partners 2775 Sand Hill Road, Suite 100 Menlo Park, CA 94025 Re: Equity Financing Commitment Ladies and Gentlemen: Reference is ma

Preferred Equity Commitment Letter, dated November 12, 2024, by and among Wildcat EGH Holdco, L.P., Goldman Sachs Asset Management, L.P., on behalf of certain advised funds and managed accounts, and Broad Street Principal Investments, L.L.C.

Exhibit (b)(13) Execution Version CONFIDENTIAL Goldman Sachs Asset Management, L.P. Broad Street Principal Investments, L.L.C. 200 West Street New York, NY 10282 November 12, 2024 WILDCAT EGH HOLDCO, L.P. c/o Silver Lake Partners 55 Hudson Yards 550 West 34th Street, 40th Floor New York, NY 10001 Attention: Egon Durban Project Wildcat Preferred Equity Commitment Letter Ladies and Gentlemen: This l

Third Amended and Restated Equity Commitment Letter, dated December 16, 2024, by and among Wildcat EGH Holdco, L.P., Wildcat OpCo Holdco, L.P., Silver Lake Partners VI, L.P., Silver Lake Partners VII, L.P., SL SPV-4, L.P. and Endeavor Group Holdings, Inc.

Exhibit (b)(4) Execution Version CONFIDENTIAL FOR DISCUSSION PURPOSES ONLY December 16, 2024 Wildcat EGH Holdco, L.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 3) RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 ENDEAVOR GROUP HOLDINGS, INC. (Name of the Issuer) En

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 3) RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 ENDEAVOR GROUP HOLDINGS, INC. (Name of the Issuer) Endeavor Group Holdings, Inc. Endeavor Operating Company, LLC Endeavor Manager, LLC Endeavor Executive Holdco, LLC Endeavor Executive II Holdco, LLC End

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): December 16, 2024 Endeavor Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40373 83-3340169 (State or other jurisdiction of incorporation) (Co

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): November 21, 2024 Endeavor Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40373 83-3340169 (State or other jurisdiction of incorporation) (Co

EDR / Endeavor Group Holdings, Inc. / AMERIPRISE FINANCIAL INC - SC 13G/A Passive Investment

SC 13G/A 1 d876238dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #1 Under the Securities and Exchange Act of 1934 Endeavor Group Holdings, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 29260Y109 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des

Regulation FD Disclosure

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): November 11, 2024 Endeavor Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40373 83-3340169 (State or other jurisdiction of incorporation) (Co

Transaction Agreement, dated as of November 11, 2024, by and among WME IMG, LLC, OB Global Holdings LLC, OB US Parent LLC and IMG Arena US Parent, LLC.

Exhibit 10.1 Certain information in this document identified by brackets has been omitted because it is both not material and would be competitively harmful if publicly disclosed. EXECUTION VERSION TRANSACTION AGREEMENT by and among OB GLOBAL HOLDINGS LLC, THE COMPANIES LISTED ON ANNEX A and WME IMG, LLC Dated as of November 11, 2024 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 1 Section 1.01 Cer

ENDEAVOR ANNOUNCES MANAGEMENT BUYOUT OF OPENBET AND IMG ARENA

Exhibit 99.1 ENDEAVOR ANNOUNCES MANAGEMENT BUYOUT OF OPENBET AND IMG ARENA BEVERLY HILLS, Calif. (November 11, 2024)—Endeavor Group Holdings, Inc. (NYSE: EDR) (“Endeavor” or the “Company”), a global sports and entertainment company, today announced that it has agreed to sell OpenBet and IMG ARENA to OB Global Holdings LLC in a management buyout backed by Ariel Emanuel with participation from execu

EDR / Endeavor Group Holdings, Inc. / Emanuel Ariel - SC 13D/A Activist Investment

SC 13D/A 1 d901642dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* Endeavor Group Holdings, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 29260Y 10 9 (CUSIP Number) Robert Hilton c/o Endeavor Group Holdings, Inc. 9601 Wilshire Boulevard, 3rd Floor, Bever

TKO / TKO Group Holdings, Inc. / Endeavor Group Holdings, Inc. - SC 13G/A Passive Investment

SC 13G/A 1 d881758dsc13ga.htm SC 13G/A Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* TKO Group Holdings, Inc. (Name of Issuer) Class A Common Stock, $0.00001 p

Endeavor Releases Third Quarter 2024 Results

Exhibit 99.1 Endeavor Releases Third Quarter 2024 Results Beverly Hills, CA (November 7, 2024) – Endeavor Group Holdings, Inc. (NYSE: EDR) (“Endeavor” or the “Company”), a global sports and entertainment company, today released its financial results for the quarterly period ended September 30, 2024. Highlights • $2.032 billion in Q3 2024 revenue • Growth across Owned Sports Properties driven by st

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-4037

Current Report

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): November 7, 2024 Endeavor Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40373 83-3340169 (State or other jurisdiction of incorporation) (Com

EDR / Endeavor Group Holdings, Inc. / Troluce Capital Advisors LLC Passive Investment

SC 13G 1 endeavor13g-103124.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Endeavor Group Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.00001 per share (Title of Class of Securities) 29260Y109 (CUSIP Number) October 31, 2024 (Date of Event which Requires Filing of this Stateme

POWER OF ATTORNEY

EX-99.T 2 d862426dex99t.htm EX-99.T Exhibit T POWER OF ATTORNEY Know all by these presents that Egon Durban does hereby make, constitute and appoint Andrew Schader, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned, to execute and deliver such forms, schedules, statements and other docum

EDR / Endeavor Group Holdings, Inc. / Silver Lake West HoldCo, L.P. - SC 13D/A Activist Investment

SC 13D/A 1 d862426dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Endeavor Group Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.00001 per share (Title of Class of Securities) 29260Y109 (CUSIP Number) Karen M. King, Esq. Silver Lake 2775 Sand Hill Road, Suite 10

ENDEAVOR EXPLORES POTENTIAL SALE OF EVENT ASSETS Review includes Miami Open and Madrid Open tennis tournaments and Frieze, the world’s leading platform for modern and contemporary art

Exhibit 99.1 ENDEAVOR EXPLORES POTENTIAL SALE OF EVENT ASSETS Review includes Miami Open and Madrid Open tennis tournaments and Frieze, the world’s leading platform for modern and contemporary art BEVERLY HILLS, Calif. (October 24, 2024)—Endeavor Group Holdings, Inc. (NYSE: EDR) (“Endeavor” or the “Company”), a global sports and entertainment company, today announced that it has commenced a review

Regulation FD Disclosure

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): October 24, 2024 Endeavor Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40373 83-3340169 (State or other jurisdiction of incorporation) (Com

Amendment to Letter Agreement, dated as of October 23, 2024, by and among Ariel Emanuel, Endeavor Group Holdings, Inc., Endeavor Operating Company, LLC, William Morris Endeavor Entertainment, LLC, Wildcat EGH Holdco, L.P. and Wildcat Opco Holdco, L.P.

Exhibit 10.2 October 23, 2024 Ariel Emanuel Via Email Dear Ariel, The purpose of this letter agreement (the “Amendment”) is to memorialize the amendment of certain terms of that certain letter agreement, by and between Endeavor Group Holdings, Inc., Endeavor Operating Company, LLC (“Endeavor Operating Company”), William Morris Endeavor Entertainment, LLC, Wildcat EGH Holdco, L.P., Wildcat OpCo Hol

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): October 23, 2024 Endeavor Group H

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): October 23, 2024 Endeavor Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40373 83-3340169 (State or other jurisdiction of incorporation) (Com

Amendment to Amended and Restated Term Employment Agreement, dated as of October 23, 2024, by and among Mark Shapiro, Endeavor Group Holdings, Inc., Endeavor Operating Company, LLC, Wildcat EGH Holdco, L.P. and Wildcat Opco Holdco, L.P.

Exhibit 10.4 Execution Version AMENDMENT TO AMENDED AND RESTATED TERM EMPLOYMENT AGREEMENT This Amendment to Amended and Restated Term Employment Agreement (“Amendment”) is entered into as of October 23, 2024, by and among ENDEAVOR GROUP HOLDINGS, INC. (“EGH”), ENDEAVOR OPERATING COMPANY, LLC (“Endeavor Operating Company”), WILDCAT EGH HOLDCO, L.P. (“EGH Holdco”), WILDCAT OPCO HOLDCO, L.P. (“Opco

EDR / Endeavor Group Holdings, Inc. / Emanuel Ariel - SC 13D/A Activist Investment

SC 13D/A 1 d896216dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* Endeavor Group Holdings, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 29260Y 10 9 (CUSIP Number) Robert Hilton c/o Endeavor Group Holdings, Inc. 9601 Wilshire Boulevard, 3rd Floor, Bever

Amendment No. 3 to Term Employment Agreement, dated as of April 2, 2024, by and among Mark Shapiro, Endeavor Group Holdings, Inc. and Endeavor Operating Company, LLC

Exhibit 10.3 Execution Version AMENDMENT NO. 3 TO TERM EMPLOYMENT AGREEMENT This Amendment No. 3 to Term Employment Agreement (“Amendment”) is entered into as of October 23, 2024, by and among ENDEAVOR GROUP HOLDINGS, INC. (“EGH”), ENDEAVOR OPERATING COMPANY, LLC (“Endeavor Operating Company” or such affiliate thereof which may employ Employee from time to time (“Employer”)) and MARK SHAPIRO, an i

* * * * *

EX-10.1 2 d896216dex101.htm EX-10.1 Exhibit 10.1 October 23, 2024 Ariel Emanuel Via Email Dear Ariel, The purpose of this letter agreement (the “Amendment”) is to memorialize the amendment of certain terms of that certain letter agreement, by and between Endeavor Group Holdings, Inc., Endeavor Operating Company, LLC (“Endeavor Operating Company”), William Morris Endeavor Entertainment, LLC, Wildca

Transaction Agreement, dated October 23, 2024, by and among Endeavor Operating Company, LLC, TKO Operating Company, LLC, TKO Group Holdings, Inc., IMG Worldwide, LLC, and Trans World International, LLC.

Exhibit 10.1 Execution Version TRANSACTION AGREEMENT by and among TKO OPERATING COMPANY, LLC, TKO GROUP HOLDINGS, INC., ENDEAVOR OPERATING COMPANY, LLC, IMG WORLDWIDE, LLC and TRANS WORLD INTERNATIONAL, LLC Dated as of October 23, 2024 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01 Certain Defined Terms 3 Section 1.02 Definitions 25 Section 1.03 Interpretation and Rules of Construction

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 2) RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 ENDEAVOR GROUP HOLDINGS, INC. (Name of the Issuer) En

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 2) RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 ENDEAVOR GROUP HOLDINGS, INC. (Name of the Issuer) Endeavor Group Holdings, Inc. Endeavor Operating Company, LLC Endeavor Manager, LLC Endeavor Executive Holdco, LLC Endeavor Executive II Holdco, LLC End

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION (Amendment No. 2) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION (Amendment No. 2) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary information statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive information statement

Filing Fee Table.

Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule 13E -3 (Form Type) Endeavor Group Holdings, Inc.

CALCULATION OF FILING FEE TABLES Schedule 14C (Form Type) Endeavor Group Holdings, Inc. (Exact Name of Registrant and Name of Person Filing Statement) Table 1: Transaction Valuation

Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule 14C (Form Type) Endeavor Group Holdings, Inc.

Latham & Watkins LLP 1271 Avenue of the Americas New York, New York 10020

Latham & Watkins LLP 1271 Avenue of the Americas New York, New York 10020 October 11, 2024 Via EDGAR Brian Soares Perry Hindin Division of Corporation Finance Office of Mergers & Acquisitions Securities and Exchange Commission 100 F Street, NE Washington, D.

EDR / Endeavor Group Holdings, Inc. / Emanuel Ariel - SC 13D/A Activist Investment

SC 13D/A 1 d888506dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* Endeavor Group Holdings, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 29260Y 10 9 (CUSIP Number) Robert Hilton c/o Endeavor Group Holdings, Inc. 9601 Wilshire Boulevard, 3rd Floor, Bever

Second Amended and Restated Commitment Letter, dated September 13, 2024, by and among Wildcat EGH Holdco, L.P., JPMorgan Chase Bank, N.A., BofA Securities, Inc., Morgan Stanley Senior Funding, Inc., Bank of America, N.A., Goldman Sachs Bank USA, Barclays Bank PLC, Deutsche Bank Securities Inc., Deutsche Bank AG New York Branch, Royal Bank of Canada, Wells Fargo Bank, National Association, Wells Fargo Securities, LLC, Citigroup Global Markets Inc., HSBC Bank USA, National Association and HSBC Securities (USA) Inc.

Exhibit (b)(5) CONFIDENTIAL September 13, 2024 WILDCAT EGH HOLDCO, L.P. c/o  Silver Lake Partners 55 Hudson Yards 550 West 34th Street, 40th Floor New York, NY 10001 Attention: Chip Schroeder Project Wildcat Second Amended and Restated Commitment Letter Ladies and Gentlemen: Reference is made to (i) that certain Commitment Letter, dated as of April 2, 2024 (the “Original Commitment Letter” and suc

Commitment Letter, dated April 2, 2024, by and among Wildcat EGH Holdco, L.P., JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc., Bank of America, N.A., Goldman Sachs Bank USA, Barclays Bank PLC, Deutsche Bank Securities Inc., Deutsche Bank AG New York Branch and Royal Bank of Canada.

Exhibit (b)(3) CONFIDENTIAL April 2, 2024 WILDCAT EGH HOLDCO, L.P. c/o Silver Lake Partners 55 Hudson Yards 550 West 34th Street, 40th Floor New York, NY 10001 Attention: Chip Schroeder Project Wildcat Commitment Letter Ladies and Gentlemen: You have advised JPMorgan Chase Bank, N.A. (“JPM”), Morgan Stanley Senior Funding, Inc. (together with its designated affiliates, “MSSF”), Bank of America, N.

Amended and Restated Equity Commitment Letter, dated September 13, 2024, by and among Wildcat EGH Holdco, L.P., Wildcat OpCo Holdco, L.P., Silver Lake Partners VI, L.P., Silver Lake Partners VII, L.P., SL SPV-4, L.P. and Endeavor Group Holdings, Inc.

Exhibit (b)(2) CONFIDENTIAL September 13, 2024 Wildcat EGH Holdco, L.P. c/o Silver Lake Partners 2775 Sand Hill Road, Suite 100 Menlo Park, CA 94025 c/o Wildcat OpCo Holdco, L.P. c/o Silver Lake Partners 2775 Sand Hill Road, Suite 100 Menlo Park, CA 94025 Re: Equity Financing Commitment Ladies and Gentlemen: Reference is made to the Agreement and Plan of Merger, dated as of April 2, 2024 (as amend

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 1) RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 ENDEAVOR GROUP HOLDINGS, INC. (Name of the Issuer) En

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 1) RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 ENDEAVOR GROUP HOLDINGS, INC. (Name of the Issuer) Endeavor Group Holdings, Inc. Endeavor Operating Company, LLC Endeavor Manager, LLC Endeavor Executive Holdco, LLC Endeavor Executive II Holdco, LLC End

Confidential discussion materials prepared by Centerview Partners LLC, dated March 8, 2024, for the Special Committee of the Board of Directors of Endeavor Group Holdings, Inc.

Confidential Discussion Materials Project Everest March 8, 2024 Exhibit (C)(2) [***] indicates information has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION (Amendment No. 1) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION (Amendment No. 1) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary information statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive information statement

Latham & Watkins LLP 1271 Avenue of the Americas New York, New York 10020

Latham & Watkins LLP 1271 Avenue of the Americas New York, New York 10020 September 23, 2024 Via EDGAR Brian Soares Perry Hindin Division of Corporation Finance Office of Mergers & Acquisitions Securities and Exchange Commission 100 F Street, NE Washington, D.

Confidential discussion materials prepared by Centerview Partners LLC, dated March 21, 2024, for the Special Committee of the Board of Directors of Endeavor Group Holdings, Inc.

Confidential Discussion Materials Project Everest March 21, 2024 Exhibit (C)(3) [***] indicates information has been omitted on the basis of a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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): September 20, 2024 Endeavor Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40373 83-3340169 (State or other jurisdiction of incorporation) (C

Current Report

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): September 13, 2024 Endeavor Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40373 83-3340169 (State or other jurisdiction of incorporation) (C

Current Report

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): August 8, 2024 Endeavor Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40373 83-3340169 (State or other jurisdiction of incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40373 END

Endeavor Releases Second Quarter 2024 Results

Exhibit 99.1 Endeavor Releases Second Quarter 2024 Results Beverly Hills, CA (August 8, 2024) – Endeavor Group Holdings, Inc. (NYSE: EDR) (“Endeavor” or the “Company”), a global sports and entertainment company, today released its financial results for the quarterly period ended June 30, 2024. Highlights • $1.751 billion in Q2 2024 revenue • Growth across Owned Sports Properties driven by outperfo

Preferred Equity Commitment Letter, dated July 29, 2024, by and among Wildcat EGH Holdco, L.P. and Meritage Fund Select I LLC.

EX-99.B(5) Exhibit (B)(5) Meritage Fund Select I LLC 66 Field Point Road Greenwich, CT 06830 July 29, 2024 WILDCAT EGH HOLDCO, L.P. c/o Silver Lake Partners 55 Hudson Yards 550 West 34th Street, 40th Floor New York, NY 10001 Attention: Egon Durban Project Wildcat Preferred Equity Commitment Letter Ladies and Gentlemen: This letter (together with the exhibits hereto, this “Commitment Letter”) sets

Confidential discussion materials prepared by Centerview Partners LLC, dated March 31, 2024, for the Special Committee of the Board of Directors of Endeavor Group Holdings, Inc.

EX-99.C(7) March 31, 2024 Discussion Materials Project Everest Exhibit (C)(7) Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors of Everest Group Holdings Inc. (“Everest”) in connection with its evaluation of a proposed transaction involving Everest and for no other purpose. The information cont

Confidential discussion materials prepared by Centerview Partners LLC, dated March 21, 2024, for the Special Committee of the Board of Directors of Endeavor Group Holdings, Inc.

Confidential Discussion Materials Project Everest March 21, 2024 Exhibit (C)(3) Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors of Everest Group Holdings Inc.

Confidential discussion materials prepared by Centerview Partners LLC, dated March 30, 2024, for the Special Committee of the Board of Directors of Endeavor Group Holdings, Inc.

EX-99.C(5) March 30, 2024 Discussion Materials Project Everest Exhibit (C)(5) Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors of Everest Group Holdings Inc. (“Everest”) in connection with its evaluation of a proposed transaction involving Everest and for no other purpose. The information cont

Agreement and Plan of Merger, dated as of April 2, 2024, by and among Endeavor Group Holdings, Inc., Endeavor Executive Holdco, LLC, Endeavor Executive II Holdco, LLC, Endeavor Executive PIU Holdco, LLC, Endeavor Manager, LLC, Endeavor Operating Company, LLC, Wildcat EGH Holdco, L.P., Wildcat OpCo Holdco, L.P., Wildcat PubCo Merger Sub, Inc., Wildcat OpCo Merger Sub, L.L.C. and Wildcat Manager Merger Sub, L.L.C. (included as Annex A to the Preliminary Information Statement and incorporated herein by reference).

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary information statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive information statement Endeavor Group Hol

Preferred Equity Commitment Letter, dated June 6, 2024, by and among Wildcat EGH Holdco, L.P. and Coatue Tactical Solutions PS Holdings AIV 9 LP.

EX-99.B(4) Exhibit (B)(4) COATUE TACTICAL SOLUTIONS PS HOLDINGS AIV 9 LP c/o Coatue Management, L.L.C. 9 West 57th Street, 25th Floor New York, NY 10019 June 6, 2024 WILDCAT EGH HOLDCO, L.P. c/o Silver Lake Partners 55 Hudson Yards 550 West 34th Street, 40th Floor New York, NY 10001 Attention: Egon Durban Project Wildcat Preferred Equity Commitment Letter Ladies and Gentlemen: This letter (togethe

Limited Guarantee, dated April 2, 2024, by and among Silver Lake Partners VI, L.P., Silver Lake Partners VII, L.P. and Endeavor Operating Company, LLC.

EX-99.B(6) Exhibit (B)(6) LIMITED GUARANTEE OF SILVER LAKE PARTNERS VI, L.P. AND SILVER LAKE PARTNERS VII, L.P LIMITED GUARANTEE, dated as of April 2, 2024 (this “Limited Guarantee”), by Silver Lake Partners VI, L.P. (“SLP Fund VI”) and Silver Lake Partners VII, L.P. (“SLP Fund VII”, and each of SLP Fund VI and SLP Fund VII, a “Guarantor”), in favor of Endeavor Operating Company, LLC, a Delaware l

Equity Commitment Letter, dated April 2, 2024, by and among Wildcat EGH Holdco, L.P., Wildcat OpCo Holdco, L.P., Silver Lake Partners VI, L.P., Silver Lake Partners VII, L.P. and SL SPV-4, L.P.

EX-99.B(1) Exhibit (B)(1) April 2, 2024 Wildcat EGH Holdco, L.P. c/o Silver Lake Partners 2775 Sand Hill Road, Suite 100 Menlo Park, CA 94025 c/o Wildcat OpCo Holdco, L.P. c/o Silver Lake Partners 2775 Sand Hill Road, Suite 100 Menlo Park, CA 94025 Re: Equity Financing Commitment Ladies and Gentlemen: Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as amended, s

Confidential discussion materials prepared by Centerview Partners LLC, dated March 8, 2024, for the Special Committee of the Board of Directors of Endeavor Group Holdings, Inc.

Confidential Discussion Materials Project Everest March 8, 2024 Exhibit (C)(2) Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors of Everest Group Holdings Inc.

Confidential discussion materials prepared by Centerview Partners LLC, dated April 2, 2024, for the Special Committee of the Board of Directors of Endeavor Group Holdings, Inc.

Confidential Discussion Materials Project Everest April 2, 2024 Exhibit (C)(8) Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors of Everest Group Holdings Inc.

Confidential discussion materials prepared by Centerview Partners LLC, dated March 30, 2024, for the Special Committee of the Board of Directors of Endeavor Group Holdings, Inc.

March 30, 2024 Discussion Materials Project Everest Exhibit (C)(6) Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors of Everest Group Holdings Inc.

CALCULATION OF FILING FEE TABLES Schedule 14C (Form Type) Endeavor Group Holdings, Inc. (Exact Name of Registrant and Name of Person Filing Statement) Table 1: Transaction Valuation

Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule 14C (Form Type) Endeavor Group Holdings, Inc.

Filing Fee Table.

Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule 13E -3 (Form Type) Endeavor Group Holdings, Inc.

Amended and Restated Commitment Letter, dated April 19, 2024, by and among Wildcat EGH Holdco, L.P., JPMorgan Chase Bank, N.A., BofA Securities, Inc., Morgan Stanley Senior Funding, Inc., Bank of America, N.A., Goldman Sachs Bank USA, Barclays Bank PLC, Deutsche Bank Securities Inc., Deutsche Bank AG New York Branch, Royal Bank of Canada, Wells Fargo Bank, National Association, Wells Fargo Securities, Inc., Citigroup Global Markets Inc., HSBC Bank USA, National Association and HSBC Securities (USA) Inc.

EX-99.B(3) Exhibit (B)(3) April 19, 2024 WILDCAT EGH HOLDCO, L.P. c/o Silver Lake Partners 55 Hudson Yards 550 West 34th Street, 40th Floor New York, NY 10001 Attention: Chip Schroeder Project Wildcat Amended and Restated Commitment Letter Ladies and Gentlemen: Reference is made to that certain Commitment Letter, dated as of April 2, 2024 (the “Original Commitment Letter” and such date, the “Origi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 ENDEAVOR GROUP HOLDINGS, INC. (Name of the Issuer) Endeavor Group Holdi

SC 13E3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 ENDEAVOR GROUP HOLDINGS, INC. (Name of the Issuer) Endeavor Group Holdings, Inc. Endeavor Operating Company, LLC Endeavor Manager, LLC Endeavor Executive Holdco, LLC Endeavor Executive II Holdco, LLC Endeavor Exec

Confidential discussion materials prepared by Centerview Partners LLC, dated March 29, 2024, for the Special Committee of the Board of Directors of Endeavor Group Holdings, Inc.

EX-99.C(4) Confidential Discussion Materials Project Everest March 29, 2024 Exhibit (C)(4) Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors of Everest Group Holdings Inc. (“Everest”) in connection with its evaluation of a proposed transaction involving Everest and for no other purpose. The inf

Preferred Equity Commitment Letter, dated April 2, 2024, by and among Wildcat EGH Holdco, L.P., DFO Private Investments, L.P. and Thirty Fifth Investment Company L.L.C.

Exhibit (B)(2) CONFIDENTIAL DFO Private Investments, L.P. One Vanderbilt, 26th Floor New York, New York 10017 Thirty Fifth Investment Company L.L.C. Al Mamoura Building A, 5th Floor, Muroor Road and 15th Street P.O. Box 45005, Abu Dhabi, UAE April 2, 2024 WILDCAT EGH HOLDCO, L.P. c/o Silver Lake Partners 55 Hudson Yards 550 West 34th Street, 40th Floor New York, NY 10001 Attention: Egon Durban Pro

Current Report

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): June 13, 2024 Endeavor Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40373 83-3340169 (State or other jurisdiction of incorporation) (Commis

Endeavor Releases First Quarter 2024 Results

Exhibit 99.1 Endeavor Releases First Quarter 2024 Results Beverly Hills, CA (May 9, 2024) – Endeavor Group Holdings, Inc. (NYSE: EDR) (“Endeavor”, or the “Company”), a global sports and entertainment company, today released its financial results for the quarterly period ended March 31, 2024. Highlights • $1.850 billion in Q1 2024 revenue • Growth across Owned Sports Properties from live event tick

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40373 EN

Stockholder Purchase Agreement, dated April 4, 2024, by and between WME IMG, LLC and Vincent K. McMahon.

Exhibit 10.1 Execution Version STOCK PURCHASE AGREEMENT dated as of April 4, 2024 among WME IMG, LLC and VINCENT K. MCMAHON ||| TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 3 Section 1.01 Definitions 3 Section 1.02 Other Definitional and Interpretative Provisions 6 ARTICLE II THE PURCHASE AND SALE 6 Section 2.01 Purchase and Sale 6 Section 2.02 Closing 7 Section 2.03 Closing Conditions 7 Section 2

Amendment No. 12, dated as of May 1, 2024, among WME IMG Holdings LLC, WME IMG, LLC, William Morris Endeavor Entertainment, LLC, IMG Worldwide Holdings, LLC, each lender from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, collateral agent, swingline lender and issuing bank.

Exhibit 10.9 Execution Version AMENDMENT NO. 12, dated as of May 1, 2024 (this “Amendment”), to the Credit Agreement dated as of May 6, 2014 (as amended and restated by that certain Amendment No. 5 dated as of May 18, 2018 and as further amended, supplemented, amended and restated or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”; the Credit Agreement, as ame

Current Report

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): May 9, 2024 Endeavor Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40373 83-3340169 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant   ☒ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant   ☒ Filed by a Party other than the Registrant   ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant   ☒ Filed by a Party other than the Registrant   ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rul

EDR / Endeavor Group Holdings, Inc. / Mubadala Investment Co PJSC - SCHEDULE 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Endeavor Group Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.00001 per share (Title of Class of Securities) 29260Y109 (CUSIP Number) Mubadala Investment Company PJSC Attention: Treasury and Investor Relations P.O. Box 45005 Abu Dhabi United Arab Em

AGREEMENT OF JOINT FILING

EX-99.1 2 ex1.htm EXHIBIT 1 - JOINT FILING AGREEMENT Exhibit 1 AGREEMENT OF JOINT FILING Each of the undersigned acknowledges and agrees that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned with respect to the Class A common stock, par value $0.00001 per share, of Endeavor Group Holdings, Inc., and that all subsequent amendments to this statement on Schedule 1

CONFIDENTIAL DFO Private Investments, L.P. One Vanderbilt, 26th Floor New York, New York 10017 Thirty Fifth Investment Company L.L.C. Al Mamoura Building A, 5th Floor, Muroor Road and 15th Street P.O. Box 45005, Abu Dhabi, UAE

EX-99.2 3 ex2.htm EXHIBIT 2 - PREFERRED EQUITY COMMITMENT LETTER Exhibit 2 CONFIDENTIAL DFO Private Investments, L.P. One Vanderbilt, 26th Floor New York, New York 10017 Thirty Fifth Investment Company L.L.C. Al Mamoura Building A, 5th Floor, Muroor Road and 15th Street P.O. Box 45005, Abu Dhabi, UAE April 2, 2024 Wildcat EGH Holdco, L.P. c/o Silver Lake Partners 55 Hudson Yards 550 West 34th Stre

Current Report

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): April 4, 2024 Endeavor Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40373 83-3340169 (State or other jurisdiction of incorporation) (Commis

Amendment No. 2 to Term Employment Agreement, dated as of April 2, 2024, by and among Mark Shapiro, Endeavor Group Holdings, Inc., Endeavor Operating Company, LLC.

EX-10.3 Exhibit 10.3 Execution Version Privileged and Confidential AMENDMENT NO. 2 TO TERM EMPLOYMENT AGREEMENT This Amendment No. 2 to Term Employment Agreement (“Amendment”) is entered into as of April 2, 2024 (the “Amendment Date”), by and among ENDEAVOR GROUP HOLDINGS, INC. (“EGH”), ENDEAVOR OPERATING COMPANY, LLC (“Endeavor Operating Company” or such affiliate thereof which may employ Employe

AGREEMENT AND PLAN OF MERGER by and among WILDCAT EGH HOLDCO, L.P., WILDCAT OPCO HOLDCO, L.P., WILDCAT PUBCO MERGER SUB, INC., WILDCAT MANAGER MERGER SUB, L.L.C., WILDCAT OPCO MERGER SUB, L.L.C., ENDEAVOR EXECUTIVE HOLDCO, LLC, ENDEAVOR EXECUTIVE II

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among WILDCAT EGH HOLDCO, L.P., WILDCAT OPCO HOLDCO, L.P., WILDCAT PUBCO MERGER SUB, INC., WILDCAT MANAGER MERGER SUB, L.L.C., WILDCAT OPCO MERGER SUB, L.L.C., ENDEAVOR EXECUTIVE HOLDCO, LLC, ENDEAVOR EXECUTIVE II HOLDCO, LLC, ENDEAVOR EXECUTIVE PIU HOLDCO, LLC, ENDEAVOR GROUP HOLDINGS, INC., ENDEAVOR MANAGER, LLC and ENDEAVO

Employment Agreement, dated as of April 2, 2024, by and among Mark Shapiro, Endeavor Group Holdings, Inc., Endeavor Operating Company, LLC, Wildcat Aggregator, L.P., Wildcat EGH Holdco, L.P. and Wildcat Opco Holdco, L.P.

Exhibit 10.4 Execution Version AMENDED AND RESTATED TERM EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED TERM EMPLOYMENT AGREEMENT (THIS “AGREEMENT”) IS ENTERED INTO AS OF APRIL 2, 2024 BY AND AMONG ENDEAVOR GROUP HOLDINGS, INC., A DELAWARE CORPORATION (“EGH”) (OR SUCH AFFILIATE THEREOF WHICH MAY EMPLOY EMPLOYEE FROM TIME TO TIME SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND WHICH DULY

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EX-10.3 Exhibit 10.3 Execution Version April 2, 2024 Ariel Emanuel Via Email Dear Ariel, The purpose of this letter agreement (“Letter Agreement”) is to memorialize certain terms in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated as of the date hereof, by and among Wildcat EGH Holdco, L.P. (“EGH Holdco”), Wildcat OpCo Holdco, L.P. (“OpCo Holdco”),

Letter Agreement, dated as of April 2, 2024, by and among Patrick Whitesell, Endeavor Group Holdings, Inc., Endeavor Operating Company, LLC, William Morris Endeavor Entertainment, LLC, Wildcat EGH Holdco, L.P. and Wildcat Opco Holdco, L.P.

Exhibit 10.2 Execution Version April 2, 2024 Patrick Whitesell Via Email Dear Patrick, The purpose of this letter agreement (“Letter Agreement”) is to memorialize certain terms in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated as of the date hereof, by and among Wildcat EGH Holdco, L.P. (“EGH Holdco”), Wildcat OpCo Holdco, L.P. (“OpCo Holdco”), Wi

ROLLOVER AGREEMENT

EX-10.2 Exhibit 10.2 CONFIDENTIAL Execution Version ROLLOVER AGREEMENT ROLLOVER AGREEMENT, dated as of April 2, 2024 (this “Agreement”), among (i) Wildcat EGH Holdco, LP, a Delaware limited partnership (“Holdco Parent”), (ii) Wildcat OpCo Holdco, LP, a Delaware limited partnership (“OpCo Parent” and, together with Holdco Parent, the “Parent Entities” and each, a “Parent Entity”), (iii) Patrick Whi

Agreement and Plan of Merger, dated as of April 2, 2024, by and among Endeavor Group Holdings, Inc., Endeavor Executive Holdco, LLC, Endeavor Executive II Holdco, LLC, Endeavor Executive PIU Holdco, LLC, Endeavor Manager, LLC, Endeavor Operating Company, LLC, Wildcat EGH Holdco, L.P., Wildcat OpCo Holdco, L.P., Wildcat PubCo Merger Sub, Inc., Wildcat OpCo Merger Sub, L.L.C., Wildcat Manager Merger Sub L.L.C., Endeavor Executive Holdco, LLC, Endeavor Executive II Holdco, LLC and Endeavor Executive PIU Holdco, LLC.

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among WILDCAT EGH HOLDCO, L.P., WILDCAT OPCO HOLDCO, L.P., WILDCAT PUBCO MERGER SUB, INC., WILDCAT MANAGER MERGER SUB, L.L.C., WILDCAT OPCO MERGER SUB, L.L.C., ENDEAVOR EXECUTIVE HOLDCO, LLC, ENDEAVOR EXECUTIVE II HOLDCO, LLC, ENDEAVOR EXECUTIVE PIU HOLDCO, LLC, ENDEAVOR GROUP HOLDINGS, INC., ENDEAVOR MANAGER, LLC and ENDEAVOR OPERA

Letter Agreement, dated as of April 2, 2024, by and among Ariel Emanuel, Endeavor Group Holdings, Inc., Endeavor Operating Company, LLC, Wildcat EGH Holdco, L.P. and Wildcat Opco Holdco, L.P.

Exhibit 10.1 Execution Version April 2, 2024 Ariel Emanuel Via Email Dear Ariel, The purpose of this letter agreement (“Letter Agreement”) is to memorialize certain terms in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated as of the date hereof, by and among Wildcat EGH Holdco, L.P. (“EGH Holdco”), Wildcat OpCo Holdco, L.P. (“OpCo Holdco”), Wildcat

EDR / Endeavor Group Holdings, Inc. / Emanuel Ariel - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* Endeavor Group Holdings, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 29260Y 10 9 (CUSIP Number) Robert Hilton c/o Endeavor Group Holdings, Inc. 9601 Wilshire Boulevard, 3rd Floor, Beverly Hills, CA 90210 (310) 285-9

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EX-10.4 Exhibit 10.4 Execution Version April 2, 2024 Patrick Whitesell Via Email Dear Patrick, The purpose of this letter agreement (“Letter Agreement”) is to memorialize certain terms in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated as of the date hereof, by and among Wildcat EGH Holdco, L.P. (“EGH Holdco”), Wildcat OpCo Holdco, L.P. (“OpCo Hold

ROLLOVER AGREEMENT

EX-10.1 Exhibit 10.1 CONFIDENTIAL Execution Version ROLLOVER AGREEMENT ROLLOVER AGREEMENT, dated as of April 2, 2024 (this “Agreement”), among (i) Wildcat EGH Holdco, LP, a Delaware limited partnership (“Holdco Parent”), (ii) Wildcat OpCo Holdco, LP, a Delaware limited partnership (“OpCo Parent” and, together with Holdco Parent, the “Parent Entities” and each, a “Parent Entity”), (iii) Ari Emanuel

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): April 2, 2024 Endeavor Group Hold

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): April 2, 2024 Endeavor Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40373 83-3340169 (State or other jurisdiction of incorporation) (Commis

ROLLOVER AGREEMENT

EX-99.L 5 d783012dex99l.htm EX-99.L EXHIBIT L ROLLOVER AGREEMENT ROLLOVER AGREEMENT, dated as of April 2, 2024 (this “Agreement”), among Wildcat EGH Holdco, L.P., a Delaware limited partnership (“Holdco Parent”), Wildcat OpCo Holdco, L.P., a Delaware limited partnership (“OpCo Parent” and, together with Holdco Parent, the “Parent Entities” and each, a “Parent Entity”) and Mark Shapiro (the “Invest

ROLLOVER AGREEMENT

EX-99.K 4 d783012dex99k.htm EX-99.K EXHIBIT K ROLLOVER AGREEMENT ROLLOVER AGREEMENT, dated as of April 2, 2024 (this “Agreement”), among (i) Wildcat EGH Holdco, LP, a Delaware limited partnership (“Holdco Parent”), (ii) Wildcat OpCo Holdco, LP, a Delaware limited partnership (“OpCo Parent” and, together with Holdco Parent, the “Parent Entities” and each, a “Parent Entity”), (iii) Patrick Whitesell

SILVER LAKE TO TAKE ENDEAVOR PRIVATE Endeavor Stockholders to Receive $27.50 Per Share in Cash, a 55% Premium Value to Unaffected Share Price Special Committee of Endeavor’s Independent Directors Unanimously Recommended Approval of Transaction Transa

Exhibit 99.1 SILVER LAKE TO TAKE ENDEAVOR PRIVATE Endeavor Stockholders to Receive $27.50 Per Share in Cash, a 55% Premium Value to Unaffected Share Price Special Committee of Endeavor’s Independent Directors Unanimously Recommended Approval of Transaction Transaction at $13 Billion Equity Value and $25 Billion Consolidated Enterprise Value is Largest Private Equity Sponsor Take-Private in 10 Year

EDR / Endeavor Group Holdings, Inc. / Silver Lake West HoldCo, L.P. - SC 13D/A Activist Investment

SC 13D/A 1 d783012dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Endeavor Group Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.00001 per share (Title of Class of Securities) 29260Y109 (CUSIP Number) Karen M. King, Esq. Silver Lake 2775 Sand Hill Road, Suite 10

Regulation FD Disclosure

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): April 2, 2024 Endeavor Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40373 83-3340169 (State or other jurisdiction of incorporation) (Commis

ROLLOVER AGREEMENT

EX-99.J 3 d783012dex99j.htm EX-99.J EXHIBIT J ROLLOVER AGREEMENT ROLLOVER AGREEMENT, dated as of April 2, 2024 (this “Agreement”), among (i) Wildcat EGH Holdco, LP, a Delaware limited partnership (“Holdco Parent”), (ii) Wildcat OpCo Holdco, LP, a Delaware limited partnership (“OpCo Parent” and, together with Holdco Parent, the “Parent Entities” and each, a “Parent Entity”), (iii) Ari Emanuel (“AE”

VOTING AND SUPPORT AGREEMENT

EX-99.I 2 d783012dex99i.htm EX-99.I Exhibit I VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of April 2, 2024, is entered into by and among Endeavor Group Holdings, Inc., a Delaware corporation (the “Company”), Endeavor Manager, LLC, a Delaware limited liability company (“Manager”), Endeavor Operating Company, LLC, a Delaware limited liability company (

EDR / Endeavor Group Holdings, Inc. / Emanuel Ariel - SC 13D/A Activist Investment

SC 13D/A 1 d780094dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Endeavor Group Holdings, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 29260Y 10 9 (CUSIP Number) Robert Hilton c/o Endeavor Group Holdings, Inc. 9601 Wilshire Boulevard, 3rd Floor, Bever

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): February 28, 2024 Endeavor Group

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): February 28, 2024 Endeavor Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40373 83-3340169 (State or other jurisdiction of incorporation) (Co

Amendment No. 1 to Term Employment Agreement, dated as of February 26, 2024 by and among Endeavor Group Holdings, Inc., Endeavor Operating Company, LLC and Mark Shapiro, dated as of April 19, 2021

Exhibit 10.70 EXECUTION COPY AMENDMENT NO. 1 TO TERM EMPLOYMENT AGREEMENT This Amendment No. 1 to Term Employment Agreement (“Amendment”) is entered into as of February 26, 2024 (the “Amendment Date”), by and among ENDEAVOR GROUP HOLDINGS, INC. (“EGH”), ENDEAVOR OPERATING COMPANY, LLC (“Endeavor Operating Company” or such affiliate thereof which may employ Employee from time to time (“Employer”))

Endeavor Group Holdings, Inc. Policy for Recovery of Erroneously Awarded Compensation

Exhibit 97 ENDEAVOR GROUP HOLDINGS, INC. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION (EXECUTIVE OFFICERS) Endeavor Group Holdings, Inc. (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of October 2, 2023 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined herein are defined in Secti

Endeavor Releases Fourth Quarter and Full Year 2023 Results

Exhibit 99.1 Endeavor Releases Fourth Quarter and Full Year 2023 Results Beverly Hills, CA (February 28, 2024) – Endeavor Group Holdings, Inc. (NYSE: EDR) (“Endeavor” or the “Company”), a global sports and entertainment company, today released its financial results for the quarterly period and fiscal year ended December 31, 2023. 2023 Highlights • $5.960 billion in full year 2023 revenue • Closed

Subsidiaries of Endeavor Group Holdings, Inc.

Exhibit 21.1 Certain subsidiaries of the registrant and their subsidiaries are listed below. Pursuant to Item 601(b)(21) of Regulation S-K, the names of particular subsidiaries have, in certain instances, been omitted because, considered in the aggregate as a single subsidiary, they would not constitute, as of the end of the year covered by this report, a “significant subsidiary” as that term is d

Letter Agreement, dated February 26, 2024, by and among Endeavor Group Holdings, Inc., Endeavor Operating Company, LLC and Seth Krauss

Exhibit 10.72 EXECUTION COPY Endeavor Group Holdings, Inc. Endeavor Operating Company, LLC February 26, 2024 Seth Krauss Via e-mail Re: Retention Bonus Dear Seth, Endeavor Operating Company, LLC, a subsidiary of Endeavor Group Holdings, Inc. (the “Company”, and Endeavor Operating Company, LLC or an affiliate thereof which may employ you from time to time, “Employer”), is pleased to provide you wit

Letter Agreement, dated February 26, 2024, by and among Endeavor Group Holdings, Inc., Endeavor Operating Company, LLC and Jason Lublin

Exhibit 10.71 EXECUTION COPY Endeavor Group Holdings, Inc. Endeavor Operating Company, LLC February 26, 2024 Jason Lublin Via e-mail Re: Retention Bonus Dear Jason, Endeavor Operating Company, LLC, a subsidiary of Endeavor Group Holdings, Inc. (the “Company”, and Endeavor Operating Company, LLC or an affiliate thereof which may employ you from time to time, “Employer”), is pleased to provide you w

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40373 ENDEAVO

EDR / Endeavor Group Holdings, Inc. / AMERIPRISE FINANCIAL INC - SC 13G Passive Investment

SC 13G 1 d784080dsc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities and Exchange Act of 1934 Endeavor Group Holdings, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 29260Y109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

JOINT FILING AGREEMENT

EX-99 2 d765856dex99.htm EX-99 Exhibit 99 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the i

TKO / TKO Group Holdings, Inc. / Endeavor Group Holdings, Inc. - SC 13G Passive Investment

SC 13G Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* TKO Group Holdings, Inc. (Name of Issuer) Class A Common Stock, $0.00001 par value per share (Title of Clas

Amendment No. 1 to Term Employment Agreement, dated as of December 21, 2023 by and among Endeavor Group Holdings, Inc., Endeavor Operating Company, LLC and Seth Krauss, dated April 19, 2021

Exhibit 10.1 EXECUTION COPY AMENDMENT NO. 1 TO TERM EMPLOYMENT AGREEMENT This Amendment No. 1 to Term Employment Agreement (“Amendment”) is entered into as of December 21, 2023 to be made effective as of January 1, 2024 (the “Amendment Date”), by and among ENDEAVOR GROUP HOLDINGS, INC. (“EGH”), ENDEAVOR OPERATING COMPANY, LLC (“Endeavor Operating Company” or such affiliate thereof which may employ

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): December 21, 2023 Endeavor Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40373 83-3340169 (State or other jurisdiction of incorporation) (Co

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 8, 2023 Endeavor Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40373 83-3340169 (State or other jurisdiction of incorporation) (Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-4037

Amendment No.2 to Term Employment Agreement by and among Endeavor Group Holdings, Inc., Endeavor Operating Company, LLC and Jason Lublin, dated November 3, 2023

Exhibit 10.5 AMENDMENT NO. 2 TO TERM EMPLOYMENT AGREEMENT This Amendment No. 2 to Term Employment Agreement (“Amendment”) is entered into as of November 3, 2023 (the “Second Amendment Date”), by and among ENDEAVOR GROUP HOLDINGS, INC. (“EGH”), ENDEAVOR OPERATING COMPANY, LLC (“Endeavor Operating Company” or such affiliate thereof which may employ Employee from time to time (“Employer”)) and JASON

Endeavor Releases Third Quarter 2023 Results

Exhibit 99.1 Endeavor Releases Third Quarter 2023 Results Beverly Hills, CA (November 8, 2023) – Endeavor Group Holdings, Inc. (NYSE: EDR) (“Endeavor” or the “Company”), a global sports and entertainment company, today released its financial results for the quarterly period ended September 30, 2023. Highlights • $1.344 billion in Q3 2023 revenue • Closed UFC and WWE transaction to form TKO Group H

EDR / Endeavor Group Holdings Inc - Class A / Silver Lake West HoldCo, L.P. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Endeavor Group Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.00001 per share (Title of Class of Securities) 29260Y109 (CUSIP Number) Karen M. King, Esq. Silver Lake 2775 Sand Hill Road, Suite 100 Menlo Park, California 94025

Silver Lake Considers Take-Private of Endeavor

EX-99.G 2 d566865dex99g.htm EX-99.G Exhibit G Silver Lake Considers Take-Private of Endeavor October 25, 2023 05:02 PM Eastern Daylight Time MENLO PARK, Calif. & NEW YORK—(BUSINESS WIRE)—Silver Lake, the global leader in technology investing, today issued the following statement regarding the disclosure by Endeavor Group Holdings, Inc. (NYSE: EDR) that it is exploring strategic alternatives: “Silv

Regulation FD Disclosure

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): October 25, 2023 Endeavor Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40373 83-3340169 (State or other jurisdiction of incorporation) (Com

Endeavor Announces Review of Strategic Alternatives

Exhibit 99.1 Endeavor Announces Review of Strategic Alternatives Beverly Hills, CA (October 25, 2023) – Endeavor Group Holdings, Inc. (NYSE: EDR) (“Endeavor” or the “Company”), a global sports and entertainment company, today announced the initiation of a formal review to evaluate strategic alternatives for the Company. As part of this review of strategic alternatives, the Company will not conside

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 12, 2023 Endeavor Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40373 83-3340169 (State or other jurisdiction

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction The following unaudited pro forma condensed combined financial information is presented to illustrate the estimated effects of the transactions involving the business combination of the businesses of World Wrestling Entertainment, Inc. (“WWE”) and TKO Operating Company (“TKO OpCo”), which owns and operates UFC (

ENDEAVOR ANNOUNCES CLOSE OF UFC® AND WWE® TRANSACTION TO CREATE TKO GROUP HOLDINGS, A PREMIUM SPORTS AND ENTERTAINMENT COMPANY New Company to Begin Trading Today, September 12, on the New York Stock Exchange Under “TKO” Ticker Symbol

EX-99.1 Exhibit 99.1 ENDEAVOR ANNOUNCES CLOSE OF UFC® AND WWE® TRANSACTION TO CREATE TKO GROUP HOLDINGS, A PREMIUM SPORTS AND ENTERTAINMENT COMPANY New Company to Begin Trading Today, September 12, on the New York Stock Exchange Under “TKO” Ticker Symbol BEVERLY HILLS, Calif. & STAMFORD, Conn. (September 12, 2023) – Endeavor Group Holdings, Inc. (NYSE: EDR) (“Endeavor”) and World Wrestling Enterta

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): September 12, 2023 Endeavor Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40373 83-3340169 (State or other jurisdiction of incorporation) (C

ENDEAVOR AND WWE® DEAL TO CREATE TKO GROUP HOLDINGS EXPECTED TO CLOSE SEPTEMBER 12 Upon close, TKO will list on New York Stock Exchange, begin public trading

425 Filed by Endeavor Group Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: New Whale Inc. Commission File No. 333-271893 Date: September 7, 2023 On September 7, 2023, Endeavor Group Holdings, Inc. (“Endeavor”) and World Wrestling Entertainment, Inc. (“WWE”) issued a joint press release (the “Press Release”) announcing the expected closing date of the proposed

EDR / Endeavor Group Holdings Inc - Class A / Emanuel Ariel - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Endeavor Group Holdings, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 29260Y 10 9 (CUSIP Number) Robert Hilton c/o Endeavor Group Holdings, Inc. 9601 Wilshire Boulevard, 3rd Floor, Beverly Hills, CA 90210 (310) 285-9

SECTION I STOCK TRADING PLAN OVERVIEW

EX-99.8 2 d482147dex998.htm EX-99.8 Exhibit 99.8 10b5-1 Plan 10b5-1 STOCK TRADING PLAN SECTION I 2 STOCK TRADING PLAN OVERVIEW 2 SECTION II 4 EQUITY INFORMATION 4 CLIENT 4 SECTION III 5 SHARE TRADING INSTRUCTIONS 5 SECTION IV 6 NOTICES, SIGNATURES AND ACKNOWLEDGEMENTS 6 CLIENT 6 GS ENTITY 7 ISSUER 8 SECTION V 9 REPRESENTATIONS, WARRANTIES AND COVENANTS 9 COMPLIANCE WITH RULE 144 11 PLAN TERMS AND

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): August 10, 2023 Endeavor Group Ho

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): August 10, 2023 Endeavor Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40373 83-3340169 (State or other jurisdiction of incorporation) (Comm

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): August 10, 2023 Endeavor Group Ho

425 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): August 10, 2023 Endeavor Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40373 83-3340169 (State or other jurisdiction of incorporation) (

ZUFFA PARENT, LLC INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Consolidated Financial Statements (unaudited): Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022 F-2 Consolidated Statements of Operations for the six months ended

EX-99.1 Exhibit 99.1 ZUFFA PARENT, LLC INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Consolidated Financial Statements (unaudited): Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022 F-2 Consolidated Statements of Operations for the six months ended June 30, 2023 and 2022 F-3 Consolidated Statements of Comprehensive Income for the six months ended June 30, 2023 and 2022 F-4 Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40373 END

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): August 8, 2023 Endeavor Group Hol

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): August 8, 2023 Endeavor Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40373 83-3340169 (State or other jurisdiction of incorporation) (Commi

Tenth Amendment, dated as of June 26, 2023, to the First Lien Credit Agreement, dated as of August 18, 2016, among Zuffa Guarantor, LLC, UFC Holdings, LLC, Goldman Sachs Bank USA, as administrative agent, and the lenders party thereto, as amended.

Execution Version Exhibit 10.6 TENTH AMENDMENT, dated as of June 26, 2023 (this “Amendment”), to the Credit Agreement (as defined below) among UFC Holdings, LLC, as Borrower (the “Borrower”) and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). RECITALS A. Zuffa Guarantor, LLC, the Borrower, the Lenders party thereto from time to time and the Administrative Agent are pa

Endeavor Releases Second Quarter 2023 Results

EX-99.1 Exhibit 99.1 Endeavor Releases Second Quarter 2023 Results Beverly Hills, CA (August 8, 2023) – Endeavor Group Holdings, Inc. (NYSE: EDR) (“Endeavor” or the “Company”), a global sports and entertainment company, today released its financial results for the quarterly period ended June 30, 2023. Highlights • $1.436 billion in Q2 2023 revenue, reflecting year-over-year growth across all four

Amendment No. 11, dated as of June 26, 2023, among WME IMG Holdings LLC, WME IMG, LLC, William Morris Endeavor Entertainment, LLC, IMG Worldwide Holdings, LLC, each lender from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, collateral agent, swingline lender and issuing bank.

Execution Version Exhibit 10.5 AMENDMENT NO. 11, dated as of June 26, 2023 (this “Amendment No. 11”), to the Credit Agreement dated as of May 6, 2014 (as amended and restated by that certain Amendment No. 5 dated as of May 18, 2018 and as further amended, supplemented, amended and restated or otherwise modified from time to time prior to the date hereof, the “Credit Agreement” and, as amended by t

Amendment No. 1, effective as of June 27, 2023, to the Amended and Restated Limited Liability Company Agreement of Endeavor Operating Company, LLC., dated as of April 28, 2021

Exhibit 10.7 AMENDMENT NO. 1 TO LLC AGREEMENT This AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENT (this “Amendment No. 1”), effective as of June 27, 2023, entered into by and among Endeavor Operating Company, LLC, (the “Company”), Endeavor Group Holdings, Inc., a Delaware corporation (“EGH”) and Endeavor Manager, LLC, a Delaware limited liability company, in its capacity as the managing me

Amendment No. 2, dated as of June 29, 2023, to Revolving Credit Agreement dated February 27, 2020, among Endeavor OLE Buyer, LLC, On Location Events, LLC, PrimeSport Holdings, Inc., and JP Morgan Chase Bank, N.A., as administrative agent, and the lenders party thereto.

Execution Version Exhibit 10.8 AMENDMENT NO. 2, dated as of June 29, 2023 (this “Amendment No. 2”), to the Credit Agreement dated as of February 27, 2020 (as amended by Amendment No. 1, dated as of August 12, 2021, and as amended, supplemented, amended and restated or otherwise modified from time to time prior to the date hereof, the “Credit Agreement” and, as amended by this Amendment No. 2, the

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): June 28, 2023 Endeavor Group Hold

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): June 28, 2023 Endeavor Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40373 83-3340169 (State or other jurisdiction of incorporation) (Commis

Endeavor Completes Sale of IMG Academy to BPEA EQT, in Partnership with Nord Anglia Education

EX-99.1 Exhibit 99.1 Endeavor Completes Sale of IMG Academy to BPEA EQT, in Partnership with Nord Anglia Education Beverly Hills, CA (June 28, 2023) – Endeavor Group Holdings, Inc. (NYSE: EDR), a global sports and entertainment company, announced today the closing of its sale of IMG Academy, a leading global sports education institution, to BPEA EQT in an all-cash deal reflecting an enterprise val

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): June 16, 2023 Endeavor Group Hold

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): June 16, 2023 Endeavor Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40373 83-3340169 (State or other jurisdiction of incorporation) (Commis

ZUFFA PARENT, LLC INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Consolidated Financial Statements (unaudited): Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022 2 Consolidated Statements of Operations for the three months ended

EX-99.1 Exhibit 99.1 ZUFFA PARENT, LLC INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Consolidated Financial Statements (unaudited): Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022 2 Consolidated Statements of Operations for the three months ended March 31, 2023 and 2022 3 Consolidated Statements of Comprehensive Income for the three months ended March 31, 2023 and 2022 4 C

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): June 16, 2023 Endeavor Group Hold

425 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): June 16, 2023 Endeavor Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40373 83-3340169 (State or other jurisdiction of incorporation) (Co

Endeavor Group Holdings, Inc. Amended and Restated 2021 Incentive Award Plan

EX-10.1 Exhibit 10.1 ENDEAVOR GROUP HOLDINGS, INC. AMENDED AND RESTATED 2021 INCENTIVE AWARD PLAN (As amended and restated effective April 24, 2023) 1. Purpose. The Endeavor Group Holdings, Inc. Amended and Restated 2021 Incentive Award Plan (as amended from time to time, the “Plan”) is intended to help Endeavor Group Holdings, Inc., a Delaware corporation (including any successor thereto, the “Co

As filed with the United States Securities and Exchange Commission on June 16, 2023

S-8 1 d509617ds8.htm S-8 As filed with the United States Securities and Exchange Commission on June 16, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ENDEAVOR GROUP HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 83-3340169 (State or other jurisdictio

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): June 13, 2023 Endeavor Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40373 83-3340169 (State or other jurisdiction of incorporation) (Commis

Filing Fee Table

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Endeavor Group Holdings, Inc.

EDR / Endeavor Group Holdings Inc - Class A / Emanuel Ariel - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Endeavor Group Holdings, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 29260Y 10 9 (CUSIP Number) Robert Hilton c/o Endeavor Group Holdings, Inc. 9601 Wilshire Boulevard, 3rd Floor, Beverly Hills, CA 90210 (310) 285-9

10b5-1 Preset Diversification Program® (PDP) 1 Table of Contents

EX-99.7 Exhibit 99.7 10b5-1 Preset Diversification Program® (PDP) 1 Table of Contents Part I. Account and Plan Information. Instructions: To be completed by MSSB and reviewed by the Seller. Part II. Trade Schedules. Trade Schedule A – Notice and Authorization of Exercise of Stock Options and Sale of Underlying Stock. Instructions: May not be applicable for some plans. For use by any seller who wis

* * *

425 Filed by Endeavor Group Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: New Whale Inc. Commission File No. 333-271893 Date: May 17, 2023 The following article, authored by Alex Sherman and Mike Calia, was published by CNBC on May 16, 2023, and is available at https://www.cnbc.com/2023/05/16/wwe-ufc-merged-company-tko.html. The combined WWE and UFC will be

ZUFFA PARENT, LLC INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Independent Auditor’s Report F-2 Consolidated Financial Statements: Consolidated Balance Sheets as of December 31, 2022 and 2021 F-4 Consolidated Statements of Operations for the years

EX-99.1 Exhibit 99.1 ZUFFA PARENT, LLC INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Independent Auditor’s Report F-2 Consolidated Financial Statements: Consolidated Balance Sheets as of December 31, 2022 and 2021 F-4 Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020 F-5 Consolidated Statements of Comprehensive Income for the years ended December 31, 2022

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): May 12, 2023 Endeavor Group Holdi

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): May 12, 2023 Endeavor Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40373 83-3340169 (State or other jurisdiction of incorporation) (Commiss

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): May 12, 2023 Endeavor Group Holdi

425 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): May 12, 2023 Endeavor Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40373 83-3340169 (State or other jurisdiction of incorporation) (Com

Endeavor Releases First Quarter 2023 Results Announces Plan to Repurchase Shares and Issue First-Ever Quarterly Dividend

EX-99.1 Exhibit 99.1 Endeavor Releases First Quarter 2023 Results Announces Plan to Repurchase Shares and Issue First-Ever Quarterly Dividend Beverly Hills, CA (May 9, 2023) – Endeavor Group Holdings, Inc. (NYSE: EDR) (“Endeavor”, “EGH”, or the “Company”), a global sports and entertainment company, today released its financial results for the quarterly period ended March 31, 2023. Highlights • Ann

Filed by Endeavor Group Holdings, Inc.

425 Filed by Endeavor Group Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: World Wrestling Entertainment, Inc. Commission File No. 001-16131 Date: May 9, 2023 On May 9, 2023, Endeavor Group Holdings, Inc. (“Endeavor”) issued a press release announcing its first quarter 2023 earnings (“Earnings Release”). The following are excerpts from the Earnings Release re

Third Refinancing Amendment dated as of April 10, 2023, among Zuffa Guarantor, LLC, UFC Holdings, LLC, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent.

Execution Version Exhibit 10.4 Third REfinancing AMENDMENT, dated as of April 10, 2023 (this “Amendment”), to the Credit Agreement (as defined below) among Zuffa Guarantor, LLC, as Holdings (“Holdings”), UFC Holdings, LLC, as Borrower (the “Borrower”), Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”) and the Revolving Lenders (as defined below). RECITALS A. Holdings, th

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): May 9, 2023 Endeavor Group Holdin

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): May 9, 2023 Endeavor Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40373 83-3340169 (State or other jurisdiction of incorporation) (Commissi

Amendment No. 10, dated as of April 10, 2023, among WME IMG Holdings LLC, WME IMG, LLC, William Morris Endeavor Entertainment, LLC, IMG Worldwide Holdings, LLC, each lender from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, collateral agent, swingline lender and issuing bank.

Execution Version Exhibit 10.3 AMENDMENT NO. 10, dated as of April 10, 2023 (this “Amendment No. 10”), to the Credit Agreement dated as of May 6, 2014 (as amended and restated by that certain Amendment No. 5 dated as of May 18, 2018 and as further amended, supplemented, amended and restated or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”) among WME IMG Hold

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40373 EN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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): April 25, 2023 Endeavor Group Hol

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): April 25, 2023 Endeavor Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40373 83-3340169 (State or other jurisdiction of incorporation) (Commi

ENDEAVOR ENTERS AGREEMENT TO SELL IMG ACADEMY TO BPEA EQT, IN PARTNERSHIP WITH NORD ANGLIA EDUCATION, FOR $1.25 BILLION Nord Anglia Education to partner with IMG Academy to collaborate and innovate for companies’ combined 175,000+ students

EX-99.1 Exhibit 99.1 ENDEAVOR ENTERS AGREEMENT TO SELL IMG ACADEMY TO BPEA EQT, IN PARTNERSHIP WITH NORD ANGLIA EDUCATION, FOR $1.25 BILLION Nord Anglia Education to partner with IMG Academy to collaborate and innovate for companies’ combined 175,000+ students BEVERLY HILLS, Calif. (April 25, 2023)—Endeavor Group Holdings, Inc. (NYSE: EDR), a global sports and entertainment company, today announce

Filed by Endeavor Group Holdings, Inc.

425 Filed by Endeavor Group Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: World Wrestling Entertainment, Inc. Commission File No. 001-16131 Date: April 3, 2023 The following is a transcript of an interview of Ariel Emanuel, Chief Executive Officer of Endeavor Group Holdings, Inc. (“Endeavor”) and Vincent K. McMahon, Executive Chairman of the Board of Directo

Stockholders Agreement, dated April 2, 2023, by and between Endeavor Group Holdings, Inc. and Vincent K. McMahon.

EX-10.1 Exhibit 10.1 STOCKHOLDERS AGREEMENT This STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of April 2, 2023, is entered into by and between Endeavor Group Holdings, Inc. a Delaware corporation (“EDR”), and Vincent K. McMahon (the “Stockholder” and together with EDR, the “Parties” and each, a “Party”). All capitalized terms used but not otherwise defined in this Agreement shall have the r

Transaction Agreement, dated April 2, 2023, by and among Endeavor Group Holdings, Inc., Endeavor Operating Company, LLC, Zuffa Parent, LLC, World Wrestling Entertainment, Inc., New Whale Inc., and Whale Merger Sub Inc.

EX-2.1 Exhibit 2.1 TRANSACTION AGREEMENT by and among: ENDEAVOR GROUP HOLDINGS, INC., ENDEAVOR OPERATING COMPANY, LLC, ZUFFA PARENT, LLC, WORLD WRESTLING ENTERTAINMENT, INC., NEW WHALE INC., and WHALE MERGER SUB INC. Dated as of April 2, 2023 TABLE OF CONTENTS Page ARTICLE I THE MERGER, CONVERSION, TRANSFER AND ISSUANCE 3 Section 1.1 WWE Pre-Closing Reorganization 3 Section 1.2 The Merger 3 Sectio

Investor Presentation, dated April 3, 2023.

EX-99.2 Exhibit 99.2

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): April 2, 2023 Endeavor Group Hold

425 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): April 2, 2023 Endeavor Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40373 83-3340169 (State or other jurisdiction of incorporation) (Co

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): April 2, 2023 Endeavor Group Hold

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): April 2, 2023 Endeavor Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40373 83-3340169 (State or other jurisdiction of incorporation) (Commis

ENDEAVOR ANNOUNCES UFC® AND WWE® TO FORM A $21+ BILLION GLOBAL LIVE SPORTS AND ENTERTAINMENT COMPANY New, Publicly Listed Company to be 51% Owned by Endeavor and 49% by Existing WWE Shareholders Endeavor to Contribute UFC into Company at Enterprise V

EX-99.1 Exhibit 99.1 ENDEAVOR ANNOUNCES UFC® AND WWE® TO FORM A $21+ BILLION GLOBAL LIVE SPORTS AND ENTERTAINMENT COMPANY New, Publicly Listed Company to be 51% Owned by Endeavor and 49% by Existing WWE Shareholders Endeavor to Contribute UFC into Company at Enterprise Value of $12.1 Billion BEVERLY HILLS, Calif. and STAMFORD, Conn. (April 3, 2023) – Endeavor Group Holdings, Inc. (NYSE: EDR) (“End

Subsidiaries of Endeavor Group Holdings, Inc.

Exhibit 21.1 Certain subsidiaries of the registrant and their subsidiaries are listed below. Pursuant to Item 601(b)(21) of Regulation S-K, the names of particular subsidiaries have, in certain instances, been omitted because, considered in the aggregate as a single subsidiary, they would not constitute, as of the end of the year covered by this report, a “significant subsidiary” as that term is d

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40373 ENDEAVO

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): February 28, 2023 Endeavor Group

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): February 28, 2023 Endeavor Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40373 83-3340169 (State or other jurisdiction of incorporation) (Co

Amendment No. 1 to Term Employment Agreement by and among Endeavor Group Holdings, Inc., Endeavor Operating Company, LLC and Jason Lublin, dated February 23, 2023

EXECUTION COPY Exhibit 10.37 AMENDMENT NO. 1 TO TERM EMPLOYMENT AGREEMENT This Amendment No. 1 to Term Employment Agreement (“Amendment”) is entered into as of February 23, 2023 (the “Amendment Date”), by and among ENDEAVOR GROUP HOLDINGS, INC. (“EGH”), ENDEAVOR OPERATING COMPANY, LLC (“Endeavor Operating Company” or such affiliate thereof which may employ Employee from time to time (“Employer”) a

Endeavor Releases Fourth Quarter and Full Year 2022 Results

EX-99.1 Exhibit 99.1 Endeavor Releases Fourth Quarter and Full Year 2022 Results Beverly Hills, CA (February 28, 2023) – Endeavor Group Holdings, Inc. (NYSE: EDR) (“Endeavor” or the “Company”), a global sports and entertainment company, today released its financial results for the quarterly period and fiscal year ended December 31, 2022. Highlights • $5.268 billion of Full Year 2022 revenue • UFC

EDR / Endeavor Group Holdings / COATUE MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

Joint Filing Agreement

EX-99.1 2 brhc10048030ex99-1.htm EXHIBIT 1 Exhibit 1 Joint Filing Agreement This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class A Common Stock of Endeavor Group Holdings, Inc., is being filed, and all amendments theret

POWER OF ATTORNEY

EX-99.3 3 brhc10048030ex99-3.htm EXHIBIT 3 Exhibit 3 POWER OF ATTORNEY Know all men by these presents that Jason Carss does hereby make, constitute and appoint David J. Sorkin, Terence P. Gallagher, and Christopher Lee, or any one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigne

EDR / Endeavor Group Holdings / KKR Group Partnership L.P. - SC 13G/A Passive Investment

SC 13G/A 1 brhc10048030sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Endeavor Group Holdings, Inc. (Name of Issuer) Class A common stock, par value $0.00001 per share (Title of Class of Securities) 29260Y109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of

* * * *

CORRESP 1 filename1.htm December 13, 2022 Via EDGAR Submission Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F. Street, N.E. Washington, D.C. 20549 Attn: Suying Li Rufus Decker Re: Endeavor Group Holdings, Inc. Form 10-K for the Fiscal Year Ended December 31, 2021 Filed March 16, 2022 Response Dated November 29, 2022 File No. 001-40373 To the add

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November 29, 2022 Via EDGAR Submission Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F.

Endeavor Releases Third Quarter 2022 Results

Exhibit 99.1 Endeavor Releases Third Quarter 2022 Results Beverly Hills, CA (November 10, 2022) ? Endeavor Group Holdings, Inc. (NYSE: EDR) (?Endeavor? or the ?Company?), a global sports and entertainment company, today released its financial results for the quarterly period ended September 30, 2022. Highlights ? $1.221 billion in Q3 2022 revenue ? Given continued strength across the business and

As filed with the Securities and Exchange Commission on November 10, 2022

Table of Contents As filed with the Securities and Exchange Commission on November 10, 2022 Registration No.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 10, 2022 Endeavor Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40373 83-3340169 (State or other jurisdiction of incorporation) (Co

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Endeavor Group Holdings, Inc.

Amendment, dated November 8, 2022, to Term Employment Agreement by and among Endeavor Group Holdings, Inc., Endeavor Operating Company, LLC and Christian Muirhead, dated April 19, 2021

Exhibit 10.2 AMENDMENT NO. 1 TO TERM EMPLOYMENT AGREEMENT This Amendment No. 1 to Term Employment Agreement (?Amendment?) is entered into as of November 8, 2022 (the ?Amendment Date?), by and among ENDEAVOR GROUP HOLDINGS, INC., ENDEAVOR OPERATING COMPANY, LLC (?Endeavor Operating Company? or such affiliate thereof which may employ Employee from time to time (?Employer?) and CHRISTIAN MUIRHEAD, an

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-4037

Filing Fee Table

Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Endeavor Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1?Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A co

As filed with the United States Securities and Exchange Commission on November 10, 2022

As filed with the United States Securities and Exchange Commission on November 10, 2022 Registration No.

ENDEAVOR COMPLETES ACQUISITION OF SPORTS BETTING COMPANY OPENBET Complementary acquisition supports Endeavor’s expansion in the sports betting ecosystem

Exhibit 99.1 ENDEAVOR COMPLETES ACQUISITION OF SPORTS BETTING COMPANY OPENBET Complementary acquisition supports Endeavor?s expansion in the sports betting ecosystem Beverly Hills, CA (September 30, 2022) ? Endeavor Group Holdings, Inc. (NYSE: EDR), a global sports and entertainment company (?Endeavor?), today closed its previously announced acquisition of OpenBet, a leading content, platform and

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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): September 30, 2022 Endeavor Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40373 83-3340169 (State or other jurisdiction of incorporation) (C

Other Events

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): September 29, 2022 Endeavor Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40373 83-3340169 (State or other jurisdiction of incorporation) (C

Amendment No. 2 to the Equity Purchase Agreement, dated August 2, 2022, by and among Endeavor Group Holdings, Inc., Endeavor Operating Company, LLC and Light & Wonder, Inc.

EXECUTION VERSION Exhibit 10.2 amendment NO. 2 to the EQUITY Purchase Agreement This AMENDMENT NO. 2 TO THE EQUITY PURCHASE AGREEMENT is entered into as of August 2, 2022 (this ?Amendment?), by and between Endeavor Operating Company, LLC, a Delaware limited liability company (?Buyer?), Light & Wonder, Inc. (formerly known as Scientific Games Corporation), a Nevada corporation (?Seller?), and Endea

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40373 END

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 11, 2022 Endeavor Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40373 83-3340169 (State or other jurisdiction of incorporation) (Comm

IMG ACQUIRES MAJORITY STAKE IN BARRETT-JACKSON

Exhibit 99.1 IMG ACQUIRES MAJORITY STAKE IN BARRETT-JACKSON NEW YORK (August 11, 2022) ? IMG, an Endeavor company and global leader in events, media, sports and fashion, has acquired a majority stake in Barrett-Jackson, the premier collector car auction and live events company. IMG, which owns, operates and commercially represents hundreds of events around the world, including Frieze art fairs, th

Endeavor Releases Second Quarter 2022 Results

Exhibit 99.1 Endeavor Releases Second Quarter 2022 Results Beverly Hills, CA (August 11, 2022) ? Endeavor Group Holdings, Inc. (NYSE: EDR) (?Endeavor? or the ?Company?), a global sports and entertainment company, today released its financial results for the quarterly period ended June 30, 2022. Highlights ? $1.313 billion in Q2 2022 revenue ? Continued strength across the portfolio ? Owned Sports

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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): August 11, 2022 Endeavor Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40373 83-3340169 (State or other jurisdiction of incorporation) (Comm

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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): August 9, 2022 Endeavor Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40373 83-3340169 (State or other jurisdiction of incorporation) (Commi

ENDEAVOR TO SELL DIAMOND BASEBALL HOLDINGS TO SILVER LAKE

Exhibit 99.1 ENDEAVOR TO SELL DIAMOND BASEBALL HOLDINGS TO SILVER LAKE Beverly Hills, CA (August 9, 2022) ? Endeavor Group Holdings, Inc. (NYSE: EDR), a global sports and entertainment company, today announced it has entered into a definitive agreement to sell its Professional Development League (PDL) business, Diamond Baseball Holdings (DBH), to Silver Lake, the global leader in technology invest

Amendment No. 1 to the Equity Purchase Agreement, dated June 30, 2022, by and among Endeavor Group Holdings, Inc., Endeavor Operating Company, LLC and Light & Wonder, Inc. (formerly known as Scientific Games Company)

Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 1 TO THE EQUITY PURCHASE AGREEMENT This AMENDMENT NO. 1 TO THE EQUITY PURCHASE AGREEMENT is entered into as of June 30, 2022 (this ?Amendment?), by and between Endeavor Operating Company, LLC, a Delaware limited liability company (?Buyer?), Light & Wonder, Inc. (formerly known as Scientific Games Corporation), a Nevada corporation (?Parent?), and Endeav

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): June 30, 2022 Endeavor Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40373 83-3340169 (State or other jurisdiction of incorporation) (Commis

Submission of Matters to a Vote of Security Holders

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): June 13, 2022 Endeavor Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40373 83-3340169 (State or other jurisdiction of incorporation) (Commis

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 12, 2022 Endeavor Group Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40373 83-3340169 (State or other jurisdiction of incorporation) (Commiss

Endeavor Releases First Quarter 2022 Results

Exhibit 99.1 Endeavor Releases First Quarter 2022 Results Beverly Hills, CA (May 12, 2022) ? Endeavor Group Holdings, Inc. (NYSE: EDR) (?Endeavor? or the ?Company?), a global sports and entertainment company, today released its financial results for the quarterly period ended March 31, 2022. Highlights ? $1.474 billion in Q1 2022 revenue ? All UFC Pay-Per-View (PPV) events in the quarter sold out,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40373 EN

As filed with the Securities and Exchange Commission on May 2, 2022.

As filed with the Securities and Exchange Commission on May 2, 2022. Registration No. 333-257570 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Endeavor Group Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 7900 83-3340169 (State or other jurisd

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Endeavor Group Holdings, Inc.

Powers of Attorney (incorporated by reference to the signature page hereto).

Table of Contents As filed with the Securities and Exchange Commission on May 2, 2022 Registration No.

Schedule 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

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): April 27, 2022 Endeavor Group Hol

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-257570 Prospectus Supplement No. 14 (To Prospectus dated July 13, 2021) This prospectus supplement updates, amends and supplements the prospectus dated July 13, 2021 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-257570). Capitalized terms used in this prospectus supplement and n

On Location, Endeavor China Become Wholly Owned Subsidiaries of Endeavor Subsidiaries’ investors, including the NFL’s 32 Equity and Tencent, exchange their subsidiary-level equity for equity interests in parent company Endeavor

Exhibit 99.1 On Location, Endeavor China Become Wholly Owned Subsidiaries of Endeavor Subsidiaries? investors, including the NFL?s 32 Equity and Tencent, exchange their subsidiary-level equity for equity interests in parent company Endeavor Beverly Hills, CA (April 28,2022) ? Endeavor Group Holdings, Inc. (NYSE: EDR), a global sports and entertainment company, today announced that premium experien