The possible end of an era.
TKO submitted a new SEC filing showing that Vince McMahon intends to sell his remaining 8,258,887 shares of TKO stock.
WWE President Nick Khan has registered 234,424 shares for sale.
The intent to sell has been registered, but the shares have not been sold.
This prospectus relates to the resale of up to 8,258,887 shares of our Class A common stock by the selling stockholders named in this prospectus or their permitted transferees.
On September 12, 2023, World Wrestling Entertainment, Inc., a Delaware corporation (“WWE”) and Endeavor Group Holdings, Inc., a Delaware corporation (“Endeavor”), consummated the business combination of the businesses of WWE and TKO Operating Company, LLC (“TKO OpCo”), which owns and operates the Ultimate Fighting Championship (“UFC”), pursuant to the transaction agreement (the “transaction agreement”), by and among Endeavor, Endeavor Operating Company, LLC, a Delaware limited liability company and subsidiary of EDR (“Endeavor OpCo”), TKO OpCo, WWE, TKO Group Holdings, Inc. (f/k/a New Whale Inc.), a Delaware corporation (“TKO Group Holdings”), and Whale Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of TKO Group Holdings (“Merger Sub”).
We are registering the offer and sale from time to time of shares covered by this prospectus pursuant to such stockholders’ registration rights under a registration rights agreement between us and such stockholders. Subject to any contractual restrictions on them selling the shares of our Class A common stock they hold, the selling stockholders may offer, sell or distribute all or a portion of their shares of our Class A common stock publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from the sale of the shares of our Class A common stock owned by the selling stockholders. We will bear all costs, expenses and fees in connection with the registration of these shares of our Class A common stock, including with regard to compliance with state securities or “blue sky” laws. The selling stockholders will bear all commissions and discounts, if any, attributable to their sale of shares of our Class A common stock.
McMahon resigned from his position as TKO Executive Chairman on January 26, one day after former WWE employee Janel Grant filed a lawsuit against WWE, Vince McMahon, and John Laurinaitis. The lawsuit accuses McMahon of sex trafficking, emotional abuse, and sexual assault.
McMahon has been selling shares of his TKO stock since November 2023. WWE and UFC officially merged in September to form TKO.
