TKO Group Holdings, Inc. filed a current report on Form 8-K on November 5, 2026, disclosing the commencement and pricing of a $1.0 billion Senior Secured Notes offering due 2031 by its indirect subsidiary TKO Worldwide Holdings, LLC.

Key Highlights

  • Offering size: $1.0 billion in aggregate principal amount of Senior Secured Notes due 2031.
  • Issuer: TKO Worldwide Holdings, LLC (formerly known as UFC Holdings, LLC), an indirect subsidiary of TKO Group Holdings, Inc.
  • Commencement and pricing: Both the commencement and the pricing of the offering were announced on November 5, 2026.
  • Registration status: The notes have not been and will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption.
  • Exchange listing: TKO Group Holdings Class A Common Stock trades on NYSE:TKO.
  • Signing officer: The report was signed by Andrew Schleimer, Chief Financial Officer.

TKO Worldwide Holdings Prices $1.0 Billion Note Offering on November 5, 2026

According to the filing, TKO Group Holdings, Inc. (NYSE:TKO) announced on November 5, 2026 that its indirect subsidiary, TKO Worldwide Holdings, LLC, formerly known as UFC Holdings, LLC, had commenced an offering of $1.0 billion in aggregate principal amount of Senior Secured Notes due 2031. On the same date, the company disclosed that the pricing of that offering had also been completed, with both announcements accompanied by press releases attached as Exhibit 99.1 and Exhibit 99.2, respectively.

The filing states that the notes are unregistered securities. Specifically, the registrant noted that "the notes being offered in the Offering will not be and have not been registered under the Securities Act of 1933, as amended (the 'Securities Act'), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act." The 8-K further states that the filing "does not constitute an offer to sell or the solicitation of an offer to buy the notes or any other security."

The filing contains forward-looking statements, which the company states are covered by safe harbor provisions under the Private Securities Litigation Reform Act of 1995. According to the registrant, those statements "involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from what is expressed or implied." TKO's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 is cited as the primary source for relevant risk factors.

What Was Disclosed

TKO Group Holdings reported the commencement and same-day pricing of a $1.0 billion Senior Secured Notes offering due 2031 by subsidiary TKO Worldwide Holdings, LLC. The notes are unregistered and may not be offered or sold in the United States without registration or an exemption.