TKO Group Holdings, Inc. Earnings Per Share Disclosure
12. EARNINGS PER SHARE
Basic earnings per share is calculated utilizing net income (loss) available to common stockholders of the Company during the years ended December 31, 2025 and 2024 and during the period from September 12, 2023 through December 31, 2023, divided by the weighted average number of shares of TKO Class A common stock outstanding during the same period. Diluted earnings per share is calculated by dividing the net income (loss) available to common stockholders by the diluted weighted average shares outstanding during the same periods. The Company’s outstanding equity-based compensation awards under its equity-based compensation arrangements (see Note 13, Equity-based Compensation) as well as outstanding shares of TKO Class B common stock were anti-dilutive during the periods.
On September 15, 2025, the Company entered into the ASR Agreement with Morgan Stanley & Co. LLC to repurchase $800.0 million of TKO Class A common stock. On September 16, 2025, the Company paid $800 million and received an initial delivery of 3,161,430 shares and final delivery of an additional 1,053,960 shares on November 18, 2025 based on the volume-weighted average price of TKO Class A common stock during the term of the ASR Agreement. The shares received were immediately retired and reduced weighted-average shares outstanding. Refer to Note 10, Stockholders' Equity for further information related to the ASR Agreement.
The following table presents the computation of based and diluted net earnings (loss) per share and weighted average number of shares of the Company’s common stock outstanding for the periods presented (dollars in thousands, except share and per share data):
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Year Ended |
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Year Ended |
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Period From |
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December 31, |
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December 31, |
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September 12 - |
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2025 |
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2024 |
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December 31, 2023 |
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Numerator |
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Net income (loss) attributable to TKO Group Holdings, Inc. |
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$ |
195,403 |
|
|
$ |
9,408 |
|
|
$ |
(35,227 |
) |
Effect of dilutive securities: |
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|
|
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Adjustment to net income attributable to TKO Group Holdings, Inc. from the assumed conversion of Class B shares |
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|
242,811 |
|
|
|
(6,613 |
) |
|
|
— |
|
Net income (loss) attributable to TKO Group Holdings, Inc. used in computing diluted earnings (loss) per share |
|
$ |
438,214 |
|
|
$ |
2,795 |
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|
$ |
(35,227 |
) |
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Denominator |
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Weighted average Class A Common Shares outstanding - Basic |
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|
80,818,190 |
|
|
|
81,340,472 |
|
|
|
82,808,019 |
|
Effect of dilutive securities: |
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Additional shares from RSUs and PSUs, as calculated using the treasury stock method |
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|
1,324,573 |
|
|
|
917,177 |
|
|
|
— |
|
Additional shares from the assumed conversion of Class B shares |
|
|
111,868,309 |
|
|
|
89,616,891 |
|
|
|
— |
|
Weighted average number of shares used in computing diluted earnings (loss) per share |
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|
194,011,072 |
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171,874,540 |
|
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|
82,808,019 |
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Basic earnings (loss) per share |
|
$ |
2.42 |
|
|
$ |
0.12 |
|
|
$ |
(0.43 |
) |
Diluted earnings (loss) per share |
|
$ |
2.26 |
|
|
$ |
0.02 |
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$ |
(0.43 |
) |
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Securities that are anti-dilutive this period |
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Unvested RSUs |
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2,171 |
|
|
|
— |
|
|
|
1,636,626 |
|
Unvested PSUs |
|
|
— |
|
|
|
— |
|
|
|
327,403 |
|
TKO Class B Common Shares |
|
|
— |
|
|
|
— |
|
|
|
89,616,891 |
|
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 25, 2026 | Showing above |
| 2024 | Feb 26, 2025 | |
| 2023 | Feb 27, 2024 | |
About Earnings Per Share Disclosures
The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.
Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.