Endeavor Group Holdings Inc. Class A Common Stock

Item 1A. Risk Factors

Our business, financial condition and operating results can be affected by a number of factors, whether currently known or unknown, including but not limited to those described as risk factors, any one or more of which could, directly or indirectly, cause our actual operating results and financial condition to vary materially from past, or anticipated future, operating results and financial condition. For a discussion of these potential risks and uncertainties, see Part I, Item 1A. "Risk Factors" in our 2023 Annual Report and see Part II, Item 1A. "Risk Factors" in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024 and our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, which risk factors from such Quarterly Reports are incorporated herein by reference, as supplemented by the risk factor below. Any of these factors, in whole or in part, could materially and adversely affect our business, financial condition, operating results and the price of our common stock. Other than the risk factors set forth below, there have been no material changes in our risk factors to those included in our 2023 Annual Report. 

We will require a significant amount of cash to service our indebtedness. Our ability to generate cash for, make payments on or refinance our indebtedness as it becomes due depends on may fail to complete the TKO Asset Acquisition if certain required conditions, many factors, some oof which are beyondoutside our control and could impact our ability to continue as a going concern.

Our ability to make payments on, or to refinance our respective obliga, are not satisfied.

The completion of the TKO Asset Acquisitions under, our indebtedness will depend on future operat is subject to various customary closing performance and on economic, financial, competitive, legislative, regulatory, and oconditions, including, but not limited to, (i) ther factors. M absence of any of these factors are beyond our control. Additionally, the terms of the UFC Credit Facilities restrict the ability of the UFC rder, writ, judgment, injunction, decree, ruling, stipulation, directive, assessment, subsidiaries to make distribupoena, verdict, determinations to us, which may limit us from using funds f or award issued, prom the UFC subsidiaries to make payments on our indebtedness under the Culgated or enteredit Facilities. Our consolidated cash balance also includes cash from other consolidated non-wholly owned e, by or with any governmental entities. These businesses mayy that have restrictions ins the effect of making their ability to distribute cash to  TKO Asset Acquisition illegal or otherwise rest of the Company, includraining under the terms of applicable operaor prohibiting agreements or debt agreements, which may require the consummation of the approval of certain of our investors and/or the governing bodies ofTKO Asset Acquisition, (ii) subject to certain of our cexceptionsolidated non-wholly owned subsidiaries based on, the accuracy of the timingrepresentations and amount of distribution. We cannot assure ywarranties 

50

ouf that our business will generate sufficient cash flows from operations or that future borrowings wie parties and (iii) compliance in all be available to us in an amount sufficient to enable us to satisfy our respective omaterial respects by each party with its obligations under our indebtedness or to fund our other needs. In order for us to satisfy our obligations under our indebtednessthe transaction agreement. Despite the parties best efforts, we must continue to execute our business strategy. If we are unable to do so, we may need to refinance all or a portion of our indebtedness ay not be able to satisfy the various closing conditions and obtain the necessary approvals in a timely fashion or before maturity. 

As of June 30, 2024, we had an aggregate of $5.1 billiat all.

Failure to complete the TKO Asset Acquisition outstanding indebtedness, of which $2.2 billion is a term loan under our Senior Credit Facilities scheduled to mature on May 18, 2025 (the Term Loan Indebtedr other dispositions we may contemplate could negatively impact our stock price, future business). We expect that the Term Loan Indebtedness then outstanding will be repaid as part o and financial results.

If the Merger-Related TransacTKO Asset Acquisitions or otherwise anticipate refinancing. If the Merger-Re dispositions we may contemplated Transactions do  is not close when expecompleted, if at all, or if we are unablewe will be subject to refinance or otherwise extendseveral risks, including the Term Loan Indebtedness prifollowing:

payment for to the scheduled maturity datecertain costs, we dohether or not expect to have sufficient cash on hand to repay such Term Loan Indebthe transaction is completedness upon maturity, whi, such would have an adverse effect on our businessas legal, accounting, financial condition,advisor and operating results in the event the lenders declare an event of default and exerciseprinting fees;

negative reactions from their rights and remedies under the Senior Credit Facilities.

As a result of t financial markets, including potential declines in the upcoming maturityprice of the Term Loan Indebtedness, the Company has evaluated plans overour Class A common stock due to the nexfact twelve months beyond the date the accompanying interim consolidated financial statements ihat current prices may reflect a market assumption this Quarterly Report are issued to secure additional liat the TKO Asset Acquidity which include, but are not limited to, (i) repayment or refinancing of the Term Loan Indebtedness as part of the Merger-Relasition or other dispositions we announce will be completed;

diverted Transactions (ii) reducing discreattentionary capital and operating expenses (iii) obtaining addi of our management to the dispositional facilities from banks and renewal of existing bank borrowings rather than to our operations and (iv) proceeds from asset sales. The Company may not be successful in securing additional liquidity or refinancing its outstanding indebtedness, and the feasibility of some of these plans is contingent upon fpursuit of other opportunities that could have been beneficial to us; and

negative impactors outside of the control of the Company. As such, this uncertainty raises substantial doubt about its ability to continue as a going concern.

45

 on our future plans.