EDR

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)

(310) 285-9000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

On September 30, 2022, Endeavor Group Holdings, Inc., a Delaware corporation (“Endeavor”), issued a press release announcing the closing of the Transaction (as defined below), a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information contained under Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1), shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act except as may be expressly set forth by specific reference in such filing.

On September 30, 2022, Endeavor closed its previously announced acquisition (the “Transaction”) of all of the outstanding equity interests of certain entities, which collectively are engaged in the business of providing products and services to sports betting operators for the purposes of sport wagering, from Light & Wonder, Inc., in exchange for approximately $800 million, consisting of $750 million in cash, subject to certain customary adjustments as set forth in the equity purchase agreement related to the Transaction (as amended), and 2,305,794 newly issued shares of Endeavor’s Class A common stock, a value of $50.0 million based on the volume-weighted average trading price of the Class A common stock for the twenty trading days ended on June 29, 2022.

(d) Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 30, 2022