UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40373 ENDEAVOR GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 83-3340169 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 9601 Wilshire Boulevard, 3rd Floor Beverly Hills, CA 90210 (Address of principal executive offices) (Zip Code) (310) 285-9000 (Registrant’s telephone number, including area code) Not Applicable (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Trading Name of each exchange Title of each class Symbol(s) on which registered Class A Common Stock, par value $0.00001 per EDR The New York Stock Exchange share Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Non-accelerated filer ☒ Accelerated filer ☐ Smaller reporting company ☐ 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. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of May 12, 2021, there were 259,498,002 shares of the registrant’s Class A common stock outstanding, 188,450,111 shares of the registrant’s Class X common stock outstanding and 238,154,302 shares of the registrant’s Class Y common stock outstanding. TABLE OF CONTENTS Part I – FINANCIAL INFORMATION Page Item 1. Financial Statements (unaudited) 6 Endeavor Group Holdings, Inc. 6 Balance Sheets as of March 31, 2021 and December 31, 2020 6 Notes to the Financial Statements 7 Endeavor Operating Company, LLC 9 Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020 9 Consolidated Statements of Operations for the Three Months Ended March 31, 2021 and 2020 10 Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended March 31, 2021 and 2020 11 Consolidated Statements of Redeemable Interests and Members’ Equity for the Three Months Ended March 31, 2021 and 2020 12 Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2021 and 2020 13 Notes to Consolidated Financial Statements 14 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 32 Item 3. Quantitative and Qualitative Disclosures about Market Risk 46 Item 4. Controls and Procedures 46 Part II – OTHER INFORMATION Item 1. Legal Proceedings 47 Item 1A. Risk Factors 47 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 75 Item 6. Exhibits 76 FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q (the “Quarterly Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of present and historical facts contained in this Quarterly Report, including without limitation, statements regarding our expectations, beliefs, plans, strategies, objectives, prospects, assumptions, future events or expected performance, are forward-looking statements. Without limiting the foregoing, you can generally identify forward-looking statements by the use of forward-looking terminology, including the terms “may,” “will,” “should,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “project,” “target,” “predict,” “potential,” “contemplate,” or, in each case, their negative, or other variations or comparable terminology and expressions. The forward-looking statements in this Quarterly Report are only predictions and are based on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, and results of operations. These forward-looking statements speak only as of the date of this Quarterly Report and are subject to a number of known and unknown risks, uncertainties and assumptions, including, but not limited to: • the impact of the COVID-19 global pandemic on our business, financial condition, liquidity and results of operations; • changes in public and consumer tastes and preferences and industry trends; • the effect of factors beyond our control, such as adverse economic conditions, on our operations; • our ability to adapt to or manage new content distribution platforms or changes in consumer behavior resulting from new technologies; • our reliance on our professional reputation and brand name; • our dependence on the relationships of our management, agents, and other key personnel with clients across many content categories; • our ability to identify, sign, and retain clients; • our ability to identify, recruit, and retain qualified and experienced agents and managers; • our ability to avoid or manage conflicts of interest arising from our client and business relationships; • the loss or diminished performance of members of our executive management and other key employees; • our dependence on key relationships with television and cable networks, satellite providers, digital streaming partners, corporate sponsors, and other distribution partners; • our ability to effectively manage the integration of and recognize economic benefits from businesses acquired, our operations at our current size, and any future growth; • the conduct of our operations through joint ventures and other investments with third parties; • immigration restrictions and related factors; • failure in technology, including at live events, or security breaches of our information systems; • the unauthorized disclosure of sensitive or confidential client or customer information; • our substantial indebtedness; • our ability to protect our trademarks and other intellectual property rights, including our brand image and reputation, and the possibility that others may allege that we infringe upon their intellectual property rights; 1 • the risks associated with the legislative, judicial, accounting, regulatory, political and economic risks and conditions specific to both domestic and international markets; • fluctuations in foreign currency exchange rates; • litigation and other proceedings to the extent uninsured or underinsured; • our ability to comply with the U.S. and foreign governmental regulations to which we are subject; • our compliance with certain franchise and licensing requirements of unions and guilds and dependence on unionized labor; • our control by Messrs. Emanuel and Whitesell, the Executive Holdcos, and the Silver Lake Equityholders; • risk related to our organization and structure; • risks related to tax matters; • risks related to our Class A common stock; • other important factors that could cause actual results, performance or achievements to differ materially from those contemplated that are found in Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in Part II, Item 1A., “Risk Factors” in this Quarterly Report and in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our final prospectus filed with the Securities and Exchange Commission (the “SEC”) on Form 424(b)(4) on April 30, 2021 (the “Prospectus”) in connection with our initial public offering (the “IPO”). These risks could cause actual results to differ materially from those implied by forward-looking statements in this Quarterly Report. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. Even if our results of operations, financial condition and liquidity and the development of the industry in which we operate are consistent with the forward-looking statements contained in this Quarterly Report, those results or developments may not