| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | EDR | Class A Common Stock | Other | -495K | -100% | 0 | Mar 24, 2025 | See Footnotes | F1, F2, F6 | ||
| transaction | EDR | Class A Common Stock | Other | -91.7M | -100% | 0 | Mar 24, 2025 | See Footnotes | F1, F3, F6, F12 | ||
| transaction | EDR | Class A Common Stock | Other | +92.1M | 92.1M | Mar 24, 2025 | See Footnotes | F1, F4, F6 | |||
| transaction | EDR | Class Y Common Stock | Other | -82.1M | -100% | 0 | Mar 24, 2025 | See Footnotes | F1, F2, F6 | ||
| transaction | EDR | Class Y Common Stock | Other | -87.3M | -100% | 0 | Mar 24, 2025 | See Footnotes | F1, F3, F6 | ||
| transaction | EDR | Class Y Common Stock | Other | +169M | 169M | Mar 24, 2025 | See Footnotes | F1, F4, F6 | |||
| transaction | EDR | Class A Common Stock | Disposed to Issuer | -82.6M | -89.59% | 9.59M | Mar 24, 2025 | See Footnotes | F1, F4, F6, F8, F9, F10 | ||
| transaction | EDR | Class A Common Stock | Award | +259M | +2700.25% | 269M | Mar 24, 2025 | See Footnotes | F4, F6, F8, F9, F10, F11 | ||
| transaction | EDR | Class Y Common Stock | Disposed to Issuer | -169M | -100% | 0 | Mar 24, 2025 | See Footnotes | F1, F4, F6, F8, F9, F10 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | EDR | Units of Endeavor Operating Company | Other | -82M | -100% | 0 | Mar 24, 2025 | Class A Common Stock | 0 | See Footnotes | F1, F2, F5, F6, F7, F12 | |||
| transaction | EDR | Units of Endeavor Operating Company | Other | +82M | 82M | Mar 24, 2025 | Class A Common Stock | 82M | See Footnotes | F1, F5, F6, F7 | ||||
| transaction | EDR | Units of Endeavor Operating Company | Disposed to Issuer | -72.8M | -88.81% | 9.17M | Mar 24, 2025 | Class A Common Stock | 72.8M | See Footnotes | F5, F6, F7, F8, F9, F10 | |||
| transaction | EDR | Units of Endeavor Operating Company | Award | +13.1M | +143.26% | 22.3M | Mar 24, 2025 | Class A Common Stock | 13.1M | See Footnotes | F5, F6, F7, F8, F9, F11 |
| Id | Content |
|---|---|
| F1 | Immediately prior to the consummation of the Mergers (as defined below), in connection with an internal reorganization of securities of Endeavor Group Holdings, Inc. (the "Issuer") held by certain investment funds affiliated with Silver Lake Group, L.L.C. ("SLG"), whereby securities held directly by either Silver Lake West HoldCo, L.P. ("West HoldCo") or Silver Lake West HoldCo II, L.P. ("West HoldCo II", and together with West HoldCo, the "HoldCos") were transferred to Wildcat EGH Holdco, L.P. and Wildcat Opco, L.P. Silver Lake West VoteCo, L.L.C. is the general partner of each of the HoldCos, Wildcat EGH Holdco, L.P. and Wildcat Opco, L.P. |
| F2 | Represents securities held by West HoldCo. |
| F3 | Represents securities held by West HoldCo II. |
| F4 | Represents securities held by Wildcat EGH Holdco, L.P. |
| F5 | Represents securities held by Wildcat Opco, L.P. |
| F6 | Silver Lake West VoteCo, L.L.C. is the general partner of each of the HoldCos, Wildcat EGH Holdco, L.P. and Wildcat Opco, L.P. Mr. Durban is a director of the Issuer and is a Co-CEO and Managing Member of SLG. Each of the above may be deemed to be a director by deputization of the Issuer. There was no change in the aggregate amount of securities of the Issuer economically owned by SLG and its affiliates in connection with this reorganization. |
| F7 | Units of Endeavor Operating Company represent limited liability company units of Endeavor Operating Company, LLC ("Endeavor Operating Company Units") and an equal number of paired shares of Class X common stock of the Issuer, which, pursuant to the limited liability company agreement of Endeavor Operating Company, LLC, are together exchangeable by the holder on a one-for-one basis for, at the option of the Issuer, (i) a share of Class A common stock, subject to conversion rate adjustments for stock splits, stock dividends, reclassification and other similar transactions or (ii) subject to certain conditions, an equivalent amount of cash. Shares of Class X common stock of the Issuer have no economic rights and each share of Class X common stock entitles its holder to 1 vote per share. |
| F8 | On March 24, 2025, the Issuer, Wildcat EGH Holdco, L.P. ("Holdco Parent"), an affiliate SLG, Wildcat OpCo Holdco, L.P., an affiliate of SLG ("OpCo Parent" and, together with Holdco Parent, the "Parent Entities"), Wildcat PubCo Merger Sub, Inc., a wholly-owned subsidiary of Holdco Parent ("Company Merger Sub"), Wildcat Manager Merger Sub, L.L.C., a wholly-owned subsidiary of Company Merger Sub ("Manager Merger Sub"), Wildcat OpCo Merger Sub, L.L.C., a wholly-owned subsidiary of OpCo Parent ("OpCo Merger Sub" and, together with Manager Merger Sub and Company Merger Sub, the "Merger Subs"), Endeavor Manager, LLC, a subsidiary of the Issuer ("Manager"), Endeavor Operating Company, LLC, a subsidiary of Manager and indirect subsidiary of the Issuer ("OpCo"), and the other parties thereto, consummated the transactions contemplated by that Agreement and Plan of Merger, dated as of April 2, 2024 (the "Merger Agreement"). |
| F9 | Pursuant to the Merger Agreement, (a) OpCo Merger Sub merged with and into OpCo, with OpCo surviving such merger, collectively owned, directly or indirectly, by OpCo Parent, Manager and certain rollover holders ("Rollover Holders"), (b) immediately following the OpCo merger, Manager Merger Sub merged with and into Manager, with Manager surviving such merger, wholly-owned by the Issuer, and (c) immediately following the Manager merger, Company Merger Sub merged with and into the Issuer, with the Issuer surviving such merger, collectively owned, directly or indirectly, by Holdco Parent and certain Rollover Holders (collectively, the "Mergers"). Each issued and outstanding share of Issuer common stock and Endeavor Operating Company Units held by the Parent Entities or any of their respective affiliates and the Rollover Holders that were issued and outstanding as of immediately prior to the effective time of the Mergers were unaffected by the Mergers and remained issued and outstanding. |
| F10 | Pursuant to the terms of the Merger Agreement, each share of Issuer's common stock and Endeavor Operating Company Units outstanding immediately prior to the effective time of the Mergers (other than certain excluded shares, including certain rollover interests) was canceled and converted automatically into the right to receive $27.50 in cash per share and/or unit, as applicable, without interest and subject to, and in accordance with, the terms of the Merger Agreement. All shares of Class X and Y common stock of the Issuer were canceled for no consideration. |
| F11 | Reflects Class A common stock and/or Endeavor Operating Company Units acquired at a price of $27.50 per share or unit, as applicable, pursuant to the terms of the Merger Agreement and the other transactions contemplated thereby. |
| F12 | Reflects an adjustment upon a reconciliation of the records. |
The numbers reported herein are based on good faith estimates.