Patrick Whitesell - Mar 24, 2025 Form 4 Insider Report for Endeavor Group Holdings, Inc. (EDR)

Role: Executive Chairman, Director, 10%+ Owner
Signature: /s/ Robert Hilton, Attorney-in-fact
Stock symbol: EDR
Transactions as of: Mar 24, 2025
Transactions value $: -$2,001,918
Form type: 4
Date filed: 3/26/2025, 09:50 PM
Previous filing: Feb 28, 2025
Next filing: Apr 2, 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	EDR	Class A Common Stock	Disposed to Issuer	-$2M	-72.8K	-100%	$27.50	0	Mar 24, 2025	By The Patrick Whitesell Revocable Trust	F1, F2, F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	EDR	Units of Executive Holdco	Conversion of derivative security		-595K	-6.99%		7.92M	Mar 24, 2025	Endeavor Operating Company Units	595K		The Patrick Whitesell Revocable Trust	F5, F6
transaction	EDR	Endeavor Operating Company Units	Conversion of derivative security		+595K	+20.05%		3.56M	Mar 24, 2025	Class A Common Stock	595K		Direct	F5, F8
transaction	EDR	Endeavor Operating Company Units	Disposed to Issuer		-3.56M	-100%		0	Mar 24, 2025	Class A Common Stock	3.56M		Direct	F8
holding	EDR	Units of Executive Holdco						98.7K	Mar 24, 2025	Endeavor Operating Company Units	98.7K		By The ELW Irrevocable Trust	F6, F7
holding	EDR	Units of Executive Holdco						98.7K	Mar 24, 2025	Endeavor Operating Company Units	98.7K		By The SCW Irrevocable Trust	F6, F7
holding	EDR	Units of Executive Holdco						98.7K	Mar 24, 2025	Endeavor Operating Company Units	98.7K		By The EVW Irrevocable Trust	F6, F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Pursuant to that certain Agreement and Plan of Merger, dated April 2, 2024 (the "Merger Agreement") by and among the Issuer, Endeavor Manager, LLC ("Manager), Endeavor Operating Company, LLC ("OpCo"), Endeavor Executive Holdco, LLC ("Executive Holdco"), Endeavor Executive II Holdco, LLC, Endeavor Executive PIU Holdco, LLC ("PIU Holdco"), Wildcat EGH Holdco, L.P., Wildcat OpCo Holdco, L.P. ("Holdco Parent"), Wildcat PubCo Merger Sub, Inc., ("Company Merger Sub"), Wildcat Manager Merger Sub, L.L.C ("Manager Merger Sub"), and Wildcat OpCo Merger Sub, L.L.C. ("OpCo Merger Sub"), (a) OpCo Merger Sub merged with and into OpCo, with OpCo surviving the merger (the "OpCo Merger"),
F2	(continued) (b) immediately following the OpCo Merger, Manager Merger Sub merged with and into Manager, with Manager surviving the merger, wholly owned by the Issuer (the "Manager Merger") and (c) immediately following the Manager Merger, Company Merger Sub merged with and into the Issuer, with the Issuer surviving the merger (the "Merger"), collectively owned, directly or indirectly, by Holdco Parent and certain other entities as described in the Merger Agreement (the "Effective Time"). At the Effective Time, each share of the Issuer's Class A common stock, par value $0.0001 per share ("Class A Common Stock"), outstanding immediately prior to the Effective Time, subject to certain exceptions, was automatically cancelled and converted into the right to receive $27.50 in cash, without interest and subject to applicable withholding taxes. At the Effective Time, each share of the Issuer's Class X common stock, par value $0.00001 per share,
F3	(continued) and Class Y common stock, par value $0.00001 per share, outstanding immediately prior to the effective time of the Merger, was automatically cancelled for no consideration.
F4	Reflects a transfer of 72,797 shares of Class A Common Stock to The Patrick Whitesell Revocable Trust that was exempt from reporting.
F5	Immediately prior to the effective time of the OpCo Merger, 595,288 limited liability company units of Executive Holdco held by the Reporting Person were exchanged for limited liability company units of OpCo ("OpCo Units") on a 1-for-1 basis.
F6	Reflects transfers of 98,724 limited liability company units of Executive Holdco to each of The ELW Irrevocable Trust, The SCW Irrevocable Trust and The EVW Irrevocable Trust that were exempt from reporting.
F7	Reflects limited liability company units of Executive Holdco.
F8	At the effective time of the OpCo Merger, each outstanding OpCo Units, subject to certain exceptions, was automatically cancelled and converted into the right to receive $27.50 in cash, without interest and subject to applicable withholding taxes and certain deferrals to take into account certain terms of the existing OpCo Units.