MCMAHON VINCENT K

SEC source: 0000950170-24-043751 · ownership.xml · nonDerivative · entry 2

MCMAHON VINCENT K · CIK 0001233831 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 8,021,405

F3 · shares: On April 10, 2023, the Reporting Person sold 1,853,724 shares of the Issuer's Class A common stock to the Issuer for an aggregate of $164,999,973.24 pursuant to a Stock Purchase Agreement, dated as of April 7, 2024, by and between the Reporting Person and the Issuer.

F2 · ownership.direct: Excludes 100 shares of the Issuer's Class A common stock owned individually by the Reporting Person's wife, Linda McMahon. The Reporting Person disclaims beneficial ownership of those shares.

SEC source: 0000950170-24-043751 · ownership.xml · nonDerivative · entry 1

MCMAHON VINCENT K · CIK 0001233831 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 9,875,129

F1 · shares: On April 9, 2024, the Reporting Person sold 1,642,970 shares of the Issuer's Class A common stock to WME IMG, LLC for an aggregate of $146,240,759.70 pursuant to a Stock Purchase Agreement, dated as of April 4, 2024, by and between the Reporting Person and WME IMG, LLC.

F2 · ownership.direct: Excludes 100 shares of the Issuer's Class A common stock owned individually by the Reporting Person's wife, Linda McMahon. The Reporting Person disclaims beneficial ownership of those shares.

SEC source: 0000950170-24-028670 · ownership.xml · nonDerivative · entry 1

MCMAHON VINCENT K · CIK 0001233831 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 15,002,105

F1 · shares: On March 7, 2024, the Reporting Person sold an aggregate of 5,350,000 shares of the Issuer's Class A common stock pursuant to Rule 144 under the Securities Act of 1933, as amended.

F1 · price: On March 7, 2024, the Reporting Person sold an aggregate of 5,350,000 shares of the Issuer's Class A common stock pursuant to Rule 144 under the Securities Act of 1933, as amended.

F2 · balance_after: Excludes 83,102 restricted stock units which were forfeited by the Reporting Person in connection with his resignation from his positions as Executive Chair and a member of the board of directors of the Issuer.

F3 · ownership.direct: Excludes 100 shares of the Issuer's Class A common stock owned individually by the Reporting Person's wife, Linda McMahon. The Reporting Person disclaims beneficial ownership of those shares.

SEC source: 0000950170-24-038231 · ownership.xml · derivative · entry 2

MCMAHON VINCENT K · CIK 0001233831 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Common Stock · 3,484,006 shares

Expires not disclosed

F3 · derivative.exercise_price: On March 24, 2020, the Reporting Person entered into a variable prepaid forward sale agreement (the "Agreement") with an unaffiliated bank (the "Bank") relating to 3,484,006 shares of the Issuer's Class A common stock and obligating the Reporting Person to deliver to the Bank up to 3,484,006 shares of the Issuer's Class A common stock (or, at the Reporting Person's election, under certain circumstances, an equivalent amount of cash) to settle the Agreement. On March 1, 2024, the Reporting Person and the Bank amended the Agreement to provide that the Agreement would be fully settled by the Reporting Person's delivery of 3,484,006 shares of the Issuer's Class A common stock to the Bank.

F4 · derivative.exercise_price: (Continued from footnote 3) The physical settlement contemplated by the Agreement were divided into 15 components, each of the first 14 of which were with respect to 232,267 shares of the Issuer's Class A common stock and the last of which was with respect to 232,268 shares of the Issuer's Class A common stock, and took place on each weekday between March 5, 2024 and March 25, 2024. Upon such physical settlement, the Reporting Person received, in the aggregate, approximately $100 million from the Bank.

F3 · date: On March 24, 2020, the Reporting Person entered into a variable prepaid forward sale agreement (the "Agreement") with an unaffiliated bank (the "Bank") relating to 3,484,006 shares of the Issuer's Class A common stock and obligating the Reporting Person to deliver to the Bank up to 3,484,006 shares of the Issuer's Class A common stock (or, at the Reporting Person's election, under certain circumstances, an equivalent amount of cash) to settle the Agreement. On March 1, 2024, the Reporting Person and the Bank amended the Agreement to provide that the Agreement would be fully settled by the Reporting Person's delivery of 3,484,006 shares of the Issuer's Class A common stock to the Bank.

F4 · date: (Continued from footnote 3) The physical settlement contemplated by the Agreement were divided into 15 components, each of the first 14 of which were with respect to 232,267 shares of the Issuer's Class A common stock and the last of which was with respect to 232,268 shares of the Issuer's Class A common stock, and took place on each weekday between March 5, 2024 and March 25, 2024. Upon such physical settlement, the Reporting Person received, in the aggregate, approximately $100 million from the Bank.

F3 · deemedExecutionDate: On March 24, 2020, the Reporting Person entered into a variable prepaid forward sale agreement (the "Agreement") with an unaffiliated bank (the "Bank") relating to 3,484,006 shares of the Issuer's Class A common stock and obligating the Reporting Person to deliver to the Bank up to 3,484,006 shares of the Issuer's Class A common stock (or, at the Reporting Person's election, under certain circumstances, an equivalent amount of cash) to settle the Agreement. On March 1, 2024, the Reporting Person and the Bank amended the Agreement to provide that the Agreement would be fully settled by the Reporting Person's delivery of 3,484,006 shares of the Issuer's Class A common stock to the Bank.

F4 · deemedExecutionDate: (Continued from footnote 3) The physical settlement contemplated by the Agreement were divided into 15 components, each of the first 14 of which were with respect to 232,267 shares of the Issuer's Class A common stock and the last of which was with respect to 232,268 shares of the Issuer's Class A common stock, and took place on each weekday between March 5, 2024 and March 25, 2024. Upon such physical settlement, the Reporting Person received, in the aggregate, approximately $100 million from the Bank.

F3 · price: On March 24, 2020, the Reporting Person entered into a variable prepaid forward sale agreement (the "Agreement") with an unaffiliated bank (the "Bank") relating to 3,484,006 shares of the Issuer's Class A common stock and obligating the Reporting Person to deliver to the Bank up to 3,484,006 shares of the Issuer's Class A common stock (or, at the Reporting Person's election, under certain circumstances, an equivalent amount of cash) to settle the Agreement. On March 1, 2024, the Reporting Person and the Bank amended the Agreement to provide that the Agreement would be fully settled by the Reporting Person's delivery of 3,484,006 shares of the Issuer's Class A common stock to the Bank.

F4 · price: (Continued from footnote 3) The physical settlement contemplated by the Agreement were divided into 15 components, each of the first 14 of which were with respect to 232,267 shares of the Issuer's Class A common stock and the last of which was with respect to 232,268 shares of the Issuer's Class A common stock, and took place on each weekday between March 5, 2024 and March 25, 2024. Upon such physical settlement, the Reporting Person received, in the aggregate, approximately $100 million from the Bank.

F3 · derivative.exercise_date: On March 24, 2020, the Reporting Person entered into a variable prepaid forward sale agreement (the "Agreement") with an unaffiliated bank (the "Bank") relating to 3,484,006 shares of the Issuer's Class A common stock and obligating the Reporting Person to deliver to the Bank up to 3,484,006 shares of the Issuer's Class A common stock (or, at the Reporting Person's election, under certain circumstances, an equivalent amount of cash) to settle the Agreement. On March 1, 2024, the Reporting Person and the Bank amended the Agreement to provide that the Agreement would be fully settled by the Reporting Person's delivery of 3,484,006 shares of the Issuer's Class A common stock to the Bank.

F4 · derivative.exercise_date: (Continued from footnote 3) The physical settlement contemplated by the Agreement were divided into 15 components, each of the first 14 of which were with respect to 232,267 shares of the Issuer's Class A common stock and the last of which was with respect to 232,268 shares of the Issuer's Class A common stock, and took place on each weekday between March 5, 2024 and March 25, 2024. Upon such physical settlement, the Reporting Person received, in the aggregate, approximately $100 million from the Bank.

F3 · derivative.expiration_date: On March 24, 2020, the Reporting Person entered into a variable prepaid forward sale agreement (the "Agreement") with an unaffiliated bank (the "Bank") relating to 3,484,006 shares of the Issuer's Class A common stock and obligating the Reporting Person to deliver to the Bank up to 3,484,006 shares of the Issuer's Class A common stock (or, at the Reporting Person's election, under certain circumstances, an equivalent amount of cash) to settle the Agreement. On March 1, 2024, the Reporting Person and the Bank amended the Agreement to provide that the Agreement would be fully settled by the Reporting Person's delivery of 3,484,006 shares of the Issuer's Class A common stock to the Bank.

F4 · derivative.expiration_date: (Continued from footnote 3) The physical settlement contemplated by the Agreement were divided into 15 components, each of the first 14 of which were with respect to 232,267 shares of the Issuer's Class A common stock and the last of which was with respect to 232,268 shares of the Issuer's Class A common stock, and took place on each weekday between March 5, 2024 and March 25, 2024. Upon such physical settlement, the Reporting Person received, in the aggregate, approximately $100 million from the Bank.

SEC source: 0000950170-24-038231 · ownership.xml · nonDerivative · entry 1

MCMAHON VINCENT K · CIK 0001233831 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 11,518,099

F1 · date: In the Form 3, filed with the U.S. Securities and Exchange Commission on September 12, 2023, the Reporting Person included the 3,484,006 shares of the Issuer's Class A common stock subject to the Agreement (as defined below) in both his Table I and Table II totals. This adjustment is to reflect the erroneous inclusions of such shares in Table I.

F1 · shares: In the Form 3, filed with the U.S. Securities and Exchange Commission on September 12, 2023, the Reporting Person included the 3,484,006 shares of the Issuer's Class A common stock subject to the Agreement (as defined below) in both his Table I and Table II totals. This adjustment is to reflect the erroneous inclusions of such shares in Table I.

F1 · price: In the Form 3, filed with the U.S. Securities and Exchange Commission on September 12, 2023, the Reporting Person included the 3,484,006 shares of the Issuer's Class A common stock subject to the Agreement (as defined below) in both his Table I and Table II totals. This adjustment is to reflect the erroneous inclusions of such shares in Table I.

F1 · balance_after: In the Form 3, filed with the U.S. Securities and Exchange Commission on September 12, 2023, the Reporting Person included the 3,484,006 shares of the Issuer's Class A common stock subject to the Agreement (as defined below) in both his Table I and Table II totals. This adjustment is to reflect the erroneous inclusions of such shares in Table I.

F2 · ownership.direct: Excludes 100 shares of the Issuer's Class A common stock owned individually by the Reporting Person's wife, Linda McMahon. The Reporting Person disclaims beneficial ownership of those shares.

SEC source: 0000950170-23-063967 · ownership.xml · nonDerivative · entry 1

MCMAHON VINCENT K · CIK 0001233831 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 20,435,207

F1 · shares: Pursuant to an underwriting agreement, dated November 9, 2023, among the Issuer, the underwriters listed on Schedule II thereto and the Reporting Person, the Reporting Person sold 8,400,000 shares of the Issuer's Class A common stock in an underwritten secondary public offering, which closed on November 14, 2023. The shares were sold at a public offering price of $79.80 per share, and the Reporting Person paid an underwriting discount and commission of $3.39 per share, resulting in a net price of $76.41 per share.

F1 · price: Pursuant to an underwriting agreement, dated November 9, 2023, among the Issuer, the underwriters listed on Schedule II thereto and the Reporting Person, the Reporting Person sold 8,400,000 shares of the Issuer's Class A common stock in an underwritten secondary public offering, which closed on November 14, 2023. The shares were sold at a public offering price of $79.80 per share, and the Reporting Person paid an underwriting discount and commission of $3.39 per share, resulting in a net price of $76.41 per share.

F2 · balance_after: Includes 83,102 restricted stock units ("TKO RSUs"). Each TKO RSU represents a contingent right to receive one share of the Issuer's Class A common stock.

F3 · ownership.direct: Excludes 100 shares of the Issuer's Class A common stock owned individually by the Reporting Person's wife, Linda McMahon. The Reporting Person disclaims beneficial ownership of those shares.

SEC source: 0000899243-23-018758 · doc4.xml · derivative · entry 4

MCMAHON VINCENT K · CIK 0001233831 · Director · Executive Chairman · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Common Stock · 28,682,948 shares

Expires not disclosed

F4 · derivative.exercise_price: Pursuant to the Transaction Agreement, dated as of April 2, 2023, among WWE, Endeavor Group Holdings, Inc., Endeavor Operating Company, LLC, TKO Operating Company, LLC (f/k/a Zuffa Parent, LLC), TKO Group Holdings, Inc. (f/k/a New Whale Inc., "TKO") and Whale Merger Sub Inc (the "Transaction Agreement"), each share of WWE common stock was converted into the right to receive one share of TKO Class A common stock.

F6 · derivative.exercise_date: N/A

F6 · derivative.expiration_date: N/A

SEC source: 0000899243-23-018758 · doc4.xml · nonDerivative · entry 3

MCMAHON VINCENT K · CIK 0001233831 · Director · Executive Chairman · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

F5 · price: Pursuant to the Transaction Agreement, each outstanding award of time-based WWE RSUs was converted into an award of TKO RSUs, on the same terms and conditions as were applicable under the original WWE RSUs immediately prior to the effective time of the conversion (including any provisions for acceleration) on a one-to-one basis.

SEC source: 0000899243-23-018758 · doc4.xml · nonDerivative · entry 2

MCMAHON VINCENT K · CIK 0001233831 · Director · Executive Chairman · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 83,102

F3 · shares: Excludes 100 shares of Class A common stock of WWE owned individually by Mr. McMahon's wife, Linda McMahon. Mr. McMahon disclaims beneficial ownership of those shares.

F4 · price: Pursuant to the Transaction Agreement, dated as of April 2, 2023, among WWE, Endeavor Group Holdings, Inc., Endeavor Operating Company, LLC, TKO Operating Company, LLC (f/k/a Zuffa Parent, LLC), TKO Group Holdings, Inc. (f/k/a New Whale Inc., "TKO") and Whale Merger Sub Inc (the "Transaction Agreement"), each share of WWE common stock was converted into the right to receive one share of TKO Class A common stock.

F2 · balance_after: Also includes shares acquired as a result of dividend accruals, all of which are exempt under Section 16.

SEC source: 0000899243-23-018758 · doc4.xml · nonDerivative · entry 1

MCMAHON VINCENT K · CIK 0001233831 · Director · Executive Chairman · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 152,259

F1 · price: In connection with the closing of the transactions under the Transaction Agreement (as defined below), performance stock units of World Wrestling Entertainment, LLC (f/k/a World Wrestling Entertainment, Inc., "WWE"), which were granted in February 2023, subject to financial and/or operational performance goals, were equitably adjusted into time-based WWE restricted stock units ("RSUs") at target level, subject to vesting over three years. Each WWE RSU reflects the right to receive one share of WWE Class A common stock following vesting.

F2 · balance_after: Also includes shares acquired as a result of dividend accruals, all of which are exempt under Section 16.

SEC source: 0000950142-23-000858 · es230344944_4-mcmahon.xml · nonDerivative · entry 1

MCMAHON VINCENT K · CIK 0001233831 · Director · Executive Chairman · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 121,059

F1 · shares: Consists of restricted stock units made as an annual grant of restricted stock units. The restricted stock units vest on the same terms as annual grants made to other employees in February 2023.

F2 · ownership.direct: Excludes 100 shares of Class A Common Stock owned individually by Mr. McMahon's wife, Linda McMahon. Mr. McMahon disclaims beneficial ownership of those shares.

SEC source: 0000898432-22-000474 · form4.xml · nonDerivative · entry 1

MCMAHON VINCENT K · CIK 0001233831 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 69,157

F1 · kind: Consists of a portion of unvested stock units previously reported in Table I which were forfeited by Mr. McMahon in connection with his retirement from the Company effective July 22, 2022.

F1 · shares: Consists of a portion of unvested stock units previously reported in Table I which were forfeited by Mr. McMahon in connection with his retirement from the Company effective July 22, 2022.

F2 · balance_after: Excludes 100 shares of Class A Common Stock owned individually by Mr. McMahon's wife, Linda McMahon. Mr. McMahon disclaims beneficial ownership of those shares.

SEC source: 0000898432-22-000471 · form4.xml · nonDerivative · entry 1

MCMAHON VINCENT K · CIK 0001233831 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 107,676

F1 · kind: Consists of a portion of vesting stock units withheld by the Company to pay withholding taxes priced at the close of business on July 20, 2022.

F1 · shares: Consists of a portion of vesting stock units withheld by the Company to pay withholding taxes priced at the close of business on July 20, 2022.

F2 · balance_after: Includes 256 shares of dividend accruals not previously reported because they are exempt under Section 16. Excludes 100 shares of Class A Common Stock owned individually by Mr. McMahon's wife, Linda McMahon. Mr. McMahon disclaims beneficial ownership of those shares.

SEC source: 0000898432-22-000075 · form4.xml · nonDerivative · entry 1

MCMAHON VINCENT K · CIK 0001233831 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 119,873

F1 · shares: Consists of performance stock units that on the transaction date met their performance requirements. The units remain subject to vesting and forfeiture provisions.

F2 · balance_after: Includes 81 shares of dividend accruals not previously reported because they are exempt under Section 16. Excludes 100 shares of Class A Common Stock owned individually by Mr. McMahon's wife, Linda McMahon. Mr. McMahon disclaims beneficial ownership of those shares.

SEC source: 0001091907-21-000049 · edgar.xml · nonDerivative · entry 1

MCMAHON VINCENT K · CIK 0001233831 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 72,265

F1 · kind: Consists of a portion of vesting stock units withheld by the Company to pay withholding taxes priced at the close of business on July 20, 2021.

F1 · shares: Consists of a portion of vesting stock units withheld by the Company to pay withholding taxes priced at the close of business on July 20, 2021.

F2 · balance_after: Includes 234 shares of dividend accruals not previously reported because such acquisitions are exempt under Section 16. Excludes 100 shares of Class A Common Stock owned individually by Mr. McMahon's wife, Linda McMahon, the beneficial ownership of which is disclaimed by Mr. McMahon.

SEC source: 0000898432-21-000101 · form4.xml · nonDerivative · entry 1

MCMAHON VINCENT K · CIK 0001233831 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 89,496

F1 · shares: Consists of performance stock units that on the transaction date met their performance requirements. The units remain subject to vesting and forfeiture provisions.

F2 · balance_after: Includes 200 shares of dividend accruals not previously reported because they are exempt under Section 16. Excludes 100 shares of Class A Common Stock owned individually by Mr. McMahon's wife, Linda McMahon. Mr. McMahon disclaims beneficial ownership of those shares.

SEC source: 0001091907-20-000056 · edgar.xml · nonDerivative · entry 1

MCMAHON VINCENT K · CIK 0001233831 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 69,421

F1 · kind: Consists of a portion of vesting stock units withheld by the Company to pay withholding taxes priced at the close of business on July 20, 2020.

F1 · shares: Consists of a portion of vesting stock units withheld by the Company to pay withholding taxes priced at the close of business on July 20, 2020.

F2 · balance_after: Includes 422 shares of dividend accruals not previously reported because such acquisitions are exempt under Section 16. Excludes 100 shares of Class A Common Stock owned individually by Mr. McMahon's wife, Linda McMahon, the beneficial ownership of which is disclaimed by Mr. McMahon.

SEC source: 0000898432-20-000424 · form4.xml · derivative · entry 1

MCMAHON VINCENT K · CIK 0001233831 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,484,006

Underlying: Class B Common Stock, par value $.01 per share · 3,484,006 shares

Expires not disclosed

F1 · derivative.exercise_price: On March 24, 2020, the reporting person entered into a variable prepaid forward sale agreement (the "Agreement") with an unaffiliated bank (the "Bank") relating to 3,484,006 shares of Class B common stock of the Issuer and obligating the reporting person to deliver to the Bank up to 3,484,006 shares of Class A common stock of the Issuer (or, at the reporting person's election, under certain circumstances, an equivalent amount of cash) to settle the Agreement. Class B common stock is convertible, on a one-for-one basis, at any time into shares of the Issuer's Class A common stock at the option of the holder.

F2 · derivative.exercise_price: In exchange for entering into the Agreement and assuming the obligations thereunder, the reporting person received a cash payment of $85,000,000. The reporting person pledged 3,484,006 shares of Class B common stock (the "Pledged Shares") to secure his obligations under the Agreement, and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledge (and thereafter if the reporting person settles the Agreement in cash).

F3 · derivative.exercise_price: Under the Agreement, on each of the 15 settlement dates in March 2024 the reporting person will be obligated to deliver to the Bank a number of shares of the Issuer's Class A common stock determined as follows (or, under certain circumstances, at the reporting person's election, he may pay an equivalent amount in cash): (a) if the volume weighted average price of the Issuer's Class A common stock on the related valuation date (the "Settlement Price") is less than or equal to $36.00 ( the "Floor Price"), the reporting person will deliver to the Bank 232,267 shares (i.e., the ratable portion of the Pledged Shares to be delivered with respect to each settlement date) except for the last settlement date would be 232,268 shares;

F4 · derivative.exercise_price: (continued from footnote 3) (b) if the Settlement Price is between the Floor Price and $64.80 (the "Cap Price"), the reporting person will deliver to the Bank a number of shares of the Issuer's Class A common stock equal to 232,267 shares (or 232,268 shares in the case of the last settlement date) multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, the reporting person will deliver to the Bank the number of shares of the Issuer's Class A common stock equal to the product of (i) 232,267 shares (or 232,268 shares in the case of the last settlement date) and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F1 · price: On March 24, 2020, the reporting person entered into a variable prepaid forward sale agreement (the "Agreement") with an unaffiliated bank (the "Bank") relating to 3,484,006 shares of Class B common stock of the Issuer and obligating the reporting person to deliver to the Bank up to 3,484,006 shares of Class A common stock of the Issuer (or, at the reporting person's election, under certain circumstances, an equivalent amount of cash) to settle the Agreement. Class B common stock is convertible, on a one-for-one basis, at any time into shares of the Issuer's Class A common stock at the option of the holder.

F2 · price: In exchange for entering into the Agreement and assuming the obligations thereunder, the reporting person received a cash payment of $85,000,000. The reporting person pledged 3,484,006 shares of Class B common stock (the "Pledged Shares") to secure his obligations under the Agreement, and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledge (and thereafter if the reporting person settles the Agreement in cash).

F3 · price: Under the Agreement, on each of the 15 settlement dates in March 2024 the reporting person will be obligated to deliver to the Bank a number of shares of the Issuer's Class A common stock determined as follows (or, under certain circumstances, at the reporting person's election, he may pay an equivalent amount in cash): (a) if the volume weighted average price of the Issuer's Class A common stock on the related valuation date (the "Settlement Price") is less than or equal to $36.00 ( the "Floor Price"), the reporting person will deliver to the Bank 232,267 shares (i.e., the ratable portion of the Pledged Shares to be delivered with respect to each settlement date) except for the last settlement date would be 232,268 shares;

F4 · price: (continued from footnote 3) (b) if the Settlement Price is between the Floor Price and $64.80 (the "Cap Price"), the reporting person will deliver to the Bank a number of shares of the Issuer's Class A common stock equal to 232,267 shares (or 232,268 shares in the case of the last settlement date) multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, the reporting person will deliver to the Bank the number of shares of the Issuer's Class A common stock equal to the product of (i) 232,267 shares (or 232,268 shares in the case of the last settlement date) and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F1 · derivative.exercise_date: On March 24, 2020, the reporting person entered into a variable prepaid forward sale agreement (the "Agreement") with an unaffiliated bank (the "Bank") relating to 3,484,006 shares of Class B common stock of the Issuer and obligating the reporting person to deliver to the Bank up to 3,484,006 shares of Class A common stock of the Issuer (or, at the reporting person's election, under certain circumstances, an equivalent amount of cash) to settle the Agreement. Class B common stock is convertible, on a one-for-one basis, at any time into shares of the Issuer's Class A common stock at the option of the holder.

F2 · derivative.exercise_date: In exchange for entering into the Agreement and assuming the obligations thereunder, the reporting person received a cash payment of $85,000,000. The reporting person pledged 3,484,006 shares of Class B common stock (the "Pledged Shares") to secure his obligations under the Agreement, and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledge (and thereafter if the reporting person settles the Agreement in cash).

F3 · derivative.exercise_date: Under the Agreement, on each of the 15 settlement dates in March 2024 the reporting person will be obligated to deliver to the Bank a number of shares of the Issuer's Class A common stock determined as follows (or, under certain circumstances, at the reporting person's election, he may pay an equivalent amount in cash): (a) if the volume weighted average price of the Issuer's Class A common stock on the related valuation date (the "Settlement Price") is less than or equal to $36.00 ( the "Floor Price"), the reporting person will deliver to the Bank 232,267 shares (i.e., the ratable portion of the Pledged Shares to be delivered with respect to each settlement date) except for the last settlement date would be 232,268 shares;

F4 · derivative.exercise_date: (continued from footnote 3) (b) if the Settlement Price is between the Floor Price and $64.80 (the "Cap Price"), the reporting person will deliver to the Bank a number of shares of the Issuer's Class A common stock equal to 232,267 shares (or 232,268 shares in the case of the last settlement date) multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, the reporting person will deliver to the Bank the number of shares of the Issuer's Class A common stock equal to the product of (i) 232,267 shares (or 232,268 shares in the case of the last settlement date) and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F1 · derivative.expiration_date: On March 24, 2020, the reporting person entered into a variable prepaid forward sale agreement (the "Agreement") with an unaffiliated bank (the "Bank") relating to 3,484,006 shares of Class B common stock of the Issuer and obligating the reporting person to deliver to the Bank up to 3,484,006 shares of Class A common stock of the Issuer (or, at the reporting person's election, under certain circumstances, an equivalent amount of cash) to settle the Agreement. Class B common stock is convertible, on a one-for-one basis, at any time into shares of the Issuer's Class A common stock at the option of the holder.

F2 · derivative.expiration_date: In exchange for entering into the Agreement and assuming the obligations thereunder, the reporting person received a cash payment of $85,000,000. The reporting person pledged 3,484,006 shares of Class B common stock (the "Pledged Shares") to secure his obligations under the Agreement, and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledge (and thereafter if the reporting person settles the Agreement in cash).

F3 · derivative.expiration_date: Under the Agreement, on each of the 15 settlement dates in March 2024 the reporting person will be obligated to deliver to the Bank a number of shares of the Issuer's Class A common stock determined as follows (or, under certain circumstances, at the reporting person's election, he may pay an equivalent amount in cash): (a) if the volume weighted average price of the Issuer's Class A common stock on the related valuation date (the "Settlement Price") is less than or equal to $36.00 ( the "Floor Price"), the reporting person will deliver to the Bank 232,267 shares (i.e., the ratable portion of the Pledged Shares to be delivered with respect to each settlement date) except for the last settlement date would be 232,268 shares;

F4 · derivative.expiration_date: (continued from footnote 3) (b) if the Settlement Price is between the Floor Price and $64.80 (the "Cap Price"), the reporting person will deliver to the Bank a number of shares of the Issuer's Class A common stock equal to 232,267 shares (or 232,268 shares in the case of the last settlement date) multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, the reporting person will deliver to the Bank the number of shares of the Issuer's Class A common stock equal to the product of (i) 232,267 shares (or 232,268 shares in the case of the last settlement date) and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

SEC source: 0000898432-20-000105 · form4.xml · nonDerivative · entry 1

MCMAHON VINCENT K · CIK 0001233831 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 81,761

F1 · shares: Consists of performance stock units that on the transaction date met their performance requirements. The units remain subject to vesting and forfeiture provisions.

F2 · balance_after: Includes 192 shares of dividend accruals not previously reported because they are exempt under Section 16. Excludes 100 shares of Class A Common Stock owned individually by Mr. McMahon's wife, Linda McMahon. Mr. McMahon disclaims beneficial ownership of those shares.

SEC source: 0000898432-19-001010 · form4.xml · nonDerivative · entry 1

MCMAHON VINCENT K · CIK 0001233831 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 69,113

F1 · kind: Consists of a portion of vesting stock units withheld by the Company to pay withholding taxes priced at the close of business on July 19, 2019.

F1 · shares: Consists of a portion of vesting stock units withheld by the Company to pay withholding taxes priced at the close of business on July 19, 2019.

F2 · balance_after: Includes 248 shares of dividend accruals not previously reported because such acquisitions are exempt under Section 16. Excludes 100 shares of Class A Common Stock owned individually by Mr. McMahon's wife, Linda McMahon, the beneficial ownership of which is disclaimed by Mr. McMahon.

SEC source: 0000898432-19-000566 · form4.xml · derivative · entry 3

MCMAHON VINCENT K · CIK 0001233831 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 28,682,948

Underlying: Class A Common Stock, par value $.01 per share · 3,204,427 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · security: Class B Common Stock is convertible, on a one-for-one basis, at any time into Class A Common Stock at the option of the holder.

F5 · derivative.exercise_date: N/A

F5 · derivative.expiration_date: N/A

SEC source: 0000898432-19-000566 · form4.xml · nonDerivative · entry 2

MCMAHON VINCENT K · CIK 0001233831 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 81,492

F2 · kind: All 3,204,427 of the shares of Class A Common Stock were sold in a block sale at a price of $81.45 per share.

F2 · price: All 3,204,427 of the shares of Class A Common Stock were sold in a block sale at a price of $81.45 per share.

F3 · balance_after: Consists of performance stock units that met their performance requirements on February 7, 2019. The units remain subject to vesting and forfeiture provisions. Excludes 100 shares of Class A Common Stock and 566,670 shares of Class B Common Stock owned individually by Mr. McMahon's wife, Linda McMahon, the beneficial ownership of which has been reported separately by Linda McMahon and disclaimed by Mr. McMahon.

SEC source: 0000898432-19-000566 · form4.xml · nonDerivative · entry 1

MCMAHON VINCENT K · CIK 0001233831 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,285,919

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Vincent K. McMahon ("Mr. McMahon") converted 3,204,427 shares of Class B Common Stock into 3,204,427 shares of Class A Common Stock on March 27, 2019.

SEC source: 0000898432-19-000193 · form4.xml · nonDerivative · entry 1

MCMAHON VINCENT K · CIK 0001233831 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 81,492

F1 · shares: Consists of performance stock units that on the transaction date met their performance requirements. The units remain subject to vesting and forfeiture provisions.

F2 · balance_after: Excludes 100 shares of Class A Common Stock owned individually by Mr. McMahon's wife, Linda McMahon. Mr. McMahon disclaims beneficial ownership of those shares.

SEC source: 0000898432-18-001221 · form4.xml · derivative · entry 7

MCMAHON VINCENT K · CIK 0001233831 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 31,887,375

Underlying: Class A Common Stock, par value $.01 per share · 306,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · security: Class B Common Stock is convertible, on a one-for-one basis, at any time into Class A Common Stock at the option of the holder.

F4 · derivative.exercise_date: N/A

F4 · derivative.expiration_date: N/A

SEC source: 0000898432-18-001221 · form4.xml · nonDerivative · entry 6

MCMAHON VINCENT K · CIK 0001233831 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

F2 · balance_after: Excludes 100 shares of Class A Common Stock and 566,670 shares of Class B Common Stock owned individually by Mr. McMahon's wife, Linda McMahon, the beneficial ownership of which has been reported separately by Linda McMahon and disclaimed by Mr. McMahon.

SEC source: 0000898432-18-001221 · form4.xml · nonDerivative · entry 5

MCMAHON VINCENT K · CIK 0001233831 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 154,819

F2 · balance_after: Excludes 100 shares of Class A Common Stock and 566,670 shares of Class B Common Stock owned individually by Mr. McMahon's wife, Linda McMahon, the beneficial ownership of which has been reported separately by Linda McMahon and disclaimed by Mr. McMahon.

SEC source: 0000898432-18-001221 · form4.xml · nonDerivative · entry 4

MCMAHON VINCENT K · CIK 0001233831 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 158,876

F2 · balance_after: Excludes 100 shares of Class A Common Stock and 566,670 shares of Class B Common Stock owned individually by Mr. McMahon's wife, Linda McMahon, the beneficial ownership of which has been reported separately by Linda McMahon and disclaimed by Mr. McMahon.

SEC source: 0000898432-18-001221 · form4.xml · nonDerivative · entry 3

MCMAHON VINCENT K · CIK 0001233831 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 224,155

F2 · balance_after: Excludes 100 shares of Class A Common Stock and 566,670 shares of Class B Common Stock owned individually by Mr. McMahon's wife, Linda McMahon, the beneficial ownership of which has been reported separately by Linda McMahon and disclaimed by Mr. McMahon.

SEC source: 0000898432-18-001221 · form4.xml · nonDerivative · entry 2

MCMAHON VINCENT K · CIK 0001233831 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 301,603

F2 · balance_after: Excludes 100 shares of Class A Common Stock and 566,670 shares of Class B Common Stock owned individually by Mr. McMahon's wife, Linda McMahon, the beneficial ownership of which has been reported separately by Linda McMahon and disclaimed by Mr. McMahon.

SEC source: 0000898432-18-001221 · form4.xml · nonDerivative · entry 1

MCMAHON VINCENT K · CIK 0001233831 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 306,000

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Vincent K. McMahon ("Mr. McMahon") converted 306,000 shares of Class B Common Stock into 306,000 shares of Class A Common Stock on November 30, 2018.

F2 · balance_after: Excludes 100 shares of Class A Common Stock and 566,670 shares of Class B Common Stock owned individually by Mr. McMahon's wife, Linda McMahon, the beneficial ownership of which has been reported separately by Linda McMahon and disclaimed by Mr. McMahon.

SEC source: 0000898432-17-001329 · form4.xml · derivative · entry 3

MCMAHON VINCENT K · CIK 0001233831 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 32,193,375

Underlying: Class A Common Stock, par value $.01 per share · 3,340,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · security: Class B Common Stock is convertible, on a one-for-one basis, at any time into Class A Common Stock at the option of the holder.

F5 · derivative.exercise_date: N/A

F5 · derivative.expiration_date: N/A

SEC source: 0000898432-17-001329 · form4.xml · nonDerivative · entry 2

MCMAHON VINCENT K · CIK 0001233831 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

F2 · kind: All 3,340,000 of the shares of Class A Common Stock were sold in a block sale at a price of $28.68 per share.

F2 · price: All 3,340,000 of the shares of Class A Common Stock were sold in a block sale at a price of $28.68 per share.

F3 · balance_after: Excludes 100 shares of Class A Common Stock and 566,670 shares of Class B Common Stock owned individually by Mr. McMahon's wife, Linda McMahon, the beneficial ownership of which has been reported separately by Linda McMahon and disclaimed by Mr. McMahon.

SEC source: 0000898432-17-001329 · form4.xml · nonDerivative · entry 1

MCMAHON VINCENT K · CIK 0001233831 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,340,000

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Vincent K. McMahon ("Mr. McMahon") converted 3,340,000 shares of Class B Common Stock into 3,340,000 shares of Class A Common Stock on December 21, 2017.