v3.24.1.u1
EQUITY-BASED COMPENSATION
3 Months Ended
Mar. 31, 2024
EQUITY-BASED COMPENSATION [Abstract]  
EQUITY-BASED COMPENSATION 12. EQUITY-BASED COMPENSATION

Equity-based compensation expense, which is included within direct operating costs and selling, general and administrative expenses on the Company’s consolidated statements of operations, consisted of the following (in thousands):

Three Months Ended March 31,

2024

2023

EGH 2021 Plan

$

2,790

$

5,795

Replacement Awards under WWE 2016 Plan

8,622

—

TKO 2023 Plan

18,813

—

Equity-based compensation expense

$

30,225

$

5,795

EGH 2021 Plan

The terms of each award, including vesting and forfeiture, are determined by the administrator of the EGH 2021 Plan. Key grant terms include one or more of the following: (a) time-based vesting over a two- to five-year period; (b) market-based vesting conditions at graduated levels upon the Company’s attainment of certain market price per share thresholds; and (c) expiration dates (if applicable). Granted awards may include time-based vesting conditions only, market-based vesting conditions only, or both.

The following table summarizes the RSU award activity under the EGH 2021 Plan for the three months ended March 31, 2024:

Time Vested RSUs

Market / Market and Time
‎
Vested RSUs

Units

Weighted-
‎
Average
‎
Grant-Date
‎
Fair Value

Units

Weighted-
‎
Average
‎
Grant-Date
‎
Fair Value

Outstanding at January 1, 2024

605,610

$

25.74

5,115

$

24.65

Granted

—

$

—

—

$

—

Released

(92,121)

$

22.33

—

$

—

Forfeited

(893)

$

21.73

—

$

—

Outstanding at March 31, 2024

512,596

$

26.36

5,115

$

24.65

The following table summarizes the stock option award activity under the EGH 2021 Plan for the three months ended March 31, 2024:

Stock Options

Units

Weighted-Average
‎
Exercise Price

Outstanding at January 1, 2024

286,836

$

26.04

Granted

—

$

—

Exercised

—

$

—

Forfeited or expired

—

$

—

Outstanding at March 31, 2024

286,836

$

26.04

Vested and exercisable at March 31, 2024

191,224

$

26.04

Replacement Awards

The following table summarizes the RSU award activity under the WWE 2016 Plan for the three months ended March 31, 2024:

Time Vested RSUs

Units

Weighted-
‎
Average
‎
Grant-Date
‎
Fair Value

Outstanding at January 1, 2024

701,090

$

100.65

Vested

(24,167)

$

100.65

Forfeited

(95,182)

$

100.65

Outstanding at March 31, 2024

581,741

$

100.65

The following table summarizes the PSU award activity under the WWE 2016 Plan for the three months ended March 31, 2024:

Time Vested PSUs

Units

Weighted-
‎
Average
‎
Grant-Date
‎
Fair Value

Outstanding at January 1, 2024

327,403

$

93.84

Vested

(6,447)

$

100.65

Forfeited

(3,580)

$

100.65

Outstanding at March 31, 2024

317,376

$

95.40

TKO 2023 Plan

The terms of each award, including vesting and forfeiture, are determined by the administrator of the TKO 2023 Plan. Key grant terms include time-based vesting over a six-month to four-year period.

During the first quarter of 2024, WWE entered into an Independent Services Contractor and Merchandising Agreement (the “DJ Services Agreement”) with Dwayne Johnson, a member of the Company’s board of directors, pursuant to which Mr. Johnson agreed to provide to WWE certain promotional and other services. See Note 18, Related Party Transactions, for further discussion. As consideration for Mr. Johnson’s services provided under the DJ Services Agreement, the Company granted Mr. Johnson RSUs for an aggregate value of $30.0 million. Subject to certain forfeiture and acceleration events, the RSUs granted to Mr. Johnson vest as follows:

25% on the date granted, 25% upon completion of certain services, 25% on December 31, 2024, and the remaining 25% in equal monthly installments from January 31, 2025 through December 31, 2025. The Company will record the expense associated with these awards based on the timing of services provided by Mr. Johnson through January 2028. During the three months ended March 31, 2024, the Company recorded equity-based compensation expenses of approximately $9.0 million associated with these RSUs, which are included within direct operating costs in the Company’s consolidated statement of operations. The units associated with these awards are included in the table below.

The following table summarizes the RSU award activity under the TKO 2023 Plan for the three months ended March 31, 2024:

Time Vested RSUs

Units

Weighted-
‎
Average
‎
Grant-Date
‎
Fair Value

Outstanding at January 1, 2024

935,536

$

91.23

Granted

991,718

$

80.03

Vested

(96,558)

$

77.41

Forfeited

(819)

$

86.13

Outstanding at March 31, 2024

1,829,877

$

85.89