WILMINGTON, Del., Oct. 8, 2026 /PRNewswire/ — 

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

SUMMARY NOTICE OF PENDENCY OF STOCKHOLDER CLASS
ACTION AND PROPOSED SETTLEMENT, SETTLEMENT HEARING, 
AND RIGHT TO APPEAR

TO: All record holders and beneficial owners of World Wrestling Entertainment, Inc. (“WWE” or the “Company”) Class A common stock whose shares were exchanged for or who had the right to receive in exchange shares of TKO Group Holdings, Inc. (“TKO”) common stock at the closing of the transaction between WWE and Zuffa Parent, LLC, which owned and operated the Ultimate Fighting Championship (“UFC”), on September 12, 2023 (the “Merger”) (the “Class”).

Certain persons and entities are excluded from the Class by definition (the “Excluded Persons”), as set forth in the full Notice of Pendency of Stockholder Class Action and Proposed Settlement, Settlement Hearing, and Right to Appear (the “Notice”), available at www.WWEMergerLitigation.com. Any capitalized terms used in this Summary Notice that are not otherwise defined in this Summary Notice shall have the meanings given to them in the Notice or in the Stipulation and Agreement of Settlement, Compromise, and Release dated August 25, 2026 (the “Stipulation”), which is also available at www.WWEMergerLitigation.com. 

PLEASE READ THIS SUMMARY NOTICE CAREFULLY.  YOUR RIGHTS WILL BE AFFECTED BY A CLASS ACTION LAWSUIT PENDING IN THIS COURT.

YOU ARE HEREBY NOTIFIED, pursuant to an Order of the Court of Chancery of the State of Delaware (the “Court”), that the above-captioned stockholder class action (the “Action”) is pending in the Court. 

YOU ARE ALSO NOTIFIED that (i) Plaintiffs Laborers’ District Council and Contractors’ Pension Fund of Ohio and Dennis Palkon (collectively, “Plaintiffs”), individually and on behalf of the Class; (ii) Defendants Vincent K. McMahon, Nick Khan, Paul Levesque, George A. Barrios, and Michelle D. Wilson (collectively, “Defendants”); and (iii) WWE (together with Plaintiffs and Defendants, the “Settling Parties,” and each, a “Settling Party”) have reached a proposed settlement of the Action for $147,500,000 in cash (the “Settlement”).  The terms of the Settlement are stated in the Stipulation, a copy of which is available at www.WWEMergerLitigation.com.  If approved by the Court, the Settlement will resolve all claims in the Action.

Absent further order of the Court, a hearing (the “Settlement Hearing”) will be held on November 30, 2026, at 11:00 a.m., before The Honorable J. Travis Laster, Vice Chancellor, at the Court of Chancery of the State of Delaware, New Castle County, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801, or via a remote proceeding such as Zoom or by telephone, to, among other things: (i) determine whether the proposed Settlement on the terms and conditions provided for in the Stipulation is fair, reasonable, and adequate to the Class, and should be approved by the Court; (ii) determine whether the proposed Judgment, substantially in the form attached as Exhibit D to the Stipulation, should be entered dismissing the Action with prejudice against Defendants; (iii) determine whether the proposed Plan of Allocation of the Net Settlement Fund is fair and reasonable, and should therefore be approved; (iv) determine whether and in what amount any award of attorneys’ fees and litigation expenses to Plaintiffs’ Counsel (“Fee and Expense Award”) should be paid out of the Settlement Fund, including any incentive award to Plaintiffs (the “Incentive Award”) to be deducted solely from the Fee and Expense Award; (v) hear and rule on any objections to the Settlement, the proposed Plan of Allocation, and/or Plaintiffs’ Counsel’s application for a Fee and Expense Award, including any application by Plaintiffs for an Incentive Award; and (vi) consider any other matters that may properly be brought before the Court in connection with the Settlement.  Any updates regarding the Settlement Hearing, including any changes to the date, time, or location of the hearing or updates regarding in-person or remote appearances at the hearing, will be posted to the Settlement website, www.WWEMergerLitigation.com. 

If you are a member of the Class, your rights will be affected by the pending Action and the Settlement, and you may be entitled to share in the Net Settlement Fund.  If you have not yet received the Notice, you may obtain a copy of the Notice by contacting the Settlement Administrator by mail at WWE Merger Litigation, c/o A.B. Data, Ltd., P.O. Box 170700, Milwaukee, WI 53217; by telephone at (877) 495-0883; or by email at info@WWEMergerLitigation.com.  A copy of the Notice can also be downloaded from the Settlement website, www.WWEMergerLitigation.com. 

If the Settlement is approved by the Court and the Effective Date occurs, the Net Settlement Fund will be distributed on a pro rata basis to “Eligible Class Members” in accordance with the proposed Plan of Allocation stated in the Notice or such other plan of allocation as is approved by the Court.  As stated in the Notice, “Eligible Class Members” will consist of all Class Members who were record holders or beneficial owners of “Eligible Shares,” i.e., shares of WWE Class A common stock owned at the Closing of the Merger and for which Class Members received, or were entitled to receive, shares of TKO common stock (the “Merger Consideration”), excluding any such shares held by Excluded Persons.  Pursuant to the proposed Plan of Allocation, each Eligible Class Member will be eligible to receive a pro rata payment from the Net Settlement Fund equal to the product of (i) the number of Eligible Shares held by the Eligible Class Member and (ii) the “Per-Share Recovery” for the Settlement, which will be determined by dividing the total amount of the Net Settlement Fund by the total number of Eligible Shares held by all Eligible Class Members.  As explained in further detail in the Notice, pursuant to the Plan of Allocation, payments from the Net Settlement Fund to Eligible Class Members will be made in the same manner in which Eligible Class Members received the Merger Consideration.  Eligible Class Members do not have to submit a claim form to receive a payment from the Settlement.

Any objections to the proposed Settlement, the proposed Plan of Allocation, or Plaintiffs’ Counsel’s application for a Fee and Expense Award, including any application by Plaintiffs for an Incentive Award, must be filed with the Register in Chancery in the Court of Chancery of the State of Delaware and delivered to Plaintiffs’ Counsel and Representative Defendants’ Counsel such that they are received no later than November 16, 2026, in accordance with the instructions set forth in the Notice.

Please do not contact the Court or the Office of the Register in Chancery regarding this Summary Notice.  All questions about this Summary Notice, the proposed Settlement, or your eligibility to participate in the Settlement should be directed to the Settlement Administrator or Plaintiffs’ Counsel.

Requests for the Notice should be made to the Settlement Administrator:

WWE Merger Litigation
c/o A.B. Data, Ltd.
P.O. Box 170700
Milwaukee, WI 53217
Telephone:  (877) 495-0883

Email:  info@WWEMergerLitigation.com 
Website:  www.WWEMergerLitigation.com 

Inquiries, other than requests for the Notice, should be made to Plaintiffs’ Counsel:

BY ORDER OF THE COURT
OF CHANCERY OF THE
STATE OF DELAWARE

View original content:https://www.prnewswire.com/news-releases/block–leviton-llp-and-bernstein-litowitz-berger-and-grossmann-llp-announce-notice-of-pendency-of-stockholder-class-action-for-all-record-holders-and-beneficial-owners-of-world-wrestling-entertainment-inc-class-a-common-stock-w-302898887.html

SOURCE Block & Leviton LLP and Bernstein Litowitz Berger & Grossmann LLP