UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the~~

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 14 16, 2023

World Wrestling Entertainment, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-16131	04-2693383
(State or other jurisdiction	(Commission File Number)	(IRS Employer
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)		Identification No.)


1241 East Main Street, Stamford, CT		06902
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (203) 352-8600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

☐☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		~~Trading Symbol~~TradingSymbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.01 per share		WWE		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01.

Other Events.

OnAs ~~June~~previously 14disclosed, on April 2, 2023, World Wrestling Entertainment, Inc. (the “Company”), ~~pursuant~~entered tointo ~~the~~a ~~terms~~Transaction ofAgreement ~~the Indenture, dated as of December 16, 2016~~ (the “~~Indenture~~Transaction Agreement”), ~~between~~ ~~the~~by ~~Company~~ and ~~U.S.~~among ~~Bank~~the ~~Trust~~ Company, ~~National~~Endeavor ~~Association~~Group ~~(as~~Holdings, ~~successor to U~~Inc.S. ~~Bank National Association), as trustee~~ (~~the~~ “~~Trustee~~Endeavor”), ~~provided~~Endeavor aOperating ~~notice~~Company, toLLC, ~~the~~Zuffa ~~Trustee~~Parent, ~~and~~LLC ~~holders~~ (~~the~~ “~~Holders~~HoldCo”), ofNew ~~its~~Whale ~~outstanding 3~~Inc.~~375%~~ ~~Convertible Senior Notes due 2023~~ (~~the~~ “~~Notes~~New PubCo”) ~~that~~and ~~the~~Whale ~~Company~~Merger ~~has~~Sub ~~elected~~Inc. pursuant to ~~settle~~which, ~~any~~among ~~Notes~~other ~~converted on and after June 15~~things, ~~2023~~Endeavor byand ~~Physical~~the ~~Settlement~~Company ~~(as~~agreed ~~defined~~to incombine the ~~Indenture).~~businesses Asof aHoldCo ~~result,~~and the Company. ~~will~~New ~~deliver~~PubCo towill ~~converting~~be ~~Holders in~~renamed ~~respect~~“TKO ofGroup ~~each $1~~Holdings,~~000~~ ~~principal~~Inc.” ~~amount~~immediately offollowing ~~Notes~~the ~~being~~completion ~~converted a number~~ of ~~shares of Common Stock (as defined in~~ the ~~Indenture)~~Transactions, ~~equal to~~including the ~~Conversion~~Merger. ~~Rate~~All indefined ~~effect~~terms onused ~~the~~that ~~Conversion~~are ~~Date~~not ~~(as~~otherwise defined inherein have the ~~Indenture).~~meanings Asascribed ofto ~~June~~such ~~14,~~terms ~~2023,~~in the ~~Conversion~~Transaction ~~Rate was 40~~Agreement.~~1405 shares~~ ~~of Common Stock.~~

~~SIGNATURES~~The applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in connection with the Transactions expired at 11:59 p.m., Eastern Time, on June 16, 2023.

~~Pursuant~~In toaddition, ~~the~~as ~~requirements~~ of ~~the~~ ~~Securities~~this ~~Exchange Act of 1934~~filing, ~~the~~all ~~registrant~~required ~~has~~foreign ~~duly~~regulatory ~~caused~~approvals ~~this~~have ~~report~~been ~~to be signed on its behalf by the undersigned hereunto duly authorized~~obtained.

	WORLD WRESTLING ENTERTAINMENT, INC.
Date: June 14, 2023	By:	/s/ FRANK A. RIDDICK III
		Frank A. Riddick III
		President and Chief Financial Officer

The consummation of the Transactions remains subject to other customary closing conditions specified in the Transaction Agreement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 23, 2023

WORLD WRESTLING ENTERTAINMENT, INC.

/s/ JAMES W. LANGHAM

James W. Langham

SVP, Deputy General Counsel and Assistant Secretary

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