$147.5M WWE-TKO Merger Stockholder Class Action Settlement, Who Gets Paid, How Much and Key Dates

If you owned WWE Class A common stock when the WWE-UFC merger closed on September 12, 2023, you may be entitled to a share of a $147.5 million cash settlement. You do not need to file a claim form. Eligible stockholders are paid automatically, through the same route that delivered their TKO shares in the merger, if the court approves the settlement.

Official settlement website: WWEMergerLitigation.com Official notice (PDF): Notice of Pendency of Stockholder Class Action and Proposed Settlement

The case is In re World Wrestling Entertainment, Inc. Merger Litigation, Consolidated C.A. No. 2023-1166-JTL, in the Delaware Court of Chancery. Vice Chancellor J. Travis Laster is the judge. The deadline that matters most is November 16, 2026, the last day to object. The final approval hearing is November 30, 2026, at 11:00 a.m. Eastern Time.

This is a stockholder class action over a merger, brought in Delaware’s business court. It is not a federal securities fraud case, and there is no claim form and no claim deadline.

The defendants deny any wrongdoing, and the court has not ruled on the merits. The settlement has not yet received final court approval.

WWE-TKO Merger Settlement Quick Facts

Detail	Information
Case name	In re World Wrestling Entertainment, Inc. Merger Litigation
Case number	Consolidated C.A. No. 2023-1166-JTL
Court	Delaware Court of Chancery, New Castle County
Judge	Vice Chancellor J. Travis Laster
Settlement amount	$147,500,000 in cash
Who is covered	Holders of WWE Class A common stock at the September 12, 2023 merger closing
Estimated eligible shares	About 53.8 million
Official settlement website	WWEMergerLitigation.com
Official notice	Notice (PDF)
Court documents	Court documents page
Claim form required	No
Claim deadline	None
Can you opt out	No (non-opt-out class)
Objection deadline	November 16, 2026 (must be received)
Final approval hearing	November 30, 2026, 11:00 a.m. ET
Final court approval	Not yet granted
Settlement administrator	A.B. Data, Ltd.
Help line	1-877-495-0883
Defendants admit wrongdoing	No

What the WWE and TKO Merger Lawsuit Is About

On April 3, 2023, WWE announced a merger with Zuffa Parent, LLC, a subsidiary of Endeavor Group Holdings, Inc. that owned and operated the UFC. The deal made WWE a subsidiary of a new holding company, TKO Group Holdings, Inc. It closed on September 12, 2023, and WWE Class A shares were exchanged for TKO shares.

Two stockholders, the Laborers’ District Council and Contractors’ Pension Fund of Ohio and Dennis Palkon, sued in November 2023. A third case from City of Pontiac Reestablished General Employees’ Retirement System followed in April 2024, and the court consolidated all three.

Plaintiffs alleged two problems with the deal:

• The process was unfair. They said the merger was arranged to give Vincent K. McMahon a non-ratable benefit and that a series of conflicts undermined the process.
• The price was unfair. They said the merger undervalued WWE and that the defendants did not pursue alternative transactions.

The defendants named in the settlement are Vincent K. McMahon, Nick Khan, Paul Levesque, George A. Barrios, and Michelle D. Wilson. They deny the allegations. Their position was that the board and its advisors worked to get the highest value possible, that the price carried a substantial premium to WWE’s unaffected stock price, and that the company’s later performance showed the price was fair.

Did the court find that anyone did something wrong?

No. The settlement is not a court finding that Vincent McMahon, WWE, TKO, or any other defendant violated the law. The defendants deny wrongdoing, fault, and liability, and agreed to settle to avoid the burden, expense, and uncertainty of trial and appeals. The claims were never decided at trial.

How the Case Reached a $147.5 Million Settlement

The case settled days before trial. Key steps, from the court-authorized notice:

Date	Event
April 3, 2023	WWE announces the merger with Zuffa Parent, LLC
September 12, 2023	Merger closes; this date fixes who is in the class
November 17, 2023	Ohio Laborers files its class action complaint
April 25, 2024	Court consolidates the cases
November 17, 2025	Court certifies a non-opt-out class
March 20, 2026	Full-day mediation fails to settle the case
May 27, 2026	Court grants in part plaintiffs’ motion for adverse inferences over spoliation of evidence
June 5, 2026	Parties agree to settle for $147.5 million, after a mediator’s recommendation
June 8, 2026	Trial had been scheduled to begin
August 25, 2026	Parties sign the Stipulation of Settlement
November 16, 2026	Objections and notices of appearance due
November 30, 2026	Final approval hearing

The record was large. The notice reports more than 600,000 pages of documents produced, over 25 fact depositions, and subpoenas to more than 20 non-parties. Each side also used expert witnesses.

Who Is in the WWE-TKO Merger Settlement Class

The class includes all record holders and beneficial owners of WWE Class A common stock whose shares were exchanged for, or who had the right to receive, TKO common stock at the closing of the merger on September 12, 2023. Plaintiffs estimate the class holds about 53.8 million shares.

The central question is simple: did you own eligible WWE Class A common stock when the merger closed on September 12, 2023?

Do you have to still own TKO stock?

No. Eligibility is tied to your WWE Class A holdings at the merger closing, not to whether you still hold the TKO shares you received. Selling your TKO shares after the merger does not remove you from the class.

Who is excluded

The class does not include the defendants and former defendants (Steve Koonin and Frank Riddick, III were voluntarily dismissed from the case), any of their affiliates, heirs, successors, or assigns, or any entity in which any of them held a controlling interest at the closing.

If you bought or sold around the closing date

Shares you bought but had not yet settled before the closing count as eligible. If you sold shares before the closing and those trades had not settled, you are not treated as an eligible class member for those shares. Brokerage and clearing records are what the administrator relies on, so contact the administrator if your trades were close to the closing date.

How Much Money Will WWE Stockholders Get?

Nobody can say yet. Payment is pro rata: the Per-Share Recovery is the Net Settlement Fund divided by the total number of eligible shares, and your payment is your eligible shares multiplied by that figure.

What comes out of the $147.5 million first

The Net Settlement Fund is the $147.5 million plus interest, minus:

• Notice costs
• Administrative costs
• Taxes and tax-preparation expenses
• Any fee and expense award to Plaintiffs’ Counsel, which includes any incentive awards
• Any other fees, costs, and expenses the court approves

Plaintiffs’ Counsel, Block & Leviton LLP and Bernstein Litowitz Berger & Grossmann LLP, will ask for fees and expenses of no more than 33% of the Settlement Fund. That cap is about $48.7 million on the $147.5 million principal. Each of the two plaintiffs may also ask for an incentive award of up to $5,000, paid out of the attorneys’ award and not from your share. Robbins LLP and RM Law, P.C. may receive a portion of the fee award. Class members are not personally liable for any fees. The court, not the attorneys, decides the final award.

Rough per-share estimates

These are our own back-of-the-envelope calculations, not figures from the court or the administrator:

• Gross: $147.5 million divided by about 53.8 million shares is roughly $2.74 per share before any deductions.
• After the maximum fee request: if counsel receives the full 33% cap, about $98.8 million remains before notice costs, administration costs, taxes, and interest. That works out to roughly $1.84 per share at most before those other deductions.

The real number will differ, because the share count is an estimate, the fee award is not yet decided, and costs and interest are unknown. Do not treat either figure as a guaranteed payment.

Do You Need to File a WWE Settlement Claim Form?

No. The notice says eligible class members do not need to submit a claim form, and that payment will be made directly if the court approves the settlement. There is no claim deadline. You also do not have to attend the hearing to receive a payment.

How payments will be delivered

Payments go out the same way you received the TKO shares at the merger closing.

• Shares held in a brokerage account (“street name”). Your broker deposits the payment into the same account that received the merger consideration. The administrator pays the broker through the Depository Trust & Clearing Corporation’s participants, and the brokers pass it down to each beneficial owner.
• Shares held directly on WWE’s records. The administrator pays the record holder directly.

If a payment cannot be delivered, or a check is not cashed within three months of issue, the broker or record holder follows its own policies for further attempts. Leftover money may be redistributed to class members. If redistribution costs too much, it may go to the Combined Campaign for Justice or a similar organization.

When will payments go out?

There is no announced payment date. Payments will not go out until the court approves the settlement, the judgment becomes final (including any appeals), the full $147.5 million has been paid into escrow, and the court enters a separate order authorizing the distribution. The money sits in an interest-bearing escrow account at The Huntington National Bank under the court’s control in the meantime.

An appeal over the fee award or the allocation plan alone does not delay the finality of the judgment, under the terms of the settlement agreement. Be cautious about websites claiming to know an exact payment date.

Can You Opt Out of the WWE Merger Settlement?

No. The court certified a non-opt-out class under Delaware Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2). If you are a class member, you are bound by the settlement and cannot exclude yourself. You do have the right to object.

How to Object to the WWE-TKO Merger Settlement

You can object to the settlement, the plan of allocation, or the attorneys’ fee application, including the incentive awards. Your written objection must be received by November 16, 2026.

Your objection must:

• State that it concerns In re World Wrestling Entertainment, Inc. Merger Litigation, C.A. No. 2023-1166-JTL
• Give your name, address, and telephone number, plus your lawyer’s contact details if you have one
• Be signed
• Explain each objection and the specific reasons for it, with any legal or evidence support, and say whether it applies only to you, to a subset of the class, or to the whole class
• List any witnesses and exhibits if you plan to appear at the hearing
• Include proof you are a class member, meaning copies of monthly brokerage statements or an authorized broker statement showing your holdings and transactions

File it with the Register in Chancery, Court of Chancery of the State of Delaware, New Castle County, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, DE 19801. You can file electronically through File & ServeXpress, by hand, by first-class mail, or by express service. If you do not file through File & ServeXpress, you must also send copies to Plaintiffs’ Counsel and representative Defendants’ Counsel. The notice lists their addresses and emails.

To speak at the hearing, you must also file a notice of appearance that is received by November 16, 2026. The court decides whether to let you speak. You do not need a lawyer, but if you hire one, you pay for it.

If you do not object the way the notice describes, you waive the right to object later, including on appeal, and you are bound by the judgment and the releases.

What You Give Up in the WWE Merger Settlement

When the settlement takes effect, class members release the defendants and a long list of related parties, including WWE, TKO, and Endeavor, from claims that were or could have been brought in the case. That covers claims tied to the allegations in the complaints and to owning WWE stock at the merger closing. The release also covers unknown claims, and class members are treated as waiving protections similar to California Civil Code § 1542. Claims to enforce the settlement are not released.

Read the full release language in the notice and the Stipulation before the objection deadline if you have a reason to care about it.

When Is the Final Approval Hearing?

The settlement hearing is scheduled for November 30, 2026, at 11:00 a.m. Eastern Time before Vice Chancellor J. Travis Laster at the Leonard L. Williams Justice Center, 500 North King Street, Wilmington, DE 19801. The court may hold it by phone or video, and may change the date, time, or format without further written notice, so check the official website before making plans.

The court is expected to consider whether the settlement is fair, reasonable, and adequate, whether to enter the proposed judgment, whether to approve the plan of allocation, the fee and expense request and any incentive awards, and any timely objections.

Has the Settlement Been Approved?

Not yet. The settlement agreement was signed on August 25, 2026, but final court approval is still required. If the court rejects it, the parties return to where they stood before June 5, 2026, meet to set a new trial date, and the settlement money, less notice and administration costs and taxes, returns to the payers.

Who Represents the WWE Merger Settlement Class

The court appointed Laborers’ District Council and Contractors’ Pension Fund of Ohio and Dennis Palkon as class representatives. Block & Leviton LLP and Bernstein Litowitz Berger & Grossmann LLP serve as Lead Counsel. They have not been paid for the case, and any fees come out of the settlement fund if the judge approves them.

Common Mix-Ups to Avoid

• This settlement has no claim form and no claim deadline, unlike most consumer class actions.
• Eligibility depends on holding WWE Class A stock at the September 12, 2023 closing, not on owning TKO stock today.
• The $147.5 million is the gross fund, not what stockholders split. Fees, costs, and taxes come out first.
• The roughly $2.74 and $1.84 per-share figures are estimates, not guarantees.
• This is a Delaware stockholder merger case, not a federal securities fraud case.

WWE-TKO Merger Settlement FAQ

Do I have to do anything to get paid?

 No. There is no claim form. If you are eligible and the court approves the settlement, payment is made to you through your broker or directly as a record holder.

Is there a claim deadline?

 No. The deadline that matters now is the objection deadline, November 16, 2026.

I held WWE stock in a brokerage account. How will I be paid?

Your broker is responsible for depositing the payment into the same account that received your TKO shares in the merger.

Do I need to still own TKO stock?

 No. Eligibility depends on holding WWE Class A stock at the September 12, 2023 closing.

I sold my WWE shares before the merger closed. Am I eligible?

 Generally no for shares you sold before the closing. The class is defined by holding the stock at the closing and receiving, or having the right to receive, TKO shares in exchange. Contact the administrator if your trades were close to the closing date.

How much will I receive?

 There is no guaranteed amount. Your payment is your eligible shares multiplied by the Per-Share Recovery, which depends on the Net Settlement Fund after fees, expenses, and taxes.

Can I exclude myself and sue on my own?

 No. This is a non-opt-out class.

Can I object? 

Yes. Your objection must meet the notice requirements and be received by November 16, 2026.

Did the court find that anyone did something wrong? 

No. The defendants deny wrongdoing, and the settlement is not an admission of liability.

When will payments be sent?

 No date has been announced. Payments come only after final approval, the settlement becomes effective, any appeals are resolved, and the court authorizes distribution.

What if I held WWE shares for someone else?

 Brokers and nominees that held shares as record holders for others at the closing are asked to forward the notice to those beneficial owners or send the administrator their names and addresses within seven days of receiving it.

Who do I contact with questions? 

Call 1-877-495-0883, email [email protected], or write to WWE Merger Litigation, c/o A.B. Data, Ltd., P.O. Box 170700, Milwaukee, WI 53217. Do not contact the court or its staff.

Bottom Line

The $147.5 million WWE-TKO merger settlement could pay eligible former WWE Class A stockholders who held their shares when the merger closed on September 12, 2023. There is no claim form to complete, and payment is expected to follow the same brokerage or record-holder route used for the merger consideration. The actual per-share payment will be lower than the gross figure once court-approved fees, expenses, taxes, and costs are deducted, and nothing will be paid until the settlement is finally approved and becomes effective.

If you want to object, act by November 16, 2026. The final approval hearing is November 30, 2026. Most eligible stockholders do not need to take any action, but should keep their brokerage or record-holder information current and watch the official website for updates.

Official settlement website: WWEMergerLitigation.com

Sources

1. Official settlement website, WWEMergerLitigation.com (home page and court documents), maintained by the settlement administrator, A.B. Data, Ltd.
2. Notice of Pendency of Stockholder Class Action and Proposed Settlement, Settlement Hearing, and Right to Appear, dated September 24, 2026.
3. Stipulation and Agreement of Settlement, Compromise, and Release, dated August 25, 2026, including the Scheduling Order entered September 2, 2026.
4. Endeavor and WWE announcement of the close of the UFC and WWE transaction creating TKO Group Holdings, September 12, 2023, corporate.wwe.com.

Written by Israr Ahmad, legal content researcher at AllAboutLawyer.com. This article is general information, not legal or investment advice, and the author is not an attorney. Figures and dates come from the court-authorized notice, the Stipulation, and the official settlement website as of October 7, 2026. The settlement remains subject to final court approval. Confirm deadlines with the settlement administrator before acting.