fuboTV Inc. /FL

Note 1 -Organization and Nature of Business

Incorporation

fuboTV Inc. (“Fubo” or the “Company”) was incorporated under the laws of the State of Florida in February 2009 under the name York Entertainment, Inc. The Company changed its name to FaceBank Group, Inc. on September 30, 2019. On August 10, 2020, the Company changed its name to fuboTV Inc. and as of May 1, 2020, the Company’s trading symbol was changed from “FBNK” to “FUBO.” The Company’s common stock was approved for listing on the New York Stock Exchange (“NYSE”) in connection with a public offering in October 2020 and commenced trading on the NYSE on October 8, 2020.

Unless the context otherwise requires, “Fubo,” “we,” “us,” “our,” and the “Company” refers to the Company and its subsidiaries on a consolidated basis.

Nature of Business

The Company is principally focused on offering consumers a leading live TV streaming platform for sports, news, and entertainment through its streaming platform. The Company’s revenues are almost entirely derived from the sale of subscription services and the sale of advertisements in the United States, though the Company has expanded into several international markets, with operations in Canada, Spain and France.

The Company’s subscription-based streaming services are offered to consumers who can sign-up for accounts through which the Company provides basic plans with the flexibility for consumers to purchase incremental features that include additional content or enhanced functionality ("Attachments") best suited for them. Besides the website, consumers can also sign-up via some TV-connected devices. The Fubo platform provides a broad suite of unique features and personalization tools such as multi-channel viewing capabilities, favorites lists and a dynamic recommendation engine, as well as 4K streaming and Cloud DVR offerings.

Recent Developments

On January 6, 2025, the Company entered into a business combination agreement (the “Business Combination Agreement”) by and among the Company, The Walt Disney Company (“Disney”) and Hulu, LLC (“Hulu”), which contemplates, among other things, (i) Hulu contributing certain assets (the “HL Business Assets”) related to the business of negotiating and administering carriage agreements and similar contracts relating to and for the purpose of the retransmission, distribution, carriage, display or broadcast of any programming service, channel or network on the HL DMVPD Service (as defined below) to a newly formed entity to be jointly owned by Hulu and the Company (“Newco”), (ii) the Company undergoing an umbrella partnership C corporation reorganization (the “Up-C Reorganization”) and contributing its business to Newco in exchange for units in Newco (“Newco Units”) such that, after giving effect to such contribution, Hulu will hold a number of Newco Units representing, in the aggregate, a 70% economic interest in Newco and the Company will hold a number of Newco Units representing, in the aggregate, a 30% economic interest in Newco, and (iii) the Company issuing to Hulu shares of a newly created vote-only class of the Company’s common stock (“Class B Common Stock”) representing, in the aggregate, a 70% voting interest in the Company (calculated on a fully-diluted basis) (the transactions contemplated by the Business Combination Agreement, the “Business Combination”). The HL Business Assets will include certain carriage agreements, rights under joint subscription agreements and related data and information about its subscribers, advertising or sponsorship agreements exclusively related to Hulu’s linear multi-channel subscription video programming distribution service component of the offering known as “Hulu + Live TV” as of the date of the Business Combination Agreement and operated by Hulu (such service, the “HL DMVPD Service”), all other assets (including intellectual property) exclusively related to the HL DMVPD Service and all intellectual property constituting the “Live TV” brand.

Immediately prior to the closing of the Business Combination (the “Closing”), in connection with the Up-C Reorganization, the Company will, among other things, (i) effect a conversion from a Florida corporation to a Delaware corporation pursuant to a plan of conversion and (ii) authorize and adopt a new certificate of incorporation and adopt new bylaws, in each case, on the terms and subject to the conditions set forth in the Business Combination Agreement. At the Closing, the Company and Hulu, as the members of Newco, will adopt, and Newco will thereafter be governed by, an amended and restated limited liability company agreement of Newco (the “Newco Operating Agreement”). The Newco Operating Agreement will provide, among other things, Hulu a redemption right pursuant to which Hulu may cause Newco to redeem all or a portion of its Newco Units, together with an equivalent number of shares of Class B Common Stock, in exchange for an equivalent number of shares of Class A Common Stock or, at the Company’s option, cash, subject to the Company’s right to elect to effect, in lieu of such a redemption, a direct exchange between the Company and Hulu of cash or an equivalent number of shares of Class A Common Stock for such Newco Units and Class B Common Stock.

The Closing is subject to certain closing conditions specified in the Business Combination Agreement, including, among other things, obtaining requisite shareholder and regulatory approval. Hulu will be required to pay to the Company a termination fee in the amount of $130.0 million in the event of a termination of the Business Combination Agreement under certain specified circumstances, including if the Business Combination fails to close due to the failure to obtain requisite regulatory approvals on the terms and conditions set forth in the Business Combination Agreement. Conversely, the Company will be required to pay Hulu a termination fee in amount of $50.0 million in the event of a termination of the Business Combination Agreement under certain specified circumstances, including if the Company implements a Superior Proposal (as defined in the Business Combination Agreement).

Concurrently with the execution of the Business Combination Agreement, the Company and an affiliate of Disney entered into a commitment letter (the “Commitment Letter”) pursuant to which such affiliate committed to provide the Company, on January 5, 2026 and on the terms and subject to the conditions set forth therein, up to $145.0 million of indebtedness in the form of a senior unsecured term loan (the “Facility”), subject to customary conditions. The proceeds of the Facility will be used for general corporate purposes of the Company. The funding of the Facility under the Commitment Letter is not contingent on the occurrence of the Business Combination contemplated by the Business Combination Agreement.

The Company will account for the acquisition contemplated by the Business Combination Agreement as a reverse acquisition using the acquisition method of accounting in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”).

On January 6, 2025, concurrently with the execution of the Business Combination Agreement, the Company settled its antitrust litigation (the "Antitrust Settlement") against The Walt Disney Company (“Disney”), Fox Corporation (“Fox”), and Warner Bros. Discovery, Inc. (“WBD”) and their affiliates (collectively, the “Defendants”). In conjunction therewith, the Defendants made an aggregate cash payment to the Company of $220.0 million, which has been recorded within non-operating gain on settlement of litigation, net on the accompanying statement of operations and comprehensive income (loss) during the six months ended June 30, 2025.

Revision of previously issued interim financial statements (unaudited)

During the preparation of the second quarter 2025 financial statements, management identified an error in the calculation of diluted earnings per share related to the financial statements for the three months ended March 31, 2025. Management determined that it did not properly include potential common stock equivalents related to the Company’s convertible debt instruments, stock options, and unvested restricted stock units in the weighted-average shares outstanding calculation which resulted in an overstatement of diluted earnings per share. Management determined that the error was not material to the previously issued condensed consolidated financial statements as of and for the three months ended March 31, 2025. However, management will revise the calculation in future filings. This matter also had a corresponding impact on the Company’s disclosure of the quantity of potential common stock equivalents excluded from diluted earnings per share (as such shares were previously disclosed as excluded shares). The impact of the revision for diluted earnings per share from continuing operations (for the three months ended March 31, 2025) is as follows:

(1)Reflects interest expense incurred, net of tax, associated with convertible note activity during the period as evaluated under the if-converted method.

Note 2 -Liquidity, Going Concern and Management Plans

The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

The Company had cash and cash equivalents and restricted cash of $289.7 million, a working capital deficit of $172.3 million and an accumulated deficit of $1,837.3 million as of June 30, 2025. During the six months ended June 30, 2025, the Company generated net income from continuing operations of $180.5 million, which included a $219.5 million gain on settlement of litigation, net recorded in the first quarter of 2025. Since inception, the Company’s operations have been financed primarily through the sale of equity and debt securities.

The Company believes that its current cash and cash equivalents provide it with the necessary liquidity to continue as a going concern for at least one year from the date of issuance of these financial statements. In addition, the Company entered into the Commitment Letter described above providing the Company the ability to borrow up to $145.0 million under a senior unsecured term loan on January 5, 2026. Our future capital requirements and the adequacy of our available funds will depend on many factors, including our ability to successfully attract and retain subscribers and compete in a rapidly changing market with many competitors.

In addition to the foregoing, the Company cannot predict the potential impact on its development timelines, revenue levels and its liquidity due to macroeconomic factors, including inflationary cost pressures and potential recession indicators, which depend on factors beyond the Company's knowledge or control. Based upon the Company’s current assessment, it does not expect the impact of macroeconomic factors to materially impact the Company’s operations. However, the Company is continuing to assess the impact that the macroeconomic factors may have on its operations, financial condition and liquidity.

Note 3 -Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

The Company’s consolidated financial statements include the accounts of the Company and the accounts of the Company’s wholly-owned subsidiaries, its non-wholly owned subsidiaries where the Company has a controlling interest and certain variable interest entities ("VIE"). Generally accepted accounting principles require that if an entity is the primary beneficiary of a VIE, the entity should consolidate the assets, liabilities and results of operations of the VIE in its consolidated financial statements. The primary beneficiary is the party that has both of the following: (i) the power to direct the activities that most significantly impact the economic performance of the VIE, and (ii) the obligation to absorb the losses or rights to receive the benefits of the entity that could potentially be significant to the VIE. Accordingly, the Company has consolidated VIEs in which it considers itself to be the primary beneficiary, with the equity interests of the unaffiliated investors presented as non-controlling interests in the accompanying unaudited condensed consolidated financial statements. All intercompany balances and transactions have been eliminated in consolidation.

At December 31, 2024, total assets and liabilities of the consolidated VIEs were $5.1 million and $43.4 thousand, respectively, and are reflected in the Company's consolidated balance sheet.

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. GAAP for interim financial information and pursuant to the instructions to Form 10-Q. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments considered necessary for a fair statement of such interim results. Unless otherwise indicated, amounts provided in these notes pertain to continuing operations only (see Note 4 for information on discontinued operations).

The results for the unaudited condensed consolidated statement of operations and comprehensive income (loss) are not necessarily indicative of results to be expected for the year ending December 31, 2025 or for any future interim period. The condensed consolidated balance sheet as of December 31, 2024 has been derived from the audited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2024 and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (“SEC”) on March 3, 2025.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates. Those estimates and assumptions include useful lives of property and equipment and intangible assets, recoverability of goodwill and intangible assets, accruals for contingent liabilities, equity instruments issued in share-based payment arrangements, and accounting for income taxes, including the valuation allowance on deferred tax assets.

Segment and Reporting Unit Information

Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer ("CEO") is determined to be the CODM. The CODM reviews financial information and makes resource allocation decisions at the consolidated group level. The Company hasone operating segment as of June 30, 2025, the streaming business.

Cash and Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments with remaining maturities at the date of purchase of three months or less to be cash equivalents, including balances held in the Company’s money market accounts. Restricted cash primarily represents cash on deposit with financial institutions in support of a letter of credit outstanding in favor of the Company’s landlord for office space. The restricted cash balance has been excluded from the cash balance and is classified as restricted cash on the condensed consolidated balance sheets.

The following table provides a reconciliation of cash and cash equivalents and restricted cash within the condensed consolidated balance sheets that sum to the total of the same on the condensed consolidated statement of cash flows (in thousands):

Certain Risks and Concentrations

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of demand deposits and accounts receivable. The Company maintains cash deposits with financial institutions that at times exceed applicable insurance limits.

The majority of the Company’s software and computer systems utilize data processing, storage capabilities and other services provided by Google Cloud Platform and Amazon Web Services, which cannot be easily switched to another cloud service provider. As such, any disruption of the Company’s interference with Google Cloud Platform and Amazon Web Services could adversely impact the Company’s operations and business.

Significant Accounting Policies

For a detailed discussion of the Company’s significant accounting policies, see Note 3 to the consolidated financial statements for the year ended December 31, 2024, included in the Company’s Annual Report.

Net Income (Loss) Per Share

Net income (loss) per basic share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period.

Net income (loss) per diluted share includes the weighted-average effect of dilutive stock options and restricted stock units (under the treasury stock method) and convertible notes (under the if-converted method) on the weighted-average common shares outstanding.

The following table presents the calculation of basic and diluted net income (loss) per share (in thousands, except shares and per share data):

(1) Reflects interest expense incurred, net of tax, associated with convertible note activity during the period as evaluated under the if-converted method.

The following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion would have been anti-dilutive:

Recent Accounting Pronouncements

The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequences of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financial statements properly reflect the change.

Recently Issued Accounting Standards

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740): Improvements to Income Tax Disclosures, requires incremental disclosures within the income tax disclosures that increase the transparency and usefulness of income tax disclosures. The updated disclosures primarily require specific categories and greater disaggregation within the rate reconciliation, disaggregation of income taxes paid, and modifications of other income tax-related disclosures. The guidance is effective for annual periods beginning after December 15, 2024. Retrospective application is also permitted. The Company is currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expense sand in January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. This standard requires public companies to disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. The new standard, as clarified by ASU 2025-01, is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently in the process of evaluating the effects of the new guidance.

In November 2024, the FASB issued ASU 2024-04, Debt-Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. This standard clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. It is effective for fiscal years beginning after December 15, 2025 and is permitted on either a prospective or retrospective basis. The Company is currently in the process of evaluating the effects of the new guidance.

Note 4 –Discontinued Operations

Dissolution of Fubo Gaming

On October 17, 2022, the Company dissolved its wholly owned subsidiary Fubo Gaming Inc. ("Fubo Gaming"). In connection with the dissolution of Fubo Gaming, the Company concurrently ceased operation of Fubo Sportsbook.

During the three and six months ended June 30, 2024, net income (loss) from Fubo Gaming's discontinued operations consists of $0.1 million net income and $0.1 million net loss, respectively.

As of December 31, 2024, $14.0 million of Fubo Gaming liabilities that are guaranteed by the Company were transferred to the streaming business.

Note 5 -Revenue from Contracts with Customers

Disaggregated revenue

The following tables summarize subscription revenue and advertising revenue by region:

Subscription

Advertising

Contract balances

For the three and six months ended June 30, 2025 and 2024, the Company did not recognize material bad-debt expense and there were no material contract assets recorded on the accompanying condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024.

The Company’s contract liabilities primarily relate to upfront payments and consideration received from customers for subscription services. As of June 30, 2025, and December 31, 2024, the Company’s contract liabilities totaled approximately $80.5 million and $98.4 million, respectively, and are recorded as deferred revenue on the accompanying condensed consolidated balance sheets. The majority of the deferred revenue is expected to be recognized as revenue within the next month. The remaining deferred revenue balance is expected to be recognized as revenue within the next twelve months. Given the nature of the Company's revenue arrangements, substantially all of the contract liability balance at the beginning of the period was recognized during the six months ended June 30, 2025 and 2024, respectively.

Transaction price allocated to remaining performance obligations

The Company does not disclose the transaction price allocated to remaining performance obligations since subscription and advertising contracts have an original expected term of one year or less.

Note 6 –Property and equipment, net

The table below summarizes the Company’s property and equipment, net (in thousands):

Depreciation expense totaled approximately $0.4 million and $0.3 million for the three months ended June 30, 2025 and 2024, respectively.

Depreciation expense totaled approximately $0.7 million and $0.7 million for the six months ended June 30, 2025 and 2024, respectively.

Note 7 –Intangible Assets and Goodwill

Intangible Assets

The tables below summarize the Company’s intangible assets(in thousands):

The intangible assets are being amortized over their respective original useful lives, which range fromtwo tonine years. The Company recorded amortization expense related to the above intangible assets of approximately $9.8 million and $9.2 million for the three months ended June 30, 2025 and 2024, respectively. The Company recorded amortization expense related to the above intangible assets of approximately $19.3 million and $18.1 million for the six months ended June 30, 2025 and 2024, respectively.

The estimated future amortization expense associated with intangible assets, net is as follows (in thousands):

Goodwill

The following table is a summary of the changes to goodwill for the six months ended June 30, 2025 (in thousands):

Goodwill includes a cumulative impairment charge of $148.1 million as of June 30, 2025 related to the historical FaceBank reporting unit.

Note 8 –Accounts Payable, Accrued Expenses, and Other Long-term Liabilities

Accounts payable, accrued expenses, and other long-term liabilities are presented below (in thousands):

Note 9 –Income Taxes

The following table presents income tax provision for income taxes (in thousands, except for effective tax rate):

During the three and six months ended June 30, 2025, the Company recorded an income tax provision of $0.2 million and $4.8 million, respectively. The income tax provision for the six months ended June 30, 2025 included a discrete tax expense of $5.3 million related to the Antitrust Settlement and stock-based compensation expense. The Antitrust Settlement was treated as an infrequent and unusual item and the tax impact reported discretely during the six months ended June 30, 2025. The effective tax rate was 1.93% on pre-tax loss of $7.9 million and 2.59% on pre-tax income of $185.3 million. The effective tax rate differs from the U.S. Statutory rate of 21% as a result of the discrete item related to the Antitrust Settlement and changes in the Company's valuation allowance.

During the three and six months ended June 30, 2024, the Company recorded an income tax provision of $0.1 million and $0.2 million, respectively and the effective tax rate was 0.26% on pre-tax loss of $25.7 million and $82.0 million, respectively. The effective tax rate differs from the U.S. Statutory rate of 21% as a result of changes in the Company's valuation allowance.

The Company regularly evaluates the realizability of its deferred tax assets and establishes a valuation allowance if it is more likely than not that some or all the deferred tax assets will not be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, loss carrybacks and tax-planning strategies. Generally, more weight is given to objectively verifiable evidence, such as the cumulative losses in recent years which is a significant piece of negative evidence to overcome. During the three and six months ended June 30, 2025, there have been no changes in the Company’s valuation allowance assessment from December 31, 2024. The Company maintains a full valuation allowance on all its U.S., French, and Spanish deferred tax assets as the Company concluded that such deferred tax assets are not realizable on a more-likely-than-not basis.

On July 4, 2025, H.R. 1, commonly known as the One Big Beautiful Bill Act ("OBBBA"), was signed into law. In accordance with U.S. GAAP, the Company will account for the tax effects of changes in tax law in the period of enactment which is the third quarter of calendar year 2025. The Company is currently evaluating the impact of OBBBA on the consolidated financial statements.

Note 10 –Notes Payable, Long-Term Borrowing, and Convertible Notes

Notes payable, long-term borrowing, and convertible notes consist of the following (in thousands, except stated interest rate):

2026 Convertible Notes

On February 2, 2021, the Company issued $402.5 million of convertible notes (“2026 Convertible Notes”). The 2026 Convertible Notes bear interest from February 2, 2021, at a rate of 3.25% per annum, payable semi-annually in arrears on February 15 and August 15 of each year, beginning on August 15, 2021. The 2026 Convertible Notes will mature on February 15, 2026, unless earlier converted, redeemed, or repurchased. The net proceeds from this offering were approximately $389.4 million, after deducting a discount and offering expenses of approximately $13.1 million.

The Company accounts for the 2026 Convertible Notes as single liability measured at amortized cost. The Company did not elect the fair value option.

The initial equivalent conversion price of the 2026 Convertible Notes was $57.78 per share of the Company’s common stock. Holders may convert their 2026 Convertible Notes on or after November 15, 2025, until the close of business on the second business day preceding the maturity date or prior to November 15, 2025 under certain circumstances including:

(i)during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ended on March 31, 2021, if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;

(ii)during thefive-business day period after anyfive consecutive trading day period in which the trading price for each trading day of such five consecutive trading day period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day;

(iii)if the Company calls any or all of the 2026 Convertible Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or

(iv)upon the occurrence of specified corporate events.

The Company may also redeem all or any portion of the 2026 Convertible Notes after February 20, 2024 if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the 2026 Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. Upon conversion, the Company can elect to deliver cash or shares or a combination of cash or shares.

If the Company undergoes a fundamental change (as defined in the Indenture), subject to certain conditions, holders of the 2026 Convertible Notes may require the Company to repurchase for cash all or any portion of their 2026 Convertible Notes at a repurchase price equal to 100% of the principal amount of the 2026 Convertible Notes plus any accrued and unpaid interest. In addition, if a corporate event (as defined in the Indenture) occurs prior to the maturity date or if the Company issues a notice of redemption, the Company may be required to increase the conversion rate by a pre-defined amount for any holder who elects to convert their 2026 Convertible Notes in connection with such a corporate event.

During the three and six months ended June 30, 2024, the Company completed the repurchase of $27.0 million principal amount of the 2026 Convertible Notes with a net book value of $26.7 million for $14.7 million resulting in a gain of $12.1 million, which is included in gain on extinguishment of debt in the condensed consolidated statements of operations and comprehensive income (loss).

During the three months ended June 30, 2024, the Company paid approximately $0.3 million of interest expense in connection with the 2026 Convertible Notes. There wasno interest expense paid during the three months ended June 30, 2025.

During the three months ended June 30, 2025 and 2024, the Company recorded amortization expense of $0.3 million and $0.3 million, respectively, included in amortization of debt premium, net in the condensed consolidated statements of operations and comprehensive income (loss).

During the six months ended June 30, 2025 and 2024, the Company paid approximately $2.4 million and $3.4 million of interest expense, respectively, in connection with the 2026 Convertible Notes and recorded amortization expense of $0.5 million and $0.6 million, respectively, included in amortization of debt premium, net in the condensed consolidated statements of operations and comprehensive income (loss).

The fair value (Level 2) of the 2026 Convertible Notes was $141.2 million and $111.8 million as of June 30, 2025 and December 31, 2024, respectively.

2029 Convertible Notes

On December 29, 2023, the Company entered into a privately negotiated exchange agreement with certain affiliates and related funds of Mudrick Capital Management, L.P., which were holders of its existing 2026 Convertible Notes, to exchange $205.8 million principal amount of the 2026 Convertible Notes for $177.5 million in aggregate principal amount of the Company’s new convertible senior secured notes due 2029 (the “2029 Convertible Notes”), subject to customary closing conditions (the "Exchange"). The Exchange closed on January 2, 2024, when the 2029 Convertible Notes were issued pursuant to, and are governed by, an indenture, dated as of January 2, 2024, among the Company, the guarantors identified therein and U.S. Bank Trust Company, National Association, as trustee and collateral agent.

At our election for any interest period, the 2029 Convertible Notes will bear interest at a rate of (i)7.5% per annum on the principal amount thereof if interest is paid in cash and (ii)10.0% per annum on the principal amount thereof if interest is paid in kind, in each case payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2024. The 2029 Convertible Notes will mature on February 15, 2029, unless earlier converted or repurchased.

The initial conversion rate of the 2029 Convertible Notes is 260.6474 shares of common stock per $1,000 principal amount of 2029 Convertible Notes, which represents an initial conversion price of approximately $3.84 per share of common stock. Holders may convert their 2029 Convertible Notes at their option in the following circumstances:

(i)during any calendar quarter commencing after the calendar quarter ending on March 31, 2024 (and only during such calendar quarter), if the last reported sale price per share of common stock is greater than or equal to 130% of the conversion price for each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;

(ii)during thefive consecutive business days immediately after anyfive consecutive trading day period (such five consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of 2029 Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of common stock on such trading day and the conversion rate on such trading day;

(iii)upon the occurrence of certain corporate events or distributions on the Company’s common stock, as provided in the Indenture; and

(iv)on or after November 15, 2028 until the close of business on the second scheduled trading day immediately before the Maturity Date.

The Company may cause all outstanding 2029 Convertible Notes to be automatically converted, subject to certain conditions, if, at any time on or after January 2, 2025, the last reported sale price of the Company’s common stock has been at least 200% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period, the last of which 20 trading days is no more than 10 trading days before the date that the Company provides the notice of forced conversion. Upon conversion, the Company can elect to deliver cash or shares or a combination of cash or shares.

Upon the occurrence of a fundamental change (as defined in the Indenture), holders of the 2029 Convertible Notes may require the Company to repurchase their 2029 Convertible Notes at a cash repurchase price equal to the principal amount of the 2029 Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. The definition of fundamental change includes certain business combination transactions involving the Company and certain de-listing events with respect to the Company’s common stock.

The 2029 Convertible Notes were initially recorded at fair value. The Company recognized a gain on extinguishment of debt of $9.6 million which represents the difference between the fair value of the 2029 Convertible Notes and the carrying value of the exchanged 2026 Convertible Notes. The Company incurred $4.2 million of financing costs that have been capitalized on the balance sheet and are being amortized over the life of the 2029 Convertible Notes.

During the three months ended June 30, 2025 and 2024, the Company recorded amortization income of $0.6 million and $0.6 million, respectively, included in amortization of debt premium, net in the condensed consolidated statements of operations and comprehensive income (loss).

During the six months ended June 30, 2025 and 2024, the Company paid approximately $6.7 million and $1.6 million, respectively, of interest expense in connection with the 2029 Convertible Notes and recorded amortization income of $1.2 million and $1.1 million, respectively, included in amortization of debt premium, net in the condensed consolidated statements of operations and comprehensive income (loss).

The fair value (Level 2) of the 2029 Convertible Notes was $224.2 million and $161.7 million as of June 30, 2025 and December 31, 2024, respectively.

Note payable

The Company has recognized, through the consolidation of its subsidiary Evolution AI Corporation (“EAI”), a $2.7 million note payable bearing interest at the rate of 10% per annum that was due on October 1, 2018 (“CAM Digital Note”). The cumulative accrued interest on the CAM Digital Note amounts to $4.3 million. The CAM Digital Note is currently in a default condition due to non-payment of principal and interest. The outstanding balance as of June 30, 2025 and December 31, 2024, including interest and penalties, is $7.4 million and $7.0 million, respectively, and is included in notes payable on the accompanying condensed consolidated balance sheets.

Bpifrance

In December 2021, the Company assumed through the acquisition of Molotov, $2.4 million in notes bearing interest rates of 2.25% per annum. During the six months ended June 30, 2025 and 2024, the Company made principal payments of $0.3 million and $0.3 million, respectively. As of June 30, 2025 and December 31, 2024, the principal balance totaled approximately $0.8 million and $1.0 million, respectively, and is included in long-term borrowings-current portion on the accompanying condensed consolidated balance sheets.

Other

The Company assumed, through the consolidation of its subsidiary EAI, a $30,000 note payable due to a relative of the former CEO, John Textor, bearing interest at the rate of 4.0% per annum. As of June 30, 2025 and December 31, 2024, the principal balance and accrued interest totaled approximately $40,000 and $40,000, respectively, and is included in notes payable on the accompanying condensed consolidated balance sheets.

Note 11 –Segments and Geographic Information

The Company hasone operating segment as of June 30, 2025 and 2024, the streaming business. Substantially all of the tangible long-lived assets are located in the United States.

Total revenue

The Company’s method for measuring profitability includes gross profit and net income (loss) from continuing operations, which the CODM uses to assess performance and make decisions for resource allocation. Gross Profit is defined as revenue less subscriber related expenses and broadcasting and transmission. Net income (loss) from continuing operations is consistent with the measurement principals for net income (loss) from continuing operations as reported on the Company’s consolidated statement of operations and comprehensive income (loss).

The following table provides the significant expenses and gross profit with a reconciliation to net income (loss) from continuing operations for the periods indicated, which are regularly reviewed by the CODM (in thousands):

(1) Gross profit is calculated as total revenue less Subscriber related expenses and Broadcasting and transmission expenses.

(2)Sales and marketing, Technology and development, and General and administrative expense categories regularly provided to the CODM exclude stock-based compensation.

(3)Other segment expenses include depreciation and amortization, stock-based compensation expense, interest expense, interest income, amortization of debt premium, net, gain on settlement of litigation, net, gain on extinguishment of debt, other income (expense) and provision for income taxes.

Note 12 –Fair Value Measurements

The Company’s assets measured at fair value on a recurring basis consisted of the following (in thousands):

There wereno liabilities from continuing operations measured at fair value as of June 30, 2025 and December 31, 2024.

Note 13 –Shareholders’ Equity

At-the-Market Sales Agreement

On August 4, 2022, the Company entered into an at-the-market sales agreement (the "Sales Agreement") with Evercore Group L.L.C., Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and Needham & Company, LLC, as sales agents (the “managers”) pursuant to which the Company may, from time to time, sell shares of its common stock having an aggregate offering price of up to $350.0 million through the managers by methods deemed to be an “at-the-market” offering as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended. The Company will pay the managers a commission for their services in acting as agents in the sale of common stock at a commission rate of up to 3% of the gross sales price of the shares of the Company’s common stock sold through them pursuant to the Sales Agreement. The Company is not obligated to, and cannot provide any assurances that it will, make any sales of the shares under the Sales Agreement. The offering of shares of common stock pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all common stock subject to the Sales Agreement or (ii) termination of the Sales Agreement in accordance with its terms.

During the six months ended June 30, 2024, the Company sold 28,791,969 shares of its common stock under the ATM Program at a weighted average gross sales price of $1.31 and received net proceeds of approximately $36.9 million (after deducting $0.8 million in commissions and expenses).

As of June 30, 2025, there was $112.0 million remaining available for sale under the Sales Agreement.

Stock-based compensation

The Company recognized stock-based compensation expense as follows (in thousands):

Equity Incentive Plans

On April 1, 2020, the Company approved the establishment of the Company’s 2020 Equity Incentive Plan, as subsequently amended (the “2020 Plan”). The 2020 Plan provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares to its employees, directors and consultants. On June 17, 2025, the Company further amended the 2020 Plan to, among other things, increase the maximum aggregate number of shares of common stock available for issuance under the 2020 Plan by 20,000,000 shares. As of June 30, 2025, there are 27,565,801 shares available for future issuance under the 2020 Plan.

On August 3, 2022, August 7, 2023, and August 5, 2024, the Company's board of directors (the "Board") adopted the 2022 Employment Inducement Equity Incentive Plan ("2022 Plan"), the 2023 Employment Inducement Equity Incentive Plan ("2023 Plan") and the 2024 Employment Inducement Equity Incentive Plan (the “2024 Plan” and, collectively, the "Inducement Plans"), respectively, in each case without shareholder approval pursuant to Rule 303A.08 of the New York Stock Exchange Listed Company Manual. The Inducement Plans provide for the grant of equity-based awards, including non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares, and their terms are substantially similar to the 2020 Plan, with the exception that awards can only be made to new employees in connection with their commencement of employment. As of June 30, 2025, there are no shares available for future issuance under the 2022 Plan and 2023 Plan, and there are 2,826,840 shares available for future issuance under the 2024 Plan.

Time-based Stock Options

A summary of time-based stock option activity for the six months ended June 30, 2025 is as follows (in thousands, except share and per share amounts):

There wereno options granted during the three and six months ended June 30, 2025 and 2024. Time-based stock options generally vest annually overone-year (in the case of annual grants to directors) tofour-years (in the case of grants to employees) periods, subject to the recipient’s continuation in service through each applicable vesting date.

As of June 30, 2025, the estimated value of unrecognized stock-based compensation expense related to unvested options was approximately $0.3 million to be recognized over a weighted average period of 1.7 years.

Market and Service Condition Based Stock Options

A summary of activity under the 2020 Plan for market and service-based stock options for the six months ended June 30, 2025 is as follows (in thousands, except share and per share amounts):

There wereno market and service-based options granted during the six months ended June 30, 2025 and 2024.

As of June 30, 2025, there wasno unrecognized stock-based compensation expense for market and service-based stock options.

Performance-Based Stock Options

On October 8, 2020, the Company granted the CEO a performance stock option to purchase 4,100,000 shares of common stock, with an exercise price of $10.00, which was originally eligible to vest over a period offive calendar years through 2025, subject to the achievement of certain predetermined performance goals. On April 20, 2023, the Company amended the award to modify the vesting conditions with respect to the 3,280,000 options that remained unvested as of the amendment date (the "Amended Options"). The Amended Options are eligible to vest on February 20, 2026 (the "Certification Date"), subject to the achievement of the predetermined revenue, adjusted EBITDA, and subscriber objectives (the "Performance Criteria") for the year ended December 31, 2025. Compensation cost related to the Amended Options will be recognized over the requisite service period for the new award beginning on the amendment date and ending on the Certification Date based on the probability of achievement of the Performance Criteria. There was no accounting impact on the 820,000 shares subject to the vested portion of the stock option as a result of the amendment. The fair value of the Amended Options as of the amendment date totaled $1.2 million. The Amended Options are subject to acceleration upon certain events and conditions, including a change of control and qualifying terminations, and upon death, disability, and certain “good leaver” circumstances.

Time-Based Restricted Stock Units

A summary of the Company’s time-based restricted stock unit activity during the six months ended June 30, 2025 is as follows:

During the six months ended June 30, 2025, the Company granted 3,356,913 time-based restricted stock units which generally vest annually overone-year (in the case of annual grants to directors) tofour-years (in the case of grants to employees) periods, subject to the recipient’s continuation in service through each applicable vesting date. The fair value of restricted stock units is measured based on their fair value at grant date which totaled approximately $5.0 million.

As of June 30, 2025, the unrecognized stock-based compensation related to time-based restricted stock units totaled $48.1 million, had an aggregate intrinsic value of approximately $106.0 million, and a weighted average remaining contractual term of 2.5 years.

Performance-Based Restricted Stock Units ("PRSUs")

A summary of the Company’s performance-based restricted stock unit activity during the six months ended June 30, 2025 is as follows:

During the six months ended June 30, 2025, the Company granted an aggregate of 1,263,273 PRSUs with a grant date fair value of $3.8 million to certain executives which vest upon the achievement of certain established performance metrics. Compensation cost related to the target PRSUs will be recognized over the requisite service period based on the probability of achievement of certain performance thresholds.

During the three months ended June 30, 2025 and 2024, the Company recognized aggregate stock-based compensation expense of $1.6 million and $1.1 million, respectively, related to these PRSUs.

During the six months ended June 30, 2025 and 2024, the Company recognized aggregate stock-based compensation expense of $3.2 million and $2.2 million, respectively, related to these PRSUs. As of June 30, 2025, aggregate unrecognized stock-based compensation related to these PRSUs totaled $6.0 million.

Market and Service Condition Based Restricted Stock Units

A summary of the Company’s market and service-based restricted stock unit activity during the six months ended June 30, 2025 is as follows:

During the six months ended June 30, 2025, the Company granted an aggregate of 1,304,802 market and service condition based restricted stock units with a grant date fair value of $3.7 million to the CEO which vest upon the achievement of certain established market and service conditions. Compensation cost related to the restricted stock units will be recognized over the requisite service period. During the three and six months ended June 30, 2025, the stock-based compensation expense was not material. As of June 30, 2025, aggregate unrecognized stock-based compensation related to these restricted stock units totaled $3.7 million.

Framework Agreement with MEP FTV

On August 2, 2022 (the "MEP Effective Date"), Fubo Studios Inc., a subsidiary of the Company, entered into a binding framework agreement (the “MEP Framework Agreement”) with MEP FTV Holdings, LLC (“MEP FTV”) and Maximum Effort Productions, LLC. (“MEP” and, together with MEP FTV, “Maximum Effort”), memorializing the parties’ collaboration on a Maximum Effort linear channel and original programming for launch on Fubo. Pursuant to the MEP Framework Agreement, the Company and Maximum Effort agreed to work together to (1) develop scripted and unscripted television programs intended for initial distribution on Fubo’s platform (the “MEP Projects”) and (2) create a new television channel with unique content, features and functionality (the “MEP Network”).

In connection with the MEP Framework Agreement, as consideration for Maximum Effort’s participation in the collaboration, the Company entered into a Restricted Stock Award Agreement dated August 12, 2022 (the “MEP RSA Agreement”) pursuant to which it has agreed to grant restricted common stock, issuable inthree tranches in each of August 2022, 2023 and 2024, to MEP FTV, subject to various time and performance-based milestones. Under the MEP RSA Agreement,80% of the restricted stock is consideration for the MEP Projects and 20% for the MEP Network.

The shares of the Company’s common stock were issued as consideration for the MEP Framework Agreement. The Company accounted for the MEP RSA Agreement pursuant to the non-employee guidance in ASC 718, Compensation – Stock Compensation.

Stock-based compensation cost for MEP Project restricted stock awards (the "MEP Project RSAs") totaled approximately $23.0 million measured as the fair value of the 1,600,000 shares issued for the first tranche issued on August 12, 2022, at $7.0 million, plus the fixed monetary amount of $8.0 million settleable in shares on August 2, 2023, and the fixed monetary amount of $8.0 million, settleable in shares on August 2, 2024. Compensation cost is recognized on a straight-line basis over the term of thethree-year service period as if the Company paid cash for the services. The second two tranches are liability classified because they are a fixed monetary amount, settleable in shares. As compensation cost is recognized for these tranches, a corresponding credit to shares settled liabilities was recorded and reclassified to equity upon issuance of the related shares.

Stock-based compensation cost for the MEP Network RSAs totaling approximately $5.7 million is measured as the fair value of the 400,000 shares issued for the first tranche issued on August 12, 2022, at $1.7 million, plus the fixed monetary amount of $2.0 million, settleable in shares on August 2, 2023, plus the fixed monetary amount of $2.0 million, settleable in shares on August 2, 2024. The Network RSAs were subject to forfeiture until launch of the MEP Network which occurred in June 2023.

During the six months ended June 30, 2025, the Company reversed $8.4 million of stock-based compensation expense recorded in prior periods and $8.4 million of shares settled liability in connection with the forfeiture of the third tranche.

Warrants

Pursuant to the MEP Framework Agreement, on August 12, 2022, the Company issued MEP FTV a warrant to acquire 166,667 shares of the Company’s common stock with an exercise price of $15.00 per share. The warrant is exercisable on or prior to August 2, 2032, provided that the price per share of the Company’s common stock equals or exceeds a 30-trading day volume weighted average closing price of $30.00 at any time prior to third anniversary of the grant date. The fair value of the warrant was measured on August 12, 2022, using the Monte Carlo valuation model, and the fair value totaled approximately $0.4 million. The derived service period was determined to be 1.7 years. The expense recognized during the three and six months ended June 30, 2024 was immaterial. There was no expense recognized during the three and six months ended June 30, 2025. There was no unrecognized expense outstanding as of June 30, 2025.

A summary of the Company’s outstanding warrants as of June 30, 2025, are presented below (in thousands, except number of shares and exercise price):

There wereno warrants granted during the three and six months ended June 30, 2025 and 2024.

Note 14 –Commitments and Contingencies

Leases

The components of lease expense were as follows (in thousands):

Supplemental cash flow information related to leases were as follows (in thousands, except term and discount rate):

As of June 30, 2025, future minimum payments for the operating leases are as follows (in thousands):

Other Contractual Obligations

Annual Sponsorship Agreements

The Company is a party to several non-cancelable contracts with vendors and licensors for marketing and other strategic partnership related agreements where the Company is obligated to make future minimum payments under the non-cancelable terms of these contracts as follows (in thousands):

Sports Rights Agreements

The Company entered into various sports right agreements to obtain programming rights to certain live sporting events.

Future payments under these agreements are as follows (in thousands):

During the six months ended June 30, 2025, the Company made upfront payments totaling approximately $23.6 million, which are recorded in prepaid sports rights on the condensed consolidated balance sheets.

Contingencies

The Company is subject to certain inquiries, investigations, legal proceedings and claims that arise from time to time in the ordinary course of its business, including relating to business practices and patent infringement. Litigation can be expensive and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict and the Company’s view of these matters may change in the future as the litigation and events related thereto unfold. When the Company determines that a loss is both probable and reasonably estimable, a liability is recorded and disclosed if the amount is material to the financial statements taken as a whole. When a material loss contingency is only reasonably possible, the Company does not record a liability, but instead discloses the nature and the amount of the claim, and an estimate of the loss or range of loss, if such an estimate can reasonably be made. Legal expenses associated with any contingency are expensed as incurred.

The Company is engaged in discussions with certain third parties regarding patent licensing matters. The Company is not able to reasonably estimate whether it will be able to reach an agreement with these parties or the amount of potential licensing fees, if any, it may agree to pay in connection with these discussions, but it is possible that any such amount could be material.

Legal Proceedings

The Company is, and may in the future be, involved in various legal proceedings arising from the normal course of business activities. Although the results of litigation and claims cannot be predicted with certainty, currently, the Company believes that the likelihood of any material adverse impact on the Company’s consolidated results of operations, cash flows or our financial position for any such litigation or claims is remote. Regardless of the outcome, litigation can have an adverse impact on the Company because of the costs to defend lawsuits, diversion of management resources and other factors.

DISH Technologies, LLC, et al. v. fuboTV Media Inc., No. 1:23-cv-00986 (D. Del.)

On September 6, 2023, DISH Technologies L.L.C. and Sling TV L.L.C. (collectively, “DISH”) filed a complaint in the District of Delaware alleging that fuboTV Media Inc. (“fuboTV Media”) infringes eight of DISH's patents by streaming video through a fuboTV Media application and seeking damages and injunctive relief.

On December 14, 2023, following a series of stipulated extensions, fuboTV Media filed a motion to dismiss the complaint asserting that DISH’s patents are invalid. A hearing was held on March 25, 2024.

On May 7, 2024, DISH filed a motion for leave to file a First Amended Complaint to assert more claims. The district court granted this motion on May 21, 2024, and denied-as-moot fuboTV Media’s motion to dismiss. fuboTV Media also filed petitions forinter partes ("IPR") review on all the asserted patents, five of which relate to patents for which the United States Patent Trial and Appeal Board (“PTAB”) instituted proceedings in April 2024, and issued its final written decisions holding the majority of the challenged claims unpatentable in April 2025. The lead Petitioner in these IPRs requested rehearing and DISH requested Director Review of these decisions. Those requests are pending. The PTAB also instituted proceedings on the remaining three patents, and those are expected to be complete by November 21, 2025.

After filing its IPR petitions, fuboTV Media filed a motion to stay the district court case pending resolution of those reviews. The district court granted that motion on August 13, 2024, staying the case until two weeks after the PTAB issues final written decisions on the five then-instituted patents and any appeals therefrom, and ordered that the stay would remain in place for the duration of any instituted IPRs and appeals therefrom on the remaining three patents. On December 5, 2024, the parties informed the Court that the PTAB instituted review for the remaining three patents. Currently, the case is fully stayed pending the instituted IPRs.

At this time, the Company cannot predict the outcome, or provide a reasonable estimate or range of estimates of the possible outcome or loss, if any, with respect to this matter. The Company believes it has meritorious defenses and intends to defend itself vigorously in this matter.

FuboTV Inc. and FuboTV Media Inc. vs. The Walt Disney Company, ESPN, Inc., ESPN Enterprises, Inc., Hulu, LLC, Fox Corporation, and Warner Bros. Discovery, Inc.

On February 20, 2024, the Company filed a lawsuit in the U.S. District Court for the Southern District of New York asserting federal and state antitrust claims against The Walt Disney Company (“Disney”), ESPN, Inc. and ESPN Enterprises, Inc. (collectively, “ESPN”), Hulu, LLC (“Hulu”), Fox Corporation (“Fox”), and Warner Bros. Discovery, Inc. (“WBD”). On April 8, 2024, the Company filed a motion for preliminary injunction (“PI Motion”) seeking to enjoin the launch of the announced joint venture (the "Network JV") between Disney, WBD, and Fox pending the outcome of the lawsuit. On August 16, 2024, after a five-day hearing, the district court granted the Company’s PI Motion. On January 6, 2025, the Company entered into a settlement agreement with the Defendants to settle all claims asserted in this matter and received a cash payment of $220.0 million. As part of that settlement, Fubo agreed to dismiss, with prejudice, its lawsuit against the Defendants.

Video Privacy Protection Act ("VPPA") Matters

The Company has been named as defendant in putative class action complaints bringing claims under the VPPA, alleging the Company shared subscribers’ personally identifiable information to third party advertisers and through the Meta Pixel and Google Analytics without consent. See Burdette v. fuboTV, Inc., No. 1:23-cv-10351 (N.D. Ill.); Perez, et al., v. fuboTV, Inc., No. 0:23-cv-61961 (S.D. Fla.); Beasley v. fuboTV, Inc., No. 1:24-cv-00711 (S.D.N.Y). The Burdette litigation was subsequently voluntarily dismissed and refiled in state court as Burdette v. fuboTV, Inc., No. 2024LA001460 (Cir. Ct. DuPage County). The Company has reached an agreement to resolve these matters on a class basis for $3,400,000. The court preliminarily approved the settlement agreement on May 29, 2025, and the final approval hearing is scheduled for October 6, 2025. The Beasley plaintiff filed a notice of voluntary dismissal on April 29, 2025. The Perez case was also voluntarily dismissed on May 22, 2025. Additional allegations or litigation may arise against the Company in the future related to the VPPA and other privacy and consumer protection laws.