FuboTV Inc.

Previous wording

The following discussion and analysis by our management of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and the accompanying related notes included in this Quarterly Report and our audited consolidated financial statements and related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the sections titled “Forward-Looking Statements” and “Risk Factors” for a discussion of forward-looking statements and important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Current wording

The following discussion and analysis by our management of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and the accompanying related notes included in this Quarterly Report, the audited consolidated financial statements and related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations of Fubo and the Hulu Live Business included in our Annual Report and the HL Business Closing 8-K. The historical financial results and information presented below reflect the Hulu Live Business prepared on a carve-out basis for periods prior to the consummation of the Business Combination. As a result, the historical results of the Hulu Live Business are not necessarily comparable to the results of the combined company following the Business Combination. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the sections titled “Forward-Looking Statements” and “Risk Factors” for a discussion of forward-looking statements and important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Previous wording

First, we leverage sporting events to acquire subscribers at efficient acquisition costs, given the built-in demand for sports. We then leverage our technology and data to drive higher engagement and induce retentive behaviors such as watching content, favoriting channels, recording shows, and increasing discovery through our proprietary machine learning recommendations engine. We monetize our growing base of highly engaged subscribers by driving higher average revenue per user.

Current wording

Our business model is centered on operating and monetizing our sports-, news- and entertainment-focused live TV streaming offerings under multiple brands and distribution arrangements. Through our offerings, we seek to serve consumers across the demand curve, offering multiple plan options from “skinny” packages with a number of targeted channels to more robust packages at varying price points, designed to deliver greater choice and flexibility. We leverage sporting events and other popular news and entertainment programming to acquire subscribers at efficient acquisition costs, given built-in demand for such programming. For the Fubo-branded offerings (such services, the "Fubo Services"), we leverage our technology and data to drive higher engagement and induce retentive behaviors such as watching content, favoriting channels, recording shows, and increasing discovery through our proprietary machine learning recommendations engine.

Previous wording

We drive our business model with three core strategies:

Current wording

We drive our business model with three core strategies, coupled with disciplined capital management:

Previous wording

•Grow our paid subscriber base

Current wording

•Grow our paid subscriber base across our offerings

Previous wording

•Optimize our content portfolio, engagement and retention

Current wording

•Optimize our content portfolio, product features, engagement and retention to improve unit economics and expand subscriber lifetime value

Previous wording

We are a leading live TV streaming platform for sports, news, and entertainment. Our revenues are almost entirely derived from the sale of subscription services and the sale of advertisements in the United States, though we have expanded into several international markets, with operations in Canada, Spain and France.

Current wording

We are principally focused on offering consumers live TV streaming services for sports, news, and entertainment programming. Our revenues are almost entirely derived from the sale of subscription services for the Fubo Services, a wholesale fee arrangement under the Commercial Agreement with Hulu relating to the Hulu Live Service (as defined below), and the sale of advertisements in the United States on the Fubo Services and Hulu Live Service. We also have operations in several international markets, including Canada, France and Spain.

Previous wording

(z) contributed the HL Business and the HL Business Assets to to a newly formed entity, Fubo Operations LLC (“Newco”), by transferring all of its right, title and interest in, to and under 100% of the equity interests of HL to Newco, (ii) the Company underwent an umbrella partnership C corporation reorganization (the “Up-C Reorganization”) and contributed 100% of the equity interests in a newly formed, wholly-owned subsidiary, Fubo Services LLC (“Fubo OpCo”), to which the Company had previously contributed the Company's business prior to the Closing Date, to Newco in exchange for units in Newco (“Newco Units”), resulting in Hulu holding a number of Newco Units representing, in the aggregate, a 70% economic interest (calculated on a fully-diluted basis) in Newco and the Company holding a number of Newco Units representing, in the aggregate, a 30% economic interest (calculated on a fully-diluted basis) in Newco, and (iii) the Company issued to Hulu shares of 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 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.

Current wording

Pursuant to the Business Combination Agreement, on the Closing Date, (i) Hulu (x) contributed 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 Hulu Live Service (as defined below) (the “Hulu Live Business”) to Hulu Live LLC (“Hulu Live”), (y) caused Hulu Live to assume only the HL Business Liabilities (as defined in the Business Combination Agreement) and (z) contributed the Hulu Live Business and the HL Business Assets to a newly formed entity, Fubo Operations LLC (“Newco”), by transferring all of its right, title and interest in, to and under 100% of the equity interests of Hulu Live to Newco, (ii) the Company underwent an umbrella partnership C corporation (“up-C”) reorganization and contributed 100% of the equity interests in a newly formed, wholly-owned subsidiary, Fubo Services LLC, to which the Company had previously contributed the Company’s business prior to the Closing Date, to Newco in exchange for units in Newco (“Newco Units”), resulting in Hulu holding a number of Newco Units representing, in the aggregate, a 70% economic interest (calculated on a fully-diluted basis) in Newco and the Company holding a number of Newco Units representing, in the aggregate, a 30% economic interest (calculated on a fully-diluted basis) in Newco, and (iii) the Company issued to Hulu shares of the Company’s Class B common stock representing, in the aggregate, a 70% voting interest in the Company (calculated on a fully-diluted basis). The HL Business Assets 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” (such service, the “Hulu Live Service”), all other assets (including intellectual property) exclusively related to the Hulu Live Service and all intellectual property constituting the “Live TV” brand.

Previous wording

Building and maintaining a strong brand is important to our ability to attract and retain subscribers, as potential subscribers have a number of pay TV choices. We and our competitors attract new subscribers from each other’s existing subscriber bases as well as from first-time purchasers of Pay TV services. We continue to experience increased competition, including from larger companies with greater resources to promote their brands through traditional forms of advertising, such as print media and TV commercials, as well as Internet advertising and website product placement. We primarily rely on paid marketing channels (such as social media, search advertising, display advertising, radio, out of home and television) to grow our brand and reach new subscribers. If these channels become less efficient our growth could be adversely affected.

Current wording

Building and maintaining a strong brand is important to our ability to attract and retain subscribers, as potential subscribers have a number of Pay TV choices. We and our competitors attract new subscribers from each other’s existing subscriber bases as well as from first-time purchasers of Pay TV services. We continue to experience increased competition, including from companies that promote their brands through traditional forms of advertising, such as print media and TV commercials, as well as Internet advertising and website product placement. We primarily rely on paid marketing channels (such as social media, search advertising, display advertising, radio, out of home and television) to grow our brand and reach new subscribers. If these channels become less efficient our growth could be adversely affected.

Previous wording

Our long-term growth will depend in part on our ability to grow and retain our subscriber base, as well as increased engagement by our subscribers. The relative service levels, content offerings, pricing and user experience of our platform will impact our ability to attract and retain subscribers versus our competitors. Any perceived decline in platform value, whether through new features, pricing adjustments, or content changes, could hurt our ability to attract and retain customers. Aggressive promotions by competitors could further impact our value proposition.

Current wording

Our long-term growth will depend in part on our ability to grow and retain our subscriber base, as well as increased engagement by our subscribers. The relative content offerings, product features, pricing and user experience of our services will impact our ability to attract and retain subscribers versus our competitors. Any perceived decline in service value, whether through new features, pricing adjustments, or content changes, could hurt our ability to attract and retain customers. Aggressive promotions by competitors could further impact our value proposition.

Previous wording

A key source of revenue for the Company is from advertising sales. Pursuant to the commercial services agreement entered into in connection with the Business Combination, certain affiliates of Disney will sell ads on behalf of the Company in exchange for a portion of ad sale revenue. As a result, a portion of our business model depends on the marketing and sale of advertising inventory across our services pursuant to such agreement. The advertising industry is highly competitive, with numerous internet streaming platforms and services, as well as traditional media, such as radio, broadcast, cable and satellite TV and satellite and internet radio. Many advertisers devote a substantial portion of their advertising budgets to traditional media, and we expect advertisers may do so in the future. Although traditional TV advertisers have shown a growing interest in over-the-top (“OTT”) advertising, we cannot be certain that their interest will increase in the future. If advertisers do not perceive meaningful benefits of OTT advertising, if there are delays or shortfalls in the sale of advertising on our platforms, or if a sufficient supply of quality video advertising inventory cannot be maintained at reasonable costs to keep up with demand, our operating results and growth prospects could be adversely affected. In addition, advertising spend is affected by broader macroeconomic conditions, and therefore economic downturns and recessionary fears may also negatively impact our advertising revenue.

Current wording

A key source of revenue for the Company is from advertising sales. Pursuant to our Commercial Agreement with Hulu, certain affiliates of Disney sell ads on behalf of the Company for the Fubo Services and Hulu Live Service in exchange for a portion of ad sale revenue. As a result, a portion of our business model depends on the marketing and sale of advertising inventory across our services pursuant to such agreement. The advertising industry is highly competitive, with numerous internet streaming platforms and services, as well as traditional media, such as radio, broadcast, cable and satellite TV and satellite and internet radio. Many advertisers devote a substantial portion of their advertising budgets to traditional media, and we expect advertisers may do so in the future. Although traditional TV advertisers have shown a growing interest in over-the-top (“OTT”) advertising, we cannot be certain that their interest will increase in the future. If advertisers do not perceive meaningful benefits of OTT advertising, if there are delays or shortfalls in the sale of advertising on our platforms, or if a sufficient supply of quality video advertising inventory cannot be maintained at reasonable costs to keep up with demand, our operating results and growth prospects could be adversely affected. In addition, advertising spend is affected by broader macroeconomic conditions, and therefore economic downturns and recessionary fears may also negatively impact our advertising revenue.

Previous wording

Our ability to compete successfully will depend, among other things, on our ability to obtain desirable content and deliver it to our subscribers at competitive prices. The addition or loss of popular content or channels, including our ability to enter into new content deals or negotiate renewals with our content providers on terms that are favorable to us, or at all, could affect our results and our ability to grow our business. Content costs represent the majority of our “Subscriber related expenses” and the largest component of our total operating expenses. We have seen an increase in these costs in recent periods, and we expect further increases in the future. Moreover, the renewal of long-term content contracts may be on less favorable pricing terms in the future. As a result, our margins may face pressure if we are unable to renew our long-term content contracts on acceptable pricing and other economic terms or if we are unable to pass these increased programming costs on to our subscribers. In addition, as content providers bring to market their own direct-to-consumer streaming services, including the simulcasting and/or exclusive distribution of sporting events, the differentiated value proposition offered by our aggregated content mix may diminish. Moreover, if current or future content partners refuse to grant our subscribers access to stream certain channels, or make their content available on their own DTC platform or our competitors’ platforms, whether exclusively or at more attractive pricing, this could adversely affect our ability to acquire and retain subscribers, which could materially and adversely affect our business, financial condition and results of operations.

Current wording

Our ability to compete successfully will depend, among other things, on our ability to obtain and package desirable content and deliver it to our subscribers at competitive prices. The addition or loss of popular content or channels, including our ability to enter into new content deals or negotiate renewals with our content providers on terms that are favorable to us, or at all, could affect our results and our ability to grow our business. Content costs represent the majority of our “Subscriber related expenses” and the largest component of our total operating expenses. We have seen an increase in these costs in recent periods. As a result, the renewal of long-term content contracts may be on less favorable pricing terms in the future, which could pressure our margins if we are unable to pass these increased programming costs on to our subscribers. In addition, as content providers bring to market their own direct-to-consumer streaming services, including the simulcasting and/or exclusive distribution of sporting events, the differentiated value proposition offered by our services may diminish. Moreover, if current or future content partners refuse to grant our subscribers access to stream certain channels, or make their content available on their own DTC platform or our competitors’ platforms, whether exclusively or at more attractive pricing, this could adversely affect our ability to acquire and retain subscribers, which could materially and adversely affect our business, financial condition and results of operations.

Previous wording

We generate significantly higher levels of revenue and subscriber additions in the third and fourth quarters of the year. This seasonality is driven primarily by an influx of new subscribers at the start of the National Football League and college football seasons. Our operating results may also be affected by the scheduling of major sporting events that do not occur annually, such as the World Cup or Olympic Games, or the cancellation or postponement of sporting events. In addition, we typically see subscribers on our platform decline from the fourth quarter of the previous year through the first and second quarter of the following year.

Current wording

We typically generate significantly higher levels of revenue and subscriber additions in the fourth quarter (July - September) and first quarter (October - December) of our fiscal year. This seasonality is driven primarily by an influx of new subscribers at the start of the National Football League and college football seasons as well as for the fall TV season when many entertainment networks premiere new programming. Our operating results may also be affected by the scheduling of major sporting events that do not occur annually, such as the World Cup, the cancellation or postponement of sporting events and adjustments to our content portfolio and corresponding availability of sports events. In addition, we typically see the total number of subscribers on our platform peak in the first quarter of our fiscal year.

Previous wording

Subscription revenue consists of subscription plans sold through the Company’s website and third-party app stores.

Current wording

Subscription revenue consists of subscription plans for the Fubo Services sold through the Company’s website and third-party app stores.

Previous wording

Other revenue consists of distribution fees, commissions, and carriage fees earned on sales through a channel distribution platform.

Current wording

Other revenue consists of distribution fees, commissions, and carriage fees earned on sales through a channel distribution platform for the Fubo Services and Hulu Live Service.

Previous wording

Subscriber related expenses consist primarily of affiliate distribution rights and other distribution costs related to content streaming.

Current wording

Subscriber related expenses consist primarily of third-party affiliate distribution rights and other distribution costs related to content streaming on the Fubo and Hulu platforms. Subscriber related expenses - related party consist of program license fees related to content provided by various Disney entities streaming on the Fubo Services and Hulu Live Services.

Previous wording

Sales and marketing expenses consist primarily of payroll and related costs, benefits, rent and utilities, stock-based compensation, agency costs, advertising campaigns and branding initiatives.

Current wording

Sales and marketing expenses for the Fubo Services consist of payroll and related costs, benefits, rent and utilities, stock-based compensation, agency costs, advertising campaigns and branding initiatives. Pursuant to our Commercial Agreement with Hulu, the Company bears all marketing expenses of the Hulu Live Business and will pay Hulu a marketing support fee equal to 10% of the Hulu Live Business’s marketing budget, which marketing budget must be at least equal to 0.7% of revenues of the Hulu Live Business. In exchange for the fee, Hulu will be responsible for marketing execution for the Hulu Live Service in consultation with the Company. All sales and marketing costs are expensed as they are incurred.

Previous wording

Results of Operations for the Three and Nine Months Ended September 30, 2025 and 2024 (in thousands):

Current wording

Results of Operations for the Three Months Ended December 31, 2025 and December 28, 2024 (in thousands):

Previous wording

During the three months ended September 30, 2025, we recognized sales and marketing expenses of $42.0 million compared to $55.2 million during the three months ended September 30, 2024. The decrease of $13.2 million was primarily due to decrease in marketing expenses.

Current wording

During the three months ended December 31, 2025, we recognized sales and marketing expenses of $59.3 million compared to $2.2 million during the three months ended December 28, 2024. The increase of $57.0 million was primarily due to sales and marketing expenses from the Fubo Services as a result of the Business Combination.

Previous wording

We had 1.6 million and 1.6 million paid subscribers in the United States and Canada ("North America" or "NA") as of September 30, 2025 and 2024, respectively, and 0.3 million and 0.4 million paid subscribers in the remaining territories in which the Company operates ("Rest of World" or "ROW") as of September 30, 2025 and 2024, respectively.

Current wording

We had 6.2 million and 6.3 million Total Subscribers in the United States and Canada ("North America" or "NA") as of December 31, 2025 and December 28, 2024, respectively, and 0.33 million and 0.36 million Total Subscribers in the remaining territories in which the Company operates ("Rest of World" or "ROW") as of December 31, 2025 and December 28, 2024, respectively.

Previous wording

Our Gross Profit was $78.4 million and $54.1 million for the three months ended September 30, 2025 and 2024, respectively. Our Gross Margin was 20.8% and 14.0% for the same periods, respectively.

Current wording

Our Gross Profit was $112.0 million and $3.5 million for the three months ended December 31, 2025 and December 28, 2024, respectively. Our Gross Margin was 7.2% and 0.3% for the same periods, respectively.

Previous wording

Our primary sources of cash are receipts from subscription and advertising revenue. Historically, we have also received proceeds from equity and debt financings. Our primary uses of cash are content and programming license fees and operating expenses, including payroll-related, marketing, technology and professional fees.

Current wording

Our primary sources of cash are receipts from subscription, related party and advertising revenues as well as proceeds from debt financings. Our primary uses of cash are programming license fees and operating expenses, including payroll-related, marketing, technology and professional fees.

Previous wording

As of September 30, 2025, we had cash, cash equivalents, and restricted cash of $280.3 million. Based on our current outlook, we expect to primarily use our cash and cash equivalents, and cash flows from operations, to fund our operations. However, our future capital requirements will depend on many factors, including, but not limited to, those detailed in Part II, Item 1A, Risk Factors in this Quarterly Report. We therefore may from time to time seek to raise additional capital, including selling shares of our common stock under our ATM Program to, among other things, fund repurchases of our debt or equity securities or, if a change in market conditions or other circumstances impacts our current outlook and/or liquidity needs, to fund our operating plan. We also may raise capital from time to time to strengthen our balance sheet and enhance our liquidity. In addition, we may seek to repurchase, refinance or restructure our outstanding debt securities prior to their maturity in one or more transactions, which may involve the payment of cash or the issuance of additional debt or equity securities.

Current wording

As of December 31, 2025, we had cash, cash equivalents, and restricted cash of $458.6 million. Based on our current outlook, we expect to primarily use our cash and cash equivalents, and cash flows from operations, to fund our operations. However, our future capital requirements will depend on many factors, including, but not limited to, those detailed in Part II, Item 1A, Risk Factors in this Quarterly Report. We therefore may from time to time seek to raise additional capital, to, among other things, fund tax distributions under the Newco Operating Agreement, payments under the Tax Receivables Agreement with Newco and Hulu, if necessary, the redemption right held by Hulu that it may exercise from time to time (should we elect to exchange their Class B Common Stock for a cash payment), repurchases of our debt or equity securities or, if a change in market conditions or other circumstances impacts our current outlook and/or liquidity needs, to fund our operating plan. We also may raise capital from time to time to strengthen our balance sheet and enhance our liquidity. In addition, we may seek to repurchase, refinance or restructure our outstanding debt securities prior to their maturity in one or more transactions, which may involve the payment of cash or the issuance of additional debt or equity securities.

Previous wording

Net cash used in investing activities was $9.9 million during the nine months ended September 30, 2025 compared to $11.3 million during the nine months ended September 30, 2024. The change was primarily driven by a $1.2 million decrease in capital expenditures.

Current wording

Net cash used in investing activities was $264.3 million during the three months ended December 31, 2025. The change was primarily driven by cash received of $268.1 million from legacy Fubo as a result of the Business Combination. There were no investing activities during the three months ended December 28, 2024.

Previous wording

Net cash provided by operating activities was $120.3 million during the nine months ended September 30, 2025 compared to net cash used in operating activities of $96.5 million during the nine months ended September 30, 2024. The change was primarily driven by proceeds of $220.0 million received from the Antitrust Settlement offset by an increase in payments for programming license fees.

Current wording

Net cash provided by financing activities was $394.5 million during the three months ended December 31, 2025 compared to net cash provided by financing activities of $42.6 million during the three months ended December 28, 2024. The change was primarily driven by an increase in net contribution from Disney for the period prior to the Closing Date.

Previous wording

We test goodwill for impairment on an annual basis during the fourth quarter of each calendar year or earlier when circumstances dictate. We measure recoverability of goodwill at the reporting unit level. The process of determining the fair value of a reporting unit is highly subjective and involves the use of significant estimates and assumptions. In performing our annual assessment, we can opt to perform a qualitative assessment to test a reporting unit’s goodwill for impairment or we can directly perform a quantitative assessment. Based on our qualitative assessment, if we determine that the fair value of our reporting unit is, more likely than not, less than its carrying amount, then the quantitative assessment is performed. Any excess of the reporting unit’s carrying amount over its fair value will be recorded as an impairment loss.

Current wording

We test goodwill for impairment on an annual basis on July 1 for each fiscal year or more frequently if events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. We measure recoverability of goodwill at the reporting unit level. The process of determining the fair value of a reporting unit is highly subjective and involves the use of significant estimates and assumptions. In performing our annual assessment, we can opt to perform a qualitative assessment to test a reporting unit’s goodwill for impairment or we can directly perform a quantitative assessment. Based on our qualitative assessment, if we determine that the fair value of our reporting unit is, more likely than not, less than its carrying amount, then the quantitative assessment is performed. Any excess of the reporting unit’s carrying amount over its fair value will be recorded as an impairment loss.

Previous wording

There were no stock options granted during the nine months ended September 30, 2025.

Current wording

There were no stock options granted during the three months ended December 31, 2025.