FuboTV Inc.

Note 1 -Organization and Nature of Business

Organization

FuboTV Inc. (the “Company”) was incorporated under the laws of the State of Florida in February 2009. In connection with the consummation of the Business Combination (defined below), the Company effected a conversion (the “Conversion”) from a Florida corporation to a Delaware corporation on October 29, 2025, and changed its name from fuboTV Inc. to FuboTV Inc. As part of the Conversion, all of the Company’s issued and outstanding shares of common stock were automatically converted into issued and outstanding shares of Class A common stock, par value $0.0001 per share, and the Company created a new class of vote-only shares of Class B common stock, par value $0.0001 per share. The Company’s Class A common stock is listed on the New York Stock Exchange under the trading symbol “FUBO.”

Unless expressly indicated or the context otherwise requires, references to “FuboTV Inc.,” “Fubo,” “we,” “us,” “our,” “the Company,” and similar references refer (i) prior to the consummation of the Conversion and Business Combination, to fuboTV Inc., a Florida corporation, and its consolidated subsidiaries, and (ii) after the consummation of the Conversion and Business Combination, to FuboTV Inc., a Delaware corporation, and its consolidated subsidiaries.

Nature of Business

The Company is principally focused on offering consumers live TV streaming services for sports, news, and entertainment programming. The Company’s revenues are almost entirely derived from the sale of subscription services for its Fubo-branded offerings (collectively, the "Fubo Services"), a wholesale fee arrangement under a commercial services agreement with Hulu, LLC ("Hulu") relating to the Hulu Live Service (defined below), and the sale of advertisements in the United States on the Fubo Services and Hulu Live Service. The Company also has operations in several international markets, including Canada, France and Spain.

Business Combination

On October 29, 2025 (the “Closing Date”), the Company completed the transactions contemplated by the Business Combination Agreement, dated as of January 6, 2025 (the “Business Combination Agreement”), by and among the Company, The Walt Disney Company (“Disney”) and Hulu, pursuant to which the parties combined the existing Fubo business with the Hulu Live Business (as defined below) (such transactions, collectively, the "Business Combination").

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.

On the Closing Date, the Company and Hulu, as the members of Newco, adopted an amended and restated limited liability company agreement of Newco, pursuant to which Fubo became the sole managing member of Newco. In addition, the Company entered into certain commercial agreements with Hulu, including a brand licensing agreement and commercial services agreement (the "Commercial Agreement"), pursuant to which, among other things, (i) the Company granted to Hulu the right, license and obligation to distribute the Hulu Live Service via the Hulu platform on a wholesale basis, pursuant to which, during the term of the Commercial Agreement, Hulu pays the Company a wholesale fee initially equal to 95% of the Hulu Live Business’s carriage fee expenses in calendar years 2025 and 2026, escalating to 97.5% in calendar year 2027 and 99% in calendar year 2028 and thereafter, and (ii) certain affiliates of Disney agreed to sell ads on behalf of the Company for the Fubo Services and the Hulu Live Service in exchange for a portion of ad sale revenue. The Commercial Agreement provides for an initial term of five years, renewable for an additional five-year term by mutual agreement.

Note 2 -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 and its non-wholly owned subsidiaries where the Company has a controlling interest. Effective as of the closing of the Business Combination, the Company is the sole managing member of Newco with control over all of the day-to-day business affairs and decision-making of Newco. As a result, the Company consolidates the financial results of Newco and reports a non-controlling interest representing the economic interest in Newco held by Hulu. All intercompany balances and transactions have been eliminated in consolidation.

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for reporting interim financial information. The consolidated financial statements as of and for the three months ended December 31, 2025 and December 28, 2024 are unaudited; however, in the opinion of management, the consolidated financial statements reflect all adjustments, consisting solely of normal and recurring adjustments, necessary for a fair statement of its financial position, results of operations and cash flows for the periods presented. The results of operations of any interim period are not necessarily indicative of the results of operations for the full year.

The Company has accounted for the acquisition consummated pursuant to the Business Combination Agreement as a reverse acquisition of the Company using the acquisition method of accounting in accordance with GAAP, with the Hulu Live Business treated as the accounting acquirer of the Company. Accordingly, commencing with this Quarterly Report on Form 10-Q for the quarter ended December 31, 2025, the historical combined carve-out financial statements of the Hulu Live Business are presented as the historical financial statements of the Company. Based on this determination, the financial statements reflect the Hulu Live Business's acquisition of the historical Fubo business as of the Closing Date, including the recognition of the acquired Fubo business's identifiable assets and liabilities at fair value with the residual recorded as goodwill. Prior to the Business Combination, the Hulu Live Business operated as part of Hulu, which is controlled and consolidated by Disney, and, therefore, its historical financial statements were prepared on a carve-out basis from Disney and Hulu, including allocations of certain corporate costs, shared services, and assets and liabilities that were not historically operated or financed on a standalone basis.

As a result, the financial results and information included herein for the current period reflects (x) the results of the Hulu Live Business prepared on a carve-out basis for the period from September 28, 2025 through October 28, 2025, and excludes Fubo’s results for this period, and (y) the results of combined Fubo and Hulu Live businesses for the period from October 29, 2025 through December 31, 2025. The financial results and information for all historical periods presented herein reflect the results of the Hulu Live Business prepared on a carve-out basis and excludes the results of the historical Fubo business. Therefore, the historical results of the Hulu Live Business are not necessarily comparable to the results of the Company following the Business Combination.

Prior to the closing of the Business Combination, the Hulu Live Business' fiscal year ended on the Saturday closest to September 30, and the Company’s historical fiscal year end was December 31. Effective as of the Closing Date, the Company changed its fiscal year end to September 30, with its first full fiscal year following the Closing Date to end on September 30, 2026. The Hulu Live Business' most recent fiscal year ended on September 27, 2025.

On February 3, 2026, at the recommendation of the Company's board of directors, Hulu, representing a majority of the outstanding voting interests of the Company, approved by written consent amendments to the Company’s certificate of incorporation to effect a reverse stock split of the Company’s Class A common stock and Class B common stock, at a ratio ranging from any whole number between 1-for-8 and 1-for-12, as determined by the Company’s board of directors in its discretion, subject to the board's authority to abandon such amendments (the “Reverse Stock Split Amendment”). The effective date of the Reverse Stock Split Amendment has not been determined.

Use of Estimates

The preparation of financial statements in conformity with 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 allocating the fair value of purchase consideration to assets acquired and liabilities assumed in business acquisitions, useful lives of intangible assets, recoverability of goodwill and intangible assets, 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 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 andone reporting unit, the streaming business. The Company has concluded that consolidated net income (loss) is the measure of segment profitability. There are no other expense categories regularly provided to the CODM that are not already included in the condensed consolidated statements of operations and comprehensive loss.

Substantially all of the tangible long-lived assets are located in the United States. The following table presents total revenue for the operating segment:

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 consolidated balance sheets.

The following table provides a reconciliation of cash and cash equivalents and restricted cash within the consolidated balance sheets that sum to the total of the same on the 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.

Fair Value Estimates

The carrying amounts of the Company’s financial assets and liabilities, such as cash, other assets, accounts payable and accrued payroll, approximate their fair values because of the short maturity of these instruments. The carrying amounts of long-term borrowings approximate their fair values due to the short-term maturity and the fact that the effective interest rates on these obligations are comparable to market interest rates for instruments of similar credit risk.

Fair Value of Financial Instruments

The Company records its financial assets and liabilities at fair value. Fair value is determined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the reporting date. Fair value is estimated by applying inputs which are classified into the following levels of a three-tier hierarchy as follows:

Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 — observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and

Level 3 — assets and liabilities whose significant value drivers are unobservable.

Accounts Receivable, Net

The Company records accounts receivable at the invoiced amount less an allowance for any potentially uncollectible accounts. The Company’s accounts receivable balance primarily consists of amounts due from the sale of advertisements and subscription revenue. In evaluating our ability to collect outstanding receivable balances, we consider many factors, including the age of the balance, collection history, and current economic trends. Bad debts are written off after all collection efforts have ceased. Based on the Company’s current and historical collection experience, management concluded that an allowance for credit losses was not necessary as of December 31, 2025 and December 28, 2024.

No individual third-party customer accounted for more than 10% of revenue for the three months ended December 31, 2025 and September 27, 2025.

Property and Equipment, Net

Property and equipment is stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are depreciated over the shorter of the lease term or the estimated useful life of the assets. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statements of operations and comprehensive loss in the period realized. Maintenance and repairs are expensed as incurred. The Company’s property and equipment, net are being depreciated over their estimated useful lives as follows:

Licensed Content

The Company entered into various license agreements to obtain rights to certain live sports events. Costs incurred in acquiring certain rights to live sporting events are accounted for in accordance with ASC 920, Entertainment—Broadcasters. These program rights are recorded in subscriber related expenses in a manner consistent with how it expects to monetize the licensed content, which is primarily based on subscription revenue.

Cash flows for licensed content are presented within operating activities in the consolidated statements of cash flows.

Impairment Testing of Long-Lived Assets

The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value and is recorded in the period in which the determination is made. Fair value is based on those assets' market value when available or discounted expected cash flows.

The Company tests goodwill for impairment at the reporting unit level 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. The Company assesses qualitative factors to determine whether it is more likely than not that the fair value of a single reporting unit is less than its carrying amount. If it is determined that the fair value is less than its carrying amount, the excess of the goodwill carrying amount over the implied fair value is recognized as an impairment loss.

Intangible Assets, Net

The Company’s intangible assets represent definite lived intangible assets, which are being amortized on a straight-line basis over their estimated useful lives as follows:

We capitalize qualifying development costs associated with software that is developed or obtained for internal use, provided that management with the relevant authority authorizes and commits to the funding of the project, it is probable the project will be completed and the software will be used to perform the function intended. Capitalized costs, including costs incurred for enhancements that are expected to result in additional significant functionality are capitalized and amortized on a straight-line basis over the estimated useful life, which approximates three years. Costs related to preliminary project activities and post-implementation operation activities, including training and maintenance, are expensed as incurred.

Leases

The Company accounts for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the consolidated balance sheets as both a right-of-use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right-of-use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset result in straight-line rent expense over the lease term.

In calculating the right-of-use asset and lease liability, the Company elects to combine lease and non-lease components. The Company also elected not to include short term leases having initial terms of 12 months or less in its right-of-use asset and lease liabilities and recognizes rent expense for these short-term leases on a straight-line basis over the lease term.

Redeemable Non-controlling Interest

Redeemable non-controlling interest is evaluated by the Company and shown as mezzanine equity (shown between liabilities and equity) on the condensed consolidated balance sheets. Redeemable non-controlling interest is measured at their redemption values at the end of each reporting period.

Revenue from Contracts with Customers

The Company recognizes revenue from contracts with customers under ASC 606, Revenue from Contracts with Customers (the “revenue standard”). The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. A good or service is transferred to a customer when, or as, the customer obtains control of that good or service.

The Company generates revenue from the following sources:

1. Subscriptions – The Company sells various subscription plans for the Fubo Services through its website and third-party app stores. These subscription plans provide different levels of streamed content and functionality depending on the plan selected. Subscription fees are fixed and paid in advance by credit card primarily on a monthly basis. A subscription customer executes a contract by agreeing to the Company’s terms of service. The Company considers the subscription contract legally enforceable once the customer has accepted terms of service and the Company has received credit card authorization from the customer’s credit card company. The terms of service allow customers to terminate the subscription at any time, however, in the event of termination, no prepaid subscription fees are refundable. The Company recognizes revenue when it satisfies a performance obligation by transferring control of the promised services to the customers, which is ratably over the subscription period. Upon the customer agreeing to the Company’s terms and conditions and authorization of the credit card, the customer simultaneously receives and consumes the benefits of the streamed content ratably throughout the term of the contract. Subscription services sold through third-party app stores are recorded gross in revenue with fees to the third-party app stores recorded in subscriber related expenses in the consolidated statement of operations and comprehensive loss. Management concluded that the customers are the end user of the subscription services sold by these third-party app stores.

2. Related party revenue – Pursuant to the Commercial Agreement with Hulu, for the Hulu Live Service, the Company receives a wholesale fee from Hulu initially equal to 95% of carriage fee expenses incurred by the Hulu Live Business for calendar year 2025 and 2026, escalating to 97.5% in calendar year 2027 and 99% in calendar year 2028 and thereafter. The wholesale fee prior to the Closing Date is presented as 100% of carriage fee expenses incurred by the Hulu Live Business.

3. Advertising – Pursuant to the Commercial Agreement with Hulu, certain affiliates of Disney exclusively sell ads on behalf of the Company for the Fubo Services and Hulu Live Service and remit 100% of the revenue to the Company, net of a 15% ad agency fee. The Company recognizes revenue at a point in time when a performance obligation has been satisfied by transferring control of the promised services to the advertiser, which generally is when the advertisement has been displayed.

4. Other revenue – Other revenue consists of distribution fees, commissions, and carriage fees earned on sales through channel distribution platforms for the Fubo Services and Hulu Live Service. The Company recognizes revenue at a point in time when it satisfies a performance obligation by transferring control of the promised services to the customers.

Revenue from third parties (all revenues excluding related party revenue) was 25.1% of the Company's revenue for the three months ended December 31, 2025 and less than 0.5% for the three months ended December 28, 2024. The Company's revenues are therefore subject to significant concentration risk.

Subscriber Related Expenses

Subscriber related expenses consist primarily of affiliate distribution rights and other distribution costs related to content streaming. The cost of affiliate distribution rights is generally incurred on a per subscriber basis and is recognized when the related programming is distributed to subscribers. Subscriber related expenses also include credit card and payment processing fees for subscription revenue, customer service, certain employee compensation and benefits, cloud computing, streaming, and facility costs. The Company receives advertising spots from television networks for sale to advertisers as part of the affiliate distribution agreements.

Broadcasting and Transmission

Broadcasting and transmission expenses are charged to operations as incurred and consist primarily of the cost to acquire a signal, transcode, store, and retransmit it to the subscriber.

Sales and Marketing

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 the 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.

Technology and Development

Technology and development expenses are charged to operations as incurred. Technology and development expenses consist primarily of payroll and related costs, benefits, rent and utilities, stock-based compensation, technical services, software expenses, and hosting expenses.

General and Administrative

General and administrative expenses consist primarily of payroll and related costs, benefits, rent and utilities, stock-based compensation, corporate insurance, office expenses, professional fees, as well as travel, meals, and entertainment costs.

The Company accounts for the fair value of restricted stock units using the closing market price of its common stock on the date of the grant. These restricted stock units generally vest annually overone-year (in the case of annual grants to directors) tofour-year (in the case of grants to employees) periods, subject to the recipient’s continuation in service through each applicable vesting date.

The Company accounts for share-based payment awards exchanged for services at the estimated grant date fair value of the award. Stock options issued under the Company’s long-term incentive plans are granted with an exercise price equal to no less than the market price of the Company’s stock at the date of grant and expire up toten years from the date of grant. These options generally vest annually over four-year periods, subject to the recipient’s continuation in service through each applicable vesting date.

The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment.

Expected Term - The expected term of options represents the period that the Company’s stock-based awards are expected to be outstanding based on the simplified method, which is the half-life from vesting to the end of its contractual term. The simplified method was used because the Company does not have sufficient historical exercise data to provide a reasonable basis for an estimate of expected term.

Expected Volatility – The Company historically has lacked sufficient company specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based primarily on the historical volatility of a publicly traded set of peer companies with consideration of the volatility of its own traded stock price.

Risk-Free Interest Rate - The Company bases the risk-free interest rate on the implied yield available on U. S. Treasury zero-coupon issues with an equivalent remaining term.

Expected Dividend - The Company has never declared or paid any cash dividends on its common shares and does not plan to pay cash dividends in the foreseeable future, and, therefore, uses an expected dividend yield of zero in its valuation models.

The Company accounts for forfeited awards as they occur.

Income Taxes

The Company accounts for income taxes under the asset and liability method, in which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is required to the extent any deferred tax assets may not be realizable.

ASC Topic 740, Income Taxes, (“ASC 740”), also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s consolidated financial statements. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in material changes to its financial position.

In connection with the Business Combination Agreement, the Company, Newco and Hulu entered into a Tax Receivables Agreement (the “TRA”) which, among other things, obligates the Company to pay Hulu (a) a percentage of the benefit realized from the use of certain historic net operating loss carryforwards (“NOLs”) in an amount equal to the lesser of (i) 70% and (ii) Hulu’s ownership percentage of Newco as of the date the NOL is utilized, and (b) 70% of (i) the total tax benefit that the Company realizes as a result of increases in tax basis in Newco’s assets resulting from future redemptions or exchanges of Newco Units for Class A Common Stock (or cash), and (ii) certain other tax benefits attributable to payments made under the TRA. The Company does not expect to use any historical NOLs during the fiscal year ended September 30, 2026. Thus, no TRA liability has been recorded on the condensed consolidated balance sheet as of December 31, 2025.

Foreign Currency

The Company’s reporting currency is the U.S. dollar while the functional currencies of non-U.S. subsidiaries are determined based on the primary economic environment in which the subsidiary operates. The financial statements of non-U.S. subsidiaries are translated into United States dollars in accordance with ASC 830, Foreign Currency Matters, using period-end rates of exchange for assets and liabilities, and average rates of exchange for the period for revenues, costs, and expenses and historical rates for equity. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining other comprehensive income (loss).

Net Loss Per Share

Net 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.

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

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

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 new guidance is applicable for annual periods beginning with the Company's fiscal year ended September 30, 2026.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expensesand 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.

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810). This update improves the requirements for identifying the accounting acquirer in Topic 805, particularly in improving the comparability between transactions involving VIEs and those not involving VIEs. The amendments require that an entity consider the same factors that are currently required for determining which entity is the accounting acquirer in other transactions. It is effective for fiscal periods beginning after December 15, 2026 and interim reporting periods within those annual reporting periods. The Company is currently in the process of evaluating the effects of the new guidance.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326). This update introduces a practical expedient for all entities and an accounting policy election other than public business entities related to applying Subtopic 326-20 to current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. It is effective for fiscal years beginning after December 15, 2025 and interim periods within those annual reporting periods. Early adoption is permitted. The Company is currently in the process of evaluating the effects of the new guidance.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal Use Software (Subtopic 350-40). This update is intended to modernize the accounting software costs that are accounted for under Subtopic 350-40. It is effective for fiscal years beginning after December 15, 2027 and interim periods within those annual reporting periods. Early adoption is permitted. The Company is currently in the process of evaluating the effects of the new guidance.

Note 3 -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 $458.6 million, a working capital deficit of $180.9 million and an accumulated deficit of $6.0 million as of December 31, 2025. During the three months ended December 31, 2025, the Company generated a net loss of $6.0 million.

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. On January 5, 2026, the Company issued a promissory note (the “Disney Note”) to Disney Enterprises, Inc., an affiliate of The Walt Disney Company, pursuant to which the Company borrowed an aggregate principal amount of $145.0 million under a senior unsecured term facility. On January 14, 2026, using the proceeds of the Disney Note, the Company repurchased approximately $140.2 million aggregate principal amount of its outstanding 3.25% Convertible Senior Notes due February 15, 2026 ("2026 Convertible Notes") at a repurchase price of 100% of their principal amount, plus accrued and unpaid interest to, but not including, the repurchase date. See Note 10 for more information relating to the Disney Note and repurchase of the 2026 Convertible Notes. The Company's future capital requirements and the adequacy of available funds will depend on many factors, including its 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 4 –Business Combination

The consummation of the Business Combination described in Note 1 has been accounted for as a reverse acquisition using the acquisition method of accounting in accordance with the guidance of ASC 805, Business Combinations(“ASC 805”). ASC 805 requires that one of the combining entities be designated as the acquirer for accounting purposes. The Hulu Live Business has been determined to be the accounting acquirer. In identifying the Hulu Live Business as the accounting acquirer, management took into account the structure of the Business Combination, including the relative voting rights and the corporate governance structure of the combined company as of the Closing Date, the composition of Fubo’s board of directors and designation of certain senior management positions. The purchase price has been preliminarily allocated to the fair value of the historical Fubo business's identifiable assets and liabilities as of the Closing Date, with the excess purchase price recorded as goodwill.

Consideration Transferred

The fair value of the consideration transferred in the reverse acquisition on the Closing Date was $1,347.6 million, which consists of 342,724,309 shares of the Company’s Class A common stock valued at $1,264.7 million and equity awards attributed to pre-combination services valued at $82.9 million.

Preliminary Allocation of Purchase Price

The purchase price is allocated to the legacy Fubo assets acquired and liabilities assumed based on their estimated fair values on the Closing Date, with any excess purchase price recorded as goodwill.

The purchase price allocation shown in the table below reflects preliminary fair value estimates based on management analysis, including preliminary work performed by third-party valuation specialists (in thousands):

The fair values of the intangible assets acquired were determined using the income and cost approaches. The fair value measurements were primarily based on significant inputs that are not observable in the market and thus represent Level 3 measurements as defined in ASC 820. The relief from royalty method was used to value the software and technology and trade names. The relief from royalty method is an application of the income method and estimates fair value for an asset based on the expected cost to license a similar asset from a third-party. Projected cash flows are discounted at a required rate of return that reflects the relative risk of achieving the cash flow and the time value of money. The cost approach, which estimates value by determining the current cost of replacing an asset with another of equivalent economic utility, was used for customer relationships. The cost to replace a given asset reflects the estimated reproduction or replacement cost for these customer related assets.

The estimated fair value of assets acquired and liabilities assumed are preliminary and subject to change as purchase price allocations are finalized, which is expected within one year of the Closing Date.

Supplemental Pro Forma Financial Information

The following table presents the unaudited pro forma results of operations for the three months ended December 31, 2025 and December 28, 2024, as if the Business Combination had occurred as of October 1, 2024:

The pro forma information is based on the historical combined carve-out financial statements of the Hulu Live Business and historical consolidated financial statements of Fubo, with adjustments directly attributable to the Business Combination, including the impact of the various commercial arrangements entered into in connection therewith, such as the wholesale fee arrangement, marketing support charge, brand license fee and advertising agency fee, as well as the incremental intangible asset amortization to be incurred based on the fair values and useful lives of each identifiable intangible asset of the Fubo business.

Note 5 -Revenue from Contracts with Customers

Disaggregated Revenue

Related party revenue is all generated in the United States. The following tables summarize subscription revenue and advertising revenue by region:

Subscription and Advertising

Contract Balances

For the three months ended December 31, 2025 and December 28, 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 December 31, 2025 and September 27, 2025.

The Company’s contract liabilities primarily relate to upfront payments and consideration received from customers for subscription services. As of December 31, 2025, the Company’s contract liabilities totaled approximately $94.1 million 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 three months ended December 31, 2025. There were no contract liabilities outstanding at September 27, 2025.

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 $0.3 million for the three months ended December 31, 2025. There was no depreciation expense recorded during the three months ended December 28, 2024.

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 toeight years.

The Company recorded amortization expense related to the above intangible assets of approximately $24.0 million for the three months ended December 31, 2025.

There wereno intangible assets outstanding at September 27, 2025.

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

The following table is a summary of the changes to goodwill for the three months ended December 31, 2025 (in thousands):

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

Accounts payable, accrued expenses, related party current liabilities 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 months ended December 31, 2025, the Company recorded an income tax provision of $0.4 million which included a discrete tax benefit of $6.0 thousand related to share-based compensation. The effective tax rate was 1.96% on pre-tax loss of $18.7 million. The effective tax rate differs from the U.S. Statutory rate of 21% as no tax benefit was provided on current year operating losses primarily due to valuation allowances recorded against the Company’s net deferred tax assets.

During the three months ended December 28, 2024, the effective tax rate was 0.00% on pre-tax loss of $38.6 million. The effective tax rate differs from the U.S. Statutory rate of 21% because the Hulu Live Business was part of Hulu, which was a non-taxable partnership through June 27, 2025. Therefore, no income tax was allocated to the Hulu Live Business when prepared on a carve out basis for the three months ended December 28, 2024.

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. 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.

Note 10 –Convertible Notes and Long-Term Borrowing

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

2026 Convertible Notes

On February 2, 2021, the Company issued $402.5 million of 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. As described below, the Company repurchased approximately $140.2 million aggregate principal amount of 2026 Convertible Notes in January 2026.

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.

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.

As previously disclosed, the closing of the Business Combination constituted a fundamental change under the indenture governing the 2026 Convertible Notes, triggering the Company’s delivery of a notice to holders of 2026 Notes regarding their fundamental change repurchase right (the “2026 Notes Tender Offer”). The 2026 Notes Tender Offer expired on January 13, 2026 at 5:00 p.m. New York City time (the “2026 Notes Expiration Time”). As of the 2026 Notes Expiration Time, $140.2 million aggregate principal amount of the outstanding 2026 Convertible Notes were surrendered for repurchase pursuant to the 2026 Notes Tender Offer. The Company will repay the remaining $4.5 million aggregate principal amount of 2026 Convertible Notes outstanding at maturity on February 15, 2026.

During the three months ended December 31, 2025, there was no amortization of debt premium, net recorded in connection with the 2026 Convertible Notes in the condensed consolidated statements of operations and comprehensive loss.

The fair value (Level 2) of the 2026 Convertible Notes was $144.6 million as of December 31, 2025.

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.

As previously disclosed, the closing of the Business Combination constituted a fundamental change under the indenture governing our 2029 Convertible Notes, triggering our delivery of a notice to holders of 2029 Convertible Notes regarding their fundamental change repurchase right (the “2029 Notes Tender Offer”). The Tender Offer expired on January 6, 2026 at 5:00 p.m. New York City time (the “2029 Notes Expiration Time”). As of the 2029 Notes Expiration Time, none of the outstanding 2029 Convertible Notes were surrendered for repurchase pursuant to the 2029 Notes Tender Offer. As of December 31, 2025, the aggregate principal amount of 2029 Convertible Notes outstanding is approximately $177.5 million, which will mature on February 15, 2029, unless earlier repurchased or converted.

During the three months ended December 31, 2025, there was no interest expense paid in connection with the 2029 Convertible Notes. The Company recorded amortization income of $3.1 million, included in amortization of debt premium, net in the condensed consolidated statements of operations and comprehensive loss.

The fair value (Level 2) of the 2029 Convertible Notes was $194.9 million as of December 31, 2025.

Senior Unsecured Term Loan

On January 5, 2026, the Company issued the Disney Note to Disney Enterprises, Inc. (the “Lender”), an affiliate of Disney, pursuant to which the Company borrowed an aggregate principal amount of $145.0 million. The Disney Note was issued pursuant to a commitment letter, dated January 6, 2025, executed concurrently with the Business Combination Agreement, pursuant to which the Lender 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 facility.

The Disney Note bears interest at a rate equal to 4.2% per annum. The Disney Note is unsecured and matures on January 5, 2031 unless earlier repaid, subject to springing maturity in the event the Company incurs certain unsecured indebtedness with a scheduled maturity prior to January 5, 2031. The Company may prepay any portion of the outstanding principal at any time without penalty.

The Disney Note includes customary covenants and sets forth certain events of default after which the outstanding principal may be declared immediately due and payable, including certain types of bankruptcy or insolvency events of default involving the Company and certain of its subsidiaries.

Note 11 –Fair Value Measurements

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

There wereno liabilities measured at fair value as of December 31, 2025 and September 27, 2025. See Note 2 - Fair Value Estimates.

Note 12 –Equity-Based Compensation

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

Equity Incentive Plans

On April 1, 2020, Fubo's board of directors approved the establishment of the 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. As of December 31, 2025, there are 16,127,543 shares available for future issuance under the 2020 Plan.

On August 3, 2022, August 7, 2023, August 5, 2024 and August 8, 2025, Fubo's board of directors adopted the 2022 Employment Inducement Equity Incentive Plan ("2022 Plan"), the 2023 Employment Inducement Equity Incentive Plan ("2023 Plan"), the 2024 Employment Inducement Equity Incentive Plan ("2024 Plan") and the 2025 Employment Inducement Equity Incentive Plan (the “2025 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 December 31, 2025, there are no shares available for future issuance under the 2022 Plan, 2023 Plan and 2024 Plan, and there are 2,925,680 shares available for future issuance under the 2025 Plan.

Time-Based Stock Options

A summary of time-based stock option activity for the three months ended December 31, 2025 is as follows (in thousands, except share and per share amounts):

There wereno options granted during the three months ended December 31, 2025 and December 28, 2024.

As of December 31, 2025, the estimated value of unrecognized stock-based compensation expense related to unvested options was approximately $0.2 million to be recognized over a weighted average period of 1.2 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 three months ended December 31, 2025 is as follows (in thousands, except share and per share amounts):

There wereno market and service-based options granted during the three months ended December 31, 2025 and December 28, 2024.

As of December 31, 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, 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"), which became eligible to vest on February 20, 2026 (the "Vesting Date") subject to the achievement of certain amended performance goals. In connection with the Business Combination, the Amended Options were earned at the target performance level and will vest on the Vesting Date, subject to continued service. Compensation cost related to the Amended Options is recognized over the requisite service period for the amended award beginning on the amendment date and ending on the Vesting Date based on the probability of achievement of the Performance Criteria. 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 three months ended December 31, 2025 is as follows:

During the three months ended December 31, 2025, the Company granted 4,403,744 time-based restricted stock units. The fair value of restricted stock units is measured based on their fair value at grant date which totaled approximately $16.2 million.

As of December 31, 2025, the unrecognized stock-based compensation expense related to time-based restricted stock units totaled $72.1 million to be recognized over a weighted average period of 2.8 years and had an aggregate intrinsic value of approximately $74.7 million.

Performance-Based Restricted Stock Units ("PRSUs")

A summary of the Company’s performance-based restricted stock unit activity during the three months ended December 31, 2025 is as follows:

During the three months ended December 31, 2025, the Company granted an aggregate of 1,556,447 PRSUs with a grant date fair value of $5.7 million to certain executives. Compensation cost related to the target PRSUs will be recognized over the requisite service period.

During the three months ended December 31, 2025, the Company recognized aggregate stock-based compensation expense of $1.2 million, related to these PRSUs. As of December 31, 2025, aggregate unrecognized stock-based compensation related to these PRSUs totaled $2.3 million.

There was no stock-based compensation expense related to the PRSUs recognized during the three months ended December 28, 2024.

Market and Service Condition Based Restricted Stock Units

A summary of the Company’s market and service-based restricted stock unit activity during the three months ended December 31, 2025 is as follows:

During the three months ended December 31, 2025, there were no market and service condition based restricted stock units granted. Compensation cost related to the market and service condition based restricted stock units will be recognized over the requisite service period.

During the three months ended December 31, 2025, the Company recognized $0.2 million of the stock-based compensation expense related to market and service-based restricted stock units. As of December 31, 2025, aggregate unrecognized stock-based compensation related to these restricted stock units totaled $3.0 million.

Note 13 –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 December 31, 2025, future minimum payments for the operating leases are as follows (in thousands):

Other Contractual Obligations

The Company is a party to several non-cancelable contracts with vendors and licensors for marketing and other strategic partnership related agreements and various sports right agreements to obtain programming rights to certain live sporting events. where the Company is obligated to make future payments under these contracts as follows (in thousands):

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. (n/k/a FuboTV Media LLC) (“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 review (“IPR”) 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, both of which were denied in October 2025 and August 2025, respectively. The lead Petitioner in these IPRs, FuboTV Media, and DISH filed notices of appeal and those appeals are pending. In November 2025, the PTAB issued its final written decisions on the IPRs for the remaining three patents, holding all claims of all three patents unpatentable. In December 2025, DISH filed petitions for Director Review of these three decisions, which FuboTV Media opposed. These petitions are pending.

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 and related appeals.

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.

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 entered final approval of the settlement agreement on October 8, 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.

DISH Network L.L.C. vs. FuboTV Inc. and FuboTV Media

On January 2, 2026, in connection with existing breach of contract litigation brought in the Southern District of New York by Disney against DISH Network L.L.C. (“DISH LLC”), DISH LLC asserted antitrust counterclaims naming FuboTV Inc. and FuboTV Media, along with Disney and other Disney-affiliated companies, as counterclaim defendants. The counterclaims against the Fubo entities assert violations of Section 1 of the Sherman Act and Section 7 of the Clayton Act based on Disney’s acquisition of a controlling share of Fubo. The counterclaims against Fubo seek, inter alia, injunctive relief in the form of the unwinding of Disney’s acquisition of a controlling share of Fubo, as well as monetary damages. Fubo’s response to these counterclaims is due on February 20, 2026.

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.