What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-03-03 compared with 2024-03-05 · 301 added, 447 removed, 1083 unchanged (41% of the section changed)

12 unchanged sentences

Audit Report of Independent Registered Public Accounting Firm

Table o f Contents

Report of Independent Registered Public Accounting Firm

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March 3, 2025

Table o f Contents

Changes in Internal Control over Financial Reporting

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Other Information.

(b) During the three months ended December 31, 2023, no director or “officer” (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

(b) During the three months ended December 31, 2024, no director or “officer” (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not Applicable.

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Directors, Executive Officers and Corporate Governance.

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The information required by this item will be included in our definitive proxy statement for our 2025 Annual Meeting of Shareholders, and such information is incorporated herein by reference.

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Exhibit and Financial Statement Schedules

Exhibits and Financial Statement Schedules

(a)(1) Financial Statements.

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All financial statement schedules are omitted because the information called for is not required or is shown either in the consolidated financial statements or in the notes thereto.

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(a)(3) Exhibits.

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Exhibit Filing Date

2.1 Agreement and Plan of Merger and Reorganization dated as of March 19, 2020 by and among FaceBank Group, Inc., fuboTV Acquisition Corp.

and fuboTV, Inc.

8-K 000-55353 2.1 3/23/2020

Business Combination Agreement dated as of January 6, 2025, by and among fuboTV Inc., The Walt Disney Company and Hulu, LLC

2.1 1/10/2025

3.1(a) Articles of Incorporation dated February 20, 2009

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10-Q 000-55353 3.1(p) 7/6/2020

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3.1(q) Articles of Amendment to Articles of Incorporation dated February 12, 2018

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Articles of Amendment to Articles of Incorporation dated June 15, 2023

Articles of Amendment to Articles of Incorporation dated June 1 8 , 202 4

3.2 Amended and Restated Bylaws of the Company, dated March 1, 2022

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10-K 001-39590 4.1 3/25/2021

4.2 Form of Common Stock Purchase Warrant in connection with the private placement between May 11, 2020 and June 8, 2020

10-Q 000-55353 4.5 7/6/2020

4.2 Indenture, dated as of February 2, 2021, by and between fuboTV Inc.

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10-Q 000-55353 10.3 7/6/2020

Table o f Contents

10.3† fuboTV Inc.

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10.4 8/7/2023

2024 Employment Inducement Equity Incentive Plan

10-Q 001-39590 10.1 8/6/2024

Form of Restricted Stock Unit Award Agreement to the fuboTV Inc.

2024 Employment Inducement Equity Incentive Plan (standard)

10-Q 001-39590 10.2 8/6/2024

Form of Restricted Stock Unit Award Agreement to the fuboTV Inc.

2024 Employment Inducement Equity Incentive Plan (key employee )

10-Q 001-39590 10.3 8/6/2024

Form of Stock Option Award Agreement to the fuboTV Inc.

2024 Employment Inducement Equity Incentive Plan

10-Q 001-39590 10.4 8/6/2024

Form of Indemnification Agreement by and between fuboTV Inc.

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8-K 001-39590 10.1 3/3/2021

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10.23 fuboTV Inc.

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10-K 001-39590 10.15 3/1/2022

E xecutive Severance Plan

001-39590 10.5 11/3/2023

10.23 Form of Purchase Agreement, by and between the Company and the Purchaser

10-Q 000-55353 10.31 7/6/2020

Executive Severance Plan

Sales Agreement, dated August 4, 2022, by and between fuboTV Inc., Evercore Group L.L.C., Citigroup Global Markets Inc., Morgan Stanley & Co.

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8-K 001-39590 10.1 1/2/2024

19.1 I nsider Trading Policy

21.1 List of Significant Subsidiaries of fuboTV Inc.

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Policy for Recovery of Erroneously Awarded Compensation

001-39590 97.1 3/4/2024

101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document *

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104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) *

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† Indicates management contract or compensatory plan.

Certain schedules and other attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The Company undertakes to furnish supplemental copies of any of the omitted schedules or other attachments upon request by the SEC.

Form 10-K Summary

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David Gandler and John Janedis, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstituting, for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorney-in-fact and agent or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

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Ignacio Figueras

/s/ Neil Glat

Director March 3, 2025

/s/ Julie Haddon Director March 3, 2025

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Laura Onopchenko

/s/ Pär-Jörgen Pärson

Director March 4, 2024

Pär-Jörgen Pärson

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Index to Consolidated Financial Statements

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Notes to the Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm (to be provided by KPMG)

To the Shareholders and Board of Directors

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Total current liabilities 515,322 517,345

Convertible notes, net of discount 391,748 394,094

Deferred tax liabilities — 765

Convertible notes, net

332,383 391,748

Lease liabilities 32,951 38,087

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COMMITMENTS AND CONTINGENCIES (Note 15)

Redeemable non-controlling interest — 1,648

Shareholders’ equity:

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Non-controlling interest ( 15,588 ) ( 11,751 )

Accumulated other comprehensive income 4,218 ( 595 )

Accumulated other comprehensive (loss) income

( 4,870 ) 4,218

Total shareholders’ equity 180,782 283,825

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY AND TEMPORARY EQUITY $ 1,232,640 $ 1,277,774

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 1,077,428 $ 1,232,640

The accompanying notes are an integral part of these consolidated financial statements.

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Depreciation and amortization 38,548 36,496 36,731

Impairment of other assets

Total operating expenses 1,818,817 1,657,575 1,420,553

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Interest income 7,157 10,971 2,498

Amortization of debt discount ( 2,574 ) ( 2,476 ) ( 14,928 )

Gain (loss) on extinguishment of debt 1,607 — ( 380 )

Amortization of debt premium (discount), net

1,224 ( 2,574 ) ( 2,476 )

Gain on extinguishment of debt

29,513 1,607 —

Change in fair value of warrant liabilities — — ( 1,701 )

Other income (expense) 1,860 ( 923 ) 1,019

Total other expense ( 4,631 ) ( 14,854 ) ( 26,190 )

Total other income (expense) 18,902 ( 4,631 ) ( 14,854 )

Loss from continuing operations before income taxes ( 177,119 ) ( 293,981 ) ( 426,711 )

Income tax benefit 879 1,666 2,681

Income tax (provision) benefit

( 659 ) 879 1,666

Net loss from continuing operations ( 177,778 ) ( 293,102 ) ( 425,045 )

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Net income (loss) from discontinued operations before income taxes 1,687 5,185 ( 136,874 )

Income tax — — —

Income tax (provision) benefit

Net income (loss) from discontinued operations 1,687 5,185 ( 136,874 )

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(in thousands except for share information)

Preferred stock Common Stock Additional

Capital Treasury Stock Accumulated

Common Stock Additional

Capital Accumulated

Deficit Accumulated

Comprehensive

Loss Non-controlling

Income (Loss)

Non-controlling

Interest - Total

Shareholders’

Shares Amount Shares Amount Shares Amount

Balance at December 31, 2020 (As restated) 23,219,613 $ 406,665 92,490,768 $ 9 $ 853,824 ( 800,000 ) $ — $ ( 626,456 ) — $ ( 11,094 ) $ 622,948

Conversion of Series AA Preferred Stock ( 23,219,613 ) ( 406,665 ) 46,439,226 5 406,660 — — — — — —

Issuance of common stock in connection with Molotov acquisition — — 5,690,669 1 98,790 — — — — — 98,791

Issuance of common stock in connection with Edisn acquisition — — 287,768 — 8,262 — — — — — 8,262

Shares Amount

Balance at December 31, 2021 153,950,895 $ 16 $ 1,691,206 $ ( 1,009,293 ) $ 172 $ ( 11,220 ) $ 670,881

Issuance of common stock/At-the-market offering, net of offering costs 50,620,577 5 292,150 — — — 292,155

Exercise of warrants — — 1,598,234 — 19,991 — — — — — 19,991

Issuance of treasury stock in connection with acquisitions — — — — 8,538 800,000 — — — — 8,538

Recognition of debt discount on 2026 Convertible Notes — — — — 87,946 — — — — — 87,946

Reclassification of the equity components of the 2026 Convertible Notes to liability upon adoption of ASU 2020-06 — — ( 87,946 ) 12,682 — — ( 75,264 )

Exercise of common stock warrants 540,541 — 10,249 — — — 10,249

Exercise of stock options 616,304 — 829 — — — 829

Delivery of common stock underlying restricted stock units 1,956,231 — — — — — —

Shares repurchased in connection with separation agreement — — ( 166,599 ) — — — — — — — —

Issuance of restricted stock 2,000,000 — — — — — —

Stock-based compensation — — 65,518 — — — 65,518

Molotov non-controlling interest — — — — — — —

Foreign currency translation adjustment — — — — ( 767 ) — ( 767 )

Other — — ( 22,739 ) — ( 8 ) — — — — — ( 8 )

Net loss attributable to non-controlling interest — — — — — ( 442 ) ( 442 )

Net loss attributable to common shareholders — — — ( 561,477 ) — — ( 561,477 )

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Issuance of common stock/At-the-market offering, net of offering costs 81,694,729 8 116,881 — — — 116,889

Reclassification of the equity components of the 2026 Convertible Notes to liability upon adoption of ASU 2020-06 — — — — ( 87,946 ) — — 12,682 — — ( 75,264 )

Exercise of common stock warrants — — 540,541 — 10,249 — — — — — 10,249

Exercise of stock options 339,842 — 373 — — — 373

Delivery of common stock underlying restricted stock units 3,729,918 — — — — — —

Cancellation of escrow shares in connection with Edisn acquisition ( 12,595 ) — ( 344 ) — — — ( 344 )

Issuance of restricted stock 3,778,718 1 4,198 — — — 4,199

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Balance at December 31, 2023 299,215,160 $ 30 $ 2,136,870 $ ( 1,845,542 ) $ 4,218 $ ( 11,751 ) $ 283,825

The accompanying notes are an integral part of these consolidated financial statements.

Consolidated Statements of Shareholders’ Equity (Continued)

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(in thousands except for share information)

Preferred stock Common Stock Additional

Capital Treasury Stock Accumulated

Common Stock Additional

Capital Accumulated

Deficit Accumulated

Comprehensive

Loss Non-controlling

Income (Loss)

Non-controlling

Interest - Total

Shareholders’

Shares Amount Shares Amount Shares Amount

Shares Amount

Balance at December 31, 2023 299,215,160 $ 30 $ 2,136,870 $ ( 1,845,542 ) $ 4,218 $ ( 11,751 ) $ 283,825

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Delivery of common stock underlying restricted stock units 6,706,801 1 ( 1 ) — — — —

Cancellation of escrow shares in connection with Edisn acquisition — — ( 12,595 ) — ( 344 ) — — — — — ( 344 )

Issuance of restricted stock — — 3,778,718 1 4,198 — — — — — 4,199

Shares settled for taxes

— — ( 540 ) — — — ( 540 )

Stock-based compensation — — 39,363 — — — 39,363

Molotov non-controlling interest — — — — ( 864 ) — — — ( 9 ) 374 ( 499 )

Foreign currency translation adjustment — — — — ( 9,088 ) — ( 9,088 )

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Net loss $ ( 176,091 ) $ ( 287,917 ) $ ( 561,919 )

Income (Loss) from discontinued operations, net of tax 5,185 ( 136,874 ) ( 31,177 )

Net income (loss) from discontinued operations, net of tax 1,687 5,185 ( 136,874 )

Net loss from continuing operations ( 177,778 ) ( 293,102 ) ( 425,045 )

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Stock-based compensation 42,510 51,215 52,454

(Gain)loss on extinguishment of debt ( 1,607 ) — 380

Amortization of debt discount 2,574 2,476 14,928

Deferred income tax benefit ( 995 ) ( 1,666 ) ( 2,681 )

Impairment of other assets

Gain on extinguishment of debt ( 29,513 ) ( 1,607 ) —

Amortization of debt (premium) discount, net ( 1,224 ) 2,574 2,476

Deferred income tax provision (benefit) 218 ( 995 ) ( 1,666 )

Change in fair value of warrant liabilities — — 1,701

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Cash flows from investing activities

Cash paid for acquisitions, net of cash acquired — — ( 22,894 )

Purchases of short-term investments — — ( 100,000 )

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Redemption of non-controlling interest — ( 2,147 ) —

Proceeds from convertible note, net of issuance costs — — 389,446

Repurchase of convertible notes ( 26,557 ) ( 3,313 ) —

Vested restricted stock units settled for cash ( 181 ) ( 125 ) —

Payments for financing costs ( 4,682 ) — —

Proceeds from exercise of stock options 3 373 829

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Net cash provided by financing activities 11,465 111,233 296,270

Net increase (decrease) in cash, cash equivalents and restricted cash ( 91,806 ) ( 32,854 ) 239,859

Net decrease in cash, cash equivalents and restricted cash ( 83,848 ) ( 91,806 ) ( 32,854 )

Cash, cash equivalents and restricted cash at beginning of period 251,420 343,226 376,080

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Non cash financing and investing activities:

Conversion of Series AA preferred stock to common stock $ — $ — $ 406,665

Issuance of common stock in connection with acquisitions $ — $ — $ 107,053

Reclassification of the equity components of the 2026 Convertible Notes to liability upon adoption of ASU 2020-06 $ — $ — $ 75,264

Strategic investment - marketing commitment $ — $ 4,000 $ —

Issuance of treasury stock in connection with acquisitions $ — $ — $ 8,538

Cashless exercise of warrants $ — $ — $ 5,249

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The Fubo platform provides a broad suite of unique features and personalization tools such as multi-channel viewing capabilities, favorites lists and a dynamic recommendation engine, as well as 4K streaming and Cloud DVR offerings.

During the year ended December 31, 2022, the Company ceased operation of its business-to-consumer online sports wagering business ("Fubo Sportsbook") in connection with the dissolution of Fubo Gaming Inc.

("Fubo Gaming") (see Note 4).

Note 2 - Liquidity, Going Concern and Management Plans

The accompanying 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 $ 251.4 million (excluding discontinued operations), working capital deficit of $ 111.4 million (excluding discontinued operations) and an accumulated deficit of $ 1,845.5 million as of December 31, 2023.

The Company had cash and cash equivalents and restricted cash of $ 167.6 million, working capital deficit of $ 241.3 million and an accumulated deficit of $ 2,017.8 million as of December 31, 2024.

The Company incurred a net loss from continuing operations of $ 177.8 million for the year ended December 31, 2024.

Since inception, the Company’s operations have been financed primarily through the sale of equity and debt securities.

The Company has incurred losses from operations and negative cash flows from operating activities since inception and expects to incur substantial losses.

As discussed further in Note 14, during the year ended December 31, 2023, the Company received net proceeds of approximately $ 116.9 million (after deducting $ 2.8 million in commissions and expenses) from sales of 81,694,729 shares of its common stock, at a weighted average gross sales price of $ 1.46 per share, pursuant to at-the-market sales agreement with its sales agents.

The Company has incurred losses from operations and negative cash flows from operating activities since inception and expects to incur substantial losses.As discussed further in Note 13, during the year ended December 31, 2024, the Company received net proceeds of approximately $ 43.3 million (after deducting $ 1.0 million in commissions and expenses) from sales of 33,218,851 shares of its common stock, at a weighted average gross sales price of $ 1.33 per share, pursuant to at-the-market sales agreement with its sales agents.

As discussed further in Note 10, during the year ended December 31, 2024, the Company completed the repurchase of $ 46.9 million principal amount of the 2026 Convertible Notes for $ 27.1 million, including accrued interest.

As discussed in Note 16, the Company settled its antitrust litigation against Disney, Fox, and WBD and their affiliates (collectively, the “Defendants”).

In conjunction therewith, the Defendants made an aggregate cash payment to the Company of $ 220.0 million in January 2025.

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.

Our future capital requirements and the adequacy of our available funds will depend on many factors, including our ability to successfully attract and retain subscribers and compete in 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.

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Principles of Consolidation and Basis of Presentation

The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP” or “U.S.

The Company’s consolidated financial statements include the accounts of the Company and the accounts of the Company’s wholly-owned subsidiaries, its non-wholly owned subsidiaries where the Company has a controlling interest and variable interest entities ("VIE") formed in connection with the Company's collaboration with Maximum Effort on the launch and distribution of the Maximum Effort Channel, and production and development of original programming (the "MEC Entities").

The Company’s consolidated financial statements include the accounts of the Company and the accounts of the Company’s wholly-owned subsidiaries, its non-wholly owned subsidiaries where the Company has a controlling interest and variable interest entities ("VIE") formed in connection with the Company's collaboration with Maximum Effort, defined below, on the launch and distribution of the Maximum Effort Channel, and production and development of original programming (the "MEC Entities").

Generally accepted accounting principles require that if an entity is the primary beneficiary of a VIE, the entity should consolidate the assets, liabilities and results of operations of the VIE in its consolidated financial statements.

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All intercompany balances and transactions have been eliminated in consolidation.

Unless otherwise indicated, amounts provided in these Notes pertain to continuing operations only (see Note 4 for information on discontinued operations).

At December 31, 2023, $ 13.5 million of the VIE's assets and $ 3.0 million of its liabilities are reflected in the Company's consolidated balance sheet.

At December 31, 2024 and 2023, total assets of the consolidated VIE were $ 5.1 million and $ 13.5 million, respectively, and total liabilities of the consolidated VIE were $ 43.4 thousand and $ 3.0 million, respectively and are reflected in the Company's consolidated balance sheets.

Use of Estimates

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The Company’s Chief Executive Officer is determined to be the CODM.

As discussed in Note 1, the Company ceased operations of Fubo Sportsbook in connection with the dissolution of Fubo Gaming in October 2022.

Consequently, the wagering reportable segment has been eliminated.

Subsequent to the dissolution of Fubo Gaming, the CODM reviews financial information and makes resource allocation decisions at the consolidated group level.

The CODM reviews financial information and makes resource allocation decisions at the consolidated group level.

The Company has one operating segment as of December 31, 2024, the streaming business.

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The Company records accounts receivable at the invoiced amount less an allowance for any potentially uncollectible accounts.

The Company’s accounts receivable balance consists of amounts due from the sale of advertisements and subscription revenue.

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.

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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, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made.

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 .

In August 2022, the Company initiated a strategic review of Fubo Sportsbook, and in October 2022 ceased operations of Fubo Sportsbook in connection with the dissolution of Fubo Gaming.

For the year ended December 31, 2022, the Company determined the carrying value of the asset groups, within Fubo Sportsbook, exceeded future undiscounted cash flows.

The Company then calculated the fair value of the asset groups as the present value of the estimated future cash flows and determined that the carrying value exceeded the fair value in certain instances.

Based on this analysis, the Company recognized an aggregate non-cash impairment charge of $ 76.7 million which represented substantially all of the long-lived assets of Fubo Sportsbook (see Note 4) which is recorded in loss from discontinued operations in the consolidated statement of operations and comprehensive loss.

For the year ended December 31, 2022, the Company recognized an aggregate non-cash impairment charge of $ 76.7 million which represented substantially all of the long-lived assets of Fubo Sportsbook which is recorded in loss from discontinued operations in the consolidated statement of operations and comprehensive loss.

Exit and Disposal Costs

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During the year ended December 31, 2022, the Company recognized liabilities in connection with the dissolution of Fubo Gaming (See Note 4), including termination of certain contracts and severance and other employee related costs.

Such amounts were updated during the year ended December 31, 2023 to reflect settlements with certain vendors and a remeasurement of certain liabilities that were recorded in the prior year.

The Company tests goodwill for impairment at the reporting unit level on an annual basis on October 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.

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Non-controlling interest as of December 31, 2024 and 2023 represents Pulse Evolution Corp.

shareholders who retained an aggregate 23.4 % interest in that entity following the Company's acquisition of Evolution AI Corporation, and Maximum Effort Productions, LLC and MEP FTV Holdings, LLC 50.0 % interest in the MEC Entities.

shareholders who retained an aggregate 23.4 % interest in that entity following the Company's acquisition of Evolution AI Corporation in October 2020, and Maximum Effort Productions, LLC and MEP FTV Holdings, LLC 50.0 % interest in the MEC Entities.

Non-controlling interest is adjusted for the non-controlling interest holders’ proportionate share of the earnings or losses even if loss allocations result in a deficit non-controlling interest balance.

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In calculating the right-of-use asset and lease liability, the Company elects to combine lease and non-lease components.

The Company excludes short-term leases having initial terms of 12 months or less, if any, from the new guidance as an accounting policy election, and recognizes rent expense on a straight-line basis over the lease term.

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.

Revenue From Contracts With Customers

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Each executed IO provides the terms and conditions agreed to in respect of each party’s obligations.

The Company recognizes

revenue at a point in time when it satisfies a performance obligation by transferring control of the promised services to the advertiser, which generally is when the advertisement has been displayed.

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

The Company recognizes revenue at a point in time when it satisfies a performance obligation by transferring control of the promised services to the advertiser, which generally is when the advertisement has been displayed.

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

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.

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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.

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Total 97,429,322 48,424,726 37,225,446

Recently Issued Accounting Standards

Recent Accounting Pronouncements

The Company continually assesses any new accounting pronouncements to determine their applicability.

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

Recently Adopted Accounting Standards

In November 2023, the FASB issued ASU No.

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Improvements to Reportable Segment Disclosures .

The ASU requires disclosures to include significant segment expenses that are regularly provided to the chief operating decision maker, among other provisions.

The ASU is effective for fiscal year periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted and the ASU requires retrospective application to all prior periods presented in the financial statements.

The Company is currently evaluating the standard to determine the impact of adoption to its consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvement to Income Tax Disclosures to enhance the transparency and decision usefulness of income tax disclosures.

The ASU primarily enhances and expands both the income tax rate reconciliation disclosure and the income taxes paid disclosure.

The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information.

Early adoption is permitted.

A public entity should apply the amendments in ASU 2023-09 prospectively to all annual periods beginning after December 15, 2024.

ASU 2023-07 requires companies to provide enhanced disclosures about significant segment expenses within its reportable segment disclosures on an annual and interim basis.

The guidance was applied retrospectively to all prior periods presented in financial statements and is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

The Company incorporated the required disclosure updates in these financial statements.

Recently Issued Accounting Standards

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740):

Improvements to Income Tax Disclosures , requires incremental disclosures within the income tax disclosures that increase the transparency and usefulness of income tax disclosures.

The updated disclosures primarily require specific categories and greater disaggregation within the rate reconciliation, disaggregation of income taxes paid, and modifications of other income tax-related disclosures.

The guidance is effective for annual periods beginning after December 15, 2024.

Retrospective application is also permitted.

The Company is currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.

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

Disaggregation of Income Statement Expense s and in January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date .

This standard requires public companies to disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods.

The new standard, as clarified by ASU 2025-01, is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently in the process of evaluating the effects of the new guidance.

In November 2024, the FASB issued ASU 2024-04, Debt-Debt with Conversion and Other Options (Subtopic 470-20):

Induced Conversions of Convertible Debt Instruments.

This standard clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion.

It is effective for fiscal years beginning after December 15, 2025 and is permitted on either a prospective or retrospective basis.

The Company is currently in the process of evaluating the effects of the new guidance.

Note 4 - Discontinued Operations

Dissolution of Fubo Gaming

As discussed in Note 1, on October 17, 2022, the Company dissolved its wholly owned subsidiary Fubo Gaming Inc.

On October 17, 2022, the Company dissolved its wholly owned subsidiary Fubo Gaming Inc.

("Fubo Gaming").

In connection with the dissolution of Fubo Gaming, the Company concurrently ceased operation of Fubo Sportsbook.

Net income (loss) from Fubo Gaming's discontinued operations consists of the following for the years ended December 31, 2023 and 2022 (in thousands):

Net income (loss) from Fubo Gaming's discontinued operations consists of the following (in thousands):

Years Ended December 31,

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Net income (loss) from discontinued operations $ 1,687 $ 5,185 $ ( 136,874 )

During the year ended December 31, 2023, the Company recorded a $ 6.7 million gain on extinguishment and remeasurement of certain liabilities.

During the year ended December 31, 2024 and 2023 the Company recorded $ 2.0 million and $ 6.7 million gain on extinguishment and remeasurement of certain liabilities.

During the year ended December 31, 2022 the Company incurred non-cash impairment charges totaling $ 87.4 million primarily consisting of prepaid market access agreements, intangible assets and goodwill.

Included in the table above, during the years ended December 31, 2022 and 2021, the Company recorded $ 15.9 million and $ 10.6 million, respectively, of stock-based compensation expense.

There was no stock-based compensation expense recorded during the year ended December 31, 2023 pertaining to Fubo Gaming.

Included in the table above, during the year ended December 31, 2022, the Company recorded $ 15.9 million of stock-based compensation expense.

There was no stock-based compensation expense recorded during the years ended December 31, 2024 and 2023 pertaining to Fubo Gaming.

During the year ended December 31, 2022, the Company incurred certain immaterial charges in connection with the dissolution, primarily related to severance and other employee-related costs.

The carrying amounts of the major classes of assets and liabilities classified as discontinued operations as of December 31, 2023 and 2022 are as follows (in thousands):

The carrying amounts of the major classes of assets and liabilities classified as discontinued operations are as follows (in thousands):

Current assets

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Accrued expenses and other current liabilities — 17,413

Lease liabilities — 2,447

Total liabilities - discontinued operations $ — $ 19,608

As of December 31, 2023 and 2022, the Company's accrued expenses and other current liabilities of its discontinued operations included $ 17.4 million and $ 24.7 million, respectively, primarily related to contract termination costs.

Note 5 - Acquisitions

Molotov S.A.S

On December 6, 2021, the Company acquired approximately 98.5 % of the equity interests in Molotov S.A.S (“Molotov”), a television streaming platform located in France, for € 101.7 million or $ 115.0 million (“Molotov Acquisition”).

In the first quarter of 2023, the Company acquired the remaining 1.5 % of the equity interests in Molotov.

The consideration paid in cash totaled € 14.4 million or $ 16.3 million, and the issuance of 5.7 million shares of the Company’s common stock with a fair value of approximately $ 98.8 million.

Molotov is included in the streaming segment and its contribution to revenue and operating loss during the year ended December 31, 2021 was $ 1.4 million and $ 8.1 million, respectively.

The Molotov Acquisition was accounted for using the acquisition method of accounting in accordance with ASC 805, which requires recognition of assets acquired and liabilities assumed at their respective fair values on the date of acquisition.

During the year ended December 31, 2022, the Company finalized its purchase price allocation of the assets acquired and liabilities assumed in the December 6, 2021 acquisition of Molotov based on new information obtained about facts and circumstances that existed as of the acquisition date.

During the year ended December 31, 2022, the Company recorded measurement period adjustments to its acquisition date goodwill to record the non-controlling interest of $ 1.8 million for the remaining 1.5 % of Molotov’s equity interest and adjustments to right of use assets, lease liabilities, accounts payable, and accrued expenses based on additional information obtained about conditions that existed as of the acquisition date.

The following table presents the allocation of the purchase price to the net assets acquired, inclusive of intangible assets, with the excess fair value recorded to goodwill (in thousands):

Assets acquired:

Accounts receivable, net 1,752

Prepaid and other current assets 6,273

Property and equipment, net 738

Other non-current assets 2,643

Intangible assets 18,429

Goodwill 127,971

Right-of-use assets 4,566

Total assets acquired 163,190

Liabilities assumed:

Accounts payable 15,724

Accrued expenses and other current liabilities 21,628

Deferred revenue 812

Long-term borrowings - current portion 3,662

Lease liabilities 4,566

Total liabilities assumed 46,392

Redeemable non-controlling interest 1,752

Net assets acquired $ 115,046

Goodwill, which is not deductible for tax purposes, primarily represents the benefits expected to result from the assembled workforce of Molotov.

The Company allocated the goodwill to its streaming segment.

The Company recognized $ 2.7 million of acquisition-related costs for the Molotov Acquisition that were expensed as incurred during the year ended December 31, 2021.

These costs were included in general and administrative expense in the consolidated statement of operations and comprehensive loss.

The estimated useful lives and fair value of the intangible assets acquired are as follows (in thousands):

(in Years) Fair Value

Customer relationships 2 $ 9,271

Trade name 2 679

Software and technology 6 8,479

Total $ 18,429

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

As of December 31, 2023, the Company's accrued expenses and other current liabilities of its discontinued operations included $ 17.4 million, primarily related to contract termination costs.

Note 5 - Revenue from Contracts with Customers

Disaggregated revenue

The following table presents the Company’s revenues disaggregated into categories based on the nature of such revenues (in thousands):

Years Ended December 31,

2023 2022 2021

Subscription $ 1,249,579 $ 905,886 $ 564,441

Advertising 115,370 101,739 73,749

Other 3,276 1,071 180

Total revenues $ 1,368,225 $ 1,008,696 $ 638,370

The following tables summarize subscription revenue and advertising revenue by region for the year ended December 31, 2023, 2022 and 2021 (in thousands):

The following tables summarize subscription revenue and advertising revenue by region (in thousands):

Years Ended December 31,

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Contract balances

For the year ended December 31, 2023, 2022, and 2021, the Company did not recognize material bad-debt expense and there were no material contract assets recorded on the accompanying consolidated balance sheet as of December 31, 2023 and 2022.

For the years ended December 31, 2024, 2023, and 2022, the Company did not recognize material bad-debt expense and there were no material contract assets recorded on the accompanying consolidated balance sheet as of December 31, 2024 and 2023.

The contract liabilities primarily relate to upfront payments and consideration received from customers for subscription services.

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Intangible Assets

The table below summarizes the Company’s intangible assets at December 31, 2023 and 2022 (in thousands):

The table below summarizes the Company’s intangible assets (in thousands):

(Years) Weighted Average Remaining

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Intangible Assets Accumulated Amortization Net Balance

Customer relationships 2 — $ 32,729 $ ( 32,729 ) $ —

Trade names 2 - 9

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Future Amortization

Thereafter 6,109

Total $ 133,703

The following table is a summary of the changes to goodwill for the years ended December 31, 2023 and 2022 (in thousands):

The following table is a summary of the changes to goodwill (in thousands):

Beginning balance $ 622,818 $ 618,506

Molotov acquisition — ( 497 )

Foreign currency translation adjustment ( 7,419 ) 4,312

Ending balance $ 615,399 $ 622,818

As a result of sustained decreases in the Company’s stock price and market capitalization, the Company conducted an interim impairment test of its goodwill and long-lived assets as of June 30, 2022.

The results of the assessment indicated there was no impairment to the streaming business.

The Company performed its annual test for goodwill impairment for the streaming reporting unit as of October 1, 2023 and 2022.

Based on a qualitative analysis, it was determined that it was more likely than not that goodwill was not impaired.

Between October 1, 2022 and December 31, 2022, the Company experienced sustained decreases in its stock price and market capitalization.

As a result, the Company conducted an impairment test of its goodwill and long-lived assets as of December 31, 2022.

The Company estimated the fair value by weighting results from a market approach and an income approach.

Significant assumptions inherent in the valuation methodologies included, but are not limited to, prospective financial information (including revenue growth and subscriber related expenses), a long-term growth rate, discount rate, and comparable multiples from publicly-traded companies in the same industry.

The results of the impairment test showed that the fair value of the streaming reporting unit was in excess of its carrying value.

Therefore, it was determined that goodwill is not impaired.

The process of determining the fair value of a reporting unit is highly subjective and involves the use of significant estimates and assumptions.

The Company’s impairment test as of December 31, 2022 reflected an allocation of 50% and 50% between income and market-based approaches, respectively.

The income-based approach also takes into account the future growth and profitability expectations.

Significant inputs into the valuation models included the control premium, discount rate, and revenue market multiples as follows:

December 31, 2022

Control premium 35 %

Discount rate 31 %

Revenue multiples 0.34 x - 0.52 x

In the first quarter of 2024, we identified a triggering event that required us to perform a quantitative assessment of impairment of goodwill as of March 31, 2024.

The Company estimated the fair value of its single reporting unit by weighting results from a market approach and an income approach.

Significant assumptions inherent in the valuation methodologies included, but were not limited to, prospective financial information (including revenue growth and subscriber related expenses), a long-term growth rate, discount rate, and comparable multiples from publicly-traded companies in the same industry.

The results of the impairment test showed that the fair value was in excess of its carrying value.

We performed a qualitative assessment for our annual impairment test in the fourth quarter of 2024 and concluded that it was not more-likely-than-not that the fair value was less than the carrying value.

Goodwill includes a cumulative impairment charge of $ 148.1 million as of December 31, 2024 and 2023 related to the historical Facebank reporting unit .

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Sales tax 34,067 42,590

Guaranteed liabilities of Fubo Gaming

Accrued interest 6,772 4,671

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Loss before income taxes $ 177,119 $ 293,981 $ 426,711

The benefit of income taxes on continuing operations for the years ended December 31, 2023, 2022 and 2021 consist of the following (in thousands):

The (provision) benefit of income taxes on continuing operations consist of the following (in thousands):

For the Years Ended December 31,

2024 2023 2022

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Deferred ( 218 ) 230 —

Income tax benefit $ 879 $ 1,666 $ 2,681

Income tax (provision) benefit

$ ( 659 ) $ 879 $ 1,666

A reconciliation of the statutory federal rate on continuing operations to the Company’s effective tax rate on continuing operations is as follows:

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Stock-based compensation 0.44 ( 1.33 ) ( 0.67 )

Effect of cross-border tax laws ( 0.54 ) — —

Change in fair value of derivative, warrant liability, and gain on extinguishment of convertible notes — — ( 0.08 )

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Other ( 0.82 ) 0.53 ( 0.66 )

Income tax benefit 0.30 % 0.39 % 0.76 %

Income tax (provision) benefit

( 0.39 ) % 0.30 % 0.39 %

The components of our deferred tax assets are as follows (in thousands):

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Leasing assets 9,023 9,375

Deferred financing fees

Total deferred tax assets 450,279 422,452

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Total deferred tax liabilities $ 29,518 $ 36,761

Net deferred tax assets (liabilities) $ 230 $ ( 765 )

Net deferred tax assets

In assessing the Company’s ability to recover its deferred tax assets, the Company evaluated whether it is more-likely-than- not that some portion or the entire deferred tax asset will be realized.

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Since the Company’s formation, the Company has raised capital through the issuance of capital stock on several occasions which, combined with the purchasing shareholders’ subsequent disposition of those shares have resulted in such an ownership change and could result in an ownership change in the future upon subsequent disposition.

The Company conducted an analysis of our stock ownership under Internal Revenue Code Section 382 and 383.

The Company periodically conducts an analysis of our stock ownership under Internal Revenue Code Section 382 and 383.

The net operating loss carryforwards are subject to annual limitations as a result of the ownership changes in 2015, 2016, 2019 and 2020.

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

Notes payable, long-term borrowings, and convertible notes as of December 31, 2023 and 2022 consist of the following (in thousands):

Note Stated Interest Rate Principal Balance Capitalized Interest Debt Discount December 31, 2023

Notes payable, long-term borrowings, and convertible notes consist of the following (in thousands):

Note Stated Interest Rate Principal Balance Capitalized Interest Debt (Discount) Premium

December 31, 2024

2026 Convertible Notes 3.25 % $ 144,765 $ — $ ( 1,132 ) $ 143,633

2029 Convertible Notes 7.5 % 177,506 — 11,244 $ 188,750

Note payable 10.0 % 2,700 4,284 — 6,984

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2026 Convertible Notes

On February 2, 2021, the Company issued $ 402.5 million of convertible notes (“2026 Convertible Notes.”) The 2026 Convertible Notes bear interest from February 2, 2021, at a rate of 3.25 % per annum, payable semi-annually in arrears on February 15 and August 15 of each year, beginning on August 15, 2021.

On February 2, 2021, the Company issued $ 402.5 million of convertible notes (“2026 Convertible Notes”).

The 2026 Convertible Notes bear interest from February 2, 2021, at a rate of 3.25 % per annum, payable semi-annually in arrears on February 15 and August 15 of each year, beginning on August 15, 2021.

The 2026 Convertible Notes will mature on February 15, 2026, unless earlier converted, redeemed, or repurchased.

The net proceeds from this offering were approximately $ 389.4 million, after deducting a discount and offering expenses of approximately $ 13.1 million.

The Company adopted the ASU 2020-06 on January 1, 2022 using the modified retrospective method.

After adoption, the Company accounts for the 2026 Convertible Notes as single liability measured at amortized cost.

The Company accounts for the 2026 Convertible Notes under ASU 2020-06 as single liability measured at amortized cost.

The Company did not elect the fair value option.

The Company will apply the if-converted methodology in computing diluted earnings per share if and when profitability is achieved.

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:

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;

during the five -business day period after any five 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;

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In addition, if a corporate event (as defined in the Indenture) occurs prior to the maturity date or if the Company issues a notice of redemption, the Company may be required increase the conversion rate by a pre-defined amount for any holder who elects to convert their 2026 Convertible Notes in connection with such a corporate event.

During the year ended December 31, 2024, the Company completed the repurchase of $ 46.9 million principal amount of the 2026 Convertible Notes with a net book value of $ 46.4 million for $ 26.6 million resulting in a gain of $ 19.8 million which is included in gain on extinguishment of debt in the consolidated statements of operations and comprehensive loss.

During the year ended December 31, 2023, the Company repurchased $ 5.0 million principal amount of the 2026 Convertible Notes for $ 3.3 million and recognized a gain on extinguishment of $ 1.6 million.

During the years ended December 31, 2023, 2022, and 2021, the Company paid $ 13.1 million, $ 13.4 million, and $ 7.0 million, respectively, of interest expense in connection with the 2026 Convertible Notes and recorded amortization expense of $ 2.6 million, $ 2.5 million, and $ 2.4 million, respectively, which is included in amortization of debt discount in the consolidated statements of operations and comprehensive loss.

As of December 31, 2023 and 2022, the net carrying value of the 2026 Convertible Notes was $ 391.7 million and $ 394.1 million, respectively, with unamortized debt discount and issuance costs of $ 5.8 million and $ 8.4 million, respectively.

During the years ended December 31, 2024, 2023, and 2022, the Company paid $ 6.0 million, $ 13.1 million, and $ 13.4 million, respectively, of interest expense in connection with the 2026 Convertible Notes and recorded amortization expense of $ 1.1 million, $ 2.6 million, and $ 2.5 million, respectively, which is included in amortization of debt premium (discount), net in the consolidated statements of operations and comprehensive loss.

As of December 31, 2024 and 2023, following the Exchange (defined below) and the repurchase described above, there is an aggregate principal amount $ 144.8 million and $ 397.5 million, respectively, of 2026 Convertible Notes outstanding.

As of December 31, 2024 and 2023, the estimated fair value (Level 2) of the 2026 Convertible Notes was $ 111.8 million and $ 288.2 million, respectively.

2029 Convertible Notes

On December 29, 2023, the Company entered into a privately negotiated exchange agreement with certain affiliates and related funds of Mudrick Capital Management, L.P., which were holders of its existing 2026 Convertible Notes, to exchange $ 205.8 million principal amount of the 2026 Convertible Notes for $ 177.5 million in aggregate principal amount of the Company’s new convertible senior secured notes due 2029 (the “2029 Convertible Notes”), subject to customary closing conditions (the "Exchange").

The Exchange closed on January 2, 2024, when the 2029 Convertible Notes were issued pursuant to, and are governed by, an indenture, dated as of January 2, 2024, among the Company, the guarantors identified therein and U.S.

Bank Trust Company, National Association, as trustee and collateral agent.

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

The 2029 Convertible Notes will mature on February 15, 2029, unless earlier converted or repurchased.

The initial conversion rate of the 2029 Convertible Notes is 260.6474 shares of common stock per $1,000 principal amount of 2029 Convertible Notes, which represents an initial conversion price of approximately $ 3.84 per share of common stock.

Holders may convert their 2029 Convertible Notes at their option in the following circumstances:

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

(ii) during the five consecutive business days immediately after any five 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;

(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 the occurrence of a fundamental change (as defined in the Indenture), holders of the 2029 Convertible Notes may require the Company to repurchase their 2029 Convertible Notes at a cash repurchase price equal to the principal amount of the 2029 Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

The definition of fundamental change includes certain business combination transactions involving the Company and certain de-listing events with respect to the Company’s common stock.

The 2029 Convertible Notes were initially recorded at fair value.

The Company recognized a gain on extinguishment of debt of $ 9.6 million which represents the difference between the fair value of the 2029 Convertible Notes and the carrying value of the exchanged 2026 Convertible Notes.

The Company incurred $ 4.2 million of financing costs that have been capitalized on the balance sheet and are being amortized over the life of the 2029 Convertible Notes.

During the year ended December 31, 2024, the Company paid $ 8.2 million of interest expense and recorded amortization income of $ 2.3 million included in amortization of debt premium (discount), net, in the consolidated statements of operations and comprehensive loss.

The fair value (Level 2) of the 2029 Convertible Notes was $ 161.7 million as of December 31, 2024.

The Company has recognized, through the consolidation of its subsidiary Evolution AI Corporation (“EAI”), a $ 2.7 million note payable bearing interest at the rate of 10.0 % per annum that was due on October 1, 2018 (“CAM Digital Note”).

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The CAM Digital Note is currently in a default condition due to non-payment of principal and interest.

The outstanding balance as of December 31, 2023 and 2022, including interest and penalties, is $ 6.3 million and $ 5.7 million, respectively, and is included in notes payable on the accompanying consolidated balance sheet.

The outstanding balance as of December 31, 2024 and 2023, including interest and penalties, is $ 7.0 million and $ 6.3 million, respectively, and is included in notes payable on the accompanying consolidated balance sheets.

The Company assumed through the acquisition of Molotov in December 2021, $ 2.4 million in notes bearing interest rates of 2.25 % per annum.

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As of December 31, 2024 and 2023, the principal balance totaled approximately $ 1.0 million and $ 1.6 million, respectively, and is included in long-term borrowings-current portion on the accompanying consolidated balance sheet.

Societe Generale

The Company assumed through the acquisition of Molotov in December 2021, $ 1.3 million in notes bearing interest rates of 0.25 %.

During the year ended December 31, 2022, the Company repaid principal of $ 1.3 million.

The Company assumed, through the consolidation of its subsidiary EAI, a $ 30,000 note payable due to a relative of the former Chief Executive Officer, John Textor, bearing interest at the rate of 4.0 % per annum.

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Note 11 – Segments and Geographic Information

The Company ceased operations of Fubo Sportsbook in connection with the dissolution of Fubo Gaming in October 2022.

Consequently, the wagering reportable segment has been eliminated.

The Company has one operating segment as of December 31, 2023, the streaming business.

The Company has one operating segment as of December 31, 2024 and 2023, the streaming business.

The following tables set forth our financial performance by geographical location (in thousands):

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Total revenue

For the Years Ended December 31,

2024 2023 2022

2 unchanged sentences

Total revenue $ 1,622,796 $ 1,368,225 $ 1,008,696

The Company’s method for measuring profitability includes gross profit and net loss from continuing operations, which the CODM uses to assess performance and make decisions for resource allocation.

Gross Profit is defined as revenue less subscriber related expenses and broadcasting and transmission.

Net loss from continuing operations is consistent with the measurement principals for net loss from continuing operations as reported on the Company’s consolidated statement of operations.

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

For the Years Ended December 31,

2024 2023 2022

Total revenue $ 1,622,796 $ 1,368,225 $ 1,008,696

Gross profit (loss) (1)

203,911 86,148 ( 41,096 )

Significant expenses:

Sales and marketing (2)

185,148 184,159 161,417

Technology and development (2)

67,801 55,651 59,266

General and administrative (2)

62,436 48,188 61,037

Other segment expenses (3)

66,304 91,252 102,229

Net loss from continuing operations ( 177,778 ) ( 293,102 ) ( 425,045 )

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

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

(3) Other segment expenses include depreciation and amortization, impairment of other assets, stock-based compensation expense, total other income (expense), and (provision) benefit for income taxes.

Note 12 - Fair Value Measurements

The following table classifies the Company’s assets and liabilities measured at fair value on a recurring basis into the fair value hierarchy as of December 31, 2023 and 2022 (in thousands):

The following table classifies the Company’s assets and liabilities measured at fair value on a recurring basis into the fair value hierarchy (in thousands):

Fair valued measured at December 31, 2024

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Total financial assets at fair value $ 205,074 $ — $ — $ 205,074

Derivative Financial Instruments

Certain of the Company’s warrants are classified as liabilities and measured at fair value on the issuance date, with changes in fair value recognized as other income (expense) in the consolidated statements of operations and comprehensive loss.

The following table presents changes in Level 3 liabilities measured at fair value (in thousands) for the years ended December 31, 2022 and 2021.

Unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category.

Warrant liabilities

Fair value at December 31, 2020 $ 22,686

Change in fair value ( 2,659 )

Redemption ( 16,479 )

Fair value at December 31, 2021 3,548

Change in fair value 1,701

Redemption ( 5,249 )

Fair value at December 31, 2022 —

There were no warrant liabilities outstanding as of December 31, 2023 and 2022.

Note 13 - Shareholders’ Equity

Authorized Share Capital

The Company amended its articles of incorporation on January 9, 2019 to increase the authorized share capital to 400.0 million shares of common stock.

The Company amended its articles of incorporation on June 15, 2023 to increase the authorized share capital to 800.0 million shares of common stock.

The Company amended its articles of incorporation on June 18, 2024 to increase the authorized share capital to 1.0 billion shares of common stock.

Common Stock Activity

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2022 ATM Program

On August 13, 2021, the Company entered into an at-the-market sales agreement (the "2021 Sales Agreement") with Evercore Group L.L.C., Needham & Company, LLC and Oppenheimer & Co.

Inc., as sales agents (each, a “prior manager” and together, the “prior managers”), pursuant to which the Company, from time to time, sold shares of its common stock having an aggregate offering price of up to $ 500.0 million through the prior managers.

The Company paid the prior managers a commission of up to 3.0 % of the aggregate gross proceeds the Company received from all sales of the Company’s common stock under the 2021 ATM Offering.

Effective August 4, 2022, the Company terminated the 2021 ATM Offering.

During the year ended December 31, 2021, the Company received net proceeds of $ 140.4 million (after deducting $ 3.5 million in commissions and expenses) from sales of 5,338,607 shares of its common stock, at a weighted average gross sales price of $ 26.96 per share pursuant to the 2021 Sales Agreement.

2022 ATM Program

On August 4, 2022, the Company entered into an at-the-market sales agreement (the "Sales Agreement," and together with the 2021 Sales Agreement, the "ATM Sales Agreements") with Evercore Group L.L.C., Citigroup Global Markets Inc., Morgan Stanley & Co.

LLC and Needham & Company, LLC, as sales agents (each, a “manager” and together, the “managers”) pursuant to which the Company may, from time to time, sell shares of its common stock, having an aggregate offering price of up to $ 350.0 million through the managers.

Upon delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, the managers may sell the shares by methods deemed to be an “at-the-market” offering as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended.

Subject to the terms and conditions of the Sales Agreement, each manager will use commercially reasonable efforts consistent with its normal trading and sales practices to sell the shares from time to time, based upon the Company’s instructions.

On August 4, 2022, the Company entered into an at-the-market sales agreement (the "Sales Agreement") with Evercore Group L.L.C., Citigroup Global Markets Inc., Morgan Stanley & Co.

LLC and Needham & Company, LLC, as sales agents (the “managers”) pursuant to which the Company may, from time to time, sell shares of its common stock having an aggregate offering price of up to $ 350.0 million through the managers by methods deemed to be an “at-the-market” offering as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended.

The Company will pay the managers a commission for their services in acting as agents in the sale of common stock at a commission rate of up to 3 % of the gross sales price of the shares of the Company’s common stock sold through them pursuant to the Sales Agreement.

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During the year ended December 31, 2024 and 2023, the Company received net proceeds of approximately $ 43.3 million and $ 116.9 million, respectively (after deducting $ 1.0 million and $ 2.8 million in commissions and expenses, respectively) from sales of 33,218,851 and 81,694,729 shares of its common stock, respectively, at a weighted average gross sales price of $ 1.33 and $ 1.46 per share, respectively, pursuant to the ATM Sales Agreements.

As of December 31, 2023, there was $ 156.3 million of common stock remaining available for sale under the 2022 Sales Agreement.

Year ended December 31, 2022

Framework Agreement with MEP FTV

On August 2, 2022 (the "MEP Effective Date"), Fubo Studios Inc.

(formerly known as Fubo Entertainment Inc.), a subsidiary of the Company, entered into a binding framework agreement (the “MEP Framework Agreement”) with MEP FTV Holdings, LLC (“MEP FTV”) and Maximum Effort Productions, LLC.

(“MEP” and, together with MEP FTV, “Maximum Effort”), memorializing the parties’ collaboration on a forthcoming Maximum Effort linear channel and original programming for launch on Fubo.

Maximum Effort is a premiere entertainment production company led by Ryan Reynolds and George Dewey.

Pursuant to the MEP Framework Agreement, the Company and Maximum Effort desire to work together to (1) develop scripted and unscripted television programs intended for initial distribution on Fubo’s platform (the “MEP Projects”) and (2) create a new television channel with unique content, features and functionality (the “MEP Network”).

In connection with the MEP Framework Agreement, as consideration for Maximum Effort’s participation in the collaboration, the Company entered into a Restricted Stock Award Agreement dated August 12, 2022 (the “MEP RSA Agreement”) pursuant to which it has agreed to issue to MEP FTV (i) 2,000,000 shares of restricted common stock, of the Company, within 10 business days after the MEP Effective Date;

(ii) a number of shares of common stock determined by dividing $ 10.0 million by the 30 -day volume weighted average closing price of common stock for the 30 trading days preceding the first anniversary of the MEP Effective Date, within 10 business days after the first anniversary of the MEP Effective Date;

and (iii) a number of shares of common stock determined by dividing $ 10.0 million by the 30 -day volume weighted average closing price of common stock for the 30 trading days preceding the second anniversary of the MEP Effective Date, within 10 business days after the second anniversary of the MEP Effective Date (collectively, the “MEP Shares”).

The MEP Shares will be subject to transfer restrictions until various time- and performance-based milestones are met, and, during this restricted period, will be subject to potential forfeiture if the MEP Framework Agreement is terminated under certain conditions.

The parties agreed that 80 % of the equity grant shall be allocated as consideration for the MEP Projects and 20 % of the equity grant shall be allocated as consideration for the MEP Network.

During the year ended December 31, 2023, the Company issued 3,778,718 shares of restricted common stock in connection with the first anniversary of the MEP Effective Date.

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

Pursuant to the MEP Framework Agreement, on August 12, 2022, the Company issued MEP FTV a warrant to acquire 166,667 shares of the Company’s common stock with an exercise price of $ 15.00 per share.

The warrant is exercisable on or prior to August 2, 2032, provided that the price per share of the Company’s common stock equals or exceeds a 30 -trading day volume weighted average closing price of $ 30.00 at any time prior to third anniversary of the grant date.

The fair value of the warrant was measured on August 12, 2022, using the Monte Carlo valuation model, and the fair value totaled approximately $ 0.4 million.

The derived service period was determined to be 1.7 years.

As of December 31, 2023, the unrecognized stock-based compensation totaled $ 0.1 million.

A summary of the Company’s outstanding warrants as of December 31, 2023, are presented below (in thousands, except share and per share amounts):

Number of Warrants Weighted Average Exercise Price Total Intrinsic Value Weighted Average Remaining Contractual Life

Outstanding as of December 31, 2022

166,670 $ 17.40 $ — 9.6

Outstanding as of December 31, 2023

166,670 $ 17.40 $ — 8.6

The Company estimated the fair value of the warrants granted during the year ended December 31, 2022 using the Monte Carlo valuation model as follows:

Dividend yield —

Expected price volatility 107.0 %

Risk free interest rate 2.8 %

Expected term (years) 10.0

There were no warrants granted during the year ended December 31, 2023.

Year ended December 31, 2021

In January and February 2021, 9,807,367 shares of Series AA Preferred Stock converted into 19,614,734 shares of common stock.

On March 1, 2021, we consummated an offer to exchange the remaining outstanding shares of Series AA Preferred Stock for two shares of our common stock per share of Series AA Preferred Stock (the “Exchange Offer”).

As a result of the Exchange Offer, 13,412,246 shares of Series AA Preferred Stock, representing 100 % of the outstanding shares of Series AA Preferred Stock, were exchanged for 26,824,492 shares of our common stock.

As of December 31, 2024, there was $ 112.0 million of common stock remaining available for sale under the 2022 Sales Agreemen t.

Note 14 - Stock-Based Compensation

Equity Incentive Plans

On April 1, 2020, the Company approved the establishment of the Company’s 2020 Equity Incentive Plan, as amended (the “2020 Plan”).

On November 20, 2022 and April 20, 2023, the Company amended the 2020 Plan to increase the maximum aggregate number of shares of common stock available for issuance under the 2020 Plan by 2,500,000 shares and 17,500,000 shares, respectively.

On June 15, 2023, the Company's shareholders approved the amended 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 2023, there are 7,399,380 shares available for future issuance under the 2020 Plan.

The Company assumed the fuboTV Inc.

2015 Equity Incentive Plan (the "2015 Plan") on April 1, 2020.

No shares are available for future issuance under the 2015 Plan.

On August 3, 2022, the Company's board of directors (the "Board") approved the adoption of the 2022 Employment Inducement Equity Incentive Plan (the “2022 Inducement Plan”), which was adopted without shareholder approval pursuant to Rule 303A.08 of the New York Stock Exchange Listed Company Manual.

The 2022 Inducement Plan provided 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 its 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.

No shares are available for future issuance under the 2022 Inducement Plan.

On August 7, 2023, the Board approved the adoption of the 2023 Employment Inducement Equity Incentive Plan (the “2023 Inducement Plan”), which was adopted without shareholder approval pursuant to Rule 303A.08 of the New York Stock Exchange Listed Company Manual.

The aggregate number of shares of common stock reserved for issuance under the 2023 Inducement Plan is 3,000,000 .

The 2023 Inducement Plan provides 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 its 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 2023, there are 2,724,451 shares available for future issuance under the 2023 Inducement Plan.

During the years ended December 31, 2023, 2022 and 2021 the Company recognized stock-based compensation expense as follows (in thousands):

Stock-based compensation

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

Years Ended December 31,

5 unchanged sentences

$ 42,510 $ 51,215 $ 52,454

During the year ended December 31, 2023 and 2022, in connection with the MEP Framework Agreement (See Note 14), the Company recorded approximately $ 6.5 million and $ 2.9 million of stock-based compensation expense, respectively, to shares settled liability.

As of December 31, 2023 and 2022, $ 5.1 million and $ 2.9 million, respectively, is included in accrued expenses and other current liabilities and other long-term liabilities on the consolidated balance sheet.

Stock Options

Equity Incentive Plans

On April 1, 2020, the Company approved the establishment of the Company’s 2020 Equity Incentive Plan, as subsequently amended (the “2020 Plan”).

On June 17, 2024, the Company further amended the 2020 Plan to, among other things, increase the maximum aggregate number of shares of common stock available for issuance under the 2020 Plan by 20,000,000 shares.

As of December 31, 2024, there are 10,772,874 shares available for future issuance under the 2020 Plan.

On August 3, 2022, August 7, 2023, and August 5, 2024, the Company's board of directors (the "Board") adopted the 2022 Employment Inducement Equity Incentive Plan ("2022 Plan"), the 2023 Employment Inducement Equity Incentive Plan ("2023 Plan") and the 2024 Employment Inducement Equity Incentive Plan (the “2024 Plan” and, collectively, the "Inducement Plans"), respectively, in each case without shareholder approval pursuant to Rule 303A.08 of the New York Stock Exchange Listed Company Manual.

The Inducement Plans provide for the grant of equity-based awards, including non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares, and their terms are substantially similar to the 2020 Plan, with the exception that awards can only be made to new employees in connection with their commencement of employment.

As of December 31, 2024, there are no shares available for future issuance under the 2022 Plan and 2023 Plan, and there are 2,892,219 shares available for future issuance under the 2024 Plan.

Time-based Stock Options

The Company provides option grants to employees, directors, and consultants under the 2020 Plan.

4 unchanged sentences

10,475,607 $ 6.31 $ 6,534 5.3

Granted 636,298 $ 2.02

Exercised ( 4,042 ) $ 0.87

4 unchanged sentences

9,610,252 $ 6.39 $ 1,036 4.3

The following was used in determining the fair value of stock options granted during the year ended December 31, 2023:

There were no stock options granted during the year ended December 31, 2024.

The following was used in determining the fair value of stock options granted:

Dividend yield — %

3 unchanged sentences

As of December 31, 2024, the estimated value of unrecognized stock-based compensation expense related to unvested options was $ 0.4 million to be recognized over a period of 2.0 years.

Performance-Based Stock Options

On October 8, 2020, the Company awarded the CEO an option to purchase 4,100,000 shares of common stock which was eligible to vest based upon the achievement of certain predetermined goals for each of the five years in the performance period related to stock price, revenue, gross margin, an increase in the number of subscribers, the launch of new markets and, commencing in 2023, creation of new revenue streams.

The terms of the option provided that the Company's Board would review and certify attainment of such goals annually from 2021 through 2026 on a given certification date subsequent to the Company’s calendar year end (the "Determination Date") to determine if any vesting was warranted.

The Board had the discretion to determine vesting at, above, or below 20% of the shares subject to the performance option on a given Determination Date.

All shares were eligible for vesting until the Determination Date following the 2025 calendar year.

Any such vesting was subject to the CEO’s continuation in service with the Company through the applicable Determination Date.

Because the number of shares to be earned on each Determination Date was subject to the discretion of the Board, the compensation expense was adjusted each reporting period for changes in fair value prorated for the portion of the requisite service period rendered and based on the number of shares expected to be earned.

During the year ended December 31, 2022, the Board determined that the option would vest with respect to 820,000 shares for the 2021 calendar year.

On April 20, 2023, the Company entered into the first amendment to the performance-based stock options described above that were awarded to its CEO.

The amendment did not adjust the total number of options granted ( 4,100,000 options), the exercise price of $ 10.00 per share or the expiration date of October 7, 2030.

Under the terms of the amendment, the original vesting conditions were modified with respect to the 3,280,000 performance-based stock options that remained unvested.

The modified vesting of the stock options is based upon the achievement of certain performance metrics (the "Performance Criteria") during the period from January 1, 2025 through December 31, 2025, including 50 % vesting based on the Company's adjusted EBITDA, 25 % vesting based on revenue criteria, and 25 % vesting based on the number of subscribers achieved.

The Company’s Board will certify the Company’s performance relative to the Performance Criteria on or prior to February 20, 2026 (the “Certification Date”).

If a change in control event occurs on or prior to December 31, 2025, all of the unvested options (measured at target performance) will vest on February 20, 2026 (or the date of an earlier termination of employment without cause or for good reason (a "Qualifying Termination") following the change in control), provided the CEO continues to provide services through such date.

In the event of the CEO’s Qualifying Termination prior to a change in control, if the termination occurs on or prior to December 31, 2025, then all unvested options (measured at target performance) will vest as of the date of termination, and if the termination occurs on or after January 1, 2026, a number of unvested options, determined based on actual performance during the performance period, will vest on date performance is certified.

Compensation cost related to the modification of the 3,280,000 unvested options will be recognized over the requisite service period for the new award beginning on the amendment date and ending on the Certification Date based on the probability of achievement of the Performance Criteria.

There is no accounting impact on the fully vested 820,000 shares as a result of the amendment.

The fair value of the options as of the amendment date totaled $ 1.2 million, and during the year ended December 31, 2023, the Company recognized stock-based compensation expense of $ 0.3 million.

Modification of Options and Restricted Stock Units

During the years ended December 31, 2022 and 2021, the Board of Directors approved a modification to stock option and restricted stock award grants to employees who terminated from the Company.

The modifications accelerated the vesting of unvested stock options and restricted stock awards as of the termination date and provided the option holders with an additional months post-termination to exercise their stock options.

The modifications resulted in incremental stock-based compensation expense of $ 2.1 million and $ 10.6 million during the years ended December 31, 2022 and 2021, respectively.

The incremental stock-based compensation expense for modifications of stock option and restricted stock awards during the year ended December 31, 2023 was no t material.

Market and Service Condition Based Stock Options

9 unchanged sentences

There were no market and service-based options granted during the year ended December 31, 2024 and 2023.

During the year ended December 31, 2021, 1,375,000 stock options with a fair value of $ 19.2 million were granted to an employee of the Company.

The options vest on the earlier of each anniversary of the grant date or based on the achievement of pre-established parameters relating to the performance of the Company’s stock price.

During the year ended December 31, 2023, 2022, 2021, the Company recognized $ 3.3 million, $ 7.8 million, and $ 7.2 million respectively, of stock-based compensation related to its market and service-based stock options.

As of December 31, 2023, there was $ 0.9 million of unrecognized stock-based compensation expense for market and service-based stock options.

Service-based Restricted Stock Awards

MEP Framework Agreement - MEP Project Restricted Stock Awards

In connection with the MEP Framework Agreement, stock-based compensation cost for MEP Project restricted stock awards (the "MEP Project RSAs") totaling approximately $ 23.0 million measured as the fair value of the 1,600,000 shares issued for the first tranche issued on August 12, 2022 at $ 7.0 million, plus the fixed monetary amount of $ 8.0 million settleable in shares on August 2, 2023, and the fixed monetary amount of $ 8.0 million settleable in shares on August 2, 2024.

Compensation cost will be recognized on a straight-line basis over the term of the three-year service period as if the Company paid cash for the services.

The second two tranches are liability classified because they are a fixed monetary amount, settleable in shares.

As compensation cost is recognized for these tranches, a corresponding credit to share-based liabilities will be recorded and reclassified to equity upon issuance of the related shares.

In connection with the MEP Project RSAs, as of December 31, 2023 the unrecognized stock-based compensation totaled $ 12.3 million, and $ 3.7 million of shares liability in accrued expenses and other current liabilities and other long-term liabilities was recorded on the consolidated balance sheet.

Performance-based Restricted Stock Awards

MEP Framework Agreement - MEP Network Restricted Stock Awards

The restricted stock awards allocated as consideration for the MEP Network (“MEP Network RSAs”) are performance-based RSAs.

The performance condition consists of creating a new television channel with unique content, features and functionality.

Compensation cost is measured on the grant date for shares that vest based upon the achievement of the performance condition are recognized when probable over the requisite service period, that is the implicit service period over which the performance conditions are probable of achievement.

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

The Company will recognize the total fair value of $ 5.7 million ratably over the two-year period.

In connection with the MEP Network RSAs, as of December 31, 2023, the unrecognized stock-based compensation totaled $ 1.7 million, and $ 1.4 million of shares liability in accrued expenses and other current liabilities and other long-term liabilities was recorded on the consolidated balance sheet.

During the years ended December 31, 2024, 2023 and 2022, the Company recognized $ 0.9 million, $ 3.3 million, and $ 7.8 million respectively, of stock-based compensation related to its market and service-based stock options.

As of December 31, 2024, there was no unrecognized stock-based compensation expense for market and service-based stock options.

Performance-Based Stock Options

On October 8, 2020, the Company granted the CEO a performance stock option to purchase 4,100,000 shares of common stock, with an exercise price of $ 10.00 , which was originally eligible to vest over a period of five calendar years through 2025, subject to the achievement of certain predetermined performance goals.

On April 20, 2023, the Company amended the award to modify the vesting conditions with respect to the 3,280,000 options that remained unvested as of the amendment date (the "Amended Options").

The Amended Options are eligible to vest on February 20, 2026 (the "Certification Date"), subject to the achievement of the predetermined revenue, adjusted EBITDA, and subscriber objectives (the "Performance Criteria") for the year ended December 31, 2025.

Compensation cost related to the Amended Options will be recognized over the requisite service period for the new award beginning on the amendment date and ending on the Certification Date based on the probability of achievement of the Performance Criteria.

There was no accounting impact on the 820,000 shares subject to the vested portion of the stock option as a result of the amendment.

The fair value of the Amended Options as of the amendment date totaled $ 1.2 million.

The Amended Options are subject to acceleration upon certain events and conditions, including a change of control and qualifying terminations, and upon death, disability, and certain “good leaver” circumstances.

Time-Based Restricted Stock Units

8 unchanged sentences

26,709,357 $ 2.47

During the year ended December 31, 2023, the Company granted 13,912,089 time-based restricted stock units which generally vest annually over a four-year period, subject to the recipient’s continuation in service through each applicable vesting date.

The fair value of restricted stock units is measured based on their fair value at grant date which totaled $ 44.0 million.

During the year ended December 31, 2023, the Company issued 3,443,251 shares of common stock to its Board of Directors and employees in settlement of vested restricted stock units.

During the year ended December 31, 2024, the Company granted 15,812,986 time-based restricted stock units which generally vest over a one-year period (in the case annual grants to directors) or annually over a four-year period (in the case grants to employees), subject to the recipient’s continuation in service through each applicable vesting date.

The fair value of restricted stock units is measured based on their fair value at grant date which totaled approximately $ 24.4 million.

The fair value of restricted stock units is measured based on their fair value at grant date which totaled $ 44.0 million.

During the year ended December 31, 2022, the Company issued 1,576,231 shares of common stock to its Board of Directors and employees in settlement of vested restricted stock units.

As of December 31, 2024, the estimated value of unrecognized stock-based compensation related to restricted stock units totaled $ 60.2 million, had an aggregate intrinsic value of $ 33.7 million, and a weighted average remaining contractual term of 2.8 years.

Performance-Based Restricted Stock Units ("PRSU")

Performance-Based Restricted Stock Units ("PRSUs")

A summary of the Company’s performance-based restricted stock unit activity during the year ended December 31, 2024 is as follows:

3 unchanged sentences

Granted 1,185,819 $ 1.55

Vested ( 286,667 ) $ 33.87

Forfeited ( 189,825 ) $ 3.26

1 unchanged sentence

3,031,828 $ 5.61

On November 3, 2021, the Company granted 1.9 million performance-based restricted stock units (“PRSUs”) to the Chief Operating Officer ("COO") of the Company.

The PRSUs were eligible to vest over a period of 5 -calendar years through 2025, subject to the achievement of certain established performance metrics including revenue targets, subscriber targets, and the launching of new markets (and, with respect to 2023, the creation of one or more new revenue streams).

The determination of the actual number of PRSUs that would vest each year during the five-year performance period would be determined upon the achievement of the predetermined performance targets.

Any such vesting would be subject to the COO’s continuation in service with the Company through the applicable vesting date.

At each reporting period, the Company made a determination of the most likely outcome for achievement of each performance metric, which could have resulted in a cumulative catch-up as the Company assessments were evaluated.

The fair value of the PRSUs was measured based on their grant date fair value which totaled $ 64.4 million.

During the year ended December 31, 2022, the Company determined the performance metrics were met for 286,667 PRSUs and 93,333 PRSUs were forfeited.

The Company recognized stock-based compensation of $ 14.6 million during the year ended December 31, 2022.

During the year ended December 31, 2021, the Company determined that the performance metrics for 380,000 PRSUs were met, and accordingly, recognized stock-based compensation of $ 5.6 million.

On November 20, 2023, the Company entered into the first amendment to the PRSUs described above that were awarded to its COO.

The amendment did not adjust the total number of PRSUs granted ( 1.9 million PRSUs).

Under the terms of the amendment, the original vesting conditions were modified with respect to the 1,140,000 PRSUs that remained unvested as of the amendment date.

The modified vesting of the PRSUs is based upon the achievement of the Performance Criteria during the period from January 1, 2025 through December 31, 2025, including 50 % vesting based on the Company's adjusted EBITDA, 25 % vesting based on revenue criteria, and 25 % vesting based on the number of subscribers achieved.

The Company’s Board will certify the Company’s performance relative to the Performance Criteria on or prior to the February 20, 2026 (the “Certification Date”).

If a change in control event occurs on or prior to December 31, 2025, all of the unvested PRSUs (measured at target performance) will vest on or prior to February 20, 2026 (or the date of an earlier "Qualifying Termination" following the change in control), provided the COO continues to provide services through such date.

In the event of the COO’s Qualifying Termination prior to a change in control, if the termination occurs on or prior to December 31, 2025, then all unvested PRSUs (measured at target performance) will vest as of the date of termination, and if the termination occurs on or after January 1, 2026, a number of unvested PRSUs, determined based on actual performance during the performance period, will vest on date performance is certified.

Compensation cost related to the modification of the 1,140,000 unvested PRSUs will be recognized over the requisite service period for the new award beginning on the amendment date and ending on the Certification Date based on the probability of achievement of the Performance Criteria.

The fair value of the unvested PRSUs as of the amendment date totaled $ 7.2 million and will be expense pro-rata over the requisite service period.

During the year ended December 31, 2023, the Company recognized stock-based compensation expense of $ 8.7 million related to the PRSUs.

As of December 31, 2023, unrecognized stock-based compensation totaled $ 6.8 million.

There is no accounting impact on the fully vested 666,667 shares that had fully vested as of the amendment.

On May 9, 2023, the Company entered into a PRSU agreement with the Company's CEO.

The PRSU agreement provides the right to earn shares of the Company's common stock upon achievement of certain performance criteria, with 730,338 shares being earned at target performance and up to 1,095,507 shares being earned at maximum performance.

The number of PRSUs eligible to vest will be determined based upon the achievement of annual performance-based vesting conditions for the 2023, 2024, and 2025 calendar years.

The Company accounts for the PRSUs as three separate awards each with a requisite service period beginning on January 1st of the applicable year.

For year one, the Company has defined the performance targets including adjusted EBITDA, revenue, and the number of subscribers, and determined the grant date is June 15, 2023.

The Company's Board will define the performance criteria for years two and three no later than March 15, 2024 and 2025, respectively (the grant date of those respective tranches).

Any PRSUs that are eligible to vest based on performance relative to the pre-determined annual performance objectives will vest on the date on which the Company’s performance for the 2025 performance year is certified, which will occur on or before February 20, 2026.

Any such vesting is subject to the employee’s continuation in service with the Company through the applicable vesting date.

The Company's Board will review attainment of such performance conditions annually from 2024 through 2026 on a given certification date (subsequent to the Company’s calendar year end) to determine if any PRSUs should be eligible to vest.

The PRSUs contain both service and performance vesting conditions.

During the year ended December 31, 2024 and 2023, the Company granted an aggregate of 1,185,819 PRSUs with a grant date fair value of $ 1.8 million and 2,035,834 PRSUs with a grant date fair value of $ 15.8 million, respectively, to certain executives which vest upon the achievement of certain established performance metrics.

Compensation cost related to the target PRSUs will be recognized over the requisite service period based on the probability of achievement of certain performance thresholds.

The fair value of the PRSUs is measured based on their grant date fair value which totaled $ 0.7 million for the year one tranche.

On November 20, 2023, the Company entered into PRSU agreements with various executive employees (the "Executives") covering a total of 569,475 shares in the aggregate.

Under the terms of the agreements, the PRSUs will be eligible to vest based upon the achievement of the Performance Criteria during the period January 1, 2025 through December 31, 2025, including 50 % vesting based on the Company's adjusted EBITDA, 25 % vesting based on revenue criteria, and 25 % based on the number of subscribers achieved.

The Company’s Board will certify the Company’s performance relative to the Performance Criteria on or prior to the February 20, 2026 Certification Date.

If a change in control event occurs on or prior to December 31, 2025, all of the unvested PRSUs (measured at target performance) will vest on February 20, 2026 (or the date of a "Qualifying Termination" following the change in control), provided the Executives continues to provide services through such date.

In the event of an Executive's Qualifying Termination prior to a change in control, if the termination occurs on or prior to December 31, 2025, then all unvested PRSUs (measured at target performance) will vest as of the date of termination, and if the termination occurs on or after January 1, 2026, a number of unvested PRSUs, determined based on actual performance during the performance period, will vest on date performance is certified.

Compensation cost related to the unvested PRSUs will be recognized over the requisite service period for the new award beginning on the grant date and ending on the Certification Date based on the probability of achievement of the Performance Criteria.

The fair value of the PRSUs totaled $ 1.9 million, and during the year ended December 31, 2023, the Company recognized stock-based compensation expense of $ 0.1 million.

As of December 31, 2023, unrecognized stock-based compensation totaled $ 1.8 million.

During the years ended December 31, 2024 and 2023, the Company recognized aggregate stock-based compensation expense of $ 4.4 million and $ 8.9 million, respectively, related to these PRSUs.

As of December 31, 2024, aggregate unrecognized stock-based compensation related to these PRSUs totaled $ 5.8 million.

Framework Agreement with MEP FTV

On August 2, 2022 (the "MEP Effective Date"), Fubo Studios Inc., a subsidiary of the Company, entered into a binding framework agreement (the “MEP Framework Agreement”) with MEP FTV Holdings, LLC (“MEP FTV”) and Maximum Effort Productions, LLC.

(“MEP” and, together with MEP FTV, “Maximum Effort”), memorializing the parties’ collaboration on a Maximum Effort linear channel and original programming for launch on Fubo.

Pursuant to the MEP Framework Agreement, the Company and Maximum Effort agreed to work together to (1) develop scripted and unscripted television programs intended for initial distribution on Fubo’s platform (the “MEP Projects”) and (2) create a new television channel with unique content, features and functionality (the “MEP Network”).

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

Under the MEP RSA Agreement, 80 % of the restricted stock is consideration for the MEP Projects and 20 % for the MEP Network.

Stock-based compensation cost for MEP Project restricted stock awards (the "MEP Project RSAs") totaled approximately $ 23.0 million measured as the fair value of the 1,600,000 shares issued for the first tranche issued on August 12, 2022, at $ 7.0 million, plus the fixed monetary amount of $ 8.0 million settleable in shares on August 2, 2023, and the fixed monetary amount of $ 8.0 million, settleable in shares on August 2, 2024.

Compensation cost is recognized on a straight-line basis over the term of the three-year service period as if the Company paid cash for the services.

The second two tranches are liability classified because they are a fixed monetary amount, settleable in shares.

As compensation cost is recognized for these tranches, a corresponding credit to shares settled liabilities will be recorded and reclassified to equity upon issuance of the related shares.

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

The Network RSAs were subject to forfeiture until launch of the MEP Network which occurred in June 2023.

The Company will recognize the total fair value of $ 5.7 million ratably over the two-year period.

During the year ended December 31, 2024 and 2023, in connection with the MEP Framework Agreement, the Company recorded approximately $ 3.3 million and $ 6.5 million of stock-based compensation expense, respectively, to shares settled liability.

As of December 31, 2024 and 2023, $ 8.4 million and $ 5.1 million, respectively, is included in accrued expenses and other current liabilities and other long-term liabilities on the consolidated balance sheets.

The fair value of the warrant was measured on August 12, 2022, using the Monte Carlo valuation model, and the fair value totaled approximately $ 0.4 million.

The derived service period was determined to be 1.7 years.

As of December 31, 2024, there was no unrecognized stock-based compensation.

A summary of the Company’s outstanding warrants as of December 31, 2024, are presented below (in thousands, except share and per share amounts):

Number of Warrants Weighted Average Exercise Price Total Intrinsic Value Weighted Average Remaining Contractual Life

Outstanding as of December 31, 2023

166,670 $ 17.40 $ — 8.6

Outstanding as of December 31, 2024

166,670 $ 17.40 $ — 7.6

There were no warrants granted during the year ended December 31, 2024 and 2023.

Note 15 - Commitments and Contingencies

43 unchanged sentences

Year Ended December 31, 2028 4,583

Total $ 99,287

During the year ended December 31, 2023 and 2022, the Company made upfront payments totaling approximately $ 27.4 million and $ 54.7 million, respectively, which are recorded in prepaid sports rights on the consolidated balance sheet.

During the year ended December 31, 2024 and 2023, the Company made upfront payments totaling approximately $ 36.9 million and $ 27.4 million, respectively, which are recorded in prepaid sports rights on the consolidated balance sheets.

Contingencies

11 unchanged sentences

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.

Said-Ibrahim v.

fuboTV Inc., David Gandler, Edgar M.

Bronfman Jr., & Simone Nardi, Case No.

21-cv-01412 (S.D.N.Y) & Lee v.

fuboTV, Inc., David Gandler, Edgar M.

Bronfman Jr., & Simone Nardi, Case No.

21-cv-01641 (S.D.N.Y.) (consolidated as In re fuboTV Inc.

Securities Litigation, No.

21-cv-01412 (S.D.N.Y.))

On February 17, 2021, putative shareholders Wafa Said-Ibrahim and Adhid Ibrahim filed a class action lawsuit against the Company, co-founder and CEO David Gandler, Executive Chairman Edgar M.

Bronfman Jr., and CFO Simone Nardi (collectively, the “Class Action Defendants”).

Plaintiffs allege that Class Action Defendants violated federal securities laws by disseminating false and misleading statements regarding the Company’s financial health and operating condition, including the Company’s ability to grow subscription levels, prospects, future profitability, seasonality factors, cost escalations, ability to generate advertising revenue, valuation, and entering the online sports wagering market.

The Plaintiffs allege that Class Action Defendants violated Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 thereunder, as well as Section 20(a) of the Exchange Act, and seek damages and other relief.

On February 24, 2021, putative shareholder Steven Lee filed a nearly identical class action lawsuit against the same Defendants.

On April 29, 2021, the court consolidated Said-Ibrahim v.

fuboTV Inc., David Gandler, Edgar M.

Bronfman Jr., & Simone Nardi , Case No.

21-cv-01412 (S.D.N.Y) and Lee v.

fuboTV, Inc., David Gandler, Edgar M.

Bronfman Jr., & Simone Nardi , Case No.

21-cv-01641 (S.D.N.Y.) under In re FuboTV Inc.

Securities Litigation, No.

1:21-cv-01412 (S.D.N.Y.).

The court also appointed putative shareholder Nordine Aamchoune as lead plaintiff.

On July 12, 2021, Lead Plaintiff filed an Amended Class Action Complaint.

Lead Plaintiff seeks to pursue this claim on behalf of himself as well as all other persons who purchased or otherwise acquired Company securities publicly traded on the NYSE between March 23, 2020 and January 4, 2021, inclusive, and who were allegedly damaged thereby.

The Class Action Defendants filed a motion to dismiss the Amended Class Action Complaint on September 10, 2021.

Lead Plaintiff filed an opposition on November 9, 2021.

Class Action Defendants filed their reply in support of the motion to dismiss on December 9, 2021.

On March 30, 2023, the Court granted the Class Action Defendants' motion to dismiss without prejudice.

On May 22, 2023, Lead Plaintiff filed a Second Amended Class Action Complaint, which amended the class period to purchases or acquisitions between May 20, 2020 and January 4, 2021, inclusive.

The Class Action Defendants filed their motion to dismiss the Second Amended Class Action Complaint on August 1, 2023.

Lead Plaintiff filed his opposition on September 14, 2023.

The Class Action Defendants filed their reply on October 5, 2023.

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 the claims alleged in both lawsuits are without merit and intends to vigorously defend these litigations.

DISH Technologies, LLC, et al.

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(collectively, “DISH”) filed a complaint in the District of Delaware alleging that fuboTV Media Inc.

(“fuboTV Media”) infringes certain of DISH's patents by streaming video through a fuboTV Media application and seeking damages and injunctive relief.

(“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.

Briefing on the motion is complete and a hearing is currently scheduled for March 25, 2024.

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 for inter partes review on all the asserted patents, five of which relate to patents for which the United States Patent Trial and Appeal Board (“PTAB”) instituted proceedings in April 2024, and those are expected to be complete by April 25, 2025.

The PTAB also instituted proceedings on the remaining three patents, and those are expected to be complete by November 21, 2025.

After filing its inter partes review ("IPR") petitions, fuboTV Media filed a motion to stay the district court case pending resolution of those reviews.

The district court granted that motion on August 13, 2024, staying the case until two weeks after the PTAB issues final written decisions on the five then-instituted patents and any appeals therefrom, and ordered that the stay would remain in place for the duration of any instituted IPRs and appeals therefrom on the remaining three patents.

On December 5, 2024, the parties informed the Court that the PTAB instituted review for the remaining three patents.

Currently, the case is fully stayed pending the instituted IPRs.

At this time, the Company cannot predict the outcome, or provide a reasonable estimate or range of estimates of the possible outcome or loss, if any, with respect to this matter.

The Company believes it has meritorious defenses and intends to defend itself vigorously in this matter.

Fubo Gaming Dissolution

Following the dissolution of Fubo Gaming in October 2022, the Company has received communications from several commercial partners of Fubo Gaming, alleging breach by Fubo Gaming of applicable agreements.

Certain of these parties have also asserted that the Company is a guarantor of Fubo Gaming’s obligations under the applicable agreements.

On May 2, 2023, one such party (comprising two related plaintiff entities, Dynamo Stadium, LLC and Dynamo Soccer, LLC (together, “Dynamo”)) filed Demands for Arbitration with the American Arbitration Association ("AAA") against Fubo Gaming, alleging breaches by Fubo Gaming of a sports betting agreement and a sponsorship agreement, as well as against the Company for alleged guaranty obligations under the sports betting agreement.

Dynamo is seeking monetary damages and costs.

On February 5, 2024, the AAA dismissed the arbitration relating to the sponsorship agreement, and, on February 27, 2024, the AAA dismissed without prejudice the arbitration relating to the sports betting agreement.

Additional allegations or litigation may arise against Fubo Gaming or the Company in the future related to the dissolution of Fubo Gaming, including potential breach of contract claims by other commercial partners of Fubo Gaming or claims seeking to hold the Company responsible for Fubo Gaming’s contractual obligations (on contractual guaranty and other bases).

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 any such matters, including the Dynamo matter.

The Company believes it has meritorious defenses and intends to defend itself vigorously in any such matters.

and FuboTV Media Inc.

4 unchanged sentences

(collectively, “ESPN”), Hulu, LLC (“Hulu”), Fox Corporation (“Fox”), and Warner Brothers Discovery, Inc.

The Company's complaint asserts four major categories of claims.

First, the complaint alleges that the announced joint venture between Disney, WBD, and Fox is unlawful under Section 7 of the Clayton Act and Section 1 of the Sherman Act.

Second, the complaint alleges that “bundling” requirements imposed by Disney, ESPN and Fox constitute unlawful tying and block-booking arrangements under Section 1 of the Sherman Act.

Third, the complaint alleges that the Defendants’ use of “most-favored-nation” clauses in their carriage agreements, in combination with other anticompetitive terms, violates Section 1 of the Sherman Act.

Fourth, the complaint alleges that all of this conduct violates New York’s Donnelly Act, N.Y.

Law § 340, for the same reasons it violates federal antitrust law.

The Company’s complaint seeks injunctive relief to stop the proposed joint venture and other practices described above, damages for harm already suffered because of those practices, and other relief.

At this time, the Company cannot predict the outcome, or provide a reasonable estimate or range of estimates of the possible outcome, if any.

However, the Company believes it has meritorious claims and will continue to pursue its rights vigorously in this matter.

On April 8, 2024, the Company filed a motion for preliminary injunction (“PI Motion”) seeking to enjoin the launch of the the announced joint venture (the "Network JV") between Disney, WBD, and Fox pending the outcome of the lawsuit.

On August 16, 2024, after a five-day hearing, the district court granted the Company’s PI Motion.

On January 6, 2025, the Company entered into a settlement agreement with the Defendants to settle all claims asserted in this matter.

As part of that settlement, Fubo agreed to dismiss, with prejudice, its lawsuit against the Defendants.

Video Privacy Protection Act ("VPPA") Matters

The Company has been named as defendant in putative class action complaints bringing claims under the VPPA, alleging the Company shared subscribers’ personally identifiable information to third party advertisers and through the Meta Pixel and Google Analytics without consent.

The complaints are captioned Burdette v.

fuboTV, Inc., No.

1:23-cv-10351 (N.D.

Perez, et al., v.

fuboTV, Inc., No.

0:23-cv-61961 (S.D.

fuboTV, Inc., No.

1:24-cv-00711 (S.D.N.Y).

The Company has reached an agreement in principle to resolve these matters on a class basis, subject to negotiation of the terms of the proposed class action settlement and subject to approval by the court.

Additional allegations or litigation may arise against the Company in the future related to the VPPA and other privacy and consumer protection laws.

Note 16 - Subsequent Events

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 Notes”), subject to customary closing conditions.

The exchange closed on January 2, 2024, when the 2029 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 Notes will bear interest at a rate of (i) 7.50 % per annum on the principal amount thereof if interest is paid in cash and (ii) 10.00 % 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 Notes will mature on February 15, 2029, unless earlier converted or repurchased.

The initial conversion rate of the 2029 Notes is 260.6474 shares of common stock per $1,000 principal amount of 2029 Notes, which represents an initial conversion price of approximately $3.8366 per share of common stock.

Holders may convert their 2029 Notes at their option in the following circumstances:

◦ 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;

◦ during the five consecutive business days immediately after any five 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 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;

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

◦ 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 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.

Business Combination Agreement

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

The HL Business Assets will include certain carriage agreements, rights under joint subscription agreements and related data and information about its subscribers, advertising or sponsorship agreements exclusively related to Hulu’s linear multi-channel subscription video programming distribution service component of the offering known as “Hulu + Live TV” as of the date of the Business Combination Agreement and operated by Hulu (such service, the “HL DMVPD Service”), all other assets (including intellectual property) exclusively related to the HL DMVPD Service and all intellectual property constituting the “Live TV” brand.

Immediately prior to the closing of the Business Combination (the “Closing”), in connection with the Up-C Reorganization, the Company will, among other things, (i) effect a conversion from a Florida corporation to a Delaware corporation pursuant to a plan of conversion and (ii) authorize and adopt a new certificate of incorporation and adopt new bylaws, in each case, on the terms and subject to the conditions set forth in the Business Combination Agreement.

At the Closing, the Company and Hulu, as the members of Newco, will adopt, and Newco will thereafter be governed by, an amended and restated limited liability company agreement of Newco (the “Newco Operating Agreement”).

The Newco Operating Agreement will provide, among other things, Hulu a redemption right pursuant to which Hulu may cause Newco to redeem all or a portion of its Newco Units, together with an equivalent number of shares of Class B Common Stock, in exchange for an equivalent number of shares of Class A Common Stock or, at the Company’s option, cash, subject to the Company’s right to elect to effect, in lieu of such a redemption, a direct exchange between the Company and Hulu of cash or an equivalent number of shares of Class A Common Stock for such Newco Units and Class B Common Stock.

The Closing is subject to certain closing conditions specified in the Business Combination Agreement, including, among other things, obtaining requisite shareholder and regulatory approval.

Hulu will be required to pay to the Company a termination fee in the amount of $ 130.0 million in the event of a termination of the Business Combination Agreement under certain specified circumstances, including if the Business Combination fails to close due to the failure to obtain requisite regulatory approvals on the terms and conditions set forth in the Business Combination Agreement.

Conversely, the Company will be required to pay Hulu a termination fee in amount of $ 50.0 million in the event of a termination of the Business Combination Agreement under certain specified circumstances, including if the Company implements a Superior Proposal (as defined in the Business Combination Agreement).

Senior Unsecured Term Loan Commitment

On January 6, 2025, concurrently with the execution of the Business Combination Agreement, the Company and an affiliate of Disney entered into a commitment letter (the “Commitment Letter”) pursuant to which such affiliate committed to provide the Company, on January 5, 2026 and on the terms and subject to the conditions set forth therein, up to $ 145.0 million of indebtedness in the form of a senior unsecured term loan (the “Facility”), subject to customary conditions.

The proceeds of the Facility will be used for general corporate purposes of the Company.

The funding of the Facility under the Commitment Letter is not contingent on the occurrence of the Business Combination contemplated by the Business Combination Agreement.

Litigation Settlement

On January 6, 2025, concurrently with the execution of the Business Combination Agreement, (i) the Company and FuboTV Media Inc.

and (ii) Disney, Fox, and WBD and their affiliates (such parties in clause (ii), the “Defendants,” and together with the Company and FuboTV Media Inc, the “Settling Parties”) entered into a settlement in connection with the action captioned FuboTV Inc.

The Walt Disney Co., No.

24-cv-1363-MMG (S.D.N.Y.

2024) (the “Action”).

In connection with the settlement, the Settling Parties agreed to settle all claims asserted in the Action, including the Company’s claims concerning the Defendants’ bundling or tying of television channels, Defendants’ use of most-favored nations clauses, and the contemplated and previously announced Network JV, and to dismiss all claims in the Action with prejudice.

In conjunction therewith, Disney, Fox and WBD made an aggregate cash payment to the Company of $ 220.0 million.

Under the settlement, Disney and its affiliates, including Hulu, agreed that the Business Combination and the execution of the Business Combination Agreement, the mutual releases in connection with the settlement and the dismissal with prejudice of the Action constitute full consideration for the execution of the settlement and the releases contained therein.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures