FuboTV Inc. 10-K

Item 9A. Controls and Procedures. A. Limitations on effectiveness of controls and procedures In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. B. Evaluation of Disclosure Controls and Procedures Our management, with the participation of our principal executive officer and principal financial officer, evaluated, as of the end of the period covered by this Annual Report, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, 2024, our disclosure controls and procedures were effective at the reasonable assurance level. C. Report of Management on Internal Controls over Financial Reporting. Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. As of December 31, 2024, management completed an assessment of the Company’s internal control over financial reporting based on the 2013 Committee of Sponsoring Organizations (COSO) framework. Based on that assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2024. KPMG, our independent registered public accounting firm, has issued an attestation report on our internal control over financial reporting, which is included below. D. Audit Report of Independent Registered Public Accounting Firm 75 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors fuboTV Inc.: Opinion on Internal Control Over Financial Reporting We have audited fuboTV Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated March 3, 2025 expressed an unqualified opinion on those consolidated financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Controls over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. 76 Table of Contents Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ KPMG LLP New York, New York March 3, 2025 E. Changes in Internal Control over Financial Reporting There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. (a) None. (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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not Applicable. 77 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance. Our board of directors has adopted a written Code of Business Conduct and Ethics applicable to all officers, directors and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We have posted a current copy of our Code of Business Conduct and Ethics on our investor relations website under the Governance tab at https://ir.fubo.tv . In addition, we intend to post on our website all disclosures that are required by law or the NYSE listing standards concerning any amendments to, or waivers from, any provision of our Code of Business Conduct and Ethics. The information contained on our website is not incorporated by reference into this Annual Report. The remaining information required by this item will be included in our definitive proxy statement for our 2025 Annual Meeting of Shareholders, and such required information is incorporated herein by reference. Item 11. Executive Compensation. The information required by this Item 11 will be included in our definitive proxy statement for our 2025 Annual Meeting of Shareholders and such information is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required by this Item 12 will be included in our definitive proxy statement for our 2025 Annual Meeting of Shareholders and such information is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence. 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. Item 14. Principal Accountant Fees and Services. 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. 78 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules (a)(1) Financial Statements. The following documents are included on pages F-1 through F-47 attached hereto and are filed as part of this Annual Report on Form 10-K. Reference is made to the Index to Consolidated Financial Statements on Page F-1. (a)(2) Financial Statement Schedules. 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. 79 Table of Contents (a)(3) Exhibits. The following is a list of exhibits filed as part of this Annual Report on Form 10-K: Exhibit Number Incorporated by Reference Filed / Furnished Herewith Exhibit Description Form File No. Exhibit Filing Date 2.1# Business Combination Agreement dated as of January 6, 2025, by and among fuboTV Inc., The Walt Disney Company and Hulu, LLC 8-K/A 001-39590 2.1 1/10/2025 3.1(a) Articles of Incorporation dated February 20, 2009 S-1 333-176093 3.1(i) 8/5/2011 3.1(b) Articles of Amendment to Articles of Incorporation dated October 5, 2010 S-1 333-176093 3.1(ii) 8/5/2011 3.1(c) Articles of Amendment to Articles of Incorporation dated December 31, 2014 10-K 000-55353 3.1(iii) 3/31/2015 3.1(d) Articles of Amendment to Articles of Incorporation dated January 11, 2016 8-K 000-55353 3.1 1/29/2016 3.1(e) Certificate of Designation of Series A Preferred Stock dated June 23, 2016 8-K 000-55353 4.1 6/28/2016 3.1(f) Certificate of Designation of Series B Preferred Stock dated June 23, 2016 8-K 000-55353 4.2 6/28/2016 3.1(g) Certificate of Designation of Series C Preferred Stock dated July 21, 2016 8-K 000-55353 4.1 7/26/2016 3.1(h) Second Amended Certificate of Designation of Series C Preferred Stock dated March 3, 2017 8-K 000-55353 3.1 3/6/2017 3.1(i) Articles of Amendment to Articles of Incorporation dated October 17, 2017 8-K 000-55353 3.1 12/5/2017 3.1(j) Certificate of Designation of Preferences and Rights of Series X Convertible Preferred Stock dated August 3, 2018 8-K 000-55353 3.1 8/6/2018 3.1(k) Articles of Amendment to Articles of Incorporation dated September 9, 2019 8-K 000-55353 3.1 9/11/2019 3.1(l) Articles of Amendment to Articles of Incorporation dated March 16, 2020 8-K 000-55353 3.1 3/23/2020 3.1(m) Certificate of Designation of Series AA Convertible Preferred Stock dated March 20, 2020 8-K 000-55353 3.2 3/23/2020 3.1(n) Articles of Amendment to Articles of Incorporation dated September 29, 2016 10-Q 000-55353 3.1(n) 7/6/2020 3.1(o) Articles of Amendment to Articles of Incorporation dated January 9, 2017 10-Q 000-55353 3.1(o) 7/6/2020 3.1(p) Articles of Amendment to Articles of Incorporation dated May 11, 2017 10-Q 000-55353 3.1(p) 7/6/2020 80 Table of Contents 3.1(q) Articles of Amendment to Articles of Incorporation dated February 12, 2018 10-Q 000-55353 3.1(q) 7/6/2020 3.1(r) Articles of Amendment to Articles of Incorporation dated January 29, 2019 10-Q 000-55353 3.1(r) 7/6/2020 3.1(s) Articles of Amendment to Articles of Incorporation dated July 12, 2019 10-Q 000-55353 3.1(s) 7/6/2020 3.1(t) Articles of Amendment to Articles of Incorporation dated August 10, 2020 8-K 000-55353 3.1 8/13/2020 3.1(u) Articles of Amendment to Articles of Incorporation dated September 2 9 , 2020 S-1 333-249783 3.1(u) 10/30/2020 3.1(v) Articles of Amendment to Articles of Incorporation dated June 9, 2022 S-3 333-266557 3.1(v) 8/5/2022 3.1(w) Articles of Amendment to Articles of Incorporation dated June 15, 2023 10-Q 001-39590 3.1(w) 8/7/2023 3.1(x) Articles of Amendment to Articles of Incorporation dated June 1 8 , 202 4 10-Q 001-39590 3.1(x) 8/6/2024 3.2 Amended and Restated Bylaws of the Company, dated March 1, 2022 8-K 001-39590 3.1 3/2/2022 4.1 Form of Common Stock Certificate 10-K 001-39590 4.1 3/25/2021 4.2 Indenture, dated as of February 2, 2021, by and between fuboTV Inc. and U.S. Bank National Association, as Trustee 8-K 001-39590 4.1 2/2/2021 4.3 Form of Note, representing fuboTV Inc.’s 3.25% Convertible Senior Notes due 2026 (included in Exhibit 4.3) 8-K 001-39590 4.2 2/2/2021 4.4 Indenture, dated as of January 2, 2024, among fuboTV Inc., the Guarantors and U.S. Bank Trust Company, National Association, as trustee and collateral agent 8-K 001-39590 4.1 1/2/2024 4.5 Form of Note, representing fuboTV Inc.’s Convertible Senior Secured Notes due 2029 (included in Exhibit 4.5) 8-K 001-39590 4.2 1/2/2024 4.6 Registration Rights Agreement, dated as of January 2, 2024, between fuboTV Inc. and certain affiliates and related funds of Mudrick Capital Management, L.P. 8-K 001-39590 99.2 1/2/2024 4.7 Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 * 10.1† fuboTV Inc. 2015 Equity Incentive Plan 10-Q 000-55353 10.2 7/6/2020 10.2† Form of Stock Option Agreement under the fuboTV Inc. 2015 Equity Incentive Plan 10-Q 000-55353 10.3 7/6/2020 10.3† fuboTV Inc. 2020 Equity Incentive Plan, as amended and restated 8-K 001-39590 10.1 6/21/2024 81 Table of Contents 10.4† Form of Stock Option Agreement under the fuboTV Inc. 2020 Equity Incentive Plan, as amended 10-K 001-39590 10.4 3/1/2022 10.5† Form of Restricted Stock Unit Award Agreement to the fuboTV Inc. 2020 Equity Incentive Plan, as amended (standard) 10-K 001-39590 10.5 3/1/2022 10.6† Form of Restricted Stock Unit Award Agreement to the fuboTV Inc. 2020 Equity Incentive Plan, as amended (key employees) 10-K 001-39590 10.6 3/1/2022 10.7† Form of Performance Restricted Stock Unit Award Agreement to the fuboTV Inc. 2020 Equity Incentive Plan, as amended 8-K 001-39590 10.2 5/8/2023 10.8† fuboTV Inc. 2022 Employment Inducement Equity Incentive Plan 10-Q 001-39590 10.1 8/8/2022 10.9† Form of Restricted Stock Unit Award Agreement to the fuboTV Inc. 2022 Employment Inducement Equity Incentive Plan (standard) 10-Q 001-39590 10.2 8/8/2022 10.10† Form of Restricted Stock Unit Award Agreement to the fuboTV Inc. 2022 Employment Inducement Equity Incentive Plan (key employee) 10-Q 001-39590 10.3 8/8/2022 10.11† Form of Stock Option Award Agreement to the fuboTV Inc. 2022 Employment Inducement Equity Incentive Plan 10-Q 001-39590 10.4 8/8/2022 10.12† fuboTV Inc. 2023 Employment Inducement Equity Incentive Plan 10-Q 001-39590 10.1 8/7/2023 10.13† Form of Restricted Stock Unit Award Agreement to the fuboTV Inc. 2023 Employment Inducement Equity Incentive Plan (standard) 10-Q 001-39590 10.2 8/7/2023 10.14† Form of Restricted Stock Unit Award Agreement to the fuboTV Inc. 2023 Employment Inducement Equity Incentive Plan (key employee) 10-Q 001-39590 10.3 8/7/2023 10.15† Form of Stock Option Award Agreement to the fuboTV Inc. 2023 Employment Inducement Equity Incentive Plan 10-Q 001-39590 10.4 8/7/2023 10.16† fuboTV Inc. 2024 Employment Inducement Equity Incentive Plan 10-Q 001-39590 10.1 8/6/2024 10.17† 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 10.18† 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 10.19† 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 82 Table of Contents 10.20† Form of Indemnification Agreement by and between fuboTV Inc. and its directors and officers 8-K 000-55353 10.2 4/7/2020 10.21† Employment Agreement, by and between David Gandler and the Company, dated M ay 4 , 2023. 8-K 001-39590 10.1 5/8/2023 10.22 Lease dated February 23, 2021 by and among fuboTV Inc. and HWA 1290 III LLC, HWA 1290 IV LLC and HWA 1290 V LLC 8-K 001-39590 10.1 3/3/2021 10.23 fuboTV Inc. Outside Director Compensation Policy 10-Q 001-39590 10.6 11/3/2023 10.24 Consulting Agreement by and between the Company and Ignacio Figueras dated as of November 25, 2020 10-K 001-39590 10.23 3/25/2021 10.25† Offer Letter, dated as of January 3, 2022, by and between fuboTV Inc. and John Janedis 10-K 001-39590 10.15 3/1/2022 10.26† Executive Severance Plan * 10.27 Sales Agreement, dated August 4, 2022, by and between fuboTV Inc., Evercore Group L.L.C., Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and Needham & Company, LLC. 8-K 001-39590 10.10 8/5/2022 10.28 Exchange Agreement, dated as of December 29, 2023, between fuboTV Inc. and certain affiliates and related funds of Mudrick Capital Management, L.P. 8-K 001-39590 10.1 1/2/2024 19.1 I nsider Trading Policy * 21.1 List of Significant Subsidiaries of fuboTV Inc. 10-K 001-39590 21.1 2/27/2023 23.1 Consent of KPMG LLP, independent auditor * 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a). * 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a). * 32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350. ** 97.1 FuboTV Inc. Policy for Recovery of Erroneously Awarded Compensation 10-K 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. * 101.SCH Inline XBRL Taxonomy Extension Schema Document * 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document * 83 Table of Contents 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document * 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document * 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document * 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * * Filed herewith. ** Furnished herewith. † 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. Item 16. Form 10-K Summary None. 84 Table of Contents SIGNATURES 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. FUBOTV INC. Dated: March 3, 2025 By: /s/ David Gandler David Gandler Chief Executive Officer (Principal Executive Officer) POWER OF ATTORNEY 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. 85 Table of Contents 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. Signature Title Date /s/ David Gandler Chief Executive Officer and Director March 3, 2025 David Gandler ( principal executive officer ) /s/ John Janedis Chief Financial Officer March 3, 2025 John Janedis ( principal financial officer and principal accounting officer ) /s/ Edgar Bronfman, Jr. Executive Chairman and Director March 3, 2025 Edgar Bronfman, Jr. /s/ Ignacio Figueras Director March 3, 2025 Ignacio Figueras /s/ Neil Glat Director March 3, 2025 Neil Glat /s/ Julie Haddon Director March 3, 2025 Julie Haddon /s/ Daniel Leff Director March 3, 2025 Daniel Leff /s/ Laura Onopchenko Director March 3, 2025 Laura Onopchenko 86 Table of Contents fuboTV Inc. Index to Consolidated Financial Statements Page Report of Independent Registered Public Accounting Firm Auditor Name: KPMG LLP (PCAOB ID: 185 ) Auditor Location: New York, NY . F- 2 Consolidated Balance Sheets as of December 31, 202 4 and 202 3 F- 4 Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 202 4 , 202 3 and 202 2 F- 5 Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 202 4 , 202 3 and 202 2 F- 7 Consolidated Statements of Cash Flows for the Years Ended December 31, 202 4 , 202 3 and 202 2 F- 9 Notes to the Consolidated Financial Statements F- 11 F-1 Report of Independent Registered Public Accounting Firm (to be provided by KPMG) To the Shareholders and Board of Directors fuboTV Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of fuboTV Inc. and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 3, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Sufficiency of audit evidence over subscriber related expenses As discussed in Note 3 to the consolidated financial statements, the Company recorded $1,361 million of subscriber related expenses during the year ended December 31, 2024, which primarily related to costs for affiliate distribution rights related to content streaming. The cost of affiliate distribution rights is generally incurred on a per subscriber basis and is recognized when the related programming is distributed to subscribers. We identified the evaluation of the sufficiency of audit evidence over subscriber related expenses related to affiliate distribution rights as a critical audit matter. This matter required subjective auditor judgment given the nature of audit evidence over the completeness and accuracy of the subscriber data used in the determination of affiliate distribution rights expense. F-2 The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over subscriber related expenses related to the cost for affiliate distribution rights. We evaluated the design and tested the operating effectiveness of certain internal controls over the recognition of costs related to affiliate distribution rights. This included controls related to the completeness and accuracy of the subscriber data used in the affiliate distribution rights computations, including relevant general and application information technology controls. We developed an expectation of subscriber related expenses related to affiliate distribution rights based upon the change in average monthly subscribers per monthly subscriber count reports and the contractual rate per the affiliate distribution rights agreements and compared the amounts recorded to our expectation. We evaluated the completeness and accuracy of monthly subscriber count reports by validating whether certain subscribers were appropriately included or excluded from the monthly subscriber count reports based on underlying supporting documentation. We evaluated the sufficiency of audit evidence obtained over subscriber related expenses related to affiliate distribution rights by assessing the results of procedures performed, including the appropriateness of the nature of such evidence. /s/ KPMG LLP We have served as the Company’s auditor since 2020. New York, New York March 3, 2025 F-3 fuboTV Inc. Consolidated Balance Sheets (in thousands, except for share and per share information) December 31, 2024 December 31, 2023 ASSETS Current assets Cash and cash equivalents $ 161,435 $ 245,278 Accounts receivable, net 71,078 80,299 Prepaid sports rights 24,821 39,911 Prepaid and other current assets 16,699 20,804 Assets of discontinued operations — 462 Total current assets 274,033 386,754 Property and equipment, net 6,080 4,835 Restricted cash 6,137 6,142 Intangible assets, net 133,703 158,448 Goodwill 615,399 622,818 Right-of-use assets 31,837 35,825 Other non-current assets 10,239 17,818 Total assets $ 1,077,428 $ 1,232,640 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities Accounts payable $ 67,844 $ 74,311 Accrued expenses and other current liabilities 335,967 320,041 Notes payable 7,024 6,323 Deferred revenue 98,421 90,203 Long-term borrowings - current portion 1,042 1,612 Current portion of lease liabilities 5,024 5,247 Liabilities of discontinued operations — 19,608 Total current liabilities 515,322 517,345 Convertible notes, net 332,383 391,748 Lease liabilities 32,951 38,087 Other long-term liabilities 15,990 1,635 Total liabilities 896,646 948,815 COMMITMENTS AND CONTINGENCIES (Note 15) Shareholders’ equity: Common stock par value $ 0.0001 : 1,000,000,000 shares authorized; 339,144,854 and 299,215,160 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively 34 30 Additional paid-in capital 2,219,002 2,136,870 Accumulated deficit ( 2,017,796 ) ( 1,845,542 ) Non-controlling interest ( 15,588 ) ( 11,751 ) Accumulated other comprehensive (loss) income ( 4,870 ) 4,218 Total shareholders’ equity 180,782 283,825 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 1,077,428 $ 1,232,640 The accompanying notes are an integral part of these consolidated financial statements. F-4 Table of Contents fuboTV Inc. Consolidated Statements of Operations and Comprehensive Loss (in thousands, except for share and per share information) For the Years Ended December 31, 2024 2023 2022 Revenues Subscription $ 1,500,101 $ 1,249,579 $ 905,886 Advertising 115,200 115,370 101,739 Other 7,495 3,276 1,071 Total revenues 1,622,796 1,368,225 1,008,696 Operating expenses Subscriber related expenses 1,361,011 1,213,253 976,415 Broadcasting and transmission 57,874 68,824 73,377 Sales and marketing 202,489 207,045 183,615 Technology and development 80,009 67,675 69,264 General and administrative 75,073 64,282 81,151 Depreciation and amortization 38,548 36,496 36,731 Impairment of other assets 3,813 — — Total operating expenses 1,818,817 1,657,575 1,420,553 Operating loss ( 196,021 ) ( 289,350 ) ( 411,857 ) Other income (expense) Interest expense ( 20,852 ) ( 13,712 ) ( 14,194 ) Interest income 7,157 10,971 2,498 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 income (expense) 18,902 ( 4,631 ) ( 14,854 ) Loss from continuing operations before income taxes ( 177,119 ) ( 293,981 ) ( 426,711 ) Income tax (provision) benefit ( 659 ) 879 1,666 Net loss from continuing operations ( 177,778 ) ( 293,102 ) ( 425,045 ) Discontinued operations Net income (loss) from discontinued operations before income taxes 1,687 5,185 ( 136,874 ) Income tax (provision) benefit — — — Net income (loss) from discontinued operations 1,687 5,185 ( 136,874 ) Net loss ( 176,091 ) ( 287,917 ) ( 561,919 ) Less: Net loss attributable to non-controlling interest 3,837 463 442 Net loss attributable to common shareholders $ ( 172,254 ) $ ( 287,454 ) $ ( 561,477 ) F-5 Table of Contents fuboTV Inc. Consolidated Statements of Operations and Comprehensive Loss (Continued) (in thousands, except for share and per share information) For the Years Ended December 31, 2024 2023 2022 Other comprehensive income (loss) Foreign currency translation adjustment ( 9,088 ) 4,822 ( 767 ) Comprehensive loss attributable to common shareholders $ ( 181,342 ) $ ( 282,632 ) $ ( 562,244 ) Net loss per share attributable to common shareholders Basic and diluted loss per share from continuing operations $ ( 0.54 ) $ ( 1.06 ) $ ( 2.33 ) Basic and diluted income (loss) per share from discontinued operations $ — $ 0.02 $ ( 0.75 ) Basic and diluted loss per share $ ( 0.54 ) $ ( 1.04 ) $ ( 3.08 ) Weighted average shares outstanding: Basic and diluted 319,653,763 276,282,572 182,472,069 The accompanying notes are an integral part of these consolidated financial statements. F-6 Table of Contents fuboTV Inc. Consolidated Statements of Shareholders’ Equity For the years ended December 31, 2024, 2023 and 2022 (in thousands except for share information) Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Non-controlling Interest - Total Shareholders’ Equity 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 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 — — — — — — Issuance of restricted stock 2,000,000 — — — — — — Stock-based compensation — — 65,518 — — — 65,518 Molotov non-controlling interest — — — — — — — Foreign currency translation adjustment — — — — ( 767 ) — ( 767 ) Net loss attributable to non-controlling interest — — — — — ( 442 ) ( 442 ) Net loss attributable to common shareholders — — — ( 561,477 ) — — ( 561,477 ) Balance at December 31, 2022 209,684,548 $ 21 $ 1,972,006 $ ( 1,558,088 ) $ ( 595 ) $ ( 11,662 ) $ 401,682 Issuance of common stock/At-the-market offering, net of offering costs 81,694,729 8 116,881 — — — 116,889 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 Stock-based compensation — — 44,620 — — — 44,620 Molotov non-controlling interest — — ( 864 ) — ( 9 ) 374 ( 499 ) Foreign currency translation adjustment — — — — 4,822 — 4,822 Net loss attributable to non-controlling interest — — — — — ( 463 ) ( 463 ) Net loss attributable to common shareholders — — — ( 287,454 ) — — ( 287,454 ) 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. F-7 Table of Contents fuboTV Inc. Consolidated Statements of Shareholders’ Equity (Continued) For the years ended December 31, 2024, 2023 and 2022 (in thousands except for share information) Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Non-controlling Interest - Total Shareholders’ Equity Shares Amount Balance at December 31, 2023 299,215,160 $ 30 $ 2,136,870 $ ( 1,845,542 ) $ 4,218 $ ( 11,751 ) $ 283,825 Issuance of common stock/At-the-market offering, net of offering costs 33,218,851 3 43,307 — — — 43,310 Exercise of stock options 4,042 — 3 — — — 3 Delivery of common stock underlying restricted stock units 6,706,801 1 ( 1 ) — — — — Shares settled for taxes — — ( 540 ) — — — ( 540 ) Stock-based compensation — — 39,363 — — — 39,363 Foreign currency translation adjustment — — — — ( 9,088 ) — ( 9,088 ) Net loss attributable to non-controlling interest — — — — — ( 3,837 ) ( 3,837 ) Net loss attributable to common shareholders — — — ( 172,254 ) — — ( 172,254 ) Balance at December 31, 2024 339,144,854 $ 34 $ 2,219,002 $ ( 2,017,796 ) $ ( 4,870 ) $ ( 15,588 ) $ 180,782 The accompanying notes are an integral part of these consolidated financial statements. F-8 Table of Contents fuboTV Inc. Consolidated Statements of Cash Flows (in thousands, except for share and per share information) For the Years Ended December 31, 2024 2023 2022 Cash flows from operating activities Net loss $ ( 176,091 ) $ ( 287,917 ) $ ( 561,919 ) Less: 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 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 38,548 36,496 36,731 Stock-based compensation 42,510 51,215 52,454 Impairment of other assets 3,813 — — 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 Amortization of right-of-use assets 3,988 3,126 3,078 Other adjustments 700 695 1,155 Changes in operating assets and liabilities of business, net of acquisitions: Accounts receivable, net 9,034 ( 36,200 ) ( 9,778 ) Prepaid expenses and other assets 7,649 ( 14,498 ) ( 950 ) Prepaid sports rights 15,389 ( 1,525 ) ( 34,384 ) Accounts payable ( 5,748 ) 6,635 12,014 Accrued expenses and other liabilities 13,639 52,180 50,116 Deferred revenue 8,348 24,774 21,102 Lease liabilities ( 5,200 ) ( 2,813 ) 1,210 Net cash used in operating activities - continuing operations ( 75,627 ) ( 173,045 ) ( 289,786 ) Net cash used in operating activities - discontinued operations ( 3,851 ) ( 4,577 ) ( 26,915 ) Net cash used in operating activities ( 79,478 ) ( 177,622 ) ( 316,701 ) Cash flows from investing activities Purchases of short-term investments — — ( 100,000 ) Proceeds from maturity of short-term investments — — 100,000 Purchases of property and equipment ( 2,727 ) ( 1,071 ) ( 1,130 ) Proceeds from sale of property and equipment — 28 — Capitalization of internal use software ( 11,468 ) ( 17,282 ) ( 4,857 ) Purchase of intangible assets ( 1,640 ) ( 3,592 ) — Purchase of strategic investment — ( 3,500 ) — Net cash used in investing activities - continuing operations ( 15,835 ) ( 25,417 ) ( 5,987 ) Net cash used in investing activities - discontinued operations — — ( 6,436 ) Net cash used in investing activities ( 15,835 ) ( 25,417 ) ( 12,423 ) F-9 Table of Contents fuboTV Inc. Consolidated Statements of Cash Flows (Continued) (in thousands, except for share and per share information) For the Years Ended December 31, 2024 2023 2022 Cash flows from financing activities Proceeds from the issuance of common stock, net of offering costs 43,296 116,886 292,123 Redemption of non-controlling interest — ( 2,147 ) — 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 Proceeds from the exercise of warrants — — 5,000 Repayments of notes payable and long-term borrowings ( 414 ) ( 441 ) ( 1,682 ) Net cash provided by financing activities - continuing operations 11,465 111,233 296,270 Net cash provided by financing activities - discontinued operations — — — Net cash provided by financing activities 11,465 111,233 296,270 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 Cash, cash equivalents and restricted cash at end of period $ 167,572 $ 251,420 $ 343,226 Supplemental disclosure of cash flows information: Interest paid $ 14,940 $ 13,169 $ 13,786 Income tax paid 251 258 — Non cash financing and investing activities: 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 $ — Cashless exercise of warrants $ — $ — $ 5,249 Unpaid intangible assets included in accounts payable $ 50 $ 540 $ — Unpaid financing costs included in accounts payable $ — $ 15 $ 18 Unpaid property and equipment included in accounts payable $ — $ 12 $ — The accompanying notes are an integral part of these consolidated financial statements. F-10 fuboTV Inc. Notes to the Consolidated Financial Statements (in thousands, except for share and per share information) Note 1 - Organization and Nature of Business Incorporation fuboTV Inc. (“Fubo” or the “Company”) was incorporated under the laws of the State of Florida in February 2009 under the name York Entertainment, Inc. The Company changed its name to FaceBank Group, Inc. on September 30, 2019. On August 10, 2020, the Company changed its name to fuboTV Inc. and as of May 1, 2020, the Company’s trading symbol was changed from “FBNK” to “FUBO.” The Company’s common stock was approved for listing on the New York Stock Exchange (“NYSE”) in connection with a public offering in October 2020 and commenced trading on the NYSE on October 8, 2020. Unless the context otherwise requires, “Fubo,” “we,” “us,” “our,” and the “Company” refers to the Company and its subsidiaries on a consolidated basis. Nature of Business The Company is principally focused on offering consumers a leading live TV streaming platform for sports, news, and entertainment through its streaming platform. The Company’s revenues are almost entirely derived from the sale of subscription services and the sale of advertisements in the United States, though the Company has expanded into several international markets, with operations in Canada, Spain and France. The Company’s subscription-based streaming services are offered to consumers who can sign-up for accounts through which the Company provides basic plans with the flexibility for consumers to purchase incremental features that include additional content or enhanced functionality (“Attachments”) best suited for them. Besides the website, consumers can also sign-up via some TV-connected devices. The Fubo platform provides a broad suite of unique features and personalization tools such as multi-channel viewing capabilities, favorites lists and a dynamic recommendation engine, as well as 4K streaming and Cloud DVR offerings. 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 $ 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 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. F-11 Table of Contents 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. Based upon the Company’s current assessment, it does not expect the impact of macroeconomic factors to materially impact the Company’s operations. However, the Company is continuing to assess the impact that the macroeconomic factors may have on its operations, financial condition and liquidity. Note 3 - Summary of Significant Accounting Policies Principles of Consolidation and Basis of Presentation The Company’s consolidated financial statements include the accounts of the Company and the accounts of the Company’s wholly-owned subsidiaries, its non-wholly owned subsidiaries where the Company has a controlling interest and 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. The primary beneficiary is the party that has both of the following: (i) the power to direct the activities that most significantly impact the economic performance of the VIE, and (ii) the obligation to absorb the losses or rights to receive the benefits of the entity that could potentially be significant to the VIE. The Company considers itself to be the primary beneficiary of the MEC Entities and accordingly, has consolidated these entities since their formation in 2023, with the equity interests of the unaffiliated investors presented as non-controlling interests in the accompanying consolidated financial statements. All intercompany balances and transactions have been eliminated in consolidation. 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 The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates. Those estimates and assumptions include allocating the fair value of purchase consideration to assets acquired and liabilities assumed in business acquisitions, useful lives of property and equipment and intangible assets, recoverability of goodwill and intangible assets, accruals for contingent liabilities, equity instruments issued in share-based payment arrangements, and accounting for income taxes, including the valuation allowance on deferred tax assets. Segment and Reporting Unit Information Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer is determined to be the CODM. 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. F-12 Table of Contents Cash and Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with remaining maturities at the date of purchase of three months or less to be cash equivalents, including balances held in the Company’s money market accounts. Restricted cash primarily represents cash on deposit with financial institutions in support of a letter of credit outstanding in favor of the Company’s landlord for office space. The restricted cash balance has been excluded from the cash balance and is classified as restricted cash on the consolidated balance sheets. The following table provides a reconciliation of cash and cash equivalents and restricted cash within the consolidated balance sheets that sum to the total of the same on the consolidated statement of cash flows (in thousands): December 31, 2024 2023 Cash and cash equivalents $ 161,435 $ 245,278 Restricted cash 6,137 6,142 Total cash and cash equivalents and restricted cash $ 167,572 $ 251,420 Certain Risks and Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of demand deposits and accounts receivable. The Company maintains cash deposits with financial institutions that at times exceed applicable insurance limits. The majority of the Company’s software and computer systems utilize data processing, storage capabilities and other services provided by Google Cloud Platform and Amazon Web Services, which cannot be easily switched to another cloud service provider. As such, any disruption of the Company’s interference with Google Cloud Platform and Amazon Web Services could adversely impact the Company’s operations and business. Fair Value Estimates The carrying amounts of the Company’s financial assets and liabilities, such as cash, other assets, accounts payable and accrued payroll, approximate their fair values because of the short maturity of these instruments. The carrying amounts of notes payable and long-term borrowings approximate their fair values due to the short-term maturity and the fact that the effective interest rates on these obligations are comparable to market interest rates for instruments of similar credit risk. Fair Value of Financial Instruments The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurements. This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements, ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows: Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 — observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and Level 3 — assets and liabilities whose significant value drivers are unobservable. F-13 Table of Contents Accounts Receivable, net The Company records accounts receivable at the invoiced amount less an allowance for any potentially uncollectible accounts. The Company’s accounts receivable balance primarily consists of amounts due from the sale of advertisements and subscription revenue. In evaluating our ability to collect outstanding receivable balances, we consider many factors, including the age of the balance, collection history, and current economic trends. Bad debts are written off after all collection efforts have ceased. Based on the Company’s current and historical collection experience, management concluded that an allowance for credit losses was not necessary as of December 31, 2024 and 2023. No individual customer accounted for more than 10% of revenue for the year ended December 31, 2024, 2023, and 2022. As of December 31, 2024 and 2023, one customer accounted for more than 10 % of accounts receivable. Property and Equipment, Net Property and equipment is stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are depreciated over the shorter of the lease term or the estimated useful life of the assets. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statements of operations and comprehensive loss in the period realized. Maintenance and repairs are expensed as incurred. Licensed Content The Company entered into various license agreements to obtain rights to certain live sports events. Costs incurred in acquiring certain rights to live sporting events are accounted for in accordance with ASC 920, Entertainment—Broadcasters (“ASC 920”). These program rights are recorded in subscriber related expenses in a manner consistent with how it expects to monetize the licensed content, which is primarily based on subscription revenue. Cash flows for licensed content are presented within operating activities in the consolidated statements of cash flows. Impairment Testing of Long-Lived Assets The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value and is recorded in the period in which the determination is made. Fair value is based on those assets' market value when available or discounted expected cash flows . 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 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. F-14 Table of Contents Exit and Disposal Costs The Company accounts for exit or disposal activities, including termination of a line of business or restructuring, in accordance with ASC 420 , Exit or Disposal Cost Obligations. The Company defines a business restructuring as an exit or disposal activity that includes but is not limited to a program which is planned and controlled by management and materially changes either the scope of a business or the manner in which that business is conducted. Under ASC 420 , a liability for a cost associated with an exit or disposal activity is measured at its fair value and recognized as incurred. Business restructuring charges may include (i) contract termination costs and (ii) other related costs associated with exit or disposal activities. Contract termination costs include costs to terminate a contract or costs that will continue to be incurred under the contract without benefit to the Company. A liability is recognized and measured at its fair value when the Company either terminates the contract or ceases using the rights conveyed by the contract. The Company estimates the fair value using a probability-weighted cash flow approach. A subsequent change resulting from a revision to either the timing or the amount of estimated cash flows is recognized as an adjustment to the liability in the period of the change. 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. Goodwill 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. The Company assesses qualitative factors to determine whether it is more likely than not that the fair value of a single reporting unit is less than its carrying amount under Accounting Standards Update (“ASU”) No. 2017-04, Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment, issued by the FASB. If it is determined that the fair value is less than its carrying amount, the excess of the goodwill carrying amount over the implied fair value is recognized as an impairment loss. Intangible Assets, net The Company’s intangible assets represent definite lived intangible assets, which are being amortized on a straight-line basis over their estimated useful lives as follows: Customer relationships 2 years Trade names 2 - 9 years Capitalized internal use software 3 years Software and technology 3 - 9 years We capitalize qualifying development costs associated with software that is developed or obtained for internal use, provided that management with the relevant authority authorizes and commits to the funding of the project, it is probable the project will be completed and the software will be used to perform the function intended. Capitalized costs, including costs incurred for enhancements that are expected to result in additional significant functionality are capitalized and amortized on a straight-line basis over the estimated useful life, which approximates three years . Costs related to preliminary project activities and post-implementation operation activities, including training and maintenance, are expensed as incurred. Non-Controlling Interest 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 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. F-15 Table of Contents Leases The Company accounts for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the consolidated balance sheets as both a right-of-use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right-of-use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset result in straight-line rent expense over the lease term. In calculating the right-of-use asset and lease liability, the Company elects to combine lease and non-lease components. The Company also elected not to include short term leases having initial terms of 12 months or less in its right-of-use asset and lease liabilities and recognizes rent expense for these short-term leases on a straight-line basis over the lease term. Revenue From Contracts With Customers The Company recognizes revenue from contracts with customers under ASC 606, Revenue from Contracts with Customers (the “revenue standard”). The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. A good or service is transferred to a customer when, or as, the customer obtains control of that good or service. The following five steps are applied to achieve that core principle: • Step 1: Identify the contract with the customer • Step 2: Identify the performance obligations in the contract • Step 3: Determine the transaction price • Step 4: Allocate the transaction price to the performance obligations in the contract • Step 5: Recognize revenue when the company satisfies a performance obligation In 2024, the Company generated revenue from the following sources: 1. Subscriptions – The Company sells various subscription plans through its website and third-party app stores. These subscription plans provide different levels of streamed content and functionality depending on the plan selected. Subscription fees are fixed and paid in advance by credit card primarily on a monthly basis. A subscription customer executes a contract by agreeing to the Company’s terms of service. The Company considers the subscription contract legally enforceable once the customer has accepted terms of service and the Company has received credit card authorization from the customer’s credit card company. The terms of service allow customers to terminate the subscription at any time, however, in the event of termination, no prepaid subscription fees are refundable. The Company recognizes revenue when it satisfies a performance obligation by transferring control of the promised services to the customers, which is ratably over the subscription period. Upon the customer agreeing to the Company’s terms and conditions and authorization of the credit card, the customer simultaneously receives and consumes the benefits of the streamed content ratably throughout the term of the contract. Subscription services sold through third-party app stores are recorded gross in revenue with fees to the third-party app stores recorded in subscriber related expenses in the consolidated statement of operations and comprehensive loss. Management concluded that the customers are the end user of the subscription services sold by these third-party app stores. 2. Advertising – The Company executes agreements with advertisers that want to display ads (“impressions”) within the streamed content. The Company enters into individual insertion orders (“IOs”) with advertisers, which specify the term of each ad campaign, the number of impressions to be delivered and the applicable rate to be charged. The Company invoices advertisers monthly for impressions actually delivered during the period. 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. F-16 Table of Contents 3. 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. Subscriber Related Expenses Subscriber related expenses consist primarily of affiliate distribution rights and other distribution costs related to content streaming. The cost of affiliate distribution rights is generally incurred on a per subscriber basis and is recognized when the related programming is distributed to subscribers. Subscriber related expenses also include credit card and payment processing fees for subscription revenue, customer service, certain employee compensation and benefits, cloud computing, streaming, and facility costs. The Company receives advertising spots from television networks for sale to advertisers as part of the affiliate distribution agreements. Subscriber related expenses totaled $ 1,361.0 million, $ 1,213.3 million and $ 976.4 million for the years ended December 31, 2024, 2023 and 2022, respectively. Broadcasting and Transmission Broadcasting and transmission expenses are charged to operations as incurred and consist primarily of the cost to acquire a signal, transcode, store, and retransmit it to the subscriber. Sales and Marketing Sales and marketing expenses consist primarily of payroll and related costs, benefits, rent and utilities, stock-based compensation, agency costs, advertising campaigns and branding initiatives. All sales and marketing costs are expensed as they are incurred. Advertising expense totaled $ 149.7 million, $ 151.0 million and $ 133.2 million for the years ended December 31, 2024, 2023 and 2022, respectively. Technology and Development Technology and development expenses are charged to operations as incurred. Technology and development expenses consist primarily of payroll and related costs, benefits, rent and utilities, stock-based compensation, technical services, software expenses, and hosting expenses. General and Administrative General and administrative expenses consist primarily of payroll and related costs, benefits, rent and utilities, stock-based compensation, corporate insurance, office expenses, professional fees, as well as travel, meals, and entertainment costs. Stock-Based Compensation The Company accounts for the fair value of restricted stock units using the closing market price of its common stock on the date of the grant. The Company accounts for share-based payment awards exchanged for services at the estimated grant date fair value of the award. Stock options issued under the Company’s long-term incentive plans are granted with an exercise price equal to no less than the market price of the Company’s stock at the date of grant and expire up to ten years from the date of grant. These options generally vest over a four-year period. 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. F-17 Table of Contents Expected Volatility – The Company historically has lacked sufficient company specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based primarily on the historical volatility of a publicly traded set of peer companies with consideration of the volatility of its own traded stock price. Risk-Free Interest Rate - The Company bases the risk-free interest rate on the implied yield available on U. S. Treasury zero-coupon issues with an equivalent remaining term. Expected Dividend - The Company has never declared or paid any cash dividends on its common shares and does not plan to pay cash dividends in the foreseeable future, and, therefore, uses an expected dividend yield of zero in its valuation models. The Company accounts for forfeited awards as they occur. Income Taxes The Company accounts for income taxes under the asset and liability method, in which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is required to the extent any deferred tax assets may not be realizable. ASC Topic 740, Income Taxes, (“ASC 740”), also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s consolidated financial statements. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in material changes to its financial position. Foreign Currency The Company’s reporting currency is the U.S. dollar while the functional currencies of non-U.S. subsidiaries is determined based on the primary economic environment in which the subsidiary operates. The financial statements of non-U.S. subsidiaries are translated into United States dollars in accordance with ASC 830, Foreign Currency Matters , using period-end rates of exchange for assets and liabilities, and average rates of exchange for the period for revenues, costs, and expenses and historical rates for equity. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining other comprehensive income (loss). F-18 Table of Contents Net Loss Per Share Basic net loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period. The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share data): Years Ended December 31, 2024 2023 2022 Basic loss per share: Loss from continuing operations $ ( 177,778 ) $ ( 293,102 ) $ ( 425,045 ) Less: net loss attributable to non-controlling interest 3,837 463 442 Loss from continuing operations available to common shareholders ( 173,941 ) ( 292,639 ) ( 424,603 ) Net income (loss) from discontinued operations, net of tax 1,687 5,185 ( 136,874 ) Net loss attributable to common shareholders $ ( 172,254 ) $ ( 287,454 ) $ ( 561,477 ) Shares used in computation: Weighted-average common shares outstanding 319,653,763 276,282,572 182,472,069 Basic and diluted loss per share from continuing operations $ ( 0.54 ) $ ( 1.06 ) $ ( 2.33 ) Basic and diluted income (loss) per share from discontinued operations $ — $ 0.02 $ ( 0.75 ) Basic and diluted loss per share $ ( 0.54 ) $ ( 1.04 ) $ ( 3.08 ) The following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion would have been anti-dilutive: December 31, 2024 2023 2022 Warrants to purchase common stock 166,670 166,670 166,670 Stock options 18,749,529 19,028,904 15,517,069 Unvested restricted stock units 29,741,185 22,349,609 14,575,629 Convertible notes variable settlement feature 48,771,938 6,879,543 6,966,078 Total 97,429,322 48,424,726 37,225,446 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. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . 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. F-19 Table of Contents 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. F-20 Table of Contents Note 4 - Discontinued Operations Dissolution of Fubo Gaming On October 17, 2022, the Company dissolved its wholly owned subsidiary Fubo Gaming Inc. ("Fubo Gaming"). In connection with the dissolution of Fubo Gaming, the Company concurrently ceased operation of Fubo Sportsbook. Net income (loss) from Fubo Gaming's discontinued operations consists of the following (in thousands): Years Ended December 31, 2024 2023 2022 Revenues Wagering $ — $ — $ ( 759 ) Total revenues — — ( 759 ) Operating expenses Sales and marketing — ( 59 ) 9,976 Technology and development — 17 9,220 General and administrative 275 1,370 28,481 Depreciation and amortization — 158 433 Gain on extinguishment and remeasurement of certain liabilities ( 1,962 ) ( 6,671 ) — Impairment of goodwill, intangible assets, and other long-lived assets, net — — 87,365 Total operating expenses ( 1,687 ) ( 5,185 ) 135,475 Operating income (loss) 1,687 5,185 ( 136,234 ) Other income (expense) Interest expense — — ( 598 ) Other income (expense) — — ( 42 ) Total other expense — — ( 640 ) Net income (loss) from discontinued operations before income taxes 1,687 5,185 ( 136,874 ) Income tax benefit — — — Net income (loss) from discontinued operations $ 1,687 $ 5,185 $ ( 136,874 ) 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 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. F-21 Table of Contents The carrying amounts of the major classes of assets and liabilities classified as discontinued operations are as follows (in thousands): December 31, 2024 2023 ASSETS Current assets Cash and cash equivalents $ — $ 462 Prepaid and other current assets — — Total assets - discontinued operations $ — $ 462 LIABILITIES Current liabilities Accounts payable $ — $ 2,195 Accrued expenses and other current liabilities — 17,413 Total liabilities - discontinued operations $ — $ 19,608 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. F-22 Table of Contents Note 5 - Revenue from Contracts with Customers The following tables summarize subscription revenue and advertising revenue by region (in thousands): Subscription Years Ended December 31, 2024 2023 2022 United States and Canada (North America) $ 1,466,242 $ 1,217,905 $ 882,679 Rest of world 33,859 31,674 23,207 Total subscription revenues $ 1,500,101 $ 1,249,579 $ 905,886 Advertising Years Ended December 31, 2024 2023 2022 United States and Canada (North America) $ 114,023 $ 114,247 $ 100,605 Rest of world 1,177 1,123 1,134 Total advertising revenues $ 115,200 $ 115,370 $ 101,739 Contract balances 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. As of December 31, 2024 and 2023, the Company’s contract liabilities totaled $ 98.4 million and $ 90.2 million, respectively, and are recorded as deferred revenue on the accompanying consolidated balance sheets. Transaction price allocated to remaining performance obligations The Company does not disclose the transaction price allocated to remaining performance obligations since subscription and advertising contracts have an original expected term of one year or less. Note 6 - Property and equipment, net Property and equipment, net, is comprised of the following (in thousands): December 31, Useful Lives (Years) 2024 2023 Furniture and fixtures 5 $ 693 $ 532 Computer equipment 3 - 5 6,431 3,949 Leasehold improvements Term of lease 5,304 5,302 12,428 9,783 Less: Accumulated depreciation ( 6,348 ) ( 4,948 ) Total property and equipment, net $ 6,080 $ 4,835 Depreciation expense totaled $ 1.4 million, $ 1.5 million, and $ 1.2 million for the years ended December 31, 2024, 2023, and 2022 respectively. F-23 Table of Contents Note 7 - Intangible Assets and Goodwill Intangible Assets The table below summarizes the Company’s intangible assets (in thousands): Useful Lives (Years) Weighted Average Remaining Life (Years) December 31, 2024 Intangible Assets Accumulated Amortization Net Balance Trade names 2 - 9 4.2 38,822 ( 20,784 ) 18,038 Capitalized internal use software 3 1.8 37,238 ( 16,087 ) 21,151 Software and technology 3 - 9 4.1 196,821 ( 102,307 ) 94,514 Total $ 272,881 $ ( 139,178 ) $ 133,703 Useful Lives (Years) Weighted Average Remaining Life (Years) December 31, 2023 Intangible Assets Accumulated Amortization Net Balance Customer relationships 2 0.0 $ 32,729 $ ( 32,729 ) $ — Trade names 2 - 9 5.2 38,859 ( 16,578 ) 22,281 Capitalized internal use software 3 2.3 25,770 ( 5,893 ) 19,877 Software and technology 3 - 9 5.1 196,136 ( 79,846 ) 116,290 Total $ 293,494 $ ( 135,046 ) $ 158,448 The intangible assets are being amortized over their respective original useful lives, which range from two to nine years . The Company recorded amortization expense of $ 37.1 million, $ 35.0 million, and $ 35.5 million for the years ended December 31, 2024, 2023 and 2022 including amortization related to impaired intangible assets. Intangible assets includes an impairment charge of $ 100.3 million related to the historical Facebank reporting unit. F-24 Table of Contents The estimated future amortization expense associated with intangible assets is as follows (in thousands): Future Amortization 2025 37,715 2026 35,330 2027 29,033 2028 25,305 2029 6,320 Total $ 133,703 Goodwill The following table is a summary of the changes to goodwill (in thousands): December 31, 2024 2023 Beginning balance $ 622,818 $ 618,506 Foreign currency translation adjustment ( 7,419 ) 4,312 Ending balance $ 615,399 $ 622,818 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 . F-25 Table of Contents Note 8 – Accounts Payable, Accrued Expenses and Other Long-Term Liabilities Accounts payable, accrued expenses and other long-term liabilities are presented below (in thousands): December 31, 2024 2023 Affiliate fees $ 283,953 $ 266,089 Broadcasting and transmission 10,921 13,097 Selling and marketing 22,580 33,925 Accrued compensation 11,726 13,218 Legal and professional fees 14,500 3,672 Sales tax 34,067 42,590 Guaranteed liabilities of Fubo Gaming 12,488 — Accrued interest 6,772 4,671 Subscriber related 1,568 1,624 Shares settled liability 8,424 5,131 Other 12,802 11,970 Total $ 419,801 $ 395,987 Note 9 - Income Taxes The loss before income taxes on continuing operations includes the following components (in thousands): For the Years Ended December 31, 2024 2023 2022 United States $ 178,697 $ 283,988 $ 399,941 International ( 1,578 ) 9,993 26,770 Loss before income taxes $ 177,119 $ 293,981 $ 426,711 The (provision) benefit of income taxes on continuing operations consist of the following (in thousands): For the Years Ended December 31, 2024 2023 2022 U.S. Federal Current $ — $ — $ — Deferred — 620 1,351 State and local Current ( 314 ) ( 116 ) — Deferred — 145 315 Foreign Current ( 127 ) — — Deferred ( 218 ) 230 — Income tax (provision) benefit $ ( 659 ) $ 879 $ 1,666 F-26 Table of Contents A reconciliation of the statutory federal rate on continuing operations to the Company’s effective tax rate on continuing operations is as follows: December 31, 2024 2023 2022 Federal rate 21.00 % 21.00 % 21.00 % State income taxes, net of federal benefit 3.48 2.57 0.07 Other nontaxable of nondeductible items ( 3.46 ) ( 0.05 ) — 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 ) Amortization of debt discount — — ( 0.67 ) Foreign rate differential ( 0.04 ) 0.14 0.34 Effect of changes in tax laws or rates enacted in the current period ( 0.32 ) ( 0.83 ) — Change in valuation allowance ( 20.13 ) ( 21.73 ) ( 18.94 ) Other ( 0.82 ) 0.53 ( 0.66 ) Income tax (provision) benefit ( 0.39 ) % 0.30 % 0.39 % The components of our deferred tax assets are as follows (in thousands): December 31, 2024 2023 Deferred tax assets: Net operating losses $ 384,838 $ 366,837 Accruals and deferrals 13,461 15,115 Stock-based compensation 16,984 16,235 Interest expense limitation 18,352 14,860 Leasing assets 9,023 9,375 Deferred financing fees 7,582 — Other 39 30 Total deferred tax assets 450,279 422,452 Less: Valuation allowance ( 420,749 ) ( 385,461 ) Net deferred tax assets $ 29,530 $ 36,991 Deferred tax liabilities: Intangible assets $ 21,875 $ 29,073 Property and equipment 7,643 7,688 Deferred state income tax — — Total deferred tax liabilities $ 29,518 $ 36,761 Net deferred tax assets $ 12 $ 230 F-27 Table of Contents 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. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in those periods in which temporary differences become deductible and/or net operating losses can be utilized. The Company considered all positive and negative evidence when determining the amount of the net deferred tax assets that are more likely than not to be realized. This evidence includes, but is not limited to, historical earnings, scheduled reversal of taxable temporary differences, tax planning strategies and projected future taxable income. A significant piece of objective negative evidence evaluated was cumulative loss incurred over the three-year period ended December 31, 2024. Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future growth. Based on the weight of available evidence, the Company determined that its U.S., French and Spanish deferred tax assets were not realizable on a more-likely-than-not basis and that a full valuation allowance is required. During the year ended December 31, 2024, the Company's valuation allowance increased by $ 35.3 million. As of December 31, 2024, the Company had federal net operating loss carryforwards of $ 1,458.4 million. These U.S. federal net operating loss carryforward may be subject to a substantial annual limitation under Section 382 due to ownership changes that may have occurred or that could occur in the future. Approximately $ 88.0 million of the U.S. federal net operating loss carryforwards begin to expire in 2032 to 2036, if not utilized. The remaining $ 1,370.4 million can be carried forward indefinitely but are only available to offset 80% of future taxable income. As of December 31, 2024, the Company had state net operating loss carryforwards of $ 1,091.2 million. The state net operating loss carryforward of $ 887.3 million will begin to expire in 2033 through 2044, in varying amounts if not utilized. Approximately $ 203.9 million can be carried forward indefinitely but are only available to offset 80% of future taxable income. As of December 31, 2024, the Company had foreign net operating loss carryforwards of $ 164.1 million. With the exception of the loss carryforwards attributable to the Company’s Indian subsidiary which may be carried for eight years, the foreign net operating loss carryforwards will carryforward indefinitely but are subject to a limitation on the amount that can be used to offset taxable income in a given year. Utilization of the NOL carryforwards may be subject to a substantial annual limitation due to ownership change limitations that may have occurred or that could occur in the future, as required by the Internal Revenue Code, as well as similar state provisions. In general, an “ownership change” as defined by Code Sections 382 and 383, results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by certain shareholders or public groups. 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 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. Approximately $ 1.1 million of the net operating loss carryforwards are expected to expire before the utilization. The Company follows the provisions of FASB Accounting Standards Codification (ASC 740-10), Accounting for Uncertainty in Income Taxes. ASC 740-10 prescribes a comprehensive model for the recognition, measurement, presentation and disclosure in financial statements of uncertain tax positions that have been taken or expected to be taken on an income tax return. No liability related to uncertain tax positions was required to be recorded in the financial statements as of December 31, 2024 and 2023. The Company’s policy is to recognize interest and penalties accrued on uncertain income tax positions in income tax expense in the Company’s consolidated statements of operations and comprehensive loss. The Company had not incurred any material tax interest or penalties as of December 31, 2024 and 2023. The Company does not anticipate any significant change within 12 months of this reporting date of its uncertain tax positions. F-28 Table of Contents The Company is subject to taxation in the United States and various state jurisdictions, France, Spain and India. The Company had been delinquent in filings since December 31, 2014. There are no ongoing examinations by taxing authorities at this time. The Company’s tax years 2013 through 2024 will remain open for examination by the federal and state authorities for three and four years, respectively, from the date of utilization of any net operating loss credits. The Company’s 2021 to 2024 tax years will remain open for examination by the Spain tax authority for four years starting from the day following the date of termination of the voluntary tax filing period. The Company’s 2020 - 2024 tax years remain open for examination in France. The Company's 2023-2024 tax years are open for examination by the Indian tax authority. Note 10 - Notes Payable, Long-Term Borrowing, and Convertible Notes 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 BPi France 2.25 % 1,042 — — 1,042 Other 4.0 % 30 10 — 40 $ 326,043 $ 4,294 $ 10,112 $ 340,449 Note Stated Interest Rate Principal Balance Capitalized Interest Debt Discount December 31, 2023 2026 Convertible Notes 3.25 % $ 397,500 $ — $ ( 5,752 ) $ 391,748 Note payable 10.0 % 2,700 3,585 — 6,285 BPi France 2.25 % 1,612 — — 1,612 Other 4.0 % 30 8 — 38 $ 401,842 $ 3,593 $ ( 5,752 ) $ 399,683 2026 Convertible Notes On February 2, 2021, the Company issued $ 402.5 million of convertible notes (“2026 Convertible Notes”). The 2026 Convertible Notes bear interest from February 2, 2021, at a rate of 3.25 % per annum, payable semi-annually in arrears on February 15 and August 15 of each year, beginning on August 15, 2021. The 2026 Convertible Notes will mature on February 15, 2026, unless earlier converted, redeemed, or repurchased. The net proceeds from this offering were approximately $ 389.4 million, after deducting a discount and offering expenses of approximately $ 13.1 million. The Company accounts for the 2026 Convertible Notes under ASU 2020-06 as single liability measured at amortized cost. The Company did not elect the fair value option. The initial equivalent conversion price of the 2026 Convertible Notes was $ 57.78 per share of the Company’s common stock. Holders may convert their 2026 Convertible Notes on or after November 15, 2025, until the close of business on the second business day preceding the maturity date or prior to November 15, 2025 under certain circumstances including: i. during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ended on March 31, 2021, if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day; ii. during 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; F-29 Table of Contents iii. if the Company calls any or all of the 2026 Convertible Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or iv. upon the occurrence of specified corporate events. The Company may also redeem all or any portion of the 2026 Convertible Notes after February 20, 2024 if the last reported sale price of the Company’s common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100 % of the principal amount of the 2026 Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. Upon conversion, the Company can elect to deliver cash or shares or a combination of cash or shares. If the Company undergoes a fundamental change (as defined in the Indenture), subject to certain conditions, holders of the 2026 Convertible Notes may require the Company to repurchase for cash all or any portion of their 2026 Convertible Notes at a repurchase price equal to 100 % of the principal amount of the 2026 Convertible Notes plus any accrued and unpaid interest. In addition, if a corporate event (as defined in the Indenture) occurs prior to the maturity date or if the Company issues a notice of redemption, the Company may be required 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, 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. F-30 Table of Contents 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; and (iv) on or after November 15, 2028 until the close of business on the second scheduled trading day immediately before the Maturity Date. The Company may cause all outstanding 2029 Convertible Notes to be automatically converted, subject to certain conditions, if, at any time on or after January 2, 2025, the last reported sale price of the Company’s common stock has been at least 200 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period, the last of which 20 trading days is no more than 10 trading days before the date that the Company provides the notice of forced conversion. Upon 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. Note payable The Company has recognized, through the consolidation of its subsidiary Evolution AI Corporation (“EAI”), a $ 2.7 million note payable bearing interest at the rate of 10.0 % per annum that was due on October 1, 2018 (“CAM Digital Note”). The cumulative accrued interest on the CAM Digital Note amounts to $ 3.9 million. 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, 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. F-31 Table of Contents BPi France The Company assumed through the acquisition of Molotov in December 2021, $ 2.4 million in notes bearing interest rates of 2.25 % per annum. During the year ended December 31, 2024 and 2023, the Company repaid principal of approximately $ 0.4 million and $ 0.4 million, respectively. 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. Other 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. As of December 31, 2024 and 2023, the principal balance and accrued interest totaled approximately $ 40,000 and $ 38,000 , respectively. Note 11 – Segments and Geographic Information 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): Total long-lived assets and rights-of-use assets December 31, 2024 2023 United States 165,481 190,113 Rest of world 6,139 8,995 Total revenue For the Years Ended December 31, 2024 2023 2022 United States $ 1,557,846 $ 1,309,438 $ 972,220 Rest of world 64,950 58,787 36,476 Total revenue $ 1,622,796 $ 1,368,225 $ 1,008,696 F-32 Table of Contents 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. F-33 Table of Contents 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 (in thousands): Fair valued measured at December 31, 2024 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Total Financial assets at fair value: Cash and cash equivalents Money market securities $ 111,130 $ — $ — $ 111,130 Total financial assets at fair value $ 111,130 $ — $ — $ 111,130 Fair valued measured at December 31, 2023 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Total Financial assets at fair value: Cash and cash equivalents Money market securities $ 205,074 $ — $ — $ 205,074 Total financial assets at fair value $ 205,074 $ — $ — $ 205,074 F-34 Table of Contents Note 13 - Shareholders’ Equity Authorized Share Capital 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 At-the-Market Sales Agreements 2022 ATM Program On August 4, 2022, the Company entered into an at-the-market sales agreement (the "Sales Agreement") with Evercore Group L.L.C., Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and Needham & Company, LLC, as sales agents (the “managers”) pursuant to which the Company may, from time to time, sell shares of its common stock having an aggregate offering price of up to $ 350.0 million through the managers by methods deemed to be an “at-the-market” offering as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended. The Company will pay the managers a commission for their services in acting as agents in the sale of common stock at a commission rate of up to 3 % of the gross sales price of the shares of the Company’s common stock sold through them pursuant to the Sales Agreement. The Company is not obligated to, and cannot provide any assurances that it will, make any sales of the shares under the Sales Agreement. The offering of shares of common stock pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all common stock subject to the Sales Agreement or (ii) termination of the Sales Agreement in accordance with its terms. During the 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, 2024, there was $ 112.0 million of common stock remaining available for sale under the 2022 Sales Agreemen t. F-35 Table of Contents Note 14 - Stock-Based Compensation Stock-based compensation The Company recognized stock-based compensation expense as follows (in thousands): Years Ended December 31, 2024 2023 2022 Subscriber related $ 324 $ 211 $ 144 Sales and marketing 17,341 22,886 22,198 Technology and development 12,208 12,024 9,998 General and administrative 12,637 16,094 20,114 $ 42,510 $ 51,215 $ 52,454 Equity Incentive Plans On April 1, 2020, the Company approved the establishment of the Company’s 2020 Equity Incentive Plan, as subsequently amended (the “2020 Plan”). The 2020 Plan provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares to its employees, directors and consultants. On June 17, 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. F-36 Table of Contents Time-based Stock Options The Company provides option grants to employees, directors, and consultants under the 2020 Plan. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model. A summary of stock option activity for the year ended December 31, 2024, is as follows (in thousands, except share and per share amounts): Number of Shares Weighted Average Exercise Price Total Intrinsic Value Weighted Average Remaining Contractual Life (in years) Outstanding as of December 31, 2023 10,475,607 $ 6.31 $ 6,534 5.3 Exercised ( 4,042 ) $ 0.87 Forfeited or expired ( 275,333 ) $ 12.99 Outstanding as of December 31, 2024 10,196,232 $ 6.13 $ 1,036 4.4 Options vested and exercisable as of December 31, 2024 9,610,252 $ 6.39 $ 1,036 4.3 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: December 31, 2023 Dividend yield — % Expected price volatility 49.8 % Risk free interest rate 3.9 % Expected term (years) 6.0 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. Market and Service Condition Based Stock Options A summary of activity under the Plan for market and service-based stock options for the year ended December 31, 2024 is as follows (in thousands, except share and per share amounts): Number of Shares Weighted Average Exercise Price Total Intrinsic Value Weighted Average Remaining Contractual Life (in years) Outstanding as of December 31, 2023 4,453,297 $ 12.75 $ — 3.7 Outstanding as of December 31, 2024 4,453,297 $ 12.75 $ — 2.7 Options vested and exercisable as of December 31, 2024 3,994,964 $ 11.96 $ — 2.6 Stock based compensation expense is based on the estimated value of the awards on the grant date, and is recognized over the period from the grant date through the expected vest dates of each vesting condition, both of which were estimated based on a Monte Carlo simulation model. F-37 Table of Contents There were no market and service-based options granted during the year ended December 31, 2024 and 2023. 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 A summary of the Company’s time-based restricted stock unit activity during the year ended December 31, 2024 is as follows: Number of Shares Weighted Average Grant-Date Fair Value Unvested at December 31, 2023 20,313,775 $ 3.85 Granted 15,812,986 $ 1.55 Vested ( 7,095,430 ) $ 3.65 Forfeited ( 2,321,974 ) $ 4.64 Unvested at December 31, 2024 26,709,357 $ 2.47 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. 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. 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. F-38 Table of Contents 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: Number of Shares Weighted Average Grant-Date Fair Value Unvested at December 31, 2023 2,035,834 $ 7.75 Granted 1,185,819 $ 1.55 Forfeited ( 189,825 ) $ 3.26 Unvested at December 31, 2024 3,031,828 $ 5.61 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. 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. 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. F-39 Table of Contents 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. Warrants Pursuant to the MEP Framework Agreement, on August 12, 2022, the Company issued MEP FTV a warrant to acquire 166,667 shares of the Company’s common stock with an exercise price of $ 15.00 per share. The warrant is exercisable on or prior to August 2, 2032, provided that the price per share of the Company’s common stock equals or exceeds a 30 -trading day volume weighted average closing price of $ 30.00 at any time prior to third anniversary of the grant date. The fair value of the warrant was measured on August 12, 2022, using the Monte Carlo valuation model, and the fair value totaled approximately $ 0.4 million. The derived service period was determined to be 1.7 years. 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 (in years) 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. F-40 Table of Contents Note 15 - Commitments and Contingencies Leases The following summarizes quantitative information about the Company’s operating leases (amounts in thousands, except lease term and discount rate): The components of lease expense were as follows (in thousands): Years Ended December 31, 2024 2023 2022 Operating leases Operating lease cost $ 6,974 $ 6,513 $ 5,711 Other lease cost 945 256 239 Operating lease expense 7,919 6,769 5,950 Short-term lease rent expense — 132 167 Total rent expense $ 7,919 $ 6,901 $ 6,117 Supplemental cash flow information related to leases were as follows (amounts in thousands): Years Ended December 31, 2024 2023 2022 Operating cash flows from operating leases $ 7,994 $ 5,939 $ 1,421 Right of use assets exchanged for operating lease liabilities $ — $ 3,062 $ 4,312 Weighted average remaining lease term - operating leases 9.1 years 9.9 years 11.3 years Weighted average remaining discount rate - operating leases 7.7 % 7.8 % 7.4 % Maturities of the Company’s operating leases from continuing operations, are as follows (in thousands): Year Ended December 31, 2025 $ 7,751 Year Ended December 31, 2026 5,991 Year Ended December 31, 2027 4,831 Year Ended December 31, 2028 4,403 Year Ended December 31, 2029 4,403 Thereafter 27,334 Total 54,713 Less present value discount ( 16,738 ) Operating lease liabilities $ 37,975 During the year ended December 31, 2022, the Company recorded an impairment charge of approximately $ 2.3 million for the right of use asset balances recorded in connection with Fubo Gaming (See Note 4). F-41 Table of Contents Other Contractual Obligations The Company is a party to several non-cancelable contracts with vendors and licensors for marketing and other strategic partnership related agreements where the Company is obligated to make future minimum payments under the non-cancelable terms of these contracts as follows (in thousands): Annual Sponsorship Agreements Year Ended December 31, 2025 $ 3,275 Year Ended December 31, 2026 3,325 Year Ended December 31, 2027 3,425 Year Ended December 31, 2028 3,525 Year Ended December 31, 2029 3,575 Thereafter 9,150 Total $ 26,275 Sports Rights Agreements The Company entered into various sports right agreements to obtain programming rights to certain live sporting events. Future payments under these agreements are as follows: Year Ended December 31, 2025 $ 39,128 Year Ended December 31, 2026 32,018 Year Ended December 31, 2027 23,558 Year Ended December 31, 2028 4,583 Total $ 99,287 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 The Company is subject to certain legal proceedings and claims that arise from time to time in the ordinary course of its business, including relating to business practices and patent infringement. Litigation can be expensive and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict and the Company’s view of these matters may change in the future as the litigation and events related thereto unfold. When the Company determines that a loss is both probable and reasonably estimable, a liability is recorded and disclosed if the amount is material to the financial statements taken as a whole. When a material loss contingency is only reasonably possible, the Company does not record a liability, but instead discloses the nature and the amount of the claim, and an estimate of the loss or range of loss, if such an estimate can reasonably be made. Legal expenses associated with any contingency are expensed as incurred. The Company is engaged in discussions with certain third parties regarding patent licensing matters. The Company is not able to reasonably estimate whether it will be able to reach an agreement with these parties or the amount of potential licensing fees, if any, it may agree to pay in connection with these discussions, but it is possible that any such amount could be material. F-42 Table of Contents Legal Proceedings The Company is, and may in the future be, involved in various legal proceedings arising from the normal course of business activities. Although the results of litigation and claims cannot be predicted with certainty, currently, the Company believes that the likelihood of any material adverse impact on the Company’s consolidated results of operations, cash flows or our financial position for any such litigation or claims is remote. Regardless of the outcome, litigation can have an adverse impact on the Company because of the costs to defend lawsuits, diversion of management resources and other factors. DISH Technologies, LLC, et al. v. fuboTV Media Inc., No. 1:23-cv-00986 (D. Del.) On September 6, 2023, DISH Technologies L.L.C. and Sling TV L.L.C. (collectively, “DISH”) filed a complaint in the District of Delaware alleging that fuboTV Media Inc. (“fuboTV Media”) infringes eight of DISH's patents by streaming video through a fuboTV Media application and seeking damages and injunctive relief. On December 14, 2023, following a series of stipulated extensions, fuboTV Media filed a motion to dismiss the complaint asserting that DISH’s patents are invalid. A hearing was held on March 25, 2024. On May 7, 2024, DISH filed a motion for leave to file a First Amended Complaint to assert more claims. The district court granted this motion on May 21, 2024, and denied-as-moot fuboTV Media’s motion to dismiss. fuboTV Media also filed petitions 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. F-43 Table of Contents FuboTV Inc. and FuboTV Media Inc. vs. The Walt Disney Company, ESPN, Inc., ESPN Enterprises, Inc., Hulu, LLC, Fox Corporation, and Warner Brothers Discovery, Inc. On February 20, 2024, the Company filed a lawsuit in the U.S. District Court for the Southern District of New York asserting federal and state antitrust claims against The Walt Disney Company (“Disney”), ESPN, Inc. and ESPN Enterprises, Inc. (collectively, “ESPN”), Hulu, LLC (“Hulu”), Fox Corporation (“Fox”), and Warner Brothers Discovery, Inc. (“WBD”). 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. Ill.); Perez, et al., v. fuboTV, Inc., No. 0:23-cv-61961 (S.D. Fla.); Beasley v. fuboTV, Inc., No. 1:24-cv-00711 (S.D.N.Y). The 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. F-44 Table of Contents Note 16 - Subsequent Events 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. F-45 Table of Contents 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. v. 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. F-46