8-K/A - FUBO - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K/A

(AmendmentNo. 1)

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

of

the Securities Exchange Act of 1934

Dateof report (Date of earliest event reported): October 29, 2025

FUBOTV

INC.

(Exactname of registrant as specified in its charter)

Delaware	001-39590	26-4330545
(State or other jurisdiction<br><br> <br>of incorporation)	(Commission<br><br> <br>File Number)	(IRS Employer<br><br> <br>Identification Number)

1290Avenue of the Americas

New York, NY 10104

(Addressof principal executive offices) (Zip Code)

(212)672-0055

(Registrant’stelephone number, including area code)

N/A

(FormerName or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br><br> <br>Symbol(s)	Name of each exchange on which registered
Class<br>A Common Stock, par value $0.0001 per share	FUBO	New<br> York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory

Note

On October 29, 2025, FuboTV Inc. (the “Company” or “Fubo”), The Walt Disney Company (“Disney”) and Hulu, LLC (“Hulu”) consummated the transactions contemplated by the Business Combination Agreement, dated as of January 6, 2025 (the “Business Combination Agreement”), by and among Fubo, Disney and Hulu, pursuant to which the parties combined Fubo’s business with Disney’s Hulu + Live TV business (such transactions, collectively, the “Transaction”), as previously disclosed on a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on October 30, 2025 (the “Original Form 8-K”).

This Amendment No. 1 to the Original Form 8-K (the “Amendment”) is being filed to provide the financial statements and pro forma financial information required by Item 9.01 of Form 8-K and the supplemental disclosure described in Item 8.01 of this Amendment. As used herein, the “Hulu Live Business” refers to the HL Business (as defined in the Original Form 8-K).

The pro forma financial information included in this Amendment has been presented for informational purposes only, as required by Form 8-K. It does not purport to represent the actual results of operations that Fubo and the Hulu Live Business would have achieved had the Transaction been consummated prior to the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve after completion of the Transaction. The pro forma financial information accounts for the Transaction as a reverse acquisition using the acquisition method of accounting in accordance with generally accepted accounting principles in the United States.

Except as described above, no other changes have been made to the Original Form 8-K.

Item8.01. Other Events.

In connection with the Transaction, the Company is providing the following supplemental disclosure solely for informational purposes:

●	Exhibit<br> 99.1 filed with this Amendment includes the disclosure required by Part I, Item 1 (Business) of Form 10-K (the “Supplemental<br> Business Information”), giving effect to the Transaction.
●	Exhibit<br> 99.2 filed with this Amendment includes the disclosure required by Part II, Item 7 (Management’s Discussion and Analysis of<br> Financial Condition and Results of Operations) of Form 10-K, provided with respect to the Hulu Live Business for the fiscal years<br> ended September 27, 2025, September 28, 2024 and September 30, 2023 (the “Supplemental Hulu Live MD&A”).

This Amendment (including the exhibits hereto) does not revise or update any section or subsection of the Company’s periodic filings, including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and is not an amendment to, or a restatement of, such filings.

Item9.01 Financial Statements and Exhibits.

(a)

The audited combined financial statements of the Hulu Live Business as of and for the fiscal years ended September 27, 2025, September 28, 2024 and September 30, 2023 and the related notes are filed as Exhibit 99.3 hereto and are incorporated herein by reference.

(b)

The unaudited pro forma condensed combined balance sheet as of September 27, 2025, and the unaudited pro forma condensed combined statement of operations for the fiscal year ended September 27, 2025 are filed as Exhibit 99.4 hereto and are incorporated herein by reference.

(d) Exhibits

Exhibit No.	Description
23.1	Consent of PricewaterhouseCoopers LLP (as to the Hulu Live Business financial statements)
99.1	Supplemental Business Information
99.2	Supplemental Hulu Live MD&A
99.3	Audited combined financial statements of the Hulu Live Business as of and for the fiscal years ended September 27, 2025, September 28, 2024 and September 30, 2023
99.4	Unaudited<br> pro forma condensed combined financial information as of and for the fiscal year ended September 27, 2025
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

Forward-LookingStatements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally include statements regarding our future results of operations and financial position, liquidity and anticipated cash requirements, industry and business trends, stock-based compensation, revenue recognition, our business strategy, our objectives for future operations, including related to investment in our technologies and data capabilities and anticipated growth areas, subscriber acquisition strategies, anticipated benefits of our commercial services agreement with Hulu, and the anticipated benefits and synergies from the Transaction. All statements other than statements of historical facts contained in this communication may be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “outlook,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this communication are only predictions. Fubo’s management has based these forward-looking statements largely on their current expectations and projections about future events and financial trends that management believes may affect its business, financial condition and results of operations. These statements are neither promises nor guarantees and involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from what is expressed or implied by the forward-looking statements, including, but not limited to: our ability to achieve or maintain profitability; risks related to our access to capital and fundraising prospects to fund our financial operations and support our planned business growth; risks related to the integration of the Hulu Live Business; risks related to our organizational structure following completion of the Transaction; our revenue and gross profit are subject to seasonality; our operating results may fluctuate; our ability to effectively manage our growth; risks related to the Transaction; the long-term nature of our content commitments; our ability to renew our long-term content contracts on sufficiently favorable terms; our ability to attract and retain subscribers; risks related to our commercial arrangements with Hulu; obligations imposed on us through our agreements with certain distribution partners; our ability to license streaming content or other rights on acceptable terms; the restrictions imposed by content providers on our distribution and marketing of our products and services; our reliance on third party platforms to operate certain aspects of our business; risks related to the difficulty in measuring key metrics related to our business; risks related to preparing and forecasting our financial results; risks related to the highly competitive nature of our industry; risks related to our technology, as well as cybersecurity and data privacy-related risks; risks related to our conversion to a Delaware corporation and our status as a “controlled company”; risks related to ongoing or future legal proceedings; and other risks, including the effects of industry, market, economic, political or regulatory conditions, future exchange and interest rates, and changes in tax and other laws, regulations, rates and policies. In addition, a number of important factors could cause our actual future results and other future circumstances to differ materially from those expressed in any forward-looking statements, including but not limited to those important factors discussed in Part II, Item 1A “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, as any such factors may be updated from time to time in its other filings with the SEC, accessible on the SEC’s website at www.sec.gov and on our investor relations site at https://ir.fubo.tv. Forward-looking statements speak only as of the date they are made and, except as may be required under applicable law, we do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FUBOTV<br> INC.
Date:<br> December 23, 2025	By:	/s/ David Gandler
		David<br> Gandler
		Chief<br> Executive Officer

Exhibit23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-277677) and S-8 (No. 333-225919, 333-229231, 333-239846, 333-251399, 333-253951, 333-266670, 333-273775, 333-281274 and 333-289506) of FuboTV Inc. of our report dated December 23, 2025 relating to the financial statements of the Hulu Live Business, which appears in this Current Report on Form 8-K.

/s/ PricewaterhouseCoopers LLP

Los Angeles, California

December 23, 2025

Exhibit99.1

OurBusiness

OnOctober 29, 2025 (the “Closing Date”), we, The Walt Disney Company (“Disney”) and Hulu, LLC (“Hulu”)completed the previously announced business combination (the “Business Combination”), contemplated by the Business CombinationAgreement, dated as of January 6, 2025 (the “Business Combination Agreement”), by and among FuboTV Inc., Disney andHulu, which combined our existing Fubo business with Disney’s Hulu + Live TV business (the “Business CombinationClosing”). The Hulu + Live TV business (the “Hulu Live Business”) consists of certain assets (the “HL BusinessAssets”) related to the business of negotiating and administering carriage agreements and similar contracts relating to and forthe purpose of the retransmission, distribution, carriage, display or broadcast of any programming service, channel or network on Hulu’slinear multi-channel subscription video programming distribution service component of the offering known as “Hulu + Live TV”(such service, the “Hulu Live Service”). Following the Business Combination Closing, Hulu (and Disney, through its indirectownership of Hulu) collectively owns and controls approximately 70% of the voting interest in us. For a further description of theBusiness Combination, and the transactions contemplated thereby, see “Corporate Information” and “Certain CommercialArrangements with Hulu” below.

Asused herein, the words “we,” “our,” “us,” and the “Company” refer to FuboTV Inc., a Delawarecorporation, and our subsidiaries.

Overview

We are a consumer-first live TV streaming company with a mission to deliver premium sports, news and entertainment programming through a best-in-class user experience that offers greater choice, flexibility and value. In recent years, live TV streaming has disrupted the traditional “Pay TV” model of linear video delivered via cable or satellite streaming platforms for a paid subscription fee. This disruption has shifted billions of dollars in subscription and advertising revenue from cable and satellite providers to over-the-top (“OTT”) streaming platforms, as evidenced by the rate of traditional Pay TV cord-cutting in the United States. We believe there is a significant opportunity for us to continue to capitalize on this trend as we operate as a non-traditional Pay TV company with a focus on OTT streaming. Upon the Business Combination Closing, we became the sixth largest Pay TV company^1^ in the United States with nearly six million paid subscribers as of such date.

OurOfferings

In the United States, we offer consumers a broad array of programming focused on sports, news and entertainment through Fubo-branded and Hulu Live-branded services, both live and on-demand, including tens of thousands of live sporting events. Outside the United States, we operate live TV streaming services in Canada, France and Spain. Our content can be accessed through streaming devices including Smart TVs, mobile phones, tablets and computers. Through our offerings, we provide consumers multiple options from “skinny” services with a number of targeted channels to more robust services at varying price points, delivering broad choice and flexibility to consumers.

^1^UBS Estimates as of June 30, 2025

FuboOffering

Our Fubo-branded offerings (collectively, the “Fubo Service”) delivers subscribers a sports-first, live TV streaming platform with the option to purchase incremental features (“Attachments”), including additional content and/or enhanced functionality, best suited to their preferences. The Fubo Service, including Fubo Sports, Pro, Elite and Latino, boasts a broad mix of top Nielsen-ranked channels across sports, news, and entertainment. The Fubo Sports service, launched in 2025, offers a focused service with 20+ sports and broadcast networks featuring national and local pro and college team coverage.

The Fubo Service runs on our proprietary technology platform (the “Fubo platform”) built specifically for live TV and sports viewership, leveraging our first-party data, which enables us to consistently introduce new features and functionalities. Our video delivery platform caters to all major sports leagues and entertainment content owners. For example, Apple TV and certain Roku users can enjoy MultiView, allowing them to select and watch up to four live streams simultaneously. Our direct-to-consumer model provides deep insight by capturing billions of data points monthly. This data set drives continuous innovation and informs our enhanced user experience, product roadmap and content strategy. By analyzing this data, we can personalize live and on-demand content discovery in real-time, creating relevant suggestions for each subscriber. We believe our sports-first, live TV streaming platform offers both programmers and advertisers a growing and valuable live audience, deeply engaged with premium content and increasingly difficult to reach through traditional channels.

HuluLive Offering

Our Hulu Live Business primarily consists of negotiating and administering programming agreements for live TV content and licensing such content to Hulu for distribution via the Hulu Live Service. Pursuant to our commercial services agreement with Hulu, the Hulu Live Service is distributed to subscribers via the Hulu platform, in exchange for a wholesale fee payable by Hulu to us. For more information, see “Certain Commercial Arrangements with Hulu” below.

The Hulu Live Service delivers subscribers a wide range of live TV programming currently featuring 90+ sports, news, entertainment and kids’ channels, including the four major broadcast networks, ABC, CBS, FOX and NBC. It is currently offered both as a standalone service and as part of a bundle with Hulu’s subscription video-on-demand (“SVOD”) direct-to-consumer service, Disney+ and ESPN Unlimited, and subscribers can also customize their plan with the option to purchase additional Attachments. The distribution of the Hulu Live Service on the Hulu platform, including the related subscription revenue, as well as the development, acquisition and distribution of non-live and live TV content in connection with Hulu’s SVOD service (and any premium add-on services thereto) is outside of the operations of the Hulu Live Business owned by us.

InternationalOffering

Outside the United States, we currently operate in Canada, France and Spain. In Canada, the Fubo Service provides a sports-focused live TV streaming platform that includes certain exclusive soccer rights for the English Premier League, Serie A, Coppa Italia and other competitions. In France, we own and operate Molotov, a live TV streaming platform, offering both a free, ad-supported content tier and a paid streaming service.

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CertainCommercial Arrangements with Hulu

In connection with the Business Combination Closing, we entered into certain commercial agreements with Hulu including a commercial services agreement and brand licensing agreement, pursuant to which, among other things:

●	we<br> granted to Hulu the right, license and obligation to distribute the Hulu Live Service via the Hulu platform on a wholesale basis,<br> pursuant to which, during the term of the commercial services agreement, Hulu pays us fees initially equal to 95% of the Hulu Live<br> Business’s carriage fee expenses in calendar year 2025 and 2026, escalating to 97.5% in calendar year 2027 and 99% in calendar<br> year 2028 and thereafter;
●	we<br> agreed to bear the cost of marketing expenses for the Hulu Live Service in accordance with an agreed budget, and Hulu is responsible<br> for all marketing execution for the Hulu Live Service in consultation with us;
●	Hulu<br> or its affiliates continue to own and operate the Hulu and Disney platforms on which the Hulu Live Service is distributed and will<br> exclusively sell and administer subscriptions to the Hulu Live Service, as well as each add-on thereto, and retain subscription revenue;
●	certain<br> affiliates of Disney agreed to sell ads on behalf of us for the Fubo Service and the Hulu Live Service in exchange for a portion<br> of ad sale revenue; and
●	Hulu<br> agreed to license the Hulu Live Service-specific brands to us for use in the Hulu Live Business.

The commercial services agreement provides for an initial term of five years, renewable for an additional five-year term by mutual agreement.

IndustryOverview

Streaming services have experienced rapid growth in adoption as consumers engage with streaming video and audio through a variety of devices, including connected TVs, mobile phones, and tablets. While traditional Pay TV still accounts for a meaningful share of Pay TV viewing hours for U.S. households, the proportion is declining as customers continue to cut the cord. We believe consumers are increasingly favoring the superior customer experience, competitive pricing, and better value of OTT streaming services as compared to traditional Pay TV services.

Sports and news content have been a key driver for traditional Pay TV operators to retain and grow audiences. Historically, most streaming subscription services primarily focused on entertainment content offerings, requiring sports fans to, until recent years, remain tethered to the traditional Pay TV ecosystem. Now, sports fans and others are increasingly seeking OTT offerings, which positions the Company well to provide consumers attractive streaming offerings featuring an enhanced live sports and entertainment viewing experience.

OurBusiness Model

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

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

●	Grow<br> our paid subscriber base across our offerings
●	Optimize<br> our content portfolio, product features, engagement and retention to improve unit economics and expand subscriber lifetime value
●	Drive<br> monetization through subscription pricing, Attachment sales and advertising, and, with respect to our Hulu Live Business, through<br> our wholesale fee arrangement under a commercial services agreement with Hulu, pursuant to which, during the term of such agreement,<br> Hulu pays us fees initially equal to 95% of the Hulu Live Business’s carriage fee expenses in calendar year 2025 and 2026,<br> escalating to 97.5% in calendar year 2027 and 99% in calendar year 2028 and thereafter.

●

Grow our paid subscriber base across our offerings

●

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

●

Drive monetization through subscription pricing, Attachment sales and advertising, and, with respect to our Hulu Live Business, through our wholesale fee arrangement under a commercial services agreement with Hulu, pursuant to which, during the term of such agreement, Hulu pays us fees initially equal to 95% of the Hulu Live Business’s carriage fee expenses in calendar year 2025 and 2026, escalating to 97.5% in calendar year 2027 and 99% in calendar year 2028 and thereafter.

Seasonality

We typically generate significantly higher levels of revenue and subscriber additions in the fourth (July - September) and first (October

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

OurGrowth Strategies

We believe streaming has begun to surpass traditional Pay TV in several key areas, including content choice, ease of access and use across devices, product features and attractive pricing to consumers. Our growth strategy includes acquiring subscribers who view our offerings as a compelling sports, news and entertainment alternative to traditional Pay TV. We seek to actively engage those subscribers by providing a user experience that offers greater choice, flexibility and value, compared to traditional Pay TV providers. We believe we are well-positioned for future growth through our execution on the following strategies:

●

Efficient Subscriber Growth: Upon the Business Combination Closing, the Company had nearly six million paid subscribers in North America (United States and Canada). As of September 30, 2025, we had approximately 342,000 subscribers in the Rest of World (Spain and France). We utilize a broad range of subscriber acquisition channels and tactics designed to optimize marketing spend and efficiently acquire and retain subscribers. We continue to utilize and analyze the data we have collected to help us become more efficient with our marketing campaigns relative to spend. In addition, under our commercial services agreement, Hulu continues to sell and administer subscriptions in consultation with us for the Hulu Live Business.

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| --- | | ● | Advertising Revenue Expansion: Advertising revenue is an important growth lever in our business model. Improvements to our content portfolio, user interface, navigational elements, content merchandising and targeting capabilities, combined with changes in customer behavior and growth in our subscriber base, have contributed to increased overall viewership and advertising revenue opportunities over time. We have also introduced various ad formats, including pause ads, gamified ads, transactional ads and proprietary branded content activations, such as The Marquee and The Triple Play, which are designed to drive greater engagement and reinforce the stickiness of connected TV ad formats. Collectively, these have resulted in increased advertising opportunities and monetization over time. Following the Business Combination, certain affiliates of Disney now sell advertising for the Fubo Service and the Hulu Live Service pursuant to a commercial services agreement in exchange for a portion of advertising revenue. We expect to continue to invest in advertising technology and data capabilities to support advertising sales conducted by affiliates of Disney on our behalf. | | --- | --- | | ● | Continuous Content Portfolio Optimization with Disciplined Cost Management: Leveraging our direct-to-consumer relationship and detailed viewership data, we believe we can better optimize our content mix across our offerings to best suit our subscribers’ interests. By using data insights into how subscribers discover and consume content across our offerings, we seek to enhance the user experience while improving unit economics by balancing the aggregation and packaging of attractive sports and entertainment programming with discipline around content acquisition and licensing costs. | | ● | Continued Investment in Technology and Product: We believe our unique combination of technology and content sets the Fubo platform apart. We continue to invest in building a scalable infrastructure designed to power subscriber acquisition, content discovery and a delightful user experience. We emphasize interactive features on the Fubo platform that empower users to transform from passive viewers to active participants. Moreover, we believe our integration of the Fubo platform and Molotov platform into a single unified platform will continue to drive significant efficiencies, and support increased product development velocity and innovation. | | ● | Business Combination Synergy Realization: Following the Business Combination, we expect to realize certain cost, revenue and operational synergies over time, including through content cost savings achieved by increased scale and more flexible programming packaging, advertising optimization and sales and marketing opportunities. | | ● | International Expansion: Outside of the United States, we currently operate in Canada, France and Spain. We believe there remains an opportunity to expand internationally. |

IntellectualProperty

Our intellectual property is an essential and valuable element of our business. We rely on a combination of patent, trademark, copyright and other intellectual property laws, confidentiality agreements and license agreements to protect and enforce our intellectual property rights. We also license certain third-party technology and intellectual property for use in conjunction with our products.

We believe that our continued success depends on hiring and retaining highly capable and innovative employees, especially as it relates to our engineering base. It is our policy that our employees and independent contractors involved in intellectual property development are required to sign agreements acknowledging that all inventions, trade secrets, works of authorship, developments and other processes generated by them on our behalf are our property and assigning to us any ownership that they may claim in those works. Despite our precautions and policies, it may be possible for third parties to obtain and use without consent intellectual property that we own or license. Unauthorized use of our intellectual property by third parties, and the expenses incurred in protecting our intellectual property rights, may adversely affect our business, financial condition and results of operations.

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Patentsand Registered Designs

As of December 1, 2025, we had five issued U.S. utility patents, three U.S. pending utility patent applications, five granted foreign utility patents, sixteen foreign utility patent applications, and eighteen granted foreign design registrations in three jurisdictions. The issued U.S. utility patents expire in 2038 and 2041, the U.S. utility patent applications, if granted, will expire in 2041 and 2045, the granted foreign utility patents will expire on dates ranging from 2033 to 2038, the foreign utility patent applications, if granted, will expire on dates ranging from 2033 to 2041, and the foreign design registrations will expire on dates ranging from 2035 to 2045. Although we actively attempt to utilize patents to protect our technologies, we believe that none of our patents, individually or in the aggregate, are material to our business. We will continue to file and prosecute patent applications when appropriate to attempt to protect and enforce our rights in our proprietary technologies. However, there can be no assurance that our patent applications will be approved, that any patents issued will adequately protect our intellectual property, or that such patents will not be challenged by third parties or held to be invalid or unenforceable.

Trademarks

We also rely on several registered and unregistered trademarks to protect our brand and business. As of December 1, 2025, we had thirty-eight trademarks registered globally and two trademark applications. “fuboTV” and “FUBO” are registered trademarks in the United States and the European Union.

Competition

The Pay TV streaming market continues to grow and evolve as more viewers shift from traditional Pay TV to OTT streaming. There is significant competition in the live TV market for users, advertisers, and broadcasters. We principally compete with traditional Pay TV operators, such as DirecTV, Comcast, Cox and Altice, along with other digital multichannel video programming distributors (“DMVPDs”), such as YouTube TV, DirecTV and Sling TV. We also compete with network-operated direct-to-consumer streaming services, such as Peacock and Paramount+, as well as new offerings from traditional Pay TV operators, such as Comcast’s Xfinity Sports & News and DirecTV mySports, meant to offer a DMVPD-like product.

We compete on various factors to acquire and retain subscribers. These factors include quality and breadth of content offerings, especially within live sports; product features; user experience and engagement; brand awareness in the market; product pricing; and a competitive value proposition. Many users have multiple subscriptions to various Pay TV and streaming services and allocate time and money between them. Thus, while the presence of these competitors in the market has helped to boost consumer awareness of TV streaming, contributing to the growth of the overall market, their resources and brand recognition present substantial competitive challenges.

We also face competition for advertisers, which in part depends on our ability to scale our subscriber base. Pursuant to the commercial services agreement entered into in connection with the Business Combination, certain affiliates of Disney will sell ads on behalf of us for the Fubo Service and the Hulu Live Service in exchange for a portion of ad sale revenue. As a result, a portion of our business model depends on the marketing and sale of advertising inventory across our offerings pursuant to such agreement. We compete for advertising spend based in part on the scale and engagement of our subscriber base and on the effectiveness and return on investment of campaigns on our services relative to other digital advertising platforms, including mobile and web. Additionally, advertisers continue to allocate a substantial portion of their budgets to offline channels, and we therefore also compete with traditional media platforms such as traditional Pay TV and radio.

Furthermore, we compete to attract and retain content programmers. Our ability to license content from such programmers depends on the scale of our subscriber base as well as the economics and terms of the carriage and distribution agreements.

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OurPeople and Human Capital Management

WhoWe Are

We are an inclusive group of individuals, creatives, technologists, analysts and more. Some of us love sports, some binge the news, others prefer rom-coms. But we are united by a common mission — building a consumer-first live TV streaming company delivering premium sports, news and entertainment programming through a best-in-class user experience that offers greater choice, flexibility and value.

As of December 1, 2025, we had approximately 510 employees globally, of which approximately 340 were located in North America and approximately 170 were located in Europe and India. Additionally, we rely on independent contractors and temporary personnel to supplement our workforce from time to time. We have not experienced any work stoppages, and we consider our relationship with our employees to be good. Our French employees are covered by the national collective bargaining agreement for the consulting and engineering activities in France. None of our other employees in the United States or internationally are represented by a labor union or covered by a collective bargaining agreement.

OurValues and Talent Development

We view our employees as central to the success of our business and achieving our mission. We onboard new employees with training programs on our values, certain aspects of our business, and important policies, including our Code of Business Conduct and Ethics. We also value ongoing development and continuous learning, and strive to support and provide enriching opportunities to our employees. Throughout the year we monitor employee engagement and provide periodic training and informational sessions on our business and policies, including security awareness, through a variety of forums, including all-hands meetings, senior leadership fireside chats and company-wide newsletters. Management uses input collected during these sessions to ensure ongoing awareness of employees’ needs and improve activities aimed to serve our customers. Collectively through these initiatives we aim to foster engagement and transparency with our employees, and to keep our employees well-informed on our business goals to enhance alignment, collaboration, and a shared sense of purpose among our employees.

Inclusionand Belonging

We prioritize building an inclusive, equitable, and empowered team representing a mix of backgrounds, industries, skills, and levels of experience. We believe the different backgrounds, traditions, views and talents each of our employees brings to us enrich the company as a whole and will help us achieve executional excellence. In 2020, we formed a council comprised of different team members throughout various levels of the organization, who recommend and help organize and celebrate both engagement and inclusion initiatives within the company. We are focused on creating and maintaining a workplace free from discrimination or harassment on the basis of race, religion, religious creed, color, ethnic or national origin, ancestry, gender, sexual orientation, age, marital status, military service or veteran status, disability, medical condition, or any other status protected by applicable law. Our policies and compliance trainings prohibit such workplace discrimination and harassment, and all our employees are expected to exhibit and promote honest, ethical, and respectful conduct in the workplace.

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Compensationand Benefits

Our compensation programs and benefits packages are designed to attract, retain and motivate exceptional talent who possess the skills necessary to drive our business objectives, assist in the achievement of our strategic goals and create long-term value for our shareholders. We offer employees compensation packages designed to be competitive that include base salary, and, depending on the role, business function and geographic market, performance-based cash bonuses, commissions, long-term incentive equity, and performance-based equity. We are proud that we have granted equity to the majority of our employees across all levels of the organization as part of their total compensation package. We believe this fosters a stronger sense of ownership and further aligns our employees’ interests with the interest of our shareholders. In addition to our compensation programs, we offer a variety of benefits to our employees, which can include 401(k) plan with matching, health (medical, dental and vision) insurance, life insurance, paid time off, paid parental leave, a referral bonus program and company-sponsored short-term and long-term disability. We believe that a competitive compensation and benefits program with both short-term and long-term award opportunities, including awards tied to the achievement of meaningful performance metrics, allows us to align employees with shareholder interests.

Healthand Safety

We are committed to the health and safety of our employees, and continue to adapt to ever-changing workplace and workforce dynamics. The majority of our employees have adopted a hybrid work schedule (consisting of both in-person work and working from home); however some of our employees continue to work remotely full-time, and, in the long term, we expect some personnel to continue to do so on a regular basis. We are focused on building capabilities to support a variety of work styles where individuals, teams, and our business can be successful. We have invested in programs that help support our employees’ day-to-day wellness needs and goals including access to professional counselors, health coaching and advocacy services. We also maintain a whistleblower hotline through which employees can report health and safety risks.

GovernmentRegulation

Our business and our devices and platform are subject to numerous domestic and foreign laws and regulations covering a wide variety of subject matters. These include general business regulations and laws, as well as regulations and laws specific to providers of Internet-delivered streaming services and Internet-connected devices. New or modified laws and regulations in these areas may have an adverse effect on our business. The costs of compliance with these laws and regulations are high and are likely to increase in the future. We anticipate that several jurisdictions may, over time, impose greater financial and regulatory obligations on us. If we fail to comply with these laws and regulations, we may be subject to significant liabilities and other penalties. Additionally, compliance with these laws and regulations could, individually or in the aggregate, increase our cost of doing business, impact our competitive position relative to our peers, and otherwise have an adverse impact on our operating results. For additional information about the impact of government regulations on our business, see “Risk Factors—Risks Related to Regulation” and “Risk Factors—Risks Related to Privacy, Consumer Protection and Cybersecurity” in Part II, Item 1A in our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the Securities and Exchange Commission (“SEC”) on November 3, 2025.

DataProtection and Privacy

We are subject to various laws and regulations covering the collection, use, access to, confidentiality and security of health-related and other personal information, and additional laws could apply in the future to our operations or the operations of our partners. These laws and regulations, and their application to our business, are increasingly shifting and evolving. In the United States, numerous federal and state laws and regulations, including data breach notification laws, health information privacy and security laws and consumer protection laws and regulations govern the collection, use, disclosure, and protection of health-related and other personal information. In addition, certain foreign laws govern the privacy and security of personal data, including health-related data. Any actual or perceived failure to comply with these laws and regulations may result in investigations, claims and proceedings, regulatory fines or significant civil and/or criminal penalties, damages for breach of contract, or orders that require us to change our business practices, including the way we process data.

For additional information about the impact of data protection and privacy regulations on our business, see “Risk Factors—Risks Related to Privacy, Consumer Protection and Cybersecurity” in Part II, Item 1A in our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the SEC on November 3, 2025.

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CorporateInformation

We were originally incorporated in 2009 as a Florida corporation. On the Closing Date, in connection with the Business Combination described below, we converted from a Florida corporation to a Delaware corporation and changed our name from fuboTV Inc. to FuboTV Inc. As part of the conversion, all of our issued and outstanding shares of common stock were automatically converted into issued and outstanding shares of Class A common stock, par value $0.0001 per share, and we created a new class of shares of Class B common stock of FuboTV Inc., par value $0.0001 per share.

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

Our principal executive offices are located at 1290 Avenue of the Americas, 9th Floor, New York, New York 10104, and our telephone number is (212) 672-0055.

AvailableInformation

Our internet website address is www.fubo.tv. At the Investor Relations page of our website, ir.fubo.tv, we make available free of charge a variety of information for investors, including our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports, as soon as reasonably practicable after we electronically file that material with or furnish it to the SEC.

We announce material information to the public through filings with the SEC, the investor relations page on our website, press releases, our or our Chief Executive Officer’s X accounts (@fuboTV; @fuboTV_PR; @DavidGandler), our Instagram account (@fubotv), our Facebook page (www.facebook.com/fuboTV), our LinkedIn page (www.linkedin.com/company/fubotv/), public conference calls, and webcasts in order to achieve broad, non-exclusionary distribution of information to the public and for complying with our disclosure obligations under Regulation FD. We encourage investors, the media, and others to follow the channels listed above and to review the information disclosed through such channels. Any updates to the list of disclosure channels through which we will announce information will be posted on the investor relations page on our website.

Except as specifically indicated otherwise, the information found or available by hyperlink on our website or any other outlets we identify from time to time is not and shall not be deemed to be part of this or any other report we file with, or furnish to, the SEC.

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Exhibit99.2

MANAGEMENT’SDISCUSSION AND ANALYSIS

OFFINANCIAL CONDITION AND RESULTS OF OPERATIONS

Thefollowing Management’s Discussion and Analysis (“MD&A”) for the fiscal years ended September 27, 2025, September28, 2024 and September 30, 2023 should be read in conjunction with, and as a supplement to, our historical combined financial statementsand the accompanying notes thereto (the “Combined Financial Statements”) and our unaudited pro forma condensed combined financialinformation and the accompanying notes thereto (the “Pro Forma Financial Information”) each of which is attached as an exhibitto, and incorporated by reference in, the Current Report on Form 8-K/A in which this MD&A appears, filed by FuboTV Inc.(“Fubo”)with the Securities and Exchange Commission on December 23, 2025 (the “Fubo Form 8-K/A”). The following MD&Arelates to the Hulu Live Business (“we”, “us”, “our”). The following discussionmay contain forward-looking statements. Actual results could differ materially from those discussed in these forward-looking statements.Factors that could cause or contribute to these differences include those factors discussed below, in the section of the FuboForm 8-K/A captioned “Forward-Looking Statements,” and in Part II, Item 1A, “Risk Factors” of Fubo’sQuarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 filed by Fubo with the Securities and ExchangeCommission on November 3, 2025 (the “Fubo 10-Q”).

BusinessOverview

The Hulu Live Business consists of acquiring live TV content and licensing such content to Hulu, LLC (“Hulu”) for a fee to distribute via a digital multichannel video programming distributor (“DMVPD”) service currently branded as “Hulu

Live TV” (the “HL DMVPD Service”). Accordingly, the Hulu Live Business’s operations primarily include the negotiation and administration of programming agreements for live TV content. The Hulu Live Business’s acquired live TV content includes 90+ sports, news, entertainment and kids’ channels, which include the four major broadcast networks, ABC, CBS, FOX, and NBC.

The Hulu Live Business has historically operated as part of Hulu, which is controlled and consolidated by The Walt Disney Company (“Disney”; Disney and its subsidiaries through which businesses are conducted, including Hulu, are collectively referred to as the “DisneyEntities”). Historically, Hulu’s business included, among other things, acquiring live TV content, operating the HL DMVPD Service, developing and acquiring non-live sports and entertainment content and distributing such content directly to Hulu’s customers through its subscription video-on-demand (“SVOD”) direct-to-consumer service. The distribution of the Hulu + Live TV content on the Hulu platform, including the related subscription revenue, as well as the development, acquisition and distribution of non-live and live TV content in connection with Hulu’s SVOD direct-to-consumer service (and any premium add-on services thereto) is outside of the operations of the Hulu Live Business.

BusinessCombination with Fubo

On October 29, 2025 (the “Closing Date”), Disney, Hulu and Fubo, a publicly traded company that principally operates a DMVPD, completed their previously announced combination of the Hulu Live Business with Fubo’s business.

In connection with the consummation of the business combination of the Hulu Live Business with Fubo, (i) Hulu contributed the Hulu Live Business to a newly formed entity, Hulu Live LLC (“HL”), (ii) Hulu contributed HL, and thus the Hulu Live Business, to a newly formed entity, Fubo Operations LLC (“Newco”), (iii) Fubo underwent an “Up-C” reorganization and contributed its business to Newco in exchange for units in Newco (“Newco Units”) such that, after giving effect to such contribution, Hulu holds a number of Newco Units representing, in the aggregate, a 70% economic interest in Newco (calculated on a fully-diluted basis) and Fubo holds a number of Newco Units representing, in the aggregate, a 30% economic interest in Newco (calculated on a fully-diluted basis), and (iv) Fubo issued to Hulu shares of a newly created vote-only class of Fubo’s common stock representing, in the aggregate, a 70% voting interest in Fubo (calculated on a fully-diluted basis) (collectively, the “Fubo Transactions”). Immediately following the consummation of the Fubo Transactions, Newco became a consolidated subsidiary of Fubo, with the Fubo DMVPD service and the Hulu Live Business operating as separate businesses. Fubo is majority owned and controlled (70% interest (calculated on a fully diluted basis)) directly by Hulu and consolidated by Disney as the parent of Hulu.

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On the Closing Date, Hulu and HL entered into an agreement whereby HL, in exchange for a wholesale fee, granted to Hulu the right, license and obligation to distribute the HL DMVPD Service via the Hulu platform on a wholesale basis. In addition, HL is contractually entitled to a share of advertising revenues generated by the Disney Entities. The historical revenues within the Combined Financial Statements do not reflect the anticipated impacts of advertising revenues or the wholesale fee as calculated under the commercial arrangements, which is equal to 95% (initially) of carriage fee expenses incurred by the Hulu Live Business, but presented at 100% for purposes of the Combined Financial Statements included as Exhibit 99.3 to the Fubo Form 8-K/A and in this discussion. The commercial agreement has an initial term of five years following the Closing Date and will be renewable for an additional five-year term by mutual agreement. For further information on the Hulu Live Business and the impact of the Fubo Transactions on the Hulu Live Business, see Exhibit 99.4 to the Fubo Form 8-K/A.

BASISOF PRESENTATION

Refer to Note 2 of the Combined Financial Statements included in Exhibit 99.3 to the Fubo Form 8-K/A for a discussion of the basis used to prepare the Hulu Live Business’s combined financial statements.

KEYFACTORS AFFECTING THE BUSINESS

The growth and future success of the Hulu Live Business depends on many factors that present significant opportunities while posing challenges that we must address. The financial condition and results of operations of the Hulu Live Business have been, and may be, affected by numerous factors including those presented below in the section of the Fubo Form 8-K/A captioned “Forward-Looking Statements,” and in Part II, Item 1A, “Risk Factors” of the Fubo 10-Q.

ContentAcquisition and Renewal

The Hulu Live Business renews or renegotiates its linear network carriage agreements from time to time in the ordinary course of business. Consolidation and other market conditions in the cable, satellite and telecommunication distribution industry, including subscriber levels and other factors, may adversely affect our ability to obtain and maintain contractual terms that are as favorable as those currently in place. Less favorable pricing terms in new, renewed or extended carriage agreements may have an adverse impact on our operations.

SubscriberAcquisition and Retention and Brand Awareness

The Hulu Live Business depends on Hulu’s subscriber base to earn revenue, and the strength of the Hulu brand contributes to Hulu’s ability to attract and retain subscribers. Potential subscribers have numerous choices of streaming platforms and pay television providers. Hulu, and its competitors, attract subscribers from each other’s existing subscriber bases as well as from first-time purchasers of pay TV services.

MacroeconomicFactors

Macroeconomic factors such as inflation and recessionary trends have contributed to an environment of volatility and uncertainty. High interest rates and other macroeconomic headwinds have persisted in recent years. Consumers may modify their discretionary spending habits in light of economic conditions, which may have an adverse effect on Hulu’s subscriber base, thus impacting the Hulu Live Business’s wholesale fee.

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COMPONENTSOF RESULTS OF OPERATIONS

Revenues

The Hulu Live Business primarily generates revenue from licensing its acquired live TV content, which includes 90+ sports, news, entertainment and kids’ channels, to Hulu for distribution to end-consumers. In exchange, the Hulu Live Business receives a wholesale fee from Hulu equal to fixed per subscriber programming fees incurred to acquire the live TV content (see Costs of revenue below). The wholesale fee is recognized as revenue as the live TV content is provided to Hulu to provide to its customers.

Costsof revenue

Costs of revenue consist of acquired live TV content rights for which the Hulu Live Business pays a fixed per subscriber programming fee to the content licensor. These fees are recorded as an expense as the content is aired.

Marketingcosts

The Hulu Live Business incurs general brand marketing and media costs, which include payroll and related expenses for internal personnel involved in marketing, as well as agency fees related to marketing the Hulu brand, all of which are allocated from Hulu.

Generaland administrative expenses

General and administrative expenses consist of expense allocations from Hulu and Disney for support functions provided to the Hulu Live Business, including employee related expenses for personnel involved in content acquisition and management as well as corporate, executive, and other administrative functions; charges for the use of shared assets such as facilities and software; and other expenses related to corporate functions that provide support to the Hulu Live Business.

RESULTSOF OPERATIONS

Comparisonof the Years Ended September 27, 2025 and September 28, 2024

	Year<br> Ended						Change		%<br> Change
	September<br> 27,			September 28,			Better		Better
(in thousands)	2025			2024			(Worse)		(Worse)
Revenues	$	4,412,982		$	4,219,630					5	%
Costs and expenses:
Costs of revenue		(4,401,139	)		(4,208,655	)		)		(5	)%
Selling,<br> general and administrative		(168,126	)		(170,028	)				1	%
Total<br> costs and expenses		(4,569,265	)		(4,378,683	)		)		(4	)%
Operating loss		(156,283	)		(159,053	)				2	%
Net loss	$	(156,283	)	$	(159,053	)				2	%

All values are in US Dollars.

Higher revenues, consisting of wholesale licensing fees charged to Hulu at a rate equal to the Hulu Live Business’s subscriber-based programming costs, were driven by increased linear network carriage fees, which are included in the Hulu Live Business’s costs of revenue.

Higher costs of revenue were due to an increase in subscriber-based fees primarily attributable to rate increases, partially offset by lower subscriber volumes.

Decreases in selling, general and administrative expenses were not material to the results of operations.

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Comparisonof the Years Ended September 28, 2024 and September 30, 2023

	Year<br> Ended						Change		%<br> Change
	September<br> 28,			September<br> 30,			Better		Better
(in<br> thousands)	2024			2023			(Worse)		(Worse)
Revenues	$	4,219,630		$	3,845,619					10	%
Costs<br> and expenses:
Costs<br> of revenue		(4,208,655	)		(3,837,718	)		)		(10	)%
Selling,<br> general and administrative		(170,028	)		(180,221	)				6	%
Total<br> costs and expenses		(4,378,683	)		(4,017,939	)		)		(9	)%
Operating<br> loss		(159,053	)		(172,320	)				8	%
Net<br> loss	$	(159,053	)	$	(172,320	)				8	%

All values are in US Dollars.

Higher costs of revenue were due to an increase in subscriber-based fees primarily attributable to rate increases, and, to a lesser extent, higher subscriber volumes.

Decreases in selling, general and administrative expenses were not material to the results of operations.

LIQUIDITYAND CAPITAL RESOURCES

The following table summarizes the cash flow activities of the Hulu Live Business for the periods presented:

	Year<br> Ended
	September 27,			September 28,			September 30,
(in thousands)	2025			2024			2023
Cash used in operating activities	$	(166,357	)	$	(140,216	)	$	(95,579	)
Cash used in investing activities		—			—			—
Cash from financing activities		166,357			140,216			95,579
Net change in cash	$	—		$	—		$	—

NetCash Used by Operating Activities

Cash used in operating activities for the fiscal year ended September 27, 2025 increased by $26 million to $166 million compared to $140 million in the fiscal year ended September 28, 2024. The increase in cash used in operating activities was driven primarily by changes in working capital. The fiscal year ended September 27, 2025 reflects a net decrease in accounts payable and accrued liabilities compared to a net increase in accounts payable and accrued liabilities reflected in the fiscal year ended September 28, 2024. The changes in accounts payable and accrued liabilities were driven primarily by increases in effective rates for network carriage fees in the fiscal year 2024 that outpaced rate increases in the fiscal year 2025.

Cash used in operating activities for the fiscal year ended September 28, 2024 increased by $44 million to $140 million compared to $96 million in the fiscal year ended September 30, 2023. The increase in cash used in operating activities was driven primarily by changes in working capital. Accounts payable balances increased by a lesser amount in fiscal year 2024 than in the fiscal year 2023 due primarily to the timing of linear network carriage fee payments.

NetCash Provided by Financing Activities

Cash provided by financing activities consists of net transactions with the Disney Entities. Disney utilizes a centralized approach to cash management and the financing of its operations; prior to the Closing Date, Disney provided funds to the Hulu Live Business under this centralized cash management approach. Cash transfers from Disney related to services provided by the Disney Entities to the Hulu Live Business were $166 million, $140 million, and $96 million for the fiscal years ended September 27, 2025, September 28, 2024, and September 30, 2023, respectively.

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Disney has committed that it will provide assistance to the Hulu Live Business to enable the Hulu Live Business to continue its operations and fulfill its obligations for the 12 month period following the issuance of the Combined Financial Statements. Management believes that the financial support from Disney will provide sufficient liquidity to meet the Hulu Live Business’s projected obligations for at least twelve months from December 23, 2025, the date the Combined Financial Statements were issued.

CRITICALACCOUNTING POLICIES AND ESTIMATES

Useof Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Combined Financial Statements and the reported amounts of revenues and expenses during the corresponding reporting period. Actual results could differ from those estimates.

Goodwill

The Hulu Live Business is required to test goodwill for impairment on an annual basis and, if current events or circumstances require, on an interim basis. The Hulu Live Business performs its annual test of goodwill for impairment in its fiscal fourth quarter.

Goodwill is allocated to reporting units, which are an operating segment or one level below the operating segment. Management determined that the Hulu Live Business comprises a single reporting unit.

To test goodwill for impairment, a qualitative assessment is performed to determine if it is more likely than not that the carrying amount of the Hulu Live Business’s reporting unit exceeds its fair value. If it is, a quantitative assessment is required. Alternatively, the Hulu Live Business may bypass the qualitative assessment and perform a quantitative test.

The qualitative assessment requires the consideration of factors such as recent market transactions, macroeconomic and industry specific conditions, and changes in projected reporting unit future cash flows.

The quantitative assessment compares the fair value of the reporting unit to its carrying amount, and, to the extent the carrying amount exceeds the fair value, an impairment of goodwill is recognized for the excess up to the total amount of goodwill.

Management performed a qualitative goodwill impairment assessment for the 2025, 2024 and 2023 fiscal years and, based on the assessment, no impairment charges of goodwill were recorded. At September 27, 2025, the Hulu Live Business did not identify any triggering events requiring an additional goodwill impairment assessment.

QUANTITATIVEAND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Prior to the Closing Date, the Hulu Live Business participated in a cash management arrangement with the Disney Entities, and accordingly, did not hold its own cash and did not have access to any of Disney’s credit facilities as a source of additional liquidity. These circumstances resulted in a historical net working capital deficit (i.e., total current liabilities in excess of total current assets) at the end of certain reporting periods. Management believes that the financial support from Disney effectively addresses potential future liquidity risk of the Hulu Live Business.

The Hulu Live Business’s revenues are subject to significant concentration risk from a single related party customer. The loss of this significant related party customer could have a material adverse effect on our business, financial condition, and results of operations.

ACCOUNTINGSTANDARDS NOT YET ADOPTED

During the fiscal year ended September 27, 2025, there were no accounting pronouncements that are significant or potentially significant to the Hulu Live Business.

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Exhibit99.3

HuluLive Business

USGAAP Combined Financial Statements

WithReport of Independent Auditors

FiscalYears Ended September 27, 2025, September 28, 2024 and September 30, 2023

HuluLive Business

CombinedFinancial Statements

Tableof Contents

Report of Independent Registered Public Accounting Firm	1
Combined Financial Statements	****
Combined Statements of Operations	2
Combined Statements of Comprehensive Loss	3
Combined Balance Sheets	4
Combined Statements of Cash Flows	5
Combined Statements of Changes in Net Parent Investment	6
Notes to Combined Financial Statements	7

Report of Independent Registered Public Accounting Firm

To the Management and Shareholder of the Hulu Live Business

Opinionon the Financial Statements

We have audited the accompanying combined balance sheets of the Hulu Live Business (the “Business”) as of September 27, 2025, September 28, 2024 and September 30, 2023, and the related combined statements of operations, of comprehensive loss, of changes in net parent investment and of cash flows for the years then ended, including the related notes (collectively referred to as the “combined financial statements”). In our opinion, the combined financial statements present fairly, in all material respects, the financial position of the Business as of September 27, 2025, September 28, 2024 and September 30, 2023, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Basisfor Opinion

These combined financial statements are the responsibility of the Business’s management. Our responsibility is to express an opinion on the Business’s combined financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Business 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 of these combined financial statements in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the combined 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 combined 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 combined 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 combined financial statements. We believe that our audits provide a reasonable basis for our opinion.

CriticalAudit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the combined financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the combined financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the combined 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.

ProgrammingCosts

As described in Notes 1, 2, 3 and 5 to the combined financial statements, the Business’s operations primarily include the negotiation and administration of programming agreements for live TV content. The Business’s most significant costs are its programming costs which are presented within costs of revenue and recorded as an expense as the content is aired. Total programming costs incurred by the Business for the year ended September 27, 2025 were $4.4 billion.

The principal consideration for our determination that performing procedures relating to programming costs is a critical audit matter is a high degree of auditor effort in performing procedures related to the recognition of programming costs.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the combined financial statements. These procedures included, among others, testing programming costs recognized for a sample of programming cost transactions by obtaining and inspecting source documents, such as third-party contracts and affiliate distribution rights computations and performing recalculations of programming costs incurred in order to evaluate the reasonableness of amounts recorded by management.

/s/ PricewaterhouseCoopers LLP

Los Angeles, California

December 23, 2025

We have served as the Business’s auditor since 2025.

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HuluLive Business

CombinedStatements of Operations

	Period Ended<br> September 27, 2025		Period Ended<br><br> <br>September 28, 2024			Period Ended<br><br> <br>September 30, 2023
	( In Thousands)
Revenues:
Related party revenue			$	4,208,655		$	3,837,718
Other revenue				10,975			7,901
Total revenues				4,219,630			3,845,619
Costs and expenses
Related party costs of<br> revenue		)		(2,368,772	)		(2,173,681	)
Third party costs of revenue		)		(1,839,883	)		(1,664,037	)
Selling,<br> general and administrative		)		(170,028	)		(180,221	)
Total costs and expenses		)		(4,378,683	)		(4,017,939	)
Operating loss		)		(159,053	)		(172,320	)
Net loss		)	$	(159,053	)	$	(172,320	)
Net loss per unit		)		(0.17	)		(0.18	)
Weighted average number of units outstanding				947,910			947,910

All values are in US Dollars.

Seeaccompanying notes.

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HuluLive Business

CombinedStatements of Comprehensive Loss

	Period Ended<br> September 27, 2025		Period Ended<br><br> <br>September 28, 2024			Period Ended<br><br> <br>September 30, 2023
	( In Thousands)
Net loss		)	$	(159,053	)	$	(172,320	)
Total<br> comprehensive loss		)	$	(159,053	)	$	(172,320	)

All values are in US Dollars.

Seeaccompanying notes.

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HuluLive Business

CombinedBalance Sheets

	September<br> 27, 2025	September<br> 28, 2024		September<br> 30, 2023
	( In Thousands)
Assets
Current assets:
Accounts receivable and other		$	4,660	$	2,013
Goodwill			1,296,000		1,296,000
Total<br> assets		$	1,300,660	$	1,298,013
Liabilities and Equity
Current liabilities:
Third party accounts payable<br> and accrued liabilities		$	216,303	$	202,333
Related<br> party accounts payable and accrued liabilities			179,105		171,591
Total liabilities			395,408		373,924
Commitments and contingencies (Note 2)
Equity
Net<br> Parent investment			905,252		924,089
Total<br> liabilities and equity		$	1,300,660	$	1,298,013

All values are in US Dollars.

Seeaccompanying notes.

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HuluLive Business

CombinedStatements of Cash Flows

	Period Ended		Period Ended			Period Ended
	September<br> 27, 2025		September<br> 28, 2024			September<br> 30, 2023
	( In Thousands)
Operating activities
Net loss		)	$	(159,053	)	$	(172,320	)
Adjustments to reconcile net loss to net cash<br> provided by operating activities:
Change in operating assets and liabilities:
Accounts receivable and<br> other		)		(2,647	)		(1,307	)
Third party accounts payable<br> and accrued liabilities				13,970			50,683
Related<br> party accounts payable and accrued liabilities		)		7,514			27,365
Net cash used in operating activities		)		(140,216	)		(95,579	)
Financing activities
Net contributions from<br> Parent				140,216			95,579
Net cash provided by financing activities				140,216			95,579
Net (decrease) increase in cash and cash equivalents				-			-
Cash and cash equivalents<br> at beginning of year				-			-
Cash and cash equivalents<br> at end of year			$	-		$	-

All values are in US Dollars.

Seeaccompanying notes.

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HuluLive Business

CombinedStatements of Changes in Net Parent Investment

	Net<br> Parent Investment
	( In Thousands)
Balance at October 1, 2022
Net loss		)
Net<br> contribution from Parent
Balance at September 30, 2023
Net loss		)
Net<br> contribution from Parent
Balance at September 28, 2024
Net loss		)
Net<br> contribution from Parent
Balance at September<br> 27, 2025

All values are in US Dollars.

Seeaccompanying notes.

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HuluLive Business

Notesto Combined Financial Statements

1.Description of Business

The Hulu Live Business (“we”, “us”, “our”, or the “Business”) consists of acquiring live TV content and licensing such content to Hulu, LLC (“Hulu”) for a fee to distribute via a digital multichannel video programming distributor (“DMVPD”) service currently branded as “Hulu + Live TV” (the “HL DMVPD Service”). Accordingly, the Business’s operations primarily include the negotiation and administration of programming agreements for live TV content. The Business’s acquired live TV content includes 90+ sports, news, entertainment and kids’ channels, which include the four major broadcast networks, ABC, CBS, FOX, and NBC.

The Business has historically operated as part of Hulu, which is controlled and consolidated by The Walt Disney Company (“Disney” or “Parent”) (Disney and its subsidiaries through which businesses are conducted, including Hulu, are collectively referred to as the “Disney Entities”). Historically, Hulu’s business included, among other things, acquiring live TV content, operating the HL DMVPD Service, developing and acquiring non-live sports and entertainment content and distributing such content directly to Hulu’s customers through its subscription video-on-demand (“SVOD”) direct-to-consumer service. The distribution of the Hulu + Live TV content on the Hulu platform, including the related subscription revenue, as well as the development, acquisition and distribution of non-live and live TV content in connection with Hulu’s SVOD direct-to-consumer service (and any premium add-on services thereto) is outside of the operations of the Business.

The Business’s General Manager is determined to be the Chief Operating Decision Maker (“CODM”). The CODM reviews net profit (loss) to assess performance and make decisions for resource allocation. The only significant expenses were those shown in the Combined Statements of Operations. The Business operates as a single operating segment.

Acquisitionof NBCU Interest

In the 2024 and 2023 fiscal years, Hulu was 67% owned by Disney and 33% owned by NBC Universal (“NBCU”). On June 27, 2025, Disney completed the acquisition of NBCU’s 33% interest in Hulu, giving Disney 100% ownership of Hulu**.** Subsequent to the closing of such acquisition, on June 28, 2025, Hulu’s U.S. income tax classification changed.

Our Combined Financial Statements include certain transactions with NBCU that are disclosed as related party transactions for the periods prior to Disney’s acquisition of NBCU’s interest in Hulu. On June 27, 2025, NBCU ceased to be a related party to the Business and, accordingly, transactions or balances with NBCU which occurred after June 26, 2025, have been reported as third party transactions. Further, our Combined Financial Statements do not present income tax for the periods in which Hulu was a non-taxable partnership. For periods after June 27, 2025, the Business’s income tax provision has been reflected on a separate return basis.

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HuluLive Business

Notesto Combined Financial Statements

BusinessCombination with FuboTV Inc.

On October 29, 2025 (the “Closing Date”), Disney, Hulu and FuboTV Inc. (“Fubo”), a publicly traded company that principally operates a DMVPD, completed their previously announced combination of the Hulu Live Business with Fubo’s business.

In connection with the consummation of the business combination of the Hulu Live Business with Fubo, (i) Hulu contributed the Business to a newly formed entity, Hulu Live LLC, (ii) Hulu contributed Hulu Live LLC, and thus the Business, to a newly formed entity, Fubo Operations LLC (“Newco”), (iii) Fubo underwent an “Up-C” reorganization and contributed its business to Newco in exchange for units in Newco (“Newco Units”) such that, after giving effect to such contribution, Hulu holds a number of Newco Units representing, in the aggregate, a 70% economic interest in Newco (calculated on a fully-diluted basis) and Fubo holds a number of Newco Units representing, in the aggregate, a 30% economic interest in Newco (calculated on a fully-diluted basis), and (iv) Fubo issued to Hulu shares of a newly created vote-only class of Fubo’s common stock representing, in the aggregate, a 70% voting interest in Fubo (calculated on a fully-diluted basis) (collectively, the “Fubo Transactions”). Immediately following the consummation of the Fubo Transactions, Newco became a consolidated subsidiary of Fubo, with the Fubo DMVPD service and the Hulu Live Business operating as separate businesses. Fubo is majority owned and controlled (70% interest (calculated on a fully-diluted basis)) directly by Hulu and consolidated by Disney as the parent of Hulu.

On the Closing Date, Newco issued 948 million Newco Units to Hulu LLC in exchange for Hulu Live LLC and the Business’s Net Parent Investment was converted to unitholders’ equity. There are no additional potentially dilutive shares outstanding.

2.Basis of Presentation

The Business has historically existed and functioned as part of the consolidated businesses of the Disney Entities. For purposes of presenting the historical performance of the Business on a standalone basis, combined carve-out historical statements of operations, balance sheets and cash flows (collectively, the “Combined Financial Statements”) have been prepared. The Combined Financial Statements present certain assets and liabilities that have historically been held by Hulu but are specifically identifiable or otherwise attributable to the Business. The Combined Financial Statements present the Business as it was historically managed and operated by the Disney Entities. The Combined Financial Statements have been derived from the consolidated financial statements and accounting records of the Disney Entities for the periods presented. The Combined Financial Statements have been prepared in accordance with SEC Staff Accounting Bulletin (SAB) Topic 1-B, Allocation of Expenses and Related Disclosure in Financial Statements of Subsidiaries,Divisions or Lesser Business Components of Another Entity and accounting principles generally accepted in the United States (“US GAAP”).

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HuluLive Business

Notesto Combined Financial Statements

Management believes the assumptions underlying the Combined Financial Statements, including the assumptions regarding allocating general corporate expenses, are reasonable. However, the Combined Financial Statements may not include all of the actual expenses that would have been incurred by the Business (and may not reflect the combined results of operations, financial position, and cash flows thereof) had the Business operated independently of the Disney Entities in the periods presented. Actual costs that would have been incurred if the Business had operated as a standalone independent entity would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including marketing, technology, finance, and other general and administrative costs, that could differ from the allocated expenses presented herein. Accordingly, the Business is unable to quantify the amounts that it would have recorded during the historical periods on a standalone basis.

Principal assumptions underlying the Combined Financial Statements include:

●	The<br> Combined Statements of Operations and the Combined Statements of Comprehensive Loss<br> include all revenues and costs directly attributable to the Business as well as an allocation<br> of expenses for certain support functions that were provided on a centralized basis<br> by the Disney Entities and not historically recorded at the business-unit level, such as<br> marketing and general and administrative expenses, including employee salary and benefit-related<br> expenses, charges for use of shared assets and other expenses related to corporate functions<br> that provide support to the Business. These costs were allocated to the Business using<br> methodologies that management believes are appropriate and reasonable, such as the relative<br> percentage of revenue of the Business to the total revenue of Disney or Hulu, as applicable.<br> The Business’s most significant costs are its programming costs which are specifically<br> attributed to the Business.
●	The<br> Combined Financial Statements include certain assets and liabilities that have historically<br> been held by the Disney Entities but are specifically identifiable or otherwise attributable<br> to the Business. The assets and liabilities in the Combined Financial Statements have<br> been reflected on a historical cost basis of the Disney Entities.
●	Prior<br> to the Closing Date, our cash was managed centrally by the Disney Entities and,<br> as such, cash management decisions by the Disney Entities had an impact on the Combined Financial Statements. The cash and cash equivalents held by the Disney Entities during<br> the periods presented are not specifically identifiable to us and, therefore, have not<br> been reflected in the Combined Financial Statements. Accordingly, no cash has been<br> attributed to the Combined Financial Statements. Transfers of cash both to and from<br> the Disney Entities are included as components of Net Parent investment.
●	Net Parent investment in the Combined Statements of Changes in Net Parent Investment<br> and the Combined Balance Sheets represents the accumulation of the Business’s<br> net loss over time and the net effect of transactions with and allocations from the Disney<br> Entities.
●	Receivables<br> and payables related to transactions between the Disney Entities and the Business are considered<br> immediately forgiven and therefore reflected as equity transactions. The net effect of the<br> settlement of transactions with the Disney Entities is reflected in the Combined Statements of Cash Flows as a financing activity and in the Combined Balance Sheets as “Net<br> Parent investment.” Refer to Note 5—Related Party Transactions for additional<br> information.

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HuluLive Business

Notesto Combined Financial Statements

●	There<br> were no material commitments or contingencies as of September 27, 2025, September 28, 2024<br> or September 30, 2023 or through the date that these Combined Financial Statements are available to be issued.

ReportingPeriod

The Business’s fiscal year ends on the Saturday closest to September 30 and consists of 52 weeks with the exception that approximately every six years, the Business has a 53-week year. When a 53-week year occurs, the Business reports the additional week in the fourth quarter. Fiscal years 2025, 2024 and 2023 were 52-week years.

Liquidityand Capital Resources

As a result of our participation in Disney’s cash management arrangement prior to the Closing Date, we did not hold our own cash and did not have access to any of Disney’s credit facilities as a source of additional liquidity. Accordingly, these circumstances resulted in a historical net working capital deficit (i.e., total current liabilities in excess of total current assets) at the end of certain reporting periods.

To address potential future liquidity risk, the Business has obtained a letter of support from Disney. Disney has committed that it will provide assistance to the Business to enable the Business to continue its operations and fulfill its obligations for the 12 month period following the issuance of the Combined Financial Statements. Management believes that the financial support from Disney will provide sufficient liquidity to meet the Business’s projected obligations for at least twelve months from December 23, 2025, the date these Combined Financial Statements were issued.

3.Summary of Significant Accounting Policies

Useof Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Combined FinancialStatements and the reported amounts of revenues and expenses during the corresponding reporting period. Actual results could differ from those estimates.

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HuluLive Business

Notesto Combined Financial Statements

RevenueRecognition

The Business’s primary source of revenue relates to its programming agreements with Hulu for which it earns a wholesale fee equal to the Business’s fixed per subscriber programming fees to acquire the live TV content (see Costs of Revenue below). The wholesale fee is recognized as revenue as the live TV content is provided to Hulu to provide to its customers.

Revenue from third parties was less than 0.5% of the Business’s revenue for each of the 2025, 2024 and 2023 fiscal years. The Business’s revenues are therefore subject to significant concentration risk.

Costs of Revenue

Costs of revenue primarily consist of programming costs, which are acquired live TV content rights for which the Business pays a fixed per subscriber programming fee to the content licensor. These fees are recorded as an expense as the content is aired.

MarketingCosts

Marketing costs include general brand marketing and media costs, which includes an allocation of costs from Hulu associated with payroll and related expenses for Hulu personnel involved in marketing, as well as agency fees related to marketing the Hulu brand. The Business expenses marketing costs as incurred. Refer to Note 5—Related Party Transactions for additional information.

Net Loss per Unit

Due to the change in the Business’s capital structure that occurred after September 27, 2025, as described in Note 1—Description of Business—Business Combination with FuboTV Inc., the Business presents basic net loss per unit retrospectively based on the number of Newco Units issued to Hulu LLC on the Closing Date.

IncomeTaxes

The tax provision computation is based on the separate return method. The Business is a component business of Hulu, which was a non-taxable partnership in the United States through June 27, 2025, when Disney acquired NBCU’s 33% interest in Hulu. Hulu’s partnership status was terminated as a result of the acquisition for U.S. tax purposes on June 28, 2025. Consequently, income tax (tax expense, tax payable, or deferred tax) for the Combined Financial Statements was not presented for periods before June 28, 2025.

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HuluLive Business

Notesto Combined Financial Statements

AccountsReceivable and Other

Accountsreceivable and other primarily represent third party receivables from customers. It was determined that no allowance for credit losses is necessary for the periods presented. The following table summarizes the classification of accounts receivable and other in the CombinedBalance Sheets:

	September<br> 27, 2025	September<br> 28, 2024		September<br> 30, 2023
	( In Thousands)
Accounts receivable		$	4,466	$	1,819
Prepaid expenses			194		194
Accounts<br> receivable and other		$	4,660	$	2,013

All values are in US Dollars.

Goodwill

The Business is required to test goodwill for impairment on an annual basis and, if current events or circumstances require, on an interim basis. The Business performs its annual test of goodwill for impairment in its fiscal fourth quarter. In preparing the Combined Financial Statements, the Business’s goodwill was evaluated for potential impairment on a standalone basis.

Goodwill is allocated to reporting units, which are an operating segment or one level below the operating segment. The Business was determined to be a single reporting unit.

To test goodwill for impairment, the Business performs a qualitative assessment to determine if it is more likely than not that the carrying amount of its reporting unit exceeds its fair value. If it is, a quantitative assessment is required. Alternatively, the Business may bypass the qualitative assessment and perform a quantitative test.

Management performed a qualitative goodwill impairment assessment for the 2025, 2024 and 2023 fiscal years and, based on the review performed, no impairment charges were recorded to goodwill.

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HuluLive Business

Notesto Combined Financial Statements

AccountsPayable and Accrued Liabilities

Accounts payable and accrued liabilities represent amounts owed by the Business for specific, identifiable obligations related to programming costs, where each payable is tracked individually based on contractual terms. These liabilities are recognized when the related programming is received and settled as payments are made, which generally occurs on a monthly basis.

RecentAccounting Pronouncements

There are no recently issued accounting pronouncements that we expect would materially impact the Business.

**4.**Income Taxes

For the periods after June 27, 2025, the Business’s income tax provision has been reflected on a separate return basis.

	September<br> 27, 2025		September<br> 28, 2024			September<br> 30, 2023
	( In Thousands)
Loss before Income Taxes
Domestic		)	$	(159,053	)	$	(172,320	)

All values are in US Dollars.


Federal Income Tax ^(1)^	5.21	%	%	%
State Tax (net of valuation allowance)	0	%	%	%
Change in Tax Status	120.24	%	%	%
Valuation Allowance	-125.45	%	%	%
Effective<br> Tax Rate	0	%	%	%

^(1)^ Hulu was a non-taxable partnership for U.S. tax purposes through June 27, 2025. The federal income tax rate reflects the statutory tax rate applied to the pretax income of the Hulu Live Business.

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HuluLive Business

Notesto Combined Financial Statements

	September<br> 27, 2025		September<br> 28, 2024		September<br> 30, 2023
	( In Thousands)
Components of Deferred Tax Assets and (Liabilities)
Deferred Tax Assets
Goodwill			$	0	$	0
Tax<br> Loss Carryforwards				0		0
Total Deferred Tax Assets				0		0
Deferred Tax Liabilities
Other		)		0		0
Total<br> Deferred Tax Liabilities		)		0		0
Net Deferred Tax Before<br> VA				0		0
Valuation<br> Allowance		)		0		0
Net<br> Deferred Tax Asset			$	0	$	0

All values are in US Dollars.

**5.**Related Party Transactions

We have not historically operated as a standalone business and have various relationships with the Disney Entities whereby they provide us with significant corporate, infrastructure and shared services.

As described in Note 2—Basis of Presentation, costs and expenses related to services provided by the Disney Entities on a centralized basis are attributed to us based on our direct usage when identifiable, with the remainder allocated on a pro rata basis using an applicable measure, such as the relative percentage of revenue of the Business to the total revenue of Disney or Hulu, to estimate our usage of the related centralized services.

The following table summarizes the classification of allocated shared costs in Selling, general and administrative in the CombinedStatements of Operations for the fiscal years ended September 27, 2025, September 28, 2024 and September 30, 2023, respectively.

	September<br> 27, 2025	September<br> 28, 2024		September<br> 30, 2023
	( In Thousands)
Marketing costs		$	13,106	$	13,101
General and administrative			156,922		167,120
Total		$	170,028	$	180,221

All values are in US Dollars.

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HuluLive Business

Notesto Combined Financial Statements

Management considers the allocation methodologies used to be reasonable, such that the allocations appropriately reflect the various Disney Entities’ historical expenses attributable to the Business for purposes of the Combined Financial Statements. The amounts that would have been, or will be, incurred on a standalone basis could materially differ from those historical allocated amounts due to a number of factors, including the chosen organization structure, whether functions were outsourced or performed by our employees and strategic decisions made in areas such as information technology, infrastructure and shared services. Management does not believe that it is practicable to estimate what those expenses would have been had we operated as an independent entity, including any expenses associated with obtaining the services from unaffiliated entities. The costs and expenses allocated to our combined statements of income for services provided by the Disney Entities are reported within Net Parent investment as a component of equity in our combined balance sheets.

ProgrammingCosts

The Business acquires the majority of its live TV programming from the Disney Entities, including entities that Disney consolidates and has significant influence over. In addition, the Business acquires a portion of its live TV programming from NBCU. Prior to June 27, 2025, Hulu was 33% owned by NBCU. Therefore, transactions with NBCU for the 2023 and 2024 fiscal years and for periods in fiscal year 2025 prior to June 27, 2025 are presented as related party transactions. Transactions with NBCU that occurred on or after June 27, 2025 are no longer related party transactions and are presented as third party costs.

The costs to acquire live TV programming from these related parties are included in Costs of revenues in the Combined Statements of Operationsas follows:

	September<br> 27, 2025	September<br> 28, 2024		September<br> 30, 2023
	( In Thousands)
Disney		$	1,396,960	$	1,279,668
NBCU ^(1)^			971,812		894,013
Total<br> related party programming costs		$	2,368,772	$	2,173,681
Total programming costs		$	4,208,655	$	3,837,718

All values are in US Dollars.

^(1)^	Only<br> programming costs incurred prior to June 27, 2025 are considered related party<br> transactions with NBCU

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HuluLive Business

Notesto Combined Financial Statements

AccountsPayable and Accrued Liabilities

Related party accounts payable in the Combined Balance Sheets are as follows:

	September<br> 27, 2025	September<br> 28, 2024		September<br> 30, 2023
	( In Thousands)
Disney		$	10,296	$	9,629
NBCU ^(1)^			80,236		73,507
Total		$	90,532	$	83,136

All values are in US Dollars.

^(1)^	As<br> NBCU was no longer a related party as of September 27, 2025, related balances are presented<br> as third party balances and no related party balances are presented in this table as of September<br> 27, 2025

Related party accrued liabilities in the Combined Balance Sheets are as follows:

	September<br> 27, 2025	September<br> 28, 2024		September<br> 30, 2023
	( In Thousands)
Disney		$	10,070	$	10,272
NBCU ^(1)^			78,503		78,183
Total		$	88,573	$	88,455

All values are in US Dollars.

^(1)^	As<br> NBCU was no longer a related party as of September 27, 2025, related balances are presented<br> as third party balances and no related party balances are presented in this table as of September<br> 27, 2025

CashManagement and Financing

Prior to the Closing Date, the Business’s Treasury function was maintained by Disney. Accordingly, no cash, cash equivalents, or marketable securities have been attributed to the Combined Financial Statements. Prior to the Closing Date, Disney utilized a centralized approach to cash management and the financing of its operations. Under this centralized cash management approach, Disney provided funds to the Business.

Cash transfers from Disney related to services provided by the Disney Entities were $166,357 thousand, $140,216 thousand and $95,579 thousand for the years ended September 27, 2025, September 28, 2024 and September 30, 2023, respectively. Net contributions from Disney are included within Net Parent investment in the Combined Statements of Changes in Net Parent Investment.

6.	Subsequent Events

Refer to Note 1—Description of Business—Business Combination with FuboTV Inc., for a description of the business combination entered into during the first quarter of fiscal year 2026.

Management performed a review of events subsequent to September 27, 2025, the date of the Business’s latest Combined Balance Sheet, through December 23, 2025, the date the Combined Financial Statements were issued and determined that there were no other such events requiring recognition or disclosure in the Combined Financial Statements.

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Exhibit99.4

FuboTVInc.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information is presented to illustrate the estimated effects of the Transactions as defined and described below. The unaudited pro forma condensed combined financial information is provided for illustrative purposes only and is not necessarily indicative of what the actual results of operations and financial position would have been had the Transactions and the Financing (defined below) taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the combined company.

On October 29, 2025 (the “Closing Date”), FuboTV Inc. (the “Company” or “Fubo”), The Walt Disney Company (“Disney”) and Hulu, LLC (“Hulu”) consummated the transactions contemplated by the Business Combination Agreement, dated as of January 6, 2025 (the “Business Combination Agreement”), by and among Fubo, Disney and Hulu, pursuant to which the parties combined Fubo’s business with Disney’s Hulu + Live TV business, as set forth below.

In anticipation of the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”), each of Fubo and Hulu completed certain reorganization transactions as prescribed by the Business Combination Agreement (individually, the “Fubo Reorganization” and the “Hulu Reorganization”, and collectively, the “Pre-Closing Reorganization”). These transactions, among other things, included the following:

●	Hulu<br> (i) formed Hulu Live LLC, a Delaware limited liability company, as a direct wholly owned<br> subsidiary of Hulu (such subsidiary, “HL”), (ii) contributed certain<br> assets (the “HL Business Assets”) related to the business of negotiating<br> and administering carriage agreements and similar contracts relating to and for the purpose<br> of the retransmission, distribution, carriage, display or broadcast of any programming service,<br> channel or network on the linear multi-channel subscription video programming distribution<br> service component of the offering known as “Hulu + Live TV” as of the date of<br> the Business Combination Agreement and operated by Hulu (the “HL DMVPD Service”)<br> (the “Hulu Live Business”) to HL, (iii) caused HL to assume only<br> the HL Business Liabilities (as defined in the Business Combination Agreement) and (iv)<br> formed Fubo Operations LLC (“Newco”) as a Delaware limited liability company<br> and a direct wholly owned subsidiary of Hulu; and
●	the<br> Company (i) formed Fubo Services LLC, a Delaware limited liability company, as a direct wholly<br> owned subsidiary of the Company (such subsidiary, “Fubo OpCo”), and (ii)<br> contributed the Company’s business (the “Fubo Business”) to Fubo<br> OpCo in accordance with the terms and conditions set forth in the Business Combination Agreement.

●

Hulu (i) formed Hulu Live LLC, a Delaware limited liability company, as a direct wholly owned subsidiary of Hulu (such subsidiary, “HL”), (ii) contributed certain assets (the “HL Business Assets”) related to the business of negotiating and administering carriage agreements and similar contracts relating to and for the purpose of the retransmission, distribution, carriage, display or broadcast of any programming service, channel or network on the 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 (the “HL DMVPD Service”) (the “Hulu Live Business”) to HL, (iii) caused HL to assume only the HL Business Liabilities (as defined in the Business Combination Agreement) and (iv) formed Fubo Operations LLC (“Newco”) as a Delaware limited liability company and a direct wholly owned subsidiary of Hulu; and

●

the Company (i) formed Fubo Services LLC, a Delaware limited liability company, as a direct wholly owned subsidiary of the Company (such subsidiary, “Fubo OpCo”), and (ii) contributed the Company’s business (the “Fubo Business”) to Fubo OpCo in accordance with the terms and conditions set forth in the Business Combination Agreement.

On the Closing Date, pursuant to the Business Combination Agreement, each of the Company, Disney and Hulu took the following steps (together with the Pre-Closing Reorganization, the “Transactions”):

●	immediately<br> prior to the Closing, (i) the Company effected a conversion from a Florida corporation to<br> a Delaware corporation (the “Fubo Conversion”), pursuant to a plan of<br> conversion, by filing a certificate of conversion with the Secretary of State of the State<br> of Delaware and articles of conversion with the Florida Department of State, Division of<br> Corporations, (ii) in connection with the Fubo Conversion, the Company authorized and adopted<br> a new certificate of incorporation and adopted new bylaws, (iii) all of the issued and outstanding<br> shares of common stock of Fubo, par value $0.0001 per share (the “Prior Fubo Common<br> Stock”), were automatically converted into issued and outstanding shares of Class<br> A common stock of the Company, par value $0.0001 per share (the “Class A Common<br> Stock”), (iv) the Company created a new class of shares of Class B common stock<br> of Fubo, par value $0.0001 per share (the “Class B Common Stock”), and<br> shares of Class B Common Stock were issued to Hulu as described below and (v) the Company<br> changed its name from fuboTV Inc. to FuboTV Inc., in each case, as previously described in<br> the Current Report on Form 8-K filed by Fubo with the Securities and Exchange Commission<br> (the “SEC”) on October 30, 2025 (the “Fubo Form 8-K”);
●	at<br> the Closing, Hulu contributed the Hulu Live Business and the HL Business Assets to<br> Newco by transferring all of its right, title and interest in, to and under 100% of the equity<br> interests of HL to Newco (the “HL Contribution”);
●	immediately<br> following the HL Contribution, (i) the Company contributed 100% of the equity interests of<br> Fubo OpCo to Newco in exchange for a number of units in Newco (the “Newco Units”)<br> (such contribution, the “Fubo Contribution”) such that, after giving effect<br> to the Fubo Contribution, (A) Hulu held 947,910,220 Newco Units representing, in the aggregate,<br> a 70% economic interest (calculated on a fully-diluted basis) in Newco and (B) the Company<br> held 342,724,309 Newco Units representing, in the aggregate, a 30% economic interest<br> (calculated on a fully-diluted basis) in Newco, and (ii) Hulu and the Company, as the members<br> of Newco, adopted, and Newco was thereafter governed by, an amended and restated limited<br> liability company agreement of Newco (the “Newco Operating Agreement”),<br> which provides, among other things, that the Company will be the sole managing member of<br> Newco; and
●	Fubo<br> issued to Hulu 947,910,220 shares of Class B Common Stock representing, in the aggregate,<br> 70% of the voting power of the outstanding shares of capital stock of Fubo (calculated on<br> a fully-diluted basis) after giving effect to such issuance in exchange for a cash payment<br> by Hulu to Fubo in an amount equal to the aggregate par value of such Class B Common Stock<br> (the “Fubo Issuance”).

Following the consummation of the Transactions, Newco is structured as an umbrella partnership C (“Up-C”) corporation and is governed by the Newco Operating Agreement (as described in further detail below).

On January 6, 2025, concurrently with the execution of the Business Combination Agreement, Fubo and an affiliate of Disney entered into a commitment letter, pursuant to which such affiliate committed to provide Fubo, on January 5, 2026 and on the terms and subject to the conditions set forth therein, up to $145.0 million of indebtedness in the form of a senior unsecured term facility (the “Facility”). The funding of the Facility under the commitment letter is contingent on customary conditions, but is not contingent on the consummation of the transactions contemplated by the Business Combination Agreement. Fubo expects to borrow $145.0 million under the Facility which becomes available on January 5, 2026, and intends to use the proceeds to repay its senior convertible notes due February 2026 (the “2026 Convertible Notes”), and for other general corporate purposes (the “Financing”).

The Closing constituted a Fundamental Change and Make-Whole Fundamental Change, as defined in that certain indenture (the “2026 Indenture”) relating to the 2026 Convertible Notes and that certain indenture (the “2029 Indenture”; each of the 2026 Indenture and the 2029 Indenture, an “Indenture”) relating to Fubo’s senior convertible notes due February 2029 (the “2029 Convertible Notes”). As required by each Indenture and as more fully described in the Current Report on Form 8-K filed by Fubo with the SEC on November 24, 2025 , Fubo commenced its offers to repurchase the 2026 Convertible Notes and the 2029 Convertible Notes on November 24, 2025 at a repurchase price equal to 100% of the principal amount of such notes being repurchased, plus accrued and unpaid interest thereon. The offers to repurchase expire on January 6, 2026 and January 13, 2026 for the 2029 Convertible Notes and 2026 Convertible Notes, respectively. The accompanying unaudited pro forma condensed combined financial information assumes no repurchases of the 2026 Convertible Notes or the 2029 Convertible Notes have occurred during the periods presented. The 2026 Convertible Notes are assumed to be repaid in connection with the Financing, as described above. The 2029 Convertible Notes are assumed to remain outstanding for all periods presented, and therefore remain classified as noncurrent in the unaudited pro forma condensed combined balance sheet.

The unaudited pro forma condensed combined financial information has been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and Article 11 of Regulation S-X. The unaudited pro forma condensed combined financial information is based on the historical combined carve-out financial statements of the Hulu Live Business and the historical consolidated financial statements of Fubo, as adjusted to give effect to the Transactions and the Financing.

Prior to the Closing, the Hulu Live Business’s fiscal year ended on the Saturday closest to September 30, and Fubo’s historical fiscal year end was December 31. In connection with the Transactions, effective as of the Closing Date, Fubo changed its fiscal year end to September 30, with its first full fiscal year following the Closing Date to end on September 30, 2026. As more fully described in the section below titled “AccountingTreatment of the Transactions”, HL is treated as the accounting acquirer of Fubo in the Transactions accounted for as a reverse acquisition. As a result, following the Closing, the historical combined carve-out financial statements of the Hulu Live Business will become the historical financial statements of Fubo. The unaudited pro forma condensed combined financial information is therefore presented on the basis of the Hulu Live Business’s fiscal year end and combines the following:

●	The<br> unaudited pro forma condensed combined statement of operations for the fiscal year ended<br> September 27, 2025 combines the historical results of the Hulu Live Business’s fiscal<br> year ended September 27, 2025 with the historical results of Fubo’s twelve months ended<br> September 30, 2025, derived by combining Fubo’s historical results for the nine months<br> ended September 30, 2025 with the historical results for the three months ended December<br> 31, 2024 (see Note 8); and
●	The<br> unaudited pro forma condensed combined balance sheet as of September 27, 2025 combines the<br> financial position of the Hulu Live Business as of September 27, 2025 with the financial<br> position of Fubo as of September 30, 2025.

The unaudited pro forma condensed combined balance sheet gives pro forma effect to the Transactions and the Financing, as if they had been consummated on September 27, 2025. The unaudited pro forma condensed combined statement of operations for the fiscal year ended September 27, 2025 gives effect to the Transactions and the Financing as if they had been consummated on September 29, 2024, the beginning of the earliest period presented.

The following unaudited pro forma condensed combined financial information presents (a) Transaction Accounting Adjustments to illustrate (i) the estimated effects of the Transactions described above, and (ii) the Financing, and (b) Autonomous Entity Adjustments to reflect the financial condition and results of operations of the Company as if it historically operated as a combined public company with the Fubo Business and the Hulu Live Business. The unaudited pro forma condensed combined financial information has been adjusted to give effect to the following:

●	the acquisition of Fubo, including the preliminary allocation of the estimated purchase price to the acquired assets and assumed liabilities, as well as the estimated impact to expenses (e.g., amortization expense);
●	the related effects for the Up-C structure, including recognition of the noncontrolling interest in Newco;
●	the impact of the various<br> commercial arrangements entered into at the Closing (as more fully described in Item 8.01 of the Fubo Form 8-K);
●	the anticipated borrowing<br> of $145.0 million under the Facility, and concurrent repayment of the 2026 Convertible Notes maturing in February 2026;
●	estimated transaction costs incurred in connection with the Transactions by the Hulu Live Business and Fubo; and
●	the related income tax effects of the pro forma adjustments.

AccountingTreatment of The Transactions

The Transactions will be accounted for as a reverse acquisition of Fubo using the acquisition method of accounting in accordance with U.S. GAAP, with HL treated as the accounting acquirer of Fubo. In identifying HL as the acquiring entity, management took into account the structure of the Transactions, including the relative voting rights and the corporate governance structure of the combined company as of the Closing, the composition of Fubo’s board of directors and designation of certain senior management positions. Accordingly, the historical combined carve-out financial statements of the Hulu Live Business will become the historical financial statements of Fubo following the Transactions.

The preliminary fair value of the purchase consideration, or the purchase price, as presented in the unaudited pro forma condensed combined financial information is estimated to be approximately $1.3 billion. The purchase consideration primarily consists of (i) approximately 343 million outstanding shares of Class A Common Stock and Fubo’s closing share price of $3.69 as of the Closing Date, and (ii) the estimated fair value attributable to the precombination service period for outstanding legacy Fubo equity-based awards. The fair value of the purchase consideration is preliminary and subject to additional customary adjustments under U.S. GAAP.

The combined company will measure Fubo’s assets acquired and liabilities assumed at their fair values, including net tangible and identifiable intangible assets acquired and liabilities assumed, as of the Closing. Any excess of the purchase price over those fair values will be recorded as goodwill.

Definite lived intangible assets will be amortized over their estimated useful lives. Intangible assets with indefinite useful lives and goodwill will not be amortized but will be tested for impairment at least annually.

The allocation of purchase price reflected in the unaudited pro forma condensed combined financial information is based on preliminary estimates using assumptions management believes are reasonable based on currently available information. The final purchase price and fair value assessment of assets and liabilities will be based in part on a detailed valuation that has not yet been finalized and could be materially different from the preliminary estimates used to prepare the accompanying unaudited pro forma condensed combined financial information. Any differences could have a material impact on the combined company’s future results of operations and financial position.

The unaudited pro forma condensed combined financial information reflects that, following the Closing Date, Fubo is the reporting entity, with the historical combined carve-out financial statements of the Hulu Live Business becoming the historical financial statements of Fubo. Fubo, as the sole managing member of Newco, will consolidate the operating results of the combined businesses of the Hulu Live Business and the Fubo Business. The Newco Units held directly by Hulu will be reported as a noncontrolling interest on the combined company’s financial statements, and are presented outside of permanent equity in the accompanying unaudited pro forma condensed combined balance sheet.

The Newco Operating Agreement provides, among other things, Hulu with 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 Fubo’s option, cash, subject to Fubo’s right to elect to effect, in lieu of such a redemption, a direct exchange between Fubo and Hulu of cash or an equivalent number of shares of Class A Common Stock for such Newco Units and accompanying Class B Common Stock (provided that, in each case, Hulu may retract the exercise of its redemption or exchange right upon notice that Fubo intends to settle such redemption or exchange in cash). Following the Closing, Fubo expects to account for the redeemable interests by remeasuring the Newco Units to the greater of the accreted redemption value (with a corresponding offset to additional paid-in capital (“APIC”)) or the amount otherwise determined after attribution of the subsidiary’s net income or loss pursuant to Accounting Standards Codification (“ASC”) 810, Consolidation and SEC guidance in ASC 480-10-S99.

The pro forma adjustments are based upon available information and certain assumptions that management believes are reasonable. Actual results and final valuations may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information. Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma condensed combined financial information are described in the accompanying notes.

The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not necessarily reflect the operating results or financial position that would have occurred if the Transactions and the Financing had been consummated on the dates indicated, nor are they necessarily indicative of the results of operations or financial condition that may be expected for any future period or date. Accordingly, such information should not be relied upon as an indicator of future performance, financial condition or liquidity.

The unaudited pro forma condensed combined financial information does not reflect any revenue enhancements, anticipated synergies, operating efficiencies, or cost savings that may be achieved related to the Transactions, nor do they reflect any costs or expenditures that may be required to achieve any possible synergies.

TaxReceivables Agreement

At the Closing, Fubo, Newco and Hulu entered into a Tax Receivables Agreement (the “TRA”) which, among other things, obligates Fubo to pay Hulu (a) a percentage of the benefit realized from the use of certain historic net operating loss carryforwards (“NOLs”) in an amount equal to the lesser of (i) 70% and (ii) Hulu’s ownership percentage of Newco as of the date the NOL is utilized, and (b) 70% of (i) the total tax benefit that Fubo realizes as a result of increases in tax basis in Newco’s assets resulting from future redemptions or exchanges of Newco Units for Class A Common Stock (or cash), and (ii) certain other tax benefits attributable to payments made under the TRA.

Due to the uncertainty in the amount or timing of future redemptions or exchanges of Newco Units, the unaudited pro forma condensed combined financial information assumes that no redemptions or exchanges of Newco Units have occurred and, therefore, no increases in tax basis in Newco’s assets or other tax benefits that may be realized as a result of future redemptions or exchanges of Newco Units have been assumed in the unaudited pro forma condensed combined financial information.

Based on objective evidence as described herein, the unaudited pro forma condensed combined balance sheet reflects an assumed estimated TRA liability of $38.5 million.

FuboTVInc.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

ASOF SEPTEMBER 27, 2025

(Amountsin thousands, except per share amounts)

						Pro Forma
										Transaction
						Transaction				Accounting
	Hulu Live					Accounting				Adjustments:
	Historical		Fubo			Adjustments				Financing				Pro Forma
	(Note 2)		Historical			(Note 4)			Notes	(Note 4)			Notes	Combined
ASSETS
Current assets
Cash and cash equivalents	$	-	$	274,150		$	(42,456	)	(a)	$	235		(j)	$	231,929
Accounts receivable, net		6,461		83,439			-				-				89,900
Prepaid sports rights		-		28,564			-				-				28,564
Prepaid and other current assets		194		15,656			-				-				15,850
Total current assets		6,655		401,809			(42,456	)			235				366,243
Property and equipment, net		-		5,777			-				-				5,777
Restricted cash		-		6,148			-				-				6,148
Intangible assets, net		-		113,954			434,346		(b)		-				548,300
Goodwill		1,296,000		631,052			622,039		(c)		-				2,549,091
Right-of-use assets		-		28,862			4,060		(e)		-				32,922
Other non-current assets		-		11,253			-				-				11,253
TOTAL ASSETS	$	1,302,655	$	1,198,855		$	1,017,989			$	235			$	3,519,734
LIABILITIES, REDEEMABLE NON-CONTROLLING INTEREST, AND SHAREHOLDERS’ EQUITY:
Current liabilities
Third party accounts payable, accrued expenses and other current liabilities	$	370,933	$	259,850		$	(7,917	)	(a)	$	-			$	622,866
Related party accounts payable, accrued expenses and other current liabilities		16,396		60,213			-				-				76,609
Notes payable		-		7,597			-				-				7,597
Convertible notes, net - current portion		-		144,382			383		(d)		(144,765	)	(k)		-
Deferred revenue		-		102,217			-				-				102,217
Long-term borrowings - current portion		-		704			-				-				704
Current portion of lease liabilities		-		3,723			(924	)	(e)		-				2,799
Total current liabilities		387,329		578,686			(8,458	)			(144,765	)			812,792
Convertible notes, net		-		186,899			50,480		(d)		-				237,379
Long-term liabilities- related party		-		-			38,476		(i)		145,000		(l)		183,476
Lease liabilities		-		30,316			1,186		(e)		-				31,502
Other long-term liabilities		-		12,213			18,823		(h)		-				31,036
Total liabilities		387,329		808,114			100,507				235				1,296,185
Redeemable non-controlling interest		-		-			3,497,694		(g)		-				3,497,694
Shareholders’ equity:
Net parent investment		915,326					(900	)	(a)		-				-
							(914,426	)	(f)
Common stock
Fubo Prior Common Stock		-		34			(34	)	(f)		-				-
Class A Common Stock		-		-			34		(f)		-				34
Class B Common Stock		-		-			95		(f)		-				95
Additional paid-in capital		-		2,246,744			15,152		(f)		-				(1,274,274	)
							(3,497,694	)	(g)
							(38,476	)	(i)
Accumulated deficit				(1,856,199	)		(33,639	)	(a)		-				-
							1,889,838		(f)
Accumulated other comprehensive income		-		11,514			(11,514	)	(f)		-				-
Nonredeemable non-controlling interest		-		(11,352	)		11,352		(f)		-				-
Total shareholders’ equity		915,326		390,741			(2,580,212	)			-				(1,274,145	)
TOTAL LIABILITIES, REDEEMABLE NON-CONTROLLING INTEREST, AND SHAREHOLDERS’ EQUITY:	$	1,302,655	$	1,198,855		$	1,017,989			$	235			$	3,519,734

See Notes to Unaudited Pro Forma Condensed Combined Financial Information

FuboTVInc.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FISCALYEAR ENDED SEPTEMBER 27, 2025

(Amountsin thousands, except per share amounts)

							Pro Forma
																Transaction
							Transaction				Autonomous					Accounting
	HuluLive						Accounting				Entity					Adjustments:
	Historical			Fubo			Adjustments				Adjustments					Financing				Pro Forma
	(Note 2)			Historical			(Note 5)			Notes	(Note 6)			Notes		(Note 5)			Notes	Combined			Notes
Revenues
Subscription	$	-		$	1,501,319		$	-			$	-				$	-				1,501,319
Related party revenue		4,401,139			-			-				(220,057	)		(A)		-				4,181,082
Advertising		-			108,510			(16,277	)	(cc)		344,897			(B)		-				437,130
Other		11,843			6,897			-				-					-				18,740
Total revenues		4,412,982			1,616,726			(16,277	)			124,840					-				6,138,271
Operating expenses:
Subscriber related expenses		2,207,123			902,445			92		(bb)		-					-				3,109,660
Subscriber related expenses - related party		2,194,016			369,627			-				10,618			(C)		-				2,574,261
Broadcasting and transmission		-			46,537			-				-					-				46,537
Sales and marketing		6,892			176,967			5,075		(bb)		28,049			(D)		-				216,983
Technology and development		-			78,312			4,681		(bb)		-					-				82,993
General and administrative		161,234			88,689			5,385		(bb)		27,509			(E)		-				317,356
								34,539		(ee)
Depreciation and amortization		-			40,307			145,640		(aa)		-					-				185,947
Impairment of other assets		-			3,813			-				-					-				3,813
Total operating expenses		4,569,265			1,706,697			195,412				66,176					-				6,537,550
Operating income (loss)		(156,283	)		(89,971	)		(211,689	)			58,664					-				(399,279	)
Other income (expense), net:
Interest expense		-			(18,981	)		-				-					4,705		(ii)		(20,366	)
																	(6,090	)	(kk)
Interest income		-			10,269			-				-					-				10,269
Amortization of debt premium (discount), net		-			1,457			11,524		(dd)		-					993		(ii)		13,974
Gain on settlement of litigation, net		-			219,539			-				-					-				219,539
Gain (loss) on extinguishment of debt		-			-			-				-					(1,376	)	(jj)		(1,376	)
Other income (expense)		-			208			12,157		(gg)		-					-				12,365
Total other income (expense)		-			212,492			23,681				-					(1,767	)			234,406
Income (loss) from continuing operations before income taxes		(156,283	)		122,521			(188,008	)			58,664					(1,767	)			(164,873	)
Income tax (provision) benefit		-			(1,857	)		1,032		(ff)		(176	)		(F)		5		(ll)		(996	)
Net income (loss) from continuing operations		(156,283	)		120,664			(186,976	)			58,488					(1,762	)			(165,869	)
Less: net loss attributable to noncontrolling interest		-			(2,384	)		(123,921	)	(hh)		-					-				(126,305	)
Net income (loss) from continuing operations attributable to Class A common shareholders	$	(156,283	)	$	123,048		$	(63,055	)		$	58,488				$	(1,762	)		$	(39,564	)
Net income (loss) from continuing operations per share attributable to Class A common shareholders:
Basic net income (loss) per Class A common share from continuing<br> operations	$	-		$	0.36															$	(0.11	)	Note 7
Diluted <br>net<br>income (loss) per Class A common share from continuing operations	$	-		$	0.33															$	(0.11	)	Note 7
Weighted average Class A common shares outstanding:
Basic		-			340,328,042																357,926,567		Note 7
Diluted		-			400,913,118																357,926,567		Note 7

See Notes to Unaudited Pro Forma Condensed Combined Financial Information

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

1.	Basis of Presentation

The unaudited pro forma condensed combined financial information has been prepared in accordance with U.S. GAAP and Article 11 of Regulation S-X. The accompanying unaudited pro forma condensed combined financial information is based on the historical combined carve-out financial statements of the Hulu Live Business and the historical consolidated financial statements of Fubo after giving effect to the Transactions and the Financing.

Prior to the Closing, the Hulu Live Business’s fiscal year ended on the Saturday closest to September 30 and Fubo’s historical fiscal year end was December 31. In connection with the Transactions, effective as of the Closing Date, Fubo changed its fiscal year end to September 30, with its first full fiscal year following the Closing Date to end on September 30, 2026. As more fully described in the section above titled “AccountingTreatment of the Transactions”, HL is treated as the accounting acquirer of Fubo in the Transactions accounted for as a reverse acquisition. As a result, following the Closing, the historical combined carve-out financial statements of the Hulu Live Business will become the historical financial statements of Fubo. The unaudited pro forma condensed combined financial information is therefore presented on the basis of the Hulu Live Business’s fiscal year end and combines the historical results of the Hulu Live Business and Fubo. The unaudited pro forma condensed combined balance sheet as of September 27, 2025 combines the historical balance sheet of the Hulu Live Business as of September 27, 2025 and the historical balance sheet of Fubo as of September 30, 2025 on a pro forma basis as if the Transactions and the Financing had been consummated on September 27, 2025. The unaudited pro forma condensed combined statement of operations for the fiscal year ended September 27, 2025 combines the historical statement of operations of the Hulu Live Business for the fiscal year ended September 27, 2025 and the results of operations of Fubo for the twelve months ended September 30, 2025 on a pro forma basis as if the Transactions and the Financing had been consummated on September 29, 2024, the beginning of the earliest period presented. The results of operations of Fubo for the twelve months ended September 30, 2025 were derived by adding Fubo’s historical results of operations for the three months ended December 31, 2024 to its historical statement of operations for the nine months ended September 30, 2025 (see Note 8).

The unaudited pro forma condensed combined financial information has been prepared using, and should be read in conjunction with, the following:

●	the historical audited consolidated financial statements of Fubo as of and for the year ended December 31, 2024, incorporated by reference from its Annual Report on Form 10-K for the year ended December 31, 2024 (filed with the SEC on March 3, 2025);
●	the historical unaudited<br> condensed consolidated financial statements of Fubo as of and for the three and nine months ended September 30, 2025 and 2024, which<br> are incorporated by reference from its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 (filed with<br> the SEC on November 3, 2025);
●	the historical audited combined<br> carve-out financial statements of the Hulu Live Business as of and for the fiscal year ended September 27, 2025, which is attached<br> as an exhibit to, and incorporated by reference in, the Current Report on Form 8-K/A filed by Fubo with the SEC on December<br> 23, 2025 (the “Fubo Form 8-K/A”);
●	the accompanying notes to the unaudited pro forma condensed combined financial information;
●	other information relating<br> to Fubo, the Hulu Live Business and the Fubo Business included or incorporated by reference in the Fubo Form<br> 8-K or the Fubo Form 8-K/A.

The foregoing historical financial statements have been prepared in accordance with U.S. GAAP. The unaudited pro forma condensed combined financial information has been prepared based on the aforementioned historical financial information and the assumptions and adjustments as described in the notes to the unaudited pro forma condensed combined financial information. Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.

Accountingfor the Transactions

The accompanying pro forma financial information was prepared assuming that the Transactions are accounted for as a reverse acquisition of Fubo using the acquisition method of accounting in accordance with ASC 805, Business Combinations (“ASC 805”), with HL treated as the accounting acquirer of Fubo. In identifying HL as the acquiring entity, management took into account the structure of the Transactions, including the relative voting rights and the corporate governance structure of the combined company as of the Closing, the composition of Fubo’s board of directors and designation of certain senior management positions. Accordingly, the historical combined carve-out financial statements of the Hulu Live Business will become the historical financial statements of Fubo following the Transactions.

ASC 805 requires the allocation of purchase consideration to the fair value of the identified assets acquired and liabilities assumed upon consummation of a business combination. For this purpose, fair value shall be determined in accordance with the fair value concepts defined in ASC 820, Fair Value Measurements and Disclosures, (“ASC 820”). Fair value is defined in ASC 820 as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” Fair value measurements can be highly subjective, and it is possible the application of reasonable judgment could result in different assumptions resulting in a range of alternative estimates using the same facts and circumstances.

The preliminary allocation of the purchase price is based upon management’s estimates based on information currently available and is subject to revision as additional information on the fair value of the assets and liabilities become available and final appraisals and analysis are completed. The Company is still evaluating the fair value of intangible assets, and income taxes, in addition to ensuring all other assets and liabilities and contingencies have been identified and recorded. Differences between these preliminary estimates and the final acquisition accounting could occur and these differences could be material. A change in the fair value of the net assets of Fubo may change the amount of the purchase price allocable to goodwill, and could have a material impact on the accompanying unaudited pro forma condensed combined statement of operations and balance sheet.

2.	Accounting Policies and Historical Financial Statement Reclassifications

As part of preparing the unaudited pro forma condensed combined financial information, management conducted an initial review of the accounting policies and financial statement presentation practices of the Hulu Live Business and Fubo to determine if differences in accounting policies and practices require reclassification of results of operations to conform accounting policies and practices. Preliminary reclassifications identified were limited to the naming convention for content-related costs as follows:

●	designation<br> of certain historical Fubo expenses (where Disney and its consolidated entities was the counterparty)<br> in the unaudited pro forma combined statement of operations whereby Fubo’s historical<br> financial statements present such costs in the financial statement line item caption titled<br> “Subscriber related expenses”, which costs are instead presented as “Subscriber<br> related expenses – related party” given the relationship with Disney and its<br> consolidated entities following the completion of the Transactions;
●	designation<br> of certain expenses of the historical Hulu Live Business in the unaudited pro forma combined<br> statement of operations, whereby the Hulu Live Business’s historical financial statements<br> present such costs in the line item caption “Related party costs of revenue”,<br> which costs are instead presented as “Subscriber related expenses - related party”<br> for purposes of the unaudited pro forma condensed combined statement of operations;
●	designation<br> of certain expenses of the historical Hulu Live Business in the unaudited pro forma combined<br> statement of operations, whereby the Hulu Live Business’s historical financial statements<br> present such costs in the line item caption “Third party costs of revenue”, which<br> costs are instead presented as “Subscriber related expenses” for purposes of<br> the unaudited pro forma condensed combined statement of operations; and
●	designation<br> of certain Fubo historical content-related payables to Disney and its consolidated entities<br> in the unaudited pro forma combined balance sheet whereby Fubo’s historical financial<br> statements present such costs in the financial statement line item caption titled “Accrued<br> expenses and other current liabilities”, which costs are instead presented in “Related<br> party accounts payable, accrued expenses and other current liabilities” given the relationship<br> with Disney and its consolidated entities following the Closing.

Management will continue its detailed review of accounting policies and practices following the Closing. As a result of that review, additional differences between the accounting policies and practices of the companies may be identified that, when conformed, could have a material impact on the consolidated financial statements of Fubo.

3.	Preliminary Purchase Price Calculation and Fair Value Estimate of Assets Acquired and Liabilities Assumed

The total preliminary estimated purchase price for the acquisition has been calculated as follows (in thousands):

Estimated fair value of total equity consideration^(i)^	$	1,264,653
Estimated fair value attributed to precombination services for Fubo equity awards^(ii)^		82,946
Estimated fair value of consideration transferred	$	1,347,599
(i)	The<br> equity portion of the preliminary purchase price is based on the closing price of Fubo common<br> stock of $3.69 on the Closing Date and 342,724,309 shares of Fubo common stock<br> outstanding as of the Closing Date. The fair value of Fubo’s common stock, as<br> the accounting acquiree, is used to measure the consideration transferred in this reverse<br> acquisition, as Fubo’s stock price is more reliably measurable than the value of the<br> equity interests of the Hulu Live Business, which was not historically a separate legal entity<br> nor publicly traded prior to the Transactions.
---	---
(ii)	In<br> accordance with the Business Combination Agreement, as of the Closing, each outstanding equity<br> award issued by Fubo prior to the Closing (“Prior Fubo Equity Awards”),<br> including each outstanding stock option (“Prior Fubo Option”), restricted<br> stock unit (“Prior Fubo Restricted Stock Unit”), and performance stock<br> unit (“Prior Fubo Performance Stock Unit”), whether vested or unvested,<br> continued to remain an issued and outstanding stock option, restricted stock unit, or performance<br> stock unit, as applicable, and continues to be subject to the same terms and conditions as<br> of immediately prior to the Closing, as set forth in the legacy Fubo stock plans and<br> applicable award agreement. Based on the treatment of the Transactions as a reverse acquisition,<br> the Prior Fubo Equity Awards are treated as exchanged for replacement awards of the Company<br> for accounting purposes. The portion of the fair value-based measure of the replacement awards<br> that is attributable to precombination vesting is purchase consideration and estimated at<br> approximately $83.0 million. This amount is based on the closing price of Fubo common stock<br> of $3.69 on the Closing Date, the number of Prior Fubo Equity Awards outstanding as<br> of the Closing, and the ratio of the precombination service period over the total service<br> period (on an award-by-award basis). The amount attributed to precombination vesting includes<br> the effects of Prior Fubo Equity Awards with pre-existing acceleration provisions triggered<br> upon the change of control.
---	---

Under the acquisition method of accounting in accordance with ASC 805, the preliminary estimated purchase price will be allocated to Fubo’s underlying assets acquired and liabilities assumed based on their respective fair values, with any excess purchase price allocated to goodwill. The pro forma purchase price allocation is preliminary and the estimated fair value of the assets acquired and liabilities assumed are based upon available information and certain assumptions, which management believes are reasonable to illustrate the estimated effects of the Transactions. The final determination of the purchase price allocation will be completed as soon as practicable and will be based on the fair value of the assets acquired and liabilities assumed as of the Closing. Accordingly, the pro forma purchase price allocation is subject to further adjustment as additional information becomes available and as additional analyses and final valuations are completed.

The preliminary estimated purchase price was allocated as follows (in thousands):

	As of<br><br> <br>September 27, 2025
Estimated fair value of consideration transferred	$	1,347,599
Estimated fair value of assets acquired and liabilities assumed:
Cash and cash equivalents		232,594
Accounts receivable, net		83,439
Prepaid sports rights		28,564
Prepaid and other current assets		15,656
Property and equipment		5,777
Restricted cash		6,148
Intangible assets		548,300
Right-of-use assets		32,922
Other non-current assets		11,253
Accounts payable, accrued expenses, and other current liabilities		(312,146	)
Notes payable		(7,597	)
Deferred revenue		(102,217	)
Convertible notes - current and non-current		(382,144	)
Long-term borrowings - current portion		(704	)
Lease liabilities - current and non-current		(34,301	)
Other long-term liabilities		(31,036	)
Total estimated fair value of net assets acquired		94,508
Nonredeemable non-controlling interest		-
Estimated goodwill	$	1,253,091

Preliminary goodwill is calculated as the excess of the purchase consideration over the estimated fair value of the underlying net assets acquired. The final calculation of goodwill could differ materially from the preliminary amounts presented in the unaudited pro forma condensed combined financial information due to several factors including, but not limited to, changes in the estimated fair value of assets acquired and liabilities assumed, and differences in the actual assets acquired and liabilities assumed at the Closing. For purposes of the unaudited pro forma condensed combined financial information, the purchase price allocated to goodwill is assumed to be nondeductible or amortizable for income tax purposes.

A decrease in the fair value of Fubo’s assets or an increase in the fair value of Fubo’s liabilities from preliminary estimates as of September 27, 2025 would result in a corresponding dollar-for-dollar increase in the estimated amount of goodwill as presented above.

4.	Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

The following summarizes and provides explanations for the pro forma adjustments included in the unaudited Pro Forma Condensed Combined Balance Sheet presented as of September 27, 2025 (in thousands except for share and per share data):

TransactionAccounting Adjustments Related to Transactions to Unaudited Pro Forma Condensed Combined Balance Sheet

(a)	Adjustment<br> to reflect the settlement of approximately $42.5 million of non-recurring transaction expenses<br> from the cash balance as of the Closing, of which approximately $7.9 million was previously<br> accrued and reflected in accrued expenses and other current liabilities in Fubo’s historical<br> balance sheet. The pro forma adjustment for transaction expenses includes approximately $1.0<br> million in incremental audit fees estimated to be incurred by the Hulu Live Business and<br> approximately $33.6 million estimated to be incurred by Fubo and not yet reflected in the<br> historical financial statements, primarily consisting of cash retention bonuses triggered<br> by the Closing, guarantee and success fees, and legal fees. The pro forma adjustment includes<br> incremental estimated transaction costs for the Hulu Live Business, as the accounting acquirer<br> in the transaction, as an adjustment to the Hulu Live Business’s historical net parent<br> investment, as well as incremental estimated transaction costs for Fubo, given Fubo is the<br> historical registrant, as an adjustment to Fubo’s historical accumulated deficit. Refer<br> to Notes 4(f) and 5(ee) for other adjustments related to estimated transaction expenses.<br> The adjustment to cash and cash equivalents for remaining transaction expenses is a preliminary<br> estimate and will differ based on actual cash on hand as of the Closing Date and additional<br> customary adjustments.
(b)	Adjustment<br> recorded to reflect acquired identifiable intangible assets of Fubo, consisting of trademarks<br> and trade names, customer relationships for each streaming and advertising customer, and<br> developed technology assets at their estimated fair values in connection with the application<br> of acquisition accounting, partially offset by the elimination of Fubo’s historical<br> intangible asset balances. Management has performed a preliminary valuation analysis to determine<br> the estimated fair value of each of the identifiable intangible assets using acceptable valuation<br> techniques, such as the income approach including the relief from royalty and the multi-period<br> excess earnings methods. Estimated useful lives have been assigned to the individual intangible<br> assets based on the underlying cash flows expected.
---	---

(a)

Adjustment to reflect the settlement of approximately $42.5 million of non-recurring transaction expenses from the cash balance as of the Closing, of which approximately $7.9 million was previously accrued and reflected in accrued expenses and other current liabilities in Fubo’s historical balance sheet. The pro forma adjustment for transaction expenses includes approximately $1.0 million in incremental audit fees estimated to be incurred by the Hulu Live Business and approximately $33.6 million estimated to be incurred by Fubo and not yet reflected in the historical financial statements, primarily consisting of cash retention bonuses triggered by the Closing, guarantee and success fees, and legal fees. The pro forma adjustment includes incremental estimated transaction costs for the Hulu Live Business, as the accounting acquirer in the transaction, as an adjustment to the Hulu Live Business’s historical net parent investment, as well as incremental estimated transaction costs for Fubo, given Fubo is the historical registrant, as an adjustment to Fubo’s historical accumulated deficit. Refer to Notes 4(f) and 5(ee) for other adjustments related to estimated transaction expenses. The adjustment to cash and cash equivalents for remaining transaction expenses is a preliminary estimate and will differ based on actual cash on hand as of the Closing Date and additional customary adjustments.

(b)

Adjustment recorded to reflect acquired identifiable intangible assets of Fubo, consisting of trademarks and trade names, customer relationships for each streaming and advertising customer, and developed technology assets at their estimated fair values in connection with the application of acquisition accounting, partially offset by the elimination of Fubo’s historical intangible asset balances. Management has performed a preliminary valuation analysis to determine the estimated fair value of each of the identifiable intangible assets using acceptable valuation techniques, such as the income approach including the relief from royalty and the multi-period excess earnings methods. Estimated useful lives have been assigned to the individual intangible assets based on the underlying cash flows expected.

---

The preliminary estimates of fair value and useful lives could differ from the amounts ultimately determined upon finalization of the valuation analyses, and the difference could have a material effect on the accompanying unaudited pro forma condensed combined financial information. A change in the valuation of the acquired identifiable intangible assets would result in an offsetting change of the same amount to goodwill recorded in connection with the Transactions.

The following table summarizes the net adjustment to recognize the estimated fair values of the identifiable intangible assets acquired and their estimated useful lives:

	Estimated fair value			Estimated useful life (years)
Trademarks and trade name	$	113,600			8.0
Customer-related intangible - streaming		254,800			2.0
Customer-related intangible - advertising		23,200			2.0
Developed technology		156,700			5.0
Total estimated fair value of intangible assets acquired	$	548,300
Fubo historical carrying value of intangible assets, net		(113,954	)
Net adjustment to intangible assets	$	434,346
(c)	Adjustment<br> recorded to reflect the preliminary amount of goodwill resulting from the excess of the estimated<br> purchase consideration over the estimated fair value of Fubo’s net assets acquired,<br> as if the acquisition occurred on September 27, 2025, partially offset by the elimination<br> of Fubo’s historical goodwill balance. Refer to Note 3 for details regarding the preliminary<br> allocation of estimated purchase consideration and the calculation of goodwill resulting<br> from the Transactions. The amount of goodwill ultimately recognized will differ from the<br> amount shown in the unaudited pro forma condensed combined financial information due to,<br> among other things, changes to certain of Fubo’s reported asset and liability balances<br> subsequent to the date of the unaudited pro forma condensed combined balance sheet. Goodwill<br> resulting from the acquisition will not be amortized and will be assessed for impairment<br> at least annually.
---	---
(d)	Adjustment<br> recorded to reflect the preliminary estimated incremental fair value of Fubo’s convertible<br> notes based on observable trading prices as of the Closing Date, calculated as follows:
---	---
	Convertible notes, current			Convertible notes,<br><br> non-current		Total convertible notes
---	---	---	---	---	---	---	---
Principal	$	144,765		$	177,506	$	322,271
Debt Premium (Discount)		(383	)		9,393		9,010
Total historical carrying value	$	144,382		$	186,899	$	331,281
Estimated fair value of convertible notes		144,765			237,379		382,144
Net fair value adjustment to convertible notes	$	383		$	50,480	$	50,863
(e)	Adjustments<br> to operating lease assets, presented in right-of-use assets, and operating lease liabilities,<br> presented in both current portion of lease liabilities, and lease liabilities, to reflect<br> the remeasurement of Fubo’s operating leases in accordance with ASC 842, Leases,<br> based on the present value of the remaining lease payments discounted at Fubo’s estimated<br> incremental borrowing rate as of the Closing of the Transactions.
---	---
(f)	Adjustments<br> to net parent investment, common stock, accumulated deficit, accumulated other comprehensive<br> income, APIC, and nonredeemable non-controlling<br> interest to reflect the new capital structure of Fubo as a result of the Transactions, comprised<br> of the following:
---	---
●	recapitalization <br> of Fubo to reflect the accounting for the reverse acquisition under the acquisition method,<br> resulting in the elimination of the Fubo Prior Common Stock, APIC, accumulated deficit<br> (net of estimated Fubo transaction expenses discussed at Note 4(a)), and accumulated other<br> comprehensive income. Also reflects the fair value adjustment to zero of the nonredeemable<br> non-controlling interest as a result of the preliminary estimated purchase price allocation<br> discussed in Note 3.
---	---
●	conversion <br> of approximately 343 million shares of Fubo Prior Common Stock into shares of Class<br> A Common Stock as consideration for the Fubo Business (see Note 3), resulting in an<br> increase in Class A Common Stock at par value and an increase to APIC.
●	issuance <br> of approximately 948 million shares of Class B Common Stock to Hulu following the reorganization<br> of the net assets of the Hulu Live Business. As the reorganization was a transfer between<br> entities under common control, the adjustment reflects a reclassification of the Hulu Live<br> Business’s net parent investment at its historical carrying value, and a corresponding<br> increase in Class B Common Stock at par value and APIC.

The net pro forma adjustment to APIC as a result of the above is calculated as the following:

	As of<br><br> <br>September 27, 2025
Elimination of legacy Fubo additional paid-in capital upon reverse acquisition	$	(2,246,744	)
Conversion of Prior Fubo Common Stock into Class A Common Stock as consideration, net of par value		1,347,565
Reclassification of the Hulu Live Business’s net parent investment upon issuance of Class B Common Stock, net of par value		914,331
Net pro forma adjustment to additional paid-in capital	$	15,152
(g)	Adjustment<br> to redeemable non-controlling interest representing both (i) the initial recognition of<br> Hulu’s 70% economic interest in Newco upon completion of the Transactions, and (ii)<br> the subsequent remeasurement of the redeemable interests to the redemption value as of October<br> 29, 2025, with a corresponding reduction to APIC, measured based on the following:
---	---
	Total<br> Fubo		Fubo’s		Non-controlling
---	---	---	---	---	---	---
	Stockholders’		interest<br> in		interest<br> in
	Equity		Newco		Newco
	100%		30.0%		70.0%
Net<br> assets arising from acquisition of Fubo - see Note 3	$	1,347,599	$	404,280	$	943,319
Historical<br> net assets of the Hulu Live Business		915,326		274,598		640,728
Initial<br> recognition of redeemable non-controlling interest<br> in Newco					$	1,584,047
Remeasurement<br> of redeemable non-controlling interest to redemption value^(i)^						1,913,647
Total<br> pro forma adjustment to redeemable non-controlling interest					$	3,497,694
(i)	The redemption value of<br> the redeemable non-controlling interest is calculated based on 947,910,220 Newco Units issued to Hulu as of the Closing, multiplied<br> by the closing price of the Class A Common Stock on October 29, 2025 of $3.69, net of the par value of the paired Class B Common<br> Stock.
---	---
(h)	Adjustment<br> to other long-term liabilities to reflect recognition of a net deferred tax liability of<br> $18.8 million related to the temporary difference resulting from the financial statement<br> carrying amount as compared to the tax basis of Fubo’s investment in Newco, partially<br> offset by deferred tax assets related to Fubo’s historic tax attributes that are realizable<br> on a more likely than not basis.
---	---
(i)	Adjustment<br> to long-term liabilities – related party to reflect an estimated liability of $38.5<br> million and a corresponding reduction to APIC to reflect the terms of the TRA executed<br> at the Closing. The TRA obligates Fubo to make payments to Hulu with respect to any<br> tax savings resulting from the use of Fubo’s historical tax attributes and any tax<br> basis step-up on future exchanges or redemptions of Newco Units. The TRA liability is presented<br> in long-term liabilities – related party in the unaudited pro forma condensed combined<br> balance sheet and is calculated based on the expected amount of tax savings achieved resulting<br> from the utilization of Fubo’s historic tax attributes, multiplied by 70% as required<br> by the TRA.
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TransactionAccounting Adjustments Related to the Financing to Unaudited Pro Forma Condensed Combined Balance Sheet

(j)	The<br> net pro forma adjustment to cash and cash equivalents is comprised of the following:
	As of<br><br> <br>September 27, 2025
---	---	---	---
Expected proceeds from new promissory note under the Facility	$	145,000
Repayment of 2026 Convertible Notes principal		(144,765	)
Net pro forma adjustment to cash and cash equivalents	$	235

Pursuant to the terms of the commitment letter, no issuance fees are estimated as a result of the assumed drawdown of the Facility.

(k)	Adjustment<br> to convertible notes, net - current portion, to reflect the reduction of the carrying value<br> of the 2026 Convertible Notes (after the fair value adjustment described in Note 4(d)). No<br> gain or loss on extinguishment is assumed in the unaudited pro forma condensed combined balance<br> sheet as the fair value as of the Closing approximates the estimated payoff amount.
(l)	Adjustment<br> to reflect the new $145.0 million of indebtedness expected to be funded under the<br> Facility. Pursuant to the terms of the commitment letter, the promissory note is expected<br> to have a maturity date of January 5, 2031, and is thus presented in long-term liabilities<br> – related party on the unaudited pro forma condensed combined balance sheet as of September<br> 27, 2025.
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5.	Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations

The unaudited pro forma condensed combined statement of operations for the fiscal year ended September 27, 2025 includes the following adjustments:

TransactionAccounting Adjustments Related to Transactions to Unaudited Pro Forma Condensed Combined Statement of Operations

(aa)	Adjustment<br> to reflect the incremental intangible asset amortization related to the identifiable intangible<br> assets as described in Note 4(b), partially offset by the elimination of Fubo’s historical<br> intangible amortization expense. Pro forma amortization expense is based upon the preliminary<br> fair values and estimated useful lives, assuming a straight-line method of amortization.<br> The net adjustment is calculated as follows:
****	Estimated fair value		Estimated useful life (years)		For the Fiscal Year Ended September 27, 2025		****
---	---	---	---	---	---	---	---
Trademarks and trade name	$	113,600		8.0	$	14,200
Customer-related intangible - streaming		254,800		2.0		127,400
Customer-related intangible - advertising		23,200		2.0		11,600
Developed technology		156,700		5.0		31,340
Total estimated fair value of intangible assets acquired	$	548,300			$	184,540
Less: Fubo historical intangible asset amortization expense						(38,900	)
Net adjustment to depreciation and amortization					$	145,640

A 10% increase or decrease in the estimated fair value of the intangible assets would cause an increase or decrease of approximately $18.5 million to the annual amortization amount as presented in the unaudited pro forma condensed combined statement of operations for the fiscal year ended September 27, 2025.

(bb)

Adjustment to eliminate legacy Fubo stock-based compensation expense and recognize estimated post-combination stock-based compensation expense related to (i) Prior Fubo Equity Awards that will be treated as exchanged for replacement awards of the Company for accounting purposes and continue to be subject to the same terms and conditions as of immediately prior to the Closing, and (ii) approximately 4,056,652 new restricted stock units granted at the Closing as retention bonuses to certain officers, directors, and other key employees. The estimated stock-based compensation expense related to the replacement awards reflects the proportionate remaining fair value of the awards not included in purchase consideration (see Note 3). The estimated post-combination compensation expense is presented as if the Closing had occurred on September 29, 2024, and reflects the estimated amount to be recognized in the first year following the Closing.

The following summarizes the net adjustment to reflect estimated post-combination stock-based compensation expense for the fiscal year ended September 27, 2025:

	For the Fiscal Year Ended September 27, 2025
				Estimated
	Reversal of Fubo			post-combination		Net adjustment
	historical stock-			stock-based		to pro forma
	based compensation			compensation		statement of
	expense			expense		operations
Subscriber related	$	(231	)	$	323	$	92
Sales and marketing		(12,800	)		17,875		5,075
Technology and development		(11,807	)		16,488		4,681
General and administrative		(13,584	)		18,969		5,385
Total	$	(38,422	)	$	53,655	$	15,233
(cc)	Adjustment to Fubo’s<br> historical advertising revenue to reflect the estimated impact of the commercial services agreement effective as of the Closing,<br> whereby certain affiliates of Disney will exclusively sell ads on behalf of the Fubo Business and remit 100% of the revenue<br> to the Fubo Business, net of a 15% ad agency fee.
---	---
(dd)	Adjustment<br> to reflect the increase in amortization of debt premium (discount), net as a result of the<br> fair value adjustment to the 2029 Convertible Notes discussed in Note 4(d), which increase<br> to premium amortization was estimated by applying straight line amortization over the remaining<br> term of the convertible notes as of September 29, 2024 through the contractual maturity<br> date of February 15, 2029.
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This adjustment excludes any incremental premium or discount amortization relating to the fair value adjustment to the 2026 Convertible Notes, as the 2026 Convertible Notes are assumed to be repaid immediately following the Closing in the unaudited pro forma condensed combined financial information as a result of the Financing (see Notes 4(j), 4(k) and 4(l)).

(ee)	Adjustment<br> to reflect estimated remaining transaction expenses of approximately $34.5 million not yet<br> accrued in the historical financial statements as of September 27, 2025 (which excludes unpaid<br> pre-combination transaction expenses of approximately $7.9 million settled in cash upon the<br> Closing) as discussed in Note 4(a), consisting of cash retention bonuses triggered by the<br> Closing, guarantee and success fees, audit fees, and other legal fees. Retention bonuses<br> for certain Fubo executives and employees paid in restricted stock units at Closing are reflected<br> in the pro forma adjustment for post-combination stock-based compensation expense in Note<br> (bb).
(ff)	Adjustment<br> to the income tax (provision) benefit of $1.0 million for the fiscal year ended September<br> 27, 2025. The net adjustment reflects the incremental tax benefits associated with the transaction<br> accounting adjustments and the pretax loss of the Hulu Live Business.
---	---
(gg)	Adjustment<br> to record the estimated benefit from the change in the TRA liability (see Note 4(i)) to reflect<br> the impact of the fiscal year 2025 operating results on the amount of tax savings expected<br> to be achieved. The adjustment for the TRA liability is reflected in other income (expense)<br> in the unaudited pro forma condensed combined statement of operations.
---	---
(hh)	Adjustment<br> to recognize the net loss attributable to the noncontrolling interest for the fiscal year<br> ended September 27, 2025, relating to the Newco Units issued to Hulu as of the Closing. The<br> adjustment is calculated as 70% of the pro forma net loss for the period presented (excluding<br> the change in the TRA liability described in Note 5(gg) and the income tax (provision)<br> benefit which are recognized at Fubo (rather than Newco) as a result of the Up-C structure,<br> as follows:
---	---
	For the Fiscal Year Ended<br><br> <br>September 27, 2025
---	---	---	---
Pro forma net loss from continuing operations	$	(165,869	)
Less: estimated benefit from change in Fubo TRA liability		12,157
Less: estimated income tax (provision) benefit of Fubo		(996	)
Pro forma net loss of Newco	$	(177,030	)
Economic interest held by non-controlling interest holders in Newco		70.0	%
Pro forma net loss attributable to noncontrolling interests	$	(123,921	)

TransactionAdjustments Related to the Financing to Unaudited Pro Forma Condensed Combined Statement of Operations

(ii)	Adjustments<br> to eliminate the historical interest expense and amortization of debt premium (discount),<br> net, related to the 2026 Convertible Notes as reported in Fubo’s historical statement<br> of operations.
(jj)	Adjustment<br> to reflect the net loss on extinguishment of the 2026 Convertible Notes assuming the notes<br> were repaid on September 29, 2024, calculated as difference between the carrying amount<br> of the notes of $143.4 million and $144.8 million in remaining principal as of September<br> 29, 2024.
---	---
(kk)	Reflects<br> the recognition of interest expense expected to be incurred on the new $145.0 million of<br> indebtedness expected to be funded under the Facility. The interest expense on the Facility<br> is calculated based on an estimated interest rate of 3.70%, determined by the five-year treasury<br> rate on the Closing Date plus 50 basis points, in accordance with the terms of the<br> commitment letter. Interest expense may be higher or lower depending on the actual interest<br> rate at the time of borrowing. The following table reflects the estimated impact to the pro<br> forma adjustment to interest expense as a result of interest rate changes of plus or minus<br> 100 basis points:
---	---
Pro forma adjustment to interest expense:	For the Fiscal Year Ended <br><br>September 27, 2025
---	---	---
As presented	$	6,090
+ 100 basis points		7,540
- 100 basis points		4,640
(ll)	Adjustment<br> to the income tax (provision) benefit of $0.005 million for the fiscal year ended September<br> 27, 2025. The net adjustment reflects the incremental tax benefits associated with the financing<br> adjustments.
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6.	Autonomous Entity Adjustments
---	---

AutonomousEntity Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

The unaudited pro forma condensed combined balance sheet as of September 27, 2025 does not reflect amounts for autonomous entity adjustments as the commercial arrangements were not effective until the Closing of the Transactions (i.e., the assumed balance sheet date).

AutonomousEntity Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations

The unaudited pro forma condensed combined statement of operations for the fiscal year ended September 27, 2025 includes the following adjustments, which are based on the terms of the various commercial arrangements between Hulu and Fubo that were effective as of the Closing of the Transactions:

(A)	Adjustment<br> to reflect a reduction to the Hulu Live Business’s related party revenue in the unaudited<br> pro forma condensed combined statement of operations to reflect the terms of the commercial<br> services agreement effective as of the Closing, whereby during the term of such agreement<br> (initially five years, and renewable for an additional five-year term by mutual agreement<br> of the parties thereto), Hulu will pay the Hulu Live Business fees equal to 95% of carriage<br> fee expenses incurred by the Hulu Live Business in calendar year 2025 and calendar year<br> 2026, escalating to 97.5% in calendar year 2027 and 99% in calendar year 2028 and thereafter.<br> Related party revenue included in the historical results of the Hulu Live Business were calculated<br> at an amount equal to 100% of carriage fee expenses incurred by the Hulu Live Business during<br> the fiscal year ended September 27, 2025.
(B)	Adjustment to reflect incremental<br> advertising revenue for the Hulu Live Business in the unaudited pro forma condensed combined statement of operations to reflect the<br> commercial terms effective as of the Closing, whereby certain affiliates of Disney will exclusively sell ads on behalf of<br> the Hulu Live Business and remit 100% of the revenue to the Hulu Live Business, net of a 15% ad agency fee. The amount of<br> additional revenue reflected in the unaudited pro forma condensed combined statement of operations is based on the proportionate<br> amount of Hulu advertising revenue based on ad slots run on the HL DMVPD Service compared to total Hulu ad slots for the period presented.<br> No advertising revenue attributable to the Hulu Live Business is reflected in the historical financial information of the Hulu Live<br> Business as contractual ad sharing agreements did not exist prior to the Closing.
---	---
(C)	Adjustment<br> to reflect additional subscriber-related expense – related party in the unaudited pro<br> forma condensed combined statement of operations relating to existing ad revenue share agreements<br> in place with Disney and Hulu programmers, whereby the Hulu Live Business is responsible<br> for any ad revenue share due to programmers after the Closing.
---	---
(D)	Net<br> adjustment to reflect incremental sales and marketing expense to reflect the commercial terms<br> effective as of the Closing, whereby the Hulu Live Business will pay Hulu a marketing<br> support fee equal to 10% of the Hulu Live Business’s marketing budget, which marketing<br> budget must be at least equal to 0.7% of revenues of the Hulu Live Business. The amount of<br> estimated additional expense reflected in the unaudited pro forma condensed combined statement<br> of operations is net of allocated shared marketing costs in the historical combined carve-out<br> financial statements of the Hulu Live Business and is calculated assuming the marketing budget<br> is equal to 0.7% of the pro forma revenues of the Hulu Live Business for the period presented.<br> The net adjustment includes the baseline marketing budget expense and the marketing support<br> fee that is due to Hulu following the Transactions.
---	---
(E)	Net<br> adjustment to reflect incremental general and administrative expense in connection<br> with a brand licensing agreement effective as of the Closing, whereby the Hulu Live<br> Business will pay Hulu a brand license fee equal to 1% of the revenues of the Hulu Live Business.<br> The amount of additional expense reflected in the unaudited pro forma condensed combined<br> statement of operations is net of allocated costs in the historical combined carve-out financial<br> statements of the Hulu Live Business for use of the Hulu brand name and is calculated based<br> on the pro forma revenues of the Hulu Live Business for the period presented.
---	---
(F)	Adjustment<br> to the income tax (provision) benefit of ($0.2) million for the fiscal year ended September<br> 27, 2025. The net adjustment reflects the incremental tax expense associated with the autonomous<br> entity adjustments.
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The Hulu Live Business’s historical combined carve-out financial statements include an allocation of Hulu and Disney’s corporate executive functions and other services previously provided by Hulu and Disney to the Hulu Live Business. This includes certain allocated expenses of approximately $144.0 million for the fiscal year ended September 27, 2025 related to corporate functions that are redundant to those already existing at Fubo, which are reflected as selling, general, and administrative expenses in the Hulu Live Business’s historical combined carve-out financial statements. These expected cost adjustments are not considered autonomous entity adjustments, and Fubo has elected not to present such costs as management adjustments. Accordingly, the $144.0 million is reflected in the pro forma combined total operating expenses for the fiscal year ended September 27, 2025. However, given this redundancy, similar costs are not expected to be incurred by Fubo following the Closing.

7.	Loss Per Share

The pro forma net loss per share is computed by dividing the pro forma net loss available to Class A common shareholders by the estimated weighted average number of Class A Common Stock outstanding during the period. As the Transactions are being reflected as if they had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted net loss per Class A common share assumes that the Class A common shares issued at the Closing of the Transactions have been outstanding since September 29, 2024. Pro forma basic and diluted net loss per share has been adjusted to reflect the pro forma adjustments herein to the unaudited pro forma condensed combined statement of operations.

The following table sets forth the computation of pro forma combined basic and diluted net loss from continuing operations per Class A common share (in thousands, except share and per share amounts):

	For the Fiscal Year Ended<br><br> September 27, 2025
Pro forma net loss from continuing operations	$	(165,869	)
Less: pro forma net loss attributable to non-controlling interest		(126,305	)
Pro forma net loss from continuing operations attributable to Class A common stockholders	$	(39,564	)
Pro forma weighted average common shares calculation:
Conversion of Prior Fubo Common Stock held by legacy Fubo shareholders into Class A Common Stock ^(1)^		342,724,309
Estimated shares of Class A Common Stock expected to be issued upon vesting of new Fubo restricted stock units issued in exchange for Prior Fubo Restricted Stock Units^(2)^		15,202,258
Estimated impact of Class A Common Stock to be issued upon vesting of newly issued Fubo restricted stock units for retention bonuses^(3)^		1,549,981
Pro forma weighted-average common Class A common shares outstanding - Basic		357,926,567
Pro forma weighted-average common Class A common shares outstanding - Diluted		357,926,567
Pro forma net loss from continuing operations per Class A common share - Basic^(4)^	$	(0.11	)
Pro forma net loss from continuing operations per Class A common share - Diluted^(4)^	$	(0.11	)
(1)	Represents<br> the number of shares of Fubo Prior Common Stock held by legacy Fubo shareholders converted<br> into Class A Common Stock as of the Closing.
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(2)	Reflects<br> the estimated impact to basic weighted average shares outstanding for the fiscal year ended<br> September 27, 2025 for Class A Common Stock to be issued upon vesting of Prior Fubo Restricted<br> Stock Units held by legacy Fubo equity award holders (which awards will be treated as exchanged<br> for new awards of the Company for accounting purposes, see Note 3), assuming the Transactions<br> were completed on September 29, 2024.
(3)	Reflects<br> the estimated impact to basic weighted average shares outstanding for the fiscal year ended<br> September 27, 2025 for Class A Common Stock to be issued upon vesting of newly issued Fubo<br> restricted stock units issued as retention bonuses for certain employees at the Closing,<br> see Note 5(bb).
(4)	The<br> shares of Class B Common Stock are voting-only and do not participate in the earnings or<br> losses of Fubo and are therefore not participating securities. As such, separate presentation<br> of basic and diluted net loss per share of Class B Common Stock under the two-class method<br> has not been presented.

Due to the pro forma net loss for the fiscal year ended September 27, 2025, all potentially dilutive securities, including the effects of exchanged Prior Fubo Equity Awards, new restricted stock units issued as retention bonuses at the Closing (excluding those assumed to be issued during the fiscal year ended September 27, 2025 and included in basic pro forma net loss per share), and conversion of the 2029 Convertible Notes, were determined to be antidilutive. Further, for purposes of the unaudited pro forma condensed combined financial information, all potentially issuable shares of Class A Common Stock resulting from the exchange of redeemable non-controlling interests together with the surrender of the Class B Common Stock are assumed to be antidilutive. Therefore, the pro forma diluted net loss per share is the same as the pro forma basic net loss per share.

8.	Fubo Statement of Operations Reconciliation

Fubo’s historical fiscal year end was December 31. In connection with the Transactions, effective as of the Closing Date, Fubo changed its fiscal year end to September 30, with its first full year following the Closing Date to end on September 30, 2026. The unaudited pro forma condensed combined statement of operations is presented on the basis of the Hulu Live Business’s fiscal year end, as the accounting acquirer in the reverse acquisition transaction. The unaudited pro forma condensed combined statement of operations for the fiscal year ended September 27, 2025 presents the historical results of operations of Fubo for the twelve-month period ended September 30, 2025, which were derived by adding Fubo’s historical results of operations for the three months ended December 31, 2024 (derived by deducting the unaudited statement of operations for the nine months ended September 30, 2024 from the audited statement of operations for the year ended December 31, 2024) to its historical unaudited statement of operations for the nine months ended September 30, 2025.

The following presents a reconciliation of Fubo’s historical results of operations for the twelve months ended September 30, 2025, as presented in the accompanying unaudited pro forma condensed combined statement of operations:

	Historical
	For the Nine Months Ended			For the Year Ended			For the Nine Months Ended			For the Twelve Months Ended
	September 30, 2025			December 31, 2024			September 30, 2024			September 30, 2025
	A			B			C			A + B - C
Revenues
Subscription	$	1,094,443		$	1,500,101		$	1,093,225		$	1,501,319
Advertising		74,118			115,200			80,808			108,510
Other		4,888			7,495			5,486			6,897
Total revenues		1,173,449			1,622,796			1,179,519			1,616,726
Operating expenses
Subscriber related expenses		915,422			1,361,011			1,004,361			1,272,072
Broadcasting and transmission		32,726			57,874			44,063			46,537
Sales and marketing		108,767			202,489			134,289			176,967
Technology and development		58,879			80,009			60,576			78,312
General and administrative		78,870			75,073			65,254			88,689
Depreciation and amortization		30,355			38,548			28,596			40,307
Impairment of other assets		-			3,813			-			3,813
Total operating expenses		1,225,019			1,818,817			1,337,139			1,706,697
Operating loss	$	(51,570	)	$	(196,021	)	$	(157,620	)	$	(89,971	)
Other income (expense):
Interest expense		(14,225	)		(20,852	)		(16,096	)		(18,981	)
Interest income		8,863			7,157			5,751			10,269
Amortization of debt premium (discount), net		1,102			1,224			869			1,457
Gain on settlement of litigation, net		219,539			-			-			219,539
Gain on extinguishment of debt		-			29,513			29,513			0
Other income (expense)		(508	)		1,860			1,144			208
Total other income (expense)	$	214,771		$	18,902		$	21,181		$	212,492
Loss from continuing operations before income taxes		163,201			(177,119	)		(136,439	)		122,521
Income tax (provision) benefit		(1,605	)		(659	)		(407	)		(1,857	)
Net loss from continuing operations	$	161,596		$	(177,778	)	$	(136,846	)	$	120,664
Net income (loss)		161,596			(176,091	)		(135,159	)		120,664
Less: Net loss attributable to non-controlling interest		1			3,837			1,454			2,384
Net income (loss) attributable to common shareholders	$	161,597		$	(172,254	)	$	(133,705	)	$	123,048