FuboTV Inc 8-K/A, filed Dec 23, 2025

FuboTV Inc. (FUBO)

8-K/A 2025-12-23 For: 2025-10-29

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Added on April 10, 2026

About this 8-K/A

FuboTV Inc filed this 8-K/A on December 23, 2025, reporting on events of October 29, 2025.

Items reported

Item 8.01: Other events
Item 9.01: Financial statements and exhibits

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☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

	●	Exhibit 99.1 filed with this Amendment includes the disclosure required by Part I, Item 1 (Business) of Form 10-K (the “Supplemental Business Information”), giving effect to the Transaction.

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

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 pro forma condensed combined financial information as of and for the fiscal year ended September 27, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

	FUBOTV INC.

Date: December 23, 2025	By:	/s/ David Gandler
		David Gandler
		Chief Executive Officer

	●	we granted to Hulu the right, license and obligation to distribute the Hulu Live Service via the Hulu platform on a wholesale basis, pursuant to which, during the term of the commercial services 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;
	●	we agreed to bear the cost of marketing expenses for the Hulu Live Service in accordance with an agreed budget, and Hulu is responsible for all marketing execution for the Hulu Live Service in consultation with us;
	●	Hulu or its affiliates continue to own and operate the Hulu and Disney platforms on which the Hulu Live Service is distributed and will exclusively sell and administer subscriptions to the Hulu Live Service, as well as each add-on thereto, and retain subscription revenue;
	●	certain 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 of ad sale revenue; and
	●	Hulu agreed to license the Hulu Live Service-specific brands to us for use in the Hulu Live Business.

	●	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.

	●	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.

	Year Ended						$ Change			% Change
	September 27,			September 28,			Better			Better
(in thousands)	2025			2024			(Worse)			(Worse)
Revenues	$	4,412,982		$	4,219,630		$	193,352			5	%
Costs and expenses:
Costs of revenue		(4,401,139	)		(4,208,655	)		(192,484	)		(5	)%
Selling, general and administrative		(168,126	)		(170,028	)		1,902			1	%
Total costs and expenses		(4,569,265	)		(4,378,683	)		(190,582	)		(4	)%
Operating loss		(156,283	)		(159,053	)		2,770			2	%
Net loss	$	(156,283	)	$	(159,053	)	$	2,770			2	%

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

	Period Ended September 27, 2025			Period Ended September 28, 2024			Period Ended September 30, 2023
	($ In Thousands)

Revenues:
Related party revenue	$	4,401,139		$	4,208,655		$	3,837,718
Other revenue		11,843			10,975			7,901
Total revenues		4,412,982			4,219,630			3,845,619

Costs and expenses
Related party costs of revenue		(2,194,016	)		(2,368,772	)		(2,173,681	)
Third party costs of revenue		(2,207,123	)		(1,839,883	)		(1,664,037	)
Selling, general and administrative		(168,126	)		(170,028	)		(180,221	)
Total costs and expenses		(4,569,265	)		(4,378,683	)		(4,017,939	)

Operating loss		(156,283	)		(159,053	)		(172,320	)

Net loss	$	(156,283	)	$	(159,053	)	$	(172,320	)
Net loss per unit		(0.16	)		(0.17	)		(0.18	)
Weighted average number of units outstanding		947,910			947,910			947,910

	September 27, 2025		September 28, 2024		September 30, 2023
	($ In Thousands)
Assets
Current assets:
Accounts receivable and other	$	6,655	$	4,660	$	2,013

Goodwill		1,296,000		1,296,000		1,296,000
Total assets	$	1,302,655	$	1,300,660	$	1,298,013

Liabilities and Equity
Current liabilities:
Third party accounts payable and accrued liabilities	$	370,933	$	216,303	$	202,333
Related party accounts payable and accrued liabilities		16,396		179,105		171,591
Total liabilities		387,329		395,408		373,924

Commitments and contingencies (Note 2)

Equity
Net Parent investment		915,326		905,252		924,089
Total liabilities and equity	$	1,302,655	$	1,300,660	$	1,298,013

	Period Ended			Period Ended			Period Ended
	September 27, 2025			September 28, 2024			September 30, 2023
	($ In Thousands)
Operating activities
Net loss	$	(156,283	)	$	(159,053	)	$	(172,320	)
Adjustments to reconcile net loss to net cash provided by operating activities:

Change in operating assets and liabilities:
Accounts receivable and other		(1,995	)		(2,647	)		(1,307	)
Third party accounts payable and accrued liabilities		154,630			13,970			50,683
Related party accounts payable and accrued liabilities		(162,709	)		7,514			27,365
Net cash used in operating activities		(166,357	)		(140,216	)		(95,579	)

Financing activities
Net contributions from Parent		166,357			140,216			95,579
Net cash provided by financing activities		166,357			140,216			95,579

Net (decrease) increase in cash and cash equivalents		-			-			-
Cash and cash equivalents at beginning of year		-			-			-
Cash and cash equivalents at end of year	$	-		$	-		$	-

	Net Parent Investment
	($ In Thousands)
Balance at October 1, 2022	$	1,000,830
Net loss		(172,320	)
Net contribution from Parent		95,579
Balance at September 30, 2023		924,089
Net loss		(159,053	)
Net contribution from Parent		140,216
Balance at September 28, 2024		905,252
Net loss		(156,283	)
Net contribution from Parent		166,357
Balance at September 27, 2025	$	915,326

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

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

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

	●	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 commercial arrangements entered into at the Closing (as more fully described in Item 8.01 of the Fubo Form 8-K);
	●	the anticipated borrowing 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.

						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

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

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

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

	As of 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

	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

	Convertible notes, current			Convertible notes, 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

	●	recapitalization of Fubo to reflect the accounting for the reverse acquisition under the acquisition method, resulting in the elimination of the Fubo Prior Common Stock, APIC, accumulated deficit (net of estimated Fubo transaction expenses discussed at Note 4(a)), and accumulated other comprehensive income. Also reflects the fair value adjustment to zero of the nonredeemable non-controlling interest as a result of the preliminary estimated purchase price allocation discussed in Note 3.
	●	conversion of approximately 343 million shares of Fubo Prior Common Stock into shares of Class A Common Stock as consideration for the Fubo Business (see Note 3), resulting in an increase in Class A Common Stock at par value and an increase to APIC.
	●	issuance of approximately 948 million shares of Class B Common Stock to Hulu following the reorganization of the net assets of the Hulu Live Business. As the reorganization was a transfer between entities under common control, the adjustment reflects a reclassification of the Hulu Live Business’s net parent investment at its historical carrying value, and a corresponding increase in Class B Common Stock at par value and APIC.

	As of 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

	Total Fubo		Fubo’s		Non-controlling
	Stockholders’		interest in		interest in
	Equity		Newco		Newco
	100%		30.0%		70.0%
Net assets arising from acquisition of Fubo - see Note 3	$	1,347,599	$	404,280	$	943,319
Historical net assets of the Hulu Live Business		915,326		274,598		640,728
Initial recognition of redeemable non-controlling interest in Newco					$	1,584,047
Remeasurement of redeemable non-controlling interest to redemption value⁽ⁱ⁾						1,913,647
Total pro forma adjustment to redeemable non-controlling interest					$	3,497,694

	As of 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

	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

	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

	For the Fiscal Year Ended 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	)

Pro forma adjustment to interest expense:	For the Fiscal Year Ended September 27, 2025
As presented	$	6,090
+ 100 basis points		7,540
- 100 basis points		4,640

(1)	Represents the number of shares of Fubo Prior Common Stock held by legacy Fubo shareholders converted into Class A Common Stock as of the Closing.
(2)	Reflects the estimated impact to basic weighted average shares outstanding for the fiscal year ended September 27, 2025 for Class A Common Stock to be issued upon vesting of Prior Fubo Restricted Stock Units held by legacy Fubo equity award holders (which awards will be treated as exchanged for new awards of the Company for accounting purposes, see Note 3), assuming the Transactions were completed on September 29, 2024.
(3)	Reflects the estimated impact to basic weighted average shares outstanding for the fiscal year ended September 27, 2025 for Class A Common Stock to be issued upon vesting of newly issued Fubo restricted stock units issued as retention bonuses for certain employees at the Closing, see Note 5(bb).
(4)	The shares of Class B Common Stock are voting-only and do not participate in the earnings or losses of Fubo and are therefore not participating securities. As such, separate presentation of basic and diluted net loss per share of Class B Common Stock under the two-class method has not been presented.

	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