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The following discussion and analysis by our management of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and the accompanying related notes included in this Quarterly Report, the audited combined financial statements and related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations of Fubo and the Hulu Live Business included in the HL Business Closing 8-K. The historical financial results and information presented below reflect the Hulu Live Business prepared on a carve-out basis for periods prior to the consummation of the Business Combination. As a result, the historical results of the Hulu Live Business are not necessarily comparable to the results of the combined company following the Business Combination. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the sections titled “Forward-Looking Statements” and “Risk Factors” for a discussion of forward-looking statements and important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.
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 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.
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-branded offerings (such services, the "Fubo Services"), 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.
We drive our business model with three core strategies, coupled with disciplined capital management:
•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 (the "Commercial 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 years 2025 and 2026, escalating to 97.5% in calendar year 2027 and 99% in calendar year 2028 and thereafter.
Nature of Business
We are principally focused on offering consumers live TV streaming services for sports, news, and entertainment programming. Our revenues are almost entirely derived from the sale of subscription services for the Fubo Services, a wholesale fee arrangement under the Commercial Agreement with Hulu relating to the Hulu Live Service (as defined below), and the sale of advertisements in the United States on the Fubo Services and Hulu Live Service. We also have operations in several international markets, including Canada, France and Spain.
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Business Combination
On October 29, 2025 (the “Closing Date”), we completed the transactions contemplated by the Business Combination Agreement, dated as of January 6, 2025 (the “Business Combination Agreement”), by and among the Company, Disney and Hulu, pursuant to which the parties combined the existing Fubo business with the Hulu Live Business (as defined below) (such transactions, collectively, the "Business Combination").
Pursuant to the Business Combination Agreement, on the Closing Date, (i) Hulu (x) contributed certain assets (the “HL Business Assets”) related to the business of negotiating and administering carriage agreements and similar contracts relating to and for the purpose of the retransmission, distribution, carriage, display or broadcast of any programming service, channel or network on the Hulu Live Service (as defined below) (the “Hulu Live Business”) to Hulu Live LLC (“Hulu Live”), (y) caused Hulu Live to assume only the HL Business Liabilities (as defined in the Business Combination Agreement) and (z) contributed the Hulu Live Business and the HL Business Assets to a newly formed entity, Fubo Operations LLC (“Newco”), by transferring all of its right, title and interest in, to and under 100% of the equity interests of Hulu Live to Newco, (ii) the Company underwent an umbrella partnership C corporation (“up-C”) reorganization and contributed 100% of the equity interests in a newly formed, wholly-owned subsidiary, Fubo Services LLC, to which the Company had previously contributed the Company’s business prior to the Closing Date, to Newco in exchange for units in Newco (“Newco Units”), resulting in Hulu holding a number of Newco Units representing, in the aggregate, a 70% economic interest (calculated on a fully-diluted basis) in Newco and the Company holding a number of Newco Units representing, in the aggregate, a 30% economic interest (calculated on a fully-diluted basis) in Newco, and (iii) the Company issued to Hulu shares of the Company’s Class B Common Stock representing, in the aggregate, a 70% voting interest in the Company (calculated on a fully-diluted basis). The HL Business Assets include certain carriage agreements, rights under joint subscription agreements and related data and information about its subscribers, advertising or sponsorship agreements exclusively related to Hulu’s linear multi-channel subscription video programming distribution service component of the offering known as “Hulu + Live TV” (such service, the “Hulu Live Service”), all other assets (including intellectual property) exclusively related to the Hulu Live Service and all intellectual property constituting the “Live TV” brand.
On the Closing Date, the Company and Hulu, as the members of Newco, adopted an amended and restated limited liability company agreement of Newco, pursuant to which Fubo became the sole managing member of Newco. In addition, we entered into certain commercial agreements with Hulu, including a brand licensing agreement and the Commercial Agreement, pursuant to which, among other things:
•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 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 Services and the Hulu Live Service in exchange for a 15% ad agency fee; and
•Hulu agreed to license the Hulu Live Service-specific brands to us for use in the Hulu Live Business.
The Commercial Agreement provides for an initial term of five years, renewable for an additional five-year term by mutual agreement.
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Basis of Presentation — Business Combination
The Company has accounted for the acquisition consummated pursuant to the Business Combination Agreement as a reverse acquisition of the Company using the acquisition method of accounting in accordance with GAAP, with the Hulu Live Business treated as the accounting acquirer of the Company. Accordingly, commencing with the Quarterly Report on Form 10-Q for the quarter ended December 31, 2025, filed with the SEC on February 5, 2026, the historical combined carve-out financial statements of the Hulu Live Business are presented as the historical financial statements of the Company. Prior to the Business Combination, the Hulu Live Business operated as part of Hulu, which is controlled and consolidated by Disney, and, therefore, its historical financial statements were prepared on a carve-out basis from Disney and Hulu, including allocations of certain corporate costs, shared services, and assets and liabilities that were not historically operated or financed on a standalone basis.
As a result, the financial results and information included herein for the nine month periods ended June 30, 2026 reflects (x) the results of the Hulu Live Business prepared on a carve-out basis for the period from September 28, 2025 through October 28, 2025, and excludes Fubo’s results for this period, and (y) the results of combined Fubo and Hulu Live businesses for the period from October 29, 2025 through June 30, 2026. The financial results and information for all historical periods presented herein reflect the results of the Hulu Live Business prepared on a carve-out basis and excludes the results of the historical Fubo business. Therefore, the historical results of the Hulu Live Business are not necessarily comparable to the results of the Company following the Business Combination.
Reverse Stock Split
On March 23, 2026, the Company amended its Certificate of Incorporation in order to effect a 1-for-12 reverse stock split of its Class A Common Stock and Class B Common Stock outstanding (the "Reverse Stock Split"). The Company’s Class A Common Stock began trading on a split-adjusted basis on the New York Stock Exchange at market open on March 24, 2026 under the existing trading symbol "FUBO". As a result of the Reverse Stock Split, every 12 shares of the Company’s Class A Common Stock and Class B Common Stock issued and outstanding were automatically reclassified into one new share of Class A Common Stock or Class B Common Stock, respectively, subject to the treatment of fractional shares as described below, without any action on the part of the holders. The Reverse Stock Split did not affect the number of authorized shares or the par value of the Company's capital stock. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders of the Company's Class A Common Stock who would otherwise have been entitled to receive fractional shares as a result of the Reverse Stock Split were entitled to a cash payment in lieu thereof at a price equal to the fraction of one share to which the stockholder would otherwise be entitled multiplied by the closing price per share of the Class A Common Stock (as adjusted to give effect to the Reverse Stock Split) on the NYSE on March 23, 2026, the last trading day immediately preceding the effective date of the Reverse Stock Split. Proportionate adjustments were made to the exercise or conversion prices and the number of shares underlying the Company’s outstanding equity awards and convertible notes, as applicable, as well as to the number of shares issuable under the Company’s equity incentive plans.
As a result of the Reverse Stock Split, the aggregate par value of the issued common stock was reduced by reclassifying the par value amount of the eliminated shares of common stock to “Additional paid-in capital” in the Company's Consolidated Balance Sheets and Consolidated Statements of Changes in Shareholders’ Equity. All historical share and per-share amounts reflected throughout this Quarterly Report on Form 10-Q have been retroactively adjusted to reflect the Reverse Stock Split as if the Reverse Stock Split occurred as of the earliest period presented.
Segments
We have one operating segment as of June 30, 2026, the streaming business.
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Key Factors and Trends Impacting Performance
Our financial condition and results of operations have been, and may in the future be, affected by a number of factors and trends, such as those described in Part II, Item 1A, “Risk Factors” and the following:
Brand Awareness
Building and maintaining a strong brand is important to our ability to attract and retain subscribers, as potential subscribers have a number of Pay TV choices. We and our competitors attract new subscribers from each other’s existing subscriber bases as well as from first-time purchasers of Pay TV services. We continue to experience increased competition, including from companies that promote their brands through traditional forms of advertising, such as print media and TV commercials, as well as Internet advertising and website product placement. We primarily rely on paid marketing channels (such as social media, search advertising, display advertising, radio, out of home and television) to grow our brand and reach new subscribers. If these channels become less efficient our growth could be adversely affected.
Subscriber Acquisition, Retention and Engagement
Our long-term growth will depend in part on our ability to grow and retain our subscriber base, as well as increased engagement by our subscribers. The relative content offerings, product features, pricing and user experience of our services will impact our ability to attract and retain subscribers versus our competitors. Any perceived decline in service value, whether through new features, pricing adjustments, or content changes, could hurt our ability to attract and retain customers. Aggressive promotions by competitors could further impact our value proposition.
Acceleration or Deceleration of Cord-Cutting
In recent years, we and other streaming services 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. Although traditional Pay TV still accounts for a meaningful share of TV viewing hours for U.S. households, the proportion has declined in recent years as customers cut the cord. While we believe consumers are increasingly favoring the streaming services based on, among other factors, customer experience and pricing considerations, these positive trends for our business may not continue during future periods.
Advertising Sales and Market Dynamics
A key source of revenue for the Company is from advertising sales. Pursuant to our Commercial Agreement with Hulu, certain affiliates of Disney sell ads on behalf of the Company for the Fubo Services and 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 services pursuant to such agreement. The advertising industry is highly competitive, with numerous internet streaming platforms and services, as well as traditional media, such as radio, broadcast, cable and satellite TV and satellite and internet radio. Many advertisers devote a substantial portion of their advertising budgets to traditional media, and we expect advertisers may do so in the future. Although traditional TV advertisers have shown a growing interest in over-the-top (“OTT”) advertising, we cannot be certain that their interest will increase in the future. If advertisers do not perceive meaningful benefits of OTT advertising, if there are delays or shortfalls in the sale of advertising on our platforms, or if a sufficient supply of quality video advertising inventory cannot be maintained at reasonable costs to keep up with demand, our operating results and growth prospects could be adversely affected. In addition, advertising spend is affected by broader macroeconomic conditions, and therefore economic downturns and recessionary fears may also negatively impact our advertising revenue.
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Content Acquisition and Renewal
Our ability to compete successfully will depend, among other things, on our ability to obtain and package desirable content and deliver it to our subscribers at competitive prices. The addition or loss of popular content or channels, including our ability to enter into new content deals or negotiate renewals with our content providers on terms that are favorable to us, or at all, could affect our results and our ability to grow our business. Content costs represent the majority of our “Subscriber related expenses” and the largest component of our total operating expenses. We have seen an increase in these costs in recent periods. As a result, the renewal of long-term content contracts may be on less favorable pricing terms in the future, which could pressure our margins if we are unable to pass these increased programming costs on to our subscribers. In addition, as content providers bring to market their own direct-to-consumer ("DTC") streaming services, including the simulcasting and/or exclusive distribution of sporting events, the differentiated value proposition offered by our services may diminish. Moreover, if current or future content partners refuse to grant our subscribers access to stream certain channels, or make their content available on their own DTC platform or our competitors’ platforms, whether exclusively or at more attractive pricing, this could adversely affect our ability to acquire and retain subscribers, which could materially and adversely affect our business, financial condition and results of operations.
Seasonality
We typically generate significantly higher levels of revenue and subscriber additions in the fourth quarter (July - September) and first quarter (October - December) 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.
Macroeconomic Factors
Macroeconomic factors, including mounting inflationary cost pressures, uncertainty related to U.S. and international tariffs and other trade barriers, and potential recession indicators, have created significant volatility, uncertainty, and economic disruption. We continue to monitor the effects of the macroeconomic environment and take appropriate steps designed to mitigate the impact on our business; however, the nature and extent of this impact in future periods remains difficult to predict due to numerous uncertainties outside our control.
Components of Results of Operations
Revenues
Subscription
Subscription revenue consists of subscription plans for the Fubo Services sold through the Company’s website and third-party app stores.
Related party
Pursuant to our Commercial Agreement with Hulu, for the Hulu Live Service, the Company receives a wholesale fee from Hulu initially equal to 95% of carriage fee expenses incurred by the Hulu Live Business for calendar years 2025 and 2026, escalating to 97.5% in calendar year 2027 and 99% in calendar year 2028 and thereafter.
Advertising
Pursuant to our Commercial Agreement with Hulu, certain affiliates of Disney exclusively sell ads on behalf of the Company for the Fubo Services and Hulu Live Service and remit 100% of the revenue to the Company, net of a 15% ad agency fee.
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Other
Other revenue consists of distribution fees, commissions, and carriage fees earned on sales through a channel distribution platform for the Fubo Services and Hulu Live Service.
Subscriber related expenses
Subscriber related expenses consist primarily of third-party affiliate distribution rights and other distribution costs related to content streaming on the Fubo and Hulu platforms. Subscriber related expenses - related party consist of program license fees related to content provided by various Disney entities streaming on the Fubo Services and Hulu Live Service.
Broadcasting and transmission
Broadcasting and transmission expenses consist primarily of the cost to acquire a signal, and transcode, store, and retransmit it to the subscribers.
Sales and marketing
Sales and marketing expenses for the Fubo Services consist of payroll and related costs, benefits, rent and utilities, stock-based compensation, agency costs, advertising campaigns and branding initiatives.
Pursuant to our Commercial Agreement with Hulu, the Company bears all marketing expenses of the Hulu Live Business and will pay Hulu a marketing support fee equal to 10% of the Hulu Live Business’s marketing budget, which marketing budget must be at least equal to 0.7% of revenues of the Hulu Live Business. In exchange for the fee, Hulu will be responsible for marketing execution for the Hulu Live Service in consultation with the Company. The Company also pays Hulu a brand license fee equal to 1.0% of the revenues of the Hulu Live Business.
All sales and marketing costs are expensed as they are incurred.
Technology and development
Technology and development expenses consist primarily of payroll and related costs, benefits, rent and utilities, stock-based compensation, technical services, software expenses, and hosting expenses.
General and administrative
General and administrative expenses consist primarily of payroll and related costs, benefits, rent and utilities, stock-based compensation, corporate insurance, office expenses, professional fees, as well as travel, meals, and entertainment costs.
Depreciation and amortization
Depreciation and amortization expense includes depreciation of fixed assets and amortization of finite-lived intangible assets.
Other income (expense)
Other income (expense) primarily consists of gains and losses in extinguishment of debt, interest income, interest expense and financing costs on our outstanding borrowings, gains and losses on settlement of litigation, and amortization of debt premium and discount.
Income tax benefit (provision)
The income tax benefit (provision) is driven by the change in deferred tax assets and liabilities and resulting change in valuation allowance.
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Results of Operations for the Three and Nine Months Ended June 30, 2026 and June 28, 2025 (in thousands):
For the Three Months Ended For the Nine Months Ended
June 30, 2026 June 28, 2025 June 30, 2026 June 28, 2025
Revenues
Subscription $ 300,403 $ — $ 939,651 $ —
Related party 1,067,851 1,071,001 3,349,734 3,296,132
Advertising 108,944 — 302,035 —
Other 4,516 2,794 12,849 9,131
Total revenues 1,481,714 1,073,795 4,604,269 3,305,263
Operating expenses
Subscriber related expenses 816,867 496,221 2,717,088 1,492,313
Subscriber related expenses - related party 547,820 574,780 1,521,090 1,803,819
Broadcasting and transmission 9,141 — 27,293 —
Sales and marketing 59,245 1,184 176,579 5,408
Technology and development 20,900 — 55,291 —
General and administrative 18,111 39,629 66,479 121,243
Depreciation and amortization 36,227 — 96,467 —
Total operating expenses 1,508,311 1,111,814 4,660,287 3,422,783
Operating loss (26,597) (38,019) (56,018) (117,520)
Other income (expense)
Interest expense, net (2,988) — (7,245) —
Amortization of debt premium, net 4,674 — 12,438 —
Other income (expense) (72) — 1,282 —
Total other income (expense) 1,614 — 6,475 —
Loss before income taxes (24,983) (38,019) (49,543) (117,520)
Income tax provision (728) — (1,438) —
Net loss (25,711) (38,019) (50,981) (117,520)
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Revenue, net
Three Months Ended June 30, 2026 and June 28, 2025
During the three months ended June 30, 2026, we recognized revenues of $1,481.7 million compared to $1,073.8 million during the three months ended June 28, 2025. The increase of $407.9 million was primarily due to an increase in subscription revenue of $300.4 million from the Fubo Services as a result of the Business Combination and an increase in advertising revenue of $108.9 million partially offset by a decrease in related party revenue of $3.2 million. There was no subscription revenue during the three months ended June 28, 2025. The decrease in related party revenue was primarily due to a decrease in carriage fees. The increase in advertising revenue is primarily due to the addition of advertising revenue from both the Fubo Services and Hulu Live Service. There was no advertising revenue recognized during the three months ended June 28, 2025.
Nine Months Ended June 30, 2026 and June 28, 2025
During the nine months ended June 30, 2026, we recognized revenues of $4,604.3 million compared to $3,305.3 million during the nine months ended June 28, 2025. The increase of $1,299.0 million was primarily due to an increase in subscription revenue of $939.7 million from the Fubo Services as a result of the Business Combination, an increase in advertising revenue of $302.0 million and an increase in related party revenue of $53.6 million from the Hulu Live Service. There was no subscription revenue during the nine months ended June 28, 2025. The increase in related party revenue was primarily due to an increase in carriage fees. The increase in advertising revenue is primarily due to the addition of advertising revenue from both the Fubo Services and Hulu Live Service. There was no advertising revenue recognized during the nine months ended June 28, 2025.
Subscriber related expenses
Three Months Ended June 30, 2026 and June 28, 2025
During the three months ended June 30, 2026, we recognized subscriber related expenses of $1,364.7 million compared to $1,071.0 million during the three months ended June 28, 2025. The increase of $293.7 million was primarily due to the addition of program license fees from the Fubo Services as a result of the Business Combination and an increase in program license fees on the Hulu Live Service due to an increase in program license contractual rates.
Nine Months Ended June 30, 2026 and June 28, 2025
During the nine months ended June 30, 2026, we recognized subscriber related expenses of $4,238.2 million compared to $3,296.1 million during the nine months ended June 28, 2025. The increase of $942.0 million was primarily due to the addition of program license fees from the Fubo Services as a result of the Business Combination and an increase in program license fees on the Hulu Live Service due to an increase in program license contractual rates.
Broadcasting and transmission
Three Months Ended June 30, 2026 and June 28, 2025
During the three months ended June 30, 2026, we recognized broadcasting and transmission expenses of $9.1 million from the Fubo Services as a result of the Business Combination. There are no comparable results in the prior period.
Nine Months Ended June 30, 2026 and June 28, 2025
During the nine months ended June 30, 2026, we recognized broadcasting and transmission expenses of $27.3 million from the Fubo Services as a result of the Business Combination. There are no comparable results in the prior period.
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Sales and marketing
Three Months Ended June 30, 2026 and June 28, 2025
During the three months ended June 30, 2026, we recognized sales and marketing expenses of $59.2 million compared to $1.2 million during the three months ended June 28, 2025. The increase of $58.1 million was primarily due to sales and marketing expenses from the Fubo Services as a result of the Business Combination.
Nine Months Ended June 30, 2026 and June 28, 2025
During the nine months ended June 30, 2026, we recognized sales and marketing expenses of $176.6 million compared to $5.4 million during the nine months ended June 28, 2025. The increase of $171.2 million was primarily due to sales and marketing expenses from the Fubo Services as a result of the Business Combination.
Technology and development
Three Months Ended June 30, 2026 and June 28, 2025
During the three months ended June 30, 2026, we recognized technology and development expenses of $20.9 million from the Fubo Services as a result of the Business Combination. There are no comparable results in the prior period.
Nine Months Ended June 30, 2026 and June 28, 2025
During the nine months ended June 30, 2026, we recognized technology and development expenses of $55.3 million from the Fubo Services as a result of the Business Combination. There are no comparable results in the prior period.
General and Administrative
Three Months Ended June 30, 2026 and June 28, 2025
During the three months ended June 30, 2026, general and administrative expenses totaled $18.1 million, compared to $39.6 million during the three months ended June 28, 2025. The decrease of $21.5 million was primarily due to the absence of certain expense allocations from Disney and Hulu following the closing of the Business Combination, offset by an increase in expenses from Fubo during the three months ended June 30, 2026.
Nine Months Ended June 30, 2026 and June 28, 2025
During the nine months ended June 30, 2026, general and administrative expenses totaled $66.5 million, compared to $121.2 million during the nine months ended June 28, 2025. The decrease of $54.8 million was primarily due to the absence of certain expense allocations from Disney and Hulu following the closing of the Business Combination, offset by an increase in expenses from Fubo during the nine months ended June 30, 2026.
Depreciation and amortization
Three Months Ended June 30, 2026 and June 28, 2025
During the three months ended June 30, 2026, we recognized depreciation and amortization expenses of $36.2 million. There are no comparable results in the prior period.
Nine Months Ended June 30, 2026 and June 28, 2025
During the nine months ended June 30, 2026, we recognized depreciation and amortization expenses of $96.5 million. There are no comparable results in the prior period.
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Other Income (Expense)
Three Months Ended June 30, 2026 and June 28, 2025
During the three months ended June 30, 2026, we recognized $1.6 million of other income, net. There are no comparable results in the prior period.
Nine Months Ended June 30, 2026 and June 28, 2025
During the nine months ended June 30, 2026, we recognized $6.5 million of other income, net. There are no comparable results in the prior period.
Income tax provision
Three Months Ended June 30, 2026 and June 28, 2025
During the three months ended June 30, 2026, we recognized an income tax provision of $0.7 million. There are no comparable results in the prior year.
Nine Months Ended June 30, 2026 and June 28, 2025
During the nine months ended June 30, 2026, we recognized an income tax provision of $1.4 million. There are no comparable results in the prior year.
Key Performance Metrics
We use certain key performance metrics to monitor and manage our business, including to measure our operating performance, identify trends affecting our business and make strategic decisions. We believe these key performance metrics provide useful information to investors in evaluating our operating results in the same manner management does.
Total Subscribers
Total Subscribers represent the total number of subscribers to our live TV streaming services, including Fubo and Hulu + Live TV, who have completed registration, have activated a payment method (reflecting one paying subscriber per plan), and from whom payment was collected during the month ending the relevant period. Subscribers participating in free or trial offerings are excluded from this metric. We believe the number of total paid subscribers is a useful metric for gauging the size of our user base following the business combination with Hulu + Live TV. For comparative purposes, Total Subscribers for the period ended prior to the Closing Date gives effect to the Business Combination as if it had been completed at the beginning of such period.
We had 5.75 million and 5.63 million Total Subscribers in the United States and Canada ("North America" or "NA") as of June 30, 2026 and June 28, 2025, respectively, and 0.356 million and 0.349 million Total Subscribers in the remaining territories in which the Company operates ("Rest of World" or "ROW") as of June 30, 2026 and June 28, 2025, respectively.
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Gross Profit and Gross Margin (GAAP)
Gross Profit is defined as Revenue less Subscriber related expenses and Broadcasting and transmission. Gross Margin is defined as Gross Profit divided by Revenue. We believe these measures are useful because they represent key profitability metrics for our business and are used by management to evaluate the performance of our business, including measuring the cost to deliver our product to subscribers against revenue.
Our Gross Profit was $107.9 million and $2.8 million for the three months ended June 30, 2026 and June 28, 2025, respectively. Our Gross Margin was 7.3% and 0.3% for the same periods, respectively.
Our Gross Profit was $338.8 million and $9.1 million for the nine months ended June 30, 2026 and June 28, 2025, respectively. Our Gross Margin was 7.4% and 0.3% for the same periods, respectively.
Liquidity and Capital Resources
The accompanying unaudited condensed consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates the continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. See Note 13 in the accompanying unaudited condensed consolidated financial statements for a further discussion of our cash commitments and contractual obligations as of June 30, 2026, including lease obligations and sponsorship agreements.
Our primary sources of cash are receipts from subscription, related party and advertising revenues as well as proceeds from debt financings. Our primary uses of cash are programming license fees and operating expenses, including payroll-related, marketing, technology and professional fees.
In January 2026, we and an affiliate of Disney entered into a promissory note (the "Disney Note") pursuant to which such affiliate provided us with $145.0 million of indebtedness in the form of a senior unsecured term loan (the “Facility”). The Disney Note bears interest at a rate of 4.2% per annum. The Disney Note is unsecured and matures on January 5, 2031 unless earlier repaid, subject to springing maturity in the event we incur certain unsecured indebtedness with a scheduled maturity prior to January 5, 2031. We may prepay any portion of the outstanding principal at any time without penalty. See Note 10 for more information relating to the Facility.
In January 2026, the proceeds of the Facility were used to repay the majority of our convertible senior notes due 2026 (the "2026 Convertible Notes"). The remainder of the approximately $4.6 million aggregate principal amount of the 2026 Convertible Notes were paid on February 15, 2026, the maturity date. As of June 30, 2026, the aggregate principal amount of our convertible senior secured notes due 2029 (the "2029 Convertible Notes") outstanding is approximately $177.5 million, which will mature on February 15, 2029, unless earlier repurchased or converted.
We have an effective shelf registration statement on Form S-3 (No. 333-292921) filed with the SEC on January 23, 2026 under which we may offer, from time to time, in one or more offerings any combination of Class A Common Stock, preferred stock, debt securities, warrants, purchase contracts and units. On January 23, 2026, we filed with the SEC two prospectus supplements to the prospectus included in the Form S-3, covering (i) the resale from time to time by Hulu of up to an aggregate of 78,992,518 shares (the “Hulu Shares”) of our Class A Common Stock, issuable to Hulu upon exercise, conversion or exchange of other securities of the Company or any of its subsidiaries (including shares of Class B Common Stock, and units in Fubo Operations LLC) owned by Hulu, to satisfy registration rights we granted pursuant to a Registration Rights Agreement, dated October 29, 2025, between us and Hulu and (ii) the resale from time to time by certain stockholders of the Company of up to an aggregate of 2,439,182 shares (the “2029 Notes Conversion Shares”) of Class A Common Stock issuable upon conversion of the 2029 Convertible Notes.
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As of June 30, 2026, we had cash, cash equivalents, and restricted cash of $236.4 million. Based on our current outlook, we expect to primarily use our cash and cash equivalents, and cash flows from operations, to fund our operations. However, our future capital requirements will depend on many factors, including, but not limited to, those detailed in Part II, Item 1A, Risk Factors in this Quarterly Report. We therefore may from time to time seek to raise additional capital, to, among other things, fund tax distributions under the Newco Operating Agreement, payments under the Tax Receivables Agreement with Newco and Hulu, if necessary, the redemption right held by Hulu that it may exercise from time to time (should we elect to exchange their Class B Common Stock for a cash payment), repurchases of our debt or equity securities or, if a change in market conditions or other circumstances impacts our current outlook and/or liquidity needs, to fund our operating plan. We also may raise capital from time to time to strengthen our balance sheet and enhance our liquidity. In addition, we may seek to repurchase, refinance or restructure our outstanding debt securities prior to their maturity in one or more transactions, which may involve the payment of cash or the issuance of additional debt or equity securities.
No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to us. Issuing additional shares of our capital stock, other equity securities, or additional securities convertible into equity may dilute the economic and voting rights of our existing shareholders, reduce the market price of our common stock, or both. Debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion. Preferred stock, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit our ability to pay dividends to the holders of our common stock. Our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, which may adversely affect the amount, timing, or nature of our future offerings. As a result, holders of our common stock bear the risk that our future offerings may reduce the market price of our common stock and dilute their percentage ownership. If we are unable to raise additional capital due to unfavorable market conditions, including rising interest rates, or otherwise, or generate cash flows necessary to expand our operations and invest in continued innovation, we may not be able to compete successfully, which would harm our business, operations, and financial condition.
We believe our existing cash and cash equivalents will provide us with the necessary liquidity to continue as a going concern for at least the next twelve months. Our future capital requirements and the adequacy of our available funds will depend on many factors, including our ability to successfully attract and retain subscribers and compete in a rapidly changing market with many competitors. In addition to the foregoing, based on our current assessment, we do not expect any material impact on our long-term development timeline, revenue levels and our liquidity due to macroeconomic factors, including inflationary cost pressures and potential recession indicators. However, we are continuing to assess the impact that macroeconomic factors may have on our operations, financial condition and liquidity, which depends on factors beyond our knowledge and control. See Note 10 in the accompanying unaudited condensed consolidated financial statements for further discussion regarding our outstanding indebtedness.
Cash Flows (in thousands):
Nine Months Ended
June 30, 2026 June 28, 2025
Continuing operations:
Net cash used in operating activities $ (417,093) $ (127,703)
Net cash provided by investing activities 258,946 —
Net cash provided by financing activities 394,575 127,703
Net increase (decrease) in cash, cash equivalents and restricted cash $ 236,428 $ —
Operating Activities
Net cash used in operating activities was $417.1 million during the nine months ended June 30, 2026 compared to net cash used in operating activities of $127.7 million during the nine months ended June 28, 2025. The change was primarily driven by the operating activities of the Fubo Services as a result of the Business Combination.
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Investing Activities
Net cash provided by investing activities was $258.9 million during the nine months ended June 30, 2026. The change was primarily driven by cash received of $268.1 million from legacy Fubo as a result of the Business Combination. There were no investing activities during the nine months ended June 28, 2025.
Financing Activities
Net cash provided by financing activities was $394.6 million during the nine months ended June 30, 2026 compared to net cash provided by financing activities of $127.7 million during the nine months ended June 28, 2025. The change was primarily driven by an increase in net contribution from Disney for the period prior to the Closing Date and note payable - related party, partially offset by the repayment of convertible notes.
Off-Balance Sheet Arrangements
As of June 30, 2026, there were no off-balance sheet arrangements.
Critical Accounting Policies and Estimates
Our discussion and analysis of financial condition and results of operations is based upon our unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP" or "U.S. GAAP"). The preparation of these unaudited condensed consolidated financial statements and related disclosures requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Those estimates and assumptions include, but are not limited to, allocating the fair value of purchase consideration issued in business acquisitions, recoverability of goodwill and intangible assets, valuation of warrants, and equity instruments and accounting for income taxes, including the valuation allowance on deferred tax assets.
Business Combinations
We recognize, separately from goodwill, identifiable assets and liabilities acquired in a business combination at fair value on the date of acquisition. We use our best estimates and assumptions to accurately assign fair value to the tangible and identifiable intangible assets acquired and liabilities assumed at the acquisition date as well as the useful lives of those acquired intangible assets. We estimate the useful lives of the intangible assets based on the expected period over which we anticipate generating economic benefit from the asset. The determination of the fair value of acquired identifiable intangible assets requires us to make significant estimates and assumptions regarding projected revenue and growth rates, royalty rates, and discount rates. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results. We also review our intangible assets for impairment whenever changes in circumstances indicate that the carrying amount of an asset is not recoverable.
Goodwill
We test goodwill for impairment on an annual basis on July 1 for each fiscal year or more frequently if events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. We measure recoverability of goodwill at the reporting unit level. The process of determining the fair value of a reporting unit is highly subjective and involves the use of significant estimates and assumptions. In performing our annual assessment, we can opt to perform a qualitative assessment to test a reporting unit’s goodwill for impairment or we can directly perform a quantitative assessment. Based on our qualitative assessment, if we determine that the fair value of our reporting unit is, more likely than not, less than its carrying amount, then the quantitative assessment is performed. Any excess of the reporting unit’s carrying amount over its fair value will be recorded as an impairment loss.
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Since the Closing Date of the Business Combination, the Company experienced significant decreases in its stock price and market capitalization. During the period ended March 31, 2026, the Company determined that the decreases in its stock price and market capitalization represented a triggering event. As a result, the Company engaged an independent valuation specialist to conduct a quantitative interim impairment test of its goodwill as of March 31, 2026, employing both the income approach (discounted cash flow) and market approach. In completing the quantitative impairment test, the Company compared the reporting unit’s fair value, primarily based on future discounted cash flows, to its carrying value in order to determine if an impairment charge is warranted. The estimates of future discounted cash flows involve considerable management judgment and are based upon certain significant assumptions including the weighted average cost of capital as well as projected EBITDA, which includes assumptions related to revenue growth rates and operating expenses. The weighted average cost of capital and long-term growth rate used to determine the fair value of the reporting unit were 13.0% and 3.0%, respectively. Based on the interim impairment assessment, the Company concluded that the estimated fair value of the reporting unit exceeded its carrying value by approximately 3.6% and the Company concluded no impairment was warranted.
During the three months ended June 30, 2026, the Company determined that there were no triggering events that would require the Company to perform an interim impairment analysis.
Notwithstanding the results of the Company’s interim impairment assessment, if the Company's stock price and market capitalization and the financial performance of the reporting unit declines, then it is possible these financial and economic conditions could result in another triggering event for the reporting unit in the future and could lead to a potential impairment.
Intangible Assets
We amortize purchased-intangible assets on a straight-line basis over the estimated useful life of the assets. We review purchased-intangible assets whenever events or changes in circumstances indicate that the useful life is shorter than we had originally estimated or that the carrying amount of assets may not be recoverable. If such facts and circumstances indicate an asset’s carrying amount may not be recoverable, we assess the recoverability of purchased-intangible assets by comparing the projected undiscounted net cash flows associated with the asset group against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of these asset groups. If the useful life of the asset is shorter than originally estimated, we accelerate the rate of amortization and amortize the remaining carrying value over the new shorter useful life.
Stock-Based Compensation
We recognize stock-based compensation for stock-based awards (including stock options, restricted stock units, and restricted stock awards) in accordance with ASC No. 718, Compensation – Stock Compensation (“ASC 718”). Determining the appropriate fair value of stock-based awards requires numerous assumptions, some of which are highly complex and subjective.
Stock-based awards generally vest subject to the satisfaction of service requirements, or the satisfaction of both service requirements and achievement of certain performance conditions or market and service conditions. For stock-based awards that vest subject to the satisfaction of service requirements or market and service conditions, stock-based compensation is measured based on the fair value of the award on the date of grant and is recognized as stock-based compensation on a straight-line basis over the requisite service period. For stock-based awards that have a performance component, stock-based compensation is measured based on the fair value on the grant date and is recognized over the requisite service period as achievement of the performance objective becomes probable.
We estimate the fair value of our stock option awards on the grant date using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires the use of judgments and assumptions, including fair value of our common stock, the option’s expected term, the expected price volatility of the underlying stock, risk free interest rates and the expected dividend yield. The Black-Scholes model assumptions are further described below:
•Common stock – The fair value of the Company’s common stock.
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•Expected Term - The expected option term represents the period of time the option is expected to be outstanding.
•Expected Volatility – The expected volatility is based on historical volatility of the Company’s stock price.
•Risk-Free Interest Rate - The Company bases the risk-free interest rate on the implied yield available on U. S. Treasury zero-coupon issues with an equivalent remaining term.
•Expected Dividend - The Company has never declared or paid any cash dividends on its common shares and does not plan to pay cash dividends in the foreseeable future, and, therefore, uses an expected dividend yield of zero in its valuation models.
There were no stock options granted during the nine months ended June 30, 2026.
If any of the assumptions used in the Black-Scholes option-pricing model change significantly, stock-based compensation for future awards may differ materially compared with the previously granted awards.
We account for forfeitures as they occur.
The fair value of our restricted stock units and restricted stock awards is estimated on the date of grant based on the fair value of our common stock.
There have been no material changes to our critical accounting policies and estimates from those disclosed in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (“SEC”) on March 3, 2025.
Recently Issued Accounting Pronouncements
See Note 2 to our unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report for a discussion of recent accounting pronouncements.