FUBO 10-K & 10-Q changes, risk factors and insider trading

You should carefully consider the risks and uncertainties described below, together with all of the other information in this Annual Report, including our consolidated financial statements and related notes and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our business, financial condition, results of operations, or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material. If any of the risks actually occur, our business, financial condition, results of operations, and prospects could be adversely affected. In that event, the market price of our common stock could decline, and you could lose part or all of your investment.

We have incurred losses since inception. Our net loss on continuing operations for the year ended December 31, 20232024 was $293.1$177.8 million. We expect that expanding our operations and pursuing growth opportunities will cause our future operating expenses to increase. If our revenue does not grow at a greater rate than our operating expenses, we will not be able to achieve and maintain profitability. A number of our operating expenses, including expenses related to streaming content obligations, are fixed. If we are not able to either reduce these fixed obligations or other expenses or maintain or grow our revenue, our near-term operating losses may increase. Additionally, we may encounter unforeseen operating or legal expenses, difficulties, complications, delays and other factorsfactors, including, without limitation, in connection with the Business Combination, that may result in losses in future periods. If our expenses exceed our revenue, we may never achieve or maintain profitability and our business may be harmed.

We have made, and intend in the future to make, significant investments to support planned business growth and may require additional funds to respond to business challenges, including the need to develop new features or enhance our existing platform, products and services, increase marketing efforts to acquire and retain subscribers, expand into additional markets around the world, improve our operating infrastructure or merge with or acquire complementary businesses, personnel and technologies. Accordingly, we may need to secure additional funds. If we raise additional funds through future issuances of equity or convertible debt securities, including pursuant to our shelf registration statements on Form S-3, our then existing shareholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock. Any debt financing we securesecure, including the senior unsecured term loan available to us on January 5, 2026 and described elsewhere in this Annual Report (the “Facility”), could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. If we were to violate the restrictive covenants contained in the indenture governing our 2029 Secured Convertible Notes (the “2029 notes indenture”) or in any future document governing our indebtedness, we could incur penalties, increased expenses and an acceleration of the payment terms of our outstanding debt, which could in turn harm our business. In addition, if the Business Combination is completed as contemplated as of the date hereof and as described elsewhere in this Annual Report, we will be required to offer to repurchase any of our outstanding 3.25% senior convertible notes due 2026 (the “2026 Convertible Notes”) and convertible senior secured notes due 2029 (the “2029 Convertible Notes”) at a repurchase price equal to 100% of the principal amount of such notes to be repurchased, plus accrued and unpaid interest, if any. We may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of 2026 Convertible Notes or 2029 Convertible Notes surrendered therefor.

We may not be able to obtain additional financing on terms favorable to us, if at all, due to unfavorable market conditions, including rising interest rates, or otherwise. In addition, the 2029 notes indenture, and the exchange agreement entered into in connection with the issuance of the 2029 Secured Convertible Notes (the “Exchange Agreement”), restrict our ability to incur certain indebtedness and issue certain equity securities. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to support our business growth and to respond to business challenges could be significantly impaired, and our business may be harmed.

Accordingly, given the seasonal nature of our business, accurate forecasting is critical to our operations. We anticipate that this seasonal impact on revenue is likely to continue, and any shortfall in expected revenue due to macroeconomic conditions, a decline in the effectiveness of our promotional activities, actions by our competitors, or for any other reason, would cause our results of operations to suffer significantly. For example, the COVID-19 pandemic created significant volatility, uncertainty, and economic disruption and, in addition, mounting inflationary cost pressures and potential recession indicators have negatively impacted the global economy. If these factors continue, or worsen, our revenue may be materially impacted. A substantial portion of our expenses are personnel-related and include salaries, stock-based compensation and benefits that are not seasonal in nature. Accordingly, in the event of a revenue shortfall, we would be unable to mitigate the negative impact on margins, at least in the short term, and our business would be harmed.

In addition, under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), and corresponding provisions of state law, if a corporation undergoes an “ownership change,” which is generally defined as a greater than 50% change, by value, in its equity ownership over a three-year period, the corporation’s ability to use its pre-change net operating loss carryforwards to offset its post-change income may be limited. We have experienced ownership changes in the past, and therefore a portion of our net operating loss carryforwards are subject to an annual limitation under Section 382 of the Code. In addition, we may experience an ownership change for purposes of Section 382 of the Code with the Business Combination. Even if the Business Combination is not consummated, we may experience ownership changes in the future as a result of subsequent changes in our stock ownership, including as a result of conversions of the 2026 Convertible Notes and 2029 Secured Convertible Notes, some of which may be outside of our control. A past or future ownership change that materially limits our ability to use our historical net operating loss and tax credit carryforwards may harm our future operating results by effectively increasing our future tax obligations.

As of December 31, 2023,2024, we had $405.4$330.3 million of outstanding indebtedness on a consolidated basis which included $397.5$144.8 million of 2026 Convertible NotesNotes, $177.5 million of 2029 Convertible Notes, and other notes outstanding with an aggregate principal of approximately $7.9 million. In January 2024, the Company exchanged 2026 Convertible Notes with an aggregate principal of $205.8 million for 2029 Secured Convertible Notes with an aggregate principal of $177.5$8.1 million. Additionally, the terms of the 2029 notes indenture allow for interest payments on the 2029 Secured Convertible Notes to be paid-in-kind.paid in kind. If we choose to pay interest on the 2029 Secured Convertible Notes in kind, the aggregate principal amount of 2029 Secured Convertible Notes outstanding will increase.

•if we fail to make required debt payments or to comply with other covenants in our debt agreements, we would be in default under the terms of these agreements, which could permit our creditors to accelerate repayment of the debt and could cause cross-defaults under other debt agreements. For example, our failure to repay or refinance our 2026 Convertible Notes upon or prior to maturity may trigger an event of default under our 2029 Secured Convertible Notes.

We may also incur additional indebtedness to meet future financing needs.needs, including pursuant to the Facility. If we incur any additional debt, the related risks that we and our subsidiaries face could intensify.

Our ability to make scheduled payments of the principal and interest when due, or to refinance our borrowings under our debt agreements, will depend on our future performance and our ability to raise further equity or debt financing, which is subject to economic, financial, competitive and other factors beyond our control. Our business may not generate cash flow from operations in the future sufficient to both (i) satisfy our existing and future obligations to our creditors and (ii) allow us to make necessary capital expenditures. If we are unable to generate such cash flow or raise further equity financing, we may be required to adopt one or more alternatives, such as reducing or delaying investments or capital expenditures, selling assets, refinancing or obtaining additional equity capital on terms that may be onerous or highly dilutive. Additionally, the terms of the 2029 notes indenture allow for interest payments on the 2029 Secured Convertible Notes to be paid-in-kind. If we choose to pay interest on the 2029 Secured Convertible Notes in kind, the aggregate principal amount of 2029 Secured Convertible Notes outstanding will increase. We may need or desire to repay, refinance, restructure or defease our existing indebtedness, including prior to its maturity, in one or more transactions, which may involve the payment of cash or the issuance of additional debt or equity securities. There can be no assurance that we will be able to refinance any of our indebtedness on commercially reasonable terms, if at all. Our ability to refinance existing or future indebtedness will depend on the capital markets and our financial condition at such time. In addition, the terms of the 2029 notes indenture and the Exchange Agreement restrict our ability to incur certain indebtedness and issue certain equity securities. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our current or future debt agreements, including the Facility.

•costs associated with defending any litigation, including antitrust and intellectual property infringement litigation;

We typically enter into long-term contracts for both the acquisition and the distribution of media content, including contracts for the acquisition of content rights for sporting events and other programs.programs, as well as the distribution of content on connected TV platforms. As these contracts expire, we must renew or renegotiate the contracts, and if we are unable to renew them on acceptable terms, we may lose content rights or distribution rights. Even if these contracts are renewed, the cost of obtaining content rights may increase (or increase at faster rates than our historical experience). Moreover, our ability to renew these contracts on favorable terms may be affected by consolidation in the market for content distribution, the entrance of new participants in the market for distribution of content, the scale of our subscriber base and other factors. With respect to the acquisition of content rights, particularly sports content rights, the impact of these long-term contracts on our results over the term of the contracts depends on a number of factors, including the strength of advertising markets, subscription levels and rates for content, effectiveness of marketing efforts and the size of viewer audiences. There can be no assurance that revenues from content based on these rights will exceed the cost of the rights plus the other costs of producing and distributing the content.

If consumers perceive a reduction in the value of our platform because, for example, we introduce new or adjust existing features, adjust pricing or platform offerings, or change the mix or packaging of content in a manner that is not favorably received by them, we may not be able to attract and retain subscribers. Subscribers cancel their subscription for many reasons, including due to a perception that they do not use the platform sufficiently, the need to cut household expenses, the availability of content is unsatisfactory, competitive services provide a better value or experience and customer service issues are not satisfactorily resolved. We must continually add new subscriptions both to replace canceled or expired subscriptions and to grow our business beyond our current subscription base. While we permit multiple subscribers within the same household to share a single account for non-commercial purposes, if account sharing is abused, our ability to add new subscribers may be hindered and our results of operations may be adversely impacted. If we do not grow as expected, given, in particular, that our content costs are largely contracted over several years, we may not be able to adjust our expenditures or increase our (per subscriber) revenues commensurate with the lowered growth rate such that our margins, liquidity and results of operations may be adversely impacted.

Our business, financial condition, and results of operations are also impacted by changes in the distribution strategy by the various content providers on our platform. This also impacts our ability to accurately forecast subscriber growth and revenue. Some of these changes may include the simulcasting and/or exclusive streaming of content, including sporting events that traditionally were only broadcasted on linear Pay TV, on direct-to-consumer (“DTC”) “plus services” at generally lower prices. If current or future content partners refuse to grant our subscribers access to stream certain channels or sporting events, 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 operation. In addition, ifRegional Sports Networks (“RSNs”) have been a significant driver of subscription growth for us. Recently, certain RSNs have been experiencing financial challenges, which may impact their ability to maintain or enhance their sports programming and, in turn, could adversely affect our future subscriber growth and retention. If popular local sports programming, which has historically had limited carriage and distribution via regional sports networks,RSNs, continues to shift to national broadcast networks and as a result continues to become more widely available on competitor platforms, including those that have not previously carried regionalized sports programming, it could adversely impact our ability to acquire this content, or to do so in cost-effective manner, or our ability to compete with current and new competitors.

We may fail to attract content providers that generate a sufficient quantity or quality of ad content hours on our platform and continue to grow our video ad inventory. Our business model depends on our ability to grow video ad inventory on our platform and sell it to advertisers. We grow ad inventory by adding and retaining content providers on our platform with ad-supported channels that we can monetize. Additionally, our ad inventory may be limited by restrictive ad requirements imposed by content providers. If we are unable to grow and maintain a sufficient supply of quality video advertising inventory at reasonable costs to keep up with demand, our business may be harmed.

Our ability to provide our subscribers with content they can watch depends on content providers and other rights holders licensing rights, including distribution rights, to such content and certain related elements thereof, such as the public performance of music contained within the content we distribute. The license periods and the terms and conditions of such licenses vary, and we may be operating outside the terms of some of our current licenses. As content providers develop their own streaming services or elect to license content exclusively to third-party services, they may be unwilling to provide us with access to certain content, including popular seriesseries, movies or movies.sporting events. If the content providers and other rights holders are not or are no longer willing or able to license us content upon terms acceptable to us, our ability to stream content to our subscribers may be adversely affected and/or our costs could increase. Because of these provisions as well as other actions we may take, content available through our service can be withdrawn on short notice. As competition increases, we see the cost of certain programming increase.

As a producer and distributor of content, we face potential liability for negligence, copyright and trademark infringement, or other claims based on the nature and content of materials that we acquire, produce, license and/or distribute. We also may face potential liability for content used in promoting our service, including marketing materials. We are devoting more resources toward the development, production, marketing and distribution of original programming, including Fubo Sports Network and the Maximum Effort Channel.Network. We believe that original and exclusive programming can help differentiate our service from other offerings, enhance our brand and otherwise attract and retain subscribers. To the extent our programming does not meet our expectations, in particular, in terms of costs, viewing and popularity, our business, including our brand and results of operations may be adversely impacted. As we have expanded our original programming, we have become responsible for production costs and other expenses, such as ongoing guild payments. We also take on risks associated with production, such as completion and key talent risk, which risks were heightened during COVID-19.risk. Further, negotiations or renewals related to entertainment industry collective bargaining agreements could negatively impact timing and costs associated with our productions. We contract with third parties related to the development, production, marketing and distribution of our original programming. We may face potential liability or may suffer significant losses in connection with these arrangements, including but not limited to if such third parties violate applicable law, become insolvent or engage in fraudulent behavior. To the extent we create and sell physical or digital merchandise relating to our programming, and/or license such rights to third parties, we could become subject to product liability, intellectual property or other claims related to such merchandise. We may decide to remove content from our service, not to place licensed or produced content on our service or discontinue or alter production of original content if we believe such content might not be well-received by our current or potential subscribers, or could be damaging to our brand or business.

If we may identify material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, investors could lose confidence in the accuracy and completeness of our financial reports.

We regularly review key metrics related to the operation of our business, includingincluding, but not limited toto, average revenue per user, and number of subscribers, to evaluate growth trends, measure our performance, and make strategic decisions. These metrics are calculated using internal company data and have not been validated by an independent third party. While these numbers are based on what we believe to be reasonable estimates of our subscriber base for the applicable period of measurement, there are inherent challenges in measuring how our platform is used across large populations.

We have a significant amount of goodwill and long-lived assets on our condensed consolidated balance sheet. Under generally accepted accounting principles, annually, and upon the identification of a triggering event, management is required to perform an evaluation of the recoverability of goodwill and long-lived assets. Triggering events potentially warranting an interim goodwill impairment test include, among other factors, declines in historical or projected revenue, operating income or cash flows, and sustained declines in the Company’s stock price or market capitalization, considered both in absolute terms and relative to peers. If business conditions or other factors cause profitability and cash flows to decline, we may be required to record non-cash impairment charges. If the carrying value of our reporting unit exceeds the current fair value, the goodwill is considered impaired and is reduced to fair value by a non-cash charge to earnings. The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made.

Risks Related to Our Products and Technologies and Competition

Companies such as AT&T,DirecTV, Comcast, Cox and Altice, along with virtual multichannel video programming distributors, such as YouTube TV, Hulu LiveLive, DirecTV Stream, Philo and Sling TV, offer TV streaming products that compete with our platform. In many cases, these competitors have the financial resources to subsidize the cost of their streaming services in order to promote their other products and services making it harder for us to acquire new subscribers and increase hours streamed. Similarly, some service operators, such as Comcast and Altice, offer TV streaming applications as part of their cable service plans and can leverage their existing consumer bases, installation networks, broadband delivery networks and name recognition to gain traction in the TV streaming market. Some of these companies also promote their brands through traditional forms of advertising, such as TV commercials, as well as Internet advertising or website product placement, and have greater resources than us to devote to such efforts.

In addition, many TV manufacturers, such as Roku, Inc., Amazon.com, Inc., LG Electronics Inc., Samsung Electronics Co., Ltd. and VIZIO, Inc., offer their own TV streaming solutions pre-installed on their TVs. Other devices, such as Microsoft’s Xbox and Sony’s PlayStation game consoles and many DVD and Blu-ray players, also incorporate TV streaming functionality.

We expect competition in TV streaming from the large technology companies and service operators described above, as well as new and growing companies, to increase in the future. This increased competition could result in pricing pressure, lower revenue or the failure of our platform to gain or maintain broad market acceptance. To remain competitive, we need to continuously invest in product development and marketing. We may not have sufficient resources to make additional investments needed to maintain our competitive position. In addition, many of our competitors have longer operating histories, greater name recognition, larger customer bases and significantly greater financial, technical, sales, marketing and other resources than us, which provide them with advantages in developing, marketing or servicing new products and offerings. As a result, they may be able to respond more quickly to market demand, devote greater resources to the development, promotion and sales of their products or the distribution of their content, secure more favorable rates for their content, and influence market acceptance of their products better than we can. These competitors may also be able to adapt more quickly to new or emerging technologies or standards and may be able to deliver products and services at a lower cost. New entrants may enter the TV streaming market with unique service offerings or approaches to providing video. In addition, our competitors may enter into business combinations or alliances that strengthen their competitive positions. Even if the Business Combination is consummated, we may not be able to sustain or strengthen our competitive position. Increased competition could reduce our market share, revenue and operating margins, increase our operating costs, harm our competitive position and otherwise harm our business.

Several of these competitors have long operating histories, large customer bases, strong brand recognition, exclusive rights to certain content and significant financial, marketing and other resources. They may secure better terms from suppliers, adopt more aggressive pricing and devote more resources to product development, technology, infrastructure, content acquisitions and marketing. New entrants may enter the market or existing providers may adjust their services with unique offerings or approaches to providing entertainment video. Companies also may enter into business combinations or alliances that strengthen their competitive positions. If we are unable to successfully compete with current and new competitors, our business couldwill be materially and adversely affected, and we may not be able to increase or maintain market share or revenues.

Our business utilizes internally developed and third party artificial intelligence ("AI") and machine learning technologies, including in connection with offering interactive functionality on our platform. InFor example, in December 2021, we completed the acquisition of Edisn, an AI-powered computer vision platform with patent-pending video recognition technologies based in Bangalore, India. We are, and plan in the future, to evaluate the further investment in and/or use artificial intelligence and machine learning technologies, including potential utilization by our business. As with many technological innovations, artificial intelligence presents risks and challenges that could affect our ability to effectively use such technologies, and therefore our business. If our AI tools are inadequately or incorrectly designed, improperly trained or used, or the data used to train or refine them is incomplete, inadequate or biased in some way,way or is data to which we or the providers of such AI technologies do not have sufficient rights, our use of AI may inadvertently reduce our efficiency or cause unintentional or unexpected outputs that are incorrect, do not match our business goals, do not comply with our policies or standards or adversely affect our financial condition, business and reputation.

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,I, Item 1A, “Risk Factors” and the following:

In recent years, including as a result of the COVID-19 pandemic, 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;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.

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

Other income (expense) primarily consists of thegains changeand losses in fair valueextinguishment of financial instruments,debt, interest income, interest expense and financing costs on our outstanding borrowingsborrowings, and amortization of debt premium and discount.

The income tax (provision) benefit is driven by the change in deferred tax assets and liabilities and resulting change in valuation allowance.

The net income (loss) from discontinued operations primarily consists of operating expenses related to the launch and wind down of the wagering business, impairment expense associated with the write-off of goodwill, intangible assets, and other assets, and re-evaluation of certain contract termination costs.

During the year ended December 31, 2023,2024, we recognized revenues of $1,368.2$1,622.8 million compared to $1,008.7$1,368.2 million during the year ended December 31, 2022.2023. The increase of $359.5$254.6 million was primarily due to an increase in subscription revenue of $343.7$250.5 million, comprising $205.7$171.8 million from increases in our subscriber base and $138.0$78.7 million from increases in subscription package prices and attachments sold.sold, Advertisingand an increase in other revenue increasedof $13.6$4.2 million primarily due to new contracts entered into during the year ended December 31, 2024. Advertising revenue decreased by $0.2 million primarily due to a decrease in CPMs offset by an increase in the number of impressions sold offset by a decrease in CPMs.sold.

During the year ended December 31, 2023,2024, we recognized sales and marketing expenses of $207.0$202.5 million compared to $183.6$207.0 million during the year ended December 31, 2022.2023. The increasedecrease of $23.4$4.5 million was primarily due to a $17.8$5.5 million increasedecrease in stock-based compensation and a $1.5 million decrease in marketing expense tooffset acquire new customers andby a $5.3$2.2 million increase in payroll expense due to an increase in employee headcount and salaries.expense.

During the year ended December 31, 2023,2024, we recognized technology and development expenses of $67.7$80.0 million compared to $69.3$67.7 million during the year ended December 31, 2022.2023. The decreaseincrease of $1.6$12.3 million was primarily due to aan decreaseincrease in payroll expense of $2.7 million and a decrease in contractor expense of $1.6$11.3 million partially offset by an increase of $2.0 million in stock-based compensation.million.

During the year ended December 31, 2023,2024, general and administrative expenses totaled $64.3$75.1 million compared to $81.2$64.3 million for the year ended December 31, 2022.2023. The decreaseincrease of $16.9$10.8 million was primarily due to a decrease of $4.4$23.9 million for sales tax due to the absence of a reserveincrease in thelegal current year, a $4.0 million decrease in stock-based compensation, a $2.0 million decrease in professional fees, and an $8.8 million decrease in payroll expense,fees partially offset by a $2.9$12.1 million increasereduction in amortizationaccrual for indirect taxes primarily due to expiration of contentstatute productionof costs.limitations.

During the year ended December 31, 2023,2024, we recognized depreciation and amortization expenses of $36.5$38.5 million compared to $36.7$36.5 million during the year ended December 31, 2022.2023. The decreaseincrease of $0.2$2.1 million is primarily related to the full amortization of certain intangible assets in prior periods offset by an increase in amortization from the capitalization of internal use assets and the purchase of intangible assets.

During the year ended December 31, 2023,2024, we recognized $4.6$18.9 million of other expenseincome (net) compared to $14.9$4.6 million of other expense (net) during the year ended December 31, 2022.2023. The decreasechange of $10.2$23.5 million is primarily related to a $1.6$27.9 million increase in gain on extinguishment of debt inpartially 2023,offset by an increase in interest income of $8.5 million due to an increase in cash invested in interest-bearing accounts, and a decrease in interest expense of $0.5$7.1 million due to the repurchase of convertible notes.million.

During the year ended December 31, 2023,2024, we recognized net income from discontinued operations of $5.2$1.7 million compared to a net loss of $136.9$5.2 million during the year ended December 31, 2022.2023. The netdecrease incomeof in$3.5 2023million is due to a gain on the settlement and remeasurement of certain liabilities. The net loss in 2022 isprimarily due to the discontinuancechange in impact from the re-evaluation of certain contract termination costs in each period. We discontinued the operations of our wagering business in October 2022.

Our NA ARPU was $82.25$85.97 and $72.74$82.25 for the years ended December 31, 20232024 and 2022,2023, respectively. Our ROW ARPU was $6.82$7.49 and $6.14$6.82 for the yearyears ended December 31, 20232024 and 2022.2023, respectively.

Our grossGross profitProfit was $86.1$203.9 million and $(41.1)$86.1 million for the years ended December 31, 20232024 and 2022,2023, respectively. Our grossGross marginMargin was 6.3%12.6% and (4.1)%6.3% for the same periods, respectively.

The accompanying 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 1615 in the accompanying consolidated financial statements for a further discussion of our cash commitments and contractual obligations as of December 31, 2023,2024, including lease obligations and sponsorship agreements, in addition to our discussion below regarding the dissolution of Fubo Gaming in October 2022.agreements.

Our primary sources of cash are receipts from subscriberssubscription and advertising revenue as well as proceeds from equity and debt financings. Our primary uses of cash are content and programming license fees and operating expenses, including payroll-related, marketing, technology and professional fees. In addition, prior to the dissolution of our subsidiary, Fubo Gaming, on October 17, 2022, and the concurrent termination of operations of Fubo Sportsbook, our primary uses of cash included expenses related to the launch and operations of our wagering business.

InOn February 2, 2021, we raised $389.4 million, net of offering expenses, through the sale of $402.5 million aggregate principal amount of 3.25% senior convertible notes due 2026 (the "2026 Convertible Notes"). The 2026 Convertible Notes bear interest at a rate of 3.25% per annum, payable semi-annually each year. In October 2023, the Company repurchased $5.0 million principal amount of the 2026 Convertible Notes for $3.3 million. In January 2024, we exchanged (the "Exchange") $205.8 million principal amount of the 2026 Convertible Notes for $177.5 million in aggregate principal amount of the Company’s new convertible senior secured notes due 2029 (the “2029 Convertible Notes”). Upon completion of the Exchange, the aggregate principal amount of the 2026 Notes outstanding is $191.7 million, and the aggregate principal amount of the 2029 Notes outstanding is $177.5 million. At our election for any interest period, the 2029 Convertible Notes will bear interest at a rate of (i) 7.50%7.5% per annum on the principal amount thereof if interest is paid in cash and (ii) 10.00%10.0% per annum on the principal amount thereof if interest is paid in kind, in each case payable semi-annually each year. During the year ended December 31, 2024, we repurchased $46.9 million principal amount of the 2026 Convertible Notes for $27.1 million, including accrued interest. Upon completion of the Exchange and the repurchases, the aggregate principal amount of the 2026 Convertible Notes outstanding is $144.8 million, and the aggregate principal amount of the 2029 Convertible Notes outstanding is $177.5 million.

We currently have an effective shelf registration statement on Form S-3 (No. 333-258428) initially filed with the SEC on August 4, 2021, as amended (the “2021 Form S-3”), pursuant to which we may offer, from time to time, in one or more offerings any combination of common stock, preferred stock, debt securities, warrants, purchase contracts and units of up to $750.0 million in the aggregate. We also have an additional effective shelf registration statement on Form S-3 (No 333-266557) filed with the SEC on August 5, 2022 under which we may offer, from time to time, in one or more offerings any combination of common stock, preferred stock, debt securities, warrants, purchase contracts and units of up to $750.0 million in the aggregate. In addition, we have an effective shelf registration statement on Form S-3 (No. 333-277677) filed with the SEC on March 5, 2024 under which we may offer, from time to time, in one or more offerings any combination of common stock, preferred stock, debt securities, warrants, purchase contracts and units (the "2024 Form S-3"). On August 4, 2022, we entered into an at-the-market sales agreement with Evercore Group L.L.C., Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and Needham & Company, LLC, as sales agents, under which we may, from time to time, sell shares of our common stock having an aggregate offering price of up to $350.0 million through the sales agents (the "ATM Program") under our 2021 Form S-3. On August 6, 2024, we filed a prospectus supplement to the base prospectus accompanying the 2024 Form S-3 in order to migrate the ATM Program from a prior effective registration to the 2024 Form S-3. Upon the filing of such prospectus supplement, all offers or sales under the ATM Program shall be made under the 2024 Form S-3. During the year ended December 31, 2024, we sold 33,218,851 shares of our common stock under the ATM Program, resulting in net proceeds of approximately $43.3 million, after deducting agent commissions and issuance costs. As of December 31, 2024, there was $112.0 million of common stock remaining available for sale under the 2022 Sales Agreement.

As of December 31, 2024, we had cash, cash equivalents and restricted cash of $167.6 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,I, Item 1A, Risk Factors in this Annual Report. We therefore may from time to time seek to raise additional capital, including selling shares of our common stock under our ATM program to, among other things, fund 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. Subject to market conditions, weWe also may opportunistically choose to 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.

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 1110 in the accompanying consolidated financial statements for further discussion regarding our outstanding indebtedness.

As of MarchJune 31,30, 2026, we had $323.0$322.8 million of outstanding indebtedness on a consolidated basis which included $177.5 million of 2029 Convertible Notes, $145.0 million of debt from Disney and other notes outstanding with an aggregate principal of approximately $0.5$0.3 million. 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. Additionally, the terms of the 2029 Notes Indenture allow for interest payments on the 2029 Convertible Notes to be paid in kind. If we choose to pay interest on the 2029 Convertible Notes in kind, the aggregate principal amount of 2029 Convertible Notes outstanding will increase.

Our business, financial condition, and results of operations are also impacted by changes in the distribution strategy by the various content providers on our platform. This also impacts our ability to accurately forecast subscriber growth and revenue. Some of these changes may include the simulcasting and/or exclusive streaming of content, including sporting events that traditionally were only broadcasted on linear Pay TV, on direct-to-consumer (“DTC”) “plus services” at generally lower prices. If current or future content partners refuse to grant our subscribers access to stream certain channels or sporting events, 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 operation. In addition, Regional Sports Networks (“RSNs”) have been a significant driver of subscription growth for the historical Fubo business. Recently, certain RSNs have been experiencing financial challenges, which may impact their ability to maintain or enhance their sports programming and, in turn, could adversely affect our future subscriber growth and retention. If popular local sports programming, which has historically had limited carriage and distribution via RSNs, continues to shift to national broadcast networks and as a result continues to become more widely available on competitor platforms, including those that have not previously carried regionalized sports programming, it could adversely impact our ability to acquire this content, or to do so in cost-effective manner, or our ability to compete with current and new competitors.

Our business utilizes internally developed and third party artificial intelligence ("AI") and machine learning technologies, including in connection with offering interactive functionality on our platform. For example, in December 2021, we acquired Edisn LLC, an AI-powered computer vision platform with patent-pending video recognition technologies based in Bangalore, India. We are,are currently evaluating, and plan in the future,future to evaluatecontinue evaluating, the further investment in and/or use of artificial intelligence and machine learning technologies, including potential utilization by our business. As with many technological innovations, artificial intelligence presents risks and challenges that could affect our ability to effectively use such technologies, and therefore our business. If our AI tools are inadequately or incorrectly designed, improperly trained or used, or the data used to train or refine them is incomplete, inadequate or biased in some way or is data to which we or the providers of such AI technologies do not have sufficient rights, our use of AI may inadvertently reduce our efficiency or cause unintentional or unexpected outputs that are incorrect, do not match our business goals, do not comply with our policies or standards or adversely affect our financial condition, business and reputation.

In addition to our proprietary AI technologies, we use AI technologies licensed from third parties in our business. Our ability to continue to use such technologies at the scale we need may be dependent on access to specific third-party software and infrastructure. We cannot control the availability or pricing of such third-party AI technologies, especially in a highly competitive environment, and we may be unable to negotiate favorable economic terms with the applicable providers. If any such third-party AI technologies become incompatible with our solutions or unavailable for use, or if the providers of such models unfavorably change the terms on which their AI technologies are offered or terminate their relationship with us, our solutions may become less appealing to our customers and our business will be harmed. In addition, to the extent any third party AI technologies are used as a hosted service, any disruption, outage, loss, misuse or losstheft of information, including any confidential information, intellectual property, proprietary business information and personal information (collectively, “Confidential Information”), through such hosted services could disrupt our operations or solutions, damage our reputation, cause a loss of confidence in our solutions, or result in legal claims or proceedings, for which we may be unable to recover damages from the affected provider.

We believe that our future success is highly dependent on the talents and contributions of David Gandler, our Co-Founder and Chief Executive Officer, other members of our executive team,team and other key employees, such as engineering, finance, legal, research and development, marketing, and sales personnel. Our future success depends on our continuing ability to attract, develop, motivate, and retain highly qualified and skilled employees. All of our employees, including our senior management, are free to terminate their employment relationship with us at any time, and their knowledge of our business and industry may be difficult to replace. Qualified individuals are in high demand, particularly in the digital media industry, and we may incur significant costs to attract them. We use equity awards to attract talented employees, but if the value of our Class A Common Stock declines significantly and remains depressed, that may prevent us from recruiting and retaining qualified employees. If we are unable to attract and retain our senior management and key employees, we may not be able to achieve our strategic objectives, and our business could be harmed. In addition, we believe that our key executives have developed highly successful and effective working relationships. We cannot ensure that we will be able to retain the services of any members of our senior management or other key employees. If one or more of these individuals leave, we may not be able to fully integrate new executives or replicate the current dynamic and working relationships that have developed among our senior management and other key personnel, and our operations could suffer.

For example, in the United States, the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act (collectively, the “CCPA”) requires covered businesses that process the personal information of California residents to, among other things: (i) provide certain disclosures to California residents regarding the business’s collection, use, and disclosure of their personal information; (ii) receive and respond to requests from California residents to access, delete, and correct their personal information, or to opt out of certain disclosures of their personal information; and (iii) enter into specific contractual provisions with service providers that process California resident personal information on the business’s behalf. Since the CCPA went into effect, comprehensive privacy statutes that share similarities with the CCPA are now in effect and enforceable in numerous states, and such laws may increase our compliance costs and exposure to liability. These laws grant consumers certain rights with respect to their personal information, have notice obligations, and require consent in some circumstances, among other things. Other U.S. states are considering adopting similar laws and regulations and there remains increased interest at the federal level as well. In some cases, the enactment of such laws has conflicting requirements that makes compliance challenging.

We collect and maintain information in digital form that is necessary to conduct our business, and we are increasingly dependent on information technology systems and infrastructure to operate our business, including our mobile and web-based applications, our streaming platform and our enterprise software. In the ordinary course of our business, we collect, store and transmit large amounts of confidential information, including intellectual property, proprietary business information and personal information (collectively, “Confidential Information”) of subscribers and our employees and contractors. It is critical that we do so in a secure manner to maintain the confidentiality, availability and integrity of such Confidential Information. Our reputation and ability to attract, retain and serve our subscribers is dependent upon the reliable performance and security of our computer networks and information technology systems and those of third parties that we utilize in our operations.

•the authorization of undesignated or “blank check” preferred stock, the terms of which may be established and shares of which may be issued without further action by our stockholders and which may be used to create a “poison pill”; and

•newly created directorships will be filled as provided in the Certificate of Incorporation; andIncorporation.

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 consolidatedcombined 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.

As a result, the financial results and information included herein for the sixnine month periods ended MarchJune 31,30, 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 MarchJune 31,30, 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.

We have one operating segment as of MarchJune 31,30, 2026, the streaming business.

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.

Other income (expense) primarily consists of gains and losses in extinguishment of debt, interest income, interest expense and financing costs on our outstanding borrowings, gaingains and losses on the settlement of litigation, net and amortization of debt premium and discount.

Results of Operations for the Three and SixNine Months Ended MarchJune 31,30, 2026 and MarchJune 29,28, 2025 (in thousands):

During the three months ended MarchJune 31,30, 2026, we recognized revenues of $1,573.9$1,481.7 million compared to $1,125.5$1,073.8 million during the three months ended MarchJune 29,28, 2025. The increase of $448.4$407.9 million was primarily due to an increase in subscription revenue of $347.0$300.4 million from the Fubo Services as a result of the Business Combination and an increase in advertising revenue of $101.6$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 MarchJune 29,28, 2025. The increasedecrease in related party revenue was primarily due to ana increasedecrease in carriage fees primarily from an increase in subscribers and contractual rates.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 MarchJune 29,28, 2025.

During the sixnine months ended MarchJune 31,30, 2026, we recognized revenues of $3,122.6$4,604.3 million compared to $2,231.5$3,305.3 million during the sixnine months ended MarchJune 29,28, 2025. The increase of $891.1$1,299.0 million was primarily due to an increase in subscription revenue of $639.2$939.7 million from the Fubo Services as a result of the Business Combination, an increase in advertising revenue of $193.1$302.0 million and an increase in related party revenue of $56.8$53.6 million from the Hulu Live Service. There was no subscription revenue during the sixnine months ended MarchJune 29,28, 2025. The increase in related party revenue was primarily due to an increase in carriage fees primarily from an increase in subscribers and contractual rates.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 sixnine months ended MarchJune 29,28, 2025.

During the three months ended MarchJune 31,30, 2026, we recognized subscriber related expenses of $1,445.7$1,364.7 million compared to $1,122.7$1,071.0 million during the three months ended MarchJune 29,28, 2025. The increase of $323.0$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 subscribers and program license contractual rates.

During the sixnine months ended MarchJune 31,30, 2026, we recognized subscriber related expenses of $2,873.5$4,238.2 million compared to $2,225.1$3,296.1 million during the sixnine months ended MarchJune 29,28, 2025. The increase of $648.4$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 subscribers and program license contractual rates.

During the three months ended MarchJune 31,30, 2026, we recognized broadcasting and transmission expenses of $9.3$9.1 million from the Fubo Services as a result of the Business Combination. There are no comparable results in the prior period.

During the sixnine months ended MarchJune 31,30, 2026, we recognized broadcasting and transmission expenses of $18.2$27.3 million from the Fubo Services as a result of the Business Combination. There are no comparable results in the prior period.

During the three months ended MarchJune 31,30, 2026, we recognized sales and marketing expenses of $58.1$59.2 million compared to $2.0$1.2 million during the three months ended MarchJune 29,28, 2025. The increase of $56.1$58.1 million was primarily due to sales and marketing expenses from the Fubo Services as a result of the Business Combination.

During the sixnine months ended MarchJune 31,30, 2026, we recognized sales and marketing expenses of $117.3$176.6 million compared to $4.2$5.4 million during the sixnine months ended MarchJune 29,28, 2025. The increase of $113.1$171.2 million was primarily due to sales and marketing expenses from the Fubo Services as a result of the Business Combination.

During the three months ended MarchJune 31,30, 2026, we recognized technology and development expenses of $20.8$20.9 million from the Fubo Services as a result of the Business Combination. There are no comparable results in the prior period.

During the sixnine months ended MarchJune 31,30, 2026, we recognized technology and development expenses of $34.4$55.3 million from the Fubo Services as a result of the Business Combination. There are no comparable results in the prior period.

During the three months ended MarchJune 31,30, 2026, general and administrative expenses totaled $13.1$18.1 million, compared to $41.7$39.6 million during the three months ended MarchJune 29,28, 2025. The decrease of $28.7$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 MarchJune 31,30, 2026.

During the sixnine months ended MarchJune 31,30, 2026, general and administrative expenses totaled $48.4$66.5 million, compared to $81.6$121.2 million during the sixnine months ended MarchJune 29,28, 2025. The decrease of $33.2$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 sixnine months ended MarchJune 31,30, 2026.

During the three months ended MarchJune 31,30, 2026, we recognized depreciation and amortization expenses of $36.0$36.2 million. There are no comparable results in the prior period.

During the sixnine months ended MarchJune 31,30, 2026, we recognized depreciation and amortization expenses of $60.2$96.5 million. There are no comparable results in the prior period.

During the three months ended MarchJune 31,30, 2026, we recognized $3.2$1.6 million of other income, net. There are no comparable results in the prior period.

During the sixnine months ended MarchJune 31,30, 2026, we recognized $4.9$6.5 million of other income, net. There are no comparable results in the prior period.

During the three months ended MarchJune 31,30, 2026, we recognized an income tax provision of $0.3$0.7 million. There are no comparable results in the prior year.

During the sixnine months ended MarchJune 31,30, 2026, we recognized an income tax provision of $0.7$1.4 million. There are no comparable results in the prior year.

We had 5.75.75 million and 5.95.63 million Total Subscribers in the United States and Canada ("North America" or "NA") as of MarchJune 31,30, 2026 and MarchJune 29,28, 2025, respectively, and 0.3280.356 million and 0.3540.349 million Total Subscribers in the remaining territories in which the Company operates ("Rest of World" or "ROW") as of MarchJune 31,30, 2026 and MarchJune 29,28, 2025, respectively.

Our Gross Profit was $118.9$107.9 million and $2.8 million for the three months ended MarchJune 31,30, 2026 and MarchJune 29,28, 2025, respectively. Our Gross Margin was 7.6%7.3% and 0.2%0.3% for the same periods, respectively.

Our Gross Profit was $230.9$338.8 million and $6.3$9.1 million for the sixnine months ended MarchJune 31,30, 2026 and MarchJune 29,28, 2025, respectively. Our Gross Margin was 7.4% and 0.3% for the same periods, respectively.

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 MarchJune 31,30, 2026, including lease obligations and sponsorship agreements.

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 MarchJune 31,30, 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.

As of MarchJune 31,30, 2026, we had cash, cash equivalents, and restricted cash of $244.0$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.

Net cash used in operating activities was $412.4$417.1 million during the sixnine months ended MarchJune 31,30, 2026 compared to net cash used in operating activities of $90.0$127.7 million during the sixnine months ended MarchJune 29,28, 2025. The change was primarily driven by the operating activities of the Fubo Services as a result of the Business Combination.

Net cash provided by investing activities was $261.7$258.9 million during the sixnine months ended MarchJune 31,30, 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 sixnine months ended MarchJune 29,28, 2025.

Net cash provided by financing activities was $394.6 million during the sixnine months ended MarchJune 31,30, 2026 compared to net cash provided by financing activities of $90.0$127.7 million during the sixnine months ended MarchJune 29,28, 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.

As of MarchJune 31,30, 2026, there were no off-balance sheet arrangements.

Since the Closing Date of the Business Combination, the Company experienced significant decreases in its stock price and market capitalization. WeDuring the period ended March 31, 2026, the Company determined that the decreasedecreases in ourits 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%,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.

There were no stock options granted during the sixnine months ended MarchJune 31,30, 2026.