Business Combination

3 Months Ended

Dec. 31, 2025

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

Business Combination

Business Combination

The consummation of the Business Combination described in Note 1 has been accounted for as a reverse acquisition using the acquisition method of accounting in accordance with the guidance of ASC 805, Business Combinations (“ASC 805”). ASC 805 requires that one of the combining entities be designated as the acquirer for accounting purposes. The Hulu Live Business has been determined to be the accounting acquirer. In identifying the Hulu Live Business as the accounting acquirer, management took into account the structure of the Business Combination, including the relative voting rights and the corporate governance structure of the combined company as of the Closing Date, the composition of Fubo’s board of directors and designation of certain senior management positions. The purchase price has been preliminarily allocated to the fair value of the historical Fubo business's identifiable assets and liabilities as of the Closing Date, with the excess purchase price recorded as goodwill.

Consideration Transferred

The fair value of the consideration transferred in the reverse acquisition on the Closing Date was $1,347.6 million, which consists of 342,724,309 shares of the Company’s Class A common stock valued at $1,264.7 million and equity awards attributed to pre-combination services valued at $82.9 million.

Preliminary Allocation of Purchase Price

The purchase price is allocated to the legacy Fubo assets acquired and liabilities assumed based on their estimated fair values on the Closing Date, with any excess purchase price recorded as goodwill.

The purchase price allocation shown in the table below reflects preliminary fair value estimates based on management analysis, including preliminary work performed by third-party valuation specialists (in thousands):

Fair value of consideration transferred	$	1,347,599
Estimated fair value of assets acquired and liabilities assumed:
Cash and cash equivalents	261,909
Accounts receivable, net	77,715
Prepaid sports rights	25,978
Prepaid and other current assets	19,569
Property and equipment	5,698
Restricted cash	6,148
Intangible assets	456,193
Right-of-use assets	34,301
Other non-current assets	11,816
Accounts payable, accrued expenses, and other current liabilities	(339,985)
Deferred revenue	(99,575)
Convertible notes - current and non-current	(382,144)
Long-term borrowings - current portion	(696)
Deferred tax liabilities	(1,211)
Lease liabilities - current and non-current	(34,301)
Other long-term liabilities	(11,977)
Total estimated fair value of net assets acquired	29,438
Estimated goodwill	1,318,161

The fair values of the intangible assets acquired were determined using the income and cost approaches. The fair value measurements were primarily based on significant inputs that are not observable in the market and thus represent Level 3 measurements as defined in ASC 820. The relief from royalty method was used to value the software and technology and trade names. The relief from royalty method is an application of the income method and estimates fair value for an asset based on the expected cost to license a similar asset from a third-party. Projected cash flows are discounted at a required rate of return that reflects the relative risk of achieving the cash flow and the time value of money. The cost approach, which estimates value by determining the current cost of replacing an asset with another of equivalent economic utility, was used for customer relationships. The cost to replace a given asset reflects the estimated reproduction or replacement cost for these customer related assets.

The estimated fair value of assets acquired and liabilities assumed are preliminary and subject to change as purchase price allocations are finalized, which is expected within one year of the Closing Date.

Supplemental Pro Forma Financial Information

The following table presents the unaudited pro forma results of operations for the three months ended December 31, 2025 and December 28, 2024, as if the Business Combination had occurred as of October 1, 2024:

	Three Months Ended
	December 31, 2025		December 28, 2024
Pro forma revenue	$	1,683,120	$	1,588,439
Pro forma net loss	$	(46,388)	$	(130,379)

The pro forma information is based on the historical combined carve-out financial statements of the Hulu Live Business and historical consolidated financial statements of Fubo, with adjustments directly attributable to the Business Combination, including the impact of the various commercial arrangements entered into in connection therewith, such as the wholesale fee arrangement, marketing support charge, brand license fee and advertising agency fee, as well as the incremental intangible asset amortization to be incurred based on the fair values and useful lives of each identifiable intangible asset of the Fubo business.