v3.25.2
Shareholders’ Equity
 6 Months Ended
Jun. 30, 2025
Equity [Abstract]  
Shareholders’ Equity Shareholders’ Equity
At-the-Market Sales Agreement
On August 4, 2022, the Company entered into an at-the-market sales agreement (the "Sales Agreement") with Evercore Group L.L.C., Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and Needham & Company, LLC, as sales agents (the “managers”) pursuant to which the Company may, from time to time, sell shares of its common stock having an aggregate offering price of up to $350.0 million through the managers by methods deemed to be an “at-the-market” offering as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended. The Company will pay the managers a commission for their services in acting as agents in the sale of common stock at a commission rate of up to 3% of the gross sales price of the shares of the Company’s common stock sold through them pursuant to the Sales Agreement. The Company is not obligated to, and cannot provide any assurances that it will, make any sales of the shares under the Sales Agreement. The offering of shares of common stock pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all common stock subject to the Sales Agreement or (ii) termination of the Sales Agreement in accordance with its terms.
During the six months ended June 30, 2024, the Company sold 28,791,969 shares of its common stock under the ATM Program at a weighted average gross sales price of $1.31 and received net proceeds of approximately $36.9 million (after deducting $0.8 million in commissions and expenses).
As of June 30, 2025, there was $112.0 million remaining available for sale under the Sales Agreement.
Stock-based compensation
The Company recognized stock-based compensation expense as follows (in thousands):
Three Months Ended
June 30,		Six Months Ended
June 30,
2025202420252024
Subscriber related$19 $79 $88 $158 
Sales and marketing2,151 4,670 (1,050)9,377 
Technology and development2,635 2,631 5,915 6,509 
General and administrative3,451 2,928 6,767 7,241 
Total stock-based compensation expense
$8,256 $10,308 $11,720 $23,285 
Equity Incentive Plans
On April 1, 2020, the Company approved the establishment of the Company’s 2020 Equity Incentive Plan, as subsequently amended (the “2020 Plan”). The 2020 Plan provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares to its employees, directors and consultants. On June 17, 2025, the Company further amended the 2020 Plan to, among other things, increase the maximum aggregate number of shares of common stock available for issuance under the 2020 Plan by 20,000,000 shares. As of June 30, 2025, there are 27,565,801 shares available for future issuance under the 2020 Plan.
On August 3, 2022, August 7, 2023, and August 5, 2024, the Company's board of directors (the "Board") adopted the 2022 Employment Inducement Equity Incentive Plan ("2022 Plan"), the 2023 Employment Inducement Equity Incentive Plan ("2023 Plan") and the 2024 Employment Inducement Equity Incentive Plan (the “2024 Plan” and, collectively, the "Inducement Plans"), respectively, in each case without shareholder approval pursuant to Rule 303A.08 of the New York Stock Exchange Listed Company Manual. The Inducement Plans provide for the grant of equity-based awards, including non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares, and their terms are substantially similar to the 2020 Plan, with the exception that awards can only be made to new employees in connection with their commencement of employment. As of June 30, 2025, there are no shares available for future issuance under the 2022 Plan and 2023 Plan, and there are 2,826,840 shares available for future issuance under the 2024 Plan.
Time-based Stock Options
A summary of time-based stock option activity for the six months ended June 30, 2025 is as follows (in thousands, except share and per share amounts):
Number of Shares Weighted Average
Exercise Price		Total Intrinsic ValueWeighted Average Remaining
Contractual Life
(Years)
Outstanding as of December 31, 2024
10,196,232 $6.13 $1,036 4.4
Exercised(2,151,631)$1.31  
Forfeited or expired(300)$9.98  
Outstanding as of June 30, 2025
8,044,301 $7.42 $3,480 4.1
Options vested and exercisable as of June 30, 2025
7,726,114 $7.66 $2,894 4.4
There were no options granted during the three and six months ended June 30, 2025 and 2024. Time-based stock options generally vest annually over one-year (in the case of annual grants to directors) to four-years (in the case of grants to employees) periods, subject to the recipient’s continuation in service through each applicable vesting date.
As of June 30, 2025, the estimated value of unrecognized stock-based compensation expense related to unvested options was approximately $0.3 million to be recognized over a weighted average period of 1.7 years.
Market and Service Condition Based Stock Options
A summary of activity under the 2020 Plan for market and service-based stock options for the six months ended June 30, 2025 is as follows (in thousands, except share and per share amounts):
Number of SharesWeighted Average
Exercise Price		Total Intrinsic ValueWeighted Average Remaining
Contractual Life
(Years)
Outstanding as of December 31, 2024
4,453,297 $12.75 $— 2.7
Outstanding as of June 30, 2025
4,453,297 $12.75 $— 2.2
   
Options vested and exercisable as of June 30, 2025
3,994,964 $11.96 $— 2.1
There were no market and service-based options granted during the six months ended June 30, 2025 and 2024.
As of June 30, 2025, there was no unrecognized stock-based compensation expense for market and service-based stock options.
Performance-Based Stock Options
On October 8, 2020, the Company granted the CEO a performance stock option to purchase 4,100,000 shares of common stock, with an exercise price of $10.00, which was originally eligible to vest over a period of five calendar years through 2025, subject to the achievement of certain predetermined performance goals. On April 20, 2023, the Company amended the award to modify the vesting conditions with respect to the 3,280,000 options that remained unvested as of the amendment date (the "Amended Options"). The Amended Options are eligible to vest on February 20, 2026 (the "Certification Date"), subject to the achievement of the predetermined revenue, adjusted EBITDA, and subscriber objectives (the "Performance Criteria") for the year ended December 31, 2025. Compensation cost related to the Amended Options will be recognized over the requisite service period for the new award beginning on the amendment date and ending on the Certification Date based on the probability of achievement of the Performance Criteria. There was no accounting impact on the 820,000 shares subject to the vested portion of the stock option as a result of the amendment. The fair value of the Amended Options as of the amendment date totaled $1.2 million. The Amended Options are subject to acceleration upon certain events and conditions, including a change of control and qualifying terminations, and upon death, disability, and certain “good leaver” circumstances.
Time-Based Restricted Stock Units
A summary of the Company’s time-based restricted stock unit activity during the six months ended June 30, 2025 is as follows:
Number of Shares Weighted Average Grant-Date
Fair Value
Unvested at December 31, 2024
26,709,357 $2.47 
Granted3,356,913 $1.50 
Vested(1,089,843)$3.15 
Forfeited or expired(1,503,652)$2.69 
Unvested at June 30, 2025
27,472,775 $2.31 
During the six months ended June 30, 2025, the Company granted 3,356,913 time-based restricted stock units which generally vest annually over one-year (in the case of annual grants to directors) to four-years (in the case of grants to employees) periods, subject to the recipient’s continuation in service through each applicable vesting date. The fair value of restricted stock units is measured based on their fair value at grant date which totaled approximately $5.0 million.
As of June 30, 2025, the unrecognized stock-based compensation related to time-based restricted stock units totaled $48.1 million, had an aggregate intrinsic value of approximately $106.0 million, and a weighted average remaining contractual term of 2.5 years.
Performance-Based Restricted Stock Units ("PRSUs")
A summary of the Company’s performance-based restricted stock unit activity during the six months ended June 30, 2025 is as follows:
Number of SharesWeighted Average Grant-Date
 Fair Value
Unvested at December 31, 20243,031,828 $5.61 
Granted1,263,273 $3.01 
Unvested at June 30, 20254,295,101 $4.85 
During the six months ended June 30, 2025, the Company granted an aggregate of 1,263,273 PRSUs with a grant date fair value of $3.8 million to certain executives which vest upon the achievement of certain established performance metrics. Compensation cost related to the target PRSUs will be recognized over the requisite service period based on the probability of achievement of certain performance thresholds.
During the three months ended June 30, 2025 and 2024, the Company recognized aggregate stock-based compensation expense of $1.6 million and $1.1 million, respectively, related to these PRSUs.
During the six months ended June 30, 2025 and 2024, the Company recognized aggregate stock-based compensation expense of $3.2 million and $2.2 million, respectively, related to these PRSUs. As of June 30, 2025, aggregate unrecognized stock-based compensation related to these PRSUs totaled $6.0 million.
Market and Service Condition Based Restricted Stock Units
A summary of the Company’s market and service-based restricted stock unit activity during the six months ended June 30, 2025 is as follows:
Number of SharesWeighted Average Grant-Date
 Fair Value
Unvested at December 31, 2024— $— 
Granted1,304,802 $2.81 
Unvested at June 30, 20251,304,802 $2.81 
During the six months ended June 30, 2025, the Company granted an aggregate of 1,304,802 market and service condition based restricted stock units with a grant date fair value of $3.7 million to the CEO which vest upon the achievement of certain established market and service conditions. Compensation cost related to the restricted stock units will be recognized over the requisite service period. During the three and six months ended June 30, 2025, the stock-based compensation expense was not material. As of June 30, 2025, aggregate unrecognized stock-based compensation related to these restricted stock units totaled $3.7 million.
Framework Agreement with MEP FTV
On August 2, 2022 (the "MEP Effective Date"), Fubo Studios Inc., a subsidiary of the Company, entered into a binding framework agreement (the “MEP Framework Agreement”) with MEP FTV Holdings, LLC (“MEP FTV”) and Maximum Effort Productions, LLC. (“MEP” and, together with MEP FTV, “Maximum Effort”), memorializing the parties’ collaboration on a Maximum Effort linear channel and original programming for launch on Fubo. Pursuant to the MEP Framework Agreement, the Company and Maximum Effort agreed to work together to (1) develop scripted and unscripted television programs intended for initial distribution on Fubo’s platform (the “MEP Projects”) and (2) create a new television channel with unique content, features and functionality (the “MEP Network”).
In connection with the MEP Framework Agreement, as consideration for Maximum Effort’s participation in the collaboration, the Company entered into a Restricted Stock Award Agreement dated August 12, 2022 (the “MEP RSA Agreement”) pursuant to which it has agreed to grant restricted common stock, issuable in three tranches in each of August 2022, 2023 and 2024, to MEP FTV, subject to various time and performance-based milestones. Under the MEP RSA Agreement, 80% of the restricted stock is consideration for the MEP Projects and 20% for the MEP Network.
The shares of the Company’s common stock were issued as consideration for the MEP Framework Agreement. The Company accounted for the MEP RSA Agreement pursuant to the non-employee guidance in ASC 718, Compensation – Stock Compensation.
Stock-based compensation cost for MEP Project restricted stock awards (the "MEP Project RSAs") totaled approximately $23.0 million measured as the fair value of the 1,600,000 shares issued for the first tranche issued on August 12, 2022, at $7.0 million, plus the fixed monetary amount of $8.0 million settleable in shares on August 2, 2023, and the fixed monetary amount of $8.0 million, settleable in shares on August 2, 2024. Compensation cost is recognized on a straight-line basis over the term of the three-year service period as if the Company paid cash for the services. The second two tranches are liability classified because they are a fixed monetary amount, settleable in shares. As compensation cost is recognized for these tranches, a corresponding credit to shares settled liabilities was recorded and reclassified to equity upon issuance of the related shares.
Stock-based compensation cost for the MEP Network RSAs totaling approximately $5.7 million is measured as the fair value of the 400,000 shares issued for the first tranche issued on August 12, 2022, at $1.7 million, plus the fixed monetary amount of $2.0 million, settleable in shares on August 2, 2023, plus the fixed monetary amount of $2.0 million, settleable in shares on August 2, 2024. The Network RSAs were subject to forfeiture until launch of the MEP Network which occurred in June 2023.
During the six months ended June 30, 2025, the Company reversed $8.4 million of stock-based compensation expense recorded in prior periods and $8.4 million of shares settled liability in connection with the forfeiture of the third tranche.
Warrants
Pursuant to the MEP Framework Agreement, on August 12, 2022, the Company issued MEP FTV a warrant to acquire 166,667 shares of the Company’s common stock with an exercise price of $15.00 per share. The warrant is exercisable on or prior to August 2, 2032, provided that the price per share of the Company’s common stock equals or exceeds a 30-trading day volume weighted average closing price of $30.00 at any time prior to third anniversary of the grant date. The fair value of the warrant was measured on August 12, 2022, using the Monte Carlo valuation model, and the fair value totaled approximately $0.4 million. The derived service period was determined to be 1.7 years. The expense recognized during the three and six months ended June 30, 2024 was immaterial. There was no expense recognized during the three and six months ended June 30, 2025. There was no unrecognized expense outstanding as of June 30, 2025.
A summary of the Company’s outstanding warrants as of June 30, 2025, are presented below (in thousands, except number of shares and exercise price):
Number of SharesWeighted Average
Exercise Price		Total Intrinsic ValueWeighted Average Remaining
Contractual Life
(Years)
Outstanding as of December 31, 2024
166,670 $17.40 $— 7.6
Forfeited or expired(3)$133,500.00 
Outstanding as of June 30, 2025
166,667 $15.00 $— 7.1
There were no warrants granted during the three and six months ended June 30, 2025 and 2024.