DEF 14A of FuboTV Inc., Jun 16, 2026

DEF 14A of FuboTV Inc.

Filed Jun 16, 2026 · FY20250001628280-26-043532

Open on EDGAR

  1. DIRECTOR NOMINEES (SUBSEQUENT TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING)

    DIRECTOR NOMINEES (SUBSEQUENT TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING) The nominees for election to the Board of Directors, including their principal occupations, business experience and other biographical information, are as follows:

  2. DIRECTOR NOMINEES (SUBSEQUENT TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING)

    | DAVID GANDLER | | | CEO and Director since: April 2020 (after previously serving as CEO and Director of FuboTV Sub since April 2014). Age: 50 | Biography: David Gandler has served as our Chief Executive Officer and a member of our Board of Directors since April 2020. He previously served as President and Chief Executive Officer of fuboTV Media Inc. (“FuboTV Sub”) and as a member of FuboTV Sub’s board of directors from March 2014 to April 2020. Prior to co-founding FuboTV Sub, Mr. Gandler served as Vice President, Ad Sales at DramaFever, a video streaming service acquired in 2016 by Warner Bros. Entertainment Inc., from 2013 to 2014. Prior to 2013, Mr. Gandler held positions at Scripps Networks Interactive, Inc., Time Warner Cable and Telemundo, a division of NBCUniversal Media, LLC. Mr. Gandler is currently a co-owner and member of the board of directors of GSG-LOFC Limited, parent company of the Leyton Orient Football Club. From 2022 to 2024, he was a co-owner of and served on the board of directors of Paris Football Club. From March 2021 to September 2023, Mr. Gandler served on the board of directors of Waverley Capital Acquisition Corp. 1 (NYSE: WAVC), a special purpose acquisition company. Mr. Gandler also currently serves on the board of directors of Bare Knuckle Fighting Championship, Inc. and Newsmax Inc. (NYSE: NMAX). Mr. Gandler received his bachelor’s degree in Economics from Boston University. Qualifications: We believe Mr. Gandler is qualified to serve on our Board based on his considerable experience in the digital media industry as well as the operational insight and expertise he has accumulated as our Chief Executive Officer since our inception. |

  3. DIRECTOR NOMINEES (SUBSEQUENT TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING)

    | ANDY BIRD | | | Director since: October 2025 Age: 62 Committee Membership: Audit (Financial Expert) | Biography: Andy Bird has served as Chairman of our Board of Directors since October 2025. Mr. Bird is a member of the board of directors of Phoenix Education Partners (NYSE: PXED), the parent company of The University of Phoenix, where he serves as chair of the Nominating and Corporate Governance Committee. Mr. Bird served as the Chief Executive Officer of Pearson plc (NYSE: PSO) from 2020 to 2024, where he led the transformation of the business into the digital and AI age. Prior to his appointment as chief executive officer, Mr. Bird was a member of Pearson’s board of directors. Before joining Pearson, Mr. Bird served as President, and later Chairman, of Walt Disney International (a former division of The Walt Disney Company) from 2004 to 2018. Prior to Disney, Mr. Bird worked at Time Warner for nearly a decade as Senior Vice President and General Manager of Turner Entertainment Networks, and later as President of TBS International, where he oversaw the launch and growth of Turner’s entertainment brands, including Cartoon Network, TNT and TCM, as well as the distribution and sales for CNN International. He spent the early part of his career in a variety of roles at Piccadilly Radio, Virgin Broadcasting Company, BSB Music Channel, Big & Good Productions and Unique Broadcasting. Mr. Bird has also served as an advisor to the United Kingdom’s Government Department of Business & Trade. In recognition of his services to media and entertainment in the United Kingdom, Mr. Bird was appointed Commander of the Most Excellent Order of the British Empire in the 2012 Queen’s Birthday Honours. Qualifications: We believe Mr. Bird is qualified to serve on our Board based on his senior leadership and board experience at various public and global companies, his expertise in business strategy, leadership and international operations, and his insight into the media, entertainment and technology industries. |

  4. DIRECTOR NOMINEES (SUBSEQUENT TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING)

    | IGNACIO “NACHO” FIGUERAS | | | Director since: August 2020 Age: 49 Committee Membership: Nominating and Corporate Governance | Biography: Ignacio “Nacho” Figueras has served on our Board of Directors since August 2020. Mr. Figueras is an award-winning Argentinian polo player, an entrepreneur, television personality, spokesperson, investor and philanthropist. Since 2004, Mr. Figueras has been the captain and co-owner of the Black Watch polo team and, since 2004, has been the owner of Cria Yatay, a successful global horse breeding operation based in Argentina. In addition to his polo career, in collaboration with Flavors & Fragrances, Mr. Figueras has developed a luxury fragrance line, The Ignacio Figueras Collection. Further, in 2013, Mr. Figueras and Estudio Ramos co-founded the Figueras Design Group, a global design consultancy headquartered in Buenos Aires with offices in New York and Chicago. Mr. Figueras is also a co-owner of and investor in the Florida Goats, a Pro Padel League team, and a co-owner of the Polo Room Restaurant in Florida. From 2000 to 2019, Mr. Figueras served as a spokesperson for Ralph Lauren and Ralph Lauren fragrances. Qualifications: We believe Mr. Figueras is qualified to serve on our Board based on the valuable insight into the sports industry he brings from his first-hand experience as a world-class athlete in the United States and globally, and the continuity and familiarity with the Company’s business provided by his service on the Board before the business combination. |

  5. DIRECTOR NOMINEES (SUBSEQUENT TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING)

    | JONATHAN HEADLEY | | | Director since: October 2025 Age: 58 Committee Membership: Audit (Chair and Financial Expert) | Biography: Jon Headley has served on our Board of Directors since October 2025. Mr. Headley was Senior Vice President, Treasurer, and later Corporate Real Estate, of The Walt Disney Company from 2015 to 2020. Mr. Headley previously served from 2004 to 2015 as Senior Vice President of Corporate Finance and Assistant Treasurer of Disney. Earlier in his Disney tenure, he served as Treasurer of Hong Kong Disneyland during the park’s development and in various roles in Disney’s corporate finance group. Mr. Headley served on the board of Chandler School, a K-8 Pasadena private school, from 2011 to 2019. Prior to joining Disney, Mr. Headley was an analyst at Goldman Sachs & Co. and a research associate at Harvard University. Qualifications: We believe Mr. Headley is qualified to serve on our Board based on a variety of factors, including his financial expertise and extensive experience in the entertainment and media industries. |

  6. DIRECTOR NOMINEES (SUBSEQUENT TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING)

    | DANIEL LEFF | | | Director since: July 2020 (after previously serving as a Director of FuboTV Sub since May 2015). Age: 57 Committee Membership: Audit (Financial Expert) and Compensation | Biography: Dr. Daniel Leff has served on our Board of Directors since July 2020 and has served as our Lead Independent Director since October 2025. Dr. Leff is Co-Founder and Managing Partner of Waverley Capital, a media-focused venture capital fund. Dr. Leff also serves as a Managing Partner of Luminari Capital, a media-focused venture capital fund that he founded in 2013. Prior to co-founding Waverley Capital and founding Luminari Capital, Dr. Leff was a Partner with Globespan Capital Partners. Earlier in his career, Dr. Leff worked for Sevin Rosen Funds, Redpoint Ventures and held engineering, marketing and strategic investment positions with Intel Corporation. From March 2021 to September 2023, Dr. Leff served as Chief Executive Officer and director of Waverley Capital Acquisition Corp. 1, a special purpose acquisition company. Dr. Leff served on the board of directors of FuboTV Sub, from May 2015 to April 2020, Roku, Inc. (NASDAQ: ROKU), a publicly-traded media streaming company, from August 2011 to May 2018, and the Professional Fighters League (PFL), a private media company, from May 2022 to January 2026. Previously, Dr. Leff served on the board of directors of Wondery (sold to Amazon), a podcast network, from June 2019 to February 2021. Dr. Leff has also been an investor and/or director in various other media companies, including 1Mainstream (sold to Cisco), Art19 (sold to Amazon), Elemental Technologies (sold to Amazon), Endel, Headspace, Matterport (sold to CoStar), MikMak, MOVL (sold to Samsung), PlutoTV (sold to ViacomCBS), TheAthletic (sold to the NY Times) and Weekend. Dr. Leff received his bachelor’s degree in Chemistry from The University of California, Berkeley, his Ph.D. in Physical Chemistry from the University of California, Los Angeles (“UCLA”) and his Master of Business Administration from The UCLA Anderson Graduate School of Management, where he was an Anderson Venture Fellow and where he currently serves on the Board of Advisors. Dr. Leff also serves on the Board of Directors of the UCLA Center for Media, Entertainment, and Sports. Qualifications: We believe Dr. Leff is qualified to serve on our Board based on his decades of experience in investing and serving on the boards of both private and publicly-traded media companies, his insight into business strategy, leadership, and marketing in the industry, and the continuity and familiarity with the Company’s business provided by his service on the Board before the business combination. |

  7. DIRECTOR NOMINEES (SUBSEQUENT TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING)

    | JIM LYGOPOULOS | | | Director since: October 2025 Age: 50 Committee Membership: Compensation (Chair) | Biography: Jim Lygopoulos has served on our Board since October 2025. Mr. Lygopoulos is Executive Vice President, People & Culture at The Walt Disney Company. In this role, Mr. Lygopoulos oversees people and culture strategy, talent acquisition, employee relations, rewards, leadership development, opportunity and inclusion, organization and talent solutions, and HR operations for Corporate, Direct-to-Consumer and International for Disney. Mr. Lygopoulos has held various senior HR positions for Disney Entertainment and Disney’s Asia Pacific region, including as Senior Vice President of Corporate Human Resources for Disney and General Manager of its Taiwan division, where he oversaw strategy and expansion of existing business divisions in Taiwan. Prior to that, Mr. Lygopoulos served as Vice President of Human Resources for Disney’s Asia Pacific region, where he led the development of human resources strategies for all HR teams in Asia Pacific. Mr. Lygopoulos has served on the board of Westridge School since 2022. Qualifications: We believe Mr. Lygopoulos is qualified to serve on our Board based on his significant leadership and global operations experience, including his insight into human capital management, compensation and rewards, and talent strategy, as well as his media and entertainment industry experience. |

  8. DIRECTOR NOMINEES (SUBSEQUENT TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING)

    | DEBRA OCONNELL | | | Director since: October 2025 Age: 53 Committee Membership: Nominating and Corporate Governance | Biography: Debra OConnell has served on our Board of Directors since October 2025. Ms. OConnell is Chairman of Disney Entertainment - Television (a division of The Walt Disney Company). Ms. OConnell oversees the company’s portfolio of iconic television brands, including ABC Entertainment, ABC News, ABC Owned Television Stations, Disney Branded Television, Hulu Originals, National Geographic Content and the creative strategy for 20th Television and 20th Television Animation. Ms. OConnell also has operational leadership, including P&L oversight of Disney’s multi-platform linear entertainment networks in the US, Europe, the Middle East, and Africa. Ms. OConnell has served in numerous roles over the course of 28 years at The Walt Disney Company, including President of ABC News Group and Disney Entertainment Networks, President of Networks for Disney Media & Entertainment Distribution, President and General Manager of WABC in New York City and Executive Vice President of Sales & Marketing for the Disney-ABC Television Group. Ms. OConnell sits on the boards of A&E Networks, National Geographic Partners, the Alliance for Women in Media, an organization that connects women across the media industry, and formerly sat on the board of Hulu. She is also an ex-officio member of the board and former chair of the International Radio & Television Society, a charitable organization designed to build future leaders in the media industry and of TVB, a not-for-profit trade association representing the U.S. local broadcast television industry. Qualifications: We believe Ms. OConnell is qualified to serve on our Board based on her extensive media and entertainment industry experience, which provides her with particular insight into leadership, marketing, content strategy and international operations, as well as her public and private company board experience. |

  9. DIRECTOR NOMINEES (SUBSEQUENT TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING)

    | CATHLEEN TAFF | | | Director since: October 2025 Age: 57 Committee Membership: Compensation | Biography: Cathleen Taff has served on our Board of Directors since October 2025. Ms. Taff is President of Production Services, Franchise Management & Theatrical Distribution for Walt Disney Studios (a division of The Walt Disney Company). Ms. Taff leads global theatrical distribution, production services, and franchise management for The Walt Disney Studios, which is home to a collection of world-renowned entertainment studios, including Disney, Walt Disney Animation Studios, Pixar Animation Studios, Marvel Studios, Lucasfilm, 20th Century Studios and Searchlight Pictures. She also oversees Disney Theatrical Group, a producer of popular stage shows on Broadway and around the world, and Disney Music Group, which comprises Disney’s recorded music, music publishing and live concert businesses. Ms. Taff has held many senior executive roles during her 32-year tenure at Disney, including President of Distribution, Franchise Management and Business & Audience Insights, Executive Vice President of Theatrical Distribution and Head of Integrated Planning and Franchise Management for Walt Disney Studios. She spent the early part of her Disney career as Disney Music Group’s Senior Vice President and General Manager and as Senior Vice President and Controller of Walt Disney Studios. Prior to her career at Disney, Ms. Taff worked in public accounting for Deloitte & Touche. Ms. Taff serves on the board of the Motion Picture Association and previously served on the UCSB Economics Advisory Board. Ms. Taff is a Certified Public Accountant in California. Qualifications: We believe Ms. Taff is qualified to serve on our Board based on a variety of factors, including her extensive senior leadership experience in the entertainment industry, her insight into global operations and business strategy, and her financial and accounting background. |

  10. DIRECTOR NOMINEES (SUBSEQUENT TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING)

    | JUSTIN WARBROOKE | | | Director since: October 2025 Age: 49 Committee Membership: Nominating and Corporate Governance (Chair) | Biography: Justin Warbrooke has served on our Board of Directors since October 2025. Mr. Warbrooke currently serves as Executive Vice President, Head of Corporate Development & Corporate Planning at The Walt Disney Company. In this role, Mr. Warbrooke is responsible for leading M&A strategy and execution including acquisitions, divestitures, and joint ventures while optimizing Disney’s portfolio of equity interests, including through the Disney Accelerator. Mr. Warbrooke also oversees Corporate Planning for the company, including annual operating and long-term financial planning, forecasting, and performance management. During his 20 years with Disney, Mr. Warbrooke has helped lead some of the most critical M&A for the company, including the acquisitions of Marvel, Hulu, 21st Century Fox, and BAMTech, as well as Disney’s joint venture with Reliance in India, the business combination of Fubo with Hulu Live, and ESPN’s acquisition of NFL Network. Mr. Warbrooke previously served as Executive Vice President and Chief Financial Officer of Disney’s DTC and International business, where he provided financial leadership for the team that launched and grew Disney+ and ESPN+, and integrated and managed Hulu. Prior to Disney, Mr. Warbrooke served as an Engagement Manager at L.E.K. Consulting LLC in the Global Media and Entertainment practice. Mr. Warbrooke received his Bachelor of Commerce degree with Honors from Auckland University. Qualifications: We believe Mr. Warbrooke is qualified to serve on our Board based on a variety of factors, including his extensive operating and leadership experience in the media and entertainment industries, as well as his expertise in corporate development, mergers and acquisitions, and direct-to-consumer streaming. |

  11. DIRECTOR NOMINEES (SUBSEQUENT TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING)

    | PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |

  12. DIRECTOR NOMINEES (SUBSEQUENT TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING)

    Our Audit Committee has appointed PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the fiscal year ending September 30, 2026. Our Board has directed that this appointment be submitted to our stockholders for ratification. Although ratification of the appointment of PwC is not required, we value the opinions of our stockholders and believe that stockholder ratification of the Audit Committee’s appointment of PwC is a good corporate governance practice. As previously disclosed, prior to the closing of the business combination and the Company’s adoption of its current fiscal year, due to specific auditor independence implications under the rules of the SEC that would have resulted upon the consummation of the business combination, the Audit Committee (i) dismissed KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm and (ii) appointed PwC as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2025, in each case effective on May 20, 2025 (the “Effective Date”). KPMG served as the Company's independent registered public accounting firm for the fiscal year ended December 31, 2024. The audit reports of KPMG on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2024 and 2023 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal years ended December 31, 2023 and 2024, and in the subsequent interim period through the Effective Date, there were no: (1) “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and KPMG on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which, if not resolved to the satisfaction of KPMG, would have caused KPMG to make reference to the subject matter of such disagreements in connection with their opinions for such years, or (2) “reportable events” (as described in Item 304(a)(1)(v) of Regulation S-K). The Company provided KPMG with a copy of the disclosures contained in the Current Report on Form 8-K filed by the Company with the SEC on May 27, 2025 (the “Form 8-K”) and requested that KPMG furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements contained therein. A copy of KPMG’s letter, dated May 27, 2025, in which it confirmed that it did not disagree with the statements in the Form 8-K, was filed as Exhibit 16.1 to the Form 8-K. During the fiscal years ended December 31, 2023 and 2024, and the subsequent interim period through the Effective Date, neither the Company nor anyone on its behalf consulted PwC with respect to (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that PwC concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (b) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K). Neither PwC nor any of its members has any direct or indirect financial interest in or any connection with us in any capacity other than as our auditors, providing audit and non-audit related services. A representative of PwC is expected to attend the Annual Meeting via live webcast, to have an opportunity to make a statement if desired, and to be available to respond to appropriate questions from stockholders. In the event that the appointment of PwC is not ratified by the stockholders, the Audit Committee will consider this fact when it appoints the independent auditors for the fiscal year ending September 30, 2027. Even if the appointment of PwC is ratified, the Audit Committee retains the discretion to appoint a different independent registered public accounting firm at any time if it determines that such a change is in the interests of Fubo.

  13. OUR EXECUTIVE COMPENSATION BEST PRACTICES

    | ✓ | | | WHAT WE DO | | | ✓Pay for Performance— We design our executive compensation program to align pay with company performance. ✓Significant Portion of Compensation is At-Risk. A significant portion of NEO compensation is “at risk” based on our performance, including short-term cash incentives and long-term equity incentives, to align the interests of our NEOs and stockholders. ✓Independent Compensation Consultant—The Compensation Committee retains an independent compensation consultant and reassesses independence annually. ✓Annual Review of Compensation—The Compensation Committee, with input from its independent compensation consultant, conducts an annual review of all of our compensation programs in light of current best practices. ✓Annual Compensation Risk Assessment—Each year we perform an assessment of any risks that could result from our compensation plans and programs. | ✓Multi-Year Vesting Requirements. The equity awards granted to our NEOs vest over multi-year periods, consistent with current market practice and our retention objectives. ✓Double-Trigger Vesting. We use double-trigger accelerated vesting of equity awards in the event of a change in control. Cash amounts payable upon a change in control are also subject to a double trigger. ✓Annual Say-on-Pay Vote. We hold an annual say-on-pay advisory vote for stockholders. ✓Active Stockholder Engagement Program. We proactively engage with our stockholders throughout the year. ✓Competitive Peer Group. Our Compensation Committee selects our peers based on quantitative and qualitative criteria, including sector, type of business, market capitalization, revenue, and headcount. ✓Clawback Policy. We maintain a compensation recovery policy as required under the Dodd-Frank Act and the New York Stock Exchange listing rules that mandates the recoupment of erroneously awarded incentive-based compensation from our current and former executive officers in the event of an accounting restatement. | | X WHAT WE DON’T DO | | | XHedging/Pledging of Company Stock—We prohibit our officers, directors, and employees from hedging, margining, pledging, short-selling, or publicly trading options in our stock. XPerquisites—We do not provide excessive perquisites to our NEOs. | XNo Stock Option Repricing—The Restated Plan, as described in Proposal 5, expressly prohibits the repricing of underwater stock options without stockholder approval. XExecutive Retirement Plans—We do not currently offer, nor do we have plans to offer, defined benefit pension plans or any nonqualified deferred compensation plans or arrangements to our NEOs other than the plans and arrangements that are available to all employees. Our NEOs are eligible to participate in our tax-qualified Section 401(k) retirement savings plan on the same basis as our other employees. |

  14. ROLE OF COMPENSATION CONSULTANT

    ROLE OF COMPENSATION CONSULTANT The Compensation Committee is authorized to retain the services of third-party compensation consultants and other outside advisors to assist in its evaluation of executive compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. Consistent with recent years, the Compensation Committee retained Aon, an independent third-party compensation consulting firm, to advise on executive and director compensation during the 2025 Transition Period. Following the closing of the business combination, in January 2026, the Compensation Committee retained Pay Governance, an independent third-party compensation consulting firm, to advise on executive and director compensation for fiscal 2026. Under these engagements, the consultants assist the Compensation Committee’s development and evaluation of compensation policies and practices and the Compensation Committee’s determinations of compensation awards through various services, including providing third-party market data and other information, analyses and advice on compensation matters, development of a compensation peer group, and advice and expertise on proposed executive compensation awards and plan designs. The Compensation Committee considers input and advice from the consultants in making decisions on compensation matters, along with information and analyses it receives from management and its own judgment and experience. The Compensation Committee assessed the independence of Aon and Pay Governance pursuant to SEC and New York Stock Exchange rules and concluded that no conflict of interest existed that would have prevented each of the consultants from serving as an independent consultant to the Compensation Committee during the periods of their respective engagements or, with respect to Pay Governance, currently. Aon did not provide any other services to us during the 2025 Transition Period beyond their engagement as an advisor to the Compensation Committee on director and executive compensation matters.

  15. PEER GROUP AND COMPETITIVE POSITIONING

    PEER GROUP AND COMPETITIVE POSITIONING The Compensation Committee reviews our peer group annually to consider changes in market capitalization, revenue and other factors, including acquisitions or divestitures, and revises the companies included in the peer group accordingly. Historically, our Compensation Committee has reviewed the comparable company information in setting executive compensation levels and determining the various components of executive compensation but has not set executive cash or total target compensation at any specified level relative to the peer group. Rather, the Compensation Committee uses peer data as one reference point and also considers its own judgment and experience, stockholder feedback and the varying roles and responsibilities of each executive in setting compensation levels and making compensation decisions.

  16. 2025 Transition Period Peer Group

    2025 Transition Period Peer Group For the 2025 Transition Period, the Compensation Committee, working with Aon, determined to retain the Company’s existing peer group, which was first established in December 2022, for use as a reference when determining executive and director compensation, including base salaries, bonus awards and equity awards, as applicable. In light of the pending business combination, the Compensation Committee determined that it was appropriate to continue using the existing peer group during the 2025 Transition Period and to revisit the peer group following the Closing Date. The peer group was originally selected in 2022 based on industry and business model comparability, including companies in the interactive media and services, technology, media and entertainment sectors, as well as financial and operational size measures, including market capitalization, revenue and headcount generally within 0.3x to 3.0x of Fubo’s corresponding metrics at the time the peer group was established. The peer group was not selected based on executive compensation levels. This peer group for the 2025 Transition Period consisted of the following companies:

  17. 2025 Transition Period Peer Group

    | AMC Global Media Bumble Cable One Cumulus Media Dropbox IAC | Lionsgate Studios Peloton Interactive Roku Shutterstock Sirius XM Holdings Spotify Technology | The New York Times Company The Trade Desk, Inc. Vimeo WideOpenWest |

  18. Fiscal 2026 Peer Group

    Fiscal 2026 Peer Group Following the business combination, Fubo’s scale and annual revenues increased significantly. As a result, the Compensation Committee, with the assistance of Pay Governance, conducted a comprehensive review of the Company’s compensation peer group for use in connection with fiscal 2026 compensation discussions and decisions. Pay Governance evaluated potential peers using both quantitative and qualitative factors, including industry, revenue, market capitalization, business model, and talent competition considerations. This review included an independent analysis of companies in relevant industries, including media and entertainment, telecommunications, software and services, and media- or consumer-focused technology, with revenue generally within 0.3x to 3.0x of Fubo’s revenue and market capitalization considered as a secondary factor, in each case as measured in early 2026 when the peer group was identified. In developing the recommended peer group, Pay Governance focused on companies with business characteristics relevant to Fubo, including digital content distribution or adjacent content businesses, business-to-consumer models and subscription-based revenue models, and also considered key streaming, content distribution and talent competitors. Pay Governance also reviewed the Company’s legacy compensation peer group, companies identified by management and members of the Board as potential peers, proxy advisor peer groups, peer-of-peer data and companies that name Fubo as a peer. The peer group was not selected based on executive compensation levels. Based on this review, in April 2026, the Compensation Committee approved the following compensation peer group for use as a reference point in fiscal 2026 compensation discussions and decisions.

  19. Fiscal 2026 Peer Group

    | AMC Global Media EchoStar Electronic Arts Fox IAC iHeartMedia Lionsgate Studios | Match Group News Corporation Nexstar Media Group Optimum Communications Peloton Interactive Roku | Sinclair Sirius XM Holdings Take-Two Interactive Software TKO Group Holdings Versant Media Group Warner Music Group |

  20. PERFORMANCE BONUSES

    PERFORMANCE BONUSES For the 2025 calendar year (representing Fubo’s fiscal year prior to the closing of the business combination), the Compensation Committee established a formal annual cash incentive program (the “2025 Bonus Program”) for our NEOs (excluding our former Executive Chairman who was not bonus-eligible). The 2025 Bonus Program was designed to link the incentive compensation of our NEOs with the Company’s performance across our key financial and operational objectives. Each NEO’s annual bonus was based 100% upon the achievement of pre-established, quantitative financial and operational metrics. Target bonuses are set as a percentage of the executive’s base salary and are generally paid out in the first quarter of the following year. The target bonus for Mr. Gandler remained unchanged at 120% for 2025, and the target bonuses for each of Messrs. Janedis and Horihuela were increased from 75% to 85% for 2025 based on the Compensation Committee’s review of comparable company information to more closely align target total cash compensation for the executives to market competitive levels. All final bonus payments to our NEOs are determined by our Compensation Committee or the Board. The actual bonuses awarded, if any, may be more or less than the target, depending on individual performance and the achievement of corporate objectives and may also vary based on other factors at the discretion of the Compensation Committee. Under our 2025 Bonus Program, the maximum bonus payable to a NEO was 130% of his target bonus.

  21. CORPORATE PERFORMANCE GOALS AND PERFORMANCE LEVELS

    CORPORATE PERFORMANCE GOALS AND PERFORMANCE LEVELS Performance Measures. Consistent with the 2024 program, the Compensation Committee identified North America revenue, North America subscribers and Adjusted EBITDA as the key measures that promote the creation of long-term stockholder value. Accordingly, these same three measures (weighted 1/3 each) were selected as the performance metrics for the 2025 Bonus Program. The Board selected these three measures, with equal weighting, for the annual bonus plan to focus our executive officers on the key critical strategic priorities of growing North America subscribers and North America revenue (subscription and advertising) while emphasizing profitability. The Compensation Committee believes the performance metrics selected are critical elements to achieving our key strategic goals and are strongly aligned with stockholders’ interests. Performance Levels and Payout Levels. The Compensation Committee set goals for each 2025 performance measure at levels it considered rigorous and challenging, based in part on its evaluation of relevant risks and opportunities. At the time the goals were established, achievement of target annual cash incentive opportunities was not assured and required strong execution by our executive officers and other employees. In setting these goals, the Compensation Committee reviewed the relevant financial measures in our annual operating plan and considered factors such as performance relative to prior years and execution risk. The Compensation Committee established threshold and maximum performance levels at 80% and 120% of target for North America revenue and North America subscribers, and 50% and 150% of target for Adjusted EBITDA. No payout is earned for performance below threshold. Target performance results in a 100% payout for the applicable metric, while maximum performance results in a 120% payout for North America revenue and North America subscribers and a 150% payout for Adjusted EBITDA. Payouts for performance between threshold and target, and between target and maximum, are determined using straight-line interpolation. The table below provides additional details regarding the threshold, target and maximum performance objectives for the 2025 calendar year:

  22. CORPORATE PERFORMANCE GOALS AND PERFORMANCE LEVELS

    | Performance Metric (Weighting) | Below Threshold | Threshold | Target | Maximum | | North America Revenue (33.33%) ($ billions) | < $1.258 | $1.258 | $1.572 | $1.887 | | % of Target | < 80% | 80% | 100% | 120% | | Payout Percentage | 0% | 80% | 100% | 120% | | North America Subscribers (33.33%) (millions) | <1.35 | 1.35 | 1.68 | 2.02 | | % of Target | < 80% | 80% | 100% | 120% | | Payout Percentage | 0% | 80% | 100% | 120% | | Adjusted EBITDA (33.33%) (millions) (1) | >$(25.0) | $(25.0) | >$(0.0) | $25.0 | | % of Target | | | 100% | | | Payout Percentage | 0% | 50% | 100% | 150% |

  23. CORPORATE PERFORMANCE GOALS AND PERFORMANCE LEVELS

    (1) Adjusted EBITDA is a non-GAAP measure defined as Net Income (Loss) from Continuing Operations, adjusted for depreciation and amortization, impairment of other assets, stock-based compensation, certain litigation and transaction expenses, other (income) expense, and income tax provision (benefit). A reconciliation of Adjusted EBITDA to Net Income (Loss) from Continuing Operations, the most directly comparable GAAP measure, for the periods presented is attached to this proxy statement as Appendix C. Attainment. In connection with the business combination, annual cash incentive program participants, including our NEOs, were eligible to receive a bonus for the portion of 2025 that elapsed prior to the Closing Date of the business combination on October 29, 2025 (the “Pre-Closing Period”), based on the Company’s projected annual performance against the performance metrics established for calendar year 2025 set forth above. The portion of the bonus for the remainder of calendar year 2025 following the Closing Date (the “Post-Closing Period”) was to be determined based on actual performance relative to metrics established for such period. On the Closing Date, the Compensation Committee reviewed the Company’s performance against the 2025 Bonus Plan objectives, including North America revenue, North America subscribers and Adjusted EBITDA. Based on the Company’s actual performance through the Closing Date and projected performance against those metrics for the two remaining months of calendar 2025, the Compensation Committee approved an achievement level of 116%. Given various factors, including the Company’s strong performance across these key financial and operational metrics, the timing of the Closing Date approximately ten months into the twelve-month performance period, and consideration of the level of certainty and probability of achievement of the performance metrics for remainder of the calendar year, the 116% achievement and payout level was applied to annual bonuses for 2025, including both the Pre-Closing and Post-Closing Periods. The table below provides additional details about the final annual payouts under our 2025 Bonus Program (which was based on the full calendar year as it was established prior to the change in our fiscal year) as well as the portion of the 2025 bonuses that were attributable to the 2025 Transition Period based on the portion of 2025 that elapsed during such period.

  24. ANNUAL CASH INCENTIVE TARGETS AND PAYOUT DETERMINATION FOR CALENDAR YEAR 2025 AND THE 2025 TRANSITION PERIOD

    ANNUAL CASH INCENTIVE TARGETS AND PAYOUT DETERMINATION FOR CALENDAR YEAR 2025 AND THE 2025 TRANSITION PERIOD

  25. ANNUAL CASH INCENTIVE TARGETS AND PAYOUT DETERMINATION FOR CALENDAR YEAR 2025 AND THE 2025 TRANSITION PERIOD

    | Named Executive Officer | Target Percentage of Base Salary | Target Dollar Amount | Corporate Performance Weighting | Corporate Performance Percentage | Annual Cash Incentive Award for Calendar Year 2025 | Portion of Bonus Attributable to the 2025 Transition Period | | David Gandler | 120% | $1,890,000 | 100% | 116% | $2,191,078 | $1,643,309 | | John Janedis | 85% | $487,216 | 100% | 116% | $551,714 | $413,786 | | Alberto Horihuela Suarez | 85% | $491,813 | 100% | 116% | $556,919 | $417,689 |

  26. ANNUAL CASH INCENTIVE TARGETS AND PAYOUT DETERMINATION FOR CALENDAR YEAR 2025 AND THE 2025 TRANSITION PERIOD

    The portion of the annual performance bonuses paid to our NEOs for 2025 attributable to the 2025 Transition Period (representing approximately 75% of the bonuses earned for calendar year 2025) are set forth in the “Summary Compensation Table” below.

  27. LONG-TERM EQUITY INCENTIVES

    LONG-TERM EQUITY INCENTIVES We maintain the FuboTV Inc. 2020 Equity Incentive Plan (the “2020 Plan”). The 2020 Plan provides our employees (including the NEOs) and other eligible service providers the opportunity to participate in the equity appreciation of our business and incentivizes them to work towards the long-term performance goals of the company. We believe that such awards function as a compelling incentive and retention tool. The goals of our long-term, equity-based incentive awards are to align the interests of our NEOs and other employees, non-employee directors and consultants with the interests of our stockholders. Our equity-based incentives also encourage the retention of our NEOs through the vesting period of the awards. In determining the size of the long-term equity incentives to be awarded to our NEOs, we take into account a number of internal factors, such as the relative job scope, the value of existing long-term incentive awards, individual performance history, prior contributions to us and the size of prior grants, as well as a market review and analysis of comparable company data in our peer group. We have had no program, plan or practice pertaining to the timing of equity awards to our NEOs coinciding with the release of material non-public information. We use equity awards to compensate our NEOs both in the form of initial grants in connection with the commencement of employment and annual grants. Historically, annual grants of equity awards to our NEOs have typically been approved by the Compensation Committee during the fourth quarter of each calendar year, although Mr. Gandler’s annual grants were generally granted during the first half of each calendar year. While we intend that the majority of stock awards to our employees be made pursuant to initial grants or our annual grant program, the Compensation Committee retains discretion to make equity awards to employees at other times, including in connection with the promotion of an employee, to reward an employee, for retention purposes or for other circumstances recommended by management or the Compensation Committee.

  28. EQUITY VEHICLES

    EQUITY VEHICLES Equity awards to our NEOs generally consist of time-based RSUs and performance-based RSUs, or PRSUs. We use a combination of these components to align executive performance with long-term stockholder interests, minimize the cost of equity awards, and associated dilution, to the Company and to provide competitive compensation and to attract and retain executive talent. •Time-based RSUs are an effective retention tool because they maintain value even in cases where the stock price is trading lower than the initial grant price. Our time-based RSUs granted to our employees generally vest over four years, but certain time-based RSUs granted to Mr. Gandler and Mr. Bronfman vest over three years. •Performance-based RSUs share the same benefits as time-based RSUs, with the additional alignment of value delivered to our executives with achievement of performance objectives intended to align the interests of our executives with our stockholders. From time to time, our Compensation Committee may determine that a vesting schedule or equity type different than indicated above is appropriate. The equity awards granted to our NEOs during the 2025 Transition Period are described below.

  29. 2025 TRANSITION PERIOD EQUITY AWARDS

    2025 TRANSITION PERIOD EQUITY AWARDS The Compensation Committee has generally determined the value of each equity grant to our NEOs using a holistic evaluation that takes into account competitive market data of peer companies, the recommendations of our Chief Executive Officer based on his evaluation of their individual performance (except with respect to his own performance), the extent to which the executive officer is currently vested in his or her stock awards, scope and criticality of the executive’s role, parity in targets among executives in roles of a given level and the available share reserve under our equity plans. Based upon these factors, the Compensation Committee determines the size of the long-term equity incentives at levels it considers appropriate to create a meaningful opportunity for reward predicated on the creation of long-term stockholder value.

  30. 2025 Transition Period Equity Awards to Chief Executive Officer

    2025 Transition Period Equity Awards to Chief Executive Officer Our Board, upon the recommendation of our Compensation Committee, granted Mr. Gandler RSUs in January 2025 and PRSUs in June 2025 pursuant to the 2020 Plan with a target long-term incentive award value of $4 million. 50% of Mr. Gandler’s target long-term incentive award was granted in the form of PRSUs described below and 50% was granted in the form of RSUs. The number of RSUs and PRSUs subject to the awards was calculated from such target value utilizing the volume weighted average trading price of the Company’s common stock for the three month period preceding January 1, 2025, the grant date of the RSUs. While the number of PRSUs to be granted to Mr. Gandler was set on such date, such awards were granted in June 2025 to allow the Compensation Committee time to evaluate the appropriate PRSU design for such awards. In designing the PRSU award, the Compensation Committee determined that tying the vesting of the PRSUs to three stock price hurdles, coupled with a service requirement through the third anniversary of the grant date, provided Mr. Gandler with meaningful incentives to increase the stock price and align his interests with long-term value creation. Specifically, in January 2025, the Board granted Mr. Gandler an award of RSUs covering 108,733 shares of our Common Stock, which RSUs vest in equal annual installments on the first three anniversaries of the grant date (January 1, 2025), subject to Mr. Gandler’s continued service with us through each such vesting date. In addition, in June 2025, the Board granted Mr. Gandler an award of PRSUs (the “Gandler 2025 PRSU Award”) covering 108,732 shares of our Common Stock (which represented the “maximum” number of shares eligible to vest), which was divided into three equal tranches, each of which was eligible to vest upon the attainment of a stock price hurdle over 30 consecutive trading days: $72; $96; and $120. The Compensation Committee set the stock price hurdles at levels that it considered rigorous and challenging, such that the attainment was not assured at the time they were set. The stock price hurdles were to be measured over four one-year performance periods beginning on the grant date. Any PRSUs that became eligible to vest based on achievement of the stock price hurdles during the first three annual performance periods were scheduled to vest on the third anniversary of the grant date, and any PRSUs that became eligible to vest based on achievement of the stock price hurdles during the final annual performance period were scheduled to vest on the date of such achievement, subject to Mr. Gandler’s continued employment through such date. Upon the closing of the business combination, which constituted a change in control for purposes of the 2020 Plan, the performance conditions applicable to the Gandler 2025 PRSU Award were deemed satisfied. As a result, all PRSUs subject to the Gandler 2025 PRSU Award are eligible to vest on the third anniversary of the grant date, subject to Mr. Gandler’s continued service through such date and in accordance with the terms of such award.

  31. 2025 Transition Period Equity Awards to Mr. Bronfman

    2025 Transition Period Equity Awards to Mr. Bronfman In consideration of his services as our Executive Chairman, in January 2025, Mr. Bronfman was granted a time-based RSU award covering 108,733 shares of our Common Stock with target long-term incentive award value at $2 million. Mr. Bronfman’s RSU award was subject to vesting in equal annual installments on the first three anniversaries of the grant date (January 1, 2025), subject to Mr. Bronfman’s continued service with us through each such vesting date. Mr. Bronfman vested in the RSUs upon the closing of the business combination and his cessation of service as our Executive Chairman in accordance with the terms of such award. Messrs. Horihuela and Janedis were not granted equity awards during the 2025 Transition Period.

  32. OUTCOMES FOR EXECUTIVE EQUITY AWARDS TIED TO 2025 PERFORMANCE

    OUTCOMES FOR EXECUTIVE EQUITY AWARDS TIED TO 2025 PERFORMANCE

  33. 2024 PRSUs Granted to Mr. Gandler

    2024 PRSUs Granted to Mr. Gandler In April 2024, pursuant to the 2020 Plan, the Board granted Mr. Gandler an award of PRSUs (the “Gandler 2024 PRSU Award”) covering 154,321 shares of our Common Stock at “target” performance level (and up to 231,481 shares at “maximum” performance level), which were to become eligible to vest upon the attainment of annual performance objectives over three one-year performance periods (2024, 2025 and 2026 calendar years), subject to Mr. Gandler’s continued employment through the vesting date of February 20, 2027. The number of PRSUs eligible to vest could vary from 0% to 150%. For 2024 and 2025, the performance metrics and corresponding objectives for the Gandler 2024 PRSU Award were the same as those established for purposes of the Company’s annual cash incentive program for the applicable year (for 2025, see discussion above under the heading “—Performance Bonuses”). Based on the 128% achievement level for 2024, and the deemed 100% achievement level for 2025 and 2026, upon the closing of the business combination, which constituted a change in control for purposes of the 2020 Plan, Mr. Gandler became eligible to vest in a total of 168,590 of the PRSUs (representing actual performance for 2024 and target performance for 2025 and 2026), which PRSUs remain subject to time-based vesting through February 20, 2027.

  34. ACCELERATED VESTING OF EQUITY AWARDS

    ACCELERATED VESTING OF EQUITY AWARDS The equity awards granted to our NEOs are subject to accelerated vesting under the award agreements and the terms of Mr. Gandler’s employment agreement and our Executive Severance Plan, as described below under “Post Termination and Change in Control Benefits” and “—Employment Agreements.”

  35. RETENTION AWARDS

    RETENTION AWARDS On January 5, 2025, the Board approved a retention bonus program with an aggregate value of $20,500,000 (“Retention Bonus Program”) to promote retention and incentivize efforts to consummate the business combination, pursuant to which each of the NEOs, along with certain other key employees, were eligible to participate. Each award under the Retention Bonus Program was delivered, as to 25% of the value of the award, in cash upon the closing of the business combination in October 2025, and as to the remaining 75% of the value of the award, in the form of RSUs (“Retention RSUs”) granted on the closing date. The Retention RSUs vest, as to one-third of the underlying RSUs on the first anniversary of closing date, and as to the remaining two-thirds of the underlying RSUs on the second anniversary of the closing date, in each case, subject to the individual’s continuing service through the applicable vesting date. In the event of an individual’s termination without cause or resignation for good reason prior to the closing date or prior to the grant of the “Retention RSUs,” the individual was entitled to receive the cash retention award and fully vested Retention RSUs, on or as soon as practicable following the closing date, subject to the individual’s execution of a general release of claims. In the event of an individual’s termination without cause or resignation for good reason following the grant date of the Retention RSUs (but prior to the final vesting date) the Retention RSUs will become fully vested, subject to the individual’s execution of a general release of claims. Mr. Bronfman received his full award upon the closing of the business combination and his cessation of service as our Executive Chairman in accordance with the terms of the Retention Bonus Program. As a result, Mr. Bronfman’s Retention RSUs were fully vested on the date of grant. The following table sets forth the aggregate amount of the awards allocated by the Board under the Retention Bonus Program to each of our NEOs (inclusive of both the cash and equity components). The cash amounts were paid to each NEO at the time of the closing of the business combination and the Retention RSUs reflected in the table below were granted on the Closing Date. The number of Retention RSUs was determined by dividing the target equity value by $45.48, the volume-weighted average price per share of the Company’s Common Stock for the 30 trading days preceding the Closing Date.

  36. RETENTION AWARDS

    | Named Executive Officer | Retention Award ($) | Retention Award Paid in Cash ($) | Number of Retention RSUs Awarded at Closing (#) | | David Gandler | 5,500,000 | 1,375,000 | 90,699 | | Edgar Bronfman Jr. | 1,500,000 | 375,000 | 24,736 | | John Janedis | 2,000,000 | 500,000 | 32,981 | | Alberto Horihuela Suarez | 4,500,000 | 1,125,000 | 74,208 |

  37. POST TERMINATION AND CHANGE IN CONTROL BENEFITS

    POST TERMINATION AND CHANGE IN CONTROL BENEFITS We have entered into an employment agreement with Mr. Gandler. We also maintain the Executive Severance Plan in which our executives, including Messrs. Janedis and Horihuela participate. Each of these arrangements provide for certain severance benefits in the event the executive’s employment is involuntarily or constructively terminated, including in connection with a change in control. Such severance benefits are intended and designed to alleviate the financial impact of an involuntary termination and maintain a stable work environment through salary continuation and equity award vesting acceleration. We provide severance benefits because they are essential to help us fulfill our objective of attracting and retaining key managerial talent. While these arrangements form an integral part of the total compensation provided to these individuals and are considered by the Compensation Committee when determining executive officer compensation, the decision to offer these benefits did not influence the Compensation Committee’s determinations concerning other direct compensation or benefit levels. During 2025, in connection with the business combination, we also implemented the Retention Bonus Program, which provides for compensation upon a change in control, including in the event the executive’s employment is involuntarily or constructively terminated, including in connection with a change in control. The Compensation Committee has determined that such arrangements offer protection that is competitive within our industry and for our company size and are designed to attract highly qualified individuals and maintain their employment with us. In determining the severance benefits payable pursuant to the Executive Severance Plan, the Compensation Committee considered what level of severance benefits would be sufficient to retain our current executive team and to recruit talented executives in the future, which determination was based in part on input from management and our board of directors. For a description of the employment agreement with Mr. Gandler, see “—Employment Agreements—David Gandler” below. For a description of the Executive Severance Plan, see “—Executive Severance Plan” below. In addition, the equity awards granted to our NEOs contain accelerated vesting provisions upon an involuntary or constructive termination, death or disability and/or a change in control. In the event of a change in control where the acquirer does not assume awards granted under our equity incentive plans, awards issued under these plans shall be subject to accelerated vesting such that 100% of the awards will become vested and exercisable or payable, as applicable, with performance goals deemed achieved at 100% of target levels. ACCELERATION OF TIME-BASED AWARDS With respect to the time-based stock options and RSUs granted to Mr. Gandler, such awards will vest in the event of his termination without cause or resignation for good reason as provided under the Gandler Employment Agreement, as described below under “—Employment Agreements—David Gandler.” With respect to the time-based RSUs granted to Mr. Bronfman, such awards were eligible to vest in the event of his termination without cause or resignation for good reason as provided under the applicable award agreement. With respect to the time-based stock options and RSUs granted to Messrs. Janedis and Horihuela, such awards will vest in the event of the executive’s termination without cause or resignation for good reason within 24 months following a change in control as provided under the Executive Severance Plan, as described below under “—Executive Severance Plan.” ACCELERATION OF PERFORMANCE-BASED STOCK OPTIONS With respect to the performance-based stock options held by Mr. Gandler, if a change in control occurred or Mr. Gandler’s employment was terminated without cause or resignation for good reason, in each case on or prior to December 31, 2025, all of the performance-based stock options held by Mr. Gandler would remain eligible to vest on February 20, 2026 (or, if earlier, the date of his termination without cause or resignation for good reason), provided Mr. Gandler continued to provide services through such date. If the termination occurred on or after January 1, 2026, a number of unvested performance-based stock options, determined based on actual performance during the performance period, would have vested as of the date on which performance was certified. Upon the closing of the business combination in October 2025, which constituted a change in control for purposes of the 2020 Plan, Mr. Gandler became eligible to vest in all of the performance-based stock options, which vested on February 20, 2026, in accordance with their terms. With respect to the outstanding performance-based stock options held by Mr. Bronfman, in the event Mr. Bronfman’s services with Fubo were terminated prior to the consummation of a change in control (i) by us without cause, (ii) by Mr. Bronfman following our material breach of any agreement between us and Mr. Bronfman or (iii) due to Mr. Bronfman’s death or disability, Mr. Bronfman would have vested in any portion of the options for which the stock price target had been attained and would have remained eligible to vest in any other portion of the option if and when the applicable stock price target is attained prior to the expiration of the performance-based stock options. In addition, all of the performance-based stock options vested upon a change in control. Upon the closing of the business combination in October 2025, which constituted a change in control for purposes of the 2020 Plan, Mr. Bronfman vested in all of the performance-based stock options in accordance with their terms. ACCELERATION OF PRSUs With respect to the PRSUs granted to Mr. Gandler in 2025, if a change in control event occurred, or in the event of Mr. Gandler’s termination without cause or resignation for good reason, in each case on or prior to the fourth anniversary of the date of grant, all of the outstanding PRSUs that had not yet vested would vest on the later of (1) the third anniversary of the grant date or (2) the date of the change in control, subject to Mr. Gandler’s continued employment through such date. Upon the closing of the business combination in October 2025, which constituted a change in control for purposes of the 2020 Plan, Mr. Gandler became eligible to vest in all of the PRSUs granted in 2025, which PRSUs will vest on the third anniversary of the grant date, subject to Mr. Gandler’s continued services through such date as described above. With respect to the PRSUs granted to Mr. Gandler in 2023 and 2024, if a change in control event occurred, or in the event of Mr. Gandler’s termination without cause or resignation for good reason, in each case on or prior to the last day of the final performance period, he would remain eligible to vest in any unvested PRSUs (based on actual performance for any completed performance period and target performance for an incomplete performance period) on February 20, 2026 (for the awards granted in 2023) or February 20, 2027 (for the awards granted in 2024) (or, if earlier, the date of his termination without cause or resignation for good reason), provided he continues to provide services through such date. Upon the closing of the business combination in October 2025, which constituted a change in control for purposes of the 2020 Plan, Mr. Gandler became eligible to vest in 73,600 of the PRSUs granted in 2023 and 168,590 of the PRSUs granted in 2024 based on the foregoing provisions. The resulting PRSUs granted in 2023 vested on February 20, 2026, and the resulting PRSUs granted in 2024 will vest on February 20, 2027, subject to his continued services through such date.

  38. POST TERMINATION AND CHANGE IN CONTROL BENEFITS

    With respect to the PRSUs granted to Mr. Janedis during 2023, if a change in control occurred on or prior to December 31, 2025, all of the unvested PRSUs (measured at target performance) would be eligible to vest on February 20, 2026 (or, if earlier, the date of the executive’s involuntary termination without cause or resignation for good reason following a change in control), provided he continued to provide services through such date. Upon the closing of the business combination in October 2025, which constituted a change in control for purposes of the 2020 Plan, Mr. Janedis became eligible to vest all of the PRSUs, which PRSUs vested on February 20, 2026. With respect to the PRSUs granted to Mr. Horihuela during 2023, if a change in control occurred on or prior to December 31, 2025, he would remain eligible to vest in any unvested PRSUs (based on actual performance for any completed performance period and target performance for an incomplete performance period) on February 20, 2026 (or, if earlier, the date of his termination without cause or resignation for good reason following a change in control), provided he continued to provide services through such date. Upon the closing of the business combination in October 2025, which constituted a change in control for purposes of the 2020 Plan, Mr. Horihuela became eligible to vest in all of the PRSUs granted in 2023, which PRSUs vested on February 20, 2026. In November 2023, the Board amended the PRSUs previously awarded to Mr. Horihuela in 2021 (the “Amended Horihuela PRSUs”) to generally align the performance targets with the Amended Gandler Performance Options based on 2025 performance. With respect to the Amended Horihuela PRSUs, if a change in control event or his termination without cause or resignation for good reason occurred on or prior to December 31, 2025, he would remain eligible to vest in the target PRSUs on February 20, 2026 (or, if earlier, the date of his termination without cause or resignation for good reason), provided he continued to provide services through such date. If his termination occurred on or after January 1, 2026, a number of unvested PRSUs, determined based on actual performance during the performance period, would have vested on date performance is certified. Upon the closing of the business combination in October 2025, which constituted a change in control for purposes of the 2020 Plan, Mr. Horihuela became eligible to vest in all of the Amended Horihuela PRSUs, which PRSUs vested on February 20, 2026. With respect to the PRSUs granted to Messrs. Janedis and Horihuela during 2024, if a change in control occurred on or prior to the last day of the final annual performance period, the executive would remain eligible to vest in any unvested PRSUs (based on actual performance for any completed performance period and target performance for an incomplete performance period) on the last day of the original performance period applicable to the award (or, if earlier, the date of the executive officer’s termination without cause or resignation for good reason), as long as the executive continues to provide services to the Company through the applicable vesting date. Upon the closing of the business combination in October 2025, which constituted a change in control for purposes of the 2020 Plan, Messrs. Janedis and Horihuela each became eligible to vest in 24,992 of the PRSUs granted in 2024, which PRSUs will remain subject to time-based vesting through February 20, 2026, 2027, 2028 and 2029. For further information about the accelerated vesting provisions applicable to our NEOs’ outstanding equity awards, see “—Employment Agreements,” “—Executive Severance Plan” and “—Potential Payments Upon Termination or Change in Control” below.

  39. EQUITY GRANT PRACTICES

    EQUITY GRANT PRACTICES We do not grant equity awards in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation. In addition, we do not take material nonpublic information into account when determining the timing and terms of such awards. Although we do not have a formal policy with respect to the timing of our equity award grants, the Compensation Committee has historically granted such annual awards to employees other than our Chief Executive Officer in the fourth quarter of each calendar year. Awards to newly-hired employees and awards in the case of promotions or other special circumstances are made on an ongoing basis. Historically, awards to our Chief Executive Officer were generally made in the first half of each calendar year. During the 2025 Transition Period, we did not grant new awards of stock options, stock appreciation rights, or similar option‐like instruments to our NEOs.

  40. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table shows information regarding the compensation earned by our NEOs during the 2025 Transition Period (referred to in the table below as “TP 2025”) and the years ended December 31, 2024, 2023 and 2022.

  41. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($) | | David Gandler | TP 2025 | $1,180,300 | $— | $7,901,641 | $— | $1,643,309 | $161,635 | $10,886,885 | | Chief Executive Officer | 2024 | 1,500,000 | — | 4,213,381 | — | 2,271,760 | 33,637 | 8,018,778 | | | 2023 | 730,000 | — | 1,333,596 | 2,125,478 | 943,160 | 31,304 | 5,163,538 | | | 2022 | 558,250 | — | — | 7,255,640 | 539,779 | 29,192 | | | John Janedis | TP 2025 | 416,249 | — | 225,678 | | 413,786 | 155,675 | 1,211,388 | | Chief Financial Officer | 2024 | 537,950 | 50,000 | 935,813 | — | 511,781 | 26,489 | 2,062,033 | | | 2023 | 480,000 | — | 1,980,088 | — | 330,047 | 24,612 | 2,814,747 | | | 2022 | 387,652 | — | 1,886,560 | — | 207,886 | 21,563 | | | Edgar Bronfman Jr. | TP 2025 | 75,000 | — | 1,644,043 | — | — | 97,342 | 1,816,385 | | Former Executive Chairman | 2024 | 100,000 | — | — | — | — | 20,751 | 120,751 | | | 2023 | 96,997 | — | — | — | | — | 96,997 | | | 2022 | 95,000 | — | — | — | — | — | | | Alberto Horihuela Suarez | TP 2025 | 420,176 | — | 511,351 | — | 417,689 | 161,634 | 1,510,850 | | Chief Operating Officer | 2024 | 543,025 | 100,000 | 1,081,977 | — | 516,609 | 33,637 | 2,275,248 | | | 2023 | 473,049 | — | 1,237,662 | — | 325,268 | 31,304 | 2,067,283 | | | 2022 | 406,000 | — | — | — | 196,283 | 29,192 | 631,475 |

  42. SUMMARY COMPENSATION TABLE

    (1)Represents actual base salaries paid to Messrs. Gandler, Janedis and Horihuela and cash retainer fees paid to Mr. Bronfman in connection with his service as our Executive Chairman during the 2025 Transition Period. (2)Represents discretionary additional bonuses paid to Messrs. Janedis and Horihuela for their performance during 2024. (3)Represents the grant date fair value of RSU and PRSU awards granted in the applicable fiscal year computed in accordance with ASC 718. The grant date fair value of RSU awards is calculated using the closing price per share of our common stock on the date of grant multiplied by the number of RSUs. The grant date fair value of PRSU awards tied to financial objectives is calculated using the closing price per share of our common stock on the date of grant multiplied by the number of PRSUs, as adjusted by the probability of achievement of the applicable performance objectives at the time of grant, which was assumed to be “target” for purposes of the PRSUs granted in 2023, 2024 and 2025 tied to financial objectives. Assumptions used in the calculation of these amounts are included in Note 14 to our consolidated financial statements included in our Annual Report on Form 10-K for the period ended December 31, 2024, which was filed with the SEC on March 3, 2025. The grant date fair value of PRSU awards tied to stock price hurdles is calculated by a Monte Carlo simulation model, which utilizes multiple input variables, including expected volatility of our stock price and other assumptions appropriate for determining fair value, to estimate the probability of satisfying the performance objective established for the award, including the expected volatility of our stock price relative to the applicable comparative index and a risk-free interest rate, calculated in accordance with ASC 718. The simulation model assumed an expected volatility of 112.5%, a risk free interest rate of 3.92% and a weighted average derived service period of less than one year. This amount does not reflect the actual economic value that will be realized upon the vesting of the awards or the sale of the Common Stock underlying such awards. With respect to Mr. Gandler for 2025, includes $3,670,843 related to the PRSUs granted in 2025 that were eligible to vest based on the achievement of stock price hurdles over four one-year performance periods beginning on the grant date. With respect to each of Messrs. Janedis and Horihuela for 2025, includes $225,678 related to the PRSUs granted in 2024 eligible to vest based on 2025 performance. The PRSUs were eligible to vest upon the attainment of annual performance objectives over four one-year performance periods (2025, 2026, 2027 and 2028 calendar years). In accordance with SEC rules and ASC 718, the grant date for ASC 718 purposes occurred for the portion of the award eligible to vest based on 2025 performance when the performance objectives were established by the Compensation Committee in March 2025. As a result, only this portion of the award is reflected in the table above. The full grant date fair value of the PRSU awards granted to each of Messrs. Janedis and Horihuela, which vest based on the achievement of performance objectives for 2025, assuming achievement of all performance metrics at the target level (which is the maximum level of performance under these awards), is $225,678. With respect to Mr. Gandler for 2024 and 2025, includes $953,333 related to the portion of the PRSUs granted in 2024 that was eligible to vest based on 2024 performance, and $1,839,411 related to the portion of the PRSUs granted in 2024 that was eligible to vest based on 2025 performance. The PRSUs were eligible to vest upon the attainment of annual performance objectives over three one-year performance periods (2024, 2025 and 2026 calendar years). In accordance with SEC rules and ASC 718, the grant date for ASC 718 purposes occurred for the portion of the award eligible to vest based on 2024 performance only at the time of grant, and the grant date for ASC 718 purposes occurred for the portion of the award eligible to vest based on 2025 performance when the performance objectives were established by the Compensation Committee in March 2025. As a result, only these portions of the award are reflected in the table above in their respective periods. The number of PRSUs granted to Mr. Gandler during 2024 eligible to vest may vary from 0% to 150%. The full grant date fair value of the 2024 PRSU awards, which were eligible to vest based on the achievement of 2024 and 2025 performance objectives, assuming achievement of all performance metrics at the maximum level, is $1,429,999 and $2,759,117, respectively. With respect to Mr. Horihuela for 2024 and 2025, includes $146,164 related to the portion of the PRSUs granted in 2023 that was eligible to vest based on 2024 performance, and $285,673 related to the portion of the PRSUs granted in 2023 that was eligible to vest based on 2025 performance. For purposes of these awards, “target” performance is the maximum possible achievement. The PRSUs were eligible to vest upon the attainment of annual performance objectives over two one-year performance periods (2024 and 2025 calendar years). In accordance with SEC rules and ASC 718, the grant date for ASC 718 purposes occurred for the portion of the award eligible to vest based on 2024 performance only at the time of grant, and the grant date for ASC 718 purposes occurred for the portion of the award eligible to vest based on 2025 performance when the performance objectives were established by the Compensation Committee in March 2025. As a result, only these portions of the award are reflected in the table above. The number of PRSUs granted in 2024 eligible to vest may vary from 0% to 100%. The full grant date fair value of the PRSU awards granted, which were eligible to vest based on the achievement of 2024 and 2025 performance objectives, assuming achievement of all performance metrics at the target level (which is the maximum level of performance under this award), is $146,164 and $285,673, respectively. With respect to Mr. Gandler, for 2023, 2024 and 2025, includes $530,226 related to the portion of the PRSUs granted in 2023 that were eligible to vest based on 2023 performance, $371,158 related to the portion of the PRSUs granted in 2023 that were eligible to vest based on 2024 performance, and $747,395 related to the portion of the PRSUs granted in 2023 that were eligible to vest based on 2025 performance. The PRSUs were eligible to vest upon the attainment of annual performance objectives over three one-year performance periods (2023, 2024 and 2025 calendar years). In accordance with SEC rules and ASC 718, the grant date for ASC 718 purposes occurred for the portion of the award eligible to vest based on 2023 performance only at the time of grant, the grant date for ASC 718 purposes occurred for the portion of the award eligible to vest based on 2024 performance when the performance objectives were established by the Compensation Committee in March 2024, and the grant date for ASC 718 purposes occurred for the portion of the award eligible to vest based on 2025 performance when the performance objectives were established by the Compensation Committee in March 2025. As a result, only these portions of the award are reflected in the table above for the applicable fiscal year. The number of PRSUs granted to Mr. Gandler during 2023 eligible to vest may vary from 0% to 150%. The full grant date fair value of the 2023 PRSU awards, which were eligible to vest based on the achievement of 2023, 2024 and 2025 performance objectives, assuming achievement of all performance metrics at the maximum level, is $795,340, $556,738 and $1,121,093, respectively.

  43. SUMMARY COMPENSATION TABLE

    With respect to Mr. Janedis for 2023, also includes $618,830 related to the PRSUs granted during 2023 eligible to vest based on 2025 performance. For purposes of these awards, “target” performance is the maximum possible achievement. The full grant date fair value of the PRSU awards, which vest based on the achievement of performance objectives for 2025, assuming achievement of all performance metrics at the target level (which is the maximum level of performance under this award), is $618,830. (4)Represents the grant date fair value of option awards granted in the applicable fiscal year. In accordance with SEC rules, this column reflects the aggregate grant date fair value of the awards granted to the named executive officers computed in accordance with ASC 718. Assumptions used in the calculation of these amounts are included in Note 14 to our consolidated financial statements included in our Annual Report on Form 10-K for the period ended December 31, 2024, which was filed with the SEC on March 3, 2025. This amount does not reflect the actual economic value that will be realized by the named executive officers upon the exercise of the awards or the sale of the Common Stock underlying such awards. With respect to the performance-based stock options originally awarded to Mr. Gandler in October 2020 (the “Gandler Performance Options”), the vesting was originally tied to a series of five one-year performance measure periods (commencing with 2021) and eligible to be earned over five years, with 20% of the award eligible to be earned each year. In accordance with SEC rules and ASC 718, due to the vesting terms applicable to the original Gandler Performance Options as in effect prior to the amendment of such award in April 2023, no grant date for ASC 718 purposes had occurred for the portion of the award tied to 2023-2025 performance as of the date of the amendment and therefore no value for such portion of the award had been previously reported in the Summary Compensation Table for prior years. As a result, the service inception date for the portion of the award eligible to vest in each calendar year preceded the grant date for such portion of the award for ASC 718 purposes. In addition, due to the discretion reserved by the Compensation Committee in determining the final vesting for each year, no grant date for ASC 718 purposes occurred for any portion of the original Gandler Performance Options in 2021. As a result, the service inception date for the portion of the award eligible to vest in each calendar year preceded the grant date for such portion of the award for ASC 718 purposes. Since, prior to the amendment of the award in April 2023, the number of shares to be earned on each determination date (subsequent to the Company’s calendar year-end) was subject to the discretion of the Board, the compensation expense was adjusted each reporting period for changes in fair value prorated for the portion of the requisite service period rendered and based on the number of shares expected to be earned. For the portion of the performance-based option eligible to be earned for 2021, the Company recognized $5,432,006 of stock-based compensation expense for such portion of the award in 2021, which amount is included in the table above for 2021. For the portion of the performance-based option eligible to be earned for 2022, the fair value for stock-based compensation expense purposes of such portion of the award as of January 1, 2022, the service inception date for such portion of the award, would have been $7,255,640, which amount is included in the table above for 2022. As a result of the amendment to the Gandler Performance Options in April 2023 (the “Amended Gandler Performance Options”), all future vesting was tied to the achievement of pre-established objectives during the year ended December 31, 2025. Under ASC 718, the amendment of such option resulted in the establishment of a grant date for ASC 718 purposes as of the date of such amendment, resulting in a grant date fair value of the remaining portion of such award of $402,021 under ASC 718 which is included in the table above for 2023. (5)These amounts represent performance bonuses earned under our executive bonus program, which is described above under “Compensation Discussion and Analysis —Performance Bonuses.” For the 2025 Transition Period, represents the portion of the annual bonus earned for calendar year 2026 that was attributable to the 2025 Transition Period. (6)For the 2025 Transition Period, represents (a) health insurance premiums paid by the Company on behalf of the named executive officers, (b) for Mr. Bronfman, $75,000 for reimbursement of personal legal fees incurred in connection with the business combination during such period, and (c) for each of Messrs. Gandler, Janedis and Horihuela, $125,000, representing their individual prorated portion of the aggregate reimbursement of personal legal fees to the named executive officers in connection with the business combination during such period.

  44. 2025 TRANSITION PERIOD GRANTS OF PLAN-BASED AWARDS

    2025 TRANSITION PERIOD GRANTS OF PLAN-BASED AWARDS

  45. 2025 TRANSITION PERIOD GRANTS OF PLAN-BASED AWARDS

    | Name | Type of Award | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stocks or Units (#)(2) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | David Gandler | Annual Bonus | — | 1,323,000 | 1,890,000 | 2,457,000 | — | — | — | — | — | — | — | | | PRSUs (4) | 6/13/2025 | — | — | — | — | 108,732 | — | — | — | — | 3,670,843 | | | PRSUs (5) | 3/10/2025 | — | — | — | 25,463 | 50,925 | 76,388 | — | — | — | 1,839,411 | | | PRSUs (6) | 3/10/2025 | — | — | — | 10,296 | 20,692 | 31,038 | — | — | — | 747,395 | | | RSUs | 1/1/2025 | — | — | — | — | — | — | 108,733 | — | — | 1,644,043 | | John Janedis | Annual Bonus | — | 341,051 | 487,216 | 633,380 | — | — | — | — | — | — | — | | | PRSUs (7) | 3/10/2025 | — | — | — | — | 6,248 | — | — | — | — | 225,678 | | Edgar Bronfman Jr. | RSUs | 1/1/2025 | — | — | — | — | — | — | 108,733 | — | — | 1,644,043 | | Alberto Horihuela Suarez | Annual Bonus | — | 344,269 | 491,813 | 639,356 | — | — | — | — | — | — | — |

  46. 2025 TRANSITION PERIOD GRANTS OF PLAN-BASED AWARDS

    | PRSUs (7) | 3/10/2025 | — | — | — | — | 6,248 | — | — | — | — | 225,678 | | PRSUs (8) | 3/10/2025 | — | — | — | — | 7,909 | — | — | — | — | 285,673 |

  47. 2025 TRANSITION PERIOD GRANTS OF PLAN-BASED AWARDS

    (1)Amounts in this column represent threshold, target and maximum cash performance bonus opportunities for the named executive officers in 2025 under our executive bonus program, which is described above under “— Compensation Discussion and Analysis — Performance Bonuses.” Mr. Bronfman is not eligible to participate in our executive bonus program. (2)Represents RSUs awarded in 2025 to Messrs. Gandler and Bronfman under the 2020 Plan. The RSUs vest in equal annual installments on the first three anniversaries of January 1, 2025, subject to continued service with us through each such vesting date. The RSUs were approved by the Board on December 22, 2024. Upon the closing of the business combination in October 2025, Mr. Bronfman vested in all of these RSU awards. (3)Represents the applicable grant-date fair value of each RSU and PRSU award calculated in accordance with ASC 718. For a discussion of our valuation methodology used, see Note 14 to our consolidated financial statements included in our Annual Report on Form 10-K for the period ended December 31, 2024, which was filed with the SEC on March 3, 2025 and in footnote (3) to the Summary Compensation Table above. These amounts do not reflect whether the recipient has actually realized or will realize. Whether, and to what extent, a named executive officer realizes a financial benefit from the awards will depend on our actual operating performance, stock price fluctuations and the named executive officer’s continued service to us. (4)Represents the PRSUs granted in 2025 under the 2020 Plan to Mr. Gandler that were eligible to vest based on the achievement of three stock price hurdles over four one-year performance periods beginning on the grant date. Any PRSUs that became eligible to vest based on achievement of the stock price hurdles during the first three annual performance periods were scheduled to vest on the third anniversary of the grant date, and any PRSUs that became eligible to vest based on achievement of the stock price hurdles in the fourth annual performance period were scheduled to vest on the date of such achievement, which vesting will be subject to Mr. Gandler’s continued employment through such date. Upon the closing of the business combination in October 2025, which constituted a change in control for purposes of the 2020 Plan, Mr. Gandler became eligible to vest in all of the PRSUs in accordance with the terms of such awards. Such number of earned PRSUs remain subject to time-based vesting through on the third anniversary of the date of grant. The PRSUs granted to Mr. Gandler were approved by the Board on June 13, 2025, which was also the grant date for the award. (5)Represents the portion of the PRSUs granted in 2024 under the 2020 Plan to Mr. Gandler that was eligible to vest based on 2025 performance. The PRSUs were eligible to vest upon the attainment of annual performance objectives over three one-year performance periods (2024, 2025 and 2026 calendar years). Any PRSUs that were eligible to vest based on performance relative to the annual performance objectives were scheduled to vest on the date on which the Company’s performance for the 2026 performance year is certified, which was scheduled to occur on or before February 20, 2027, which vesting is subject to Mr. Gandler’s continued employment through such date. The number of PRSUs eligible to vest could vary from 0% to 150%. The extent to which PRSUs were eligible to vest was to be determined based on the performance level achieved, with 0% vesting for performance below threshold levels. For the second performance period (January 1, 2025 – December 31, 2025), the Compensation Committee set Adjusted EBITDA goals (weighted 33.33%), North America revenue goals (weighted 33.33%), and new subscriber goals (weighted 33.33%) as the annual performance objectives. The PRSUs granted to Mr. Gandler were approved by the Board on April 4, 2024, and the grant date for ASC 718 purposes for this portion of the award was March 10, 2025. SEC rules require presentation that is consistent with ASC 718. In accordance with SEC rules and ASC 718, due to the vesting terms applicable to the PRSUs granted to Mr. Gandler in 2025, the grant date for ASC 718 purposes occurred for the portion of the award eligible to vest based on 2025 performance only in March 2025. As a result, only this portion of the award is reflected in the table above. Upon the closing of the business combination in October 2025, which constituted a change in control for purposes of the 2020 Plan, Mr. Gandler became eligible to vest in 168,590 PRSUs subject to the award (based on actual performance for 2024 and target performance for 2025 and 2026), which earned PRSUs remain subject to time-based vesting through February 20, 2027. For additional information on the specific terms of the PRSUs see “Long-Term Equity Incentive – 2025 Equity Awards” above. (6)Represents the portion of the award of PRSUs granted in 2023 under the 2020 Plan to Mr. Gandler that were eligible to vest based on 2025 performance. The PRSUs were eligible to vest upon the attainment of annual performance objectives over three one-year performance periods (2023, 2024 and 2025 calendar years). Any PRSUs that were eligible to vest based on performance relative to the annual performance objectives were scheduled to vest on the date on which the Company’s performance for the 2025 performance year was certified, which was scheduled to occur on or before February 20, 2026, which vesting will be subject to Mr. Gandler’s continued employment through such date. The number of PRSUs eligible to vest could vary from 0% to 150%. The extent to which PRSUs were eligible to vest was to be determined based on the performance level achieved, with 0% vesting for performance below threshold levels. For the third performance period (January 1, 2025 – December 31, 2025), the Compensation Committee set Adjusted EBITDA goals (weighted 33.33%), North America revenue goals (weighted 33.33%), and new subscriber goals (weighted 33.33%) as the annual performance objectives. The PRSUs granted to Mr. Gandler were approved by the Board on June 15, 2023, and the grant date for ASC 718 purposes for this portion of the award was March 10, 2025. SEC rules require presentation that is consistent with ASC 718. In accordance with SEC rules and ASC 718, due to the vesting terms applicable to the PRSUs granted to Mr. Gandler in 2025, the grant date for ASC 718 purposes occurred for the portion of the award eligible to vest based on 2025 performance only in March 2025. As a result, only this portion of the award is reflected in the table above. Upon the closing of the business combination in October 2025, which constituted a change in control for purposes of the 2020 Plan, Mr. Gandler became eligible to vest in 73,600 PRSUs subject to the award (based on actual performance for 2024 and 2025 and target performance for 2026), which earned PRSUs vested on February 20, 2026. For additional information on the specific terms of the PRSUs see “Long-Term Equity Incentive – 2025 Equity Awards” above.

  48. 2025 TRANSITION PERIOD GRANTS OF PLAN-BASED AWARDS

    (7)Represents the portion of the award of PRSUs granted in 2024 under the 2020 Plan to Messrs. Janedis and Horihuela that was eligible to vest based on 2025 performance. The PRSUs were eligible to vest upon the attainment of annual performance objectives over four one-year performance periods (2025, 2026 2027 and 2028 calendar years). Any PRSUs that were eligible to vest based on achieved performance for such year were scheduled to vest on the date on which the Company’s performance for such performance year was certified, which was scheduled to occur on or before February 20th of the following year, subject to continued employment through such date. The number of PRSUs eligible to vest may vary from 0% to 100%. The extent to which PRSUs were eligible to vest was to be determined based on the performance level achieved, with 0% vesting for performance below threshold levels. For the first performance period (January 1, 2025 – December 31, 2025), the Compensation Committee set Adjusted EBITDA goals (weighted 33.33%), North America revenue goals (weighted 33.33%), and new subscriber goals (weighted 33.33%) as the annual performance objectives. The PRSUs granted to Messrs. Janedis and Horihuela were approved by the Board on November 25, 2024, and the grant date for ASC 718 purposes for this portion of the award was March 10, 2025. SEC rules require presentation that is consistent with ASC 718. In accordance with SEC rules and ASC 718, due to the vesting terms applicable to the PRSUs granted to Messrs. Janedis and Horihuela in 2024, the grant date for ASC 718 purposes occurred for the portion of the award eligible to vest based on 2025 performance only in March 2025. As a result, only this portion of the award is reflected in the table above. Upon the closing of the business combination in October 2025, which constituted a change in control for purposes of the 2020 Plan, Messrs. Janedis and Horihuela became eligible to vest in all of the PRSUs. Such earned PRSUs (24,992 each) remain subject to time-based vesting through February 20, 2026, 2027, 2028 and 2029. (8)Represents the portion of the award of PRSUs granted in 2023 under the 2020 Plan to Mr. Horihuela that was eligible to vest based on 2025 performance. Any PRSUs that were eligible to vest based on performance relative to the annual performance objectives were scheduled to vest on the date on which the Company’s performance for the 2025 performance year was certified, which was scheduled to occur on or before February 20, 2026, subject to continued employment through such date. The number of PRSUs eligible to vest could vary from 0% to 100%. The extent to which PRSUs were eligible to vest was to be determined based on the performance level achieved, with 0% vesting for performance below threshold levels. The PRSUs granted to Mr. Horihuela were approved by the Compensation Committee on November 20, 2023, and the grant date for ASC 718 purposes for this portion of the award was March 10, 2025. SEC rules require presentation that is consistent with ASC 718. In accordance with SEC rules and ASC 718, due to the vesting terms applicable to the PRSUs granted to Mr. Horihuela in 2023, the grant date for ASC 718 purposes occurred for the portion of the award eligible to vest based on 2025 performance only in March 2025. As a result, only this portion of the award is reflected in the table above. Upon the closing of the business combination in October 2025, which constituted a change in control for purposes of the 2020 Plan, Mr. Horihuela became eligible to vest in 25,834 PRSUs subject to the award, which earned PRSUs vested on February 20, 2026. For additional information on the specific terms of the PRSUs see “Long-Term Equity Incentive – 2024 Equity Awards” above.

  49. OUTSTANDING EQUITY AWARDS AT SEPTEMBER 27, 2025

    OUTSTANDING EQUITY AWARDS AT SEPTEMBER 27, 2025 The following table sets forth specified information regarding the outstanding equity awards held by our named executive officers at September 27, 2025, the last day of the 2025 Transition Period. For a description of certain accelerated vesting provisions applicable to the stock awards granted to our named executive officers, see “—Post Termination and Change in Control Benefits”, “— Employment Agreements” and “— Executive Severance Plan” above and “— Potential Payment on Termination or Change in Control” below.

  50. OUTSTANDING EQUITY AWARDS AT SEPTEMBER 27, 2025

    | | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights that Have Not Vested ($)(1) | | David Gandler | 6/13/2025 | — | — | — | — | — | — | — | 108,732 | 5,480,093 | | | 1/1/2025 | — | — | — | — | — | 108,733 | 5,480,093 | — | — | | | 4/4/2024 | — | — | — | — | — | 102,886 (4) | 5,185,454 | — | — | | | 4/4/2024 | — | — | — | — | — | 116,121 (5) | 5,852,498 | 52,469 (5) | 2,644,438 | | | 5/9/2023 | — | — | — | — | — | 15,216 (6) | 766,886 | — | — | | | 5/9/2023 | — | — | — | — | — | 73,600 (7) | 3,709,440 | — | — | | | 5/9/2023 | 26,512 | 26,512(8) | — | $24.24 | 5/8/2033 | — | — | — | — | | | 10/8/2020 | 68,333 | — | 273,333 (10) | $120.00 | 10/7/2030 | — | — | — | — | | | 4/1/2020 | 403,888 (9) | — | — | $97.49 | 3/31/2030 | — | — | — | — | | John Janedis | 11/25/2024 | — | — | — | — | — | 6,248 | 314,899 | 18,744 (11) | 944,698 | | | 11/25/2024 | — | — | — | — | — | 49,990 (12) | 2,519,496 | — | — | | | 11/20/2023 | — | — | — | — | — | 23,728 (13) | 1,195,891 | — | — | | | 11/20/2023 | — | — | — | — | — | 15,818 (14) | 797,227 | — | — | | | 11/20/2022 | — | — | — | — | — | 9,364(15) | 471,946 | — | — | | | 3/12/2022 | — | — | — | — | — | 4,396 (16) | 221,558 | — | — |

  51. OUTSTANDING EQUITY AWARDS AT SEPTEMBER 27, 2025

    | Edgar Bronfman Jr. | 1/1/2025 | — | — | — | — | — | 108,733 | 5,480,143 | — | — | | | 5/19/2021 | 76,388 | 38,195 (17) | 0 | 235.08 | 5/18/2028 | — | — | — | — | | | 6/28/2020 | 100,274 (18) | — | — | 133.80 | 4/29/2027 | — | — | — | — | | | 4/29/2020 | 156,250 (18) | — | — | 105.12 | 4/29/2027 | — | — | — | — | | Alberto Horihuela Suarez | 11/25/2024 | — | — | — | — | — | — | — | 24,992(19) | 1,259,597 | | | 11/25/2024 | — | — | — | — | — | 49,990 (20) | 2,519,496 | | | | | 11/20/2023 | — | — | — | — | — | 23,728 (21) | 1,195,891 | — | — | | | 11/20/2023 | — | — | — | — | — | 15,818 (22) | 797,227 | — | — | | | 11/3/2021 | — | — | — | — | — | 17,500 (22) | 882,000 | 52,500 (22) | 2,646,000 | | | 11/3/2021 | — | — | — | — | — | 8,334 (23) | 420,034 | 16,666 (23) | 839,966 | | | 8/6/2020 | 16,666 (24) | — | — | $119.70 | 8/5/2030 | — | — | — | — | | | 5/31/2018 | 4,608 (25) | — | — | $23.87 | 5/30/2028 | — | — | — | — | | | 8/4/2016 | 10,756 | — | — | $5.88 | 8/3/2026 | — | — | — | — |

  52. OUTSTANDING EQUITY AWARDS AT SEPTEMBER 27, 2025

    (1)Calculated based on the closing price per share of the Company’s Common Stock on September 26, 2025 ($50.40), the last trading day of the 2025 Transition Period. (2)The RSUs vest in three equal installments on each of January 1, 2026, January 1, 2027 and January 1, 2028, subject to Mr. Gandler’s continued service through each vesting date. In addition, the award agreement and the Gandler Employment Agreement provide for accelerated vesting of the RSUs under certain circumstances. For additional discussion, please see “—Post Termination and Change in Control Benefits” and “—Employment Agreements—David Gandler” above. (3)The PRSUs include three tranches that were eligible to vest upon the attainment of stock price hurdles over four one-year performance periods beginning on the date of grant. Any PRSUs that became eligible to vest based on achievement of the stock price hurdles during the first three performance years were scheduled to vest on the third anniversary of the grant date and any PRSUs that became eligible to vest based on achievement of the stock price hurdles during the last performance year were scheduled to vest on the date of such achievement, subject to Mr. Gandler’s continued employment through such date. Upon the closing of the business combination in October 2025, which constituted a change in control for purposes of the 2020 Plan, Mr. Gandler became eligible to vest in all of the PRSUs in accordance with the terms of such awards. Such number of earned PRSUs remain subject to time-based vesting through on the third anniversary of the date of grant. In addition, the award agreement and the Gandler Employment Agreement provide for accelerated vesting of the PRSUs under certain circumstances. For additional discussion, please see “—Post Termination and Change in Control Benefits” and “—Employment Agreements—David Gandler” above. (4)The RSUs vest in three equal installments on each of February 20, 2025, February 20, 2026 and February 20, 2027, subject to Mr. Gandler’s continued service through each vesting date. In addition, the award agreement and the Gandler Employment Agreement provide for accelerated vesting of the RSUs under certain circumstances. For additional discussion, please see “—Post Termination and Change in Control Benefits” and “—Employment Agreements—David Gandler” above. (5)The PRSUs granted to Mr. Gandler were eligible to vest upon the attainment of annual performance objectives over three one-year performance periods (2024, 2025 and 2026 calendar years). Any PRSUs that were eligible to vest based on performance relative to the performance objectives were scheduled to vest on the date on which the Company’s performance for the 2026 performance year is certified, which was scheduled to occur on or before February 20, 2027, subject to Mr. Gandler’s continued employment through such date. The number of PRSUs eligible to vest could vary from 0% to 150%. The extent to which PRSUs were eligible to vest was to be determined based on the performance level achieved, with 0% vesting for performance below threshold levels. The PRSUs that were eligible to vest with respect to 2025 and 2026 performance are reflected in the table above at “target” performance levels. Mr. Gandler became eligible to vest in 65,196 PRSUs based on achievement of the performance objectives for 2024, which PRSUs will vest on the date the Compensation Committee certifies performance for 2026, provided Mr. Gandler remains in service through such date. As a result, this portion of the award is reflected in the “Number of Shares or Units of Stock that Have Not Vested” column above, since they were subject only to service-based vesting conditions as of the last day of the 2025 Transition Period. Upon the closing of the business combination in October 2025, which constituted a change in control for purposes of the 2020 Plan, Mr. Gandler became eligible to vest in 168,590 of the PRSUs (based on actual performance for 2024 and target performance for 2025 and 2026), which PRSUs remain subject to time-based vesting through February 20, 2027. In addition, the award agreement and the Gandler Employment Agreement provide for accelerated vesting of the PRSUs under certain circumstances. For additional discussion, please see “—Post Termination and Change in Control Benefits” and “—Employment Agreements—David Gandler” above. (6)The PRSUs granted to Mr. Gandler were eligible to vest upon the attainment of annual performance objectives over three one-year performance periods (2023, 2024 and 2025 calendar years). Any PRSUs that were eligible to vest based on performance relative to the performance objectives were scheduled to vest on the date on which the Company’s performance for the 2025 performance year was certified, which was scheduled to occur on or before February 20, 2026, subject to Mr. Gandler’s continued employment through such date. The number of PRSUs eligible to vest could vary from 0% to 150%. The extent to which PRSUs were eligible to vest was to be determined based on the performance level achieved, with 0% vesting for performance below threshold levels. The PRSUs that were eligible to vest with respect to 2025 performance are reflected in the table above at “target” performance levels. Mr. Gandler became eligible to vest in 27,196 PRSUs and 25,712 PRSUs based on achievement of the performance objectives for 2023 and 2024, respectively, which PRSUs were scheduled to vest on the date the Compensation Committee certified performance for 2025, provided Mr. Gandler remains in service through such date. As a result, this portion of the award is reflected in the “Number of Shares or Units of Stock that Have Not Vested” column above, since they were subject only to service-based vesting conditions as of the last day of the 2025 Transition Period. Upon the closing of the business combination in October 2025, which constituted a change in control for purposes of the 2020 Plan, Mr. Gandler became eligible to vest in 73,600 of the PRSUs (based on actual performance for 2023 and 2024 and target performance for 2025), which earned PRSUs vested on February 20, 2026. In addition, the award agreement and the Gandler Employment Agreement provide for accelerated vesting of the PRSUs under certain circumstances. For additional discussion, please see “—Post Termination and Change in Control Benefits” and “—Employment Agreements—David Gandler” above. (7)The RSUs vest in four equal installments; 25% vested on February 20, 2024 and 25% vested on February 20, 2025, and 25% will vest on each of, February 20, 2026 and February 20, 2027, subject to Mr. Gandler’s continued service through each vesting date. In addition, the award agreement and the Gandler Employment Agreement provide for accelerated vesting of the RSUs under certain circumstances. For additional discussion, please see “—Post Termination and Change in Control Benefits” and “—Employment Agreements—David Gandler” above. (8)The option vests and becomes exercisable in four equal installments; 25% vested on February 20, 2024 and 25% will vest on each of February 20, 2025, February 20, 2026 and February 20, 2027, subject to Mr. Gandler’s continued service through each vesting date. In addition, the award agreement and the Gandler Employment Agreement provide for accelerated vesting of the stock options under certain circumstances. For additional discussion, please see “—Post Termination and Change in Control Benefits” and “—Employment Agreements—David Gandler” above. (9)The option vested and became exercisable with respect to the shares in 48 successive equal monthly installments measured from the grant date, subject to Mr. Gandler’s continuation in employment or service with the Company through each such applicable date.

  53. OUTSTANDING EQUITY AWARDS AT SEPTEMBER 27, 2025

    (10)The options were eligible to vest based on the achievement of pre-established Adjusted EBITDA goals (weighted 50%), North America revenue goals (weighted 25%), and new subscriber goals (weighted 25%) during the year ended December 31, 2025. Target goals for each objective were established, and threshold goals were also established for the North America subscribers and North America revenue objectives and performance below threshold would have resulted in none of the options vesting with respect to those objectives. Accordingly, solely based on the level of attainment relative to these performance goals during 2025, the award was scheduled to vest, if applicable, in February 2026, subject to Mr. Gandler’s continued employment through the vesting date. Upon the closing of the business combination in October 2025, which constituted a change in control for purposes of the 2020 Plan, Mr. Gandler became eligible to vest in all of the options, which options vested on February 20, 2026. In addition, the award agreement and the Gandler Employment Agreement provided for accelerated vesting of the Amended Gandler Performance Options under certain circumstances. For additional discussion, please see “—Post Termination and Change in Control Benefits” and “—Employment Agreements—David Gandler” above. (11)The PRSUs granted to Mr. Janedis were eligible to vest upon the attainment of annual performance objectives over four one-year performance periods (2025, 2026, 2027 and 2028). Any PRSUs that were eligible to vest based on achieved performance for such year were scheduled to vest on the date on which the Company’s performance for such performance year is certified, which was scheduled to occur on or before February 20th of the following year, subject to Mr. Janedis’ continued employment through such date. The number of PRSUs eligible to vest could vary from 0% to 100%. The extent to which PRSUs were eligible to vest was to be determined based on the performance level achieved, with 0% vesting for performance below threshold levels. In March 2025, the Compensation Committee determined the annual performance objectives for the first performance period (January 1, 2025 – December 31, 2025) in March 2025. Upon the closing of the business combination in October 2025, which constituted a change in control for purposes of the 2020 Plan, Mr. Janedis became eligible to vest in all of the PRSUs subject to the award, which PRSUs remain subject to time-based vesting through February 20, 2026, 2027, 2028 and 2029. The PRSUs are reflected in the table above at “target” performance levels. In addition, the award agreement and the Executive Severance Plan provide for accelerated vesting of the RSUs under certain circumstances. For additional discussion, please see “—Post Termination and Change in Control Benefits” and “—Executive Severance Plan” above. (12)The RSUs vest in four equal installments, with 25% vesting on each of November 20, 2025, November 20, 2026, November 20, 2027, and November 20, 2028, subject to Mr. Janedis’ continued employment through each vesting date. In addition, the award agreement and the Executive Severance Plan provide for accelerated vesting of the RSUs under certain circumstances. For additional discussion, please see “—Post Termination and Change in Control Benefits” and “—Executive Severance Plan” above. (13)The RSUs vest in four equal installments; 25% vested on November 20, 2024 and 25% will vest on each of November 20, 2025, November 20, 2026, and November 20, 2027, subject to Mr. Janedis’ continued employment through each vesting date. In addition, the award agreement and the Executive Severance Plan provide for accelerated vesting of the RSUs under certain circumstances. For additional discussion, please see “—Post Termination and Change in Control Benefits” and “—Executive Severance Plan” above. (14)The PRSUs granted to Mr. Janedis were eligible to vest based on Adjusted EBITDA, North America revenue and North America subscriber goals during the year ending December 31, 2025, weighted at 50%, 25% and 25%, respectively, as described in the table below. Any PRSUs that were eligible to vest based on performance relative to the 2025 performance objectives were scheduled to vest on the date on which the Company’s performance for such year was certified, which was scheduled to occur on or before February 20, 2026, subject to continued employment through such date. The number of PRSUs eligible to vest could vary from 0% to 100%. The extent to which PRSUs are eligible to vest was to be determined based on the performance level achieved, with 0% vesting for performance below threshold levels. The PRSUs are reflected in the table above at “target” performance levels. Upon the closing of the business combination in October 2025, which constituted a change in control for purposes of the 2020 Plan, Mr. Janedis became eligible to vest in all of the PRSUs subject to the award, which PRSUs vested on February 20, 2026. In addition, the award agreements provided for accelerated vesting of the PRSUs under certain circumstances. For additional discussion, please see “—Post Termination and Change in Control Benefits” and “—Executive Severance Plan” above. (15)The RSUs vest in four equal installments; 25% vested on each of November 20, 2023 and November 20, 2024 and 25% will vest on each of November 20, 2025 and November 20, 2026, subject to Mr. Janedis’ continued employment through each vesting date. In addition, the award agreement and the Executive Severance Plan provide for accelerated vesting of the RSUs under certain circumstances. For additional discussion, please see “—Post Termination and Change in Control Benefits” and “—Executive Severance Plan” above. (16)The RSUs vest in four equal installments; 25% vested on each of February 20, 2023 and February 20, 2024 and 25% will vest on each of February 20, 2025 and February 20, 2026, subject to Mr. Janedis’ continued employment through each vesting date. In addition, the award agreement and the Executive Severance Plan provide for accelerated vesting of the RSUs under certain circumstances. For additional discussion, please see “—Post Termination and Change in Control Benefits” and “—Executive Severance Plan” above. (17)The option vested and became exercisable as follows: (i) with respect to one-third of the underlying shares on the later of the first anniversary of the grant date and the date on which the average per-share closing price of our Common Stock over any ten consecutive trading days first exceeds 120% of the option’s per-share exercise price (the “Tranche 1 Target”); (ii) with respect to one-third of the underlying shares on the later of the second anniversary of the grant date and the date on which the average per-share closing price over any ten consecutive trading days first exceeds 120% of the Tranche 1 Target (the “Tranche 2 Target”); and (iii) with respect to the remaining one-third of the underlying shares on the later of the third anniversary of the grant date and the date on which the average per-share closing price over any ten consecutive trading days first exceeds 120% of the Tranche 2 Target; in each case subject to Mr. Bronfman’s continued service through the applicable vesting date. During the year ended December 31, 2021, the Tranche 1 Target and Tranche 2 Target were each met and therefore one-third of the underlying shares vested and became exercisable on each of May 19, 2022 and 2023, respectively. Upon the closing of the business combination in October 2025, which constituted a change in control for purposes of the 2020 Plan, Mr. Bronfman vested in all of the remaining options. In addition, the award agreement provided for accelerated vesting of the stock options under certain circumstances. For additional discussion, please see “—Post Termination and Change in Control Benefits” and “—Employment Agreements—Edgar Bronfman” above.

  54. OUTSTANDING EQUITY AWARDS AT SEPTEMBER 27, 2025

    (18)The options granted to Mr. Bronfman were each scheduled to vest and become exercisable in four successive equal annual installments from the grant date or, if earlier, upon the achievement of four separate pre-determined stock price milestones ($12.00, $16.00, $20.00 and $24.00). Both of these awards vested and became exercisable in full during 2020 upon attainment of the pre-determined stock price milestones. (19)The PRSUs granted to Mr. Horihuela were eligible to vest upon the attainment of annual performance objectives over four one-year performance periods (2025, 2026, 2027 and 2028). Any PRSUs that were eligible to vest based on achieved performance for such year were scheduled to vest on the date on which the Company’s performance for such performance year was certified, which was scheduled to occur on or before February 20th of the following year, subject to Mr. Horihuela’s continued employment through such date. The number of PRSUs eligible to vest could vary from 0% to 100%. The extent to which PRSUs were eligible to vest was determined based on the performance level achieved, with 0% vesting for performance below threshold levels. The PRSUs are reflected in the table above at “target” performance levels. Upon the closing of the business combination in October 2025, which constituted a change in control for purposes of the 2020 Plan, Mr. Horihuela became eligible to vest in all of the PRSUs subject to the award, which PRSUs vested on February 20, 2026. In addition, the award agreement provided for accelerated vesting of the PRSUs under certain circumstances. For additional discussion, please see “—Post Termination and Change in Control Benefits” and “—Executive Severance Plan” above. (20)The RSUs vest in four equal installments, with 25% vesting on each of November 20, 2025, November 20, 2026, November 20, 2027, and November 20, 2028, subject to Mr. Horihuela’s continued employment through each vesting date. In addition, the award agreement and the Executive Severance Plan provide for accelerated vesting of the RSUs under certain circumstances. For additional discussion, please see “—Post Termination and Change in Control Benefits” and “—Executive Severance Plan” above. (21)The RSUs vest in four equal installments; 25% vested on November 20, 2024 and 25% will vest on each of November 20, 2025, November 20, 2026, and November 20, 2027, subject to Mr. Horihuela’s continued employment through each vesting date. In addition, the award agreement and the Executive Severance Plan provide for accelerated vesting of the RSUs under certain circumstances. For additional discussion, please see “—Post Termination and Change in Control Benefits” and “—Executive Severance Plan” above. (22)Fifty percent of the PRSUs granted to Mr. Horihuela were eligible to vest based on Adjusted EBITDA, North America revenue and North America subscriber goals during the years ending December 31, 2024, weighted at 50%, 25% and 25% respectively, and 50% of the PRSUs were eligible to vest based on Adjusted EBITDA, North America revenue and North America subscriber goals during the years ending December 31, 2025. Any PRSUs that were eligible to vest based on performance relative to the 2024 or 2025 performance objectives were scheduled vest on the date on which the Company’s performance for the 2025 performance year was certified, which was scheduled to occur on or before February 20, 2026, subject to continued employment through such date. The extent to which PRSUs were eligible to vest was to be determined based on the performance level achieved, with 0% vesting for performance below threshold levels. The PRSUs that were eligible to vest based on 2025 performance are reflected in the table above at “target” performance levels. Mr. Horihuela became eligible to vest in 7,909 PRSUs based on achievement of the performance objectives for 2024, which PRSUs will vest on the date the Compensation Committee certifies performance for 2025, provided Mr. Horihuela remains in service through such date. As a result, this portion of the award is reflected in the “Number of Shares or Units of Stock that Have Not Vested” column above, since they are subject only to service-based vesting conditions following the completion of the 2024 performance period. Upon the closing of the business combination in October 2025, which constituted a change in control for purposes of the 2020 Plan, Mr. Horihuela became eligible to vest in 15,818 of the PRSUs (based on actual performance for 2024 and target performance for 2025), which PRSUs vested on February 20, 2026. In addition, the award agreements provided for accelerated vesting of the PRSUs under certain circumstances. For additional discussion, please see “—Post Termination and Change in Control Benefits” and “—Executive Severance Plan” above. (23)The PRSUs granted to Mr. Horihuela were eligible to vest based upon the achievement of pre-established Adjusted EBITDA, North America revenue and North America subscriber objectives during the year ended December 31, 2025, weighted at 50%, 25% and 25%, respectively. The award was scheduled to vest, if applicable, on the date on which the Compensation Committee determined the actual number of RSUs that vest (which was scheduled to occur no later than February 20, 2026), subject to Mr. Horihuela’s continued employment through the vesting date. The PRSUs are reflected in the table above at “target” performance levels. Upon the closing of the business combination in October 2025, which constituted a change in control for purposes of the 2020 Plan, Mr. Horihuela became eligible to vest in all of the PRSUs subject to the award, which PRSUs vested on February 20, 2026. In addition, the award agreement provided for accelerated vesting of the PRSUs under certain circumstances. For additional discussion, please see “—Post Termination and Change in Control Benefits” and “—Executive Severance Plan” above. (24)The option vested with respect to 25% of the underlying shares upon the first anniversary of the vesting commencement date of August 6, 2020 and with respect to the balance of the shares in 36 successive equal monthly installments thereafter, subject to Mr. Horihuela’s continuation in employment or service with the Company through each such date. (25)The option vested with respect to 25% of the underlying shares upon the first anniversary of the vesting commencement date of May 31, 2018, and with respect to the balance of the shares in 36 successive equal monthly installments thereafter, subject to Mr. Horihuela’s continuation in employment or service with the Company through each such date.

  55. 2025 TRANSITION PERIOD OPTION EXERCISES AND STOCK VESTED

    2025 TRANSITION PERIOD OPTION EXERCISES AND STOCK VESTED The following table sets forth information regarding option exercises and stock awards that vested during the 2025 Transition Period with respect to our named executive officers.

  56. 2025 TRANSITION PERIOD OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | David Gandler | 133,286 | 8,841,724 | — | — | | John Janedis | — | — | — | — | | Edgar Bronfman Jr. | — | — | — | — | | Alberto Horihuela Suarez | 35,452 | 2,537,288 | — | — |

  57. 2025 TRANSITION PERIOD OPTION EXERCISES AND STOCK VESTED

    (1)The value realized is based on the closing price of our Common Stock on the vesting date as reported on the NYSE multiplied by the number of RSUs vested.

  58. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following table summarizes the potential payments to our named executive officers in four scenarios: (1) upon termination by us without cause or the executive’s resignation for good reason apart from a change in control (“CIC”); (2) upon termination by us following the executive’s permanent disability or as a result of the executive’s death; (3) upon termination by us without cause or the executive’s resignation for good reason in connection with a CIC (for Messrs. Gandler, “in connection with a CIC” includes the 6-month period prior to and the 24-month period following a CIC, and for all other named executive officers, “in connection with a CIC” includes the 24-month period following a CIC (or, with respect to their outstanding PRSUs, any time following a CIC); or (4) in the event of a CIC without a termination of employment. The table assumes that the termination of employment or CIC, as applicable, occurred on September 27, 2025. The definitions of “cause”, “good reason” and “bonus” are contained in the Gandler Employment Agreement for Mr. Gandler, in the Executive Severance Plan for Messrs. Janedis and Horihuela, and in the applicable award agreement for Mr. Bronfman, which are described above under the heading “— Discussion of Summary Compensation and Grants of Plan-Based Awards Table.”

  59. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Triggering Event | Cash Severance ($)(1) | Accelerated Options ($)(2) | Accelerated RSUs ($)(3) | Accelerated PRSUs ($)(4) | Health Benefits ($)(5) | Total ($) | | David Gandler | | | | | | | | Involuntary Termination Without Cause/Resignation for Good Reason Apart from a CIC | 3,150,000 | 346,777 | 11,432,484 | — | 71,934 | 15,001,195 | | Death/Disability | — | — | — | — | — | — | | Involuntary Termination Without Cause/Resignation for Good Reason in Connection with a CIC | 6,683,309 | 346,777 | 11,432,484 | 15,042,031 | 71,934 | 33,576,535 | | CIC Only (Continued Employment) | — | — | — | — | — | — | | John Janedis | | | | | | | | Involuntary Termination Without Cause/Resignation for Good Reason Apart from a CIC | 573,195 | — | 221,558 | — | 35,967 | 830,721 | | Death/Disability | — | — | — | — | — | — | | Involuntary Termination Without Cause/Resignation for Good Reason in Connection with a CIC | 1,834,224 | — | 4,408,891 | — | 53,951 | 6,297,066 | | CIC Only (Continued Employment) | — | — | — | — | — | — | | Edgar Bronfman Jr. | | | | | | | | Involuntary Termination Without Cause/Resignation for Good Reason Apart from a CIC | — | — | — | — | — | — | | Death/Disability | — | — | — | — | — | — | | Involuntary Termination Without Cause/Resignation for Good Reason in Connection with a CIC | — | — | — | — | — | — | | CIC Only (Continued Employment) | — | — | — | — | — | — | | Alberto Horihuela Suarez | | | | | | | | Involuntary Termination Without Cause/Resignation for Good Reason Apart from a CIC | 578,603 | — | — | — | 35,967 | 614,570 | | Death/Disability | — | — | — | — | — | — | | Involuntary Termination Without Cause/Resignation for Good Reason in Connection with a CIC | 1,851,530 | — | 3,715,387 | — | 53,951 | 5,620,868 | | CIC Only (Continued Employment) | — | — | — | — | — | — |

  60. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (1)Represents cash severance payable in connection with the applicable triggering event. Amounts for all named executive officers include the portion of his retention bonus payable under the Retention Bonus Program in cash in connection with the applicable triggering event. (2)The value attributable to the accelerated options represents the excess of the fair market value of our Common Stock of $50.40 on September 26, 2025, the last trading day of the 2025 Transition Period, over the exercise price of the unvested options the vesting of which accelerates in connection with the specified event. (3)Represents the aggregate value of the accelerated vesting of RSU awards, calculated by multiplying the fair market value of our Common Stock of $50.40 on September 26, 2025 by the number of RSUs that vest in connection with the applicable triggering event. Amounts for all named executive officers also include the dollar value of the portion of his retention bonus payable under the Retention Bonus Program in the form of RSUs in connection with the applicable triggering event. (4)Represents the aggregate value of the accelerated vesting of PRSU awards, calculated by multiplying the fair market value of our Common Stock of $50.40 on September 26, 2025 by the number of PRSUs that vest in connection with the applicable triggering event. (5)Represents the value of reimbursement for COBRA premiums for the applicable period. Separation Agreement with Edgar Bronfman, Jr. Mr. Bronfman ceased employment with the Company effective as of the closing of the business combination on October 29, 2025. The Company and Mr. Bronfman entered into a separation letter agreement (the “Separation Agreement”), pursuant to which Mr. Bronfman resigned from any and all positions he held as a director of the Company or any of its subsidiaries or affiliates, effective as of and contingent upon the closing of the business combination. Pursuant to the Separation Agreement, Mr. Bronfman’s termination of employment was treated as a resignation for good reason for purposes of his outstanding equity awards and his award under the Retention Bonus Program, and, in exchange for a general release of claims in favor of the Company, he vested in all of his outstanding equity awards and received his awards under the Retention Bonus Program upon the closing of the business combination. Please refer to “Retention Bonus Program” for further details regarding Mr. Bronfman’s participation in, and award under, the Retention Bonus Program.

  61. CEO PAY RATIO

    CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are required to disclose the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of our median compensated employee, using the required calculations. The pay ratio included in this information is a reasonable estimate calculated in a manner that is intended to be consistent with Item 402(u) of Regulation S-K. As of September 27, 2025, our employee population consisted of approximately 540 individuals. To identify the median employee for the 2025 Transition Period, we looked at our employee population as of September 27, 2025 and determined each such employee’s 2025 Transition Period compensation consisting of base salary, our consistently applied compensation measure. Additional information regarding our methodology includes the following: •for employees who were hired during the 2025 Transition Period, but did not work for us for the entire period, we annualized their compensation as if they had been employed by us for all of the 2025 Transition Period; •no cost of living adjustment was applied; and •for an employee paid in a currency other than U.S. dollars, their compensation was converted into U.S. dollars, using exchange rates as of September 27, 2025. To calculate the pay ratio for the 2025 Transition Period, we calculated the components of the median employee’s compensation for the 2025 Transition Period in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. For the 2025 Transition Period: •our Chief Executive Officer’s total compensation for the 2025 Transition Period, as reported in the Summary Compensation Table included elsewhere in this Proxy Statement, was $10,886,885; and •our median employee’s annual total compensation for the 2025 Transition Period was $158,012. Based on this information, our 2025 Chief Executive Officer to median employee pay ratio was approximately 69 to 1. This pay ratio disclosure is a reasonable estimate. Because the SEC rules for identifying the median employee and calculating the pay ratio permit companies to use various methodologies and assumptions, to apply certain exclusions and to make reasonable estimates that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable with the pay ratio that we have reported.

  62. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE The following table sets forth information concerning the compensation of our named executive officers for each of the calendar years ended December 31, 2020, 2021, 2022, 2023 and 2024 and the 2025 Transition Period (which is referred to in the tables below as “TP 2025”) and our financial performance for each such fiscal year or period:

  63. PAY VERSUS PERFORMANCE TABLE

    | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for PEO #1 ($) | Summary Compensation Table Total for PEO #2 ($) | Compensation Actually Paid to PEO #1 ($)(1)(2) | Compensation Actually Paid to PEO #2 ($)(1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(2) | Total Stockholder Return ($) | Peer Group Total Stockholder Return ($)(3) | Net Income (Loss) ($) | Revenue ($) | | TP 2025 | 10,886,885 | — | 31,514,945 | — | 1,512,874 | 6,072,880 | 40 | 236 | 161,596,000 | 1,173,449,000 | | 2024 | 8,018,778 | — | 776,203 | — | 1,486,011 | (251,549) | 12 | 190 | (176,091,000) | 1,622,796,000 | | 2023 | 5,163,538 | — | 9,485,093 | — | 1,659,676 | 2,566,085 | 31 | 135 | (287,917,000) | 1,368,225,000 | | 2022 | 8,382,861 | — | (19,012,038) | — | 907,013 | (2,114,790) | 17 | 81 | (561,919,000) | 1,008,696,000 | | 2021 | 6,484,064 | — | (29,263,387) | — | 21,246,076 | 217,982 | 151 | 146 | (382,963,000) | 638,370,000 | | 2020 | 21,694,522 | 949,986 | 102,300,236 | 949,986 | 7,145,337 | 16,644,399 | 272 | 115 | (599,392,000) | 217,746,000 |

  64. PAY VERSUS PERFORMANCE TABLE

    (1)Amounts represent compensation actually paid to our PEOs and the average compensation actually paid to our remaining named executive officers for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:

  65. PAY VERSUS PERFORMANCE TABLE

    | Year | PEO #1 | PEO #2 | Non-PEO NEOs | | TP 2025 | David Gandler | -- | John Janedis, Edgar Bronfman, Jr., and Alberto Horihuela Suarez | | 2024 | David Gandler | -- | John Janedis, Edgar Bronfman, Jr., and Alberto Horihuela Suarez | | 2023 | David Gandler | -- | John Janedis, Edgar Bronfman, Jr., and Alberto Horihuela Suarez | | 2022 | David Gandler | -- | John Janedis, Edgar Bronfman, Jr., Alberto Horihuela Suarez and Simone Nardi | | 2021 | David Gandler | -- | Edgar Bronfman, Jr. and Alberto Horihuela Suarez | | 2020 | David Gandler | John Textor(a) | Edgar Bronfman, Jr. and Simone Nardi |

  66. PAY VERSUS PERFORMANCE TABLE

    (a)John Textor served as our Chief Executive Officer from August 8, 2018 until April 1, 2020, as our Executive Chairman from April 1, 2020 to April 29, 2020 and as a director from August 8, 2018 to July 31, 2020. From April 29, 2020 through October 30, 2020, Mr. Textor served as our Head of Studio. He resigned from all positions with the Company as of October 30, 2020. The amounts reported in the “Compensation Actually Paid to PEO #1,” “Compensation Actually Paid to PEO #2,” and “Average Compensation Actually Paid to Non-PEO NEOs” columns do not reflect the actual compensation paid to or realized by our PEOs or our non-PEO NEOs during each applicable year or TP 2025. The calculation of compensation actually paid for purposes of this table includes point-in-time fair values of stock awards and these values will fluctuate based on our stock price, various accounting valuation assumptions and projected performance related to our performance awards. See the Summary Compensation Table for certain other compensation of our PEOs and our non-PEO NEOs for each applicable period and the Option Exercises and Stock Vested table for the value realized by each of them upon the vesting of stock awards during TP 2025. Compensation actually paid to our named executive officers represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

  67. PAY VERSUS PERFORMANCE TABLE

    | | 2020 | | | 2021 | | 2022 | | 2023 | | 2024 | | TP 2025 | | | Adjustments | PEO #1 | PEO #2 | Average Non-PEO NEOs | PEO | Average Non- PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | (20,937,563) | — | (6,903,041) | (5,432,006) | (20,891,705) | (7,255,640) | (471,640) | (3,459,074) | (1,072,583) | (4,213,381) | (672,597) | (7,901,641) | (793,691) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | 85,959,630 | — | 5,223,616 | 7,255,640 | 1,906,972 | 159,004 | 165,109 | 6,692,957 | 1,065,625 | 2,930,177 | 543,762 | 14,569,733 | 2,169,518 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | 8,866,650 | — | 10,636,742 | — | — | — | — | — | — | 857,939 | — | — | — | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | 5,719,127 | — | 465,567 | (32,402,476) | (1,804,638) | (15,911,093) | (1,636,967) | 212,309 | 765,017 | (6,161,145) | (1,403,047) | 13,290,599 | 3,184,178 | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | 997,869 | — | 76,179 | (5,168,339) | (238,722) | (4,387,170) | (914,821) | 875,363 | 148,350 | (656,165) | (205,679) | 669,369 | — | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | — | — | — | — | — | — | (611,214) | — | — | — | — | — | — |

  68. PAY VERSUS PERFORMANCE TABLE

    | Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY | — | — | — | — | — | — | 447,730 | — | — | — | — | — | — | | TOTAL ADJUSTMENTS | 80,605,713 | — | 9,499,063 | (35,747,181) | (21,028,093) | (27,394,899) | (3,021,803) | 4,321,555 | 906,409 | (7,242,575) | (1,737,560) | 20,628,060 | 4,560,005 |

  69. PAY VERSUS PERFORMANCE TABLE

    (2)Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (i) for RSU awards, the closing price per share on the applicable year-end date(s), (ii) for stock options, a Black Scholes value as of the applicable year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair value but using the closing stock price on the applicable revaluation date as the current market price and with an expected term equal to the half- life from vesting to the end of its contractual term, and (iii) for performance-based RSU awards, the closing price per share on the applicable year-end date(s) as adjusted for the probability of achievement of the applicable performance objectives as of each such date. For additional information on the assumptions used to calculate the valuation of the awards, see Note 14 to our consolidated financial statements included in our Annual Report on Form 10-K for the period ended December 31, 2024, which was filed with the SEC on March 3, 2025 and in footnote (3) to the Summary Compensation Table above. (3)For the relevant fiscal year or the 2025 Transition Period, as applicable, represents the cumulative TSR (the “Peer Group TSR”) of the S&P Media and Entertainment Index (the “Peer Group”) for the period commencing on October 8, 2020, the date on which our common shares commenced trading on the New York Stock Exchange, through December 31 of the applicable year (or September 27 for the 2025 Transition Period), and that all dividends, if any, were reinvested.

  70. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our named executive officers for the 2025 Transition Period: •Revenue; •Adjusted EBITDA; and •Subscribers. Adjusted EBITDA is a non-GAAP measure defined as Net Income (Loss) from Continuing Operations, adjusted for depreciation and amortization, impairment of other assets, stock-based compensation, certain litigation and transaction expenses, other (income) expense, and income tax provision (benefit). A reconciliation of Adjusted EBITDA to Net Income (Loss) from Continuing Operations, the most directly comparable GAAP measure, for the periods presented is attached to this proxy statement as Appendix C. For additional details regarding our most important financial performance measures, please see the sections titled “Pay for Performance,” “Performance Bonuses” and “Long-Term Equity Incentives” in our compensation discussion and analysis elsewhere in this Proxy Statement.

  71. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION We compensate non-employee members of the Board. With the exception of the Executive Chairman, directors who are also employees of the Company or any of its affiliates, including The Walt Disney Company, do not receive cash or equity compensation for service on the Board in addition to compensation payable for their service as our employees. The non-employee members of the Board are reimbursed for travel, lodging and other reasonable expenses incurred in attending board of directors or committee meetings. We established our Outside Director Compensation Policy to set forth guidelines for the compensation of our non-employee directors for their service on our Board. Under our Outside Director Compensation Policy, each non-employee director receives an initial award of either an option to purchase shares of Common Stock or RSUs, in each case with a Value (as defined in the policy) of $330,000. If such an award is an option, it vests in 36 equal, monthly installments after the grant date, subject to continued service through the vesting date; if such an award is in the form of RSUs, such portion of the initial award will vest in three annual installments beginning with the first anniversary after the grant date, subject to continued service through the vesting date. Initial awards are made in the form of RSUs unless determined otherwise by the Board. Additionally, each non-employee director receives an annual award of either an option to purchase shares of Common Stock or RSUs, in each case with a value of $228,000, effective on the date of each annual meeting of stockholders; provided, however, that a non-employee director will not be eligible for an annual award unless he or she has been a director for at least six months prior to the annual meeting of stockholders and is continuing as a non-employee director following the annual meeting. Each annual award will vest in full on the earlier to occur of the first anniversary of the grant date or the day immediately prior to the date of our annual stockholders meeting immediately following the date of grant, subject to continued service through the vesting date. The awards under our Outside Director Compensation Policy will accelerate and vest in full upon a change in control (as defined in the 2020 Plan), provided the director has continued in service through such change in control date. Annual awards are made in the form of RSUs unless determined otherwise by the Board. All of such awards vested upon the closing of the business combination, which constituted a change in control for purposes of the 2020 Plan. During the 2025 Transition Period, the base models for the cash and equity components of our compensation policy for non-employee directors are set forth below:

  72. DIRECTOR COMPENSATION

    | Position | Annual Cash Retainer | Annual Equity Grant | | Non-employee director base fee | $50,000 | $228,000 | | Chairman of the Board (including Executive Chairman) | $50,000 | | | Audit Committee Service | | | | Chair | $30,000 | | | Member | $12,500 | | | Compensation Committee Service | | | | Chair | $20,000 | | | Member | $9,500 | | | Nominating and Corporate Governance Committee Service | | | | Chair | $15,000 | | | Member | $6,000 | |

  73. DIRECTOR COMPENSATION

    .

  74. DIRECTOR COMPENSATION TABLE

    DIRECTOR COMPENSATION TABLE The following table summarizes the compensation earned by or paid to non-employee directors for the 2025 Transition Period. Messrs. Gandler and Bronfman, each of whom served on our Board but also served as an executive officer, are not included in the following table as their compensation is disclosed in the Summary Compensation Table in the “Executive Compensation and Other Information” section and accompanying narrative above.

  75. DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Ignacio Figueras | 37,500 | 226,924 | — | 264,424 | | Neil Glat | 57,000 | 226,924 | — | 283,924 | | Julie Haddon | 54,000 | 226,924 | — | 280,924 | | Daniel Leff | 65,250 | 226,924 | — | 292,174 | | Laura Onopchenko | 60,000 | 226,924 | — | 286,924 |

  76. DIRECTOR COMPENSATION TABLE

    (1)Represents the grant date fair value of stock awards granted during the 2025 Transition Period. In accordance with SEC rules, this column reflects the aggregate fair value of the awards granted to the non-employee directors computed as of the applicable grant date in accordance with ASC 718. Assumptions used in the calculation of these amounts are included in Note 14 to our consolidated financial statements included in our Annual Report on Form 10-K for the period ended December 31, 2024, which was filed with the SEC on March 3, 2025. This amount does not reflect the actual economic value that will be realized by the non-employee directors upon the vesting of the awards or the sale of the Common Stock underlying such awards. The table below shows the aggregate number of shares of our Common Stock underlying outstanding stock options (exercisable and unexercisable) and unvested RSU awards held as of September 27, 2025, the last day of the 2025 Transition Period, by each non-employee director who served on the Board during the 2025 Transition Period.

  77. DIRECTOR COMPENSATION TABLE

    | Name | Number of Securities Underlying RSUs Outstanding at September 27, 2025 | Number of Securities Underlying Options Outstanding at September 27, 2025 | | Ignacio Figueras | 5,928 | 5,510 | | Neil Glat | 14,118 | — | | Julie Haddon | 5,928 | — | | Daniel Leff | 5,928 | 5,461 | | Laura Onopchenko | 5,928 | 5,717 |

  78. Adjusted EBITDA

    Adjusted EBITDA Adjusted EBITDA is a non-GAAP measure defined as Net Income (Loss) from Continuing Operations, adjusted for depreciation and amortization, impairment of other assets, stock-based compensation, certain litigation and transaction expenses, other (income) expense, and income tax provision (benefit). Certain litigation expenses consist of legal expenses and related fees and costs for specific proceedings that we have determined arise outside of the ordinary course of business and do not consider representative of our underlying operating performance, based on the several considerations which we assess regularly, including: (1) the frequency of similar cases that have been brought to date, or are expected to be brought in the future; (2) matter-specific facts and circumstances, such as the unique nature or complexity of the case and/or remedy(ies) sought, including the size of any monetary damages sought; (3) the counterparty involved; and (4) the extent to which management considers these amounts for purposes of operating decision-making and in assessing operating performance. Certain transaction expenses consist of professional advisor costs related to the business combination with Hulu + Live TV.