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Stock-Based Compensation | 12 Months Ended
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Dec. 31, 2024
Share-Based Payment Arrangement [Abstract] |
Stock-Based Compensation | Note 14 - Stock-Based Compensation Stock-based compensation The Company recognized stock-based compensation expense as follows (in thousands):
| Years Ended December 31,
| 2024 |  | 2023 |  | 2022
Subscriber related | $ | 324 |  |  | $ | 211 |  |  | $ | 144 |
Sales and marketing | 17,341 |  |  | 22,886 |  |  | 22,198 |
Technology and development | 12,208 |  |  | 12,024 |  |  | 9,998 |
General and administrative | 12,637 |  |  | 16,094 |  |  | 20,114 |
| $ | 42,510 |  |  | $ | 51,215 |  |  | $ | 52,454 |
Equity Incentive Plans On April 1, 2020, the Company approved the establishment of the Company’s 2020 Equity Incentive Plan, as subsequently amended (the “2020 Plan”). The 2020 Plan provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares to its employees, directors and consultants. On June 17, 2024, the Company further amended the 2020 Plan to, among other things, increase the maximum aggregate number of shares of common stock available for issuance under the 2020 Plan by 20,000,000 shares. As of December 31, 2024, there are 10,772,874 shares available for future issuance under the 2020 Plan. On August 3, 2022, August 7, 2023, and August 5, 2024, the Company's board of directors (the "Board") adopted the 2022 Employment Inducement Equity Incentive Plan ("2022 Plan"), the 2023 Employment Inducement Equity Incentive Plan ("2023 Plan") and the 2024 Employment Inducement Equity Incentive Plan (the “2024 Plan” and, collectively, the "Inducement Plans"), respectively, in each case without shareholder approval pursuant to Rule 303A.08 of the New York Stock Exchange Listed Company Manual. The Inducement Plans provide for the grant of equity-based awards, including non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares, and their terms are substantially similar to the 2020 Plan, with the exception that awards can only be made to new employees in connection with their commencement of employment. As of December 31, 2024, there are no shares available for future issuance under the 2022 Plan and 2023 Plan, and there are 2,892,219 shares available for future issuance under the 2024 Plan. Time-based Stock Options The Company provides option grants to employees, directors, and consultants under the 2020 Plan. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model. A summary of stock option activity for the year ended December 31, 2024, is as follows (in thousands, except share and per share amounts):
| Number of Shares |  | Weighted Average Exercise Price |  | Total Intrinsic Value |  | Weighted Average Remaining Contractual Life (in years)
Outstanding as of December 31, 2023 | 10,475,607 |  |  | $ | 6.31 |  |  | $ | 6,534 |  |  | 5.3
Exercised | (4,042) |  |  | $ | 0.87 |  |  |  |  |
Forfeited or expired | (275,333) |  |  | $ | 12.99 |  |  |  |  |
Outstanding as of December 31, 2024 | 10,196,232 |  |  | $ | 6.13 |  |  | $ | 1,036 |  |  | 4.4
Options vested and exercisable as of December 31, 2024 | 9,610,252 |  |  | $ | 6.39 |  |  | $ | 1,036 |  |  | 4.3
There were no stock options granted during the year ended December 31, 2024. The following was used in determining the fair value of stock options granted:
|  | December 31,
|  | 2023
Dividend yield |  | — | %
Expected price volatility |  | 49.8 | %
Risk free interest rate |  | 3.9 | %
Expected term (years) |  | 6.0
As of December 31, 2024, the estimated value of unrecognized stock-based compensation expense related to unvested options was $0.4 million to be recognized over a period of 2.0 years. Market and Service Condition Based Stock Options A summary of activity under the Plan for market and service-based stock options for the year ended December 31, 2024 is as follows (in thousands, except share and per share amounts):
| Number of Shares |  | Weighted Average Exercise Price |  | Total Intrinsic Value |  | Weighted Average Remaining Contractual Life (in years)
Outstanding as of December 31, 2023 | 4,453,297 |  |  | $ | 12.75 |  |  | $ | — |  |  | 3.7
Outstanding as of December 31, 2024 | 4,453,297 |  |  | $ | 12.75 |  |  | $ | — |  |  | 2.7
Options vested and exercisable as of December 31, 2024 | 3,994,964 |  |  | $ | 11.96 |  |  | $ | — |  |  | 2.6
Stock based compensation expense is based on the estimated value of the awards on the grant date, and is recognized over the period from the grant date through the expected vest dates of each vesting condition, both of which were estimated based on a Monte Carlo simulation model. There were no market and service-based options granted during the year ended December 31, 2024 and 2023. During the years ended December 31, 2024, 2023 and 2022, the Company recognized $0.9 million, $3.3 million, and $7.8 million respectively, of stock-based compensation related to its market and service-based stock options. As of December 31, 2024, there was no unrecognized stock-based compensation expense for market and service-based stock options. Performance-Based Stock Options On October 8, 2020, the Company granted the CEO a performance stock option to purchase 4,100,000 shares of common stock, with an exercise price of $10.00, which was originally eligible to vest over a period of five calendar years through 2025, subject to the achievement of certain predetermined performance goals. On April 20, 2023, the Company amended the award to modify the vesting conditions with respect to the 3,280,000 options that remained unvested as of the amendment date (the "Amended Options"). The Amended Options are eligible to vest on February 20, 2026 (the "Certification Date"), subject to the achievement of the predetermined revenue, adjusted EBITDA, and subscriber objectives (the "Performance Criteria") for the year ended December 31, 2025. Compensation cost related to the Amended Options will be recognized over the requisite service period for the new award beginning on the amendment date and ending on the Certification Date based on the probability of achievement of the Performance Criteria. There was no accounting impact on the 820,000 shares subject to the vested portion of the stock option as a result of the amendment. The fair value of the Amended Options as of the amendment date totaled $1.2 million. The Amended Options are subject to acceleration upon certain events and conditions, including a change of control and qualifying terminations, and upon death, disability, and certain “good leaver” circumstances. Time-Based Restricted Stock Units A summary of the Company’s time-based restricted stock unit activity during the year ended December 31, 2024 is as follows:
| Number of Shares |  | Weighted Average Grant-Date Fair Value
Unvested at December 31, 2023 | 20,313,775 |  |  | $ | 3.85 |
Granted | 15,812,986 |  |  | $ | 1.55 |
Vested | (7,095,430) |  |  | $ | 3.65 |
Forfeited | (2,321,974) |  |  | $ | 4.64 |
Unvested at December 31, 2024 | 26,709,357 |  |  | $ | 2.47 |
During the year ended December 31, 2024, the Company granted 15,812,986 time-based restricted stock units which generally vest over a one-year period (in the case annual grants to directors) or annually over a four-year period (in the case grants to employees), subject to the recipient’s continuation in service through each applicable vesting date. The fair value of restricted stock units is measured based on their fair value at grant date which totaled approximately $24.4 million. During the year ended December 31, 2023, the Company granted 13,912,089 time-based restricted stock units which generally vest annually over a four-year period, subject to the recipient’s continuation in service through each applicable vesting date. The fair value of restricted stock units is measured based on their fair value at grant date which totaled $44.0 million. As of December 31, 2024, the estimated value of unrecognized stock-based compensation related to restricted stock units totaled $60.2 million, had an aggregate intrinsic value of $33.7 million, and a weighted average remaining contractual term of 2.8 years. Performance-Based Restricted Stock Units ("PRSUs") A summary of the Company’s performance-based restricted stock unit activity during the year ended December 31, 2024 is as follows:
| Number of Shares |  | Weighted Average Grant-Date Fair Value
Unvested at December 31, 2023 | 2,035,834 |  |  | $ | 7.75 |
Granted | 1,185,819 |  |  | $ | 1.55 |
Forfeited | (189,825) |  |  | $ | 3.26 |
Unvested at December 31, 2024 | 3,031,828 |  |  | $ | 5.61 |
During the year ended December 31, 2024 and 2023, the Company granted an aggregate of 1,185,819 PRSUs with a grant date fair value of $1.8 million and 2,035,834 PRSUs with a grant date fair value of $15.8 million, respectively, to certain executives which vest upon the achievement of certain established performance metrics. Compensation cost related to the target PRSUs will be recognized over the requisite service period based on the probability of achievement of certain performance thresholds. During the years ended December 31, 2024 and 2023, the Company recognized aggregate stock-based compensation expense of $4.4 million and $8.9 million, respectively, related to these PRSUs. As of December 31, 2024, aggregate unrecognized stock-based compensation related to these PRSUs totaled $5.8 million. Framework Agreement with MEP FTV On August 2, 2022 (the "MEP Effective Date"), Fubo Studios Inc., a subsidiary of the Company, entered into a binding framework agreement (the “MEP Framework Agreement”) with MEP FTV Holdings, LLC (“MEP FTV”) and Maximum Effort Productions, LLC. (“MEP” and, together with MEP FTV, “Maximum Effort”), memorializing the parties’ collaboration on a Maximum Effort linear channel and original programming for launch on Fubo. Pursuant to the MEP Framework Agreement, the Company and Maximum Effort agreed to work together to (1) develop scripted and unscripted television programs intended for initial distribution on Fubo’s platform (the “MEP Projects”) and (2) create a new television channel with unique content, features and functionality (the “MEP Network”). In connection with the MEP Framework Agreement, as consideration for Maximum Effort’s participation in the collaboration, the Company entered into a Restricted Stock Award Agreement dated August 12, 2022 (the “MEP RSA Agreement”) pursuant to which it has agreed to grant restricted common stock, issuable in three tranches in each of August 2022, 2023 and 2024, to MEP FTV, subject to various time and performance-based milestones. Under the MEP RSA Agreement, 80% of the restricted stock is consideration for the MEP Projects and 20% for the MEP Network. Stock-based compensation cost for MEP Project restricted stock awards (the "MEP Project RSAs") totaled approximately $23.0 million measured as the fair value of the 1,600,000 shares issued for the first tranche issued on August 12, 2022, at $7.0 million, plus the fixed monetary amount of $8.0 million settleable in shares on August 2, 2023, and the fixed monetary amount of $8.0 million, settleable in shares on August 2, 2024. Compensation cost is recognized on a straight-line basis over the term of the three-year service period as if the Company paid cash for the services. The second two tranches are liability classified because they are a fixed monetary amount, settleable in shares. As compensation cost is recognized for these tranches, a corresponding credit to shares settled liabilities will be recorded and reclassified to equity upon issuance of the related shares. Stock-based compensation cost for the MEP Network RSAs totaling approximately $5.7 million is measured as the fair value of the 400,000 shares issued for the first tranche issued on August 12, 2022, at $1.7 million, plus the fixed monetary amount of $2.0 million, settleable in shares on August 2, 2023, plus the fixed monetary amount of $2.0 million, settleable in shares on August 2, 2024. The Network RSAs were subject to forfeiture until launch of the MEP Network which occurred in June 2023. The Company will recognize the total fair value of $5.7 million ratably over the two-year period. Because shares of the Company’s common stock will be issued as consideration for the MEP Framework Agreement, the Company accounted for the MEP RSA Agreement pursuant to the non-employee guidance in ASC 718, Compensation – Stock Compensation. During the year ended December 31, 2024 and 2023, in connection with the MEP Framework Agreement, the Company recorded approximately $3.3 million and $6.5 million of stock-based compensation expense, respectively, to shares settled liability. As of December 31, 2024 and 2023, $8.4 million and $5.1 million, respectively, is included in accrued expenses and other current liabilities and other long-term liabilities on the consolidated balance sheets. Warrants Pursuant to the MEP Framework Agreement, on August 12, 2022, the Company issued MEP FTV a warrant to acquire 166,667 shares of the Company’s common stock with an exercise price of $15.00 per share. The warrant is exercisable on or prior to August 2, 2032, provided that the price per share of the Company’s common stock equals or exceeds a 30-trading day volume weighted average closing price of $30.00 at any time prior to third anniversary of the grant date. The fair value of the warrant was measured on August 12, 2022, using the Monte Carlo valuation model, and the fair value totaled approximately $0.4 million. The derived service period was determined to be 1.7 years. As of December 31, 2024, there was no unrecognized stock-based compensation. A summary of the Company’s outstanding warrants as of December 31, 2024, are presented below (in thousands, except share and per share amounts):
| Number of Warrants |  | Weighted Average Exercise Price |  | Total Intrinsic Value |  | Weighted Average Remaining Contractual Life (in years)
Outstanding as of December 31, 2023 | 166,670 |  |  | $ | 17.40 |  |  | $ | — |  |  | 8.6
Outstanding as of December 31, 2024 | 166,670 |  |  | $ | 17.40 |  |  | $ | — |  |  | 7.6
There were no warrants granted during the year ended December 31, 2024 and 2023.

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