cast-20260630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-43122

FreeCast, Inc.

(Exact name of registrant as specified in its charter)

Florida		45-2787251
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

6901 TPC Drive, Suite 100

Orlando, Florida

32822

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (407) 374-1607

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of exchange on which registered
Class A Common stock, $0.0001 par value		CAST		The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging Growth Company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 726(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of December 31, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, there was no established public trading market for the registrant’s common equity and, therefore, the registrant cannot calculate the aggregate market value of its voting and non-voting common equity held by non-affiliates as of such date. The registrant’s Class A common stock began trading on The Nasdaq Global Market on March 10, 2026.

As of September 25, 2026, the registrant had 36,861,774 shares of Class A common stock, $0.0001 par value per share, outstanding.

As of September 25, 2026, the registrant had 13,925,640 shares of Class B common stock, $0.0001 par value per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

		Page
	Cautionary Note Regarding Forward-Looking Statements	ii

	PART I
Item 1.	Business	1
Item 1A.	Risk Factors	13
Item 1B.	Unresolved Staff Comments	25
Item 1C.	Cybersecurity	25
Item 2.	Properties	26
Item 3.	Legal Proceedings	26
Item 4.	Mine Safety Disclosures	26

	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	27
Item 6.	[Reserved]	27
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 8.	Financial Statements and Supplementary Data	42
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	42
Item 9A.	Controls and Procedures	42
Item 9B.	Other Information	42
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	42

	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	43
Item 11.	Executive Compensation	47
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	54
Item 13.	Certain Relationships and Related Transactions, and Director Independence	55
Item 14.	Principal Accountant Fees and Services	57

	PART IV
Item 15.	Exhibits and Financial Statement Schedules	58

	Signatures	59

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (this “Annual Report”) contains forward-looking statements that involve substantial risks and uncertainties. The forward-looking statements are contained principally in the sections titled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business,” but are also contained elsewhere in this Annual Report.

In some cases, you can identify forward-looking statements by the words “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue” and “ongoing,” or the negative of these terms, or other comparable terminology intended to identify statements about the future, although not all forward-looking statements contain these words. These statements relate to future events or our future financial performance or condition and involve known and unknown risks, uncertainties and other factors that could cause our actual results, levels of activity, performance, or achievement to differ materially from those expressed or implied by these forward-looking statements. These forward-looking statements include, but are not limited to, statements about:

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the online video and entertainment industry;

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our financial performance;

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our ability to attract and retain customers;

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our ability to expand our business;

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our ability to retain and hire necessary employees and appropriately staff our operations; and

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our estimates regarding capital requirements and needs for additional financing.

These forward-looking statements involve numerous risks and uncertainties. Although we believe that our expectations in these forward-looking statements are reasonable, our expectations may later be found to be incorrect. Our actual results of operations or the results of other matters that we anticipate herein could be materially different from our expectations. Important risks and factors that could cause our actual results to be materially different from our expectations are generally set forth in “Risk Factors,” Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and other sections of this Annual Report. You should thoroughly read this Annual Report and the documents that we refer to with the understanding that our actual future results may be materially different and worse than what we expect. We qualify all our forward-looking statements by these cautionary statements.

The forward-looking statements made in this Annual Report relate only to events or information as of the date on which the statements were made. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this Annual Report and the documents that we refer to in this Annual Report and have filed as exhibits to this Annual Report, completely and with the understanding that our actual future results may be materially different from what we expect.

PART I

Item 1. Business

In this Annual Report, unless otherwise stated or the context otherwise requires, references to “FreeCast,” “Company,” “we,” “us” and “our” or similar references mean FreeCast, Inc.

Company Overview

FreeCast provides a white-label Platform-as-a-Service that enables companies with existing customers to offer their own branded entertainment and media hub. The platform brings together free and paid streaming, television (TV) and related services while allowing partners to maintain their brand and direct customer relationship. We currently earn revenue mainly from advertising, FAST services and subscriptions; our model is designed to add licensing, pay-per-view, connectivity and e-commerce revenue rather than depending primarily on owning expensive content and selling another consumer streaming subscription.

We provide the software, aggregation and monetization infrastructure through which enterprise partners can offer a branded entertainment, media and communications hub to their existing customers. Our proprietary SmartGuide® digital interactive technology is designed to help users discover, organize and access eligible free and paid entertainment choices in a unified environment. Available offerings depend upon the particular deployment, contractual relationships and applicable content rights.

Zer0Gap Ads is FreeCast’s proprietary advertising technology platform, designed to support the delivery, management and monetization of digital video advertising across the Company’s media ecosystem and participating partner audiences. We began developing Zer0Gap Ads in March 2025 to replace our prior third-party ad-serving arrangement, which includes the functionality to provide reports of advertising activity by partner. We completed development in March 2026 and rolled out the platform during the fourth quarter of fiscal 2026. Since launch, Zer0Gap Ads has served campaigns for third-party advertisers as well as house advertising for our own subscription and partner offerings. Unlike conventional dynamic ad insertion (DAI), which generally inserts advertising into available video inventory, Zer0Gap Ads incorporates audience data and targeting criteria before ad delivery. This is intended to enable advertisers to match advertising more precisely to qualified audiences based on available data, subject to data availability, applicable privacy requirements, advertiser demand and other market factors.

For the year ended June 30, 2026, we reported total revenue of $710,882, comprising $385,602 of advertising revenue, $267,509 of Free Ad-Supported Television (FAST) revenue – related parties, $56,311 of subscription revenue and $1,460 of other revenue. These activities include advertising campaigns, media planning and related media services; FAST channel buildout, production and platform distribution services; premium subscriptions; and product, licensing and referral arrangements. Our enterprise Platform-as-a-Service strategy seeks to expand platform deployments and monetization beyond this current revenue base. The six business-model categories describe revenue mechanisms and opportunities, not six separately reported current revenue streams or a measure of recurring enterprise platform revenue. Consistent with that presentation, for fiscal 2026 our recognized revenue was concentrated in advertising, FAST/platform services, premium subscriptions and limited other revenue; pay-per-view and transactional media, connectivity reseller arrangements and e-commerce are described as monetization opportunities and may not currently represent a material portion of revenue.

According to eMarketer’s 2026 media consumption forecast, U.S. adults will spend approximately 2 hours and 14 minutes per day viewing traditional linear TV, continuing its steady decline as subscription over-the-top (OTT) channels (over-the-top refers to film and television content provided via a high-speed Internet connection rather than a cable or satellite provider) and digital streaming services take the definitive lead in overall viewing time. Meanwhile, digital video alternatives are capturing a rapidly growing share of daily attention, with adults now averaging 1 hour and 17 minutes per day with social video and 42 minutes per day on YouTube. This dramatic shift highlights the critical market need for a sophisticated aggregator solution. By replicating the simple, friction-free experience of traditional channel surfing while seamlessly unifying fragmented streaming platforms into a single, cohesive interface, our platform delivers a consolidated hub for discovering live and on-demand content, fully optimized for modern consumer viewing habits and compliant with all underlying distribution rights.

Our strategy focuses on white-label enterprise distribution through businesses and organizations with established customer relationships, which we refer to as Consumer Direct Platforms (CDPs). The enterprise retains its brand and customer relationship, media and service providers supply eligible content and products, and FreeCast supplies the technology and operating platform. This approach is intended to expand distribution without depending solely on acquiring individual consumers directly. Potential enterprise partners include telecommunications companies, mobile network operators and mobile virtual network operators, internet service providers (ISPs) and broadband providers, satellite operators, utilities and municipalities, universities and campuses, membership organizations, and the following categories:

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Broadband providers – Enhancing internet service offerings by bundling premium streaming solutions.

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Mobile carriers – Adding value to data and wireless service plans.

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Device manufacturers – Embedding FreeCast’s SmartGuide® technology into smart TVs and streaming devices.

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Multi-dwelling units, apartments, and condominiums – Providing an all-in-one entertainment solution for tenants.

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Hospitality locations – Offering a seamless streaming experience in hotels, resorts, and other lodging environments.

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Healthcare and institutional facilities – Deploying in-room and common-area streaming solutions for hospitals, rehabilitation centers, and senior care communities.

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Affordable housing providers – Partnering with public housing authorities and subsidized housing operators to deliver entertainment services as an amenity for residents.

By integrating our SmartGuide® digital interactive technology, CDPs can provide their customers with a branded hub for discovering and accessing eligible streaming content and related services. Depending upon the applicable agreements, audience engagement and transactions, these environments can create opportunities for advertising, subscription, transaction and other revenue.

Our platform gives users access to eligible online media subscriptions, as well as more than 700 channels, including global FAST channels (500 channels), local and regional over-the-air (OTA) integrated broadcast channels, premium pay OTT channels and top-tier news and entertainment content. Our proprietary content aggregation technology continuously scans the internet to discover and index thousands of commercial-quality entertainment sources, whether free, paid or subscription-based—offering an unmatched level of convenience.

Designed for broad accessibility, our platform functions as a software application for supported smart TVs, streaming devices, mobile phones, tablets and computers. It is designed to help consumers organize and connect to the services they already use and additional services they may want. Availability and access depend upon the particular deployment, supported devices, contractual relationships and applicable content rights.

Our service is available directly to consumers under the FreeCast.com brand and is also distributed through third-party partners under licensed brand names. Additionally, we co-brand with CDPs to align our service with their existing customer base, creating a flexible distribution model that benefits all stakeholders.

Our strategy is to expand domestically and globally by securing licensing agreements with CDPs that already have a substantial user base. We continually work to enhance customer experience by expanding the content catalogued by our technology, refining our user interface, and extending our service to more Internet-connected devices. We also provide local broadcasters and independent programmers with a turnkey path to assemble FAST channels, distribute them on our platform and, where agreed, share advertising revenue.

Following the end of the product lifecycle of our legacy product, Rabbit TV, and the conclusion of our partnership with Telebrands Corp. in 2017, we spent over two years rebuilding our product. This development not only improved our proprietary technology, but also positioned us to capitalize on the fast-moving nature of the industry and capture new revenue streams. During this transition, sales primarily stemmed from legacy Rabbit TV sales, which declined over time, as expected.

Our revenue mechanisms include the following; fiscal 2026 revenue came mainly from advertising, FAST services and subscriptions, as described in MD&A:

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Advertising Revenue – Generated through ad placements within the platform.

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FAST Revenue – related parties – From FAST channel buildout, production and platform distribution services ($267,509 for the year ended June 30, 2026).

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Subscription Revenue – From additional monthly content bundles.

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Product Revenue – From selling digital high-definition TV antennas.

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Licensing Revenue – From partnerships with CDPs and third-party distributors; these arrangements have not resulted in significant revenue to date.

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Referral Fees – Earned through partnerships with content providers.

In addition, our Platform-as-a-Service, Broadcast Enabled Streaming TV and Direct-to-Device deployment models are designed to support revenue opportunities from platform development fees, platform licensing and hosting fees, advertising revenue-sharing arrangements with telecom operators and ISP partners, per-subscriber or per-deployment fees associated with white-label streaming service deployments and commission-based compensation from dealer arrangements for third-party streaming services in Multi-Dwelling Unit properties, as described in further detail below under “Platform Deployment Models—Distribution Partnerships and Dealer Arrangements.”

Our objective is to expand enterprise deployments, increase consumer engagement within FreeCast-powered environments and participate in eligible advertising, subscription, transaction, connectivity and commerce activity. Revenue depends upon successful deployments, consumer adoption and engagement, contractual rights, third-party service availability, advertiser demand and transaction volumes.

The following table shows the aggregate number of subscribers at the end of each reporting period presented in this Annual Report:

	For the Year Ended
Subscribers ⁽¹⁾	June 30, 2026		June 30, 2025
Ad-Supported		1,179,944		958,439
Paid		14,275		17,062
Total Subscribers:		1,194,219		975,501

(1)

“Subscriber” refers to any individual or entity that has registered for access to our platform, whether on a paid or free (ad-supported) tier basis, subject to the terms of our service. This metric represents the cumulative number of accounts that have been created on our platform since inception, regardless of whether the account holder has engaged with the platform recently or at all. An account is counted as a subscriber from the date of initial registration and continues to be included in the subscriber count indefinitely, even if the user has had no subsequent activity. We do not currently distinguish between active and inactive subscribers in our reported subscriber metrics. As a result, the total subscriber count may not be indicative of the number of users who actively use the platform or who generate revenue for us in any given period.

The basis of our service platform is our proprietary content aggregation technology that automatically crawls the Internet to locate commercial-quality entertainment content from thousands of sources, including free, paid and subscription-based content. Additionally, we subscribe to the top entertainment data services such as Gracenote (owned by Nielsen), Xperi and Reelgood who provide real-time updates. Our technology then sorts through and manages all available commercial-quality digital media, including both live and on-demand video from free, subscription and pay-per-view (PPV) services. All of this information is then incorporated into our interactive SmartGuide presented to consumers in a familiar easy-to-use cable-like TV guide via the Internet and as a software application, on all Wi-Fi enabled devices.

The SmartGuide uses images and related information on customized guide pages to provide subscribers with an easy way to explore all of the available media choices from one centralized account, regardless of the device or location. Upon selecting content to consume, the subscriber is directed to the original source of the content. If content is available for free, the subscriber is transferred to the website providing the content. If content is available through a subscription service (such as Netflix or Hulu), we allow the subscriber to log-in to the service through our SmartGuide and the subscriber is then directed to the subscription service’s website. If the content is PPV, the subscriber is directed to the page requiring payment for the PPV service. Other than Value Channels, we do not manipulate, store, retransmit or distribute this source content. The provider of the PPV content retains all rights to and management of their content.

We believe that, because we link subscribers directly to third-party PPV content sources and, other than Value Channels, in no way manipulate, store, retransmit or distribute this content, we are not subject to licensing fees or restrictions by third-party PPV content suppliers. We are not responsible for the availability or content of these external websites, nor do we endorse, warrant or guarantee the products, services or information described or offered. All logos and trademarks used in the guide are the sole property of their respective owners. We believe that this is a complementary relationship in which we directly supply free traffic to content suppliers, much like the print-based model employed by TV Guide in past decades.

Our SmartGuide technology is currently available on computers, “smart” phones, tablets, streaming devices and “smart” TV’s. It is available directly to consumers, branded as FreeCast.com, and will also be distributed by third parties, both as FreeCast.com and under other licensed brand names and partnerships.

Sources of Revenue

Depending upon the applicable partner agreement, content rights, service availability and transaction, our platform is designed to support revenue opportunities in six categories: (1) platform and licensing fees; (2) advertising; (3) subscriptions and premium-service transactions, including authorized reseller and referral arrangements; (4) pay-per-view and transactional media; (5) connectivity and related services through authorized resale, referral or revenue-sharing relationships; and (6) e-commerce and other eligible transactions. For the year ended June 30, 2026, our recognized revenue was concentrated in advertising, FAST/platform services, premium subscriptions and limited other revenue, as reported in MD&A and the financial statements. Pay-per-view and transactional media, connectivity and related reseller arrangements, e-commerce and certain platform and licensing arrangements may be in development, early commercialization, limited deployment or dependent upon third-party agreements and therefore may not currently represent a material portion of our revenue.

Platform and licensing arrangements may provide fixed, recurring, usage-based, per-subscriber or other contractually determined fees for configuration, deployment, licensing and operation. Advertising may generate consideration through insertion, delivery, sale, management or monetization of eligible inventory and, for fiscal 2026, represented a material portion of reported revenue. Authorized subscription and premium-service arrangements may generate commissions, margins or revenue shares and, for fiscal 2026, subscription revenue was reported as a separate component of total revenue. Where authorized, pay-per-view events, rentals, purchases and other eligible media transactions may generate transaction fees, commissions or revenue shares; these activities did not represent a separately reported material revenue stream for the year ended June 30, 2026. Where permitted by commercial agreements, authorized broadband, wireless, satellite and related connectivity arrangements may generate reseller margins, referral commissions or revenue shares; connectivity reseller activity was not a separately reported material revenue source for fiscal 2026. Our platform may facilitate merchandise, ticketing and other commerce transactions for which we may receive transaction fees, commissions, advertising revenue or revenue shares; e-commerce was not a separately reported material revenue source for fiscal 2026. Each mechanism depends upon applicable commercial agreements, rights, service availability and actual activity.

The following describes services and revenue mechanisms, subject to applicable agreements, rights, inventory and transactions; actual revenue is reported in the categories presented in MD&A and the financial statements:

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For subscribers who sign up using our free registration subscription service, we offer a variety of content provider bundles for an additional monthly fee ranging from $2.99 to $19.99;

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We may also earn fees when subscribers purchase pay-per-view (PPV) media through our SmartGuide; these were not material in fiscal 2026;

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We may receive fees for advertising on our guide pages and for Google AdSense in-video/pre-roll ads;

	●	We also receive arbitrage advertising revenue from the buying and selling of advertising space on other content provider platforms;

	●	We may receive fees through content providers’ affiliate programs for PPV purchased through our SmartGuide, which were not material in fiscal 2026;

	●	We receive fees for third-party related products (such as antennas or streaming devices to connect to a subscriber’s television) that are purchased through our SmartGuide;

	●	Our performance television demand-side platform supports real-time bidding and is designed to improve eligible advertising inventory utilization; and

	●	Our ad server uses first-party platform data to support audience targeting, subject to applicable rights and permissions. These advertising capabilities support monetization of eligible inventory and do not imply revenue from every registered or active user.

Platform Deployment Models

We have developed three distinct deployment models that extend our core platform technology to address different segments of the television and video distribution market:

Platform-as-a-Service Deployment

Our white-label Platform-as-a-Service (PaaS) enables telecom operators, ISPs, municipalities and other enterprises to offer branded entertainment and media services without independently building and maintaining the full underlying platform. It combines content discovery, subscription and payment management, and advertising capabilities within a unified environment across supported devices. For consumers, this can simplify finding and accessing eligible live and on-demand programming across services. For enterprise partners, it provides a customer-facing media hub under their own brand, supports ongoing customer engagement and creates opportunities to participate in advertising, subscription and other eligible transactions. Available capabilities and commercial benefits depend upon the deployment, integrated services, applicable rights and customer usage.

Broadcast Enabled Streaming TV Deployment

Broadcast Enabled Streaming TV (BEST) is designed to pair over-the-air television with an online stream of eligible local broadcast programming. This approach is intended to preserve over-the-air access while adding a free online streaming option for compatible connected devices without requiring a subscription, with digital rights management on the streaming service. For broadcasters, it provides a path to extend eligible programming to streaming audiences; for consumers, it can broaden how they access local television. Deployment depends upon broadcaster participation, content rights, compatible technology and applicable requirements.

Direct-to-Device Deployment

Direct-to-Device (D2D) is designed to enable telecom operators and ISPs to offer branded television services on supported consumer devices. It combines eligible local broadcast signals, FAST channels and on-demand content within a single application. By using compatible consumer devices and distribution networks, D2D can reduce the need for dedicated television equipment and simplify access to programming. For partners, it adds a media service to the existing customer relationship and creates potential advertising and other monetization opportunities. Delivery may use broadband, mobile, Wi-Fi, satellite or supported broadcast networks, depending upon the deployment, network capacity and content rights. Commercial benefits depend upon implementation, applicable agreements and actual usage.

Distribution Partnerships and Dealer Arrangements

In connection with our PaaS and D2D deployment strategies, we have entered into distribution partnerships and dealer arrangements to extend our streaming platform through third-party service providers. In March 2025, we entered into a dealer agreement with DIRECTV, LLC, pursuant to which we are authorized to promote, market and take orders for DIRECTV streaming services to subscribers, with a focus on MDU properties including condominiums, apartment communities and other residential complexes. Under this arrangement, we are authorized to earn commission-based compensation on qualifying subscriber activations. Any such commissions in fiscal 2026, if any, were not material and were not separately reported; we expect this relationship to support future commission opportunities as MDU deployments proceed. The DIRECTV dealer relationship complements our existing platform capabilities by enabling us to offer bundled live television and streaming content packages to MDU properties through our co-branded Consumer Direct Platforms.

Our distribution and platform relationships connect enterprise partners, consumers and advertisers through branded media environments. Advertising generates revenue from campaigns and monetization of audience activity across these environments and was a material component of fiscal 2026 revenue. Premium television distribution, including DIRECTV, is expected to generate commissions on qualifying subscriber activations as deployments proceed; any such commissions in fiscal 2026, if any, were not material and were not separately reported. Connectivity resale creates opportunities to earn revenue from providing broadband and related services to customers, and platform licensing creates opportunities to charge enterprise customers for the technology and services used to operate their branded media platforms; these opportunities may not currently represent a material portion of revenue. These mechanisms explain how we monetize, or expect to monetize, distribution, connectivity and software capabilities; our reported revenue for the year ended June 30, 2026, is presented separately in MD&A and the financial statements.

During the fiscal year ended June 30, 2026, our publicly announced commercial developments included the following. On June 18, 2026, we announced a reseller agreement for Starlink Business services, expanding our offering to combine enterprise satellite broadband connectivity with streaming television, advertising and digital engagement services. The combined offering supports our strategy of serving multifamily communities, hospitality properties, campuses, municipalities and other enterprise and community markets with connectivity and media solutions. On June 11, 2026, we announced an expansion of our DIRECTV relationship across our direct-to-consumer residential initiatives and PaaS partner ecosystem. This builds on our authorization to market and sell DIRECTV services in residential and multifamily communities and enables eligible partners to incorporate premium television into branded offerings. DIRECTV services are available through our existing sales and distribution channels, creating subscription-based monetization opportunities. On June 4, 2026, we announced signed agreements involving Via One affiliates, including Assist Wireless and enTouch Wireless, to use our PaaS ecosystem for aggregated streaming and entertainment distribution. These relationships support partner-branded video services using our aggregation, content management and monetization infrastructure while allowing partners to retain their brands and customer relationships.

Product Capabilities and Development

Our product work supports four customer functions: media discovery and access, broadcast and gateway distribution, advertising and channel operations, and enterprise-specific applications. Current capabilities and development initiatives are described below.

FreeCast Home is an available gateway device that receives local over-the-air channels through an antenna and distributes them over a home broadband network to supported devices using the FreeCast application. It may be purchased by consumers or offered through distribution partners.

We have launched D2D and FreeCast Home with integrated over-the-air functionality and commercial gateway devices. These gateways support building-level distribution of eligible local channels, FAST channels and advertising-supported video-on-demand content through FreeCast applications, subject to IP restrictions and applicable rights.

Development initiatives include enterprise-specific out-of-home applications for hospitality and commercial locations, along with broadcast integration and media-discovery enhancements described below.

We have licensed and plan to continue licensing Collaborative ATSC Service Tech (CAST), an over-the-air tuner integration technology, to gateway device manufacturers to support access to eligible local channels through our platform.

We are developing aggregated sports information, including schedules, scores and information about where games can be viewed, with potential integration of sports betting and fantasy data.

Our personalized channel-guide initiative uses viewing history, favorites and other permitted user activity to organize channels and recommend relevant content.

Multi-channel View will display two to four user-selected channels simultaneously in supported web and television applications.

FreeCast Hospitality will connect guests with hotel services and property information through a branded media experience. Guests will be able to request amenities and late checkout through integrated hotel applications. Hosts will use the FreeCast Configuration Portal to send custom guest messages, highlight local attractions and weather, and provide Wi-Fi and device-casting instructions. Property operators will also manage branding through the portal to maintain a consistent experience within the FreeCast application.

The Commercial Business Location application will combine localized content with digital out-of-home advertising customized by location or business type. Businesses such as travel plazas will use it to engage visitors with relevant local content and advertising, creating revenue opportunities for both the operator and FreeCast.

Our advertising technology uses permitted viewing and engagement data to support audience targeting across platform inventory. Zer0Gap Ads is our in-house advertising platform.

FAST Channel Builder supports channel assembly, distribution and advertising integration, including dynamic advertising insertion. We launched the channel builder and dynamic advertising insertion in 2023. These capabilities support channel operations and advertising monetization.

We have developed a services and content management system to support content-provider onboarding, channel and subscription operations, and advertising, providing infrastructure for expanding our distribution internationally.

Industry

The market for digital video distribution has undergone a significant transformation over the past decade as consumers increasingly shift away from traditional pay television services toward internet-delivered streaming content.

As of 2025, approximately 68.7 million U.S. households still subscribe to cable TV, down significantly from 105 million in 2010, according to data compiled by CableCompare. The decline represents a loss of more than one-third of the industry’s customer base over 15 years. The drop in subscribers is part of a broader decline in cable’s reach. Industry penetration rates have fallen from a peak of about 88% in 2010 to below 50% by 2024, with some estimates as low as 38.5%.

At the same time, OTT video and connected television (CTV) usage has increased significantly. According to Nielsen, streaming has become the largest category of television viewing in the United States, accounting for approximately 38% to 40% of total TV usage in 2024, surpassing both cable and broadcast viewing. Industry forecasts indicate that streaming’s share of total viewing is expected to continue to increase as consumer preferences evolve. In addition, industry reports indicate that OTT video consumption represents a substantial portion of the U.S. population.

Industry data from eMarketer indicates that streaming services are expected to account for a significant portion of U.S. video subscription revenue by 2026, reflecting a broader shift in both consumer behavior and monetization models within the video entertainment industry.

Consumer viewing behavior has increasingly transitioned toward on-demand and internet-delivered content, rather than scheduled broadcast programming. However, as the number of streaming services has expanded, the industry has become increasingly fragmented, requiring consumers to manage multiple subscriptions across platforms.

Survey data from third-party sources indicates that consumers are increasingly sensitive to the cumulative cost of multiple streaming subscriptions and the complexity of accessing content across different platforms. These trends have contributed to higher levels of subscriber churn and increased competition among streaming providers.

In response, industry participants have introduced a range of strategies designed to improve subscriber retention and monetization, including bundling streaming services with broadband and wireless offerings, offering ad-supported subscription tiers, and investing in exclusive or differentiated content.

We believe these trends toward increased streaming adoption, industry fragmentation and evolving monetization strategies are likely to continue. However, the extent and pace of these developments remain subject to significant uncertainty, including changes in consumer preferences, competitive dynamics and macroeconomic conditions.

Our Competitive Strengths

We believe that we have a number of distinct advantages over competitors and are well positioned to fill the gaps in key market segments:

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While traditional TV providers rely on fixed terrestrial hardwired infrastructure and first-party or proprietary devices and software ecosystems, our service is delivered via the Internet.

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Our SmartGuide is designed to help users discover and access eligible content across multiple services, including services with different content libraries. Our platform strategy does not require us to own all of the underlying programming. Content and services may be supplied by FreeCast or authorized third parties, subject to applicable contractual and distribution rights.

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Many of our competitors provide services that are often tied to a single home-based device. Our SmartGuide, however, is device agnostic and may be used on any device with Internet access, thanks to a robust web-based interface and apps available on major platforms including Android TV.

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Our platform is designed to support multiple monetization opportunities through eligible advertising inventory and affiliate or other commercial arrangements associated with media, services and transactions. Revenue depends upon the applicable agreement and actual audience activity or transactions.

Our Growth Strategies

Our growth strategy focuses on increasing the number and scale of enterprise deployments, expanding the consumer populations accessible through those deployments, increasing engagement, and broadening available media, services and monetization capabilities. Through white-label or jointly branded arrangements, enterprise partners can offer a media hub under their existing brand and customer relationship without independently developing comparable platform infrastructure.

As reported in June 2026, we had 25 distribution partners representing a potential customer universe of approximately 31.2 million users, and a pipeline of 14 potential partners representing approximately 14.7 million potential customers. These relationships and prospective partners provide a base for expanding our enterprise distribution strategy. Converting potential reach into platform adoption and revenue depends upon implementation, partner promotion, customer registration, engagement and eligible monetization activity.

Potential customer reach is distinct from registered or active FreeCast users and does not represent a committed subscriber count or contracted revenue. Partner audiences may overlap, and the potential customer populations should not be added together without accounting for that overlap. Pipeline opportunities remain subject to agreement and implementation. Our strategy is to expand distribution through established customer relationships while measuring progress through partner activation, customer usage and monetization.

A central part of our strategy is our advertising platform, designed to support targeted campaigns across eligible live, linear and on-demand inventory. Its monetization opportunities depend upon applicable contractual rights, available inventory, audience activity and advertiser demand. The platform is intended to support real-time bidding and cross-device advertising; actual fill rates and revenue depend upon these conditions.

We launched dynamic advertising insertion and FAST Channel Builder in early 2023. These capabilities support partner channel operations and advertising monetization, subject to available inventory, audience engagement and advertiser demand.

We launched MediaPay, our virtual wallet system, in October 2023. It is designed to support management of eligible subscriptions and billing within the platform. Availability depends upon the integrated services, commercial arrangements and supported deployment; effects on retention and revenue depend upon actual adoption and usage.

Subsequent to June 30, 2026, on July 29, 2026, we publicly outlined our local advertising strategy centered on Zer0Gap and the rollout of FreeCast Cities across the 210 U.S. designated market areas. FreeCast Cities is designed to bring together streaming television, local programming and advertising in a local-market destination. This strategy is intended to connect local businesses and regional advertisers with streaming audiences through aggregated campaign delivery, targeting and measurement.

We are developing extensive relationships with CDPs – mobile device manufacturers and distributors for preloading of FreeCast streaming TV services platform in mobile “smart” phones in exchange for negotiated commissions.

We continue to secure several industry endorsements, such as the National Lifeline Association, and partnerships in the mobile carrier segment that have begun offering our free TV solution for mobile devices. With the introduction of our hardware integrations for OTA TV gateways, we are growing our presence in the telecommunications, broadband carriers, property developers (REITs) and hospitality industries.

Digital Out-of-Home. We plan to run context aware DOOH campaigns across high traffic venues to drive brand awareness and app registrations. Because DOOH placements are viewable and cannot be skipped, we expect improved reach versus web display. Our creative strategy includes dynamic content (e.g., dayparting, weather/sports triggers) and QR/NFC calls to action to attribute conversions. We also intend to retarget DOOH exposed audiences on mobile and CTV, enabling a closed loop performance view.

Measurement and Attribution. We intend to use venue level impression estimates from DOOH networks supplemented by privacy compliant mobile movement data and our own registration/conversion telemetry to calibrate audience exposure and optimize creative sequencing.

Competition

We believe FreeCast offers a unique combination of streaming aggregation, broadcast-to-streaming technology, subscription management, advertising and enterprise distribution within a unified, white-label platform. Our PaaS, BEST and D2D deployment models allow partners to build branded media businesses using our integrated infrastructure while retaining their brand and customer relationships. Our competitive strength lies in bringing these capabilities together: helping partners deliver entertainment, engage their existing customers and participate in multiple revenue opportunities without independently building and maintaining the underlying platform. We compete with companies that offer individual components of this functionality, as well as providers of integrated streaming and platform services. We believe our combination of capabilities, deployment flexibility and partner-centered business model differentiates FreeCast within this market.

Competition occurs at several levels of the customer experience:

	●	Subscription aggregation: Amazon Prime Video combines premium subscriptions within its consumer interface.

	●	Advertising-supported television: Pluto TV competes for viewing time and advertising demand.

	●	Content discovery: services such as Yidio help consumers locate programming across streaming sources.

	●	Device and media platforms: Roku, Amazon Fire TV and Apple TV provide access to streaming services and compete for consumer engagement.

Our enterprise distribution model reaches consumers through partners with established customer relationships. We believe this approach strengthens our ability to expand distribution and customer engagement while supporting partner-branded services.

We compete on the breadth and integration of our capabilities, ease of deployment, supported devices, partner relationships and monetization tools.

At the enterprise level, competitors include providers of platform licensing, managed streaming services and OTT infrastructure, such as webOS and TiVo. We believe our integration of aggregation, broadcast-to-streaming conversion, FAST channel operations and advertising across PaaS, BEST and D2D gives partners a differentiated platform for building their media businesses.

Operations

We license extensive entertainment data from Gracenote (a Nielsen company) and TMDB. This data is to create the most comprehensive and up-to-date catalog of content from thousands of sources directly available from the World Wide Web by using in combination with FreeCast’s own proprietary aggregation technology. The links are then compiled into our SmartGuide for use by our subscribers. We market our service through various channels, including online advertising, broad-based media, such as television and radio, as well as various strategic partnerships. We utilize the services of third-party cloud computing providers, more specifically, Amazon Web Services.

The initial two-year term of the Gracenote license agreement began on March 25, 2019. The license agreement has automatically renewed for successive one-year terms, unless either party notifies the other in writing at least 90 days before the end of the initial or renewal term of its desire to not renew, in which event the license agreement expires at the end of the then-current term. Gracenote may also terminate the license agreement in the event of a change of control that results in us controlling, or being controlled by, or being under common control with, any competitor or customer of Gracenote or its affiliates. Gracenote may also terminate the license agreement or cease providing data to us if we fail to pay any invoice within 60 days after we receive such invoice. We currently pay Gracenote a monthly license fee of $16,200.

We also maintain a commercial data licensing agreement with Rovi/TiVo for TMDB (aka The Movie Database). This agreement provides access to entertainment metadata and related data services used within our platform, including programming information supporting content discovery, search and guide functionality. We pay a recurring monthly fee of $5,841 for the licensed data and API access that provide these platform features. This agreement is month-to-month and because Rovi has no corporate ownership or administrative authority over TMDB, any questions regarding rate changes, notice periods, or custom licensing terms for TMDB data must be addressed directly by contacting the TMDB sales team.

Seasonality

Our subscriber growth exhibits a seasonal pattern that reflects variations in when consumers buy Internet-connected devices and when they tend to increase video watching. As a consequence, subscriber growth is generally greatest in the second and third fiscal quarters (October through March), slowing in the fourth fiscal quarter (April through June) and then accelerating in the first fiscal quarter (July through September).

Employees

As of June 30, 2026, we had 47 full-time employees and 44 contract employees. Our employees are not covered by a collective bargaining agreement, and we consider our relations with our employees to be good.

Marketing

We market our white-label platform to enterprises with established customer relationships, enabling them to offer branded entertainment and media hubs. Our service is also marketed and sold online through FreeCast.com and through affiliates that may distribute the service or a branded version of SmartGuide.

The product is also marketed through traditional pay-per-click, social and online advertising networks such as Google Adwords, Bing, Facebook, Twitter, and others, along with organic search engine optimization, or SEO, methods. We are also establishing licensing partnerships through CDPs, such as bandwidth resellers, telecommunications providers, device manufacturers and media marketing partners. Commercially, we intend to market to other CDPs – MDU companies who manage or develop apartments, condominiums, student housing, planned communities, and the hospitality sector (hotels, short stay).

Membership and Affinity Channels. We may pursue distribution through membership based or affinity organizations (e.g., large clubs, trade associations, senior associations) by bundling access to our service (free tier and/or premium channel packages) as a member benefit. These arrangements, if executed, would be structured as co-branded signups with revenue sharing on advertising and upsells. We believe this channel can address streaming fatigue by providing a simplified “single hub” experience while expanding our top of funnel at a comparatively low acquisition cost.

Intellectual Property

Our intellectual property consists of:

	●	Our Media Content Management System by which we organize and deliver content to our customers.

	●	Our Web Bot Media Crawler which gathers online content, including free, PPV, and subscription-based media.

	●	Our Media & Link Validator which ensures reliability of the content offered by our service.

Our Media Content Management System is our proprietary technology (which we purchased from Nextelligence on January 2, 2015). Our Web Bot Media Crawler and Media & Link Validator are web-based applications that install in the end-user’s browser and any supported email functions or chat functions with search and certain other features (the “Technology”). The Technology is licensed to us by Nextelligence pursuant to a Technology License and Development Agreement we entered into with Nextelligence on June 30, 2011, which was amended and restated on October 19, 2012, amended on July 1, 2013, amended and restated a second time on July 31, 2014, and further revised to terminate all payments to Nextelligence pursuant to the agreement, effective on June 30, 2016 (the “Technology Agreement”).