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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): October 29, 2025
fuboTV Inc. /FL
FuboTV
Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-39590 |
|
26-4330545 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
Number) |
1290
Avenue of the Americas
New
York, NY 10104
(Address
of principal executive offices) (Zip Code)
(212)
672-0055
(Registrant’s
telephone number, including area code)
fuboTV
Inc.
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Class
A Common Stock, par value $0.0001 per share |
|
FUBO |
|
New
York Stock Exchange |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
EXPLANATORY
NOTE
On
October 29, 2025, FuboTV Inc. (the “Company” or “Fubo”), The Walt Disney Company (“Disney”)
and Hulu, LLC (“Hulu”) consummated the transactions contemplated by the Business Combination Agreement, dated as of
January 6, 2025 (the “Business Combination Agreement”), by and among Fubo, Disney and Hulu, pursuant to which the
parties combined Fubo’s business with Disney’s Hulu + Live TV business, as set forth below.
In
anticipation of the closing (the “Closing”) of the transactions contemplated by the Business Combination Agreement,
each of Fubo and Hulu completed certain reorganization transactions as prescribed by the Business Combination Agreement (individually,
the “Fubo Reorganization” and the “Hulu Reorganization”, and collectively, the “Pre-Closing
Reorganization”). These transactions, among other things, included the following:
| |
● |
Hulu
(i) formed Hulu Live LLC, a Delaware limited liability company, as a direct wholly owned subsidiary of Hulu (such subsidiary, “HL”),
(ii) contributed certain assets (the “HL Business Assets”) related to the business of negotiating and administering
carriage agreements and similar contracts relating to and for the purpose of the retransmission, distribution, carriage, display
or broadcast of any programming service, channel or network on the linear multi-channel subscription video programming
distribution service component of the offering known as “Hulu + Live TV” as of the date of the Business Combination Agreement
and operated by Hulu (the “HL DMVPD Service”) (the “HL Business”) to HL, (iii) caused HL to
assume only the HL Business Liabilities (as defined in the Business Combination Agreement), (iv) formed Fubo Operations LLC (“Newco”)
as a Delaware limited liability company and a direct wholly owned subsidiary of Hulu, and (v) effected and completed the HL Subscriber
Contract Terms Update (as defined in the Business Combination Agreement); and |
| |
|
|
| |
● |
the
Company (i) formed Fubo Services LLC, a Delaware limited liability company, as a direct wholly owned subsidiary of the Company (such
subsidiary, “Fubo OpCo”), and (ii) contributed the Company’s business (the “Fubo Business”)
to Fubo OpCo in accordance with the terms and conditions set forth in the Business Combination Agreement. |
On
October 29, 2025 (the “Closing Date”), pursuant to the Business Combination Agreement, each of the Company, Disney
and Hulu took the following steps (together with the Pre-Closing Reorganization, the “Transactions”):
| |
● |
immediately
prior to the Closing, (i) the Company effected a conversion from a Florida corporation to a Delaware corporation (the “Fubo
Conversion”), pursuant to a plan of conversion, by filing a certificate of conversion (the “Certificate of Conversion”)
with the Secretary of State of the State of Delaware and articles of conversion with the Florida Department of State, Division of
Corporations, (ii) in connection with the Fubo Conversion, the Company authorized and adopted a new certificate of incorporation
(the “Delaware Certificate of Incorporation”) and adopted new bylaws (the “Delaware Bylaws”),
(iii) all of the issued and outstanding shares of common stock of Fubo, par value $0.0001 per share (the “Prior Fubo Common
Stock”), were automatically converted into issued and outstanding shares of Class A common stock of the Company, par value
$0.0001 per share (the “Class A Common Stock”), (iv) the Company created a new class of shares of Class B common
stock of Fubo, par value $0.0001 per share (the “Class B Common Stock”), and shares of Class B Common Stock were
issued to Hulu as described below and (v) the Company changed its name from fuboTV Inc. to FuboTV Inc., in each case, as previously
described in the definitive proxy statement of the Company, dated as of August 7, 2025 (the “Definitive Proxy Statement”); |
| |
● |
at
the Closing, Hulu contributed the HL Business and the HL Business Assets to Newco by transferring all of its right, title and interest
in, to and under 100% of the equity interests of HL to Newco (the “HL Contribution”); |
| |
|
|
| |
● |
immediately
following the HL Contribution, (i) the Company contributed 100% of the equity interests of Fubo OpCo to Newco in exchange for a number
of units in Newco (the “Newco Units”) (such contribution, the “Fubo Contribution”) such that,
after giving effect to the Fubo Contribution, (A) Hulu held 947,910,220 Newco Units representing, in the aggregate, a 70% economic
interest (calculated on a fully-diluted basis) in Newco and (B) the Company held 406,247,237 Newco Units representing, in the aggregate,
a 30% economic interest (calculated on a fully-diluted basis) in Newco, and (ii) Hulu and the Company, as the members of Newco, adopted,
and Newco was thereafter governed by, an amended and restated limited liability company agreement of Newco (the “Newco Operating
Agreement”), which provides, among other things, that the Company will be the sole managing member of Newco; and |
| |
|
|
| |
● |
Fubo
issued to Hulu 947,910,220 shares of Class B Common Stock representing, in the aggregate, 70% of the voting power of the outstanding
shares of capital stock of Fubo (calculated on a fully-diluted basis) after giving effect to such issuance in exchange for a cash
payment by Hulu to Fubo in an amount equal to the aggregate par value of such Class B Common Stock (the “Fubo Issuance”). |
Following
the consummation of the Transactions, Newco is structured as an umbrella partnership C corporation and is governed by the Newco Operating
Agreement (as described in further detail below).
The
Business Combination Agreement and the transactions contemplated thereby, including the Transactions, were previously described in the
Definitive Proxy Statement and were approved by the Company’s shareholders at a special meeting of the Company’s shareholders
held on September 30, 2025 (the “Fubo Special Meeting”).
The
foregoing description of the Transactions does not purport to be complete and is qualified in its entirety by the full text of the Business
Combination Agreement, which is attached hereto as Exhibit 2.1 to this Current Report on Form 8-K, and the full text of the Newco Operating
Agreement, which is attached hereto as Exhibit 10.3 to this Current Report, each of which is incorporated herein by reference.
| Item
1.01. |
Entry
into a Material Definitive Agreement. |
The
information set forth in the Explanatory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
Registration
Rights Agreement
At
the Closing, the Company and Hulu entered into a registration rights agreement (the “New Registration Rights Agreement”)
in respect of the Registrable Securities (as defined in the New Registration Rights Agreement) received by Hulu in exchange for the Class
B Common Stock that Hulu received in connection with the Transactions. Pursuant to the New Registration Rights Agreement, Fubo is required,
on the terms set forth therein, to file with the Securities and Exchange Commission (the “SEC”), a registration statement
(the “Resale Shelf”) registering for resale the shares of Class A Common Stock, including any shares thereof issuable
upon or issued upon the exercise, conversion or exchange of other securities of Fubo or any of its subsidiaries (including Class B Common
Stock and Newco Units owned by Hulu). Fubo is required to (i) file the Resale Shelf with the SEC as soon as reasonably practicable after
the Closing Date, but in any event no later than the date on which Fubo files with the SEC the financial statements and pro forma financial
information required by Item 9.01 of Form 8-K in connection with the consummation of the Transactions (or such later date as may be determined
by Hulu, subject to the consent of Fubo, which consent shall not be unreasonably withheld, conditioned or delayed) and (ii) use its commercially
reasonable efforts to cause the Resale Shelf to become and remain effective, and to be supplemented and amended to the extent necessary,
so long as any Registrable Securities remain outstanding. Furthermore, under the New Registration Rights Agreement, Hulu has certain
customary underwritten offering demand rights and piggyback registration rights. The New Registration Rights Agreement contains customary
indemnification and contribution obligations of Fubo for the benefit of Hulu and vice versa, in each case, subject to certain qualifications
and exceptions.
Tax
Receivables Agreement
At
the Closing, the Company, Newco and Hulu entered into a tax receivables agreement (the “Tax Receivables Agreement”),
which sets forth the agreement among the parties regarding the sharing of certain tax benefits realized (or, in connection with an acceleration
upon the Company’s election to terminate the Tax Receivables Agreement, deemed realized) by the Company. The Company is generally
obligated to pay Hulu a percentage of the benefit realized by the Company from the use of certain historic net operating loss carryforwards
(“NOLs”) of the Company in an amount equal to the lesser of (i) 70% and (ii) Hulu’s ownership percentage of
Newco as of the date the NOL is utilized. The Company is also generally obligated to pay Hulu 70% of (a) the total tax benefit that the
Company realizes as a result of increases in tax basis in Newco’s assets resulting from the exchange of Newco Units for Class A
Common Stock (or cash) pursuant to the Newco Operating Agreement and (b) other tax benefits attributable to payments under the Tax Receivables
Agreement.
The
term of the Tax Receivables Agreement will continue until all such tax benefits have been utilized or expired unless the Company elects
to terminate the Tax Receivables Agreement early. Upon such an early termination, the Company is required to make a payment equal to
the present value of the anticipated future payments to be made by it under the Tax Receivables Agreement, based upon certain assumptions
and deemed events.
Newco
Operating Agreement
At
the Closing, Hulu, Fubo and Newco entered into, and Newco is governed by, the Newco Operating Agreement.
Redemption
Right
The
Newco Operating Agreement provides, among other things, Hulu with a redemption right pursuant to which Hulu may cause Newco to redeem
all or a portion of its Newco Units, together with an equivalent number of shares of Class B Common Stock, in exchange for an equivalent
number of shares of Class A Common Stock or, at Fubo’s option, cash, subject to Fubo’s right to elect to effect, in lieu
of such a redemption, a direct exchange between Fubo and Hulu of cash or an equivalent number of shares of Class A Common Stock for such
Newco Units and Class B Common Stock (provided that, in each case, Hulu may retract the exercise of its redemption or exchange right
upon notice that Fubo intends to settle such redemption or exchange in cash). Initially, Hulu and Fubo hold a single class of Newco Units
(the “Common Units”).
Managing
Member
Fubo
is the initial sole managing member of Newco (the “Manager”). Fubo may not be removed as Manager except by Fubo’s
own election and will not, subject to certain exceptions, receive any compensation for its role as Manager.
Required
Ratio
The
Newco Operating Agreement requires that the ratio of Common Units to Class A Common Stock always be maintained.
Distributions
Newco
may make distributions to its members from time to time at the discretion of the Manager generally on a pro rata basis in accordance
with each member’s respective ownership interest in Newco. Newco is also required to make distributions to members generally on
a pro rata basis in accordance with each member’s respective ownership interest in Newco held by each member to enable Fubo to
meet its tax obligations and obligations under the Tax Receivables Agreement.
Amendments;
Termination
The
holders of a majority of voting Common Units must provide their consent in order to amend the Newco Operating Agreement and amendments
must be made in accordance with the Delaware Certificate of Incorporation; provided that certain amendments may be made by the Manager.
The voluntary dissolution of Newco will require the decision of the Manager, together with the approval of the holders of a majority
of voting Common Units.
Stockholders
Agreement
At
the Closing, the Company and Hulu entered into a stockholders agreement (the “Stockholders Agreement”) governing Hulu’s
ownership of Class B Common Stock (or, as thereafter exchanged, Class A Common Stock).
Hulu
Agreement to Vote
The
Stockholders Agreement provides, among other things, that until the first date on which Hulu and its affiliates cease to collectively
own at least 50% of the then-outstanding shares of Class A Common Stock and Class B Common Stock, Hulu has agreed to vote its shares
of Class A Common Stock and Class B Common Stock (i) in favor of directors that are nominated by the board of directors of Fubo (the
“Fubo Board”) (whether at an annual or special meeting) in accordance with the Delaware Certificate of Incorporation,
including, until the second anniversary of the Closing, the independent directors designated by Fubo prior to the Closing (the “Unaffiliated
Independent Designees”) and (ii) in accordance with the Fubo Board’s recommendation with respect to any proposal presented
at an annual or special meeting, subject to certain exceptions.
Hulu
has further agreed, until the second anniversary of the Closing, to take all actions necessary and within its control to cause each initial
Unaffiliated Independent Designee (or a replacement of any such initial Unaffiliated Independent Designee who has died, resigned, been
disqualified or removed from the Fubo Board) to continue to serve on the Fubo Board until the second anniversary of the Closing.
Lockup
For
24 months following the completion of the Transactions, Hulu and its affiliates are prohibited from transferring the shares of Class
B Common Stock (or, as thereafter exchanged, Class A Common Stock) that it receives in connection with the Transactions other than to
its affiliates or pursuant to certain other exceptions. Following such 24-month lock-up period, Hulu and its affiliates are permitted
to transfer shares of Class B Common Stock (or, as thereafter exchanged, Class A Common Stock) to any Person.
Reporting
Obligations
The
Company is subject to certain financial and other reporting obligations to Hulu and its affiliates.
Termination
The
Stockholders Agreement automatically terminates in the event that Hulu and its affiliates (i) no longer consolidate the results of operations
and financial position of Fubo or (ii) collectively own 100% of the outstanding shares of Class A Common Stock and Class B Common Stock,
subject to certain survival provisions.
The
foregoing descriptions of the Registration Rights Agreement, the Tax Receivables Agreement, the Newco Operating Agreement and
the Stockholders Agreement do not purport to be complete and are subject to, and qualified in each case in their entirety by, the full
text of such agreements, copies of which are attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4 are incorporated
herein by reference.
Supplemental
Indentures
In
connection with the Closing, the Company and U.S. Bank Trust Company, National Association, a national banking association, as trustee
(the “2026 Notes Trustee”), entered into the First Supplemental Indenture, dated as of the Closing Date (the “2026
Notes First Supplemental Indenture”), to the Indenture, dated as of February 2, 2021, between the Company and the 2026 Notes
Trustee (the “Original 2026 Notes Indenture” and, together with the 2026 Notes First Supplemental Indenture, the “2026
Notes Indenture”), relating to the Company’s 3.25% Convertible Senior Notes due 2026 (the “2026 Notes”).
As of the Closing Date, $145 million aggregate principal amount of the 2026 Notes were outstanding. Prior to the Closing Date, the 2026
Notes were convertible in certain circumstances into consideration that consisted, at the Company’s election, of shares of Prior
Fubo Common Stock, cash or a combination of cash and shares of Prior Fubo Common Stock. As permitted by the 2026 Notes Indenture, on
the Closing Date the Company irrevocably elected that all conversions of the 2026 Notes on and after November 15, 2025 will be settled
pursuant to cash settlement (the “Cash Settlement Election”). Under this settlement method, the conversion value will
be settled fully in cash.
At
the Closing, the Company, U.S. Bank Trust Company, National Association, a national banking association, as trustee and collateral agent
(the “2029 Notes Trustee and Collateral Agent”), and the guarantors named therein entered into the First Supplemental
Indenture, dated as of the Closing Date (the “2029 Notes First Supplemental Indenture”), to the Indenture, dated as
of January 2, 2024, among Fubo, the 2029 Notes Trustee and Collateral Agent and the guarantors named therein (the “Original
2029 Notes Indenture” and, together with the 2029 Notes First Supplemental Indenture, the “2029 Notes Indenture”),
relating to the Company’s Convertible Senior Secured Notes due 2029 (the “2029 Notes” and together with the
2026 Notes, the “Notes”). As of the Closing Date, $177.5 million aggregate principal amount of the 2029 Notes were
outstanding.
The
consummation of the Transactions constitutes a Merger Event under each of the 2026 Notes Indenture and the 2029 Notes Indenture (as such
term is defined in each of the 2026 Notes Indenture and 2029 Notes Indenture). As a result of the consummation of the Transactions and
the 2029 Notes Indenture, following the Closing Date, the right of holders of 2029 Notes to convert each $1,000 principal amount of 2029
Notes to a specified number of shares of the Prior Fubo Common Stock was changed into a right to convert such principal amount of 2029
Notes to a specified number of shares of Class A Common Stock. As a result of the Cash Settlement Election, on and after November 15,
2025, holders of 2026 Notes will no longer have the right to convert any principal amount of 2026 Notes into shares of Prior Fubo Common
Stock or Class A Common Stock.
The
consummation of the Transactions is expected to constitute a Fundamental Change and Make-Whole Fundamental Change (each as defined in
the 2026 Notes Indenture and 2029 Notes Indenture). The effective date of this Fundamental Change and Make-Whole Fundamental Change in
respect of the 2026 Notes and the 2029 Notes is October 29, 2025, which is the Closing Date. As a result of the Fundamental Change, each
holder of 2026 Notes and 2029 Notes will have the right to require the Company to repurchase its Notes, as applicable, pursuant to the
terms and procedures set forth in the applicable indenture for a cash repurchase price equal to the applicable Fundamental Change Repurchase
Price (as defined in each of the 2026 Notes Indenture and 2029 Notes Indenture) on dates in respect of each of the 2026 Notes and 2029
Notes to be determined.
The
foregoing description of the 2026 Notes Indenture, the 2029 Notes Indenture and the transactions contemplated thereby does not purport
to be complete and is subject to and qualified in its entirety by reference to the full text of the 2026 Notes Indenture and 2029 Notes
Indenture. A copy of the Original 2026 Notes Indenture was filed as Exhibit 4.1 to the Current Report on Form 8-K filed by the Company
with the SEC on February 2, 2021. A copy of the 2026 Notes First Supplemental Indenture is filed as Exhibit 4.1 hereto. The Original
2026 Notes Indenture and the 2026 Notes First Supplemental Indenture are incorporated herein by reference. A copy of the Original 2029
Notes Indenture was filed as Exhibit 4.1 to the Current Report on Form 8-K filed by the Company with the SEC on January 2, 2024. A copy
of the 2029 Notes First Supplemental Indenture is filed as Exhibit 4.2 hereto. The Original 2029 Notes Indenture and the 2029 Notes First
Supplemental Indenture are incorporated herein by reference. This Current Report on Form 8-K does not constitute an offer to tender for,
or purchase, or a solicitation of an offer to tender for, or purchase, any of the 2026 Notes or 2029 Notes or any other security.
| Item
2.01. |
Completion
of Acquisition or Disposition of Assets. |
Effective
as of the Closing, as a result of the Transactions, the Company will operate its business through Newco, which holds the Fubo Business
and the HL Business, and is governed by the Newco Operating Agreement. Newco is managed by and under the direction of Fubo, as the manager
of Newco.
Following
the consummation of the Transactions, Disney and its subsidiaries, including Hulu, own approximately 70% of the fully-diluted voting
power of the Company and approximately 70% of the fully-diluted economic ownership in Newco, with the former shareholders of Fubo effectively
owning approximately 30% of the fully-diluted economic ownership in Newco and approximately 30% of the fully-diluted voting power of
the Company.
| Item
3.02. |
Unregistered
Sales of Equity Securities. |
The
information set forth in the Explanatory Note and Item 1.01 regarding the issuance of Class B Common Stock to Hulu and the issuance of
Newco Units to Fubo is incorporated herein by reference. The Class B Common Stock and Newco Units were issued in reliance upon the exemption
from registration provided by Section (4)(a)(2) of the Securities Act of 1933, as amended.
| Item
3.03. |
Material
Modification to Rights of Security Holders. |
The
information set forth in the Explanatory Note and Items 1.01, 2.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated
by reference into this Item 3.03.
| Item
5.01. |
Changes
in Control of Registrant. |
The
information set forth in the Explanatory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this
Item 5.01.
| Item
5.02. |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
The
information set forth in the Explanatory Note and Items 2.01 of this Current Report on Form 8-K is incorporated by reference into this
Item 5.02.
Appointment
of Directors
On
October 29, 2025, the Fubo Board approved an increase in the size of the Fubo Board from seven to nine effective as of the Closing. Effective
as of the Closing, the following individuals were appointed to serve on the Fubo Board:
| |
● |
Andy
Bird |
| |
● |
David
Gandler |
| |
● |
Daniel
Leff |
| |
● |
Ignacio
Figueras |
| |
● |
Jonathan
Headley |
| |
● |
Jim
Lygopoulos |
| |
● |
Debra
OConnell |
| |
● |
Cathleen
Taff |
| |
● |
Justin
Warbrooke |
Each
of the foregoing directors was appointed to the Fubo Board in accordance with the Delaware Certificate of Incorporation and the Delaware
Bylaws and supersede the incumbent Fubo Board. Each of Edgar Bronfman Jr., Neil Glat, Julie Haddon and Laura Onopchenko tendered their
resignation from the Fubo Board on and effective as of the Closing.
Biographical
information for each of the Fubo directors is set forth below:
| Name |
|
Age |
|
Biographical
Information |
| |
|
|
|
|
| Andy
Bird |
|
61 |
|
Andy
Bird is a member of the board of directors of Phoenix Education Partners, 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 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, the parent company of FuboTV Inc.)
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. Mr. Bird has been a director
of the Company since 2025. |
| |
|
|
|
|
| David
Gandler |
|
50 |
|
David
Gandler has served as the Company’s Chief Executive Officer since April 2020. He previously served as President and Chief Executive
Officer of FuboTV Sub, defined below, prior to the merger of fuboTV Acquisition Corp. with and into fuboTV Media Inc. (“FuboTV
Sub”) (the “Merger”) 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. He previously served on the board of directors
of Paris Football Club from 2022 to 2024. Mr. Gandler has served on the board of Newsmax Inc. since August 2025, and from March 2021
to September 2023, Mr. Gandler served on the board of directors of Waverley Capital Acquisition Corp. 1, a special purpose acquisition
company. Mr. Gandler also currently serves on the board of directors of Bare Knuckle Fighting Championship, Inc. Mr. Gandler has
been a director of the Company since 2020. |
Daniel Leff |
|
57 |
|
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 and 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, and
Roku, Inc., a publicly-traded media streaming company, from August 2011 to May 2018. In addition, Dr. Leff currently serves on the
board of directors of multiple private media companies, including the Professional Fighters League (PFL). 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 Volley. Dr. Leff also serves on the Board of Advisors for the UCLA Anderson Graduate School
of Management and on the Board of Directors of the UCLA Center for Media, Entertainment, and Sports. Dr. Leff has been a director
of the Company since 2020. |
| |
|
|
|
|
| Ignacio
Figueras |
|
48 |
|
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 an investor and a member of the Advisory board at Flow Water, a fast-growing premium wellness
water brand in North America. From 2000 to 2019, Mr. Figueras served as a spokesperson for Ralph Lauren and Ralph Lauren fragrances.
Mr. Figueras has been a director of the Company since 2020. |
| |
|
|
|
|
| Jonathan
Headley |
|
58 |
|
Jon
Headley was Senior Vice President, Treasurer, and later Corporate Real Estate, of The Walt Disney Company (the parent company of
FuboTV Inc.) 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. Mr. Headley has been a director of the Company since 2025. |
| |
|
|
|
|
| Jim
Lygopoulos |
|
50 |
|
Jim
Lygopoulos is Executive Vice President, People & Culture, Corporate, Direct-to-Consumer and International at The Walt Disney
Company (the parent company of FuboTV Inc.). 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. Mr. Lygopoulos
has been a director of the Company since 2025. |
| Debra
OConnell |
|
52 |
|
Debra
OConnell is President of ABC News Group and Disney Entertainment Networks (a division of The Walt Disney Company, the parent company
of FuboTV Inc.). Ms. OConnell oversees ABC News and the ABC Owned Television Stations, aligning the nation’s No. 1 news network
with the No. 1 station group in the country. 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 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, LLC. 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. Ms. OConnell has been a director of the Company since 2025. |
| |
|
|
|
|
| Cathleen
Taff |
|
56 |
|
Cathleen
Taff is President of Production Services, Franchise Management & Theatrical Distribution for Walt Disney Studios (a division
of The Walt Disney Company, the parent company of FuboTV Inc.). 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 31-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. Ms. Taff has been a director of the Company since 2025. |
| |
|
|
|
|
| Justin
Warbrooke |
|
48 |
|
Justin
Warbrooke is Executive Vice President and Head of Corporate Development at The Walt Disney Company (the parent company of FuboTV
Inc.). In this role, Mr. Warbrooke is responsible for leading M&A strategy and execution including acquisitions, divestitures,
and joint ventures while also monitoring and optimizing Disney’s portfolio of equity interests and planning and executing new
business ventures, including through the Disney Accelerator. Prior to this role, Mr. Warbrooke served as Executive Vice President
and Head of DTC Strategy for Disney’s Direct-to-Consumer division, where he was responsible for developing strategies to drive
growth for Disney’s streaming services globally, and as Executive Vice President and Chief Financial Officer of DTC and International,
where he was part of the team that launched and grew Disney+ and ESPN+ and integrated and managed Hulu. His other roles at Disney
have included Head of Business Operations for Media and Entertainment Distribution and Senior Vice President of Corporate Strategy
and Business Development. Prior to joining Disney, Mr. Warbrooke was an Associate, and later an Engagement Manager, in the Global
Media and Entertainment practice at L.E.K. Consulting. Mr. Warbrooke has been a director of the Company since 2025. |
In
accordance with the Delaware Certificate of Incorporation, (i) Andy Bird, Jonathan Headley, Jim Lygopoulos, Debra OConnell, Cathleen
Taff and Justin Warbrooke were appointed as Hulu Designees (as defined in the Delaware Certificate of Incorporation) and (ii) Ignacio
Figueras and Daniel Leff were appointed as Unaffiliated Independent Designees (as defined in the Delaware Certificate of Incorporation).
Effective
as of the Closing and in accordance with the Delaware Certificate of Incorporation, Andy Bird was elected as the Chairman of the Fubo
Board.
Effective
as of the Closing and in accordance with the Delaware Certificate of Incorporation, Daniel Leff was designated as the lead independent
director of the Fubo Board.
The
Fubo Board has affirmatively determined that four of the nine current directors (Andy Bird, Ignacio Figueras, Jonathan Headley and Daniel
Leff) are independent within the meaning of NYSE independence standards and applicable SEC rules for the Committees on which they serve.
In connection with their appointment, the directors
are expected to enter into a standard form of indemnification agreement, and eligible directors will receive compensation for their service
in accordance with the Company's Outside Director Compensation Policy. The current Outside Director Compensation Policy is described
under the caption “Director Compensation” in the Company's definitive proxy statement filed with the SEC on April 29, 2025.
Committee
Appointments
Effective
as of the Closing, the following members of the Fubo Board were designated and appointed to the Audit Committee, the Compensation Committee
and the Nominating and Corporate Governance Committee, respectively, of the Board:
Audit
Committee
Jonathan
Headley (Chairman)
Andy
Bird
Daniel
Leff
Compensation
Committee
Jim
Lygopoulos (Chairman)
Daniel
Leff
Cathleen
Taff
Nominating
and Corporate Governance Committee
Justin
Warbrooke (Chairman)
Ignacio
Figueras
Debra
OConnell
Departure
of Executive Chairman
In
connection with his resignation from the Board, Edgar Bronfman Jr., the Company’s Executive Chairman, ceased employment with the
Company effective as of the Closing Date.
| Item
5.03. |
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The
information set forth in the Explanatory Note of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
Upon
the effectiveness of the Fubo Conversion, and pursuant to the Business Combination Agreement, immediately prior to the Closing, the Company
adopted the Delaware Certificate of Incorporation and the Delaware Bylaws to reflect the changes contemplated by the Business Combination
Agreement, as described in the Definitive Proxy Statement.
A
copy of each of the Certificate of Conversion, the Delaware Certificate of Incorporation, and the Delaware Bylaws is filed as Exhibit
3.1, Exhibit 3.2 and Exhibit 3.3, respectively, to this Current Report and is incorporated by reference into this Item 5.03.
In
connection with the Transactions, on the Closing Date, the Company changed its fiscal year to end on September 30, with the Company’s
first full year following Closing to end on September 30, 2026. Accordingly, the Company will file the reports required under applicable
law based on its new September 30 fiscal year-end.
Commercial
Arrangements
As
contemplated by the Business Combination Agreement, Hulu, HL, Fubo OpCo and Newco, as applicable, entered into certain commercial agreements,
effective as of the Closing, including (i) the HL Commercial Services Agreement and (ii) the Hulu Brand License Agreement (collectively,
the “Commercial Agreements”), pursuant to which, among other things:
| |
● |
HL
granted to Hulu the right, license and obligation to distribute the HL DMVPD Service via the Hulu platform that is currently branded
as “Hulu” (and any Disney-branded successor or replacement platform) on a wholesale basis, and HL will not otherwise
distribute the HL DMVPD Service, nor any programming outside of the HL DMVPD Service, in each case, during the term specified below; |
| |
● |
HL
agreed to bear the cost of marketing expenses for the HL DMVPD Service in accordance with an agreed budget, and Hulu is responsible
for all marketing execution for the HL DMVPD Service in consultation with HL; |
| |
|
|
| |
● |
Hulu
agreed to continue to own and operate the Disney and Hulu platforms on which the HL DMVPD Service is distributed and will exclusively
sell and administer subscriptions to the HL DMVPD Service, as well as each add-on thereto, and retain subscription revenue, in consideration
for which it will pay a wholesale fee to HL; |
| |
|
|
| |
● |
Certain
affiliates of Disney agreed to sell ads on behalf of HL and Fubo in exchange for a portion of ad sale revenue; and |
| |
|
|
| |
● |
Hulu
agreed to license the HL DMVPD Service-specific brands to HL for use in the HL Business. |
The
HL Commercial Services Agreement provides for an initial term of five years, renewable for an additional five-year term by mutual agreement.
The Hulu Brand License Agreement will have the same term as the HL Commercial Services Agreement and may be terminated only upon certain
events, including the termination of the HL Commercial Services Agreement.
| Item
9.01. |
Financial
Statements and Exhibits. |
(a)
Financial Statements of business acquired.
The
financial statements of the acquired business will be filed by an amendment to this Current Report on Form 8-K no later than 71 calendar
days after the date on which this Current Report on Form 8-K must be filed.
(b)
Pro forma financial information.
Pro
forma financial information giving effect to the Transactions will be filed by an amendment to the Current Report on Form 8-K no later
than 71 calendar days after the date on which this Current Report on Form 8-K must be filed.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 2.1* |
|
Business Combination Agreement, dated as of January 6, 2025, by and among fuboTV Inc., The Walt Disney Company, a Delaware corporation, and Hulu, LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K/A filed by the Company on January 10, 2025). |
| 3.1 |
|
Plan of Conversion of fuboTV Inc. |
| 3.2 |
|
Articles of Conversion of fuboTV Inc., as filed with the Secretary of State of the State of Florida. |
| 3.3 |
|
Certificate of Conversion of FuboTV Inc., as filed with the Secretary of State of the State of Delaware. |
| 3.4 |
|
Certificate of Incorporation of FuboTV Inc., as filed with the Secretary of State of the State of Delaware. |
| 3.5 |
|
Bylaws of FuboTV Inc. |
| 4.1 |
|
First Supplemental Indenture, dated as of October 29, 2025, by and among FuboTV Inc., U.S. Bank Trust Company, National Association, as trustee. |
| 4.2 |
|
First Supplemental Indenture, dated as of October 29, 2025, by and among FuboTV Inc., U.S. Bank Trust Company, National Association, as trustee and collateral agent, and the guarantors named therein. |
| 10.1 |
|
Registration Rights Agreement, dated as of October 29, 2025, by and between FuboTV Inc. and Hulu, LLC. |
| 10.2 |
|
Tax Receivables Agreement, dated as of October 29, 2025, by and among FuboTV Inc., Fubo Operations LLC and Hulu, LLC. |
| 10.3* |
|
Amended and Restated Limited Liability Company Agreement of Fubo Operations LLC, dated as of October 29, 2025, by and between FuboTV Inc., Fubo Operations LLC and Hulu, LLC. |
| 10.4* |
|
Stockholders
Agreement, dated as of October 29, 2025, by and between FuboTV Inc. and Hulu, LLC. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
*
Certain schedules and other attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company undertakes to furnish
supplemental copies of any of the omitted schedules upon request by the SEC.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements generally include statements regarding Fubo’s and counterparties’ ongoing obligations under the
agreements discussed herein. All statements other than statements of historical facts contained in this communication may be forward-looking
statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “outlook”,
“should,” “expects,” “plans,” “anticipates,” “could,” “intends,”
“targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,”
“potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements
in this communication are only predictions. Fubo’s management has based these forward-looking statements largely on their current
expectations and projections about future events and financial trends that management believes may affect its business, financial condition
and results of operations. These statements are neither promises nor guarantees and involve known and unknown risks, uncertainties and
other important factors that may cause actual results, performance or achievements to be materially different from what is expressed
or implied by the forward-looking statements, including, but not limited to: our ability to achieve or maintain profitability; risks
related to our access to capital and fundraising prospects to fund our financial operations and support our planned business growth;
risks related to the integration of the Hulu + Live TV business; risks related to our organizational structure following completion of
the Transactions; our revenue and gross profit are subject to seasonality; our operating results may fluctuate; our ability to effectively
manage our growth; risks related to the Transactions; the long-term nature of our content commitments; our ability to renew our long-term
content contracts on sufficiently favorable terms; our ability to attract and retain subscribers; risks related to our commercial arrangements
with Hulu; obligations imposed on us through our agreements with certain distribution partners; our ability to license streaming content
or other rights on acceptable terms; the restrictions imposed by content providers on our distribution and marketing of our products
and services; our reliance on third party platforms to operate certain aspects of our business; risks related to the difficulty in measuring
key metrics related to our business; risks related to preparing and forecasting our financial results; risks related to the highly competitive
nature of our industry; risks related to our technology, as well as cybersecurity and data privacy-related risks; risks related to our
conversion to a Delaware corporation and our status as a “controlled company”; risks related to ongoing or future legal proceedings;
and other risks, including the effects of industry, market, economic, political or regulatory conditions, future exchange and interest
rates, and changes in tax and other laws, regulations, rates and policies. In addition, a number of important factors could cause Fubo’s
actual future results and other future circumstances to differ materially from those expressed in any forward-looking statements, including
but not limited to those important factors discussed in Part II, Item 1A “Risk Factors” in Fubo’s Quarterly Report
on Form 10-Q for the quarter ended June 30, 2025, as any such factors may be updated from time to time in its other filings with the
SEC, accessible on the SEC’s website at www.sec.gov and on Fubo’s investor relations site at https://ir.fubo.tv. Forward-looking
statements speak only as of the date they are made and, except as may be required under applicable law, neither the Company nor Disney
undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or
otherwise.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
FUBOTV
INC. |
| |
|
|
| Date:
October 30, 2025 |
By: |
/s/
David Gandler |
| |
|
David
Gandler |
| |
|
Chief
Executive Officer |
