8-K
FuboTV Inc. (FUBO)
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
Dateof report (Date of earliest event reported): September 30, 2025
FUBOTVINC. fuboTV Inc. /FL
(Exactname of registrant as specified in its charter)
| Florida | 001-39590 | 26-4330545 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification Number) |
1290Avenue of the Americas
NewYork, NY 10104
(Addressof principal executive offices) (Zip Code)
(212)672-0055
(Registrant’stelephone number, including area code)
N/A
(FormerName 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br> 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 |
|---|---|---|
| Common<br>Stock, par value $0.0001 per share | FUBO | New<br> 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. ☐
| Item5.07. | Submission of Matters to a Vote of Security Holders. |
|---|
On September 30, 2025, fuboTV Inc. (the “Company”) held a special meeting of shareholders (the “Special Meeting”) to consider certain proposals related to the Business Combination Agreement, dated as of January 6, 2025, by and among the Company, The Walt Disney Company, a Delaware corporation, and Hulu, LLC, a Delaware limited liability company (“Hulu”) (the “Business Combination Agreement”).
At the Company’s Special Meeting, a total of 192,378,793 shares of common stock were present in person or represented by proxy at the meeting, representing approximately 56.17% of the Company’s outstanding common stock as of the August 6, 2025 record date, constituting a quorum for the transaction of business at the Special Meeting. The following are the voting results for the proposals considered and voted upon at the meeting, each of which was described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on August 7, 2025 (the “Definitive Proxy Statement”).
Item 1 — Approval of the Business Combination Agreement.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | |||
|---|---|---|---|---|---|
| 190,979,565 | 842,600 | 556,628 |
Item 2 — Approval of the exchange of all or substantially all of the Company’s assets for units representing, in the aggregate, a 30% economic interest in a newly formed entity owned by Hulu.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | |||
|---|---|---|---|---|---|
| 190,453,568 | 1,132,802 | 792,423 |
Item 3 — Approval of (i) the conversion of the Company from a Florida corporation to a Delaware corporation, (ii) the authorization and adoption of a plan of conversion and (iii) the authorization and adoption of a certificate of incorporation of the Company establishing its incorporation in the State of Delaware.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | |||
|---|---|---|---|---|---|
| 189,898,070 | 1,787,995 | 692,728 |
Item 4 — Approval of the issuance to Hulu of a number of shares of Class B common stock of the Company representing, in the aggregate, 70% of the voting power of the outstanding shares of capital stock of the Company (calculated on a fully-diluted basis).
| Votes FOR | Votes AGAINST | Votes ABSTAINED | |||
|---|---|---|---|---|---|
| 189,283,814 | 2,000,775 | 1,094,204 |
Item 5 — Approval of the adjournment of the Special Meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt any of Proposals 1 through 4 at the time of the Special Meeting (the “Adjournment Proposal”).
| Votes FOR | Votes AGAINST | Votes ABSTAINED | |||
|---|---|---|---|---|---|
| 181,427,371 | 9,766,786 | 1,184,636 |
Item 6 — Approval of, on an advisory (non-binding) basis, the compensation that may be paid or become payable by the Company to its named executive officers in connection with the transactions contemplated by the Business Combination Agreement (the “Transactions”).
| Votes FOR | Votes AGAINST | Votes ABSTAINED | |||
|---|---|---|---|---|---|
| 175,375,863 | 13,202,535 | 3,800,395 |
Based on the foregoing votes, items 1, 2, 3, 4, 5, and 6 were approved. Because items 1-4 were approved, the Adjournment Proposal was not acted upon.
Assuming timely satisfaction or waiver of the closing conditions, the Transactions are currently expected to close in the fourth quarter of calendar year 2025 or the first quarter of calendar year 2026.
| Item 7.01. | Regulation FD Disclosure. |
|---|
On September 30, 2025, the Company issued a press release announcing the voting results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1.
The information in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1* | Press Release, dated as of September 30, 2025 |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
* Exhibit 99.1 shall be deemed to be furnished, and not filed.
Forward-LookingStatements
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 the Transactions, including the expected timetable for completing the Transactions and the parties’ ability to complete the Transactions. 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: the Transactions will not be consummated; there may be liabilities that are not known, probable or estimable at this time; the Transactions may result in the diversion of management’s time and attention to issues relating to the Transactions and integration; unfavorable outcome of legal proceedings that may be instituted against Fubo and Disney following the announcement of the Transactions; and risks inherent to the business may result in additional strategic and operational risks, which may impact Fubo’s risk profile and it may not be able to mitigate effectively. 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<br> INC. | ||
|---|---|---|
| Date:<br> September 30, 2025 | By: | /s/ David Gandler |
| David<br> Gandler | ||
| Chief<br> Executive Officer |
Exhibit99.1
FUBOSHAREHOLDERS APPROVE BUSINESS COMBINATION
WITHTHE WALT DISNEY COMPANY’S HULU + LIVE TV
NEWYORK – SEPTEMBER 30, 2025 – FuboTV Inc. (d/b/a/ Fubo) (NYSE: FUBO), the leading sports-first live TV streaming platform, announced today that its shareholders have approved its previously announced transaction with The Walt Disney Company (collectively with its subsidiaries, “Disney”) to combine Fubo’s business with the Hulu + Live TV business (the “Transaction”).
The Transaction, approved by Fubo’s shareholders at its special meeting of shareholders held today, remains subject to regulatory approvals and the satisfaction of other customary closing conditions. Fubo will report the results of the special meeting via a Form 8-K to be filed with the Securities and Exchange Commission.
Subject to the completion of the closing, the Transaction, announced by Fubo and Disney in January 2025, is expected to enhance consumer choice by making available a broad set of programming offerings.
Under the terms of the agreement, at closing, Disney will own approximately 70% of Fubo. Fubo’s existing management team, led by Fubo Co-founder and CEO David Gandler, will operate the newly combined Fubo and Hulu + Live TV businesses. Fubo and Hulu + Live TV will continue to be available to consumers as separate offerings post-closing and will facilitate an enhanced choice of programming packages addressing a variety of consumer preferences at attractive price points.
As outlined in the proxy statement related to the Transaction, upon the closing of the Transaction, all of Fubo’s issued and outstanding shares of common stock will be automatically converted into issued and outstanding shares of Class A Common Stock. The outstanding shares of Class A Common Stock will continue to trade on the New York Stock Exchange under the ticker symbol FUBO.
“We would like to thank Fubo shareholders for voting to approve our business combination with Disney’s Hulu + Live TV business,” said Gandler. “The Transaction remains subject to regulatory approvals and other customary closing conditions, but today we are one step closer to fulfilling our vision of a streaming marketplace that provides consumers with greater choice and flexibility.”
AboutFubo
With a global mission to aggregate the best in TV, including premium sports, news and entertainment content, through a single app, FuboTV Inc. (d/b/a Fubo) (NYSE: FUBO) aims to transcend the industry’s current TV model. Ranked among The Americas’ Fastest-Growing Companies 2025 by the Financial Times, the company operates Fubo in the U.S., Canada and Spain and Molotov in France.
In the U.S., Fubo is a sports-first cable TV replacement product aggregating more than 400 live sports, news and entertainment networks and is the only live TV streaming platform with every English-language Nielsen-rated sports channel (source: Nielsen Total Viewers, 2024). Leveraging Fubo’s proprietary data and technology platform optimized for live TV and sports viewership, subscribers can engage with the content they are watching through an intuitive and personalized streaming experience. Fubo has continuously pushed the boundaries of live TV streaming, and was the first virtual MVPD to launch 4K streaming, MultiView and personalized game alerts.
Learn more at https://fubo.tv
CautionaryNote Regarding Forward-Looking Statements
This press release contains forward-looking statements of FuboTV Inc. (“Fubo”) that involve substantial risks and uncertainties. All statements contained in this press release that do not relate to matters of historical fact are forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, including statements regarding our business strategy and plans, our offerings, our pending business combination with the Hulu + Live TV business and the potential benefits thereof, our partnerships, our sports programming and packaging, distribution and consumer preferences. The words “could,” “will,” “plan,” “intend,” “anticipate,” “approximate,” “expect,” “potential,” “believe” or the negative of these terms or other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that Fubo makes due to a number of important factors, including but not limited to the following: 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; 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 Transaction; 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; 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 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. Further risks that could cause actual results to differ materially from those matters expressed in or implied by such forward-looking statements are discussed in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 filed with the Securities and Exchange Commission (“SEC”) and our other periodic filings with the SEC. We encourage you to read such risks in detail. The forward-looking statements in this press release represent Fubo’s views as of the date of this press release. Fubo anticipates that subsequent events and developments will cause its views to change. However, while it may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. You should, therefore, not rely on these forward-looking statements as representing Fubo’s views as of any date subsequent to the date of this press release.
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InvestorContacts
Ameet Padte, Fubo
ameet@fubo.tv
JCIR for Fubo
ir@fubo.tv
MediaContacts
Jennifer L. Press, Fubo
jpress@fubo.tv
Bianca Illion, Fubo
billion@fubo.tv