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): March 23, 2026
FuboTVInc.
(Exactname of registrant as specified in its charter)
| Delaware | 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 communications<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications<br> 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<br> 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. ☐
Item5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
As previously disclosed, on February 3, 2026, at the recommendation of the board of directors (the “Board”) of FuboTV Inc. (the “Company”), Hulu, LLC, as the holder of not less than the minimum number of votes that would be necessary to authorize or take action at a meeting at which all shares of the Company’s common stock entitled to vote thereon were present and voted, delivered to the Company a written consent pursuant to Sections 4.02 and 10.01 of the Company’s certificate of incorporation (the “Certificate”) approving amendments to the Certificate to effect a reverse stock split of the Company’s Class A common stock, par value $0.0001 per share, and Class B common stock, par value $0.0001 per share, at a ratio ranging from any whole number between 1-for-8 and 1-for-12, as determined by the Company’s Board in its discretion. The amendments were previously approved by the Board and the Audit Committee of the Board in accordance with the Certificate. On March 20, 2026, the Board approved the reverse stock split at a final ratio of 1-for-12.
On March 23, 2026, the Company filed a Certificate of Amendment to the Certificate (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect the reverse stock split. The Company’s Class A common stock is expected to begin trading on a split-adjusted basis at market open on March 24, 2026 under the existing trading symbol “FUBO,” with a new CUSIP number of 35953D401.
The Certificate of Amendment is filed herewith as Exhibit 3.1 to this Current Report on Form 8-K. The foregoing description of the changes contained in the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is incorporated herein by reference.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 3.1 | Certificate of Amendment to the Certificate of Incorporation |
| 104 | Cover Page Interactive Data File (embedded within the<br> Inline XBRL document) |
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: March 23, 2026 | By: | /s/ David Gandler |
| David Gandler | ||
| Chief Executive Officer |
Exhibit3.1
CERTIFICATEOF AMENDMENT OF
CERTIFICATEOF INCORPORATION
OFFUBOTV INC.
FuboTV Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:
FIRST: That, by unanimous written consent of the Board of Directors of the Corporation, resolutions were duly adopted recommending and declaring advisable that the Certificate of Incorporation of the Corporation be amended and that such amendments be submitted to the stockholders of the Corporation for their consideration, as follows:
RESOLVED, that Article IV, Section 4.01 of the Certificate of Incorporation of the Corporation, be amended and restated in its entirety to read as follows:
Authorized Shares. The total number of shares of stock which the Corporation shall have authority to issue is 7,050,000,000 shares of capital stock, consisting of three classes as follows:
| (a) | 5,000,000,000<br> shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”); |
|---|---|
| (b) | 2,000,000,000<br> shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”); and |
| --- | --- |
| (c) | 50,000,000<br> shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”). |
| --- | --- |
Effective as of 5:00 p.m. Eastern Time on the date this Certificate of Amendment of Certificate of Incorporation is filed with the Office of the Secretary of State of the State of Delaware (the “Effective Time”), a one-for-twelve reverse stock split of the Corporation’s Common Stock shall become effective, pursuant to which each twelve shares of Class A Common Stock or Class B Common Stock outstanding and held of record by each stockholder of the Corporation (including treasury shares) immediately prior to the Effective Time shall be reclassified and combined into one validly issued, fully-paid and nonassessable share of Class A Common Stock or Class B Common Stock, respectively, automatically and without any action by the holder thereof upon the Effective Time and shall represent one share of Class A Common Stock or Class B Common Stock, respectively, from and after the Effective Time (such reclassification and combination of shares, the “Reverse Stock Split”). The par value of the Class A Common Stock and the Class B Common Stock following the Reverse Stock Split shall remain at $0.0001 per share. No fractional shares of Common Stock shall be issued as a result of the Reverse Stock Split. In lieu thereof, (i) with respect to holders of one or more certificates which formerly represented shares of Class A Common Stock or Class B Common Stock that were issued and outstanding immediately prior to the Effective Time, upon surrender after the Effective Time of such certificate or certificates, any holder who would otherwise be entitled to a fractional share of Class A Common Stock or Class B Common Stock as a result of the Reverse Stock Split, following the Effective Time, shall be entitled to receive a cash payment (the “Fractional Share Payment”) equal to the fraction to which such holder would otherwise be entitled multiplied by the closing price per share as reported by the New York Stock Exchange (as adjusted to give effect to the Reverse Stock Split) on the date of the Effective Time; provided that, whether or not fractional shares would be issuable as a result of the Reverse Stock Split shall be determined on the basis of (a) the total number of shares of Class A Common Stock or Class B Common Stock, as applicable, that were issued and outstanding immediately prior to the Effective Time formerly represented by certificates that the holder is at the time surrendering and (b) the aggregate number of shares of Class A Common Stock or Class B Common Stock, as applicable, after the Effective Time into which the shares of Class A Common Stock or Class B Common Stock formerly represented by such certificates shall have been reclassified; and (ii) with respect to holders of shares of Class A Common Stock and Class B Common Stock in book-entry form in the records of the Corporation’s transfer agent that were issued and outstanding immediately prior to the Effective Time, any holder who would otherwise be entitled to a fractional share of Class A Common Stock or Class B Common Stock, as applicable, as a result of the Reverse Stock Split, following the Effective Time, shall receive the Fractional Share Payment automatically and without any action by the holder.
SECOND: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its Chief Executive Officer on this 23^rd^ day of March, 2026.
| FUBOTV INC. | |
|---|---|
| By: | /s/ David Gandler |
| David Gandler | |
| Chief Executive Officer |