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): January 13, 2026
FUBOTV
INC.
(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<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 |
|---|---|---|
| Class<br> A Common 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. ☐
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 (such transactions, collectively, the “Business Combination”).
Item7.01. Regulation FD Disclosure.
As previously disclosed, the closing of the Business Combination constituted a fundamental change under the indenture governing the Company’s 3.25% Convertible Senior Notes due 2026 (CUSIP No. 35953D AB0) (the “2026 Notes”), triggering the Company’s delivery of a notice to holders of 2026 Notes regarding their fundamental change repurchase right (the “Tender Offer”). The Tender Offer expired on January 13, 2026 at 5:00 p.m. New York City time (the “Expiration Time”). As of the Expiration Time, $140.2 million aggregate principal amount of the outstanding 2026 Notes were surrendered for repurchase pursuant to the Tender Offer. The Company will repay the remaining $4.5 million aggregate principal amount of 2026 Notes outstanding at maturity on February 15, 2026.
On January 14, 2026, the Company issued a press release announcing the expiration of the Tender Offer and the Company’s repurchase of 2026 Notes. 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.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release, dated as of January 14, 2026 |
| 104 | Cover<br> Page Interactive Data File (embedded within the 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<br> INC. | ||
|---|---|---|
| Date:<br> January 14, 2026 | By: | /s/ David Gandler |
| David<br> Gandler | ||
| Chief<br> Executive Officer |
Exhibit99.1
FORIMMEDIATE RELEASE
FUBOANNOUNCES REPURCHASE OF $140.2 MILLION OF ITS 3.25% CONVERTIBLE SENIOR NOTES DUE 2026
NEWYORK – JANUARY 14, 2026 – FuboTV Inc. (NYSE: FUBO) today announced the repurchase of $140.2 million aggregate principal amount of its outstanding 3.25% Convertible Senior Notes due 2026.
Pursuant to the terms of the indenture governing the 2026 notes, Fubo repurchased the outstanding notes due February 15, 2026 at a repurchase price of 100% of their principal amount, plus accrued and unpaid interest to, but not including, the repurchase date.
The repurchase follows last week’s receipt by Fubo of the proceeds from a $145 million term loan provided pursuant to a commitment letter entered into in connection with Fubo’s 2025 business combination with Hulu + Live TV. Fubo also announced last week zero repurchases of its Convertible Senior Notes due 2029 following the triggering of a notice to holders regarding their fundamental change repurchase right as a result of the business combination.
“Today’s repurchase, funded with the proceeds from our recent term loan, underscores Fubo’s continued proactive management of our capital structure,” said David Gandler, co-founder and CEO, Fubo. “We are also pleased to report that no shareholders were diluted as a result of this repurchase, as we have repaid the 2026 notes in cash using proceeds from the recent term loan. The remaining $4.5 million aggregate principal amount of 2026 Notes outstanding will be repaid in cash at maturity in February 2026. We believe these actions strengthen Fubo’s capital position and support our continued commitment to delivering an innovative consumer-first streaming company that provides value for shareholders and consumers alike.”
AboutFuboTV Inc.
FuboTV Inc. (NYSE: FUBO) is a consumer-first live TV streaming company with the mission of delivering premium sports, news and entertainment programming through a best-in-class user experience that offers greater choice, flexibility and value. The sixth largest Pay TV company in the U.S. (UBS estimates) and ranked among The Americas’ Fastest-Growing Companies 2025 by the Financial Times, FuboTV Inc. owns Hulu + Live TV (entertainment), Fubo (sports) and Molotov (entertainment and sports), which stream in markets around the globe. FuboTV Inc. is an affiliate of The Walt Disney Company.
Learn more at https://fubo.tv
FuboCautionary Note 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, financial condition and capitalization. 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; risks related to the integration of the Hulu + Live TV business; risks related to our organizational structure following completion of the Transaction; 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; 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. 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 September 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.
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