fuboTV Inc. /FL

For the period ended Oct 29, 2025. Filed Oct 30, 2025.

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Oct 29, 2025 · Filed Oct 30, 2025

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FUBO$7.60-1.2%Stored close · as of Nov 6, 2026

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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:

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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

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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”):

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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.

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