10/31/2025 | Press release | Distributed by Public on 10/31/2025 19:22
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (3) | 10/29/2025 | A | 1,088,391 | (4) | (4) | Class A Common Stock | 1,088,391 | $ 0 | 1,088,391 | D | ||||
| Restricted Stock Units | (3) | 10/29/2025 | A | 248,314 | (5) | (5) | Class A Common Stock | 248,314 | $ 0 | 248,314 | D | ||||
| Restricted Stock Units | (3) | 10/29/2025 | A | 1,240,741 | (5) | (5) | Class A Common Stock | 1,240,741 | $ 0 | 1,240,741 | D | ||||
| Restricted Stock Units | (3) | 10/29/2025 | A | 1,304,802 | (5) | (5) | Class A Common Stock | 1,304,802 | $ 0 | 1,304,802 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Gandler David C/O FUBOTV INC. 1290 AVENUE OF THE AMERICAS NEW YORK, NY 10104 |
X | Chief Executive Officer | ||
| /s/ David Gandler | 10/31/2025 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | On October 29, 2025 (the "Closing Date"), the Issuer completed the transactions contemplated by the Business Combination Agreement, dated as of January 6, 2025 (the "Business Combination Agreement"), by and among the Issuer, The Walt Disney Company, and Hulu LLC (the "Transactions"). |
| (2) | Pursuant to the Business Combination Agreement, on the Closing Date, the Issuer effected a conversion from a Florida corporation to a Delaware corporation (the "Conversion"). Upon effectiveness of the Conversion, each issued and outstanding share of Common Stock was automatically converted into an issued and outstanding share of Class A common stock, par value $0.0001 per share ("Class A Common Stock"). |
| (3) | Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A Common Stock. |
| (4) | The RSUs will vest as to one third on the first anniversary of the Closing Date and as to the remaining two-thirds of the RSUs on the second anniversary of the Closing Date, in each case, subject to continued employment through the applicable vesting date or the Reporting Person's termination without cause or resignation for good reason. |
| (5) | The Issuer previously granted the Reporting Person an award of RSUs that vest based on the Issuer's satisfaction of certain performance objectives. The earned performance RSUs will generally remain subject to time-based vesting through the original performance period (or, if earlier, the date of the executive's termination without cause or resignation for good reason), subject to the Reporting Person's continued employment through the applicable vesting date. |