DEF 14C: FuboTV Plans Reverse Stock Split to Boost Share Price

FuboTV Inc. announced a definitive information statement detailing a board-approved reverse stock split at a ratio between 1-for-8 and 1-for-12, primarily aimed at increasing its per share trading price and enhancing marketability.

Summary

• FuboTV Inc. is implementing a reverse stock split of its Class A and Class B Common Stock at a ratio ranging from 1-for-8 to 1-for-12, with the exact ratio to be determined by the Board of Directors.
• The Board adopted the amendments for the reverse stock split on February 2, 2026.
• Hulu, LLC, as the Majority Stockholder (holding 947,910,220 shares of Class B Common Stock, representing 72.9% of combined voting power), approved the amendments by written consent on February 3, 2026.
• No further stockholder vote is required or being solicited for this action.
• The primary objectives of the reverse stock split are to increase the per share trading price, reduce the number of outstanding shares, enhance marketability, and potentially attract institutional investors and broader equity research analyst coverage.
• The reverse stock split will not affect the total number of authorized shares (7,050,000,000 shares) but will increase the number of authorized and unissued shares available for future issuance.
• Fractional shares resulting from the split will be paid in cash based on the NYSE closing price on the effective date.
• The reverse stock split will also apply to Common Units of Fubo Operations LLC to maintain a one-to-one ratio with Class A Common Stock.
• Outstanding equity incentive plans will be proportionally adjusted, resulting in fewer shares issuable and a proportionally increased exercise price.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral to slightly positive strategic move aimed at improving market perception and liquidity, but it does not address underlying business fundamentals or guarantee sustained price appreciation.

Positives

• Aims to increase the per share trading price of Class A Common Stock, potentially making it more attractive to a wider range of investors.
• Expected to enhance the marketability of Common Stock, particularly among institutional investors and sophisticated market participants.
• May lead to broader equity research analyst coverage, improving visibility and understanding of the Company's business.
• Could improve the comparability and meaningfulness of earnings per share (EPS) by reducing the number of outstanding shares.
• Reduces the number of outstanding shares to a level better aligned with the Company's size and scope.
• Increases the number of authorized and unissued shares available for future corporate purposes, including potential equity offerings, providing capital flexibility.

Negatives

• There is no assurance that the market price per share will rise proportionally to the reduction in outstanding shares or that any increase will be sustained.
• The reverse stock split may not result in more normalized trading or decrease market volatility.
• It may not increase the level of investment by institutional investors or boost analyst and broker interest.
• Some investors may view the reverse stock split negatively, which could adversely impact the market price of Class A Common Stock.
• Liquidity could be adversely affected by the reduced number of shares outstanding if the price does not increase as anticipated.
• Stockholders owning odd-lots (less than 100 shares) after the split may incur higher brokerage commissions and transaction costs.

Risks

• The reverse stock split may not result in a sustained increase in the per share price of Class A Common Stock.
• The market price per share of Class A Common Stock after the reverse stock split may not rise in proportion to the reduction in the number of shares outstanding.
• Even if the market price per share of Class A Common Stock rises after the reverse stock split, such market price may not be sustained.
• The reverse stock split may not result in more normalized trading in Class A Common Stock or decrease its market volatility.
• The reverse stock split may not result in a per share price that will increase the level of investment in Class A Common Stock by institutional investors or increase analyst and broker interest in the Company.
• The reverse stock split could adversely impact the market price of Class A Common Stock due to negative investor perception.
• Liquidity for stockholders could be adversely affected by the reduced number of shares outstanding after the reverse stock split, particularly if the price does not increase.

Future Outlook

The Board retains discretion to determine the exact reverse stock split ratio within the approved range (1-for-8 to 1-for-12) and the timing of its implementation, based on factors such as market conditions, trading price, and NYSE listing requirements. The Company regularly assesses its capital needs and may conduct future equity offerings of Common Stock, for which the increased pool of authorized but unissued shares will provide flexibility.

Management Comments

• "The Board believes that the combination of the per share price increase and the reduction in outstanding shares would enhance the marketability of our Common Stock, particularly among institutional investors and other sophisticated market participants."
• "Reducing the number of total shares outstanding to a level more proportionate to the Companys size and scope would proportionally increase the Companys earnings per share, which the Board believes would improve the comparability and meaningfulness of this metric and may assist equity research analysts and investors in evaluating the Companys financial performance."
• "The Board believes that the anticipated higher market price resulting from a reverse stock split would enable institutional investors and brokerage firms with policies and practices such as those described above to invest in our Class A Common Stock and may result in broader equity research analyst coverage of the Company."
• "The Board believes that stockholder approval of a range of ratios (as opposed to a single reverse stock split ratio) is in the best interests of the Company and its stockholders because it is not possible to predict market conditions at the time that the Reverse Stock Split would be effected."

Industry Context

StockSavvy.ai notes that reverse stock splits are a common strategic maneuver for companies seeking to increase their per-share trading price, often to meet minimum listing requirements of major exchanges like the NYSE or to enhance the stock's appeal to institutional investors who may have internal policies against investing in low-priced securities. FuboTV's decision, following its significant business combination with Hulu + Live TV, suggests a concerted effort to improve its equity's market perception and liquidity, potentially attracting a broader and more stable investor base in the competitive streaming and media industry.

Comparison to Industry Standards

• Reverse stock splits are a standard corporate action, frequently undertaken by companies whose stock price has declined significantly, to regain compliance with exchange listing requirements (e.g., NYSE typically mandates a minimum $1.00 share price). While not explicitly stated as a compliance issue, FuboTV's stated goal of increasing per share price aligns with this common industry practice.
• Companies such as AMC Entertainment Holdings (AMC) and Bed Bath & Beyond (BBBY) have executed reverse stock splits in recent years to address low share prices and maintain exchange listings, although their specific business challenges and market contexts differed from FuboTV's.
• The approved range of 1-for-8 to 1-for-12 for the reverse stock split ratio is within typical industry ranges for such actions, aiming for a substantial but not excessively drastic adjustment to the share count and price.

Corporate Governance

Related Party Transactions

• Hulu, LLC, a wholly owned subsidiary of The Walt Disney Company, is the Majority Stockholder, holding 947,910,220 shares of Class B Common Stock (72.9% of combined voting power), and approved the reverse stock split by written consent.
• The Company completed a Business Combination with Disney and Hulu on October 29, 2025, which included a $145 million term loan provided by Disney to Fubo.

Stakeholder Impact

• Shareholders will own a reduced number of shares, but their percentage ownership interest will remain unchanged, except for fractional shares which will be cashed out.
• Shareholders may experience an increased per-share price, potentially improving marketability and attracting new investors, but those with odd-lots may face higher transaction costs.
• Management and directors' equity awards (options, restricted stock units) will be proportionally adjusted, maintaining their economic interest.
• Institutional investors may find the stock more attractive due to a higher per-share price, as some have policies against investing in low-priced stocks.
• Equity research analysts may be more likely to cover the Company due to a higher market price, potentially increasing visibility within the investment community.

Next Steps

• The Board will determine the exact reverse stock split ratio (between 1-for-8 and 1-for-12) in its discretion.
• The Board will decide when to file the Certificate of Amendment with the Secretary of State of the State of Delaware to effect the reverse stock split.
• The Company will make a public announcement regarding the determination of the Final Ratio if the Board chooses to implement the Reverse Stock Split.
• The written consent by the Majority Stockholder will become effective no sooner than 20 calendar days following the mailing of this Information Statement (on or about March 19, 2026).
• Stockholders holding physical certificates will receive a transmittal letter from the exchange agent after the Effective Time to exchange their certificates for a statement of ownership in book-entry form.
• Cash payments will be mailed to stockholders in lieu of fractional shares as soon as practicable after the Effective Time.

Key Dates

Recommendation

The reverse stock split is a corporate action primarily aimed at improving the stock's marketability and per-share price, potentially attracting institutional investors and analyst coverage. It does not alter the company's intrinsic value or business operations. While it addresses a low share price, which can be a concern, it doesn't guarantee sustained price appreciation or improved financial performance. Investors should hold to observe the market's reaction and the company's subsequent operational and financial results.

Keywords

FuboTV, reverse stock split, Class A Common Stock, Class B Common Stock, Hulu, corporate governance, stock market, NYSE, equity incentive plans, capital structure, financial reporting, investor relations