Check the appropriate box:

Payment of Filing Fee (Check all boxes that apply):

 

The accompanying proxy statement is dated [•], 2025, and, together with the enclosed form of proxy card, is first being mailed on or about [•], 2025.

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Transactions, passed upon the merits or fairness of the Transactions or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

 

[•], 2025

DEAR FELLOW SHAREHOLDERS:

You are cordially invited to attend a Special Meeting (the “Special Meeting”) of Shareholders of fuboTV Inc. (“Fubo”, “we” or “us”) at 10:00 a.m. Eastern Time on [•], [•], 2025, via live webcast, to consider and vote upon several proposals related to the Business Combination Agreement we entered into on January 6, 2025 (the “Business Combination Agreement”) with The Walt Disney Company, a Delaware corporation (“Disney”), and Hulu, LLC, a Delaware limited liability company (“Hulu”).

The Special Meeting will be a virtual meeting held solely by means of remote communication. We believe the virtual meeting technology provides expanded shareholder access while providing shareholders the same rights and opportunities to participate as they would have at an in-person meeting. During the virtual meeting, you may ask questions and will be able to vote your shares electronically. To participate in the Special Meeting, you will need the 16-digit control number included on your proxy card. We encourage you to allow ample time for online check-in, which will begin at 9:45 a.m. Eastern Time. Please note that there is no in-person Special Meeting for you to attend.

The accompanying proxy statement is dated [•], 2025, and, together with the enclosed form of proxy card, is first being mailed on or about [•], 2025.

The Notice of Special Meeting and Proxy Statement on the following pages describe the matters to be presented at the Special Meeting.

The Business Combination Agreement contemplates, through a series of steps outlined below, among other things: (i) (a) Hulu contributing certain assets (the “Hulu Live 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 HL DMVPD Service (as defined below) (collectively, the “Hulu Live Business”) to an entity newly formed by Hulu (“Newco”), and (b) Fubo undergoing an “Up-C” reorganization and contributing its business to Newco, in exchange for units in Newco (“Newco Units”) such that, after giving effect to such contributions, Hulu will hold a number of Newco Units representing, in the aggregate, a 70% economic interest in Newco and Fubo will hold a number of Newco Units representing, in the aggregate, a 30% economic interest in Newco; and (ii) Fubo issuing to Hulu shares of a newly created vote-only class of Fubo’s common stock (“Class B Common Stock”) representing, in the aggregate, a 70% voting interest in Fubo (calculated on a fully-diluted basis).

Prior to the closing (the “Closing”) of the transactions contemplated by the Business Combination Agreement (the “Transactions”), each of Fubo and Hulu will complete a reorganization pursuant to which the parties will, among other things, take the following steps, in each case, on the terms and subject to the conditions set forth in the Business Combination Agreement:

At the Closing, on the terms and subject to the conditions set forth in the Business Combination Agreement, the parties will, among other things, take the following steps:

After giving effect to the consummation of the Transactions, Newco will be structured as an “umbrella partnership C corporation”, or “Up-C”. The Newco Operating Agreement will provide, among other things, Hulu with a redemption right pursuant to which Hulu may cause Newco to redeem all or a portion of its Newco Units, together with an equivalent number of shares of Class B Common Stock, in exchange for an equivalent number of shares of Class A common stock (“Class A Common Stock”) of Fubo or, at Fubo’s option, cash, subject to Fubo’s right to elect to effect, in lieu of such a redemption, a direct exchange between Fubo and Hulu of cash or an equivalent number of shares of Class A Common Stock for such Newco Units and Class B Common Stock (provided that, in each case, Hulu may retract the exercise of its redemption or exchange right upon notice that Fubo intends to settle such redemption or exchange in cash).

One of the purposes of the Special Meeting is to consider the Plan of Conversion, including the Delaware Certificate of Incorporation in the form attached to the Plan of Conversion. A copy of the Plan of Conversion is attached as Annex B to this proxy statement. If the Conversion is approved and the Transactions are completed, Fubo will become a Delaware corporation and all of the issued and outstanding shares of our common stock will be automatically converted into issued and outstanding shares of Class A Common Stock. The outstanding shares of Class A Common Stock will continue to trade on the New York Stock Exchange under the same ticker symbol that our shares of common stock currently trade under, “FUBO”. IF APPROVED, THE CONVERSION WILL NOT REQUIRE ANY ACTION BY YOU AND YOUR SHARES OF OUR COMMON STOCK WILL BE AUTOMATICALLY CONVERTED INTO AN EQUAL NUMBER OF SHARES OF CLASS A COMMON STOCK.

On January 5, 2025, our Board of Directors (the “Fubo Board”) unanimously (i) determined that it was in the best interests of Fubo and its shareholders, and declared it advisable, to enter into the Business Combination Agreement, (ii) approved and adopted the execution, delivery and performance by Fubo of the Business Combination Agreement and the consummation of the Transactions, and (iii) resolved to recommend approval of the Business Combination Agreement (including the Fubo Contribution), the Share Issuance, and the Conversion, in each case, by the Fubo Shareholders entitled to vote thereon.

By unanimous written consent, dated July 24, 2025, the Fubo Board (i) approved and adopted the Plan of Conversion, the Florida Articles of Conversion, the Delaware Certificate of Conversion, the Delaware Certificate of Incorporation and the Delaware Bylaws (collectively, the “Conversion Documents”) and (ii) resolved to recommend approval of the Conversion Documents by the Fubo Shareholders entitled to vote thereon.

Whether or not you attend the Special Meeting, it is important that your shares be represented and voted at the Special Meeting. Therefore, we urge you to promptly vote and submit your proxy by phone, via the Internet, or by signing, dating, and returning the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in the United States. Instructions regarding how you can vote are contained on the proxy card. You may also vote your shares online during the Special Meeting even if you have previously submitted your proxy. Instructions on how to vote while participating in the meeting live via the Internet are provided in the accompanying proxy statement and posted at www.virtualshareholdermeeting.com/FUBO2025SM.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your shares counted at the Special Meeting. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the Special Meeting without your instructions. As a result, if you do not provide your bank, broker or other nominee with any voting instructions, your shares will not be counted for purposes of a quorum and will not be voted at the Special Meeting, which will have the same effect as a vote “AGAINST” the approval of the each of the Business Combination Agreement, the Exchange of Assets, the Plan of Conversion and the Share Issuance. If you have any questions or need assistance voting your shares, please contact our proxy solicitor:

Georgeson LLC

51 West 52nd Street, 6th floor,

New York, NY 10019,

Attention: Christopher M. Hayden

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Transactions, passed upon the merits or fairness of the Transactions or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

 

The Special Meeting of Shareholders (the “Special Meeting”) of fuboTV Inc., a Florida corporation (“Fubo”), will be held on [•], [•], 2025, at 10:00 a.m. Eastern Time, via live webcast, for the following purposes:

Holders of record of our common stock, $0.0001 par value (“Fubo Common Stock”), at the close of business on [•], 2025 are entitled to notice of and to vote at the Special Meeting, or any postponement or adjournment of the Special Meeting. A complete list of these shareholders will be available for examination by any shareholder (i) for a period of ten days prior to the Special Meeting for any purpose germane to the meeting by sending an email to 2025specialmeeting@fubo.tv, stating the purpose of the request and providing proof of ownership of Fubo Common Stock, and (ii) during the Special Meeting, via the Internet at www.virtualshareholdermeeting.com/FUBO2025SM. The Special Meeting may be continued, postponed or adjourned from time to time without notice other than by announcement at the Special Meeting. No appraisal rights will be available to Fubo shareholders in connection with the Transactions.

The affirmative vote of the holders of a majority of the outstanding shares of Fubo Common Stock is required to approve the Business Combination Agreement Proposal, the Exchange of Assets Proposal, the Conversion Proposal and the Share Issuance Proposal. Assuming a quorum is present at the Special Meeting, the Adjournment Proposal and the Transaction Compensation Proposal will be approved if the number of votes cast in favor of the Adjournment Proposal or the Transaction Compensation Proposal, as applicable, exceed the number of votes cast against the Adjournment Proposal or the Transaction Compensation Proposal, as applicable (excluding abstentions and broker non-votes).

IF ANY OF THE BUSINESS COMBINATION AGREEMENT PROPOSAL, THE EXCHANGE OF ASSETS PROPOSAL, THE CONVERSION PROPOSAL OR THE SHARE ISSUANCE PROPOSAL DOES NOT RECEIVE THE REQUISITE VOTE FOR APPROVAL, THE TRANSACTIONS WILL NOT BE COMPLETED.

It is important that your shares be represented regardless of the number of shares you may hold. Whether or not you plan to attend the Special Meeting, we urge you to vote your shares via the toll-free telephone number, over the Internet as described in the materials that follow or by signing, dating and mailing the proxy card in the accompanying return envelope. We encourage shareholders to submit their proxy via telephone or online. Submitting your proxy now will not prevent you from voting your shares during the Special Meeting if you desire to do so, as your proxy is revocable at your option.

Unless stated otherwise, whenever used in this proxy statement, the following terms have the meanings set forth below:

“Acceptable Confidentiality Agreement” means any confidentiality agreement containing provisions limiting the disclosure and use of non-public information of or with respect to Fubo that (a) contains confidentiality and use provisions that are not, in the aggregate, materially less favorable to Fubo than the terms of the Confidentiality Agreement and (b) does not contain any exclusivity provision or other term that would restrict, in any manner, Fubo’s ability to comply with the terms of the Business Combination Agreement, except that such confidentiality agreement need not include explicit or implicit standstill provisions that would restrict the making of or amendment or modification to Alternative Proposals.

“Action” means any suit, action, arbitration, charge, hearing, investigation, audit, petition or other legal, administrative or arbitral proceeding by or before any governmental entity.

“Adjournment Proposal” means the proposal under this proxy statement to approve the adjournment of the Special Meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt any of the Business Combination Agreement Proposal, the Exchange of Assets Proposal, the Conversion Proposal, or the Share Issuance Proposal at the time of the Special Meeting (see the section of this proxy statement captioned “The Proposals—Proposal No.5 – the Adjournment Proposal”).

“affiliate” means, as to any person, any other person that, directly or indirectly, controls, or is controlled by, or is under common control with, such first person. For purposes of this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise. At all times after the Closing, Fubo, Newco and their respective Subsidiaries, on the one hand, will be deemed to not be affiliates of Disney and its other Subsidiaries (including Hulu), on the other hand, and vice versa.

“Alternative Proposal” means any indication of interest, offer or proposal (other than an offer or proposal by Hulu) to engage in an Alternative Transaction.

“Alternative Transaction” means any transaction or series of related transactions (other than the transactions contemplated by the Business Combination Agreement) resulting in: (a) any acquisition by any person or “group” (as defined under Section 13(d) of the Exchange Act) of more than twenty percent (20%) of the aggregate outstanding voting securities or voting power of Fubo or any tender offer or exchange offer that if consummated would result in any person or “group” (as defined under Section 13(d) of the Exchange Act) beneficially owning more than twenty percent (20%) of the aggregate outstanding voting securities or voting power of Fubo; (b) any merger, consolidation, business combination, recapitalization, reorganization or other similar transaction involving Fubo pursuant to which any person or “group” (as defined under Section 13(d) of the Exchange Act) would hold shares of Fubo Common Stock representing more than twenty percent (20%) of the aggregate outstanding voting securities or voting power of the surviving entity after giving effect to the consummation of such transaction or as a result of which the shareholders of Fubo (as a group) immediately prior to the consummation of such transaction would hold shares of Fubo Common Stock representing less than eighty percent (80%) of the voting securities or voting power of the surviving entity after giving effect to the consummation of such transaction; (c) any sale or disposition of tangible or intangible assets or businesses that constitute or represent more than twenty percent (20%) of the consolidated assets or revenues of Fubo and its Subsidiaries, taken as a whole (measured by the fair market value thereof, as determined in good faith by the Fubo Board or any authorized committee thereof); or (d) any liquidation or dissolution of Fubo; provided, however, that the transactions contemplated by the Business Combination Agreement will be deemed to not be an Alternative Transaction in any case.

“Ancillary Agreements” means, collectively, the following agreements: (i) the Newco Operating Agreement; (ii) the Stockholders Agreement; (iii) the Tax Receivables Agreement; (iv) the New Registration Rights Agreement; (v) the HL Transition Services Agreement; (vi) the HL Commercial Services Agreement; (vii) the Hulu Brand License Agreement; (viii) the Reorganization Documents; and (ix) the French Put Option.

“Business Combination Agreement” means that certain Business Combination Agreement, dated as of January 6, 2025 (the “Signing Date”), among Disney, Hulu and Fubo (as may be amended, supplemented or modified from time to time), a copy of which is attached as Annex A to this proxy statement.

“Business Combination Agreement Proposal” means the proposal under this proxy statement to approve the Business Combination Agreement (see the section of this proxy statement captioned “The Proposals—Proposal No.1—The Business Combination Agreement Proposal”).

“Bylaws of Fubo” or the “Delaware Bylaws” means the Bylaws of Fubo following the Conversion, a copy of which is attached as Annex F to this proxy statement.

“Carriage Agreement” means any contract relating to retransmission, affiliation, exhibition, distribution, subdistribution, carriage, display or broadcast of any programming service (including any network, streaming service or feed), whether on a linear, on-demand, interactive, streaming or other basis.

“Certificate of Incorporation of Fubo” or the “Delaware Certificate of Incorporation” means the Certificate of Incorporation of Fubo following the Conversion, a copy of which is attached as Annex E to this proxy statement, to be filed with the DSOS in accordance with the DGCL.

“Class A Common Stock” means the class of common stock of Fubo that will remain publicly traded following the Closing.

“Class B Common Stock” means a class of common stock of Fubo consisting of non-economic, voting shares following the Closing.

“Closing” means the consummation of the Transactions.

“Closing Date” means the date of the Closing.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collective Bargaining Agreement” means any collective bargaining agreement or other contract with any labor organization or other representative.

“Confidentiality Agreement” means that certain Mutual Non-Disclosure Agreement, dated as of December 9, 2024, by and between Fubo and Disney, as may be amended, supplemented or modified from time to time.

“Continuing Employee” means each employee of Fubo or any of its Subsidiaries, immediately prior to the Closing, who remains in the employ of Newco or any of its Subsidiaries after the Closing.

“Conversion” means the conversion of Fubo from a Florida corporation to a Delaware corporation, immediately prior to the Closing, on the terms and subject to the conditions set forth in the Business Combination Agreement and the Plan of Conversion.

“Conversion Documents” means, collectively, the Plan of Conversion, the Florida Articles of Conversion, the Delaware Certificate of Conversion, the Delaware Certificate of Incorporation and the Delaware Bylaws.

“Conversion Proposal” means the proposal under this proxy statement to approve (i) the Conversion, (ii) the authorization and adoption of the Plan of Conversion and (iii) the authorization and adoption of the Delaware Certificate of Conversion (see the section of this proxy statement captioned “The Proposals—Proposal No.3—The Conversion Proposal”).

“Delaware Certificate of Conversion” means the certificate of conversion to be filed by Fubo with the DSOS pursuant to the Plan of Conversion.

“DGCL” means the Delaware General Corporation Law.

“Disney” means The Walt Disney Company, a Delaware corporation.

“Disney Retained Business” means any business conducted by Disney or any of its affiliates, whether undertaken prior to or after the Signing Date, other than the Hulu Live Business.

“Disney Retained Liabilities” means all liabilities of Disney or any of its affiliates other than Hulu Live Business Liabilities, including: (i) all liabilities arising out of or relating to the Hulu Reorganization or the

HL Contribution; (ii) all liabilities arising out of or relating to contracts which are not HL Contracts; (iii) all accounts payable and accrued liabilities arising out of or relating to the ownership, operation or conduct of (a) the Disney Retained Business or otherwise in respect of the Disney Retained Business or (b) the Hulu Live Business or the Hulu Live Business Assets prior to the HL Contribution; (iv) all liabilities that are expressly contemplated to be retained by Disney or any of its affiliates pursuant to the Business Combination Agreement, the Ancillary Agreements or the Reorganization Documents; (v) all liabilities arising as a result of any of Disney or any of its affiliates, at any time, being the owner, lessee, lessor or occupant of, or the operator of, the activities of the Disney Retained Business; (vi) all liabilities in respect of any Action, pending or threatened, and claims, whether or not presently asserted, arising out of or relating to the ownership, operation or conduct of the Disney Retained Business; (vii) all liabilities regarding any current, former or prospective employees or other service providers of Disney or any of its affiliates; (viii) all Disney Retained Tax Liabilities; and (ix) certain liabilities described on the Hulu Disclosure Letter; provided that, “Disney Retained Liabilities” will not include any (x) liabilities to the extent relating to the Transactions or the Settlement Transactions incurred by Fubo or any of its Subsidiaries (other than pursuant to the Business Combination Agreement or as otherwise expressly contemplated thereunder) or (y) accounts payable and accrued liabilities to the extent arising out of or relating to the operation or use of the Hulu Live Business Assets from and after the HL Contribution, in each case of clauses (x) and (y), other than the Disney Retained Tax Liabilities.

“Disney Retained Tax Liabilities” means (i) all income taxes imposed by any applicable Laws on Disney, any of its direct or indirect owners or affiliates, or any combined, unitary, or consolidated group of which any of the foregoing is or was a member, (ii) all HL Asset Taxes that became due and payable prior to the HL Contribution, (iii) all taxes to the extent arising out of or relating to the Hulu Reorganization or the HL Contribution (other than transfer taxes allocated to Newco pursuant to the Business Combination Agreement), and (iv) any taxes imposed on or with respect to the ownership or operation of the Disney Retained Business or that are attributable to any asset of Disney or any of its direct or indirect owners or affiliates that is not part of the Hulu Live Business Assets.

“DLLCA” means the Delaware Limited Liability Company Act.

“DSOS” means the Secretary of State of the State of Delaware.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

“Exchange of Assets Proposal” means the proposal under this proxy statement to approve the exchange of all or substantially all of Fubo’s assets for the Fubo-Owned Newco Units (see the section of this proxy statement captioned “The Proposals—Proposal No.2—The Exchange of Assets Proposal”).

“Existing Notes” means Fubo’s 3.25% Convertible Senior Notes due 2026 and Convertible Senior Secured Notes due 2029.

“Existing Registration Rights Agreement” means that certain Registration Rights Agreement, dated as of January 2, 2024, by and between Fubo and the investors party thereto.

“FBCA” means the Florida Business Corporation Act.

“FDOS” means the Florida Department of State, Division of Corporations.

“Florida Articles of Conversion” means the articles of conversion to be filed by Fubo with the FDOS pursuant to the Plan of Conversion.

“French Put Option” means that certain Put Option Agreement, dated as of the Signing Date, by and between Fubo and Hulu.

“Fubo” means fuboTV Inc., a Florida corporation. In addition, the terms “we”, “us”, and “our” refer to Fubo.

“Fubo 10-K” means Fubo’s annual report on Form 10-K for the fiscal year ended December 31, 2024.

“Fubo Ad Sales Employee” means each employee of Fubo who is set forth on the Fubo Disclosure Letter and any individual that is hired to replace any such employee prior to the Closing Date in accordance with Section 6.01 of the Business Combination Agreement, including, in each case, each such employee who as of the Closing Date is on a leave of absence or vacation; provided, however, that Fubo may elect to remove

employees from the Fubo Disclosure Letter in its discretion, prior to the Closing, upon written notice to Hulu, and the Fubo Disclosure Letter will be deemed automatically updated to reflect any such removal or any termination of the employment of any employee identified on the Fubo Disclosure Letter from time to time for any reason.

“Fubo Benefit Plans” means all employee benefit plans or compensation arrangements of any type, including (i) Fubo Stock Plans, (ii) “employee benefit plans” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (iii) any other pension, profit-sharing, bonus, incentive compensation, deferred compensation, vacation, sick pay, stock purchase, stock option, phantom equity, unemployment, hospitalization or other medical, life or other insurance, long- or short-term disability, change of control, fringe benefit, or any other plan, program or policy providing benefits or compensation for the benefit of any current, former or retired employee, officer, consultant, independent contractor or director, and (iv) any individual employment, compensation, severance, consulting or similar agreement, in each case, that is sponsored, maintained or contributed to by Fubo or a Fubo Subsidiary, or with respect to which Fubo or a Fubo Subsidiary may have any liability (contingent or otherwise), excluding any plan or program that is sponsored solely by a governmental entity.

“Fubo Board Recommendation Change” means any of the following actions by the Fubo Board or any committee thereof: (i) withdraw, amend, modify or qualify the Fubo Board Recommendation in a manner adverse to Hulu, (ii) publicly approve or recommend an Alternative Proposal, (iii) fail to include the Fubo Board Recommendation in the proxy statement when disseminated to the shareholders of Fubo, (iv) if any Alternative Proposal structured as a tender offer or exchange offer for the outstanding shares of Fubo Common Stock is commenced pursuant to Rule 14d-2 under the Exchange Act (other than by Hulu or an affiliate of Hulu), fail to recommend, within ten business days after such commencement, against acceptance by the shareholders of Fubo of such tender offer or exchange offer or (v) publicly propose to do any of the foregoing.

“Fubo Common Stock” means the common stock, par value $0.0001 per share, of Fubo.

“Fubo Disclosure Letter” means the confidential disclosure letter delivered by Fubo to Hulu concurrently with the execution and delivery of the Business Combination Agreement.

“Fubo Equity-Based Awards” means, collectively, each Fubo Option, each Fubo Restricted Stock Unit and each Fubo Performance Stock Unit.

“Fubo Material Contract” means any contract (excluding any Fubo Benefit Plan or Collective Bargaining Agreement) to which Fubo or any Fubo Subsidiary is a party or by which Fubo or any Fubo Subsidiary or any of their respective properties or assets is bound that: (i) is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) except for intercompany transactions among Fubo and the Fubo Subsidiaries in the ordinary course of business consistent with past practices, provides for the borrowing of money (including any guarantee thereof) or is a mortgage, security agreement, capital lease or similar agreements, in each case in excess of $25 million, or creates a lien other than a permitted lien on any material asset of Fubo or any Fubo Subsidiary; (iii) limits or purports to limit the ability of Fubo or any of its affiliates to compete or engage in any line of business, in any geographic area or with any person, and that, in each case, is material to Fubo and the Fubo Subsidiaries considered as a single enterprise; (iv) except for intercompany transactions among Fubo and the Fubo Subsidiaries in the ordinary course of business consistent with past practices, (A) grants or licenses to Fubo or any Fubo Subsidiary the right to use any material Intellectual Property owned by (or licensed to) a third party, other than (w) contracts with payment obligations of less than $15 million per year, (x) contracts for any off-the-shelf, commercially available software, (y) non-disclosure or confidentiality agreements entered into in the ordinary of course of business that provide Fubo or any of the Fubo Subsidiaries with an incidental permitted use right to confidential information or (z) non-exclusive licenses of any such material Intellectual Property that are merely incidental to the transaction contemplated in such license, (B) grants or licenses to any third party the right to use any material Intellectual Property owned by (or licensed to) Fubo or any Fubo Subsidiary, other than (x) non-exclusive licenses of any such material Intellectual Property in the ordinary course of business, (y) non-disclosure or confidentiality agreements entered into in the ordinary of course of business that provide any third party with an incidental permitted use right to confidential information or (z) non-exclusive licenses of any such material Intellectual Property that are merely incidental to the transaction contemplated in such license, or (C) includes any material covenant not to sue or assert or

immunity from suit with respect to any Intellectual Property, including any material coexistence agreements and material settlement agreements; (v) is a Carriage Agreement or any other similar contract relating to the retransmission, distribution, carriage, display or broadcast of any programming service, channel or network, which involves annual payments in excess of $15 million; (vi) relates to the acquisition or disposition of any business, assets or properties (whether by merger, sale of stock, sale of assets or otherwise) for aggregate consideration under such contract in excess of $10 million (A) that was entered into after January 1, 2023 or (B) pursuant to which any earn-out, indemnification or deferred or contingent payment obligations remain outstanding that would reasonably be expected to involve payments by or to Fubo or any Fubo Subsidiary of more than $10 million after the Signing Date; (vii) any other contract that provides for the sale or provision of goods, services, equipment or other assets from or to Fubo or any Fubo Subsidiary in any twelve month period of $10 million or more in any individual case that is not terminable by Fubo or any Fubo Subsidiary upon notice of ninety (90) days or less without material liability to Fubo and the Fubo Subsidiaries considered as a single enterprise and which is not disclosed pursuant to the preceding subsections of this definition; or (viii) any contract, or group of contracts with a person (or group of affiliated persons), the termination of which would, individually or in the aggregate, reasonably be expected to have a Fubo Material Adverse Effect and is not otherwise disclosed pursuant to this definition.

“Fubo OpCo” means a Delaware limited liability company that Fubo will form as a direct wholly owned subsidiary prior to the Closing pursuant to the Fubo Reorganization.

“Fubo Option” means an option to purchase Fubo Common Stock outstanding under the Fubo Stock Plans or otherwise.

“Fubo Performance Stock Unit” means an award of performance-based restricted stock units with respect to Fubo Common Stock outstanding under the Fubo Stock Plans or otherwise.

“Fubo Reorganization Documents” means any bills of sale, deeds, assignments and assumptions, leases, subleases, stock powers, certificates of title and other instruments of transfer, conveyance and assignment (including supplemental transfer tax forms, if applicable) that Fubo and any of its applicable Subsidiaries execute and deliver to give effect to and evidence the Fubo Contribution, to form Fubo OpCo and to consummate the Fubo Reorganization.

“Fubo Restricted Stock Unit” means an award of restricted stock units with respect to Fubo Common Stock outstanding under the Fubo Stock Plans or otherwise.

“Fubo SEC Documents” means all forms, reports, schedules, registration statements, definitive proxy statements and other documents, including all exhibits thereto, required to be filed by Fubo with the SEC.

“Fubo Shareholders” means the holders of shares of Fubo Common Stock.

“Fubo Stock Plans” means the 2015 Equity Incentive Plan, the 2020 Equity Incentive Plan, the 2022 Employment Inducement Equity Plan, the 2023 Employment Inducement Equity Incentive Plan and the 2024 Employment Inducement Equity Incentive Plan, each as amended to the Signing Date.

“Fubo Subsidiary” means any Subsidiary of Fubo.

“GAAP” means generally accepted accounting principles in the United States.

“HL” means a Delaware limited liability company that Hulu will form as a direct wholly owned subsidiary prior to the Closing pursuant to the Hulu Reorganization.

“HL Asset Taxes” means ad valorem, property, excise, severance, sales, use and similar taxes based upon the acquisition, operation or ownership of the Hulu Live Business Assets, but excluding, for the avoidance of doubt, income taxes and transfer taxes.

“Hulu Live Business” means 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 HL DMVPD Service.

“Hulu Live Business Assets” means, except as set forth in the Hulu Disclosure Letter, all of Hulu’s and its affiliates’ rights, title and interest in and to each of the following assets: (i) the transferred carriage agreements as set forth in the Hulu Disclosure Letter; (ii) the rights under the HL Subscriber Contracts (after giving effect

to the amendment to the terms and conditions of the HL Subscriber Contracts as set forth in the Business Combination Agreement (the “HL Subscriber Contract Terms Update”)); (iii) subject to the terms and conditions set forth in the Business Combination Agreement, all Personal Data and information regarding subscribers to the HL DMVPD Service (to the extent pertaining to the subscription to and use of the HL DMVPD Service and not, for the avoidance of doubt, information pertaining to any other part of such subscription), including all account information, personal information, technical data and viewing data (collectively, “Subscriber Data”) (which Subscriber Data and information will be managed by Hulu during the term of the HL Commercial Services Agreement); (iv) all advertising or sponsorship contracts exclusively related to the HL DMVPD Service; (v) all other assets (including Intellectual Property) exclusively related to the HL DMVPD Service; and (vi) all Intellectual Property constituting the “Live TV” brand.

“Hulu Live Business Liabilities” means all liabilities of Hulu and its affiliates to the extent (i) arising out of or relating to the Hulu Live Business or the Hulu Live Business Assets, (ii) such liabilities arise or are required to be performed after the date of the HL Contribution and (iii) solely in the case of liabilities arising under HL Contracts, such liabilities do not result from any failure to perform, improper performance or other breach, default or violation by Hulu or any of its affiliates as of or prior to the HL Contribution.

“HL Commercial Services Agreement” means the commercial services agreement to be entered into by and among Hulu, Newco, HL and Fubo OpCo, effective at the Closing.

“HL Contracts” means the contracts described in clauses (i), (ii) and (iii) of the definition of “Hulu Live Business Assets” above.

“HL Contribution” means the contribution at the Closing by Hulu of the Hulu Live Business and the Hulu Live Business Assets to Newco, via the transfer of all of Hulu’s right, title and interest in, to and under 100% of the equity interests of HL to Newco.

“HL DMVPD Service” means the linear multi-channel subscription video programming distribution service component of the offering known as “Hulu + Live TV” as of the Signing Date and operated by Hulu.

“HL Subscriber Contract” means any contract with subscribers or other customers to the HL DMVPD Service.

“HL Subsidiary” means each of Newco and HL.

“HL Transition Services Agreement” means the transition services agreement to be entered into between Hulu and HL, effective at the Closing.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

“Hulu Benefit Plan” means, any employee benefit plans or compensation arrangements of any type, including (i) equity incentive plans, (ii) “employee benefit plans” as defined in Section 3(3) of ERISA, (iii) any other pension, profit-sharing, bonus, incentive compensation, deferred compensation, vacation, sick pay, stock purchase, stock option, phantom equity, unemployment, hospitalization or other medical, life or other insurance, long- or short-term disability, change of control, fringe benefit, or any other plan, program or policy providing benefits or compensation, and (iv) any individual employment, compensation, severance, consulting or similar agreement, in each case, sponsored, maintained or contributed to (or required to be contributed to) by Hulu or any Hulu ERISA Affiliate.

“Hulu Brand License Agreement” means the Hulu brand license agreement to be entered into between HL and Hulu, effective at the Closing.

“Hulu Disclosure Letter” means the confidential disclosure letter delivered by Hulu to Fubo concurrently with the execution and delivery of the Business Combination Agreement.

“Hulu ERISA Affiliate” means any person (other than Hulu) that, together with Hulu, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code, excluding any HL Subsidiary.

“Hulu Material Contract” means any contract (excluding any Hulu Benefit Plan or Collective Bargaining Agreement) (x) to which the HL Subsidiaries will be a party to or by which any of their respective assets or

properties will be bound, in each case, as of the Closing, or (y) by which any Hulu Live Business Asset or the Hulu Live Business is otherwise bound, that: (i) except for intercompany transactions among Hulu and the HL Subsidiaries in the ordinary course of business consistent with past practices, provides for the borrowing of money (including any guarantee thereof) or is a mortgage, security agreement, capital lease or similar agreements, in each case in excess of $50 million, or creates a lien other than a permitted lien on any material asset of the Hulu Live Business; (ii) (A) limits or purports to limit the ability of the Hulu Live Business (or, following the Closing, the HL Subsidiaries or Fubo) to compete or engage in any line of business, in any geographic area or with any person, or (B) provides “most favored nation” rights (including with respect to pricing in favor of a person other than the HL Subsidiaries) and that, in each case, is material to the Hulu Live Business; (iii) is a Carriage Agreement or any other similar contract relating to the retransmission, distribution, carriage, display or broadcast of any programming service, channel or network by the Hulu Live Business, which involves annual payments in excess of $50 million; (iv) relates to the acquisition or disposition of any business, assets or properties (whether by merger, sale of stock, sale of assets or otherwise) for aggregate consideration under such contract in excess of $50 million (A) that was entered into after January 1, 2023 or (B) pursuant to which any earn-out, indemnification or deferred or contingent payment obligations remain outstanding that would reasonably be expected to involve payments by or to any HL Subsidiary or the Hulu Live Business after the date hereof; (v) is a HL Contract; (vi) is a contract that provides for the sale or provision of goods, services, equipment or other assets from or to the Hulu Live Business, Hulu or any of the HL Subsidiaries in any twelve month period of $50 million or more in any individual case that is not terminable by Hulu or any of the HL Subsidiaries upon notice of ninety (90) days or less without material liability to the Hulu Live Business or the other Hulu Live Business Assets and which is not otherwise disclosed pursuant to the Business Combination Agreement; (vii) is a settlement, conciliation or similar agreement, other than the Settlement Agreement, (A) pursuant to which Hulu or any of its Subsidiaries is obligated, after the Signing Date, to pay consideration, in each case, in excess of $50 million or (B) that would otherwise materially limit the operation of the Hulu Live Business as currently operated or the use of the Hulu Live Business Assets as currently used; (viii) is any other contract not made in the ordinary course of business consistent with past practice that is material to the Hulu Live Business or the other Hulu Live Business Assets or, as of the Closing, would reasonably be expected to be material to the HL Subsidiaries; or (ix) is a contract, or group of contracts with a person (or group of persons), the termination of which would, individually or in the aggregate, reasonably be expected to have a HL Material Adverse Effect and is not otherwise disclosed pursuant to this definition.

“Hulu Related Parties” means, collectively, Hulu, its affiliates, each of the direct and indirect shareholders, partners, managers or other equity security holders of Hulu or any of its affiliates and any representative of any of the foregoing.

“Hulu Reorganization Documents” means any bills of sale, deeds, assignments and assumptions, leases, subleases, stock powers, certificates of title and other instruments of transfer, conveyance and assignment (including supplemental transfer tax forms, if applicable) that Hulu and any of its applicable Subsidiaries execute and deliver to give effect to and evidence the HL Contribution and the transfer, conveyance, assignment and delivery of Hulu’s and its affiliates’ rights, title and interest in and to the Hulu Live Business Assets to the HL Subsidiaries, to form the HL Subsidiaries and to consummate the Hulu Reorganization.

“Indemnified Person” means any present or former individual who is or was a director, officer, member, manager or employee of Fubo or any of the Fubo Subsidiaries or such person who is or was serving, at the request of Fubo or any of the Fubo Subsidiaries, as a director, officer, member, manager or fiduciary of any other person.

“Intellectual Property” means intellectual property and intellectual property rights existing under the laws in any jurisdiction, including all (a) patents and applications therefor, including reissuances, revisions, extensions, reexaminations, provisionals, divisions, continuations, continuations in part and renewals, (b) trademarks, service marks, logos, trade dress, trade names and other indicia of origin, whether registered or unregistered, and all applications or registrations for the foregoing, all renewals and extensions thereof and all common law rights and goodwill associated therewith and symbolized thereby (collectively, “Marks”), (c) URLs, Internet domain names and social media accounts, (d) works of authorship, copyrights (whether registered or unregistered) and registrations and applications therefor, and all renewals, extensions, restorations and reversions thereof, (e) trade

secrets and other confidential or proprietary information, know-how, inventions, discoveries, improvements, methods, techniques, systems, processes, procedures, programs, codes, designs, compilations, formulas, schematics and drawings and (f) all other intellectual property or proprietary rights.

“Intended Tax Treatment” means (i) the Conversion shall qualify as a reorganization under the provisions of Section 368(a) of the Code, (ii) each HL Subsidiary will be at all times from its formation until the Closing classified as a disregarded entity for U.S. federal income tax purposes, (iii) as of the Closing, no HL Subsidiary will be the successor of any other entity under Section 381 of the Code (or any similar provision of applicable tax Law), (iv) actions described in clauses (ii) and (iii) of the definition of “Hulu Reorganization” be disregarded for U.S. federal income tax purposes and (v) the Fubo Contribution and HL Contribution shall be treated as a contribution of the assets of Fubo OpCo and HL, respectively, in exchange for partnership interests in Newco governed by Section 721 of the Code and the assumption by Newco of certain “qualified liabilities” (within the meaning of Treasury Regulations Section 1.707-5(a)(6)) of Fubo OpCo and HL, respectively and to the extent applicable, as a reimbursement of certain preformation capital expenditures pursuant to Treasury Regulations Section 1.707-4(d).

“Intervening Event” means a fact, circumstance, occurrence, event, development, change or condition that (a) was not known to the Fubo Board as of the Signing Date or, if known, the material consequences of which were not reasonably foreseeable by the Fubo Board as of the Signing Date and (b) does not relate to an Alternative Proposal; provided that no fact, circumstance, occurrence, event, development, change or condition to the extent directly or indirectly resulting from, attributable to or arising out of any of the following will (either alone or in combination) be taken into account when determining whether an Intervening Event has occurred: (i) changes in Fubo’s stock price or the trading volume of Fubo’s stock, in and of itself, (ii) Fubo meeting or exceeding any estimates or expectations of Fubo’s revenue, earnings or other financial performance or results of operations for any period, in and of itself, or (iii) Fubo meeting or exceeding any internal budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations, in and of itself (but not, in each case, the underlying cause of such changes or facts, unless such changes or facts would otherwise be excepted from this definition of an Intervening Event).

“Law” means any foreign, federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, statute, ordinance, code, rule, regulation, or other similar requirement enacted, adopted, promulgated or applied by a governmental entity.

“Loss” means any damages, losses, liabilities, obligations, claims of any kind, taxes, interest, fines, penalties, awards, payments, costs, charges, sanctions, settlements, or expenses (including reasonable and documented third-party attorneys’ fees and expenses).

“Molotov” means Molotov SAS, a wholly owned French subsidiary of Fubo.

“Newco” means a Delaware limited liability company that Hulu will form as a direct wholly owned subsidiary prior to the Closing pursuant to the Hulu Reorganization.

“Newco Operating Agreement” means the amended and restated limited liability company agreement of Newco, effective at the Closing.

“Newco Plans” means any employee benefit plans and compensation arrangements established, maintained or contributed to by Newco and its Subsidiaries that cover any of the Continuing Employees following the Closing.

“Newco Units” has the meaning ascribed to the term “Units” in the Newco Operating Agreement.

“New Registration Rights Agreement” means the registration rights agreement to be entered into between Fubo and Hulu, effective at the Closing.

“Non-Continuing Fubo Ad Sales Employees” means any Fubo Ad Sales Employee who does not become employed by Hulu or an affiliate of Hulu for any reason.

“NYSE” means the New York Stock Exchange.

“Order” means any order, judgment, award, decision, decree, injunction, ruling, writ or assessment of, or agreement with, any governmental entity (whether temporary, preliminary or permanent) that is binding on any person or its property under applicable Law.

“person” means an individual, corporation, partnership, joint venture, association, trust, unincorporated organization, limited liability company or governmental or other entity.

“Personal Data” means any information that alone or in combination with other information could be used to identify, or otherwise relates to, a natural individual or household, and includes information that is defined as “personal data”, “personally identifiable information”, “personal information” or any similar term under any applicable law.

“Plan of Conversion” means the Plan of Conversion of Fubo contemplated by the Business Combination Agreement, a copy of which is attached as Annex B to this proxy statement, to be adopted in connection with the Conversion.

“Record Date” means [•], 2025.

“Regulatory Laws” means the Sherman Act, as amended, the Clayton Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other federal, state or foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other applicable Laws, including any antitrust, competition or trade regulation laws, that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition through merger or acquisition or any Laws with respect to foreign investment.

“Reorganization Documents” means, collectively, the Fubo Reorganization Documents and the Hulu Reorganization Documents.

“Requisite Shareholder Approval” means approval of the Business Combination Agreement (including the Fubo Contribution), the Fubo Issuance and the Conversion (including the Plan of Conversion and the Certificate of Incorporation of Fubo).

“Resignation Letter” means a resignation letter, in a form reasonably acceptable to Fubo, executed and delivered by a director of Fubo effectuating such director’s resignation as a director of Fubo effective as of the Closing.

“SEC” means the Securities and Exchange Commission or any successor thereto.

“Securities Act” means the Securities Act of 1933, as amended, together with the rules and regulations promulgated thereunder.

“Settlement” means the settlement between the Plaintiffs fuboTV Inc. and fuboTV Media Inc. (collectively, the “Plaintiffs”) and Defendants The Walt Disney Company, ESPN, Inc., ESPN Enterprises, Inc., Hulu, LLC, Fox Corporation, and Warner Bros. Discovery, Inc. (collectively, the “Defendants”) that resolved all claims in the case fuboTV Inc. v. The Walt Disney Co., No. 24-cv-1363-MMG (S.D.N.Y.) as detailed in the Settlement Documents.

“Settlement Documents” means the contracts entered into by the Plaintiffs and the Defendants with respect to the Settlement, including the Settlement Agreement, dated as of the Signing Date, by and between the Plaintiffs and the Defendants (the “Settlement Agreement”), and the contracts and other documents and instruments entered into or contemplated to be entered into in connection with the Settlement Agreement.

“Settlement Transactions” means the transactions contemplated by the Settlement and the Settlement Documents.

“Share Issuance” means the issuance by Fubo, at the Closing, to Hulu of a number of 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 shares of Class B Common Stock.

“Share Issuance Proposal” means the proposal under this proxy statement to approve the Share Issuance (see the section of this proxy statement captioned “The Proposals—Proposal No.4—The Share Issuance Proposal”).

“Special Meeting” means the special meeting of the shareholders of Fubo to be held on [•], 2025 at 10:00 a.m., Eastern time, and any adjournment or postponement thereof, by means of a live interactive webcast on the internet at www.virtualshareholdermeeting.com/FUBO2025SM.

“Stockholders Agreement” means the stockholders agreement to be entered into between Hulu and Fubo, effective at the Closing.

“Subsidiary” means, with respect to any person, another person, an amount of the voting securities or other voting ownership interests of which is sufficient, together with any contractual rights, to elect at least a majority of its board of directors or other governing body (or, if there are no such voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first person. At all times after the Closing, (a) Newco and its Subsidiaries will be deemed to be Subsidiaries of Fubo and (b) Fubo, Newco and their respective Subsidiaries, on the one hand, will be deemed to not be Subsidiaries of Hulu or any direct or indirect parent company thereof (including Disney) or any other Subsidiary of any such parent company, on the other hand.

“Superior Proposal” means a written, bona fide Alternative Proposal that did not result from a breach of Fubo’s non-solicitation obligations under the Business Combination Agreement for a transaction or series of related transactions contemplated under certain clauses of the definition of “Alternative Transaction” on terms that the Fubo Board determines in good faith, after consultation with Fubo’s outside legal counsel and financial advisor(s), taking into account all financial, legal, regulatory, timing and other aspects of such Alternative Proposal, to be more favorable to the shareholders of Fubo, from a financial point of view, than the transactions contemplated by the Business Combination Agreement (including any adjustment to the terms and conditions proposed by Hulu in response to such proposal); provided, however, that for purposes of the reference to an “Alternative Proposal” in this definition of a “Superior Proposal”, all references to (a) “more than twenty percent (20%)” in the definition of “Alternative Transaction” will be deemed to be references to “a majority” and (b) “less than eighty percent (80%)” will be deemed to be references to “less than a majority”.

“Tax Receivables Agreement” means the tax receivables agreement to be entered into by and among Fubo, Newco and Hulu, effective at the Closing.

“Transaction Litigation” means any shareholder demands, litigations, arbitrations or other similar actions (including derivative claims) commencing against Fubo, any Fubo Subsidiary or any of their respective directors or officers relating to the Business Combination Agreement, the Transactions or any other transactions contemplated thereby.

“Transactions” means the transactions contemplated by the Business Combination Agreement.

“Transaction Compensation Proposal” means the proposal under this proxy statement to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable by Fubo to Fubo’s named executive officers in connection with the Transactions (see the section of this proxy statement captioned “The Proposals—Proposal No.6—The Transaction Compensation Proposal”).

“Treasury Regulations” means the Treasury regulations promulgated under the Code.

“TWDC” means, collectively, Disney, as well as the Subsidiaries through which its various businesses are actually conducted.

This proxy statement includes forward-looking statements within the meaning of Section 27A of the Securities Act and the Exchange Act. These forward-looking statements, which are subject to a number of risks, uncertainties, and assumptions, generally relate to future events or our future financial or operating performance. In some cases, you can identify these statements by forward-looking words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “design,” “intend,” “expect,” “could,” “plan,” “potential,” “predict,” “seek,” “should,” “would,” “target,” “project,” “contemplate,” or the negative version of these words and other comparable terminology that concern our expectations, strategy, plans, intentions, or projections. Forward-looking statements contained in this proxy statement include, but are not limited to, statements regarding the Transactions, including the anticipated timing and likelihood of completion thereof and anticipated benefits therefrom, the value of the Class A Common Stock upon the completion of the Transactions, the contemplated commercial agreements with Disney, Hulu and certain of their respective affiliates, the future performance of Fubo, Newco and the Hulu Live Business, the combined company’s future financial and operating results, projected cash flow and liquidity, organizational structure, management and other plans, objectives, expectations and intentions, and other statements that are not historical facts.

We have based the forward-looking statements contained in this proxy statement primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, prospects, business strategy and financial needs. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including that (i) the completion of the Transactions may not occur on the anticipated terms and timing or at all, (ii) the required regulatory approvals may not be obtained, or that in order to obtain such regulatory approvals, conditions may be imposed that adversely affect the anticipated benefits from the Transactions or cause the parties to abandon the Transactions, (iii) the risk that a condition to closing of the Transactions may not be satisfied, (iv) the risk that the anticipated tax treatment of the Transactions is not obtained, (v) potential litigation relating to the Transactions that could be instituted against Fubo or its directors, (vi) potential adverse reactions or changes to business relationships may result from the announcement or completion of the Transactions, (vii) risks associated with third party contracts containing consent and/or other provisions that may be triggered by the Transactions, (viii) negative effects may result from the announcement or the consummation of the Transactions on the market price of Fubo’s common stock, (ix) the potential impact of unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition and losses on the future prospects, business and management strategies for the management, expansion and growth of Fubo’s operations after the consummation of the Transactions and on the other conditions to the completion of the Transactions, (x) disruptions from the Transactions may harm Fubo’s business, including current plans and operations, (xi) Fubo may not be able to retain or hire key personnel, (xii) there may be adverse legal and regulatory developments or determinations or adverse changes in, or interpretations of, United States or foreign laws, rules or regulations, including tax laws, rules and regulations, that could delay or prevent completion of the Transactions or cause the terms of the Transactions to be modified, and (xiii) there may be risks associated with management’s response to any of the aforementioned factors, in addition to those described in “Risk Factors,” “Management’s Discussion and Analysis of Results of Operations and Financial Condition of Fubo” and “Management’s Discussion and Analysis of Results of Operations and Financial Condition of the Hulu Live Business” in this proxy statement; “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” in Fubo’s annual report on Form 10-K for the fiscal year ended December 31, 2024; and subsequent filings with the SEC. These risks are not exhaustive. Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the forward-looking events and circumstances discussed in this proxy statement may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements and you should not place undue reliance on our forward-looking statements.

In addition, forward-looking statements are based upon information available to us as of the date of this proxy statement, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.

The forward-looking statements made in this proxy statement relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this proxy statement to reflect events or circumstances after the date of this proxy statement or to reflect new information or the occurrence of unanticipated events, except as required by law.

The following questions and answers are intended to briefly address some commonly asked questions regarding the Business Combination Agreement and the Transactions. You are encouraged to carefully read the remainder of this proxy statement and its annexes and the documents that are referred to in this proxy statement and to pay special attention to the sections of this proxy statement captioned “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors,” because the information contained in this section may not provide all the information that might be important to you with respect to the Business Combination Agreement and the Transactions. For further information, see the section of this proxy statement captioned “Where You Can Find More Information.”

Fubo, Disney and Hulu wish to combine Fubo and the Hulu Live Business. The Business Combination Agreement contemplates, through a series of steps outlined below, among other things: (i) (a) Hulu contributing the Hulu Live Business and the Hulu Live Business Assets to Newco, and (b) Fubo undergoing an “Up-C” reorganization and contributing its business to Newco in exchange for Newco Units such that, after giving effect to such contribution, Hulu will hold a number of Newco Units representing, in the aggregate, a 70% economic interest in Newco and Fubo will hold a number of Newco Units representing, in the aggregate, a 30% economic interest in Newco; and (ii) Fubo issuing to Hulu shares of Class B Common Stock representing, in the aggregate, a 70% voting interest in Fubo (calculated on a fully-diluted basis).

Specifically, prior to the Closing, each of Fubo and Hulu will complete a reorganization pursuant to which the parties will, among other things, take the following steps, in each case, on the terms and subject to the conditions set forth in the Business Combination Agreement:

At the Closing, on the terms and subject to the conditions set forth in the Business Combination Agreement, the parties will, among other things, take the following steps:

Prior to the Closing, as part of the Hulu Reorganization, Newco will be formed by Hulu as a wholly owned subsidiary of Hulu. Newco will be a Delaware limited liability company which will, following the consummation of the

Transactions, own Fubo’s business and the Hulu Live Business, as each existed prior to the consummation of the Transactions. As part of the Transactions, Newco will issue to Fubo a number of Newco Units such that, after giving effect to such contribution, (i) Hulu will hold a number of Newco Units representing, in the aggregate, a 70% economic interest in Newco and (ii) Fubo will hold a number of Newco Units representing, in the aggregate, a 30% economic interest in Newco. Newco will be governed by the Newco Operating Agreement. The operations of Newco will be managed by Fubo as the sole managing member. The managing member will control all of the day-to-day business affairs and decision-making of Newco without the approval of the other member, Hulu. For further information on the terms and provisions of the Newco Operating Agreement, see the section of this proxy statement captioned “Certain Agreements Related to the Share Issuance—Newco Operating Agreement.”

The Fubo Board (i) has unanimously determined that it was in the best interests of Fubo and the Fubo Shareholders for Fubo to enter into the Business Combination Agreement and approved the Business Combination Agreement and the consummation of the Transactions and (ii) unanimously recommends that you vote “FOR” each proposal to be voted on at the Special Meeting. The Fubo Board believes the Transactions will benefit Fubo Shareholders. For further information on the Fubo Board’s recommendation and reasons for the Transactions, see the section of this proxy statement captioned “The Transactions—Recommendation of the Fubo Board and Reasons for the Transactions.”

Fubo will receive Newco Units representing, in the aggregate, a 30% economic interest in Newco. The Business Combination Agreement does not provide for any adjustments to this percentage, which (i) provides certainty of the percentage of Newco to be received by Fubo, (ii) reduces the risks to Fubo Shareholders of any deterioration of Fubo’s business during the pendency of the Transactions and (iii) affords Fubo Shareholders the opportunity to benefit from any improvements in the financial condition of the Hulu Live Business during the pendency of the Transactions. The absence of such adjustment increases the risk to Fubo Shareholders of any deterioration in the Hulu Live Business during the pendency of the Transactions and affords Hulu the opportunity to benefit from any improvements in the financial condition of Fubo during the pendency of the Transactions.

As a result of the Transactions, Fubo will (i) become a Delaware corporation, (ii) continue to be a publicly traded company and (iii) have two outstanding classes of common stock, the Class A Common Stock, which will be listed on the NYSE under the ticker “FUBO”, and the Class B Common Stock, which will not be publicly listed. Fubo’s sole asset following the Closing will be the Newco Units received in the Transactions.

Each Fubo Shareholder will receive one share of Class A Common Stock for each share of Fubo Common Stock that such Fubo Shareholder holds as of the effective time of the Conversion. The outstanding shares of Class A Common Stock will continue to trade on the New York Stock Exchange under the same ticker symbol that shares of Fubo Common Stock currently trade under, “FUBO”. The conversion of your shares of Fubo Common Stock to shares of Class A Common Stock will occur automatically and will not require any action by you.

Following the Share Issuance, the Fubo Shareholders, collectively, will hold 30% of the voting power of the outstanding shares of capital stock of Fubo and Hulu will hold the remaining 70% of the voting power through its ownership of the shares of Class B Common Stock issued in the Share Issuance.

Fubo’s sole asset following the Closing will be the Newco Units received in the Transactions, and the value of a share of Class A Common Stock following the Closing will therefore depend on the value of Newco as of the Closing. The value of Fubo’s business has historically fluctuated, has fluctuated since the date of the announcement of the Business Combination Agreement and will continue to fluctuate from the date of this proxy statement until the date the Transactions are completed. The Hulu Live Business and Hulu Live Business Assets have historically been integrated into Hulu’s (and therefore Disney’s) business and their value cannot be determined with certainty. Further, the Business Combination Agreement does not provide for any adjustments to the ownership percentage of Newco to be received by Fubo in the Transactions or the number of shares of Class A Common Stock to be issued for each share of Fubo Common Stock at the Closing. Because the ownership percentage of Newco to be received by Fubo and the

number of shares of Class A Common Stock to be received for each share of Fubo Common Stock will not be adjusted to reflect any changes in the value of Fubo or the Hulu Live Business, the value of a share of Class A Common Stock may be higher or lower than the value of a share of Fubo Common Stock on earlier dates. Therefore, until the completion of the Transactions, Fubo Shareholders will not know or be able to determine with certainty the value, on a fully diluted basis, of the shares of Class A Common Stock that they will receive pursuant to the Transactions. On January 3, 2025, which was the last trading day before the public announcement of the Transactions, the closing price on the NYSE was $1.44 per share of Fubo Common Stock. On [•], 2025, which was the latest practicable date before the printing of this proxy statement, the closing price on the NYSE was $[•] per share of Fubo Common Stock.

For further information on the historical market price of Fubo Common Stock, see the section of this proxy statement captioned “Market Prices”.

Changes in the market price of Fubo Common Stock may result from a variety of factors that are beyond the control of Fubo, including, but not limited to, changes in Fubo’s businesses, operations and prospects, regulatory considerations, governmental actions, and legal proceedings and developments. You are encouraged to obtain up-to-date market prices for shares of Fubo Common Stock.

As of the Closing, each option to purchase Fubo Common Stock outstanding under the Fubo Stock Plans or otherwise (referred to herein as a Fubo Option), each award of restricted stock units with respect to Fubo Common Stock outstanding under the Fubo Stock Plans or otherwise (referred to herein as a Fubo Restricted Stock Unit) and each award of performance-based restricted stock units with respect to Fubo Common Stock outstanding under the Fubo Stock Plans or otherwise (referred to herein as a Fubo Performance Stock Unit), whether vested or unvested as of the Closing, will continue to remain an issued and outstanding Fubo Option, Fubo Restricted Stock Unit or Fubo Performance Stock Unit, as applicable, and continue to be subject to the same terms and conditions as of immediately prior to the Closing, as set forth in the Fubo Stock Plans and applicable award agreement.

However, the consummation of the Transactions will constitute a “change in control” within the meaning of the Fubo equity incentive plans (referred to herein as the Fubo Stock Plans) and applicable award agreements, and, with respect to any Fubo Equity-Based Award that is subject to performance-based vesting conditions, any specific treatment of the performance-based vesting conditions provided under the terms of such Fubo Equity-Based Awards, upon a “change in control” will apply as of the Closing.

If the Transactions are consummated, Fubo will effect a conversion from a Florida corporation to a Delaware corporation and therefore, following the Closing, Fubo will cease to be governed by Florida law and will become subject to Delaware law. Your rights as a Fubo Shareholder will be governed by the certificate of incorporation that will govern the resulting Delaware corporation (referred to herein as the Delaware Certificate of Incorporation), a copy of which is attached as Annex E to this proxy statement, and the bylaws adopted in accordance with Delaware law for the new resulting Delaware corporation (referred to herein as the Delaware Bylaws), a copy of which is attached as Annex F to this proxy statement. A comparison of your rights as a Fubo Shareholder under the Delaware Certificate of Incorporation and the Delaware Bylaws and your rights as a Fubo Shareholder under Fubo’s existing articles of incorporation, as amended, and amended and restated bylaws is discussed in the section of this proxy statement captioned “The Conversion—Description of Capital Stock and Comparison of Shareholder Rights and Corporate Governance Matters.”

As set forth in the Delaware Certificate of Incorporation, following the Closing, the Fubo Board will initially be comprised of nine members, who will be designated as follows: (i) five designated by Hulu, (ii) two designated by the Fubo Board as of immediately prior to the Closing and who (x) are reasonably acceptable to Hulu and (y) qualify as independent, (iii) one designated by Hulu and who qualifies as independent and (iv) the CEO of Fubo. Directors will be elected annually by plurality vote. Hulu will have the right to designate the initial chair of the Fubo Board following the Closing, with the Fubo Board determining the chair thereafter and the Fubo Board in effect immediately prior to the Closing will have the right to determine the initial lead independent director, with the independent directors determining such lead independent director thereafter.

Hulu will receive shares of Class B Common Stock representing, in the aggregate, a 70% voting interest in Fubo (calculated on a fully-diluted basis).

The Newco Operating Agreement will provide, among other things, Hulu with a redemption right pursuant to which Hulu may cause Newco to redeem all or a portion of its Newco Units, together with an equivalent number of shares of Class B Common Stock, in exchange for an equivalent number of shares of Class A Common Stock or, at Fubo’s option, cash, subject to Fubo’s right to elect to effect, in lieu of such a redemption, a direct exchange between Fubo and Hulu of cash or an equivalent number of shares of Class A Common Stock for such Newco Units and Class B Common Stock (provided that, in each case, Hulu may retract the exercise of its redemption or exchange right upon notice that Fubo intends to settle such redemption or exchange in cash). For further information on the terms and provisions of the Newco Operating Agreement, see the section of this proxy statement captioned “Certain Agreements Related to the Share Issuance—Newco Operating Agreement.”

Fubo, Hulu and Newco will also enter into the Tax Receivables Agreement, which will set forth the agreement among the parties regarding the sharing of certain tax benefits realized (or, in connection with an acceleration upon Fubo’s election to terminate the agreement, deemed realized) by Fubo. Fubo will be generally obligated to pay Hulu a percentage of the benefit realized by Fubo from the use of certain historic net operating loss carryforwards and similar attributes of Fubo, which do not include any tax attributes that are used to reduce or offset any income or gain arising from (i) the Transactions, (ii) the Settlement or (iii) the repayment or other refinancing of Fubo’s Convertible Senior Secured Notes due 2029 (such historic net operating loss carryforwards and similar attributes, the “Historic NOLs”), in an amount equal to the lesser of (i) 70% and (ii) Hulu’s ownership percentage of Newco as of the beginning of the taxable year in which such Historic NOL is utilized. Fubo will also be generally obligated to pay Hulu 70% of (a) the total tax benefit that Fubo realizes as a result of increases in tax basis in Newco’s assets resulting from the exchange of Newco Units for Class A Common Stock (or cash) pursuant to the Newco Operating Agreement and (b) other tax benefits attributable to payments under the Tax Receivables Agreement. For further information on the terms and provisions of the Tax Receivables Agreement, see the section of this proxy statement captioned “Certain Agreements Related to the Transactions—Tax Receivables Agreement.”

No. The Class B Common Stock will not be traded on an exchange.

However, at the Closing, Fubo and Hulu will enter into the New Registration Rights Agreement in respect of the Class A Common Stock (the “Registrable Securities”) received by Hulu in exchange for the Class B Common Stock that Hulu will receive in connection with the Transactions. Pursuant to the New Registration Rights Agreement, Fubo will be required to file a shelf registration statement with the SEC for the offer and sale of the Registrable Securities no later than ten business days following the Closing (or such later date as may be determined by Hulu, subject to the consent of Fubo, which consent shall not be unreasonably withheld, conditioned or delayed) and will be required to use its commercially reasonable efforts to cause such registration statement to become and remain effective, and to be supplemented and amended to the extent necessary, so long as any Registrable Securities remain outstanding. Furthermore, under the New Registration Rights Agreement, Hulu will have certain customary underwritten offering demand rights and piggyback registration rights. For further information on the terms and provisions of the New Registration Rights Agreement, see the section of this proxy statement captioned “Certain Agreements Related to the Share Issuance—New Registration Rights Agreement.”

Following the Closing, Hulu will own shares of Class B Common Stock and Newco Units. While each share of Class B Common Stock will have equal voting rights to a share of Class A Common Stock, it will have no economic rights, meaning holders of Class B Common Stock will have no right to dividends and no right to any assets in the event of liquidation of Fubo. Hulu will hold its economic interest through its direct ownership of Newco Units.

Hulu will have further rights as set forth in the Delaware Certificate of Incorporation. Among other rights, Hulu will have the right to (i) designate six members to the Fubo Board, one of which must be independent under NYSE rules, and (ii) designate the initial chair of the Fubo Board following the Closing. Hulu will lose its right to designate a majority of the members of the Fubo Board either (a) upon Hulu and its affiliates ceasing to own at least 50% of the

then-outstanding shares of Class A Common Stock and Class B Common Stock or (b) in connection with the consummation of certain mergers, acquisitions or similar transactions by Hulu or its affiliates. Thereafter, in the event that Hulu has lost its right to designate a majority of the members of the Fubo Board, Hulu’s designation rights would be subject to further step-downs based on the proportion of then-outstanding shares of Class A Common Stock and Class B Common Stock that it holds. For further information on the Delaware Certificate of Incorporation, see the section of this proxy statement captioned “The Conversion—Description of Capital Stock and Comparison of Shareholder Rights and Corporate Governance Matters.” Hulu will have certain additional rights, including certain information access rights, pursuant to the Stockholders Agreement. For further information on the Stockholders Agreement, see the section of this proxy statement captioned “Certain Agreements Related to the Share Issuance—Stockholders Agreement.”

Our corporate structure following the consummation of the Transactions will be what is commonly referred to as an “Up-C” structure. Under the “Up-C” structure, Fubo will be a holding company, the sole material asset of which will consist of Newco Units, and Fubo’s business will continue to be operated through Newco and its subsidiaries, one or more of which will be treated as partnerships or other “pass-through” entities for U.S. federal (and certain state and local) income tax purposes. Generally, following the consummation of the Transactions, Newco will not pay U.S. federal income tax on any income earned from its business but will instead allocate items of income or loss to the holders of the Newco Units (i.e., Hulu and Fubo), to report on such holders’ tax returns. Fubo will be the sole managing member of Newco and will be responsible for all operational, management and administrative decisions relating to Newco’s business, and Disney will consolidate the financial results of Fubo, Newco and its subsidiaries.

The “Up-C” structure will allow Hulu the option to continue to hold its economic ownership in Fubo in “pass-through” form for U.S. federal income tax purposes through its ownership of Newco Units. In addition, as a result of the “Up-C” structure, Fubo may, upon the redemption of Newco Units together with the cancellation of a corresponding number of shares of Class B Common Stock for Class A Common Stock or cash pursuant to the Newco Operating Agreement, receive an increase in the tax basis of the assets of Newco attributable to the Newco Units that Fubo holds, potentially resulting in certain tax benefits, such as additional depreciation and amortization deductions, that may reduce the income allocable to Fubo. It is unknown whether the foregoing perceived benefits of the “Up-C” structure will be achieved, and if so, the timing and amount of any such benefits.

Yes. As contemplated by the Business Combination Agreement, Hulu, HL, Fubo OpCo and/or Newco will enter into certain commercial agreements effective as of the Closing, including (i) the HL Transition Services Agreement, (ii) the HL Commercial Services Agreement and (iii) the Hulu Brand License Agreement, pursuant to which, among other things:

The HL Commercial Services Agreement will have an initial term of five years, renewable for an additional five-year term by mutual agreement of the parties thereto. The Hulu Brand License Agreement will have the same term as the HL Commercial Services Agreement and may be terminated only upon certain events, including the termination of the HL Commercial Services Agreement. The HL Transition Services Agreement will have a term of two years, subject to customary service extensions to the extent reasonably required.

While the commercial agreements described above are contingent upon the consummation of the Transactions, Fubo and certain affiliates of Disney also entered into a term sheet (referred to herein as the DMVPD Term Sheet) concurrently with executing the Business Combination Agreement that granted Fubo the right to offer a new Sports & Broadcast service featuring Disney’s sports and broadcast networks, including ABC, ESPN, ESPN2, ESPNU, SECN, ACCN, ESPNEWS, as well as ESPN+ (referred to herein as the Sports & Broadcast Service). The DMVPD Term Sheet granted Fubo the right to launch the Sports & Broadcast Service regardless of whether or when the Transactions are consummated. On April 26, 2025, the Sports & Broadcast Service was memorialized through an amendment to Fubo’s and Disney’s existing DMVPD agreement and the execution of a new direct-to-consumer service availability agreement.

On January 6, 2025, concurrently with the execution of the Business Combination Agreement, Fubo and its subsidiary, fuboTV Media Inc., and defendants Disney, ESPN, Inc., ESPN Enterprises, Inc., Hulu, Fox Corporation and Warner Brothers Discovery, Inc. (referred to herein, collectively with Fubo and fuboTV Media Inc., as the Settling Parties) entered into the Settlement Agreement in connection with Fubo’s lawsuit asserting federal and state antitrust claims against the defendants (referred to herein as the 2024 Litigation).

In connection with the Settlement, the Settling Parties agreed to settle all claims asserted in the 2024 Litigation and to dismiss all claims in the 2024 Litigation with prejudice.

The Settlement is not contingent upon the Closing and Fubo may not bring claims dismissed pursuant to the Settlement Agreement in the event the Transactions fail to close.

The Fubo management team in place immediately prior to the Closing will continue as Fubo’s management team immediately following the Closing.

Fubo Shareholders should be aware that the directors and executive officers of Fubo have interests in the Transactions that may be different from, or in addition to, the interests of Fubo Shareholders generally. These interests include, among other things, the expected continued employment of Fubo’s management following the Closing, the accelerated vesting of Fubo Equity-Based Awards of non-employee directors, the impact of the Transactions on performance-based Fubo Options, the impact of the Transactions on Fubo Performance Stock Units, certain severance entitlements and amounts payable under the retention bonus plan approved by the Fubo Board in an aggregate value of $20.5 million. For a further description of the interests of Fubo’s executive officers and directors in the Transactions, see the section of this proxy statement captioned “The Transactions—Interests of Executive Officers and Directors of Fubo in the Transactions.”

Completion of the Transactions is subject to certain closing conditions specified in the Business Combination Agreement, including (i) the approval of the Business Combination Agreement Proposal, the Exchange of Assets Proposal, the Conversion Proposal and the Share Issuance Proposal, (ii) the expiration or termination of any applicable waiting period under the HSR Act and the clearance or obtainment of applicable consents of any specified governmental entity required to be obtained with respect to the Transactions under the Business Combination Agreement, (iii) no enactment, issuance, promulgation or grant of any law or order, as applicable, by any governmental entity that is in effect and that has the effect of making the Transactions illegal or prohibiting or otherwise preventing the consummation of the Transactions, (iv) completion of the pre-closing reorganizations of Hulu and Fubo, in each case, in accordance with the Business Combination Agreement and the documents contemplated therein, (v) the acceptance of the documents effecting the Conversion by the applicable governmental officials in the State of Delaware and the State of Florida, (vi) the accuracy of the other party’s representations and warranties as of the date of the Business Combination Agreement, subject to certain customary materiality standards set forth in the Business Combination Agreement and the delivery by each party to the other party of a certificate certifying the same, (vii) compliance by each party, in all material respects, with its applicable pre-Closing obligations under the Business Combination Agreement, and (viii) delivery by each party to the other party of certain other closing deliverables, including, but not limited to, the Ancillary Agreements to which it is a party.

For further discussion of the conditions to the closing of the Transactions, see the section of this proxy statement captioned “The Business Combination Agreement—Conditions to the Closing of the Transactions.”

Fubo, Disney and Hulu are working to complete the Transactions as soon as possible. As described above, certain closing conditions must be satisfied or waived before Fubo, Disney and Hulu can complete the Transactions. Assuming timely satisfaction or waiver of the closing conditions, the Transactions are currently expected to close in the fourth quarter of calendar year 2025 or the first quarter of calendar year 2026.

If the Transactions are not completed for any reason, including as a result of the failure to obtain the required Fubo Shareholder Approval, Fubo will not undergo the Transactions, will not receive any Newco Units and will not enter into the commercial agreements with Disney, Hulu and certain of their respective affiliates as described in the section of this proxy statement captioned “Certain Agreements Related to the Transactions,” other than the commercial agreements contemplated by the DMVPD Term Sheet. Additionally, shares of Fubo Common Stock will not convert into shares of Class A Common Stock. Instead, Fubo will remain an independent public company. Furthermore, if the Transactions are not completed, and depending on the circumstances that cause the Transactions not to be completed, Fubo’s business, prospects or results of operation may be adversely impacted and the price of Fubo Common Stock may decline significantly. In addition, in specified circumstances in which the Business Combination Agreement is terminated, Fubo has agreed to pay Hulu a termination fee of $50 million as more fully described in the sections of this proxy statement captioned “The Business Combination Agreement—Termination of the Business Combination Agreement” and “The Business Combination Agreement—Fubo Termination Fee.”

In addition, the Settlement is not contingent upon the Closing and Fubo may not bring claims dismissed pursuant to the Settlement Agreement in the event the Transactions fail to close.

For more information regarding the effects on Fubo if the Transactions are not completed, the risks relating to the Transactions and the risks relating to Fubo’s business, see the sections of this proxy statement captioned “Risk Factors—Risks Relating to the Transactions,” “Risk Factors—Risks Relating to Fubo’s Business” and “The Transactions—Effects on Fubo if the Transactions are Not Completed.”

Fubo intends the Conversion, for U.S. federal income tax purposes, to qualify as a tax-free “reorganization” within the meaning of Section 368(a)(1)(F) of the Code. Assuming the Conversion qualifies as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code, then, for U.S. federal income tax purposes:

U.S. holders that have acquired different blocks of shares of Fubo Common Stock at different times or at different prices, and whose blocks of such shares of Fubo Common Stock are converted into shares of Class A Common Stock in the Conversion, should consult their tax advisors regarding the allocation of their aggregate tax basis among, and the holding period of, such shares of Class A Common Stock.

For a more complete discussion of certain federal income tax consequences of the Conversion to Fubo Shareholders, see the section of this proxy statement captioned “The Conversion—Certain Federal Income Tax Consequences.”

No appraisal rights will be available to Fubo shareholders in connection with the Transactions. For further information on appraisal rights in the context of the Transactions, see the sections of this proxy statement captioned “The Transactions—No Appraisal Rights,” “The Conversion—No Appraisal Rights,” and “No Appraisal Rights.”

Yes. We may not achieve the expected benefits of the Transactions, including as a result of the risks and uncertainties discussed in the section of this proxy statement captioned “Risk Factors,” which you should read carefully. Those risks include, among other things, risks relating to the uncertainty that we will be able to satisfy the closing conditions and complete the Transactions and, if we do so, that we will be able to successfully integrate Fubo’s business with the Hulu Live Business, and uncertainties relating to the performance of the combined businesses following the completion of the Transactions. There are also other risks associated with the Transactions that are described in that section.

If you have any questions or need assistance voting your shares, please contact our proxy solicitor:

Georgeson LLC

51 West 52nd Street, 6th floor

New York, NY 10019

Attention: Christopher M. Hayden

The following questions and answers are intended to briefly address some commonly asked questions regarding the Special Meeting. You are encouraged to carefully read the remainder of this proxy statement and its annexes and the documents that are referred to in this proxy statement and to pay special attention to the section of this proxy statement captioned “The Special Meeting,” because the information contained in this section may not provide all the information that might be important to you with respect to the Special Meeting. For further information, see the section of this proxy statement captioned “Where You Can Find More Information.”

We are sending you this proxy statement and the enclosed proxy card because the Fubo Board is soliciting your proxy, as a Fubo Shareholder, to vote on proposals in connection with the proposed business combination between Fubo and the Hulu Live Business. This proxy statement summarizes the information you need to know to vote at the Special Meeting. The Special Meeting will be a virtual meeting held solely by means of remote communication. We believe the virtual meeting technology provides expanded shareholder access while providing shareholders the same rights and opportunities to participate as they would have at an in-person meeting. All Fubo Shareholders who find it convenient to do so are cordially invited to virtually attend the Special Meeting. However, you do not need to attend the Special Meeting to vote your shares. Instead, you may vote and submit your proxy by phone, via the Internet, or by signing, dating, and returning the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in the United States. Instructions regarding how you can vote are contained on the proxy card.

We intend to begin delivering this proxy statement, the attached notice of our Special Meeting and the enclosed proxy card on or about [•], 2025 to all Fubo Shareholders who own shares of Fubo Common Stock as of the Record Date and are thus entitled to vote at the Special Meeting. At the close of business on the Record Date, there were [•] shares of Fubo Common Stock issued and outstanding and entitled to vote at the Special Meeting. Fubo Common Stock is our only class of stock entitled to vote at the Special Meeting.

The Record Date for the Special Meeting is [•], 2025. You are entitled to vote at the Special Meeting only if you were a shareholder of record of Fubo Common Stock at the close of business on the Record Date, or if you hold a valid proxy for the Special Meeting. Each outstanding share of Fubo Common Stock is entitled to one vote for all matters before the Special Meeting. At the close of business on the Record Date, there were [•] shares of Fubo Common Stock issued and outstanding and entitled to vote at the Special Meeting.

A record holder holds shares in his or her name with Fubo’s transfer agent, Equiniti Trust Company, LLC. Shares held in “street name” are held in the name of a bank, broker or other nominee on a person’s behalf.

Yes. If your shares are held by a bank, broker or other nominee, you are considered the “beneficial owner” of those shares held in “street name.” If your shares are held in street name, these proxy materials are being provided to you by your bank, broker or other nominee, along with a voting instruction card if you received printed copies of our proxy materials. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares, and the bank, broker or other nominee is required to vote your shares in accordance with your instructions.

The items of business schedule to be voted on at the Special Meeting are:

The Fubo Board unanimously recommends that you vote “FOR” the approval of each of the Business Combination Agreement Proposal, the Exchange of Assets Proposal, the Conversion Proposal, the Share Issuance Proposal, the Adjournment Proposal and the Transaction Compensation Proposal. For further information on the Fubo Board’s recommendation and reasons for the Transactions, see the section of this proxy statement captioned “The Transactions—Recommendation of the Fubo Board and Reasons for the Transactions.”

A quorum must be present at the Special Meeting for any business to be conducted. The presence at the Special Meeting, via live webcast or by proxy, of a majority in voting power of the stock issued and outstanding and entitled to vote at the meeting as of the close of business on the Record Date will constitute a quorum.

If a quorum is not present at the scheduled time of the Special Meeting, then either the person presiding over the meeting or the holders of a majority in voting power of the shares of Fubo Common Stock represented, and who would be entitled to vote at a meeting if a quorum were present, may adjourn the Special Meeting.

We recommend that shareholders vote by proxy even if they plan to participate in the online Special Meeting and vote electronically. If you are a shareholder of record of Fubo Common Stock, there are three ways to vote by proxy:

If your shares are held in street name through a bank, broker or other nominee, you will receive instructions on how to vote from the bank, broker or other nominee. You must follow their instructions in order for your shares to be voted. Internet and telephone voting also may be offered to shareholders owning shares through certain banks and brokers. If your shares are held in street name and you would like to vote at the Special Meeting, you may visit www.virtualshareholdermeeting.com/FUBO2025SM and enter the 16-digit control number included in the voting instruction card provided to you by your bank, broker or other nominee. If you hold your shares in street name and you did not receive a 16-digit control number, you may need to log in to your bank, broker or other nominee’s website and select the shareholder communications mailbox to access the meeting and vote. Instructions should also be provided on the voting instruction card provided by your bank, broker or other nominee.

A proxy is your legal designation of another person, referred to as a “proxy,” to vote your shares of Fubo Common Stock. The written document describing the matters to be considered and voted on at the Special Meeting is called a “proxy statement.” The document used to designate a proxy to vote your shares of Fubo Common Stock is called a “proxy card.” You may follow the instructions on the proxy card to designate a proxy by telephone or by the Internet in the same manner as if you had signed, dated and returned a proxy card. David Gandler, our Chief Executive Officer, and Gina DiGioia, our Chief Legal Officer and Corporate Secretary, each with the power to appoint his or her substitute, have been designated as proxy holders for the Special Meeting by the Fubo Board.

In order to allow greater attendance and participation, and to maintain a safe and healthy environment for our directors, management and shareholders, the Special Meeting will be a virtual meeting held solely by means of remote communication. We believe the virtual meeting technology provides expanded shareholder access while providing shareholders the same rights and opportunities to participate as they would have at an in-person meeting. You will be able to attend the Special Meeting online and submit your questions by visiting www.virtualshareholdermeeting.com/FUBO2025SM. You will also be able to vote your shares electronically at the Special Meeting. To participate in and vote at the Special Meeting, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. The meeting webcast will begin promptly at 10:00 a.m., Eastern Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 9:45 a.m., Eastern Time, and you should allow ample time for the check-in procedures. If your shares are held in street name and you did not receive a 16-digit control number, you may gain access to and vote at the Special Meeting by logging in to your bank, broker or other nominee’s website and selecting the shareholder communications mailbox to access the meeting. The control number will automatically populate. Instructions should also be provided on the voting instruction card provided by your bank, broker or other nominee. If you lose your 16-digit control number, you may join the Special Meeting as a “Guest,” but you will not be able to vote, ask questions, or access the list of shareholders as of the Record Date.

As part of the Special Meeting, we will hold a live Q&A session, during which we intend to answer appropriate questions submitted by shareholders during the meeting that are pertinent to Fubo and the business of the Special Meeting. Only shareholders that have accessed the Special Meeting as a shareholder (rather than a “Guest”) by following the procedures outlined above in “How do I attend the Special Meeting?” will be permitted to submit questions during the Special Meeting. Each Fubo Shareholder is limited to no more than two questions. Questions should be succinct and only cover a single topic. We will not address questions that are, among other things:

Additional information regarding the Q&A session will be available in the “Rules of Conduct” available on the Special Meeting webpage for shareholders that have accessed the Special Meeting as a shareholder (rather than a “Guest”) by following the procedures outlined above in “How do I attend the Special Meeting?”.

Yes. If you are a registered shareholder, you may revoke your proxy or change your vote:

Your most recent proxy card or Internet or telephone proxy is the one that is counted. Your attendance at the Special Meeting by itself will not revoke your proxy unless you give written notice of revocation to the Corporate Secretary before your proxy is voted or you vote at the Special Meeting. If your shares are held in street name, you may change or revoke your voting instructions by following the specific directions provided to you by your bank, broker or other nominee, or you may vote at the Special Meeting by following the procedures described above.

If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote in accordance with the recommendations of the Fubo Board. The Fubo Board’s recommendations are discussed in detail in the sections of this proxy statement captioned “The Transactions—Recommendation of the Fubo Board and Reasons for the Transactions” and “The Conversion—Reasons for and Effect of the Conversion,” as well as with the description of each proposal in this Proxy Statement.

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting login page.

The Record Date for the Special Meeting is earlier than the date of the Special Meeting and the Closing. If you sell or transfer your shares of Fubo Common Stock after the Record Date but before the Special Meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you sell or transfer your shares and each of you notifies Fubo in writing of such special arrangements, you will transfer the right to receive shares of Class A Common Stock with respect to such shares, if the Transactions are completed, to the person to whom you sell or transfer your shares, but you will retain your right to vote those shares at the Special Meeting. Even if you sell or transfer your shares of Fubo Common Stock after the Record Date, Fubo encourages you to vote and submit your proxy by phone, via the Internet, or by signing, dating, and returning the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in the United States. Instructions regarding how you can vote are contained on the proxy card.

No other business will be presented at the Special Meeting.

An “abstention” represents a shareholder’s affirmative choice to decline to vote on a proposal. Abstentions are counted as present and entitled to vote for purposes of determining a quorum. An abstention will have the same effect as a vote “AGAINST” the approval of the Business Combination Agreement Proposal, the Exchange of Assets Proposal, the Conversion Proposal and the Share Issuance Proposal. An abstention will have no effect on the Adjournment Proposal or the Transaction Consideration Proposal.

Generally, broker non-votes occur when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a particular proposal because the broker (1) has not received voting instructions from the beneficial owner and (2) lacks discretionary voting power to vote those shares. A broker is entitled to vote shares held for a beneficial owner on routine matters. However, each proposal to be voted on at the Special Meeting is a non-routine matter and, absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on any matters to be voted on at the Special Meeting.

It means that your shares are held in more than one account at the transfer agent and/or with banks or brokers. Please vote all of your shares. To ensure that all of your shares are voted, for each Internet Notice or set of proxy materials, please submit your proxy by phone, via the Internet, or, if you received printed copies of the proxy materials, by signing, dating and returning the enclosed proxy card in the enclosed envelope.

A representative of Broadridge, our inspector of election, will tabulate and certify the votes.

We will report the final results in a Current Report on Form 8-K, which we intend to file with the SEC shortly after the Special Meeting.

After you carefully read this proxy statement, please respond by submitting your proxy by phone, via the Internet, or by signing, dating, and returning the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in the United States.

If you hold your shares in street name through a bank, broker or other nominee, follow the directions given by the bank, broker or other nominee regarding how to instruct them to vote your shares. In order to ensure that your vote is recorded, please submit your proxy as instructed on your proxy card even if you currently plan to attend the Special Meeting in person.

If you have any questions or need assistance voting your shares, please contact our proxy solicitor:

Georgeson LLC

51 West 52nd Street, 6th floor

New York, NY 10019

Attention: Christopher M. Hayden

This section describes various risks and uncertainties related to the Transactions and the businesses and results of operations of Fubo, the Hulu Live Business and Newco. In addition to the other information included in, or incorporated by reference into, this proxy statement, the annexes attached to this proxy statement, and the documents that are referred to in, or incorporated by reference into, this proxy statement, including the matters addressed in the section of this proxy statement captioned “Cautionary Statement Regarding Forward-Looking Statements”, you should carefully consider the following risks relating to the Transactions. You should also read and consider the risk factors associated with Fubo’s business and the Hulu Live Business because these risk factors may affect the operations and financial results of Newco. In the case of Fubo, these risk factors may be found in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on March 3, 2025, and its subsequently filed Quarterly Reports on Form 10-Q, each of which is incorporated by reference into this proxy statement. For further information, see the section of this proxy statement captioned “Where You Can Find More Information.” In the case of the Hulu Live Business, these risk factors may be found below under the section entitled “—Risks Relating to the Hulu Live Business.” Additional risks and uncertainties not presently known to Fubo or Hulu, or that are not currently considered to be material, may also adversely affect the Transactions or the businesses or results of operations of any of Fubo, the Hulu Live Business or Newco.

Completion of the Transactions is subject to certain closing conditions specified in the Business Combination Agreement, including (i) the approval by Fubo Shareholders of the Business Combination Agreement Proposal, the Exchange of Assets Proposal, the Conversion Proposal and the Share Issuance Proposal, (ii) the expiration or termination of any applicable waiting period under the HSR Act and the clearance or obtainment of applicable consents of any specified governmental entity required to be obtained with respect to the Transactions under the Business Combination Agreement, (iii) no enactment, issuance, promulgation or grant of any law or order, as applicable, by any governmental entity that is in effect and that has the effect of making the Transactions illegal or prohibiting or otherwise preventing the consummation of the Transactions, (iv) completion of the pre-closing reorganizations of Hulu and Fubo, in each case, in accordance with the Business Combination Agreement and the documents contemplated therein, (v) the acceptance of the documents effecting the Conversion by the applicable governmental officials in the State of Delaware and the State of Florida, (vi) the accuracy of the other party’s representations and warranties as of the date of the Business Combination Agreement, subject to certain customary materiality standards set forth in the Business Combination Agreement and the delivery by each party to the other party of a certificate certifying the same, (vii) compliance by each party, in all material respects, with its applicable pre-Closing obligations under the Business Combination Agreement and (viii) delivery by each party to the other party of certain other closing deliverables, including, but not limited to, the Ancillary Agreements to which it is a party.

The parties have not yet obtained all regulatory clearances, consents and approvals required to complete the Transactions. Governmental or regulatory agencies could still seek to block or challenge the Transactions or could impose restrictions they deem necessary or desirable in the public interest as a condition to approving the Transactions. If these approvals are not received, then neither Fubo nor Hulu will be obligated to complete the Transactions. If the approvals could be received, but the applicable regulatory agency requires Hulu to (i) (a) sell, divest, license or hold separate any rights, equity interests or other assets or any portion of any business of Hulu or any of its affiliates or (b) agree to other restrictions or limitations on any business, operations, assets, properties or contractual freedoms of any businesses or operations of Hulu or its affiliates, or (ii) agree to sell, divest, license or hold separate any rights, equity interests or other assets or any portion of any business of Fubo or its subsidiaries, in each case of clauses (i) and (ii), Hulu is not required to undertake such action and neither Hulu nor Fubo would be obligated to complete the Transactions.

For further information on the regulatory approvals required to complete the Transactions, see the section of this proxy statement captioned “The Transactions—Regulatory Approvals Required for the Transactions.”

If the Fubo Shareholders do not approve the Business Combination Agreement or if the Transactions are not completed for any other reason, Fubo would be subject to a number of risks, including the following:

The occurrence of any of these events individually or in combination could have a material adverse effect on the results of operations of Fubo or the trading price of Fubo Common Stock.

For further discussion of the conditions to the closing of the Transactions, the effects of the termination of the Business Combination Agreement and the effects on Fubo if the Transactions are not completed, see the sections of this proxy statement captioned “The Transactions—Effects on Fubo if the Transactions are Not Completed,” “The Business Combination Agreement—Conditions to the Closing of the Transactions,” “The Business Combination Agreement—Termination of the Business Combination Agreement,” “The Business Combination Agreement—Fubo Termination Fee” and “The Business Combination Agreement—Hulu Termination Fee.”

Uncertainty about the effect of the Transactions on employees, business partners and customers may have an adverse effect on (i) either of Fubo or, with respect to the Hulu Live Business, Hulu, regardless of whether the Transactions are eventually completed, and (ii) Newco, in the event the Transactions are completed. These uncertainties may impair the ability of Fubo or, with respect to the Hulu Live Business, Hulu, to attract, retain or motivate key personnel until the Transactions are completed, or the Business Combination Agreement is terminated, and for a period of time thereafter, and could cause customers, suppliers and others that deal with Fubo or, with respect to the Hulu Live Business, Hulu, to seek to change their existing business relationships.

The pursuit of the Transactions and the preparation for the integration of Fubo and the Hulu Live Business have placed, and will continue to place, a significant burden on the management and internal resources of both Fubo and Hulu. There is a significant degree of difficulty and management distraction inherent in the process of closing the Transactions and integrating Fubo and the Hulu Live Business, which could cause an interruption of, or loss of momentum in, the existing business activities of each of Fubo and, with respect to the Hulu Live Business, Hulu, regardless of whether the Transactions are eventually completed. Before and immediately following the Closing, the management teams of Fubo and Hulu will be required to devote considerable amounts of time to this integration process, which will decrease the time they will have to manage their respective existing businesses, service existing business partners, attract new customers and develop new products, services or strategies. One potential consequence of such distractions could be the failure of management to realize other opportunities that could be beneficial to Fubo or, with respect to the Hulu Live Business, Hulu, respectively. If the management of Fubo or Hulu, respectively, is not able to effectively manage the process leading up to and immediately following Closing, or if any significant business activities are interrupted as a result of the integration process, the business of Fubo, the Hulu Live Business or, in the event the Transactions are completed, the business of Newco could suffer.

Employee retention and recruitment may also be challenging during the pendency of the Transactions, as employees and prospective employees may experience uncertainty about their future roles with Newco. The departure of existing key employees or the failure of potential key employees to continue employment with Newco or one of its subsidiaries, despite retention and recruiting efforts, could have a material adverse effect on the business, financial condition and operating results of Fubo, regardless of whether the Transactions are eventually completed, and, in the event the Transactions are completed, could have a material adverse effect on the business, financial condition and operating results of Newco, including the Hulu Live Business.

In addition, the Business Combination Agreement restricts Fubo from making certain acquisitions, entering into certain partnerships and joint ventures and taking certain other specified actions without the consent of Hulu until the

Transactions are consummated or the Business Combination Agreement is terminated. These restrictions may prevent Fubo from pursuing otherwise attractive business opportunities and making certain other changes to its business before completion of the Transactions or termination of the Business Combination Agreement. For further information, see the section of this proxy statement captioned “The Business Combination Agreement—Conduct of Business Pending Consummation of the Transactions” for a description of the restrictive covenants applicable to Fubo and, with respect to the Hulu Live Business, Hulu, while the Transactions are pending.

The Business Combination Agreement contains provisions that may discourage third parties from submitting business combination proposals to Fubo that might result in greater value to Fubo Shareholders than the Transactions. The Business Combination Agreement generally prohibits Fubo from soliciting any Alternative Proposal. In addition, if the Business Combination Agreement is terminated by Fubo or Hulu in circumstances that obligate Fubo to pay a termination fee to Hulu, Fubo’s financial condition may be adversely affected as a result of the payment of the termination fee, which might deter third parties from proposing Alternative Proposals. For further information about Fubo’s nonsolicitation obligations, see the section of this proxy statement captioned “The Business Combination Agreement—No Solicitation; Other Offers.”

Fubo has incurred, and will continue to incur, significant costs and expenses, including regulatory costs, fees for professional services, and other transaction costs in connection with the Transactions. There are a number of factors beyond Fubo’s control that could affect the total amount or the timing of these costs and expenses. Many of these fees and costs will be payable by Fubo even if the Transactions are not completed and may relate to activities that Fubo would not have undertaken other than to complete the Transactions.

Lawsuits have been and may be filed against Fubo, the Fubo Board or the other parties to the Business Combination Agreement challenging the Business Combination Agreement or the Transactions or making other claims in connection therewith. Such lawsuits may be brought by purported Fubo Shareholders and may seek, among other things, to enjoin consummation of the Transactions. For a description of lawsuits that have been filed, see the section of this proxy statement captioned “Litigation Relating to the Transactions.” One of the conditions to the consummation of the Transactions is that there is no enactment, issuance, promulgation or grant of any law or order, as applicable, by any governmental entity that is in effect and that has the effect of making the Transactions illegal or prohibiting or otherwise preventing the consummation of the Transactions. As such, if the plaintiffs in such potential lawsuits are successful in obtaining an injunction prohibiting the defendants from completing the Transactions on the agreed upon terms, then such injunction may prevent the Transactions from becoming effective, or from becoming effective within the expected timeframe.

Each Fubo Shareholder will receive one share of Class A Common Stock for each share of Fubo Common Stock that such Fubo Shareholder holds as of the effective time of the Conversion. Following the Share Issuance, the Fubo Shareholders, collectively, will hold 30% of the voting power of the outstanding shares of capital stock of Fubo, and Hulu will hold the remaining 70% of the voting power through its ownership of the shares of Class B Common Stock issued in the Share Issuance. The exchange ratios set forth above were negotiated at the time of entering into the Business Combination Agreement; however, the market price of Fubo Common Stock and economic performance of Fubo and the Hulu Live Business at the time of completion of the Transactions may vary significantly from the market price of Fubo Common Stock and the economic performance of Fubo and the Hulu Live Business on the date the Business Combination Agreement was executed, the date of this proxy statement or the date of the Special Meeting. Because the shares of Class A Common Stock (to Fubo Shareholders) and Class B Common Stock (to Hulu)

are exchangeable and issuable, respectively, in a fixed number of shares of Class A Common Stock and a fixed percentage of the voting power of Fubo, the value of the Class A Common Stock that Fubo Shareholders will receive upon completion of the Transactions may be higher or lower than the value of Fubo Common Stock on such earlier dates and will not be adjusted for changes in the market price of shares of Fubo Common Stock or the economic performance of Fubo or the Hulu Live Business. Accordingly, Fubo Shareholders will not know or be able to calculate at the time of the Special Meeting the market value of the shares of Class A Common Stock they will receive upon completion of the Transactions. In addition, because no trading market currently exists for the Hulu Live Business on a stand-alone basis, the market value of a share of Class A Common Stock reflecting Fubo’s 30% ownership of Newco is unknown. The market value of the shares of Class A Common Stock will in part depend on the market value of shares of Fubo Common Stock immediately before the completion of the Transactions. Therefore, until the consummation of the Transactions, the Fubo Shareholders will not know or be able to determine the value, on a fully diluted basis, of the shares of Class A Common Stock that they will receive pursuant to the terms of the Business Combination Agreement. Changes in the market price of Fubo Common Stock and the economic performance of Fubo and the Hulu Live Business may result from a variety of factors, including general business, market, industry and economic conditions, changes in Fubo’s business and the Hulu Live Business, results of operations and prospects, market assessments of the likelihood that the Transactions will be completed, the timing of the Transactions, regulatory considerations and other risk factors set forth or incorporated by reference in this proxy statement. Many of these factors are beyond Fubo’s and Hulu’s control.

After the completion of the Transactions, Fubo Shareholders will own a smaller percentage of Fubo than they currently own. Following Closing, the Fubo Shareholders, collectively, will hold 30% of the voting power of the outstanding shares of capital stock of Fubo and Hulu will hold the remaining 70% of the voting power through its ownership of the shares of Class B Common Stock issued in the Share Issuance. Consequently, Fubo Shareholders will have a reduced ownership and economic interest in Fubo following the Transactions compared to their ownership of Fubo prior to the Transactions. Fubo will be exempt from certain corporate governance requirements since it will be a “controlled company” within the meaning of NYSE rules, and as a result Fubo Shareholders will not have the protections afforded by these corporate governance requirements. For further information, see the sections of this proxy statement captioned “The Conversion—Description of Capital Stock and Comparison of Shareholder Rights and Corporate Governance Matters”, “The Share Issuance” and “—Risks Relating to Fubo Following the Completion of the Transactions—Following the completion of the Transactions, Fubo Shareholders will hold shares of Class A Common Stock in Fubo, which will be controlled by Hulu and, ultimately, Disney. The interests of Hulu and Disney may differ from the interests of other Fubo Shareholders”.

Fubo Shareholders should be aware that the directors and executive officers of Fubo may have interests in the Transactions that are different from, or in addition to, the interests of Fubo Shareholders generally. These interests include, among other things, the expected continued employment of Fubo’s management following the Closing, the accelerated vesting of Fubo Equity-Based Awards of non-employee directors, the impact of the Transactions on performance-based Fubo Options, the impact of the Transactions on Fubo Performance Stock Units, certain severance entitlements and amounts payable under the retention bonus plan approved by the Fubo Board in an aggregate value of $20,500,000. The Fubo Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination Agreement, in approving the Business Combination Agreement and in recommending that Fubo Shareholders vote “FOR” the approval of each of the Business Combination Agreement Proposal, the Exchange of Assets Proposal, the Conversion Proposal, the Share Issuance Proposal, the Transaction Compensation Proposal and the Adjournment Proposal. For a further description of the interests of Fubo’s executive officers and directors in the Transactions, see the section of this proxy statement captioned “The Transactions—Interests of Executive Officers and Directors of Fubo in the Transactions.”

Fubo has contracts with customers, licensees, vendors, landlords, lenders, business partners and other third parties which require Fubo to obtain consents from these other parties in connection with the Transactions. If these consents cannot be obtained, the counterparties to these contracts and other third parties with which Fubo currently has

relationships may have the ability to terminate, reduce the scope of or otherwise materially adversely alter their relationships with Fubo in anticipation of the Transactions or with Newco following the Transactions. The pursuit of such rights may result in Fubo and Newco suffering a loss of potential future revenue or incurring liabilities in connection with a breach of such agreements or losing rights that are material to their respective businesses. Any such disruptions could adversely affect Newco’s ability to achieve the anticipated benefits of the Transactions. The adverse effect of such disruptions could also be exacerbated by a delay in the completion of the Transactions or the termination of the Business Combination Agreement.

Section 607.1302 of the FBCA provides that shareholders have the right, in certain specified circumstances, to dissent from a conversion or disposition of assets if shareholder approval was required for the conversion or if the shareholder was entitled to vote on the disposition of assets and to instead demand payment of the fair value of their shares. Pursuant to Section 607.1302(2)(a)(1) of the FBCA, appraisal rights are not available for the holders of shares of any class or series of shares which is a covered security under the Securities Act. Therefore, because shares of Fubo Common Stock are currently listed on the NYSE under the ticker symbol “FUBO”, Fubo Shareholders will not have rights under the FBCA to dissent from, or demand payment for their shares of Fubo Common Stock in connection with, the Exchange of Assets and the Conversion.

Following the Closing, the outstanding shares of Class A Common Stock will continue to trade on the NYSE under the same ticker symbol that shares of Fubo Common Stock currently trade under, “FUBO”.

You should read and consider the risk factors relating to Fubo’s business described in the sections entitled “Risk Factors” in Fubo’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on March 3, 2025, and Fubo’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, as filed with the SEC on May 5, 2025, each of which is incorporated by reference into this proxy statement. For further information, see the section of this proxy statement captioned “Where You Can Find More Information.”

In connection with licensing streaming content, the Hulu Live Business typically enters into multi-year agreements with content providers. Given the multiple-year duration, if the Hulu Live Business’s revenue sources, including wholesale fees and ad revenue received from affiliates of Disney, do not meet its expectations, its results of operations may be adversely affected. To the extent the Hulu Live Business’s revenue sources, including wholesale fees and ad revenue received from affiliates of Disney, do not meet its expectations, its ability to invest in new opportunities and its results of operations could be adversely affected as a result of content commitments and payment requirements of certain agreements. In addition, the long-term nature of certain of the Hulu Live Business’s commitments may limit the Hulu Live Business’s flexibility in planning for or reacting to changes in its business and the market segments in which the Hulu Live Business operates. If the Hulu Live Business licenses content that is not favorably received by consumers of the HL DMVPD Service, the Hulu Live Business’s revenue sources, including wholesale fees and ad revenue received from affiliates of Disney, may be adversely affected and given the long-term nature of certain of the Hulu Live Business’s content commitments, as well as operational/technical costs tied to those commitments, the Hulu Live Business may not be able to adjust its content offering quickly and its results of operations may be adversely affected.

The Hulu Live Business typically enters into long-term contracts for the acquisition of live TV content. As these contracts expire, the Hulu Live Business must renew or renegotiate the contracts, and if the Hulu Live Business is unable to renew them on acceptable terms, it may lose content rights. Even if these contracts are renewed, the cost of obtaining content rights may increase (or increase at faster rates than the Hulu Live Business’s historical experience). Moreover, the Hulu Live Business’s ability to renew these contracts on favorable terms may be affected by consolidation in the market for content distribution, the entrance of new participants in the market for distribution of content, the scale of the HL DMVPD

Service subscriber base and other factors. With respect to the acquisition of content rights, the impact of these long-term contracts on the Hulu Live Business’s results over the term of the contracts depends on a number of factors, including the amount of wholesale fees received from affiliates of Disney, the strength of advertising markets, rates for content, effectiveness of marketing efforts and the size of viewer audiences for the HL DMVPD Service. There can be no assurance that revenues from content based on these rights will exceed the cost of the rights.

The Hulu Live Business has invested a significant amount of time to cultivate relationships with its content providers; however, such relationships may not continue to grow or yield the same benefits to the Hulu Live Business. The Hulu Live Business must continuously maintain existing relationships and identify and establish new relationships with content providers to provide popular content. In order to remain competitive, the Hulu Live Business must consistently acquire and maintain live TV content for popular streaming channels and programming, particularly if the Hulu Live Business expands its live TV content to areas outside of its current content offering or enters new markets. If the Hulu Live Business is not successful in acquiring and maintaining such content, or if the Hulu Live Business is not able to do so in a cost-effective manner, its results of operations may be adversely affected.

The Hulu Live Business enters into agreements with its content providers, which have varying terms and conditions, including expiration dates. Upon expiration of these agreements, the Hulu Live Business is required to re-negotiate and renew them in order to continue providing live TV content from these providers. The Hulu Live Business has in the past been unable, and in the future may not be able, to reach a satisfactory agreement with certain content providers before its existing agreements have expired. If the Hulu Live Business is unable to renew such agreements on a timely basis on mutually agreeable terms, the Hulu Live Business may be required to temporarily or permanently cease licensing certain channels to Hulu for streaming on the HL DMVPD Service. The loss of such channels from the HL DMVPD Service for any period of time may adversely affect the Hulu Live Business, including as a result of lower wholesale fees received from affiliates of Disney. If the Hulu Live Business fails to maintain its relationships with content providers on terms favorable to it, or at all, the Hulu Live Business may lose channel partners and its results of operations may be adversely affected.

Following the consummation of the Transactions, a key source of revenue for the Hulu Live Business will be from the sale of advertising. Accordingly, the results of operations for the Hulu Live Business may be negatively impacted by factors impacting the market for advertising sales generally, including a deterioration in the macroeconomic environment and competition in the advertising sales market. Furthermore, if the Hulu Live Business is unable to grow and maintain engagement by consumers of the HL DMVPD Service, as well as a sufficient supply of quality video advertising inventory at reasonable costs to keep up with demand, ads may not be sold effectively and the Hulu Live Business would be adversely affected.

The content rights granted to the Hulu Live Business are complex, multi-layered and differ substantially across different content providers and content, sometimes even with the same content provider. Certain content acquired by the Hulu Live Business is, under certain circumstances, not able to be made available at certain times or in certain geographical regions. In addition, certain obligations to provide equality in the treatment between certain content providers require the Hulu Live Business to continuously monitor and assess treatment of the content providers and content that it acquires.

As an acquirer of live TV content, the Hulu Live Business faces potential liability for negligence, copyright and trademark infringement, or other claims based on the nature and content of materials that it acquires or licenses. The Hulu Live Business also may face potential liability for content used in promoting its service, including marketing materials. To the extent the Hulu Live Business does not accurately anticipate costs or mitigate risks, including for content that it obtains but ultimately does not appear on or is removed from the HL DMVPD Service, or if it becomes liable for content it acquires or licenses, its business may suffer. Litigation to defend these claims could be costly.

Various laws and regulations govern the processing of personal information, including the collection, use, retention, transfer, sharing and security of the data the Hulu Live Business receives from and about subscribers to the HL DMVPD Service and other individuals. The global data protection landscape for the collection and processing of data relating to individuals, including subscriber and other consumer data, by online service providers, content distributors, advertisers and publishers is rapidly evolving in the United States and internationally. Privacy groups and government bodies, including the Federal Trade Commission (“FTC”), increasingly have scrutinized issues relating to the use, collection, storage, disclosure, and other processing of data, including data that is associated with personal identities or devices, and such scrutiny is expected to continue to increase. Various federal, state and foreign government bodies and agencies have adopted or are considering adopting laws and regulations limiting, or laws and regulations covering, the processing, collection, distribution, use, disclosure, storage, transfer and security of certain types of information. In addition to government regulation, self-regulatory standards and other industry standards may legally or contractually apply to the Hulu Live Business, be argued to apply to it, or it may elect to comply with such standards or facilitate compliance by content publishers, advertisers, or others with such standards.

For example, in the United States, the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act (collectively, the “CCPA”), requires covered businesses that process the personal information of California residents to, among other things: (i) provide certain disclosures to California residents regarding the business’s collection, use, and disclosure of their personal information; (ii) receive and respond to requests from California residents to access, delete, and correct their personal information, or to opt out of certain disclosures of their personal information; and (iii) enter into specific contractual provisions with service providers that process California resident personal information on the business’s behalf. The CCPA and other similar state laws may increase the Hulu Live Business’s compliance costs and exposure to liability. For example, Virginia, Colorado, Indiana, Tennessee, Montana, Connecticut, Iowa and Utah adopted similar data protection laws. These laws grant consumers certain rights with respect to their personal information, have notice obligations, and require consent in some circumstances, among other things. Other U.S. states have passed or are considering adopting and/or enforcing similar laws and regulations and there remains increased interest at the federal level as well. The enactment of such laws could have potentially conflicting requirements that would make compliance challenging.

Complying with the CCPA and other laws, regulations, and other obligations relating to privacy, consumer protection, data protection, data localization or security may cause the Hulu Live Business to incur substantial operational costs or require it to modify its data handling practices. It is also expected that there will continue to be new proposed laws and regulations concerning privacy, data protection and information security, and the impact such future laws, regulations and standards, or amendments to, expansions of or reinterpretations of, existing laws and regulations, industry standards, or other obligations may have on the Hulu Live Business cannot yet be determined. New laws and regulations, amendments to, expansions of or reinterpretations of existing laws and regulations, industry standards, and contractual and other obligations may require the Hulu Live Business to incur additional costs and restrict its business operations.

Furthermore, the interpretation and application of laws, regulations, standards, contractual obligations and other obligations relating to privacy, data processing and protection, and information security are uncertain, and these laws, standards, and contractual and other obligations may be interpreted and applied in a manner that is, or is alleged to be, inconsistent with the Hulu Live Business’s data management and processing practices or its policies or procedures. The Hulu Live Business may face regulatory investigations, litigation, claims or allegations that it is in violation of these laws, regulations, standards, or contractual or other obligations. The Hulu Live Business could be required to fundamentally change its business activities and practices or modify its practices to address laws, regulations, or other obligations relating to privacy, data protection, or information security, or claims or allegations that it has failed to comply with any of the foregoing, which could have an adverse effect on its business. The Hulu Live Business may be unable to make such changes and modifications in a commercially reasonable manner or at all.

Any actual or perceived inability to adequately address privacy, consumer protection, data protection or security-related concerns, even if unfounded, or to successfully negotiate privacy, consumer protection, data

protection or security-related contractual terms with content publishers, card associations, advertisers, or others, or to comply with applicable laws, regulations and other obligations relating to privacy, data protection, and security, could result in additional cost and liability to the Hulu Live Business.

The Transactions involve the combination of two businesses, Fubo and the Hulu Live Business. Following the consummation of the Transactions, Fubo and the Hulu Live Business will be required to devote management attention and resources to integrating their respective business practices and operations, and prior to the consummation of the Transactions, management attention and resources will be required to plan for such integration. Potential difficulties Newco may encounter in the integration process include the following:

Furthermore, it is possible that the integration process could result in the loss of key employees or skilled workers of Fubo. The loss of key employees and skilled workers could adversely affect Newco’s ability (following consummation of the Transactions) to successfully conduct its business because of their experience and knowledge of Fubo’s business. In addition, Newco (following consummation of the Transactions) could be adversely affected by the diversion of management’s attention and any delays or difficulties encountered in connection with the integration of Fubo and the Hulu Live Business. The process of integrating operations could cause an interruption of, or loss of momentum in, the activities of Fubo’s business and the Hulu Live Business. If Newco (following consummation of the Transactions) experiences difficulties with the integration process, the anticipated benefits of the Transactions as further described in the section of this proxy statement captioned “Recommendation of the Fubo Board and Reasons for the Transactions,” may not be realized fully or at all, or may take longer to realize than expected. These integration matters could have an adverse effect on the business, results of operations, financial condition or prospects of Newco during this transition period and for an undetermined period after completion of the Transactions.

In connection with the Transactions, Fubo management prepared and/or reviewed forecasts for Fubo, the Hulu Live Business and Newco (including as to the potential synergies expected by Fubo management to be achieved as a result of the Transactions and related transactions, net operating loss carryforwards and other tax assets, and the refinancing of Fubo’s outstanding convertible notes). For further discussion of these forecasts, see the section of this proxy statement captioned “The Transactions—Certain Unaudited Financial Projections.”

These unaudited financial analyses and forecasts (referred to herein as the “Projections”) were not prepared with a view toward compliance with SEC rules, regulations or guidelines or the guidelines established by the American

Institute of Certified Public Accountants for preparation or presentation of prospective financial information. Fubo’s, the Hulu Live Business’s and Newco’s ability to achieve the financial results contemplated by the Projections will be affected by their respective abilities to achieve their strategic goals, objectives and targets over the applicable periods, and will be subject to operational and execution risks associated therewith. The Projections reflect assumptions as to certain business decisions that are subject to change. All of these factors are difficult to predict, and many of them are beyond Fubo’s, the Hulu Live Business’s and Newco’s control. As a result, there can be no assurance that the Projections will be realized, and actual results may be materially better or worse than those in the Projections.

The unaudited pro forma condensed combined financial information included herein is presented for informational purposes only and are not intended to, and are not necessarily indicative of, what Fubo’s actual financial condition or results of operations would have been had the Transactions been completed on the dates indicated. The assumptions used in preparing the unaudited pro forma condensed combined financial information may not prove to be accurate and other factors may affect Fubo’s financial condition or results of operations. Accordingly, Fubo’s financial condition and results of operations in the future may not be evident from or consistent with such unaudited pro forma condensed combined financial information.

The Hulu Live Business has historically existed and functioned as part of the consolidated businesses of Hulu and Disney. For purposes of presenting the historical performance of the Hulu Live Business on a standalone basis, combined carve-out historical financial statements have been prepared. The combined financial statements of the Hulu Live Business present the Hulu Live Business as it was historically managed and operated by Hulu and Disney. The combined financial statements of the Hulu Live Business have been derived from the consolidated financial statements and accounting records of Hulu and Disney for the periods presented. Management believes the assumptions underlying the combined financial statements of the Hulu Live Business are reasonable. However, the combined financial statements of the Hulu Live Business may not be indicative of the combined results of operations, financial position, and cash flows of the Hulu Live Business in the future (as integrated with Fubo’s business as part of Newco) or if it had operated independently of Hulu and Disney historically. Actual costs that would have been incurred if the Hulu Live Business had operated as a standalone independent entity would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including marketing, technology, finance, and other general and administrative costs, that could differ from the expense allocations presented. Accordingly, Hulu and Disney are unable to quantify the actual expenses that the Hulu Live Business would have actually incurred during the historical periods on a standalone basis. For more information regarding the past financial performance of the Hulu Live Business and the basis of presentation of the combined financial statements of the Hulu Live Business included in this proxy statement, please see the section of this proxy statement captioned “Management’s Discussion and Analysis of Results of Operations and Financial Condition of The Hulu Live Business” and the combined financial statements of the Hulu Live Business included in this proxy statement.

Newco, HL and Fubo OpCo will enter into certain commercial agreements with Hulu, including (i) a transition services agreement, (ii) a commercial services agreement and (iii) a brand license agreement in connection with the consummation of the Transactions. Pursuant to such agreements, Hulu will agree to provide Newco, HL, and Fubo OpCo, as the case may be, with certain services following the consummation of the Transactions. For example, pursuant to the commercial services agreement, HL will, in exchange for a wholesale fee, grant to Hulu the right, license and obligation to distribute the HL DMVPD Service via the Hulu platform that is currently branded as

“Hulu” (and any successor or replacement platform) on a wholesale basis, and HL will not be permitted to otherwise distribute the HL DMVPD Service, nor any programming, outside of the HL DMVPD Service. For more information regarding the terms of such agreements, please see the section of this proxy statement captioned “Certain Agreements Related to the Transactions—Commercial Agreements.”

Fubo negotiated these arrangements with Hulu in anticipation of HL, Fubo OpCo and Newco becoming subsidiaries of Hulu. Although Hulu will be contractually obligated to provide HL, Fubo OpCo and Newco with services during the term of these agreements, it is not certain that these services will be sustained at the same level after the expiration of such agreements, or that Newco, HL and Fubo OpCo, as the case may be, will be able to replace these services in a timely manner or on comparable terms.

The Hulu Live Business consists of acquiring live TV content and licensing such content to Hulu for a fee to distribute via the HL DMVPD Service. Accordingly, the Hulu Live Business primarily includes the negotiation and administration of programming agreements for live TV content. Following the consummation of the Transactions, the Hulu Live Business will consist of certain 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 HL DMVPD Service. These assets will include certain carriage agreements, rights under joint subscription agreements for the HL DMVPD Service and related data and information about subscribers, advertising or sponsorship agreements exclusively related the HL DMVPD Service, all other assets (including intellectual property) exclusively related to the HL DMVPD Service and all intellectual property constituting the “Live TV” brand.

Historically, Hulu’s business included, among other things, acquiring live TV content, operating the HL DMVPD Service, developing and acquiring non-live sports and entertainment content and distributing such content directly to Hulu’s customers through its subscription video-on-demand (“SVOD”) direct-to-consumer service. The distribution of the Hulu + Live TV content on the Hulu platform, including the related subscription revenue, as well as the development, acquisition and distribution of non-live and live TV content in connection with Hulu’s SVOD direct-to-consumer service (and any premium add-on services thereto), is being retained by Hulu in connection with the Transactions and is accordingly outside of the Hulu Live Business.

For further information on the relationship between Hulu and the Hulu Live Business following the consummation of the Transactions, see the section of this proxy statement captioned “Certain Agreements Related to the Transactions—Commercial Agreements.”

If the Transactions are consummated, Fubo will effect a conversion from a Florida corporation to a Delaware corporation and therefore, following the Closing, Fubo will cease to be governed by Florida law and will become subject to Delaware law. Your rights as a Fubo Shareholder will be governed by the Delaware Certificate of Incorporation, a copy of which is attached as Annex E to this proxy statement, and the Delaware Bylaws, a copy of which is attached as Annex F to this proxy statement. In particular, following the Closing the Fubo Board will initially be comprised of nine members comprised of: (i) five directors designated by Hulu, (ii) two directors designated by the Fubo Board as of immediately prior to the Closing and who (x) are reasonably acceptable to Hulu and (y) qualify as independent, (iii) one director designated by Hulu and who qualifies as independent and (iv) the CEO of Fubo. Directors will be elected annually by plurality vote. Hulu will have the right to designate the initial chair of the Fubo Board following the Closing, with the Fubo Board determining the chair thereafter. The Fubo Board in effect immediately prior to the Closing will have the right to determine the initial lead independent director, with the independent directors determining such lead independent director thereafter. A comparison of your rights as a Fubo Shareholder under the Delaware Certificate of Incorporation and the Delaware Bylaws and your rights as a Fubo Shareholder under Fubo’s existing articles of incorporation, as amended, and amended and restated bylaws is discussed in the section of this proxy statement captioned “The Conversion—Description of Capital Stock and Comparison of Shareholder Rights and Corporate Governance Matters”.

Upon the completion of the Transactions, Hulu (and Disney, through its indirect ownership of Hulu) will collectively own and control 70% of the voting interest in Fubo through its ownership of the Class B Common Stock issued in the Share Issuance. Hulu will have voting control of the Fubo Board and the right to designate a majority of the members of the Fubo Board following the Closing, including the initial chair of the Fubo Board. In addition, the Delaware Certificate of Incorporation will provide that, until the first date on which Hulu and its affiliates cease to collectively own at least 10% of the outstanding shares of Fubo Common Stock, the prior written consent of Hulu will be required for Fubo to implement any amendment or other modification to the Delaware Certificate of Incorporation or the Delaware Bylaws that would adversely affect the rights (economic or otherwise) of Hulu and its affiliates in a manner that would be disproportionate as compared to the effect on the other Fubo Shareholders. These various mechanisms of control will provide Hulu significant influence over the daily operations and internal functions of Fubo and Newco. Furthermore, Fubo will be a “controlled company” for purposes of NYSE rules and therefore will be exempt from certain corporate governance requirements, and it is expected that a majority of directors on the Fubo Board will not be “independent” within the meaning of NYSE rules, as further described in the section of this proxy statement captioned “—Fubo will be exempt from certain corporate governance requirements since it will be a “controlled company” within the meaning of NYSE rules, and as a result the Fubo Shareholders will not have the protections afforded by these corporate governance requirements.”

As a result, Hulu will have the ability to control Fubo, including the ability to control (i) the designation of a majority of the members to the Fubo Board and, therefore, any matter requiring the general approval of the Fubo Board, (ii) any matter which may require the general approval of Fubo Shareholders, including change of control transactions and other major corporate transactions, and (iii) following Fubo’s conversion to a Delaware corporation, the adoption of amendments to Fubo’s amended and restated certificate of incorporation (referred to herein as the Delaware Certificate of Incorporation) and the amended and restated bylaws (referred to herein as the Delaware Bylaws), as further described in the section of this proxy statement captioned “The Conversion—Description of Capital Stock and Comparison of Shareholder Rights and Corporate Governance Matters”. This concentration of ownership and voting power may also delay, defer, or prevent an acquisition by a third party or other change of control of Fubo, and may make some transactions more difficult or impossible without the support of Hulu, even if such events are in the best interests of the other Fubo Shareholders. This concentration of voting power may have a negative impact on the trading price of shares of Class A Common Stock.

Hulu’s (and Disney’s) interests may not be fully aligned with holders of Class A Common Stock, which could lead to actions that are not in the best interests of holders of Class A Common Stock because shareholders who only hold Fubo Class A Common Stock will control a limited percentage of the voting power required to affect corporate actions of Fubo. In addition, Disney’s ability to effectively control Fubo may discourage a third party from making a significant equity investment in Fubo, or could discourage transactions involving a change in control, including transactions in which holders of shares of Class A Common Stock might otherwise receive a premium for their shares over the then-current market price.

Section 203 of the DGCL (“Section 203”) may affect the ability of an “interested stockholder” of a Delaware corporation to engage in certain business combinations, including mergers, consolidations or acquisitions of additional shares, for a period of three years following the time that the stockholder becomes an “interested stockholder.” An “interested stockholder” is defined to include persons (i) owning directly or indirectly 15% or more of the outstanding voting stock of a corporation or (ii) who are affiliates or associates of the corporation and who were the owner of 15% or more of the outstanding voting stock of such corporation at any time within the three-year period immediately prior to the date on which it is sought to be determined whether such person is an interested stockholder, subject to certain exceptions. Fubo will elect not to be subject to Section 203 in the Delaware Certificate of Incorporation. Therefore, Disney, Hulu and their respective affiliates and direct and indirect transferees will not be deemed to be “interested stockholders,” regardless of the percentage of the Class A Common Stock and Class B Common Stock owned by them, and accordingly will not be subject to such restrictions.

The Delaware Certificate of Incorporation will provide that, to the fullest extent permitted by law, Fubo renounces any interest or expectancy in a transaction or matter that may be a corporate opportunity for Fubo, and Hulu, its affiliates and its non-independent director designees will have no duty to present such corporate opportunity to Fubo,

and, except as otherwise agreed in writing, they may engage in competing businesses, do business with Fubo’s clients, customers or vendors or employ or otherwise engage Fubo personnel. To the extent that Hulu, its affiliates and its non-independent director designees invest in other businesses, they may have differing interests than Fubo’s other shareholders.

Following the consummation of the Transactions, Hulu will control more than 70% of Fubo’s voting power. As a result, Fubo will be considered a “controlled company” for the purposes of NYSE listing standards, and therefore will be permitted to, and intends to, elect not to comply with certain corporate governance requirements of NYSE, including the requirements that a majority of the Fubo Board consists of “independent directors,” as defined under the rules of NYSE, that the Fubo Board has a governance and nominating committee composed entirely of independent directors and that the Fubo Board has a compensation committee composed entirely of independent directors. For so long as Fubo remains a “controlled company”, it may, at any time and from time to time, utilize any or all of the applicable governance exemptions available under the NYSE rules to controlled companies. Accordingly, holders of Fubo Class A Common Stock will not have the same protections afforded to shareholders of companies that are subject to all of the rules and corporate governance standards of NYSE, and the ability of Fubo’s independent directors to influence its business policies and affairs may be reduced. Fubo expects to remain a controlled company until Hulu and its affiliates (including Disney) no longer control more than 50% of Fubo’s voting power. Additionally, Fubo will have 12 months from the date it ceases to be a “controlled company” to have a majority of independent directors on the Fubo Board, a fully independent governance and nominating committee and a fully independent compensation committee.

Upon the completion of the Transactions, Fubo will be a holding company and will have no material assets other than its ownership of Newco Units. As such, Fubo will have no independent means of generating revenue or cash flow, and its ability to pay its taxes and operating expenses or declare and pay dividends in the future will be dependent upon the financial results and cash flows of Newco and its subsidiaries and distributions Fubo receives from Newco. Newco and its subsidiaries may not generate sufficient cash flow to distribute funds to Fubo and applicable state law and contractual restrictions, including negative covenants in Fubo’s debt instruments, may not permit such distributions. Fubo anticipates that Newco will be treated as a partnership for U.S. federal income tax purposes and, as such, will not be subject to any entity-level U.S. federal income tax. Instead, taxable income will be allocated to Fubo and Hulu (as the holders of Newco Units). Accordingly, Fubo will incur income taxes on its allocable share of any net taxable income of Newco. Under the terms of the Newco Operating Agreement, Newco will be obligated, subject to various limitations and restrictions, including with respect to any applicable credit agreements, to make tax distributions to Fubo and Hulu (as the holders of Newco Units). In addition to tax expenses, Fubo will also incur expenses related to its operations, including payments under the Tax Receivables Agreement, which Fubo expects could be significant. Fubo intends, as Newco’s managing member, to cause Newco to make (i) pro rata tax distributions to Fubo and Hulu (as the holders of Newco Units) in an amount sufficient to fund all of Fubo’s tax obligations in respect of taxable income allocated to Fubo and to cover Fubo’s other tax obligations, including payments due under the Tax Receivables Agreement, and (ii) distributions to Fubo to pay Fubo’s operating expenses. However, Newco’s ability to make such distributions may be subject to various limitations and restrictions, such as restrictions on distributions that would either violate any contract or agreement to which Newco is then a party, including debt agreements, or any applicable law, or that would have the effect of rendering Newco insolvent. If Fubo does not have sufficient funds to pay our tax or other liabilities or to fund our operations, Fubo may have to borrow funds, which could materially adversely affect its liquidity and financial condition and subject Fubo to various restrictions imposed by any such lenders. To the extent that Fubo is unable to make timely payments under the Tax Receivables Agreement for any reason, such payments generally will be deferred and will accrue interest until paid. While tax distributions are intended to be set according to Fubo’s tax liabilities (including the Tax Receivables Agreement), it is possible that these cash distributions may be in amounts that exceed Fubo’s actual tax liabilities with respect to the relevant taxable year, including Fubo’s obligations under the Tax Receivables Agreement. In such case,

the Fubo Board will determine the appropriate uses for any such excess cash, which may include, among other uses, the payment of obligations under the Tax Receivables Agreement and the payment of other expenses. Fubo will have no obligation to distribute such cash (or other available cash) to our shareholders. No adjustments to the exchange ratio for Newco Units and shares of Class A Common Stock will be made as a result of any cash distribution by Fubo or any retention of cash by Fubo, and in any event the ratio will remain one-to-one. To the extent Fubo does not distribute such excess cash as dividends on shares of Class A Common Stock, Fubo may take other actions with respect to such excess cash, for example, holding such excess cash, or lending it (or a portion thereof) to Newco, which may result in shares of Class A Common Stock increasing in value relative to the value of Newco Units. Following such loan or a contribution of such excess cash to Newco, Fubo may, but is not required to, make an adjustment to the outstanding number of Newco Units held by Hulu. In the absence of such adjustment, Hulu may benefit from any value attributable to such cash and/or loan balances if it acquires shares of Class A Common Stock in exchange for its Newco Units, notwithstanding that Hulu may have participated previously as a holder of Newco Units in distributions that resulted in such excess cash balances.

Upon the closing of the Transactions, Fubo will enter into a Tax Receivables Agreement with Newco and Hulu. Under the Tax Receivables Agreement, Fubo will be required to make cash payments to Hulu for certain tax benefits realized (or, in connection with an acceleration upon Fubo’s election to terminate the Tax Receivables Agreement, deemed realized) by Fubo. Fubo will be generally obligated to pay Hulu a percentage of the benefit realized by Fubo from Fubo’s use of Historic NOLs in an amount equal to the lesser of (i) 70% and (ii) Hulu’s ownership percentage of Newco as of the beginning of the taxable year in which the Historic NOL is utilized. Fubo will also be generally obligated to pay Hulu 70% of the tax benefit as a result of (i) tax basis adjustments expected to be obtained by Fubo resulting from (a) any future redemptions or exchanges of Newco Units from Hulu, (b) certain distributions (or deemed distributions) by Newco, and (c) payments made under the Tax Receivables Agreement, and (ii) deductions attributable to imputed interest and other payments of interest by Fubo pursuant to the Tax Receivables Agreement. Fubo will depend on cash distributions from Newco to make payments under the Tax Receivables Agreement. Any payments made by Fubo to Hulu under the Tax Receivables Agreement will generally reduce the amount of cash that might have otherwise been available to Fubo. Due to the uncertainty of various factors, Fubo cannot precisely quantify the likely tax benefits Fubo will realize as a result of the redemption or exchange of Newco Units by Hulu, and the resulting amounts Fubo are likely to pay out to Hulu pursuant to the Tax Receivables Agreement; however, Fubo estimates that such payments will be substantial. The payment obligation under the Tax Receivables Agreement will be an obligation of Fubo and not of Newco. Any payments made by Fubo to Hulu under the Tax Receivables Agreement will not be available for reinvestment in Fubo’s or Newco’s business and will generally reduce the amount of overall cash flow that might have otherwise been available to Fubo. To the extent that Fubo is unable to make timely payments under the Tax Receivables Agreement for any reason, such payments will be deferred and will accrue interest until paid by Fubo. Payments under the Tax Receivables Agreement are not conditioned upon Hulu maintaining a continued ownership interest in Newco or Fubo (other than payments with respect to Fubo’s use of Historic NOLs). In addition, decisions Fubo makes in the course of running Fubo’s business, such as with respect to mergers, asset sales or other forms of business combinations, may influence the timing and amount of payments made under the Tax Receivables Agreement. For example, the earlier disposition of assets following a redemption or exchange of Newco Units may accelerate the recognition of associated tax benefits for which Fubo would be required to make payments under the Tax Receivables Agreement and increase the present value of such payments. The ability to generate tax assets covered by the Tax Receivables Agreement, and the actual use of any existing tax assets or resulting tax benefits, as well as the amount and timing of any payments under the Tax Receivables Agreement, will vary depending upon a number of factors, including the timing of redemptions or exchanges of Newco Units by Hulu, the price of Class A Common Stock at the time of the redemption or exchange; the extent to which such redemptions or exchanges are taxable or cause a limitation on Fubo’s ability to utilize net operating losses; the amount and timing of the taxable income allocated to Fubo or otherwise generated by Fubo in the future; the tax rates and laws then applicable and the portion of our payments under the Tax Receivables Agreement constituting imputed interest.

In addition, the Tax Receivables Agreement provides that if Fubo elects an early termination of the Tax Receivables Agreement, then our obligations under the Tax Receivables Agreement to make payments would be accelerated and become immediately due and payable. The amount due and payable with respect to an early termination is based on the present value (at a discount rate agreed between the parties) of projected future tax benefits that are based on

certain assumptions, including an assumption that we would have sufficient taxable income to fully use all potential future tax benefits (including the Historic NOLs) that are subject to the Tax Receivables Agreement. As a result of the foregoing, we would be required to make an immediate cash payment that may be made significantly in excess of 70% of and in advance of the actual realization, if any, of such future tax benefits. In this situation, our obligations under the Tax Receivables Agreement could have a substantial negative impact on our liquidity and the value of our Class A Common Stock.

Payments under the Tax Receivables Agreement will be based on the tax reporting positions that we determine, which are complex and factual in nature, and the Internal Revenue Service (the “IRS”) or another taxing authority may challenge all or part of the tax basis increases or other tax benefits we claim, as well as other related tax positions we take, and a court could sustain such challenge. If the outcome of any such challenge would reasonably be expected to materially adversely affect a recipient’s rights and obligations under the Tax Receivables Agreement, then our ability to settle such challenges may be restricted by the rights of Hulu (and its transferees) pursuant to the Tax Receivables Agreement, and such restrictions apply for as long as Hulu remains a party to the Tax Receivables Agreement and the Tax Receivables Agreement remains in effect. In addition, we will not be reimbursed for any cash payments previously made to Hulu (or its transferees) under the Tax Receivables Agreement in the event that any tax benefits initially claimed by us and for which payment has been made to Hulu (or its transferee) are subsequently challenged by a taxing authority and are ultimately disallowed. Instead, in certain circumstances, excess cash payments made by us to Hulu (or its transferee) will be netted against future cash payments that we might otherwise be required to make to Hulu (or its transferee) under the terms of the Tax Receivables Agreement. However, we might not determine that we have effectively made an excess cash payment to Hulu (or its transferee) for a number of years following the initial time of such payment and, if any of our tax reporting positions are challenged by a taxing authority, we will not be permitted to reduce any future cash payments under the Tax Receivables Agreement until any such challenge is finally settled or determined. Moreover, the excess cash payments we made previously under the Tax Receivables Agreement could be greater than the amount of future cash payments against which we would otherwise be permitted to net such excess. As a result, payments could be made under the Tax Receivables Agreement significantly in excess of 70% of the actual cash tax savings that we realize in respect of Historic NOLs and the tax attributes with respect to Hulu (or its transferee) that are the subject of the Tax Receivables Agreement.

For 24 months following the completion of the Transactions, Hulu and its affiliates will be prohibited from transferring the shares of Class B Common Stock (or, as thereafter exchanged, Class A Common Stock) that it receives in connection with the Transactions other than to its affiliates. Following such 24-month lock-up period, Hulu and its affiliates will be permitted, subject to certain exceptions as described in the section of this proxy statement captioned “Certain Agreements Related to the Share Issuance—Stockholders Agreement”, to transfer shares of Class B Common Stock (or, as thereafter exchanged, Class A Common Stock). Any such transfer could significantly increase the number of shares of Class A Common Stock available in the market, which could cause a decrease in the price of Class A Common Stock. In addition, even if Hulu does not transfer a large number of its shares into the market, the existence of its right to transfer a large number of shares into the market may depress the price of shares of Class A Common Stock.

Upon completion of the Transactions, existing Fubo Shareholders will become holders of Class A Common Stock. As a result of the Transactions, the business, financial condition and results of operations of Fubo will be affected by factors that are different from those currently affecting Fubo’s business, financial condition or results of operations. Accordingly, the market price and performance of Class A Common Stock is likely to be different from the market price and performance of Fubo Common Stock in the absence of the Transactions. Factors that caused a

fluctuation in the market price of Fubo Common Stock may not cause the same or similar fluctuations in the market price for shares of Class A Common Stock following completion of the Transactions and the combination of Fubo’s business with the Hulu Live Business. In addition, general fluctuations in stock markets could have a material adverse effect on the market for, or liquidity of, the Class A Common Stock, regardless of Fubo’s and Newco’s actual operating performance. For a discussion of Fubo’s business and related risk factors, see Fubo’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on March 3, 2025, and Fubo’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, as filed with the SEC on May 5, 2025, each of which is incorporated by reference into this proxy statement. For further information, see the section of this proxy statement captioned “Where You Can Find More Information.” For a discussion of risk factors related to the Hulu Live Business, see the section of this proxy statement captioned “—Risks Relating to the Hulu Live Business.”

As a public company, Fubo is required to maintain internal control over financial reporting and to report any material weaknesses in such internal control. Section 404 of the Sarbanes-Oxley Act of 2002 requires that Fubo evaluate and determine the effectiveness of its internal control over financial reporting. This assessment includes disclosure of any material weaknesses identified by management in Fubo’s internal control over financial reporting. Fubo’s independent registered public accounting firm is required to attest to the effectiveness of Fubo internal control over financial reporting.

While Fubo has historically furnished this report, the Hulu Live Business has historically existed and functioned as part of the consolidated business of Hulu and Disney and, as a standalone entity, has not been subject to the information and reporting requirements of the Sarbanes-Oxley Act. Therefore, to bring Fubo into compliance with Section 404 of the Sarbanes-Oxley Act following the consummation of the Transactions, Fubo will be engaged in a process to document and evaluate internal controls for Newco and the combined business, which will be both costly and challenging. Fubo and Newco will need to dedicate internal resources, potentially engage outside consultants, adopt a detailed work plan to establish and document internal controls for the combined business, validate through testing that controls are functioning as documented and integrate the Hulu Live Business into the continuous reporting and improvement process for internal control over financial reporting already established at Fubo. The completion of the Transactions and the subsequent integration of Newco and the Hulu Live Business into Fubo’s accounting and operations may make it more difficult for Fubo to comply with Section 404 of the Sarbanes-Oxley Act.

If during the evaluation and testing process Fubo identifies one or more material weaknesses in its internal control over financial reporting, Fubo management will be unable to assert that Fubo’s internal control over financial reporting is effective. Even if management concludes that Fubo’s internal control over financial reporting is effective, Fubo’s independent registered public accounting firm may conclude that there are material weaknesses with respect to Fubo’s internal controls or the level at which internal controls are documented, designed, implemented, or reviewed. If Fubo is unable to assert that its internal control over financial reporting is effective, or if its independent registered public accounting firm expresses an adverse opinion with respect to effectiveness of internal control over financial reporting, investors may lose confidence in the accuracy and completeness of Fubo’s financial reports, the market price of the Class A Common Stock could be adversely affected and Fubo could become subject to litigation or investigations by the NYSE, the SEC or other regulatory authorities, which could require additional financial and management resources.

Fubo cannot predict whether its dual share class capital structure, combined with the concentrated control of Fubo by Hulu, will result in a lower trading price or greater fluctuations in the trading price of the Class A Common Stock following the closing of the Transactions, as compared to Fubo Common Stock, or have other adverse consequences or additional costs. In addition, some stock indices have in the past excluded companies with multiple share classes from their membership and may decide to do so again in the future.

The Delaware Certificate of Incorporation will provide, to the fullest extent permitted by law, that unless Fubo consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the United States District Court for the District of Delaware) will be the sole and exclusive forum for any (i) derivative action, suit or proceeding brought on behalf of Fubo, (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any director, officer or employee of Fubo to Fubo or the Fubo Shareholders, (iii) any action, suit or proceeding arising pursuant to any provision of the DGCL, the Delaware Certificate of Incorporation or the Delaware Bylaws or (iv) any action, suit or proceeding asserting a claim governed by the internal affairs doctrine of the State of Delaware. In addition, the Delaware Certificate will provide that unless Fubo consents in writing to the selection of an alternative forum, the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause or causes of action under the Securities Act, including all causes of action asserted against any defendant to such complaint. The choice of forum provision may increase costs to bring a claim, discourage claims or limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with Fubo or Fubo’s directors, officers or other employees, which may discourage such lawsuits against Fubo or Fubo’s directors, officers and other employees. Alternatively, if a court were to find the choice of forum provision contained in the Delaware Certificate of Incorporation to be inapplicable or unenforceable in an action, Fubo may incur additional costs associated with resolving such action in other jurisdictions.

The Special Meeting will be held on [•], 2025, at 10:00 a.m., Eastern Time, via live webcast. In order to allow greater attendance and participation, and to maintain a safe and healthy environment for our directors, management and shareholders, the Special Meeting will be a virtual meeting held solely by means of remote communication. We believe the virtual meeting technology provides expanded shareholder access while providing shareholders the same rights and opportunities to participate as they would have at an in-person meeting. You will be able to attend the Special Meeting online and submit your questions by visiting www.virtualshareholdermeeting.com/FUBO2025SM.

The items of business scheduled to be voted on at the Special Meeting are the Business Combination Agreement Proposal, the Exchange of Assets Proposal, the Conversion Proposal, the Share Issuance Proposal, the Adjournment Proposal and the Transaction Compensation Proposal. No other business will be presented at the Special Meeting.

Fubo Shareholders must approve the Business Combination Agreement Proposal, the Exchange of Assets Proposal, the Conversion Proposal and the Share Issuance Proposal in order for the Transactions to be consummated. Approval of the Adjournment Proposal and the Transaction Compensation Proposal are not conditions to the consummation of the Transactions.

To participate in and vote at the Special Meeting, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. The meeting webcast will begin promptly at 10:00 a.m., Eastern Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 9:45 a.m., Eastern Time, and you should allow ample time for the check-in procedures. If your shares are held in street name and you did not receive a 16-digit control number, you may gain access to and vote at the Special Meeting by logging in to your bank, broker or other nominee’s website and selecting the shareholder communications mailbox to access the meeting. The control number will automatically populate. Instructions should also be provided on the voting instruction card provided by your bank, broker or other nominee. If you lose your 16-digit control number, you may join the Special Meeting as a “Guest,” but you will not be able to vote, ask questions, or access the list of shareholders as of the Record Date.

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting login page.

The Record Date for the Special Meeting is [•], 2025. You are entitled to vote at the Special Meeting only if you were a shareholder of record of Fubo Common Stock at the close of business on the Record Date, or if you hold a valid proxy for the Special Meeting. Each outstanding share of Fubo Common Stock is entitled to one vote for all matters before the Special Meeting. At the close of business on the Record Date, there were [•] shares of Fubo Common Stock issued and outstanding and entitled to vote at the Special Meeting.

A complete list of these shareholders will be available for examination by any shareholder (i) for a period of ten days prior to the Special Meeting for any purpose germane to the meeting by sending an email to 2025specialmeeting@fubo.tv, stating the purpose of the request and providing proof of ownership of Common Stock, and (ii) during the Special Meeting, via the Internet at www.virtualshareholdermeeting.com/FUBO2025SM.

A quorum must be present at the Special Meeting for any business to be conducted. The presence at the Special Meeting, via live webcast or by proxy, of a majority in voting power of the stock issued and outstanding and entitled to vote at the meeting as of the close of business on the Record Date will constitute a quorum.

The affirmative vote of the holders of a majority of the outstanding shares of Common Stock as of the close of business on the Record Date is required to approve the Business Combination Agreement Proposal, the Exchange of Assets Proposal, the Conversion Proposal and the Share Issuance Proposal. Assuming a quorum is present at the

Special Meeting, the Adjournment Proposal and the Transaction Compensation Proposal will be approved if the number of votes cast in favor of the Adjournment Proposal or the Transaction Compensation Proposal, as applicable, exceed the number of votes cast against the Adjournment Proposal or the Transaction Compensation Proposal, as applicable (excluding abstentions and broker non-votes).

An “abstention” represents a shareholder’s affirmative choice to decline to vote on a proposal. Abstentions are counted as present and entitled to vote for purposes of determining a quorum. Abstentions (but not broker non-votes) will be counted in connection with the determination of whether a valid quorum is established. An abstention will have the same effect as a vote “AGAINST” the approval of the Business Combination Agreement Proposal, the Exchange of Assets Proposal, the Conversion Proposal and the Share Issuance Proposal. An abstention will have no effect on the Adjournment Proposal or the Transaction Consideration Proposal.

Generally, broker non-votes occur when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a particular proposal because the broker (1) has not received voting instructions from the beneficial owner and (2) lacks discretionary voting power to vote those shares. A broker is entitled to vote shares held for a beneficial owner on routine matters. However, each proposal to be voted on at the Special Meeting is a non-routine matter and, absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on any matters to be voted on at the Special Meeting.

As of July 22, 2025, Fubo’s executive officers and directors beneficially owned, in the aggregate, 18,713,027 shares of Fubo Common Stock, collectively representing approximately 5.5% of the voting power of the shares of Fubo Common Stock outstanding as of July 22, 2025.

Fubo expects that our executive officers and directors will vote all of their shares of Fubo Common Stock “FOR” the approval of the Business Combination Agreement Proposal, the Exchange of Assets Proposal, the Conversion Proposal, the Share Issuance Proposal, the Adjournment Proposal and the Transaction Consideration Proposal.

You are entitled to vote at the Special Meeting only if you were a shareholder of record of Fubo Common Stock at the close of business on the Record Date, or if you hold a valid proxy for the Special Meeting.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your shares counted at the Special Meeting.

We recommend that shareholders vote by proxy even if they plan to participate in the online Special Meeting and vote electronically. If you are a shareholder of record of Fubo Common Stock (that is, your shares of Fubo Common Stock are registered in your name with Fubo’s transfer agent, Equiniti Trust Company, LLC), there are three ways to vote by proxy:

If your shares are held in street name through a bank, broker or other nominee, you will receive instructions on how to vote from the bank, broker or other nominee. You must follow their instructions in order for your shares to be voted. Internet and telephone voting also may be offered to shareholders owning shares through certain banks and brokers. If your shares are held in street name and you would like to vote at the Special Meeting, you may visit www.virtualshareholdermeeting.com/FUBO2025SM and enter the 16-digit control number included in the voting instruction card provided to you by your bank, broker or other nominee. If you hold your shares in street name and you did not receive a 16-digit control number, you may need to log in to your bank, broker or other nominee’s website and select the shareholder communications mailbox to access the meeting and vote. Instructions should also be provided on the voting instruction card provided by your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the Special Meeting without your instructions. As a result, if you do not provide your bank, broker or other nominee with any voting instructions, your shares will not be counted for purposes of a quorum and will not be voted at the Special Meeting, which will have the same effect as a vote “AGAINST” the approval of the each of the Business Combination Agreement, the Exchange of Assets, the Plan of Conversion and the Share Issuance. If you have any questions or need assistance voting your shares, please contact our proxy solicitor:

If you are a registered shareholder, you may revoke your proxy or change your vote:

Your most recent proxy card or Internet or telephone proxy is the one that is counted. Your attendance at the Special Meeting by itself will not revoke your proxy unless you give written notice of revocation to the Corporate Secretary before your proxy is voted or you vote at the Special Meeting. If your shares are held in street name, you may change or revoke your voting instructions by following the specific directions provided to you by your bank, broker or other nominee, or you may vote at the Special Meeting by following the procedures described above.

If a quorum is not present at the scheduled time of the Special Meeting, then either the person presiding over the meeting or the holders of a majority in voting power of the shares of Fubo Common Stock represented, and who would be entitled to vote at a meeting if a quorum were present, may adjourn the Special Meeting. In addition, the Special Meeting could be postponed before it commences, subject to the terms of the Business Combination Agreement. If the Special Meeting is adjourned or postponed, Fubo Shareholders who have already submitted their proxies will be able to revoke them at any time before they are voted at the Special Meeting.

The Fubo Board has unanimously (i) determined that it was in the best interests of Fubo and the Fubo Shareholders, and declared it advisable, to enter into the Business Combination Agreement, (ii) approved and adopted the execution, delivery and performance by Fubo of the Business Combination Agreement and the consummation of the Transactions, and (iii) resolved to recommend approval of the Business Combination Agreement (including the Fubo Contribution), the Share Issuance, and the Conversion (including the Plan of Conversion and the Certificate of Incorporation of Fubo), in each case, by the Fubo Shareholders entitled to vote thereon.

Further, the Fubo Board has unanimously (i) approved and adopted the Conversion Documents and (ii) resolved to recommend approval of the Conversion Documents by the Fubo Shareholders entitled to vote thereon.

The Fubo Board unanimously recommends that you vote “FOR” the approval of each of the Business Combination Agreement Proposal, the Exchange of Assets Proposal, the Conversion Proposal, the Share Issuance Proposal, the Adjournment Proposal and the Transaction Compensation Proposal. For further information on the Fubo Board’s recommendation and reasons for the Transactions, see the section of this proxy statement captioned “The Transactions—Recommendation of the Fubo Board and Reasons for the Transactions.”

The accompanying proxy is solicited by and on behalf of the Fubo Board, whose Notice of Special Meeting is attached to this Proxy Statement, and the entire cost of our solicitation will be borne by Fubo. In addition to the use of mail, proxies may be solicited by personal interview, telephone, e-mail and facsimile by our directors, officers and other employees who will not be specially compensated for these services. We will also request that brokers, nominees, custodians and other fiduciaries forward soliciting materials to the beneficial owners of shares held by the brokers, nominees, custodians and other fiduciaries. We will reimburse these persons for their reasonable expenses in connection with these activities.

Fubo has retained Georgeson LLC (“Georgeson”), a professional proxy solicitation firm, to assist in the solicitation of proxies and provide related advice and informational support during the solicitation process, for a fee of approximately $19,500, plus additional variable fees for additional services as requested by Fubo. Fubo will indemnify Georgeson against losses arising out of, and reimburse certain expenses incurred during, its provision of these services on Fubo’s behalf.

Fubo, Disney and Hulu are working to complete the Transactions as soon as possible. As described in the section of this proxy statement captioned “The Business Combination Agreement—Conditions to the Closing of the Transactions,” certain closing conditions must be satisfied or waived before Fubo, Disney and Hulu can complete the Transactions. Assuming timely satisfaction or waiver of the closing conditions, the Transactions are currently expected to close in the fourth quarter of calendar year 2025 or the first quarter of calendar year 2026.

No appraisal rights will be available to Fubo shareholders in connection with the Transactions. For further information on appraisal rights in the context of the Transactions, see the sections of this proxy statement captioned “The Transactions—No Appraisal Rights” and “The Conversion—No Appraisal Rights.”

Except as otherwise required by law, only the matters set forth in the Notice of Special Meeting may be brought before the Special Meeting.

The SEC’s rules permit Fubo to deliver a single set of proxy materials to one address shared by two or more of our shareholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one set of proxy materials to multiple shareholders who share an address, unless we received contrary instructions from the impacted shareholders prior to the mailing date. Fubo agrees to deliver promptly, upon written or oral request, a separate copy of the proxy materials, as requested, to any shareholder at the shared address to which a single copy of those documents was delivered. If you prefer to receive separate copies of the proxy materials, now or in the future, contact Broadridge Financial Solutions, Inc. (“Broadridge”) at (866) 540-7095 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717.

If you are currently a shareholder sharing an address with another shareholder and wish to receive only one set of proxy materials for your household, please contact Broadridge at the above phone number or address.

If you have any questions or need assistance voting your shares, please contact our proxy solicitor:

Georgeson LLC

51 West 52nd Street, 6th floor

New York, NY 10019

Attention: Christopher M. Hayden

Fubo Common Stock has been traded on the NYSE under the symbol “FUBO” since October 8, 2020. The table below sets forth, for the periods indicated, the range of high and low closing prices per share of Fubo Common Stock as reported by the NYSE.

At the close of business on the Record Date, there were [•] shares of Fubo Common Stock issued and outstanding, held by approximately [•] shareholders of record, and entitled to vote at the Special Meeting.

On January 3, 2025, the last trading day prior to the public announcement of the execution of the Business Combination Agreement, the closing price of Fubo Common Stock on the NYSE was $1.44 per share. On [•], 2025, the latest practicable trading day before the printing of this proxy statement, the closing price of Fubo Common Stock on the NYSE was $[•] per share. You are encouraged to obtain current market quotations for Fubo Common Stock.

Fubo Common Stock is currently registered under the Exchange Act. If the Transactions are consummated, each issued and outstanding share of Fubo Common Stock will be automatically converted into one share of Class A Common Stock. The outstanding shares of Class A Common Stock will continue to trade on the NYSE under the same ticker symbol that shares of Fubo Common Stock currently trade under, “FUBO”.

Fubo is seeking approval of the Business Combination Agreement Proposal at the Special Meeting. Fubo Shareholders are encouraged to carefully read this proxy statement in its entirety, including the annexes attached to this proxy statement, for detailed information regarding the Business Combination Agreement. In particular, Fubo directs each Fubo Shareholder to the Business Combination Agreement, a copy of which is attached as Annex A to this proxy statement, and the sections of this proxy statement captioned “The Transactions,” “The Business Combination Agreement,” and “Certain Agreements Related to the Transactions.”

The affirmative vote of the holders of a majority of the outstanding shares of Fubo Common Stock as of the close of business on the Record Date is required to approve the Business Combination Agreement Proposal.

Accordingly, a Fubo Shareholder’s failure to vote by proxy or to vote virtually at the Special Meeting, as well as an abstention or broker non-vote with regard to the Business Combination Agreement Proposal, will have the same effect as a vote “AGAINST” the approval of the Business Combination Agreement Proposal.

The Fubo Board unanimously recommends that you vote “FOR” the approval of the Business Combination Agreement Proposal.

If the Business Combination Agreement Proposal is not approved by the Fubo Shareholders, the Transactions will not be completed. For more information on the effects of the failure of the Transactions to be completed, see the section of this proxy statement captioned “The Transactions—Effect on Fubo If the Transactions are Not Completed.”

Fubo is seeking approval of the Exchange of Assets Proposal at the Special Meeting. Under Section 607.1202 of the FBCA, a Florida corporation may only sell, lease, exchange or otherwise dispose of all, or substantially all, of its property, otherwise than in the usual and regular course of business, if the shareholders of such corporation approve the proposed transaction. Under Section 607.1201(3) of the FBCA, sales, leases, exchanges or other dispositions to wholly-owned subsidiaries do not require such shareholder approval.

Since Fubo will be disposing of substantially all of its property in the Fubo Contribution, Fubo is seeking approval of the Exchange of Assets Proposal, for purposes of certainty under the FBCA, in addition to seeking approval of the Business Combination Agreement Proposal.

Fubo Shareholders are encouraged to carefully read this proxy statement in its entirety, including the annexes attached to this proxy statement, for detailed information regarding the Exchange of Assets Proposal. In particular, Fubo directs each Fubo Shareholder to the Business Combination Agreement, a copy of which is attached as Annex A to this proxy statement, and the sections of this proxy statement captioned “The Transactions,” “The Business Combination Agreement,” and “Certain Agreements Related to the Transactions.”

The affirmative vote of the holders of a majority of the outstanding shares of Fubo Common Stock as of the close of business on the Record Date is required to approve the Exchange of Assets Proposal.

Accordingly, a Fubo Shareholder’s failure to vote by proxy or to vote virtually at the Special Meeting, as well as an abstention or broker non-vote with regard to the Exchange of Assets Proposal, will have the same effect as a vote “AGAINST” the approval of the Exchange of Assets Proposal.

The Fubo Board unanimously recommends that you vote “FOR” the approval of the Exchange of Assets Proposal.

If the Exchange of Assets Proposal is not approved by the Fubo Shareholders, the Transactions will not be completed. For more information on the effects of the failure of the Transactions to be completed, see the section of this proxy statement captioned “The Transactions—Effect on Fubo If the Transactions are Not Completed.”

Fubo is seeking approval of the Conversion Proposal at the Special Meeting. Under the FBCA and DGCL, a Florida corporation may convert to a Delaware corporation upon the adoption of a plan of conversion by the board of directors of the corporation and approval of the plan of conversion by the corporation’s shareholders.

Fubo Shareholders are encouraged to carefully read this proxy statement in its entirety, including the annexes attached to this proxy statement, for detailed information regarding the Conversion Proposal. In particular, Fubo directs each Fubo Shareholder to the Conversion Documents attached to this proxy statement as Annex B through Annex F, each of which relate to the Conversion and the Conversion Proposal, and the section of this proxy statement captioned “The Conversion.”

The affirmative vote of the holders of a majority of the outstanding shares of Fubo Common Stock as of the close of business on the Record Date is required to approve the Conversion Proposal.

Accordingly, a Fubo Shareholder’s failure to vote by proxy or to vote virtually at the Special Meeting, as well as an abstention or broker non-vote with regard to the Conversion Proposal, will have the same effect as a vote “AGAINST” the approval of the Conversion Proposal.

The Fubo Board unanimously recommends that you vote “FOR” the approval of the Conversion Proposal.

If the Conversion Proposal is not approved by the Fubo Shareholders, the Transactions will not be completed. For more information on the effects of the failure of the Transactions to be completed, see the section of this proxy statement captioned “The Transactions—Effect on Fubo If the Transactions are Not Completed.”

Fubo is seeking approval of the Share Issuance Proposal at the Special Meeting, as required by Section 312.03 of the NYSE Listed Company Manual.

Fubo Shareholders are encouraged to carefully read this proxy statement in its entirety, including the annexes attached to this proxy statement, for detailed information regarding the Share Issuance Proposal. In particular, Fubo directs each Fubo Shareholder to the sections of this proxy statement captioned “The Share Issuance” and “Certain Agreements Related to the Share Issuance.”

The affirmative vote of the holders of a majority of the outstanding shares of Fubo Common Stock as of the close of business on the Record Date is required to approve the Share Issuance Proposal.

Accordingly, a Fubo Shareholder’s failure to vote by proxy or to vote virtually at the Special Meeting, as well as an abstention or broker non-vote with regard to the Share Issuance Proposal, will have the same effect as a vote “AGAINST” the approval of the Share Issuance Proposal.

The Fubo Board unanimously recommends that you vote “FOR” the approval of the Share Issuance Proposal.

If the Share Issuance Proposal is not approved by the Fubo Shareholders, the Transactions will not be completed. For more information on the effects of the failure of the Transactions to be completed, see the section of this proxy statement captioned “The Transactions—Effect on Fubo If the Transactions are Not Completed.”

The Adjournment Proposal, if adopted, will allow the Fubo Board to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt any of the Business Combination Proposal, the Exchange of Assets Proposal, the Conversion Proposal or the Share Issuance Proposal at the time of the Special Meeting.

The Adjournment Proposal shall be approved if the number of votes cast in favor of the Adjournment Proposal exceeds the number of votes cast against the Adjournment Proposal (excluding abstentions and broker non-votes), assuming a quorum is present at the Special Meeting. Accordingly, a Fubo Shareholder’s failure to vote by proxy or to vote virtually at the Special Meeting, as well as an abstention or broker non-vote with regard to the Adjournment Proposal, will have no effect on the Adjournment Proposal.

The Fubo Board unanimously recommends that you vote “FOR” the approval of the Adjournment Proposal.

If the Adjournment Proposal is not approved by the Fubo Shareholders, the Fubo Board may not be able to adjourn the special meeting to a later date in the event there are insufficient votes to adopt any of the Business Combination Proposal, the Exchange of Assets Proposal, the Conversion Proposal or the Share Issuance Proposal at the time of the Special Meeting.

Pursuant to Section 14A of the Exchange Act and Rule 14a-21(c) thereunder, Fubo is seeking a non-binding advisory shareholder approval of certain compensation arrangements for Fubo’s named executive officers that are based on or otherwise relate to the Transactions as disclosed pursuant to Item 402(t) of Regulation S-K in the table and the footnotes to that table contained in the section of this proxy statement captioned “The Transactions—Interests of Executive Officers and Directors of Fubo in the Transactions—Quantification of Potential Payments and Benefits to Fubo’s Named Executive Officers in Connection with the Transactions.” Fubo is therefore asking the Fubo Shareholders to adopt the following resolution:

“RESOLVED, that the compensation that may be paid or become payable to Fubo’s named executive officers in connection with the Transactions, as disclosed pursuant to Item 402(t) of Regulation S-K in the table and the footnotes to that table contained in the section of the proxy statement captioned “The Transactions—Interests of Executive Officers and Directors of Fubo in the Transactions—Quantification of Potential Payments and Benefits to Fubo’s Named Executive Officers in Connection with the Transactions,” is hereby APPROVED.”

The Transaction Compensation Proposal shall be approved if the number of votes cast in favor of the Transaction Compensation Proposal exceeds the number of votes cast against the Transaction Compensation Proposal (excluding abstentions and broker non-votes), assuming a quorum is present at the Special Meeting. Accordingly, a Fubo Shareholder’s failure to vote by proxy or to vote virtually at the Special Meeting, as well as an abstention or broker non-vote with regard to the Transaction Compensation Proposal, will have no effect on the Transaction Compensation Proposal.

The Fubo Board unanimously recommends that you vote “FOR” the approval of the Transaction Compensation Proposal.

Because the vote is advisory in nature only, it will not be binding on Fubo. Accordingly, to the extent Fubo is contractually obligated to pay the compensation, the compensation will be payable to the named executive officers, subject only to the conditions applicable thereto, if the Transactions are completed, regardless of the outcome of the advisory vote.

Prior to the Closing, each of Fubo and Hulu will complete a reorganization pursuant to which, the parties will, among other things, take the following steps, in each case, on the terms and subject to the conditions set forth in the Business Combination Agreement:

Subject to the terms and conditions of the Business Combination Agreement, the Closing will take place on the day that is three business days after the day on which all of the conditions to the Closing have been satisfied (or, to the extent permissible, waived), other than closing conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction (or to the extent permissible, waiver) of those closing conditions at the Closing.

For more information regarding the conditions to the Closing, see the section of this proxy statement captioned “The Business Combination Agreement—Conditions to the Closing of the Transactions.”

At the Closing, on the terms and subject to the conditions set forth in the Business Combination Agreement, the parties will, among other things, take the following steps:

Fubo, Disney and certain of their respective affiliates will also enter into certain commercial agreements effective as of the Closing, as described in further detail in the section of this proxy statement captioned “Certain Agreements Related to the Transactions.”

As a result of the Transactions, Fubo will (i) become a Delaware corporation, (ii) continue to be a publicly traded company and (iii) have two outstanding classes of common stock, the Class A Common Stock, which will be listed on the NYSE under the ticker “FUBO”, and the Class B Common Stock, which will not be publicly listed. Fubo’s sole asset following the Closing will be the Fubo-Owned Newco Units.

Each Fubo Shareholder will receive one share of Class A Common Stock for each share of Fubo Common Stock that such Fubo Shareholder holds as of the effective time of the Conversion. The Share Issuance will result in significant dilution to the Fubo Shareholders. Following the Share Issuance, the Fubo Shareholders, collectively, will hold 30% of the voting power of the outstanding shares of capital stock of Fubo and Hulu will hold the remaining 70% of the voting power through its ownership of the shares of Class B Common Stock issued in the Share Issuance (calculated on a fully-diluted basis).

Following the Closing, Fubo will be a “controlled company” for purposes of NYSE listing rules and will elect to be exempt from certain corporate governance requirements available to “controlled companies.”

For further information on the governance of Fubo and Newco following the Closing, see the sections of this proxy statement captioned “The Conversion,” “The Share Issuance,” and “Certain Agreements Related to the Share Issuance.”

In connection with the Transactions, certain members of Fubo’s management will receive benefits and be subject to obligations that are different from, or in addition to, the benefits and obligations of Fubo Shareholders generally, as described in more detail under “—Interests of Executive Officers and Directors of Fubo in the Transactions.”

As of March 31, 2025, Fubo had $330.3 million of outstanding indebtedness on a consolidated basis which included $144.8 million of 3.25% senior convertible notes due 2026 (the “2026 Convertible Notes”), $177.5 million of convertible senior secured notes due 2029 (the “2029 Convertible Notes”), and other notes outstanding with an aggregate principal of approximately $8.1 million. Additionally, the terms of the indenture governing the 2029 Convertible Notes allow for interest payments on the 2029 Convertible Notes to be paid in kind, and as a result, if Fubo chooses to pay interest on the 2029 Convertible Notes in kind subsequent to March 31, 2025 and prior to the consummation of the Transactions, the aggregate principal amount of 2029 Convertible Notes outstanding will increase.

If the Transactions are consummated, the Transactions will constitute a fundamental change under the indenture governing the 2026 Convertible Notes (the “2026 Convertible Notes Indenture”) and the indenture governing the 2029 Convertible Notes (the “2029 Convertible Notes Indenture”), and the holders of the 2026 Convertible Notes and the 2029 Convertible Notes will have the right, at their respective option, to require Fubo to repurchase all or a portion of the outstanding 2026 Convertible Notes and 2029 Convertible Notes held by such holder, in each case, at a repurchase price equal to 100% of the principal amount of such notes to be repurchased, plus accrued and unpaid interest, if any.

In addition, if the Transactions are consummated prior to November 15, 2025, in the case of the 2026 Convertible Notes, and November 15, 2028, in the case of the 2029 Convertible Notes, the Transactions will constitute a make-whole fundamental change under the 2026 Convertible Notes Indenture and the 2029 Convertible Notes Indenture, respectively, and, in each case, Fubo may be required to increase the conversion rate by a pre-defined amount for any holder who elects to convert their 2026 Convertible Notes and/or 2029 Convertible Notes in connection with the Transactions in lieu of requiring Fubo to repurchase all or a portion of such notes.

If the Transactions are not completed for any reason, including as a result of the failure to obtain the Requisite Stockholder Approval, Fubo will not undergo the transactions described in the section of this proxy statement captioned “The Transactions—Pre-Closing Reorganizations” and “The Transactions—Transactions Effected at the Closing,” will not receive the Fubo-Owned Newco Units and will not enter into the commercial agreements with Disney, Hulu and certain of their respective affiliates as described in the section of this proxy statement captioned “Certain Agreements Related to the Transactions,” other than the commercial agreements contemplated by the DMVPD Term Sheet that granted Fubo the right to offer a new Sports & Broadcast service featuring Disney’s sports and broadcast networks, including ABC, ESPN, ESPN2, ESPNU, SECN, ACCN, ESPNEWS, as well as ESPN+, which were entered into on April 26, 2025. Additionally, shares of Fubo Common Stock will not convert into shares of Class A Common Stock. Instead, Fubo will remain an independent public company. In addition, if the Transactions are not completed, Fubo expects that: (a) each member of the Fubo Board will continue as a director of Fubo, (b) our management will continue to operate the business as it is currently being operated, and (c) Fubo Shareholders will continue to be subject to the same risks and opportunities to which they are currently subject (other than risks and opportunities related to the Transactions), including risks related to the highly competitive industry in which Fubo

operates and adverse economic conditions. Furthermore, if the Transactions are not completed, and depending on the circumstances that cause the Transactions not to be completed, Fubo’s business, prospects or results of operation may be adversely impacted and the price of Fubo Common Stock may decline significantly. If that were to occur, it is uncertain when, if ever, the price of Fubo Common Stock would return to the price at which Fubo Common Stock trades as of the date of this proxy statement. Accordingly, there can be no assurance as to the effect of the Transactions not being completed on the future value of your shares of Fubo Common Stock. If the Transactions are not completed, the Fubo Board will continue to evaluate and review, among other things, Fubo’s business, operations, strategic direction and capitalization and will make whatever changes it deems appropriate. In addition, in specified circumstances in which the Business Combination Agreement is terminated, Fubo has agreed to pay Hulu a termination fee of $50,000,000 as more fully described in the sections of this proxy statement captioned “The Business Combination Agreement—Termination of the Business Combination Agreement” and “The Business Combination Agreement—Fubo Termination Fee.”

For more information regarding the risks relating to the Transactions and the risks relating to Fubo’s business, see the section of this proxy statement captioned “Risk Factors—Risks Relating to the Transactions” and “Risk Factors—Risks Relating to Fubo’s Business.”

On January 6, 2025, concurrently with the execution of the Business Combination Agreement, the Settling Parties entered into the Settlement Agreement in connection with the 2024 Litigation. In connection with the Settlement, the Settling Parties agreed to settle all claims asserted in the 2024 Litigation and to dismiss all claims in the 2024 Litigation with prejudice.

The Settlement and the Settlement Agreement will remain in effect if the Transactions are not completed, and the failure of the Transactions to be completed will have no effect thereon. The Settlement is not contingent upon the Closing and Fubo may not bring claims dismissed pursuant to the Settlement Agreement in the event the Transactions fail to close. In addition, in the event that Fubo or any of its affiliates commences any Action that (i) contests the validity or effectiveness of any of the Settlement Documents or the Settlement or (ii) is based on the claims (or underlying factual predicates thereof) that the Settlement Documents contemplate would be dismissed pursuant thereto, Hulu may terminate the Business Combination Agreement.

The following chronology summarizes the key meetings and events that led to the signing of the Business Combination Agreement and certain events that followed. The following chronology does not purport to catalogue every conversation or correspondence by or among members of the Fubo Board, Fubo management, Fubo’s advisors and representatives or other parties and their respective affiliates, advisors or representatives.

Since Fubo Common Stock was listed on the NYSE in October 2020, the Fubo Board and Fubo management, with the assistance of its advisors, have regularly reviewed Fubo’s business and operations, competitive position, performance and prospects, the competitive landscape in which Fubo operates, industry and stock market dynamics and Fubo’s long-term goals and strategic direction. These reviews have included, among other matters, potential opportunities for, and discussions with other companies from time to time regarding, acquisitions, business combinations and other strategic alternatives for Fubo, including the continued execution of Fubo’s strategy as a standalone public company.

In February 2024, Disney, Fox Corporation (“Fox”) and Warner Brothers Discovery, Inc. (“WBD”) announced the proposed formation of a sports streaming service later known as Venu Sports (the “Network JV”).

On February 20, 2024, Fubo filed a lawsuit in the U.S. District Court for the Southern District of New York (the “Court”) asserting federal and state antitrust claims against Disney, ESPN, Inc. and ESPN Enterprises, Inc. (collectively, “ESPN”), Hulu, Fox and WBD (collectively with Disney, ESPN, Hulu and Fox, the “Defendants”) in connection with the announcement of the Network JV (the “2024 Litigation”). Fubo’s complaint challenged the formation of the Network JV and the Defendants’ past business practices on antitrust grounds, and sought injunctive relief to stop the launch of the Network JV and other practices, as well as damages. For further discussion of the 2024 Litigation, see the section of this proxy statement captioned “Where You Can Find More Information”, Fubo’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 3, 2025, and Fubo’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed with the SEC on May 5, 2025.

On February 22, 2024, the Fubo Board met, with members of Fubo management and representatives of Kellogg, Hansen, Todd, Figel & Frederick P.L.L.C. (“Kellogg Hansen”), Fubo’s legal advisor in the 2024 Litigation, in attendance. During the meeting, Fubo management updated, and engaged in a discussion with, the Fubo Board regarding the status of the 2024 Litigation.

On April 7, 2024, the Fubo Board met, with members of Fubo management and representatives of Kellogg Hansen and Latham & Watkins LLP (“Latham”), legal advisor to Fubo, in attendance, during which representatives of Kellogg Hansen updated the Fubo Board on the status of the 2024 Litigation, and a discussion ensued between the Fubo Board, Fubo management and representatives of Kellogg Hansen and Latham.

On April 8, 2024, Fubo filed a motion for preliminary injunction seeking to enjoin the launch of the Network JV pending the outcome of the 2024 Litigation.

On April 25, 2024, the Fubo Board met, with representatives of Fubo management in attendance. During the meeting, Fubo management updated the Fubo Board on the status of the 2024 Litigation.

On April 29, 2024, Fubo filed an amended complaint in connection with the 2024 Litigation (the “Amended Complaint”).

Throughout the pendency of the 2024 Litigation, representatives of each of Fubo, Disney and their respective legal advisors periodically engaged in preliminary discussions regarding the terms of a potential settlement of the 2024 Litigation. Between July 7, 2024 and July 29, 2024, Fubo, Disney and certain other Defendants exchanged settlement proposals, but ultimately did not come to an agreement. As part of these discussions, Fubo’s and Disney’s respective content licensing teams periodically discussed terms of new potential commercial arrangements between the parties that could have been part of the settlement of the 2024 Litigation. These discussions did not contemplate a business combination transaction.

On July 12, 2024, the Fubo Board met, with members of Fubo management and representatives of Kellogg Hansen in attendance. During the meeting, representatives of Kellogg Hansen updated, and engaged in discussion with, the Fubo Board and Fubo management regarding the status of the 2024 Litigation, including the status of potential settlement discussions and a preliminary assessment of possible damages.

On July 25, 2024, in the ordinary course of business, and not as representatives of Fubo, representatives of Wells Fargo Securities, LLC (“Wells Fargo Securities”) met with representatives of Disney to discuss the media and entertainment landscape and potential business opportunities and investments in the sector broadly. As part of this conversation, representatives of Wells Fargo Securities referenced a strategic transaction with Fubo (among other potential counterparties) as a potential business opportunity for industry peers, among other topics.

Also on July 25, 2024, the Fubo Board met, with members of Fubo management in attendance. During the meeting, members of Fubo management updated the Fubo Board on the status of the 2024 Litigation, including the status of potential settlement discussions.

On August 16, 2024, the Court, after a five-day hearing, granted Fubo’s motion for a preliminary injunction, enjoining the launch of the Network JV pending the outcome of the 2024 Litigation. On August 19, 2024, the Defendants filed a notice of appeal. On September 20, 2024, the Defendants filed their opening appeal brief with the U.S. Court of Appeals for the Second Circuit seeking a reversal of the Court’s order granting a preliminary injunction. On November 4, 2024, Fubo filed its opposition brief, urging affirmance of the Court’s preliminary injunction. On December 9, 2024, the Defendants filed their reply brief. A hearing on Defendants’ appeal to overturn the Court’s preliminary injunction was scheduled for January 6, 2025, which ultimately was cancelled after Fubo and the Defendants filed a joint Stipulation of Voluntary Dismissal with Prejudice prior to the scheduled hearing on the morning of January 6, 2025.

The district court litigation progressed while the Defendants sought appellate relief. On September 26, 2024, the Defendants filed their motions to dismiss Fubo’s Amended Complaint, which the Court denied on December 13, 2024.

During the fall of 2024, in the ordinary course of business, representatives of each of Wells Fargo Securities and Fubo discussed industry dynamics broadly and Fubo-specific matters, including the Existing Notes and Fubo’s capital needs and access to liquidity. As part of these discussions, representatives of Fubo authorized representatives of Wells Fargo Securities to contact two industry peers of Fubo to gauge their interest in a potential investment in, or other strategic transaction with, Fubo. Although representatives of Wells Fargo Securities contacted each party as

authorized, neither of these parties expressed interest in exploring an investment in, or other strategic transaction with, Fubo. Fubo thereafter continued to explore a potential investment or other strategic transaction to address its capital needs and access to liquidity, including in light of the Existing Notes and otherwise. In connection therewith, representatives of each of Fubo and Wells Fargo Securities held regular discussions during which Wells Fargo Securities provided updates on general industry matters, market conditions and potential strategic transactions. Wells Fargo Securities was subsequently formally engaged as Fubo’s financial advisor in connection with the Transactions.

On October 24, 2024, the Fubo Board met, with members of Fubo management in attendance. During the meeting, members of Fubo management updated the Fubo Board on the status of the 2024 Litigation, Fubo’s corporate development initiatives, potential refinancing alternatives for the 2026 Convertible Notes and other potential financing transactions. The Fubo Board further discussed Fubo’s strategy with respect to the 2024 Litigation, including a potential settlement of the 2024 Litigation.

In November 2024, Fubo management and Wells Fargo Securities prepared confidential materials relating to Fubo, based solely on publicly available information, to share with parties to gauge their interest in a potential investment in, or other strategic transaction with, Fubo (the “November Discussion Materials”). An exploration of potential strategic alternatives for Fubo, including a preliminary assessment of potential strategic partners, continued during the course of November 2024.

On November 22, 2024, Fubo management authorized representatives of Wells Fargo Securities to propose to Disney, and discuss with representatives of Disney, a potential strategic transaction between Fubo and the Hulu Live Business.

On November 25, 2024, during a call with a representative of Disney, and in accordance with Fubo’s directives, a representative of Wells Fargo Securities introduced the possibility of a business combination between Fubo and the Hulu Live Business and subsequently provided the representative of Disney with the November Discussion Materials.

On November 27, 2024, during a call with a representative of Wells Fargo Securities, a representative of Disney confirmed Disney’s preliminary interest in exploring a potential business combination between Fubo and the Hulu Live Business. The representative of Wells Fargo Securities then proposed that Fubo, Disney and their respective financial advisors meet in person to further these discussions, which meeting was thereafter scheduled for December 10, 2024.

From November 27, 2024 until December 6, 2024, Fubo and representatives of each of Wells Fargo Securities and Latham discussed the potential structure, terms and timeline of a potential business combination between Fubo and the Hulu Live Business.

On December 2, 2024, representatives of each of Disney and, in accordance with Fubo’s directives, Wells Fargo Securities continued to discuss the rationale, timing and structure of a potential strategic transaction, consisting of a business combination between Fubo and the Hulu Live Business and certain commercial and carriage arrangements (the “Potential Transaction”). The representative of Disney noted the importance of timing and Disney’s desire to determine whether a mutually beneficial strategic transaction could be negotiated on an accelerated timeline.

On December 6, 2024, the Fubo Board met, with members of Fubo management in attendance. The Fubo Board discussed, among other matters, the status of discussions between Fubo, Disney and their respective financial advisors regarding the Potential Transaction and the upcoming meeting with Disney scheduled for December 10, 2024. The Fubo Board instructed Fubo management to continue to explore such Potential Transaction with Disney.

Between December 7, 2024 and December 9, 2024, representatives of each of Disney and, in accordance with Fubo’s directives, Wells Fargo Securities discussed the potential structure and certain preliminary terms of the Potential Transaction, including (i) that the 2024 Litigation would be permanently settled with all Defendants at the time of executing the definitive documents providing for the Potential Transaction, (ii) that, in exchange for combining the Hulu Live Business with Fubo’s business, Hulu would acquire a to-be-determined majority interest of Fubo, which would continue to be publicly listed on the NYSE, (iii) certain minority protections for Fubo’s public shareholders that would be negotiated with Disney and (iv) Fubo’s need for sufficient working capital to operate and grow its business.

On the evening of December 9, 2024, Fubo and Disney executed a mutual non-disclosure agreement. Following the execution of the mutual non-disclosure agreement and on a continuing basis until the Business Combination Agreement was executed, Fubo, Disney and their respective advisors conducted business, legal, financial and tax due diligence investigations of Fubo and the Hulu Live Business, respectively, and engaged in due diligence sessions on various topics.

On December 10, 2024, representatives of Fubo and Disney, together with representatives of each of Wells Fargo Securities and Disney’s financial advisor, Centerview Partners LLC (“Centerview”), met in New York to discuss the Potential Transaction, including the transaction rationale, transaction structure, key due diligence areas, valuation considerations and a potential transaction timeline.

Later that day, representatives of Cravath, Swaine & Moore LLP (“CSM”), legal advisor to Disney and Hulu, provided representatives of Fubo and Latham with an outline of Disney’s proposed structure for the Potential Transaction, which contemplated Fubo (i) remaining publicly listed on the NYSE, (ii) issuing vote-only shares of a new class of Fubo’s common stock to Hulu, (iii) employing an “Up-C” structure to manage Fubo’s business and the Hulu Live Business and (iv) entering into a tax receivables agreement with Hulu upon the closing of such transaction.

On December 11, 2024, the Fubo Board met, with members of Fubo management and a representative of Wells Fargo Securities in attendance. During the meeting, Fubo management and Wells Fargo Securities updated the Fubo Board on the December 10, 2024 meeting with Disney and Centerview and discussed potential next steps with respect to the Potential Transaction. The Fubo Board discussed Fubo’s and Disney’s respective views on the rationale of the Potential Transaction and certain potential benefits to Fubo of the Potential Transaction relative to other alternatives, including continuing as a standalone company. The Fubo Board also discussed the post-closing ownership of Fubo, and governance rights of the Fubo Shareholders. The Fubo Board acknowledged that the Potential Transaction would be expected to constitute a change of control of Fubo, and consequently that the Fubo Shareholders would be expected to become minority shareholders of Fubo and, indirectly, Newco. Last, the Fubo Board discussed the potential impact of the Potential Transaction on the 2024 Litigation and the Existing Notes, including the fact that Disney’s willingness to enter into definitive documents providing for such transaction was contingent upon the parties permanently settling the 2024 Litigation at the time of the execution of such definitive documents.

On December 12, 2024, representatives of each of Fubo, Latham, Wells Fargo Securities, Centerview and CSM discussed possible structures for the Potential Transaction, including the previously proposed “Up-C” structure and other relevant structuring considerations. Later that day, representatives of CSM provided representatives of Latham with Disney’s proposal for Fubo’s governance following the consummation of the Potential Transaction. The proposal contemplated: (i) a Fubo Board comprised of Fubo’s chief executive officer and eight additional directors, comprised of (a) five directors designated by Hulu, including the chair of the Fubo Board, and (b) three “independent” directors, as defined by NYSE rules, to be mutually agreed upon by Fubo and Hulu; (ii) Fubo’s election to utilize the “controlled companies” exemptions from NYSE requirements; (iii) the inclusion of a corporate opportunities waiver in the organizational documents of Fubo and Newco; (iv) the recusal of Hulu-appointed directors from matters presenting a conflict of interest, with such matters requiring approval of a majority of the independent directors of the Fubo Board; and (v) the continuation of Fubo’s existing management team immediately following the closing of the Potential Transaction.

On December 13, 2024, in connection with the Potential Transaction, at the request of representatives of Fubo, representatives of Disney provided representatives of Fubo with a draft term sheet that outlined the potential terms of a new Sports and Broadcast service proposed to be launched by Fubo that would feature Disney’s sports and broadcast networks (the “DMVPD Term Sheet”). The DMVPD Term Sheet contemplated that Disney would enter into a new carriage agreement with Fubo following the execution of definitive agreements for the Potential Transaction, but that the effectiveness of such agreement would not be contingent upon the consummation of such transaction.

Later that day, following a hearing, the Court denied the Motion to Dismiss Fubo’s Amended Complaint in the 2024 Litigation.

On December 15, 2024, representatives of each of Fubo and Disney discussed the process and expected timeline to announce the Potential Transaction.

Later that afternoon, the Fubo Board met, with members of Fubo management and representatives of Latham and Wells Fargo Securities in attendance. During the meeting, Wells Fargo Securities updated the Fubo Board on the

ongoing discussions between Fubo, Disney and their respective advisors regarding the Potential Transaction. The Fubo Board discussed the draft of the DMVPD Term Sheet and requested additional information regarding the 2024 Litigation to assess the value of a potential settlement thereof. The Fubo Board also discussed structuring considerations for the Potential Transaction, including the potential implementation of an “Up-C” reorganization and the treatment of Fubo’s net operating losses for the proposed transaction structure.

On December 16, 2024, representatives of Disney provided representatives of Fubo with a draft term sheet that outlined the asset perimeter of the Hulu Live Business and proposed distribution, ad sales, brand license and other service arrangements contemplated to be entered into in connection with the Potential Transaction, in each case, contingent upon the consummation of such transaction and the settlement of the 2024 Litigation (the “Commercial Term Sheet”). Representatives of each of Fubo and Disney discussed the draft Commercial Term Sheet and the draft DMVPD Term Sheet later that day and the next day.

On December 17, 2024, the Fubo Board met, with a member of Fubo management and a representative of Latham in attendance. During the meeting, the representative of Latham provided an overview of the Fubo Board’s fiduciary duties under Florida law and certain other considerations relevant to the Fubo Board’s evaluation of the Potential Transaction.

From December 17, 2024 until January 3, 2025, representatives of each of Disney, Fubo and their respective financial advisors discussed financial modeling for Fubo, the Hulu Live Business and Newco. During this time, Fubo management also prepared (i) the January 2025 Fubo Projections, based on Fubo’s long-range plan, and (ii) the Newco Projections, based on the January 2025 Fubo Projections and certain prospective financial information with respect to the Hulu Live Business provided by Disney. For more information about the Projections, see the section of this proxy statement captioned “The Transactions—Certain Unaudited Financial Projections.”

On December 18, 2024, representatives of each of Fubo and Disney discussed the drafts of the Commercial Term Sheet and the DMVPD Term Sheet.

On December 19, 2024, (i) at the direction of the Fubo Board, representatives of Fubo and Wells Fargo Securities discussed the draft Commercial Term Sheet with representatives of Disney and Centerview and (ii) representatives of Disney shared with representatives of Fubo a revised draft of the DMVPD Term Sheet.

Later that day, at the direction of the Fubo Board, representatives of Fubo contacted representatives of Evercore Group L.L.C. (“Evercore”) to discuss Evercore’s potential engagement to provide additional perspectives on the Potential Transaction and for purposes of evaluating the fairness of, and delivering an opinion to the Fubo Board in connection with, such transaction.

From December 20, 2024 through December 22, 2024, representatives of each of Fubo and Disney discussed the drafts of the Commercial Term Sheet and the DMVPD Term Sheet.

On December 20, 2024, the Fubo Board met, with members of Fubo management and representatives of each of Wells Fargo Securities, Latham and Kellogg Hansen in attendance. During the meeting, Wells Fargo Securities updated the Fubo Board on the ongoing discussions between Fubo, Disney and their respective advisors regarding the Potential Transaction and discussed with the Fubo Board preliminary financial matters relating to Fubo and Newco. The Fubo Board discussed valuing the Potential Transaction and the 2024 Litigation, as well as considerations regarding engaging a second financial advisor. Representatives of Kellogg Hansen discussed its assessment of the likelihood of recovering damages in the 2024 Litigation, the quantum of such possible damages, potential timing of recovery and other considerations related to the possible damages recoverable in the 2024 Litigation. The Fubo Board also discussed the drafts of the Commercial Term Sheet and the DMVPD Term Sheet previously shared by representatives of Disney and, following such discussion, instructed Fubo management and Fubo’s advisors to continue to negotiate the terms of the Commercial Term Sheet and the DMVPD Term Sheet with Disney in accordance with the discussions at the meeting.

Following the meeting of the Fubo Board on December 20, 2024, the compensation committee of the Fubo Board (the “Compensation Committee”) met, with representatives of Latham in attendance. During the meeting, the Compensation Committee discussed go-forward compensation arrangements and accelerating certain incentive equity and bonuses for certain members of Fubo management to mitigate potential tax implications to such

employees and Fubo under Section 280G of the Internal Revenue Code in connection with the consummation of the Potential Transaction. For more information about the interests of the executive officers and directors of Fubo in the Transactions, see the section of this proxy statement captioned “The Transactions—Interests of Executive Officers and Directors of Fubo in the Transactions.”

On the evening of December 20, 2024, representatives of CSM shared with representatives of Latham an initial draft of the Business Combination Agreement and an initial draft of a term sheet addressing certain tax matters related to the transactions contemplated by the draft Business Combination Agreement (the “Tax Term Sheet”). The draft Business Combination Agreement did not (i) specify the proposed post-closing ownership percentages of each of Disney and Fubo in Newco or (ii) provide indemnification rights in favor of Fubo or Disney.

On December 22, 2024, the Fubo Board met, with members of Fubo management and representatives of Latham in attendance. During the meeting, the Fubo Board approved certain compensation matters previously considered by the Compensation Committee during the Compensation Committee’s December 20, 2024 meeting.

Later that day, representatives of Latham shared with representatives of CSM a revised draft of the Commercial Term Sheet reflecting the terms discussed with the Fubo Board and Fubo management.

On December 23, 2024, representatives of Fubo, Disney and their respective financial advisors discussed the draft Commercial Term Sheet.

The Fubo Board met later that evening, with members of Fubo management and representatives of Wells Fargo Securities and Latham in attendance. During the meeting, Wells Fargo Securities updated the Fubo Board on the ongoing discussions between Fubo, Disney and their respective advisors regarding the Potential Transaction. Wells Fargo Securities also reviewed illustrative frameworks for evaluating possible alternatives to the Potential Transaction and provided an illustrative overview of Fubo’s financial profile in certain scenarios. The Fubo Board then discussed certain key terms of the draft transaction agreements related to the Potential Transaction, including the DMVPD Term Sheet and the Commercial Term Sheet.

On December 24, 2024, the Fubo Board met, with members of Fubo management and representatives of Wells Fargo Securities and Latham in attendance. During the meeting, the Fubo Board discussed the ongoing discussions between Fubo, Disney and their respective advisors regarding the Potential Transaction, certain challenges for Fubo as a standalone company, the potential value and likelihood of various outcomes of the 2024 Litigation, the potential prospects of Newco if the Potential Transaction was consummated and Fubo’s proposed remedies and protections in the event that definitive documents providing for the Potential Transaction were executed, but later terminated. The Fubo Board also discussed the fact that Disney’s willingness to enter into definitive documents providing for a Potential Transaction was contingent upon the parties permanently settling the 2024 Litigation at the time of the execution of such definitive documents, and the Fubo Board compared the value of the proposed remedies and protections in the event that the Potential Transaction was not consummated against the likelihood of recovering damages in the 2024 Litigation, the quantum of such possible damages, potential timing of recovery and other considerations related to the possible damages recoverable in the 2024 Litigation. The Fubo Board next discussed various legal matters relating to the Potential Transaction, including transaction structure, governance matters and the fact that the Potential Transaction was expected to constitute a change of control of Fubo. Finally, the Fubo Board discussed the potential timeline to consummating the Potential Transaction and the possibility that the Potential Transaction would not be consummated.

On December 26, 2024, representatives of Fubo shared with representatives of Disney a revised draft of the DMVPD Term Sheet. Representatives of each of Fubo and Disney discussed the DMVPD Term Sheet the next day.

Between December 26, 2024 and January 2, 2025, representatives of Disney and other Defendants discussed the potential settlement of the 2024 Litigation and prepared an initial draft of the Settlement Agreement.

On December 28, 2024, representatives of Latham shared with representatives of CSM a revised draft of the Business Combination Agreement reflecting instruction from the Fubo Board and Fubo management. This draft, among other things, (i) removed closing conditions related to the absence of a Fubo Material Adverse Effect and the accuracy of Fubo’s representations and warranties (other than certain “fundamental” representations and warranties) at the closing of the Potential Transaction and (ii) inserted an indemnity in favor of Fubo for losses arising from any Disney Retained Liability. This draft did not propose post-closing ownership percentages of Disney or Fubo in Newco.

Later that day, Fubo, Disney and their respective advisors discussed the draft Business Combination Agreement, the draft Commercial Term Sheet and the draft DMVPD Term Sheet.

Later that evening, representatives of CSM shared with representatives of Latham a revised draft of the Commercial Term Sheet. In addition to revised commercial terms, this draft of the Commercial Term Sheet proposed that (i) Hulu would own 77.5% of Newco and Fubo would own 22.5% of Newco, (ii) Fubo would receive a $100 million payment from Disney upon executing definitive documents providing for the Potential Transaction (creditable against the termination fee, but not refundable), (iii) Disney would pay a $250 million termination fee to Fubo if the Potential Transaction did not close due to the failure to obtain required regulatory approvals and (iv) Disney would provide a $70 million unsecured financing commitment to Fubo.

On December 29, 2024, the Fubo Board met, with members of Fubo management and representatives of Wells Fargo Securities and Latham in attendance. During the meeting, Wells Fargo Securities updated the Fubo Board on the ongoing discussions between Fubo, Disney and their respective advisors regarding the Potential Transaction. Wells Fargo Securities summarized the material terms of the proposals in Disney’s December 28^th draft Commercial Term Sheet (the “December 28^th Proposal”) and also provided (i) an illustrative comparison of Newco’s financial profile in certain scenarios; (ii) an illustrative financial summary of Fubo, the Hulu Live Business and Newco, assuming the December 28^th Proposal was accepted; and (iii) a summary of a potential counterproposal prepared by Fubo management and advisors in response to the December 28^th Proposal. The Fubo Board discussed the potential counterproposal and, following such discussion, the Fubo Board instructed Fubo management and Fubo’s advisors to inform Disney that its proposed Newco pro forma ownership split was unacceptable, to deliver the counterproposal discussed at the meeting to Disney and otherwise continue negotiating the definitive agreements related to the Potential Transaction in accordance with the guidance provided at the meeting.

Following the Fubo Board meeting, as instructed, a representative of Wells Fargo Securities orally conveyed Fubo’s counterproposal to a representative of Disney, indicating that the Fubo Board viewed Disney’s proposed Newco ownership split as unacceptable. The counterproposal provided for, among other matters, (i) a $200 million signing payment, (ii) a $400 million termination fee and (iii) a $125 million unsecured credit facility.

Later that evening, Fubo and Disney entered into a mutual “clean team” agreement to facilitate each party’s due diligence investigation of certain potentially sensitive information of the other’s business in connection with the Potential Transaction.

On the morning of December 30, 2024, representatives of CSM shared with representatives of Latham an issues list regarding certain material terms of the draft Business Combination Agreement. Among other matters, this issues list (i) proposed a $100 million signing payment (creditable against the termination fee, but not refundable), (ii) rejected Fubo’s removal of closing conditions related to the absence of a Fubo Material Adverse Effect and the accuracy of Fubo’s representations and warranties (other than certain “fundamental” representations and warranties) at the closing of the Potential Transaction and (iii) accepted the general concept that Hulu would indemnify Fubo for losses arising from any Disney Retained Liability, subject to certain revisions and Fubo’s acceptance of Newco providing a reciprocal indemnity in favor of Hulu for Hulu Live Business Liabilities.

Later that day, representatives of Latham shared with representatives of CSM further revised drafts of the Commercial Term Sheet and the Tax Term Sheet. This draft of the Commercial Term Sheet, consistent with Fubo’s counterproposal previously conveyed orally on behalf of Fubo by a representative of Wells Fargo Securities to a representative of Disney on December 29, 2024, removed the reference to ownership percentages of Newco and proposed that (i) Fubo would receive a $200 million cash payment from Disney upon executing definitive documents providing for the Potential Transaction (creditable against the termination fee, but not refundable), (ii) Disney would pay a $400 million termination fee to Fubo if the Potential Transaction did not close due to the failure to obtain required regulatory approvals or for Hulu’s breach of the Business Combination Agreement and (iii) Disney would provide a $125 million unsecured credit facility to Fubo upon executing definitive documents providing for the Potential Transaction, which credit facility would close ten business days following the execution of such definitive documents.

That evening, (i) representatives of Disney shared a revised draft of the DMVPD Term Sheet with representatives of Fubo and (ii) representatives of Disney and Fubo discussed the draft Commercial Term Sheet.

On the morning of December 31, 2024, representatives of CSM shared with representatives of Latham a further revised draft of the Commercial Term Sheet. This draft of the Commercial Term Sheet proposed that (i) Hulu would

own 74% of Newco and Fubo would own 26% of Newco, (ii) Fubo would receive a $150 million payment from Disney upon executing definitive documents providing for the Potential Transaction (creditable against the termination fee, but not refundable), (iii) Disney would pay a $275 million termination fee to Fubo if the Potential Transaction did not close due to the failure to obtain required regulatory approvals or for Hulu’s breach of the Business Combination Agreement and (iv) Disney would provide a $70 million unsecured credit facility to Fubo, available commencing on January 15, 2026.

The Fubo Board met later that morning, with members of Fubo management and representatives of Latham and Wells Fargo Securities in attendance. During the meeting, Wells Fargo Securities updated the Fubo Board on the ongoing discussions between Fubo, Disney and their respective advisors regarding the Potential Transaction. Wells Fargo Securities then summarized the material terms of the proposals in Disney’s December 31^st draft Commercial Term Sheet (the “December 31^st Proposal”) and also provided an illustrative comparison of Newco’s financial profile in certain scenarios and certain other illustrative overviews and frameworks for evaluating the Potential Transaction. The Fubo Board then discussed the proposed financial terms prepared by Fubo management and Fubo’s advisors in response to the December 31^st Proposal. The Fubo Board also discussed the proposals prepared by Fubo management and Fubo’s advisors in response to the governance proposal sent by representatives of CSM, on behalf of Disney, on December 12, 2024. Following such discussion, the Fubo Board instructed Fubo management and Fubo’s advisors to deliver the counterproposal discussed at the meeting to Disney and its advisors and otherwise continue negotiating the definitive agreements related to the Potential Transaction in accordance with the guidance provided at the meeting.

Later that afternoon, representatives of Latham and CSM discussed the draft Business Combination Agreement.

Later that evening, representatives of Latham shared with representatives of CSM an initial draft of the Governance Term Sheet. This draft of the Governance Term Sheet contemplated: (i) a Fubo Board comprised of Fubo’s chief executive officer and eight additional directors, consisting of (a) five directors designated by Hulu, including the chair of the Fubo Board, and (b) three “independent” directors, as defined by NYSE rules, designated by the current Fubo Board; (ii) Hulu’s board designation rights would be subject to the following fall-away thresholds if Hulu’s ownership of Fubo’s outstanding shares fell below (a) 50%, three directors (one of whom must be independent); (b) 30%, two directors (one of whom must be independent); (c) 20%, one director; and (d) 10%, zero directors; (iii) Fubo’s election to utilize the “controlled companies” exemptions from NYSE requirements; (iv) the inclusion of a corporate opportunities waiver in the organizational documents of Fubo; (v) the recusal of Hulu-appointed directors from matters presenting a conflict of interest, with such matters requiring approval of a majority of the independent directors of the Fubo Board; (vi) that the Governance and Nominating Committee and Compensation Committee would include at least one independent director designated by the current Fubo Board and that the Audit Committee would consist entirely of independent directors; (vii) the creation of a Conflicts Committee, consisting solely of independent directors, which would be responsible for approving certain specified material matters; (viii) that Hulu and Fubo would enter into a voting agreement, with Hulu agreeing, among other matters, to vote in favor of (a) the directors nominated by the Fubo Board and (b) the Fubo Board’s recommendation with respect to any other Fubo proposal or stockholder proposal presented at an annual or special meeting; (ix) a 24-month lock-up on the shares of Class B Common Stock (or, if exchanged following the Closing, Class A Common Stock) acquired by Hulu or its affiliates in the Potential Transaction (with an exception for transfers to controlled affiliates); (x) that during the duration of the term of the Commercial Services Agreement (and any separation period thereafter), Hulu and its affiliates would not be permitted to transfer shares of Class A Common Stock or Class B Common Stock if such transfer would cause Disney and its affiliates to own less than 51% of the aggregate outstanding shares of Fubo (a “Prohibited Transfer”) and (xi) the continuation of Fubo’s existing management team immediately following the closing of the Potential Transaction.

On January 1, 2025, representatives of Latham shared with representatives of CSM a revised draft of the Commercial Term Sheet reflecting instruction from the Fubo Board and Fubo management. This draft of the Commercial Term Sheet proposed that (i) Hulu would own 70% of Newco and Fubo would own 30% of Newco, (ii) Fubo would receive a $220 million cash payment from Disney upon executing definitive documents providing for the Potential Transaction (creditable against the termination fee, but not refundable), (iii) Disney would pay a $350 million termination fee to Fubo if the Potential Transaction did not close for any reason and (iv) Disney would provide a $145 million unsecured credit facility to Fubo, available commencing on January 1, 2026. This draft also proposed

certain revised wholesale fees and noted that the Business Combination Agreement would not include a closing condition related to the absence of a Fubo Material Adverse Effect and that the “bringdown” condition would only apply to Fubo’s “fundamental” representations and warranties.

Shortly thereafter, representatives of CSM shared with representatives of Latham a revised draft of the Commercial Term Sheet that included (i) a 70%/30% ownership split of Newco by Hulu and Fubo, respectively; (ii) a $220 million cash payment payable to Fubo upon executing definitive documents providing for the Potential Transaction (creditable against the termination fee, but not refundable); (iii) a $350 million termination fee, payable if the Potential Transaction did not close due to the failure to obtain required regulatory approvals or for Hulu’s breach of the Business Combination Agreement; and (iv) a commitment by Disney to provide a $145 million unsecured term loan, to be funded on January 5, 2026, subject to certain conditions to funding. These terms were subsequently removed from the Commercial Term Sheet and further negotiations on these matters were resolved in connection with finalization of the Business Combination Agreement and the Commitment Letter.

Later that afternoon, representatives of CSM provided representatives of Latham with a revised issues list for the draft Business Combination Agreement reflecting certain revised positions based on negotiations over the previous two days. Among other matters, this issues list maintained Disney’s previous position that closing conditions related to the absence of a Fubo Material Adverse Effect and the accuracy of Fubo’s representations and warranties (other than certain “fundamental” representations and warranties) at the closing of the Potential Transaction should be re-inserted, but proposed that Disney would pay Fubo a termination fee if the Potential Transaction did not close due to the existence of a Fubo Material Adverse Effect. Fubo, Disney and their respective advisors discussed the drafts of the Business Combination Agreement, the Commercial Term Sheet, the Governance Term Sheet and the Tax Term Sheet shortly after receiving this issues list.

Later that evening, representatives of CSM shared with Latham a revised draft of the Commercial Term Sheet that revised certain operational provisions.

Between January 1, 2025 and January 5, 2025, Fubo management and representatives of Latham corresponded with representatives of Sterlington PLLC (“Sterlington”), independent legal advisor to Fubo management (other than Mr. Edgar Bronfman, Fubo’s executive chairman), and a representative of Wachtell, Lipton, Rosen & Katz LLP (“Wachtell”), independent legal advisor to Mr. Bronfman, to discuss transaction and retention compensation for certain members of Fubo management. These discussions included a proposal from Fubo management regarding transaction and retention compensation arrangements, including potential non-compete agreements.

Between January 2, 2025 and the morning of January 6, 2025, representatives of each of Fubo, Disney and their respective advisors discussed and drafted the public communications that would be made in connection with the announcement of the Transactions.

On the morning of January 2, 2025, representatives of CSM shared with representatives of Latham an initial draft of the term sheet for the Registration Rights Agreement. Also on the morning of January 2, 2025, representatives of CSM shared with representatives of Latham a revised draft of the Governance Term Sheet. This draft of the Governance Term Sheet removed the Prohibited Transfer concept and contemplated: (i) a Fubo Board comprised of Fubo’s chief executive officer and eight additional directors, consisting of (a) five directors designated by Hulu, including the chair of the Fubo Board, and (b) three “independent” directors, as defined by NYSE rules, two of whom would be designated by the current Fubo Board and be reasonably acceptable to Hulu and one of whom would be designated by Hulu; (ii) that Hulu would be entitled to designate a majority of the members of the Fubo Board so long as Hulu owned at least 50% of the shares of Fubo common stock held by Hulu upon the closing of the Potential Transaction and its board designation rights would be subject to the following fall-away thresholds if Hulu’s ownership of Fubo’s outstanding shares held by Hulu upon the closing of the Potential Transaction fell below (a) 50%, four directors; (b) 40%, three directors, (c) 30%, two directors; (d) 20%, one director; and (e) 10%, zero directors; (iii) Fubo’s election to utilize the “controlled companies” exemptions from NYSE requirements; (iv) the inclusion of a corporate opportunities waiver in the organizational documents of Fubo; (v) that the Audit Committee (consisting entirely of independent directors) would address matters that presented a conflict of interest and removed the concept of a Conflicts Committee and the enumerated list of material matters that it would review; (vi) that the Compensation Committee, but not the Governance and Nominating Committee, would include at least one independent director (not necessarily one of the independent directors designated by the current members of the Fubo Board); (vii) that Hulu would enter into a voting agreement with Fubo, effective for one year following the closing of the Potential Transaction, agreeing, among other matters, to vote in favor of (a) the directors nominated by the

Fubo Board and (b) the ratification of Fubo’s auditors (but not necessarily the recommendation of the Fubo Board with respect to any other proposal presented at an annual or special meeting); (viii) a 24-month lock-up on the shares of Class B Common Stock (or, if exchanged following the Closing, Class A Common Stock) acquired by Hulu or its affiliates in the Potential Transaction, with an exception for transfers to affiliates subject to execution of a joinder to the voting agreement and transfers in connection with the consummation of any merger, acquisition, business combination or other similar transaction with any person, business or portion thereof which derived less than 90% of its EBITDA for the prior four-fiscal quarter period from operating a competing DMVPD distributor (a “Permitted Transaction”); (ix) that Fubo’s certificate of incorporation as a Delaware corporation would include a waiver of DGCL §203 and (x) the continuation of Fubo’s existing management team immediately following the closing of the Potential Transaction.

Throughout the day on January 2, 2025, representatives of Fubo, Disney and their respective advisors discussed, among other things, the drafts of the Business Combination Agreement, the Commercial Term Sheet, the DMVPD Term Sheet, the Governance Term Sheet and the Tax Term Sheet. Following such discussions, representatives of CSM shared with representatives of Latham revised drafts of the Commercial Term Sheet and the Governance Term Sheet and an updated issues list to the Business Combination Agreement. This issues list reflected the outcome of certain negotiated terms of the Business Combination Agreement, including that there would be no closing conditions related to (i) the absence of a Fubo Material Adverse Effect or a Hulu Material Adverse Effect or (ii) the accuracy of either party’s representations and warranties at the closing of the Potential Transaction. This draft of the Governance Term Sheet lowered the competing DMVPD EBITDA threshold in a Permitted Transaction from 90% to 50%. The same day, representatives of Fubo shared a revised draft of the DMVPD Term Sheet with representatives of Disney.

Later on January 2, 2025, representatives of CSM, on behalf of the Defendants, shared an initial draft of the Settlement Agreement with representatives of Latham and Kellogg Hansen. Consistent with the parties’ discussions to date, the draft Settlement Agreement contemplated a permanent dismissal of all claims related to the 2024 Litigation against each of the Defendants, effective as of the date of the execution of definitive documents providing for the Potential Transaction. Representatives of Latham also shared with representatives of CSM a revised draft of the Commercial Term Sheet, a revised draft of the term sheet for the Registration Rights Agreement and an initial draft of the Commitment Letter later that evening.

On the morning of January 3, 2025, representatives of CSM shared with representatives of Latham an initial draft of the Good Reason Waiver Acknowledgment Letter.

Throughout the day on January 3, 2025, representatives of each of Fubo and Disney discussed the status of executing definitive documents and announcing the Transactions.

The Fubo Board met that afternoon, with members of Fubo management and representatives of Wells Fargo Securities and Latham in attendance. During the meeting, Wells Fargo Securities updated the Fubo Board on the ongoing discussions between Fubo, Disney and their respective advisors regarding the Potential Transaction. Representatives of Latham reviewed the status of certain terms and conditions of the Potential Transaction that were under ongoing negotiation. Wells Fargo Securities then updated the Fubo Board regarding certain preliminary financial matters relating to Fubo, the Hulu Live Business and Newco and provided an illustrative comparison of Fubo’s financial profile in certain scenarios. The Fubo Board also discussed (i) the proposals prepared by Fubo management and Fubo’s advisors in response to the latest draft of the Governance Term Sheet sent by representatives of CSM the prior day and (ii) certain regulatory aspects of the Potential Transaction. The Fubo Board considered Fubo’s proposed responses in light of the fact that the Potential Transaction was expected to constitute a change of control of Fubo and that the Fubo Shareholders would become minority shareholders of Fubo following the consummation of the Transactions. Following discussion, the Fubo Board determined (i) that a 70%/30% ownership split of Newco by Hulu and Fubo, respectively, was acceptable given the value ascribed by the Fubo Board to the potential financial benefits to Fubo of the Potential Transaction (the “Potential Financial Benefits”), and the governance rights and protections afforded to the Fubo Shareholders under the proposed terms of the Potential Transaction, taking into account the Fubo Board’s judgments with respect to Fubo’s prospects as a standalone company, including potential opportunities and challenges, among other factors; (ii) the Potential Financial Benefits were sufficient for Fubo to permanently settle the 2024 Litigation in order to induce Disney to enter into the definitive documents providing for such transaction; and (iii) the proposed terms of the Potential Transaction provided sufficient liquidity and other protection to Fubo and the Fubo Shareholders in the event the Potential Transaction did

not close. The Fubo Board then instructed Fubo management and Fubo’s advisors to continue negotiating the definitive agreements related to the Potential Transaction in accordance with the guidance provided at the meeting and to provide an update to the Fubo Board at its next meeting.

Later that day, representatives of Fubo finalized the January 2025 Fubo Projections, the Hulu Live Business Standalone Projections and the Newco Projections. For more information about the Projections, see the section of this proxy statement captioned “The Transactions—Certain Unaudited Financial Projections.”

Between the afternoon of January 3, 2025 and the afternoon of January 5, 2025, Fubo, Disney and their respective advisors continued to negotiate and exchange drafts of the Business Combination Agreement, the Commercial Term Sheet, the DMVPD Term Sheet, the Governance Term Sheet, the Tax Term Sheet, the Settlement Agreement, the term sheet for the Registration Rights Agreement and the Commitment Letter.

On January 4, 2025, Wells Fargo Securities and Evercore provided to the Fubo Board customary disclosures regarding their respective material investment banking relationships with Fubo and Disney during the approximately preceding two-year period. Based on review of these disclosures, the Fubo Board concluded that there were no conflicts of interest that would impede the ability of Wells Fargo Securities or Evercore to serve as Fubo’s financial advisors in connection with the Potential Transaction. On that same day, Fubo entered into a formal engagement letter with Wells Fargo Securities to memorialize the engagement that had commenced during the fall of 2024.

Between January 4, 2025 and January 5, 2025, a representative of Sterlington discussed certain transaction and retention compensation arrangements for members of Fubo management (other than Mr. Bronfman), including potential non-compete agreements, with a representative of CSM. On January 5, 2025, a representative of Wachtell discussed certain transaction and retention compensation arrangements for Mr. Bronfman, including a proposal for a potential non-compete agreement, with a representative of Disney. For more information on the transaction and retention compensation arrangements of the executive officers and directors of Fubo, see the section of this proxy statement captioned “The Transactions—Interests of Executive Officers and Directors of Fubo in the Transactions.”

Also on January 5, 2025, the Fubo Board met, with members of Fubo management and representatives of Wells Fargo Securities, Evercore and Latham in attendance. During the meeting, members of Fubo management updated the Fubo Board on the ongoing discussions between Fubo, Disney and their respective advisors regarding the Potential Transaction. Each of Wells Fargo Securities and Evercore reviewed their respective preliminary financial analyses of the Fubo-Owned Newco Units. The Fubo Board instructed (i) Wells Fargo Securities and Evercore to finalize their respective preliminary financial analyses of the Fubo-Owned Newco Units based on the January 2025 Fubo Projections, the Hulu Live Business Standalone Projections and the Newco Projections and (ii) Fubo management and Fubo’s advisors to finalize the remaining open points in the draft definitive agreements related to the Potential Transaction in accordance with the guidance provided at the meeting, subject to formal approval of the Fubo Board, and to provide an update to the Fubo Board at its next meeting later that evening.

Between the conclusion of this Fubo Board meeting and the Fubo Board meeting later that evening, Fubo and its advisors (consistent with the instruction of, and the terms approved by, the Fubo Board) and Disney and its advisors continued to negotiate and exchange drafts of the Business Combination Agreement, the Commercial Term Sheet, the DMVPD Term Sheet, the Governance Term Sheet, the Tax Term Sheet, the Settlement Agreement, the term sheet for the Registration Rights Agreement and the Commitment Letter.

Later that afternoon, Fubo entered into an engagement letter with Evercore to memorialize the engagement that had begun on December 19, 2024. For more information about the terms of Evercore’s engagement letter, see the section of this proxy statement captioned “—The Transactions—Opinion of Fubo’s Financial Advisor: Evercore.”

Later that evening, the Fubo Board met, with members of Fubo management and representatives of Wells Fargo Securities, Evercore, Latham, and Kellogg Hansen in attendance. During the meeting, representatives of Latham reviewed with the Fubo Board (i) legal considerations related to the Fubo Board’s evaluation of the Potential Transaction and (ii) the key terms and conditions of the draft agreements related to the Potential Transaction. Representatives of Kellogg Hansen and members of Fubo management then reviewed the proposed terms and conditions of the Settlement Agreement. At the Fubo Board’s request, Wells Fargo Securities reviewed its financial analysis of the economic interest in Newco implied by the Fubo-Owned Newco Units (the “Fubo-Owned Newco Unit Percentage”) with the Fubo Board and rendered an oral opinion, confirmed by delivery of a written opinion dated January 5, 2025, to the Fubo Board to the effect that, as of such date and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review

undertaken, the Fubo-Owned Newco Unit Percentage provided for pursuant to the Business Combination Agreement was fair, from a financial point of view, to Fubo. Representatives of Evercore then reviewed with the Fubo Board its financial analysis of the economic interest in Newco implied by the Fubo-Owned Newco Units and delivered to the Fubo Board its oral opinion, which was confirmed by delivery of a written opinion dated January 6, 2025, to the effect that, as of that date and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s opinion, the Fubo-Owned Newco Units to be received by Fubo in the Transactions were fair, from a financial point of view, to Fubo. Representatives of Latham then summarized the draft proposed resolutions provided to the Fubo Board prior to the meeting. Mr. Gandler, on behalf of Fubo management, confirmed to the Fubo Board that it was management’s recommendation that the Fubo Board approve the Potential Transaction upon the terms negotiated by Fubo and its advisors; Mr. Bronfman concurred with such recommendation. Following a discussion of the proposed terms and conditions of the Potential Transaction as negotiated by Fubo and its advisors, the Fubo Board unanimously approved the Transactions.

Between the adjournment of this Fubo Board meeting on January 5, 2025 and the morning of January 6, 2025, consistent with the instruction of, and the terms approved by, the Fubo Board: (i) representatives of Fubo and its advisors finalized the Business Combination Agreement, the Commercial Term Sheet, the DMVPD Term Sheet, the Governance Term Sheet, the Tax Term Sheet, the Registration Rights Agreement and the Commitment Letter with Disney and its advisors; and (ii) representatives of Fubo and its advisors finalized the Settlement Agreement with the Defendants and their respective advisors.

On the morning of January 6, 2025, (i) Fubo, Disney and Hulu executed and delivered the Business Combination Agreement, (ii) Fubo and Disney executed and delivered the DMVPD Term Sheet and (iii) Fubo and the Defendants executed the Settlement Agreement. Representatives of Fubo and the Defendants then filed a joint Stipulation of Voluntary Dismissal with Prejudice with regard to the 2024 Litigation. Subsequently, Fubo and Disney issued a press release announcing the Transactions and the Settlement before financial markets opened in New York.

On February 13, 2025, the works council (comité social et économique) of Molotov SAS, a French subsidiary of Fubo, expressed its opinion in favor of the Transactions.

On February 21, 2025, Fubo exercised the French Put Option and delivered the Exercise Notice (as defined in the French Put Option) to Disney to include Molotov’s equity interests in the Fubo Contribution.

At a meeting held on January 5, 2025, the Fubo Board unanimously (i) determined that it was in the best interests of Fubo and the Fubo Shareholders, and declared it advisable, to enter into the Business Combination Agreement, (ii) approved and adopted the execution, delivery and performance by Fubo of the Business Combination Agreement and the consummation of the Transactions, and (iii) resolved to recommend approval of the Business Combination Agreement (including the Fubo Contribution), the Share Issuance and the Conversion (including the Plan of Conversion and the Certificate of Incorporation of Fubo), in each case, by the Fubo Shareholders entitled to vote thereon (the “Signing Board Recommendation”).

By unanimous written consent, dated July 24, 2025, the Fubo Board (i) approved and adopted the Conversion Documents and (ii) resolved to recommend approval of the Conversion Documents by the Fubo Shareholders entitled to vote thereon (the “Conversion Board Recommendation” and, collectively with the Signing Board Recommendation, the “Fubo Board Recommendation”).

The Fubo Board unanimously recommends that you vote “FOR” the Business Combination Agreement Proposal, “FOR” the Exchange of Assets Proposal, “FOR” the Conversion Proposal, “FOR” the Share Issuance Proposal, “FOR” the Adjournment Proposal and “FOR” the Transaction Compensation Proposal.

For more information and a discussion of the factors considered by the Fubo Board with respect to the Conversion, see the section of this proxy statement captioned “The Conversion—Reasons for and Effect of the Conversion.”

In evaluating the Business Combination Agreement and the Transactions and recommending that the Fubo Shareholders approve the Business Combination Agreement and the Share Issuance and the other related proposals, the Fubo Board consulted with Fubo’s management, legal and financial advisors, and considered various factors, including the following factors and considerations (which are not presented in a particular order and were neither ranked nor weighted in any manner by the Fubo Board):

The Fubo Board also considered a number of uncertainties, risks and other potentially negative factors in their deliberations concerning the Transactions contemplated by the Business Combination Agreement, including the following (which are not presented in a particular order and were neither ranked nor weighted in any manner by the Fubo Board):

The foregoing discussion of information and factors considered by the Fubo Board is not intended to be exhaustive but includes the material factors considered by the Fubo Board. In light of the variety of factors considered in connection with its evaluation of the Business Combination Agreement and the Transactions, the Fubo Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determinations and recommendations. Moreover, each member of the Fubo Board applied his or her own personal business judgment to the process and may have given different weight to different factors. The Fubo Board based its recommendation on the totality of the information presented.

In considering the recommendation of the Fubo Board that the Fubo Shareholders vote “FOR” the approval of each of the Business Combination Agreement Proposal, the Exchange of Assets Proposal, the Conversion Proposal, the Share Issuance Proposal, the Adjournment Proposal and the Transaction Compensation Proposal you should be aware that Fubo’s directors and executive officers may have interests in the Transactions that are different from, or in addition to, yours. The Fubo Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination Agreement, in approving the Business Combination Agreement and in recommending that the Fubo Shareholders vote “FOR” the approval of each of the Business Combination

Agreement Proposal, the Exchange of Assets Proposal, the Conversion Proposal, the Share Issuance Proposal, the Adjournment Proposal and the Transaction Compensation Proposal. For more information on these interests, see the section of this proxy statement captioned “—Interests of Executive Officers and Directors of Fubo in the Transactions.”

The foregoing discussion of the information and factors considered by the Fubo Board is forward-looking in nature. This information should be read in light of the factors described under the section of this proxy statement captioned “Cautionary Statement Regarding Forward-Looking Statements.”

For more information and a discussion of the factors considered by the Fubo Board with respect to the Conversion, see the section of this proxy statement captioned “The Conversion—Reasons for and Effect of the Conversion.”

Other than from time to time in connection with Fubo’s regular earnings press releases and related investor materials, Fubo does not, as a matter of course, make public projections as to Fubo’s future financial performance, due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates, especially in respect of projections covering extended periods of time. However, certain unaudited financial projections of Fubo, prepared by Fubo’s management, were made available to each of the Fubo Board and Fubo’s financial advisors in connection with the proposed business combination between Fubo and the Hulu Live Business. In addition, certain unaudited financial projections of the Hulu Live Business, provided by Disney, were made available to each of Fubo, the Fubo Board and Fubo’s financial advisors in connection with the proposed business combination between Fubo and the Hulu Live Business.

The inclusion of the unaudited financial projections included in this proxy statement should not be regarded as an indication that any of Fubo, Disney, Hulu, any of their respective affiliates, officers, directors, advisors or other representatives (including financial advisors) or any other person considered, or now considers, such information necessarily predictive of actual future results or material information given the inherent risks and uncertainties associated with such projections. The unaudited financial projections described below are included in this proxy statement solely to give Fubo Shareholders access to information that was made available to each of Fubo, the Fubo Board and Fubo’s financial advisors. These unaudited financial projections are not included in this proxy statement to influence any Fubo Shareholder as to how to vote at the Special Meeting with respect to the Transactions or any other proposals to be voted on at the Special Meeting. By including the unaudited financial projections in this proxy statement, none of Fubo, Disney, Hulu or any of their respective affiliates, officers, directors, advisors or other representatives (including financial advisors) has made or makes any representation to any Fubo Shareholder regarding the information included in the unaudited financial projections or Fubo’s, the Hulu Live Business’s or Newco’s ultimate performance as compared to the information in the unaudited financial projections.

From September 2023 to January 2024, as part of Fubo’s annual business review and in accordance with its ordinary course practices, Fubo’s management prepared certain unaudited non-public prospective financial information for Fubo, on a standalone basis without giving effect to a prospective transaction, for fiscal years 2024 through 2026. As part of its regular, annual process, this unaudited financial information was reviewed by the Fubo Board at its annual review meeting in January 2024. In June 2024, Fubo’s management updated this unaudited financial information to reflect the view of Fubo’s management regarding fiscal years 2027 and 2028. We refer to this unaudited financial information as the “Fubo Long-Range Plan.”

In December 2024, Fubo’s management updated the Fubo Long-Range Plan to reflect (i) the actual results of the first nine months of fiscal year 2024 and (ii) the updated view of Fubo’s management regarding the final three months of fiscal year 2024 (the Fubo Long-Range Plan, as updated, the “December 2024 Fubo Projections”). Fubo’s management provided the December 2024 Fubo Projections to representatives of each of Fubo’s financial advisors, as described in the section of this proxy statement captioned “The Transactions—Background of the Transactions.” The December 2024 Fubo Projections did not give effect to a prospective transaction or account for any potential income taxes beyond fiscal year 2024 and included assumptions of Fubo’s management that, among other things, (i) Fubo’s 2026 convertible notes would be successfully refinanced during the first quarter of fiscal year 2025 (and therefore Fubo would retain sufficient liquidity to operate with positive free cash flow); (ii) the 2024 Litigation would not impact Fubo beyond the end of fiscal year 2024; (iii) the competitive environment facing North American virtual multichannel video programming distributors would improve; (iv) Fubo would be able to sustainably pass on

increased carriage costs through pricing increases; (v) demand for national ad inventory would be sustained; and (vi) only de minimis capital expenditures would be required to support Fubo’s growth.

In addition to the assumptions and estimates discussed above, the December 2024 Fubo Projections included the following assumptions and estimates of Fubo’s management:

These assumptions and estimates were determined by Fubo’s management based on their experience and judgment and their expectations of Fubo’s operations as a standalone company.

The following table summarizes the December 2024 Fubo Projections ($ in millions):

In late December 2024 and early January 2025, Fubo’s management updated the December 2024 Fubo Projections for (i) certain long-term carriage rate assumptions based on information provided by Disney and (ii) the view of Fubo’s management regarding fiscal year 2029. On January 3, 2025, this unaudited prospective financial information was finalized by Fubo’s management (the “January 2025 Fubo Projections”), provided to representatives of each of Fubo’s financial advisors, and subsequently approved by the Fubo Board for the use and reliance of Fubo’s financial advisors in connection with their respective financial analyses and opinions as described in the sections of this proxy statement captioned “The Transactions—Opinion of Fubo’s Financial Advisor: Wells Fargo Securities” and “The Transactions—Opinion of Fubo’s Financial Advisor: Evercore.”

In addition to the assumptions and estimates discussed above, the January 2025 Fubo Projections included the following assumptions and estimates of Fubo’s management:

These assumptions and estimates were determined by Fubo’s management based on their experience and judgment and their expectations of Fubo’s operations as a standalone company.

The following table summarizes the January 2025 Fubo Projections ($ in millions):

In late December 2024 and early January 2025, in connection with Fubo’s evaluation of the proposed business combination transaction between Fubo and the Hulu Live Business, Disney provided Fubo with certain unaudited financial projections of the Hulu Live Business, on a standalone basis, giving effect to the Transactions and reflecting the joint business plan and commercial terms negotiated by Fubo and one or more affiliates of Disney, for fiscal year 2024 through fiscal year 2029. On January 2, 2025, a finalized version of this prospective financial information was provided to representatives of each of Fubo and Fubo’s financial advisors, reviewed and approved by Fubo’s management, and subsequently approved by the Fubo Board (the “Hulu Live Business Standalone Projections”) for the use and reliance of Fubo’s financial advisors in connection with their respective financial analyses and opinions as described in the sections of this proxy statement captioned “The Transactions—Opinion of Fubo’s Financial Advisor: Wells Fargo Securities” and “The Transactions—Opinion of Fubo’s Financial Advisor: Evercore.”

The Hulu Live Business Standalone Projections did not account for any potential income taxes and included assumptions that, among other things, (i) the Hulu Live Business’s revenue and average revenue per unit growth would be driven by acquisition of subscribers to the HL DMVPD Service, increased pricing and revised wholesale fee arrangements; (ii) adjusted EBITDA margins would reflect certain cost allocations with Hulu (including wholesale fees from Hulu and advertising representation fees, brand license fees and marketing support charges to Hulu); and (iii) Disney and Hulu would retain selected costs and capital expenditures at Hulu.

In addition to the assumptions and estimates discussed above, the Hulu Live Business Standalone Projections included the following assumptions and estimates based on, among other things, expectations of the Hulu Live Business’s operations on a standalone basis:

The following table summarizes the Hulu Live Business Standalone Projections ($ in millions):

In December 2024 and January 2025, in connection with the Fubo Board’s evaluation of the proposed business combination transaction between Fubo and the Hulu Live Business, Fubo’s management prepared unaudited non-public prospective financial information for Newco, giving effect to the Transactions and reflecting the proposed joint business plan and commercial terms negotiated by Fubo and one or more affiliates of Disney, for fiscal year 2024 through fiscal year 2029 based on certain prospective financial information of Fubo and the Hulu Live Business. On January 3, 2025, this unaudited prospective financial information for Newco was finalized by Fubo’s management to reflect the January 2025 Fubo Projections and the Hulu Live Business Standalone Projections (the “Newco Projections”), provided to representatives of each of Fubo’s financial advisors, and subsequently approved by the Fubo Board for the use and reliance of Fubo’s financial advisors in connection with their respective financial analyses and opinions as described in the sections of this proxy statement captioned “The Transactions—Opinion of Fubo’s Financial Advisor: Wells Fargo Securities” and “The Transactions—Opinion of Fubo’s Financial Advisor: Evercore.”

In addition to the assumptions in the January 2025 Fubo Projections and the Hulu Live Business Standalone Projections, the Newco Projections assumed Newco would realize certain synergies, including, among others: (i) renegotiated carriage rates for Fubo with affiliates of Disney and certain other counterparties; (ii) the alignment of Fubo’s other third-party carriage agreements, as renewed in the ordinary course of business, with the terms of the Hulu Live Business’s third-party carriage agreements, with this alignment expected to be achieved on a run-rate basis beginning in fiscal year 2026; (iii) enhanced advertising sales for Fubo through the combined use of the sales infrastructure of affiliates of Disney and optimized ad inventory; and (iv) reduced expenses for Fubo in marketing and certain other service functions.

In addition to the assumptions and estimates discussed above, the Newco Projections included the following assumptions and estimates of Fubo’s management:

These assumptions and estimates were determined by Fubo’s management based on their experience and judgment and their expectations of Newco’s operations following the consummation of the Transactions.

The following table summarizes the Newco Projections ($ in millions):

Although the December 2024 Fubo Projections, the January 2025 Fubo Projections, the Hulu Live Business Standalone Projections and the Newco Projections (collectively, the “Projections”) are presented with numerical specificity, they reflect numerous assumptions and estimates with respect to industry performance and competition, general business, economic, market and financial conditions and matters specific to Fubo’s, the Hulu Live Business’s and Newco’s respective businesses, including those detailed above and below, that Fubo’s management believed in good faith were reasonable as of the date finalized. Fubo’s, the Hulu Live Business’s and Newco’s ability to achieve the financial results contemplated by the Projections will be affected by their respective abilities to achieve their strategic goals, objectives and targets over the applicable periods, and will be subject to operational and execution risks associated therewith. The Projections reflect assumptions as to certain business decisions that are subject to change. Important factors that may affect actual results and cause the Projections not to be achieved include, among others, (1) general economic conditions; (2) the long-term nature of Fubo’s and the Hulu Live Business’s content commitments; (3) Fubo’s and the Hulu Live Business’s efforts to (i) renew long-term content contracts, (ii) obtain or maintain popular content and (iii) attract and retain subscribers; (4) Fubo’s and the Hulu Live Business’s ability to obtain licenses for streaming content; (5) Fubo’s and the Hulu Live Business’s reliance on certain partners to make its services available on their devices; (6) competitive pressures in the TV streaming market and changes in competitive offerings for entertainment video; (7) the acceptance and growth of over-the-top advertising and

over-the-top advertising platforms; (8) Fubo’s and the Hulu Live Business’s potential expansion to content areas outside its current content offering; (9) Fubo’s and the Hulu Live Business’s potential international expansion; (10) government regulations relating to the internet or other areas of Fubo’s business or the Hulu Live Business; (11) regulatory investigations from government authorities and regulators; and (12) Fubo’s ability to attract, retain and motivate qualified personnel. Additional factors that may impact Fubo, Hulu Live, Newco or their respective businesses can be found in the various risk factors included or incorporated by reference in the sections of this proxy statement captioned “—Risks Relating to the Transactions”, “—Risks Relating to Fubo’s Business”, “—Risks Relating to the Hulu Live Business”, “—Risks Relating to Newco’s Business” and “—Risks Relating to Fubo Following the Completion of the Transactions.” All of these factors are difficult to predict, and many of them are beyond Fubo’s, the Hulu Live Business’s and Newco’s control. As a result, there can be no assurance that the Projections will be realized, and actual results may be materially better or worse than those in the Projections. The Projections cover multiple years, and such information by its nature becomes less predictive with each successive year. The Projections may not be consistent with Fubo’s or the Hulu Live Business’s historical operating data as a result of the assumptions and estimates detailed above. The Projections also may differ from publicized analyst estimates and forecasts. You should evaluate the Projections, if at all, in conjunction with Fubo’s and the Hulu Live Business’s historical financial statements and the other information included or incorporated by reference in this proxy statement.

References to “fiscal year” in this section of the proxy statement titled “The Transactions—Certain Unaudited Financial Projections” shall in all instances mean the fiscal year of Fubo.

The December 2024 Fubo Projections and the January 2025 Fubo Projections were each developed by Fubo’s management as then-current estimates of Fubo’s future financial performance as an independent company, without giving effect to the Transactions, or any changes to Fubo’s operations or strategy that may be implemented in connection with the pendency of, or following the consummation of, the Transactions.

The Hulu Live Business Standalone Projections were provided by Disney and reviewed and approved by Fubo’s management as then-current estimates of the Hulu Live Business’s performance, on a standalone basis, giving effect to the Transactions and reflecting the proposed joint business plan and commercial terms negotiated by Fubo and one or more affiliates of Disney.

The Newco Projections were developed by Fubo’s management as then-current estimates of Newco’s future financial performance, giving effect to the Transactions and reflecting the proposed joint business plan and commercial terms negotiated by Fubo and one or more affiliates of Disney.

Because the Projections reflect estimates and judgments, they are susceptible to sensitivities and assumptions, as well as to multiple interpretations based on actual experience and business developments. The Projections do not take into account any circumstances or events occurring after the date they were prepared and, except to the extent required by applicable federal securities laws, neither Fubo nor any other party intends to update or otherwise revise the Projections to reflect circumstances existing after the date that such information was prepared or to reflect the occurrence of future events, even in the event that all or any of the assumptions are shown not to be appropriate. The Projections also do not consider the effect of any failure of the Transactions to be completed. The Projections are not, and should not be considered to be, a guarantee of future operating results.

The Projections were not prepared with a view toward compliance with SEC rules, regulations or guidelines or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. The Projections included in this proxy statement have been prepared by, and are the responsibility of, Fubo’s management. None of Fubo’s independent auditors, the Hulu Live Business’s independent auditor nor any other independent accountants have audited, reviewed, examined, compiled, performed any other assurance procedures, or applied agreed-upon procedures with respect to the Projections, nor have they expressed an opinion or any other form of assurance on such information or its achievability, and they assume no responsibility for the prospective financial information. The report of KPMG LLP incorporated by reference in this proxy statement relates to Fubo’s historical audited financial statements and does not extend to the Projections and should not be read to do so. The report of PricewaterhouseCoopers LLP contained in this proxy statement relates to the Hulu Live Business’s historical audited financial statements and does not extend to the Projections and should not be read to do so.

Certain of the financial measures included in the Projections are not calculated in accordance with GAAP. These financial measures, such as Adjusted EBITDA and free cash flow are non-GAAP financial measures. These

non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures and may be different from similarly titled non-GAAP financial measures used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. None of Fubo, the Hulu Live Business or Newco will be providing a quantitative reconciliation of the applicable forward-looking non-GAAP financial measures. Financial measures included in financial information provided to a board of directors and a financial advisor in connection with a business combination transaction, such as the Projections, are excluded from the definition of “non-GAAP financial measures” under applicable SEC rules and regulations. As a result, the Projections are not subject to SEC rules and regulations regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. The Projections were not prepared with a view toward compliance with SEC rules, regulations or guidelines or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. Reconciliations of non-GAAP financial measures were not created or provided to or relied upon by Fubo, the Fubo Board or Fubo’s financial advisors in connection with the Transactions. Accordingly, no reconciliation of the financial measures included in the Projections is provided in this proxy statement.

The Projections should be evaluated, if at all, in conjunction with Fubo’s and the Hulu Live Business’s historical financial statements and the other information included or incorporated by reference in this proxy statement.

In light of the foregoing factors and the uncertainties inherent in the Projections, Fubo Shareholders are cautioned not to place undue reliance on the Projections.

Fubo has engaged Wells Fargo Securities as a financial advisor to Fubo in connection with the Transactions. As part of such engagement, the Fubo Board requested that Wells Fargo Securities evaluate the fairness, from a financial point of view, to Fubo of the Fubo-Owned Newco Unit Percentage provided for pursuant to the Business Combination Agreement. On January 5, 2025, at a meeting of the Fubo Board held to evaluate the Transactions, Wells Fargo Securities rendered an oral opinion, confirmed by delivery of a written opinion dated January 5, 2025, to the Fubo Board to the effect that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Wells Fargo Securities in preparing the opinion, the Fubo-Owned Newco Unit Percentage provided for pursuant to the Business Combination Agreement was fair, from a financial point of view, to Fubo.

The full text of the written opinion of Wells Fargo Securities dated January 5, 2025, which sets forth the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Wells Fargo Securities in preparing the opinion, is attached as Annex G to this proxy statement and is incorporated herein by reference. The summary of the opinion of Wells Fargo Securities set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. Wells Fargo Securities’ written opinion was for the information and use of the Fubo Board (in its capacity as such) in connection with its evaluation of the Transactions and did not address any related transactions or any other aspect or implication (financial or otherwise) of the Transactions. Wells Fargo Securities expressed no opinion as to the fairness of the Fubo-Owned Newco Unit Percentage or other aspects of the Transactions or related transactions to the holders of any class of securities, creditors or other constituencies of any party to the Transactions or any related transactions and did not address the underlying business decision of the Fubo Board or Fubo to proceed with or effect the Transactions or related transactions. Wells Fargo Securities’ opinion does not constitute advice or a recommendation to any Fubo Shareholder or any other person as to how to vote or act on any matter relating to the Transactions, any related transactions or any other matter.

In preparing its opinion, Wells Fargo Securities:

In giving its opinion, Wells Fargo Securities assumed and relied upon the accuracy and completeness of all information that was publicly available or was furnished to or discussed with Wells Fargo Securities by Fubo or Disney or otherwise reviewed by Wells Fargo Securities. Wells Fargo Securities did not independently verify any such information, and pursuant to the terms of Wells Fargo Securities’ engagement by Fubo, Wells Fargo Securities did not assume any obligation to undertake any such independent verification. Wells Fargo Securities was advised that there were no historical financial statements for the Hulu Live Business on a standalone basis and Wells Fargo Securities assumed that any audited financial statements relating to the Hulu Live Business, when delivered as contemplated by the Business Combination Agreement, would not reflect any information that would be material to Wells Fargo Securities’ analyses or opinion. In relying on the financial analyses and forecasts for the Fubo Business, the Hulu Live Business and Newco provided by Fubo’s management and Disney’s management that Wells Fargo Securities was directed to utilize in its analyses (including as to the potential synergies expected by such managements to be achieved as a result of the Transactions and related transactions, net operating loss carryforwards and other tax assets, and the refinancing of Fubo’s outstanding convertible notes), Wells Fargo Securities assumed they had been reasonably prepared on bases reflecting the best currently available estimates and judgments of Fubo’s management and Disney’s management, as applicable, as to the future performance and financial condition of the Fubo Business, the Hulu Live Business and Newco, such potential synergies, net operating loss carryforwards and other tax assets, convertible notes refinancing and the other matters covered thereby. Wells Fargo Securities also assumed that the financial results, including with respect to such potential synergies, net operating loss carryforwards and other tax assets and convertible notes refinancing, reflected in such financial analyses and forecasts would be realized in the amounts and at the times projected. Wells Fargo Securities expressed no view or opinion with respect to such financial analyses and forecasts (including such potential synergies, net operating loss carryforwards and other tax assets, and convertible notes refinancing) or the assumptions upon which they were based. Wells Fargo Securities assumed that any representations and warranties made by Fubo, Hulu and Disney in the Business Combination Agreement or in other agreements relating to the Transactions and related transactions would be true and accurate in all respects that were material to Wells Fargo Securities’ analyses and opinion. Wells Fargo Securities also assumed that (i) Newco would acquire or have access to all assets, properties and rights necessary for the operations of the Fubo Business and the Hulu Live Business, (ii) appropriate reserves, indemnification arrangements or other provisions have been or would be made with respect to liabilities of or relating to the Fubo Business and the Hulu Live Business that will be assumed in connection with the Transactions and (iii) Newco would not directly or indirectly assume or incur any liabilities that are contemplated to be excluded as a result of the Transactions, any related transactions or otherwise.

At the Fubo Board’s direction, Wells Fargo Securities relied upon the assessments of Fubo’s management as to, among other things, (i) matters relating to the 2024 Litigation, including with respect to the validity of the claims asserted in connection therewith and the settlement and other aspects involved, (ii) matters relating to Fubo’s outstanding convertible notes, including the timing for payment and potential refinancing thereof and related aspects

and implications, and (iii) the ability to integrate the operations of the Fubo Business and the Hulu Live Business and to realize the potential synergies and utilization of tax assets as contemplated. Wells Fargo Securities assumed there would be no developments with respect to any such matters that would have an adverse effect on Fubo, Newco, the Fubo Business, the Hulu Live Business, the Transactions or any related transactions (including the contemplated benefits thereof) that would be material to Wells Fargo Securities’ analyses or opinion.

For purposes of Wells Fargo Securities’ analyses and opinion, Wells Fargo Securities assumed that the Transactions and related transactions would have the tax consequences described in discussions with, and materials provided to Wells Fargo Securities by, Fubo and its representatives. Wells Fargo Securities also assumed that, in the course of obtaining any regulatory or third party consents, approvals or agreements in connection with the Transactions and related transactions, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on Fubo, Newco, the Fubo Business, the Hulu Live Business, the Transactions or any related transactions (including the contemplated benefits thereof). Wells Fargo Securities further assumed that the Transactions and related transactions would be consummated in compliance with all applicable laws and regulations and in accordance with the terms of the Business Combination Agreement without waiver, modification or amendment of any term, condition or agreement thereof that would be material to Wells Fargo Securities’ analyses or opinion. In addition, Wells Fargo Securities did not make any independent evaluation, inspection or appraisal of the assets or liabilities (contingent or otherwise) of Fubo, Newco, the Fubo Business or the Hulu Live Business, nor was Wells Fargo Securities furnished with any such evaluations or appraisals. Wells Fargo Securities did not evaluate the solvency of Fubo, Newco, the Fubo Business or the Hulu Live Business under any state or federal laws relating to bankruptcy, insolvency or similar matters. Wells Fargo Securities also did not make any independent evaluation of any actual or potential litigation, claims or governmental, regulatory or other proceedings, enforcement actions, consent or other orders or investigations or the potential impact thereof on Fubo, Newco, the Fubo Business or the Hulu Live Business. Wells Fargo Securities assumed that the final form of the Business Combination Agreement, when executed by the parties thereto, would conform to the draft reviewed by Wells Fargo Securities in all respects material to its analyses and opinion.

Wells Fargo Securities’ opinion only addressed the fairness, from a financial point of view, of the Fubo-Owned Newco Unit Percentage provided for pursuant to the Business Combination Agreement and Wells Fargo Securities expressed no opinion as to the fairness of the Fubo-Owned Newco Unit Percentage or other aspects of the Transactions or related transactions to the holders of any class of securities, creditors or other constituencies of any party to the Transactions or any related transactions. Furthermore, Wells Fargo Securities expressed no opinion as to any transactions related to the Transactions or any other aspect or implication (financial or otherwise) of the Transactions, any litigation settlement and related cash payment, convertible notes refinancing or other financing or tax receivables, commercial services, transition services, put option, governance, indemnification or other agreement, arrangement, or understanding entered into in connection with the Transactions or any related transactions or otherwise, including, without limitation, the fairness of the amount or nature of, or any other aspect relating to, any compensation or consideration to be received by or otherwise payable to any officers, directors or employees of any party to the Transactions or any related transactions, or class of such persons, relative to the Fubo-Owned Newco Unit Percentage or otherwise. Furthermore, Wells Fargo Securities did not express any advice or opinion regarding matters that require legal, regulatory, accounting, insurance, tax, environmental, executive compensation or other similar professional advice and Wells Fargo Securities relied upon the assessments of Fubo and its advisors with respect to such advice.

Wells Fargo Securities’ opinion was necessarily based upon information made available to Wells Fargo Securities as of the date of its opinion and financial, economic, market and other conditions as they existed and could be evaluated on such date. Wells Fargo Securities did not undertake, and is under no obligation, to update, revise, reaffirm or withdraw its opinion, or otherwise comment on or consider events occurring or coming to its attention after the date of Wells Fargo Securities’ opinion, notwithstanding that any such subsequent developments may affect such opinion. Wells Fargo Securities’ opinion did not address the relative merits of the Transactions or any related transactions as compared to any alternative transactions or strategies that might be available to Fubo, nor did it address the underlying business decision of the Fubo Board or Fubo to proceed with or effect the Transactions or related transactions. Wells Fargo Securities expressed no opinion as to the actual value of Newco Units or Class B Common Stock when issued in the Transactions or related transactions, shares of Class A Common Stock into which shares of Class B Common Stock are exchangeable or any other securities of Fubo or Newco, or the prices at which any securities of Fubo or Newco might trade or otherwise be transferable at any time.

Wells Fargo Securities was not requested to, and did not, solicit third-party indications of interest in acquiring all or any part of Fubo or any other alternative transaction involving Fubo. The issuance of Wells Fargo Securities’ opinion was approved by a fairness committee of Wells Fargo Securities.

The terms of the Business Combination Agreement, including the Fubo-Owned Newco Unit Percentage, were determined through arm’s-length negotiations between Fubo and Disney, and the decision to enter into the Business Combination Agreement was solely that of the Fubo Board. Wells Fargo Securities’ opinion and financial analyses were only one of the many factors considered by the Fubo Board in its evaluation of the Transactions and related transactions and should not be viewed as determinative of the views of the Fubo Board or Fubo’s management with respect to the Transactions, any related transactions or the Fubo-Owned Newco Unit Percentage.

The summary of the financial analyses described below under this heading “—Financial Analyses” is a summary of the material financial analyses utilized by Wells Fargo Securities and reviewed with the Fubo Board in connection with Wells Fargo Securities’ opinion, dated January 5, 2025. The following summary of the material financial analyses utilized by Wells Fargo Securities does not purport to be a complete description of the analyses or data provided by Wells Fargo Securities. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by Wells Fargo Securities, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the processes underlying Wells Fargo Securities’ financial analyses and opinion. For purposes of the financial analyses described below, the term “adjusted EBITDA” refers to net income (loss), plus depreciation and amortization, stock-based compensation expenses, income taxes, interest and debt-related expenses, and certain other expenses.

In calculating implied pro forma equity ownership percentage reference ranges for Fubo as reflected in the financial analyses described below, Wells Fargo Securities divided the low-ends (or high-ends, as the case may be) of the approximate implied equity value reference ranges derived for the Fubo Business from the applicable analyses by the high-ends (or low-ends, as the case may be) of the approximate implied equity value reference ranges derived for the Hulu Live Business from the applicable analyses.

Discounted Cash Flow Analyses. Wells Fargo Securities performed separate discounted cash flow analyses of the Fubo Business and the Hulu Live Business, certain results of which were utilized in Wells Fargo Securities’ implied pro forma ownership analysis and illustrative has/gets as described below.

Fubo Business. In its discounted cash flow analysis of the Fubo Business, Wells Fargo Securities calculated the estimated present value of the unlevered, after-tax free cash flows expected to be generated by the Fubo Business during the fiscal years ending December 31, 2025 through December 31, 2029 based on financial forecasts and other information provided by Fubo’s management. For purposes of this analysis, estimates of net operating loss carryforwards of the Fubo Business were taken into account. Wells Fargo Securities calculated a range of terminal values for the Fubo Business by applying to the estimated adjusted EBITDA of the Fubo Business for the fiscal year ending December 31, 2029 a selected range of adjusted EBITDA multiples of 8.0x to 10.0x. The unlevered free cash flows and range of terminal values were discounted to present values as of December 31, 2024 using a selected range of discount rates of 26.5% to 30.5%. This analysis indicated the following approximate implied aggregate equity value reference ranges (and corresponding approximate implied per share equity value reference ranges) for the Fubo Business both before and after taking into account certain assumptions provided by Fubo’s management regarding the 2024 Litigation and potential settlement thereof on a standalone basis and before and after taking into account certain assumptions provided by Fubo’s management regarding a potential refinancing of Fubo’s convertible notes due in 2026 and related future equity issuance by Fubo in the absence of the Transactions:

Hulu Live Business. In its discounted cash flow analysis of the Hulu Live Business, Wells Fargo Securities calculated the estimated present value of the unlevered, after-tax free cash flows expected to be generated by the Hulu Live Business during the fiscal years ending December 31, 2025 through December 31, 2029 based on financial forecasts and other information provided by Disney’s management. Wells Fargo Securities calculated a range of terminal values for the Hulu Live Business by applying to the estimated adjusted EBITDA of the Hulu Live Business for the fiscal year ending December 31, 2029 a selected range of adjusted EBITDA multiples of 8.0x to 10.0x. The unlevered free cash flows and range of terminal values were discounted to present values as of December 31, 2024 using a selected range of discount rates of 10.5% to 15.5%. This analysis indicated an approximate implied aggregate equity value reference range for the Hulu Live Business of $1,768 million to $2,520 million.

Implied Pro Forma Ownership Analysis. Utilizing the approximate implied aggregate equity value reference ranges derived for the Fubo Business both before and after taking into account certain assumptions provided by Fubo’s management of Fubo regarding the 2024 Litigation and potential settlement thereof on a standalone basis (and before taking into account certain assumptions provided by Fubo’s management regarding a potential refinancing of Fubo’s convertible notes due in 2026 and a future equity issuance by Fubo in the absence of the Transactions) as described above under “—Discounted Cash Flow Analyses—Fubo Business” and the approximate implied aggregate equity value reference range derived for the Hulu Live Business as described above under “—Discounted Cash Flow Analyses—Hulu Live Business”, Wells Fargo Securities calculated the following approximate implied pro forma equity ownership percentage reference ranges for Fubo’s percentage ownership of Newco’s equity interests, as compared to the Fubo-Owned Newco Unit Percentage: