Walt Disney Company filed SEC Form 8-K: Other Events, Financial Statements and Exhibits

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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500 South Buena Vista Street

Burbank, California 91521

(Address of Principal Executive Offices and Zip Code)

(818) 560-1000

(Registrant’s telephone number, including area code)

Not applicable

(Former name or address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 8.01  Other Events.

On January 6, 2025, The Walt Disney Company (“Disney” or the “Company”) issued a joint press release with FuboTV Inc. (“Fubo”) announcing that the Company has entered into a definitive agreement for Disney to combine the Hulu + Live TV business with Fubo (the “Transaction”). As further discussed in the press release, in addition to the Transaction, Fubo has settled all litigation with Disney and ESPN related to Venu Sports, the sports streaming platform planned by ESPN, FOX and Warner Bros. Discovery. Disney, Warner Bros. Discovery and FOX will make an aggregate $220 million cash settlement payment to Fubo at the signing of the Transaction. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference with the exception of the section under the heading “Further Information Relating to Fubo” which is not incorporated into this Current Report on Form 8-K and about which the Company disclaims any responsibility.

There is a risk that regulators or other third parties could bring legal actions which would prevent or delay the closing of the Transaction, which would trigger the termination fee described in the press release.  Further, although Fubo has agreed to settle its litigation, the launch of Venu Sports could be delayed or prevented, including by legal challenges from regulators or from third parties other than Fubo.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.