GDEV announces commencement of self tender offer to purchase for cash up to $20,000,000 in value of its ordinary shares (or up to 1,813,236 Ordinary Shares) at a purchase price of $11.03 per ordinary share

Rhea-AI Summary

GDEV (NASDAQ: GDEV) launched a self tender offer to purchase for cash up to $20,000,000 of its ordinary shares, or up to 1,813,236 shares, at a fixed price of $11.03 per share, equal to the trailing 10‑day volume‑weighted average price before August 28, 2026. The offer is net in cash to sellers, less applicable withholding taxes, and will be funded from cash and cash equivalents.

The tender offer, including withdrawal rights, is scheduled to expire at 5:00 p.m. ET on September 28, 2026, unless extended. According to GDEV, the board views the offer as a prudent use of capital and a way to return cash to shareholders seeking liquidity while others may retain a larger interest in the company’s future. Shares purchased will be held as treasury shares. If more than 1,813,236 shares are validly tendered and not withdrawn, tenders may be subject to proration. GDEV has appointed D.F. King & Co. as information agent and Continental Stock Transfer & Trust as depositary, and makes no recommendation on whether shareholders should tender.

Positive

• Fixed-price tender offer of up to $20,000,000 of shares
• Repurchase cap of up to 1,813,236 ordinary shares
• Offer price set at $11.03, matching 10-day trailing VWAP
• Repurchased shares to be held as treasury, reducing free float
• Capital return funded from existing cash and cash equivalents

Negative

• Use of up to $20,000,000 reduces available cash resources
• Potential proration if tenders exceed 1,813,236 shares
• Treasury shares remain available for future issuance, which could offset buyback effects

Market Context

Peer scanner data showed GCL +0.49512158147990704% at generation, while no peer-headline theme was p...

Analysis

Peer scanner data showed GCL +0.49512158147990704% at generation, while no peer-headline theme was provided. For this tender offer, participation, proration, and future treasury-share issuance remained the main items to watch.

Key Figures

Tender offer value: $20,000,000 Maximum shares: 1,813,236 shares Purchase price: $11.03 per share +4 more

7 metrics

Tender offer value $20,000,000 Maximum cash value of ordinary shares purchased

Maximum shares 1,813,236 shares Maximum ordinary shares subject to the tender offer

Purchase price $11.03 per share Equivalent to the trailing volume weighted average price over 10 trading days

Pricing period 10 trading days Period used to determine the purchase price

Expiration time September 28, 2026 at 5:00 p.m. Eastern Time Tender offer, proration period, and withdrawal-right deadline unless extended

Franchise installs 550 million installs Accumulated across GDEV franchises worldwide

Franchise bookings $2.5 billion Accumulated across GDEV franchises worldwide

Historical Context

4 past events · Latest: Aug 21 (Negative)

Pattern 4 events

Date	Event	Sentiment	24h Move	Catalyst
Aug 21	Q2 earnings report	Negative	-5.1%	Revenue and bookings declined year-over-year despite higher profit and operating cash flow.
May 19	Q1 earnings report	Positive	+1.6%	Revenue, profit, adjusted EBITDA, and bookings increased year-over-year.
Mar 18	Ownership increase	Positive	+7.0%	CEO and chairman purchased 2,730,384 ordinary shares in a private transaction.
Mar 05	FY2025 earnings report	Negative	-7.2%	Quarterly and annual revenue and bookings declined despite higher adjusted EBITDA.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

GDEV's recent news reactions aligned with the apparent direction of the underlying announcements in all four observed events.

Key Terms

tender offer, volume weighted average price, treasury shares, proration, +1 more

5 terms

tender offer financial

"today announced the commencement of a tender offer by the Company to purchase for cash"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

View in glossary

volume weighted average price technical

"equivalent to the trailing volume weighted average price per share over the 10 trading days"

The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.

treasury shares financial

"Shares acquired pursuant to the tender offer will be held by the Company as treasury shares"

Treasury shares are a company’s own stock that it has repurchased and keeps on its books instead of canceling or leaving in the hands of outside investors. Think of them like coupons a business puts back in a drawer: they don’t vote or receive dividends while held, but they can be reissued later for employee pay or fundraising. For investors this matters because buybacks change the number of shares that count toward earnings and ownership, can boost per‑share metrics, and use corporate cash that might otherwise go to growth or dividends.

proration financial

"Shares tendered may be subject to proration, in the event that more than 1,813,236 shares"

Proration is the method of dividing a limited quantity—such as shares in an offering, dividends, or rights—among claimants when demand exceeds supply, so each participant receives a proportional slice rather than the full amount requested. It matters to investors because proration determines how many shares or what portion of a payout they actually receive, which affects portfolio size, cash needs, and the expected return; think of it as splitting a pie fairly when more people want a piece than there are slices.

schedule to regulatory

"filed as part of the Tender Offer Statement on Schedule TO"

A phrase indicating that a company plans or intends to hold an event, publish information, or take an action at a specified future time, but that the timing is not guaranteed and may change. For investors it signals an expected milestone—like an earnings call, product launch, or filing—so think of it as a calendar note rather than a firm promise; timing shifts can affect trading, expectations, and planning.

View in glossary

AI-generated analysis. How Rhea-AI works. Not financial advice.

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LIMASSOL, Cyprus, Aug. 31, 2026 (GLOBE NEWSWIRE) -- GDEV Inc. (NASDAQ: GDEV), an international gaming and entertainment company (“GDEV” or the “Company”), today announced the commencement of a tender offer by the Company to purchase for cash up to $20,000,000 in value of its ordinary shares, no par value per ordinary share (each, a “share”), or up to 1,813,236 shares, at a purchase price of $11.03 per share, equivalent to the trailing volume weighted average price per share over the 10 trading days prior to August 28, 2026, the last full trading day prior to the commencement of the Offer, net to the seller in cash, without interest, less any applicable withholding taxes, using funds available from cash and cash equivalents. The tender offer, proration period and withdrawal rights will expire at 5:00 p.m., Eastern Time, on September 28, 2026, unless the tender offer is extended (such date and time, as it may be extended, the “Expiration Time”). The board of directors of the Company (the “Board of Directors”) determined that the tender offer is a prudent use of the Company’s financial resources given its current capitalization, cash balance and operational business profile, and that the tender offer presents an appropriate balance between meeting the needs of its business and delivering value to the Company’s shareholders. The Board of Directors also determined that a cash tender offer is an appropriate mechanism to return capital to shareholders that seek liquidity under current market conditions while, at the same time, allowing shareholders to share in a higher portion of the Company’s future potential.

Shares acquired pursuant to the tender offer will be held by the Company as treasury shares, and will remain available for the Company to issue in the future.

Each shareholder will be able to indicate how many shares it wishes to tender. Shares tendered may be subject to proration, in the event that more than 1,813,236 shares are validly tendered and not properly withdrawn prior to the Expiration Time.

The tender offer is subject to a number of conditions. Specific instructions and an explanation of the terms and conditions of the tender offer are contained in the Offer to Purchase, dated August 31, 2026 (the “Offer to Purchase”) and related materials that are being made available to shareholders.

The Company has retained D.F. King & Co., Inc. as the information agent for the tender offer, and Continental Stock Transfer & Trust Company as the depositary.

None of the Company, the directors of its Board of Directors, the information agent, the depositary for the tender offer, or any of their respective affiliates makes any recommendation as to whether any shareholder should tender its shares pursuant to the tender offer, and no one has been authorized by any of them to make such recommendation. Each shareholder must make its own decisions as to whether to tender its shares, and, if so, how many shares to tender.

Shareholders should read carefully the information in the Offer to Purchase and in the related letter of transmittal (the “Letter of Transmittal”), because these documents contain important information. Copies of the Offer to Purchase, the related Letter of Transmittal and the Notice of Guaranteed Delivery are being made available to the Company’s shareholders. Requests for documents and questions regarding the tender offer may be directed to D.F. King & Co., Inc. by calling +1 (800) 549-6864, or by emailing gdev@dfking.com. Shareholders are urged to read these materials carefully prior to making any decision with respect to the tender offer.

About GDEV

GDEV is a gaming and entertainment holding company, focused on development and growth of its franchise portfolio across various genres and platforms. With a diverse range of subsidiaries including Nexters and Cubic Games, among others, GDEV strives to create games that will inspire and engage millions of players for years to come. Its franchises, such as Hero Wars, Pixel Gun 3D and others have accumulated over 550 million installs and $2.5 billion of bookings worldwide. For more information, please visit www.gdev.inc.

Certain information regarding the tender offer

The information in this press release describing GDEV Inc.’s tender offer is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell shares of GDEV Inc. in the tender offer. The tender offer will only be made pursuant to the Offer to Purchase, the related Letter of Transmittal and other related materials filed as part of the Tender Offer Statement on Schedule TO, in each case as may be amended or supplemented from time to time. Shareholders should read such Offer to Purchase and related materials carefully and in their entirety because they contain important information, including the various terms and conditions of the tender offer.

Shareholders of GDEV Inc. may obtain a free copy of the Tender Offer Statement on Schedule TO, the Offer to Purchase and other documents that GDEV Inc. is filing with the Securities and Exchange Commission from the Securities and Exchange Commission’s website at www.sec.gov. Shareholders may also obtain a copy of these documents, without charge, from D.F. King & Co., Inc., the information agent for the tender offer, by calling (800) 549-6864 (U.S. toll-free), or by emailing gdev@dfking.com. Shareholders are urged to carefully read all of these materials prior to making any decision with respect to the tender offer. Shareholders and investors who have questions or need assistance may call D.F. King & Co., Inc., the information agent for the tender offer, toll free at (800) 549-6864, or may email D.F. King & Co., Inc. at gdev@dfking.com.

Cautionary statement regarding forward-looking statements

Certain statements in this press release may constitute “forward-looking statements” for purposes of the federal securities laws. Such statements are based on current expectations that are subject to risks and uncertainties. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.

The forward-looking statements contained in this press release are based on the Company’s current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting the Company will be those that the Company has anticipated. Forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company’s control) or other assumptions. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of the Company’s 2025 Annual Report on Form 20-F, filed by the Company on March 31, 2026, and other documents filed by the Company from time to time with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should any of the Company’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

FAQ

What is GDEV (NASDAQ: GDEV) announcing in its August 31, 2026 self tender offer?

GDEV is commencing a self tender offer to buy up to $20,000,000 of its ordinary shares for cash. According to GDEV, the offer lets shareholders seeking liquidity sell at a fixed price while others keep or increase their proportional ownership in the company.

At what price and for how many shares is GDEV (GDEV) conducting its 2026 tender offer?

GDEV is offering $11.03 per share to purchase up to 1,813,236 ordinary shares. According to GDEV, the price equals the trailing 10‑day volume‑weighted average and the total value of shares sought is capped at $20,000,000 in cash.

When does the GDEV (NASDAQ: GDEV) tender offer expire and what are the key dates?

The GDEV tender offer is scheduled to expire at 5:00 p.m. Eastern Time on September 28, 2026, unless extended. According to GDEV, the offer commences August 31, 2026, and shareholders may tender or withdraw shares any time before the stated expiration time.

How will GDEV fund its 2026 self tender offer for GDEV shares?

GDEV plans to fund the tender offer using its existing cash and cash equivalents. According to GDEV, shareholders who tender and are accepted will receive cash, net to the seller, without interest and subject to any applicable withholding taxes imposed on the payment.

Does GDEV recommend that shareholders tender their GDEV stock into the 2026 offer?

GDEV does not make any recommendation about whether shareholders should tender their shares. According to GDEV, neither the company, its board, the information agent nor the depositary has authorized any recommendation, and each shareholder must decide individually after reviewing the Offer to Purchase.

What happens to GDEV shares repurchased in the 2026 tender offer and is there proration?

Shares accepted in the offer will be held as treasury shares by GDEV. According to GDEV, if more than 1,813,236 shares are validly tendered and not withdrawn, tenders may be subject to proration, limiting the number of shares each shareholder can sell.