GameStop (NASDAQ: EBAY) proposes $125/share takeover offer

Rhea-AI Filing Summary

GameStop delivered a non-binding proposal to acquire all outstanding common stock of eBay that it does not already own at $125 per share, to be paid in a combination of cash and GameStop common stock. GameStop currently directly beneficially owns 4,343,725 shares of eBay and holds economic exposure to 39,046,658 shares through American-style put/call option transactions (the "Put/Call Pairs") that expired for physical settlement optionality upon satisfaction of the HSR Act condition on June 3, 2026. GameStop states the Put/Call Pairs are settleable in shares now that the HSR Act Condition was satisfied and notes it does not have voting or dispositive power over the shares underlying the Put/Call Pairs unless and until they are physically settled. The communication explains that definitive proxy and registration materials, if any, will be filed and mailed when available.

Insights

M&A Strategist

GameStop made a non-binding $125 per-share proposal to buy eBay, backed by existing share exposure and options.

GameStop submitted a non-binding offer to acquire the remaining eBay shares at $125 per share, payable in cash and stock. It directly holds 4,343,725 shares and has economic exposure to 39,046,658 shares via Put/Call Pairs that became optionally physically settleable after the HSR Act condition was satisfied on June 3, 2026.

The proposal is non-binding and subject to negotiation, financing, regulatory approvals, and definitive documentation. The ultimate outcome depends on eBay board engagement, transaction terms, and any required approvals; subsequent filings and proxy materials will provide the binding terms and timing.

Capital Markets Counsel

Regulatory and disclosure steps are central: HSR clearance enabled physical settlement optionality for existing option exposure.

The filing notes the HSR Act Condition was satisfied on June 3, 2026, which allows GameStop and its counterparty to elect physical settlement of the Put/Call Pairs expiring February 23, 2028. GameStop disclaims voting or dispositive power over those underlying shares unless physically settled.

Additional disclosures, including any proxy statement/prospectus and definitive agreements, will be filed with the SEC if the parties proceed. Cash-flow treatment and final financing terms are subject to negotiation and will be disclosed in future materials.

Key Figures

Proposed price: $125 per share Direct holdings: 4,343,725 shares Options exposure: 39,046,658 shares +2 more

5 metrics

Proposed price $125 per share Non-binding proposal to acquire remaining eBay common stock

Direct holdings 4,343,725 shares GameStop directly beneficially owns eBay common stock as of the date hereof

Options exposure 39,046,658 shares Economic exposure via American-style Put/Call Pairs expiring February 23, 2028

HSR Act condition satisfied June 3, 2026 Date when physical settlement of Put/Call Pairs became optional

Put/Call Pairs expiry February 23, 2028 Expiration date of the American-style option transactions

Key Terms

Put/Call Pairs, HSR Act Condition, proxy statement/prospectus

3 terms

Put/Call Pairs financial

"the long-side of a series of American-style put/call option transactions"

HSR Act Condition regulatory

"satisfied, and as a result... elect for physical settlement"

A HSR Act condition is a requirement set by antitrust regulators under the Hart‑Scott‑Rodino Act that must be met before a proposed merger or acquisition can be legally completed. Think of it like a home inspection asking for fixes or selling part of the property before the sale closes; for investors this matters because such conditions can delay the deal, reduce the combined company’s assets or revenue, and change the expected returns or risks of the transaction.

proxy statement/prospectus regulatory

"proxy statement/prospectuses and/or other documents will be mailed to stockholders"

A proxy statement or prospectus is a document that companies send to shareholders to provide important information about upcoming decisions or investments, such as voting on company issues or offering new shares to the public. It helps investors understand the details and risks involved, enabling them to make informed choices about their ownership or involvement with the company.

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Available on EDGAR 07/07/2026 - 06:05 AM Accepted by SEC EDGAR 07/06/2026 - 08:23 PM Learn about SEC filing dates

fFiled by: GameStop Corp.

(Commission File No.: 001-32637)

Pursuant to Rule 425 under the Securities Act of 1933, as amended

(and deemed filed pursuant to Rule 14a-12 under

the Securities Exchange Act of 1934, as amended)

Subject Company: eBay, Inc.

Commission File No.: 001-37713

Item 1 Explanatory Note: On July 6, 2026, an interview of Larry Cheng, member of the board of directors of GameStop Corp., by Nicholas Moran was published on the Nicholas Moran YouTube channel. An unofficial excerpt of the interview is below.

“

…

Nicholas Moran: Got it. So another public company that I’d like to chat about is GameStop. You happen to sit on the board. Most people listening remember GameStop from the meme stock days, but a lot has happened since. The company’s built up billions in cash, they started buying Bitcoin for its treasury, and then this spring made a real surprise move — a roughly $56 billion bid to buy eBay, a company several times the market cap of GameStop. eBay’s board turned it down. You were part of the board that put that offer forward. What did you all see in that combination that made it worth pursuing?

Larry Cheng: I’ll make general comments on this topic if that’s okay. I think Ryan Cohen — not the founder, but the CEO of the business and chair — is the best spokesman for GameStop’s plans. We have a significant balance sheet today and we want to do some transformative actions with that balance sheet. The GameStop business is now quite profitable. It’s a very strong business, particularly compared to when we first started getting involved and when Ryan first invested. It’s a completely different ballgame today. So you’re seeing a very strong foundational business with a very strong balance sheet that’s open to transformative ideas. And obviously, this is one of them.

…

”

IMPORTANT INFORMATION FOR INVESTORS AND STOCKHOLDERS

No Offer or Solicitation

This communication relates to a business combination involving GameStop Corp. (“GameStop”) and eBay, Inc. (“eBay”) that has been proposed by GameStop (the “Proposed Transaction”). This communication is for informational purposes only and is neither an offer to sell or purchase, nor the solicitation of an offer to buy or sell, any securities (or the solicitation of any proxy or vote with respect to any matter), nor shall there be any sale or purchase, issuance or other transfer of securities (or the solicitation of any proxy or other vote) with respect to the Proposed Transaction or otherwise in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect of the Proposed Transaction. In connection with the Proposed Transaction, GameStop (and, potentially, eBay) may file one or more registration statements, proxy statements, proxy statement/prospectuses or other documents with the Securities and Exchange Commission (“SEC”). This communication is not a substitute for any proxy statement, registration statement, proxy statement/prospectus or other document GameStop and/or eBay may file with the SEC or send to stockholders in connection with the Proposed Transaction.

INVESTORS AND SECURITY HOLDERS OF GAMESTOP AND EBAY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING ANY PROXY STATEMENT(S), REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUSES AND/OR OTHER DOCUMENTS, CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Any definitive proxy statement(s) and/or proxy statement/prospectuses or other applicable definitive materials (if and when available) will be mailed to stockholders of GameStop and/or eBay, as applicable. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by GameStop or eBay through the website maintained by the SEC at http://www.sec.gov. Copies of documents filed with the SEC by GameStop will also be made available free of charge on GameStop’s website at https://investor.gamestop.com/.

Certain Information Regarding Participants

GameStop and its directors and certain of its executive officers may be considered participants in the solicitation of proxies in connection with the Proposed Transaction, should the Proposed Transaction and any such solicitation occur. Information about the directors and executive officers of GameStop is set forth in GameStop’s definitive proxy

statement for the 2026 Annual Meeting of Stockholders to be held July 7, 2026 at 10:00 a.m. CDT, which was filed with the SEC on May 22, 2026, as supplemented by Supplement No. 1 on June 8, 2026 and Supplement No. 2 on June  23, 2026 (as supplemented, the “2026 Proxy Statement”), which is available here, including under the headings “Proposal 1: Election of Directors”, “Director Nomination Process”, “The Director Nominees”, “Director Nominee Qualifications and Experience”, “Biographies of Director Nominees”, “The Board of Directors”, “Corporate Governance”, “Director Compensation”, “Executive Officers”, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters”, “Compensation Committee Interlocks and Insider Participation”, “Proposal No. 2: Advisory Vote on Executive Compensation”, “Compensation Discussion and Analysis”, “Offer Letters and Severance/Change in Control Benefits”, “Compensation Committee Report on Executive Compensation”, “Executive Compensation Tables”, “CEO Pay Ratio”, “Pay Versus Performance”, “Equity Grant Practices”, “Securities Authorized for Issuance Under Equity Compensation Plans”, “Audit Committee Matters”, “Certain Relationships and Related Transactions”, “Proposal 4: Approval of CEO Performance Award”, “Summary of the Proposed CEO Performance Award”, “Reasons for Approval of the CEO Performance Award”, “Market Capitalization Hurdles with Cumulative Performance EBITDA Hurdles Create Real Value for Stockholders”, “Background of the CEO Performance Award”, “Key Terms of the Proposed CEO Performance Award”, “Other Details Regarding the Proposed CEO Performance Award”, “The Compensation Committee’s Assessment of the CEO Performance Award”, “Practical Implications of the CEO Performance Award” and “Appendix A: CEO Performance Award Agreement”. To the extent holdings of such persons in the Company’s securities have changed since the amounts described in the 2026 Proxy Statement, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. Additional information can also be found in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2026, filed with the SEC on March  24, 2026, which is available here.

As of the date hereof, GameStop directly beneficially owns 4,343,725 shares of common stock of eBay, par value $0.001 per share (the “Common Stock”), and has further entered into the long-side of a series of American-style put/call option transactions (the “Put/Call Pairs”), expiring February 23, 2028, with an unaffiliated financial institution counterparty that provide economic exposure to a further 39,046,658 shares of Common Stock. The Put/Call Pairs were only settleable in cash until such time as GameStop provided the unaffiliated financial institution counterparty with reasonable evidence that all applicable filings had been made and any applicable waiting periods had expired or approvals had been received, as applicable, under the Hart Scott Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act Condition”). On June 3, 2026, the HSR Act Condition was satisfied, and as a result, GameStop (in the case of the call portion of the Put/Call Pairs) and the unaffiliated financial institution counterparty (in the case of the put portion of the Put/Call Pairs) electing to settle the Put/Call Pairs now have the option, but not the obligation, to elect for physical settlement of the shares of Common Stock underlying such Put/Call Pairs in lieu of cash settlement. GameStop does not have voting power or dispositive power with respect to the shares of Common Stock underlying such Put/Call Pairs unless and until such Put/Call Pairs

are physically settled for Common Stock. On May 3, 2026, GameStop delivered to the board of directors of eBay a non-binding proposal to acquire all of the outstanding Common Stock that it does not already own at a price of $125 per share of Common Stock, to be paid in a combination of cash and GameStop common stock. As a result of the foregoing, GameStop may be deemed to have direct or indirect interests with respect to eBay that are in addition to, or different from, those of other eBay stockholders.

Further information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in any proxy statement/prospectus and/or other relevant materials to be filed with the SEC in connection with the Proposed Transaction when they become available.

Disclaimer

Any information concerning eBay contained in this communication has been taken from, or based upon, publicly available information. Although GameStop does not have any information that would indicate that any information contained in this communication that has been taken from such documents is inaccurate or incomplete, GameStop does not take any responsibility for the accuracy or completeness of such information. To date, GameStop has not had access to the books and records of eBay.

Forward-Looking Statements

Certain statements in this communication may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “estimate,” “expect,” “predict,” “project,” “future,” “potential,” “intend,” “plan,” “assume,” “believe,” “forecast,” “look,” “build,” “focus,” “create,” “work,” “continue” or the negative of such terms or other variations thereof and words and terms of similar substance. Such statements also include, among others, statements with respect to GameStop’s proposed acquisition of eBay, such as statements about whether or not the transaction will occur, expected cost reductions, operational benefits, financing, the timing and structure of the transaction, anticipated benefits of the combination, leadership of the combined company, and similar statements. These forward-looking statements are based on GameStop’s current beliefs, expectations and assumptions and involve significant known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied. Such risks and uncertainties include, but are not limited to: the failure of eBay’s Board of Directors to engage with the proposal; the failure to negotiate or execute a definitive agreement providing for the consummation of a transaction on the terms described or at all; failure to obtain required financing on the expected terms; failure to obtain required regulatory approvals; failure to obtain required stockholder approvals of GameStop and/or eBay; failure to realize anticipated cost reductions, operational benefits,

or operating efficiencies; risks related to integration of the businesses; the impact of the announcement of the proposal on GameStop’s and eBay’s respective businesses, customers, suppliers, and employees; the diversion of management attention; competitive responses; market and economic conditions; and other risks described from time to time in GameStop’s filings with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended January 31, 2026 and subsequent filings. GameStop undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Final terms and conditions of any transaction are subject to negotiation and execution of a definitive agreement providing for the consummation of a transaction.

FAQ

What did GameStop propose for eBay (EBAY)?

GameStop proposed to acquire all outstanding eBay shares it does not own at $125 per share, payable in cash and GameStop common stock. The proposal is non-binding and subject to negotiation, definitive documentation, regulatory approvals, and potential financing.

How many eBay shares does GameStop currently own or have exposure to?

GameStop directly beneficially owns 4,343,725 shares of eBay common stock and has economic exposure to 39,046,658 shares via American-style Put/Call Pairs that can be physically settled following satisfaction of the HSR Act condition.

What changed after the HSR Act condition was satisfied?

On June 3, 2026, the HSR Act condition was satisfied, enabling GameStop and its counterparty to elect physical settlement for the Put/Call Pairs expiring February 23, 2028, rather than cash settlement, subject to each party's election.

Does GameStop have voting power over the shares tied to the Put/Call Pairs?

GameStop does not have voting or dispositive power over the shares underlying the Put/Call Pairs unless and until those instruments are physically settled for eBay common stock, at which point share ownership and related rights would apply.

Will GameStop and eBay file documents with the SEC about this proposal?

GameStop and, potentially, eBay may file registration statements, proxy statements, or proxy statement/prospectuses with the SEC. Any definitive materials will be mailed to stockholders and made available on the SEC and GameStop investor websites.