GME adds $1.65M equity award, eight-installment vesting and severance terms

Rhea-AI Filing Summary

GameStop Corp. entered into an offer letter with Daniel Moore that increases his near-term compensation through an additional equity grant and a one-time cash payment. The company will grant a New Equity Award with an aggregate dollar value of $1,650,000 to be converted into restricted stock units based on the average closing price for the 30 trading days before the August 11, 2025 grant date.

The New Equity Award will vest in eight installments beginning September 1, 2025 and ending July 1, 2027, subject to continued employment. Mr. Moore’s base salary remains $200,000, and he will receive a one-time cash bonus of $80,000. If terminated without Cause, the letter provides severance equal to six months’ base salary, six months of COBRA premiums, and vesting of equity scheduled to vest during the six months after termination, conditioned on a release and compliance with post-employment covenants.

Positive

• New Equity Award valued at $1,650,000 will be granted on August 11, 2025 (converted to RSUs using the 30-day average closing price)
• Vesting schedule defined: New Equity Award vests in eight installments from September 1, 2025 through July 1, 2027, subject to continued employment
• One-time cash bonus of $80,000 to maintain near-term target compensation
• Base salary remains $200,000, providing pay stability

Negative

• Severance obligations if terminated without Cause include six months’ base salary and six months of COBRA premiums
• Vesting acceleration limited to that portion of awards scheduled to vest in the six months following termination (subject to release and covenants)
• Equity grant value converted to RSUs based on market average, which will determine share dilution but the exact share count is not disclosed in this filing

Insights

Compensation Analyst

TL;DR: Company granted a $1.65M RSU award plus an $80K cash bonus; vesting spans Sep 2025–Jul 2027 with limited severance protections.

The Offer Letter formalizes near-term pay enhancement by converting a fixed dollar amount into restricted stock units using a 30-day average price, which ties the award’s share count to market trading levels at grant. The eight-installment vesting schedule over roughly two years staggers recognition and ties value to continued employment. The severance package—six months’ salary, six months COBRA and short-term vesting of scheduled awards—provides modest post-termination protection subject to a release and post-employment covenants.

Corporate Governance Expert

TL;DR: The arrangement documents routine executive retention and compensation mechanics with explicit vesting and limited severance conditions.

The disclosure describes a compensatory plan focused on retention: a market-priced equity award and an $80,000 cash bridge while equity vests. The continued-employment vesting condition and required release for severance are standard governance controls. The Offer Letter is attached as Exhibit 10.1, ensuring investors can review the full terms. Overall, the change appears to be a targeted compensation adjustment rather than a structural governance shift.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

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

Date of Report (Date of earliest event reported): August 8, 2025

GameStop Corp.

(Exact name of Registrant as specified in its charter)

Delaware

1-32637

20-2733559

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

625 Westport Parkway, Grapevine, TX 76051

(817) 424-2000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Not Applicable

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

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A Common Stock

GME

NYSE

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 8, 2025, GameStop Corp. (the “Company”) entered into a letter agreement with Daniel Moore (the “Offer Letter”) that includes an increase in Mr. Moore’s compensation. Pursuant to the Offer Letter, all equity awards previously granted to Mr. Moore will continue to vest in accordance with their original terms, and Mr. Moore will be entitled to an additional grant, on August 11, 2025, of a number of restricted stock units of the Company’s Class A common stock (the “Common Stock”) determined by dividing $1,650,000 by the average closing price of the Common Stock for the 30 trading days immediately preceding the grant date (the “New Equity Award”). The New Equity Award will vest in eight installments beginning on September 1, 2025 and ending on July 1, 2027, in each case, subject to Mr. Moore’s continued employment through the applicable vesting date.

The Offer Letter further provides that Mr. Moore’s annual salary will remain $200,000, but, in order to maintain Mr. Moore’s new target compensation near-term prior to the commencement of the vesting of the New Equity Award, he will receive a one-time cash bonus of $80,000.

Under the Offer Letter, if Mr. Moore’s employment is terminated without Cause (as defined in the Offer Letter), he will be entitled to receive the following severance benefits: (i) an amount equal to six months of his base salary, (ii) an amount equal to six months of COBRA premiums for Mr. Moore and his eligible dependents, and (iii) the vesting of that portion of any equity award that was otherwise scheduled to vest in the ordinary course during the six month period immediately following his termination date. Mr. Moore’s eligibility for these severance benefits is subject to his execution of a release of claims and his compliance with any applicable post-employment covenants.

The foregoing description of the Offer Letter is not complete and is qualified in its entirety by the full text of the Offer Letter, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.    Description

10.1    Continuing Employment Offer Letter between Daniel Moore and GameStop Corp. executed August 8, 2025.*                     

104        Cover Page Interactive Data File (embedded within the Inline XBRL)

* Compensatory plan or arrangement.

SIGNATURE

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

GAMESTOP CORP.

(Registrant)

Date: August 11, 2025

By:

/s/ Mark Robinson

Name: Mark Robinson Title: General Counsel

FAQ

What compensation changes did GameStop (GME) make for Daniel Moore?

The Company will grant a $1,650,000 New Equity Award (converted to RSUs using the 30-day average closing price), a one-time cash bonus of $80,000, and his base salary remains $200,000.

When will the New Equity Award be granted for Mr. Moore?

The New Equity Award is scheduled to be granted on August 11, 2025.

How does the New Equity Award vest?

The award will vest in eight installments beginning September 1, 2025 and ending July 1, 2027, subject to Mr. Moore’s continued employment through each vesting date.

What severance is provided if Mr. Moore is terminated without Cause?

He is entitled to (i) six months’ base salary, (ii) six months of COBRA premiums for him and eligible dependents, and (iii) vesting of any equity otherwise scheduled to vest in the six months after termination, subject to a release and covenants.

How is the number of RSUs determined for the $1,650,000 award?

The number of restricted stock units will be determined by dividing $1,650,000 by the average closing price of the Common Stock for the 30 trading days immediately preceding the grant date.

Where can investors find the full terms of the Offer Letter?

The full Offer Letter is attached to the filing as Exhibit 10.1 and is incorporated by reference in the report.