[8-K] GameStop Corp. Reports Material Event

Rhea-AI Filing Summary

GameStop Corp. (NYSE: GME) filed an 8-K disclosing completion of the greenshoe option on its recent zero-coupon convertible note offering. On 23-24 June 2025 the initial purchaser exercised its 13-day option in full, purchasing $450 million aggregate principal amount of additional 0.00% Convertible Senior Notes due 2032 (the “Additional Notes”). The transaction follows the original $2.25 billion private placement announced 17 June 2025, bringing the total principal outstanding to $2.70 billion.

Key terms of the Additional Notes

• Coupon: 0.00% (no cash interest till maturity on 15 June 2032).
• Conversion rate: 34.5872 shares per $1,000 principal (initial conversion price ≈ $28.91), a 32.5% premium to the VWAP used on 12 June 2025.
• Potential anti-dilution adjustments could raise the rate up to a stated maximum of 45.1671 shares.
• Maximum potential share issuance from the $450 million tranche: 20,325,195 shares.
• Offering conducted under Section 4(a)(2) and Rule 144A; shares issuable on conversion expected to rely on Section 3(a)(9).

Proceeds & use of funds

• Gross proceeds: $450 million; net proceeds after purchaser discount but before fees: approximately $446.6 million.
• Intended uses: general corporate purposes, investments consistent with the Company’s Investment Policy, and potential acquisitions.

Material implications for investors

• Liquidity bolstered by nearly half-a-billion dollars of 0% debt, avoiding immediate interest expense.
• Potential dilution: if fully converted, the Additional Notes alone could expand the share count by up to ~6.8% (based on 298 million shares outstanding as of the last 10-Q).
• Conversion premium provides a buffer, but share overhang may influence long-term valuation.
• No changes were announced to previously disclosed covenants or redemption features.

The filing also incorporates by reference Item 1.01 (“Indenture and Notes”) from the 17 June 2025 8-K and reiterates customary forward-looking-statement disclaimers.

Positive

• Secures $446.6 million net cash at a 0.00% coupon, strengthening liquidity without increasing interest expense.
• Conversion premium of 32.5% reduces immediate dilution risk compared with at-the-market equity issuance.

Negative

• Potential issuance of up to 20.3 million shares dilutes existing shareholders by an estimated ~6-7%.
• Additional $450 million principal obligation raises total convertible debt to $2.7 billion, increasing balance-sheet leverage.

Insights

Convertible Securities Analyst

TL;DR: $450 M greenshoe adds cheap liquidity at 0% but raises dilution ceiling by 20 M shares; overall impact neutral-to-modestly positive.

The full greenshoe exercise lifts the total offering to $2.70 B, giving GameStop ample cash without near-term interest outflows—valuable in a volatile retail gaming environment. A 0% coupon through 2032 is shareholder-friendly from a cash-flow perspective and suggests solid demand among qualified institutional buyers. The 32.5% conversion premium limits immediate dilution pressure, yet the additional 20.3 M shares (≈6-7% of float) will cap upside if the equity trades above $28.91. Anti-dilution provisions could worsen dilution in certain events. From a capital-structure angle, the notes lengthen maturity, but investors must weigh dilution and redemption risk against improved liquidity. Because the proceeds are earmarked for broad “general corporate purposes,” clarity on deployment is limited, keeping the event impactful but not decisively bullish.

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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): June 23, 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 3.02 of this Current Report on Form 8-K, and the information set forth under “Indenture and Notes” in Item 1.01 included in the Company’s Current Report on Form 8-K, filed on June 17, 2025, is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

As previously reported on June 17, 2025, GameStop Corp. (the “Company”) issued and sold in a private offering $2.25 billion aggregate principal amount of 0.00% Convertible Senior Notes due 2032 (the “Notes”). The Company also granted the initial purchaser of the Notes a 13-day option to purchase up to an additional $450 million aggregate principal amount of Notes (the “Additional Notes”). On June 23, 2025, the initial purchaser elected to exercise in full such option (the “Greenshoe Exercise”), and on June 24, 2025, the Company issued $450 million aggregate principal amount of Additional Notes.

In connection with the Greenshoe Exercise, the Company received gross proceeds of $450 million and net proceeds, after deducting the initial purchaser’s discount but before deducting estimated fees and expenses, of approximately $446.6 million. The Company intends to use the net proceeds from the Greenshoe Exercise for general corporate purposes, including making investments in a manner consistent with the Company’s Investment Policy and potential acquisitions.

The conversion rate for the Additional Notes is the same as the conversion rate for the Notes: it will initially be 34.5872 shares of the Company’s Class A common stock, par value $.001 per share (the “Common Stock”) per $1,000 principal amount of Additional Notes, which is equivalent to an initial conversion price of approximately $28.91 per share of Common Stock. The initial conversion price of the Additional Notes represents a premium of approximately 32.5% over the U.S. composite volume weighted average price of the Common Stock from 1:00 p.m. through 4:00 p.m. Eastern Daylight Time on The New York Stock Exchange on June 12, 2025, the date of the Purchase Agreement (as defined below). The conversion rate is subject to adjustment under certain circumstances in accordance with the terms of the Indenture, dated June 17, 2025 (the “Indenture”) but will not be adjusted for any accrued and unpaid special interest. In addition, following certain corporate events that occur prior to the maturity date or if the Company delivers a notice of redemption, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its Notes in connection with such a corporate event or convert its Additional Notes called (or deemed called) for redemption during the related redemption period (as defined in the Indenture), as the case may be.

The Company offered and sold the Additional Notes to the initial purchaser in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and for resale by the initial purchaser to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the initial purchaser in the purchase agreement, dated June 12, 2025, between the Company and the initial purchaser named therein (the “Purchase Agreement”). The Additional Notes and the shares of Common Stock issuable upon conversion of the Additional Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

To the extent that any shares of Common Stock are issued upon conversion of the Additional Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof, because no commission or other remuneration is expected to be paid in connection with conversion of the Additional Notes, and any resulting issuance of shares of Common Stock. A maximum of 20,325,195 shares of Common Stock may be issued upon conversion of the Additional Notes based on the initial maximum conversion rate of 45.1671 shares of Common Stock per $1,000 principal amount of the Notes, which is subject to customary anti-dilution adjustment provisions.

The information set forth under “Indenture and Notes” in Item 1.01 included in the Company’s Current Report on Form 8-K, filed on June 17, 2025, is incorporated into this Item 3.02 by reference.

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking” statements, as that term is defined under the federal securities laws, that are based on management’s beliefs and assumptions and on information currently available to management. Forward-looking statements include statements concerning the offering and sale of the Notes and the Additional Notes and the Company’s expectations regarding the use of the net proceeds from the sale of the Notes and Additional Notes. In some cases, forward-looking statements can be identified by the use of terms such as “believes,” “estimates,” “expects,” “intends,” “may,” “potential,” “will” or similar expressions. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual events to differ from the Company’s plans. These risks include, but are not limited to, market risks, trends and conditions, and those risks included in the section titled “Risk Factors” in the Company’s filings and

reports with the Securities and Exchange Commission (“SEC”), including its Annual Report on Form 10-K for the fiscal year ended February 1, 2025 and its Quarterly Report on Form 10-Q for the fiscal quarter ended May 3, 2025, and other filings that the Company makes from time to time with the SEC, which are available on the SEC’s website at www.sec.gov. In addition, forward-looking statements contained in this Current Report on Form 8-K are based on assumptions that the Company believes to be reasonable as of the date of this Current Report on Form 8-K. The Company assumes no obligation to update these forward-looking statements as a result of new information, future events, changes in expectations or otherwise except to the extent required by applicable law.

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: June 24, 2025

By:

/s/ Daniel Moore

Name: Daniel Moore Title: Principal Financial and Accounting Officer

FAQ

How much additional capital did GameStop (GME) raise through the greenshoe option?

GameStop raised $450 million gross (≈$446.6 million net) by issuing Additional Notes on 24 June 2025.

What is the conversion price of GameStop’s new Additional Notes?

The initial conversion price is approximately $28.91 per share, equal to 34.5872 shares per $1,000 principal amount.

How many shares could be issued if the Additional Notes are fully converted?

Up to 20,325,195 shares of GameStop Class A common stock may be issued, subject to anti-dilution adjustments.

When do GameStop’s 0% Convertible Senior Notes mature?

Both the original $2.25 billion Notes and the $450 million Additional Notes mature in 2032.

What will GameStop use the net proceeds from the Additional Notes for?

The company plans to use the funds for general corporate purposes, investments under its Investment Policy, and potential acquisitions.