GameStop Corp. (NYSE: GME) to Exchange $1.4 Billion Notes for Equity
Rhea-AI Filing Summary
GameStop Corp. has entered into privately negotiated exchange agreements with certain holders of its 0.00% Convertible Senior Notes due 2030 and 2032 to exchange approximately $1.4 billion aggregate principal amount of these notes for shares of its Class A common stock. The exchange covers about $400 million of 2030 Notes and $1.0 billion of 2032 Notes. GameStop will not receive cash proceeds; instead, the exchanged notes will be cancelled, reducing outstanding long-term debt by roughly $1.4 billion, leaving about $1.1 billion of 2030 Notes and $1.7 billion of 2032 Notes outstanding.
The number of shares issuable will be set shortly before closing based in part on the average volume-weighted average price of the common stock over a 35 consecutive trading day reference period beginning August 3, 2026, subject to a per share price floor. Closing is expected on or about September 23, 2026, subject to customary conditions, with either party able to terminate if not completed by September 30, 2026. The shares will be issued in a private placement relying on Section 4(a)(2) of the Securities Act to institutional accredited investors that are also qualified institutional buyers. GameStop notes that related hedging or trading by exchanging noteholders could materially affect the market prices of its common stock and the notes.
Positive
- $1.4 billion of 0.00% Convertible Senior Notes will be exchanged for equity, cancelling that amount of long-term debt without using cash.
Negative
- Hedging and trading by exchanging noteholders around the deal may materially affect market prices of the Common Stock and the Exchange Notes, adding potential short-term volatility.
Filing Explained
The exchange agreements have been signed but the transaction is not yet closed: GameStop has not determined the final share count, and says it will file a disclosure promptly after that number is set; until then, the filing does not establish the resulting ownership effect for existing common holders.
8-K Event Classification
4 items: 1.01, 3.02, 8.01, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Convertible notes to be exchanged: $1.4 billion aggregate principal amount
2030 Notes exchanged: $400 million aggregate principal amount
2032 Notes exchanged: $1.0 billion aggregate principal amount
+5 more
8 metrics
Convertible notes to be exchanged
$1.4 billion aggregate principal amount
0.00% Convertible Senior Notes due 2030 and 2032 to be swapped for common stock
2030 Notes exchanged
$400 million aggregate principal amount
Portion of 0.00% Convertible Senior Notes due 2030 included in the Exchange
2032 Notes exchanged
$1.0 billion aggregate principal amount
Portion of 0.00% Convertible Senior Notes due 2032 included in the Exchange
2030 Notes remaining outstanding
$1.1 billion aggregate principal amount
Long-term debt remaining after completion of the Exchange
2032 Notes remaining outstanding
$1.7 billion aggregate principal amount
Long-term debt remaining after completion of the Exchange
Reference period length
35 consecutive trading days
Used to calculate average volume-weighted average price for share issuance
Expected closing date
On or about September 23, 2026
Anticipated completion timing for the Exchange, subject to conditions
Termination date
September 30, 2026
Either party may terminate if the Exchange has not closed by this date
Key Terms
0.00% Convertible Senior Notes, Section 4(a)(2) of the Securities Act, qualified institutional buyer, volume-weighted average price, +1 more
5 terms
0.00% Convertible Senior Notes financial
"its 0.00% Convertible Senior Notes due 2030 and 0.00% Convertible Senior Notes due 2032"
0.00% convertible senior notes are a type of loan that a company issues to investors, which can later be converted into company shares. Because they carry no interest payments, their value mainly depends on the potential for the company's stock price to rise. Investors consider these notes because they offer a chance to benefit from stock growth while providing some priority over other debts if the company faces financial trouble.
Section 4(a)(2) of the Securities Act regulatory
"in reliance on the exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act"
A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.
qualified institutional buyer regulatory
"that is also a qualified institutional buyer within the meaning of Rule 144A under the Securities Act"
A qualified institutional buyer is a large organization, such as a big investment firm or pension fund, that is trusted to handle complex or substantial financial transactions on its own. Because of their size and expertise, they can trade certain securities without the same level of oversight required for individual investors, making markets more efficient. This status helps facilitate large-scale investments and can provide access to exclusive financial opportunities.
volume-weighted average price financial
"based in part on the average volume-weighted average price of the Common Stock"
Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.
Regulation D regulatory
"within the meaning of Rule 501(a)(1), (2), (3), or (7) of Regulation D under the Securities Act"
Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What transaction did GameStop (GME) announce regarding its convertible notes?
GameStop agreed to exchange approximately $1.4 billion aggregate principal amount of its 0.00% Convertible Senior Notes due 2030 and 2032 for shares of Class A common stock. The exchanged notes will be cancelled, materially reducing outstanding long-term debt while increasing the equity base.
How much of each GameStop (GME) note series is included in the exchange?
Existing noteholders are exchanging about $400 million of 0.00% Convertible Senior Notes due 2030 and $1.0 billion of 0.00% Convertible Senior Notes due 2032. After closing, around $1.1 billion of 2030 Notes and $1.7 billion of 2032 Notes will remain outstanding.
When is GameStop (GME) expected to close the note-for-equity exchange?
The exchange is expected to close on or about September 23, 2026, subject to customary closing conditions. If closing has not occurred on or before September 30, 2026, either GameStop or an exchanging noteholder may terminate the applicable exchange agreement.
Could the GameStop (GME) exchange affect the stock or note prices?
GameStop expects some exchanging noteholders may trade common stock or derivatives to hedge or unwind positions. The company states these activities could increase or decrease the market price of the common stock or the exchange notes, and the effect may be material.
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 02, 2026
(Exact name of Registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
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 1.01 Entry into a Material Definitive Agreement
On August 2, 2026, GameStop Corp. (the “Company”) entered into (i) privately negotiated exchange agreements (the “2030 Notes Exchange Agreements”) with a limited number of existing holders (the “2030 Existing Noteholders”) of its 0.00% Convertible Senior Notes due 2030 (the “2030 Notes”), and (ii) privately negotiated exchange agreements (the “2032 Notes Exchange Agreements” and, together with the 2030 Notes Exchange Agreements, the “Exchange Agreements”) with a limited number of existing holders (the “2032 Existing Noteholders” and, together with the 2030 Existing Noteholders, the “Existing Noteholders”) of its 0.00% Convertible Senior Notes due 2032 (the “2032 Notes” and, together with the 2030 Notes, the “Notes”), in each case relating to the exchange (the “Exchange”) of such 2030 Notes and 2032 Notes held by the Existing Noteholders for shares of the Company’s Class A common stock, $0.001 par value per share (“Common Stock”). Pursuant to the Exchange Agreements, the Company has agreed to exchange approximately (i) $400 million aggregate principal amount of the outstanding 2030 Notes, and (ii) $1.0 billion aggregate principal amount of the outstanding 2032 Notes (collectively, the “Exchange Notes”) held by the Existing Noteholders. The Company will not receive any cash proceeds from the issuance of the Common Stock in the Exchange. Following the closing of the Exchange, the Exchange Notes will be cancelled and no longer outstanding, and the Company’s outstanding long-term debt will be reduced by approximately $1.4 billion (with approximately $1.1 billion aggregate principal amount of 2030 Notes and $1.7 billion aggregate principal amount of 2032 Notes remaining outstanding). The Exchange retires this debt without the use of cash. The total number of shares of Common Stock issuable to the Existing Noteholders will be determined shortly prior to the Closing Date (as defined below) based in part on the average volume-weighted average price of the Common Stock over a 35 consecutive trading day reference period beginning on August 3, 2026, subject to a per share price floor.
The Closing Date is expected to occur on or about September 23, 2026, subject to satisfaction of the customary closing conditions set forth in the Exchange Agreements. If the Closing has not occurred on or before September 30, 2026, either the Company or the applicable Existing Noteholder may terminate the applicable Exchange Agreement.
The Company expects that some or all of the Existing Noteholders that participate in the Exchange may purchase or sell shares of Common Stock in open market transactions or enter into or unwind various derivative transactions with respect to Common Stock to hedge or unwind their investments in the Notes. These activities could increase or decrease the market price of the Common Stock or the Notes, the effect of which may be material.
Item 3.02 Unregistered Sales of Equity Securities
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The Company intends to file a Current Report on Form 8-K disclosing the final number of shares of Common Stock issued in the Exchange promptly after such number is determined.
The Common Stock will be issued to the Existing Noteholders in a private placement in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 4(a)(2) of the Securities Act. Each Existing Noteholder participating in the Exchange is required to be an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3), or (7) of Regulation D under the Securities Act that is also a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The Company is relying on this exemption from registration based in part on representations made by the Existing Noteholders in the Exchange Agreements.
Item 8.01 Other Events
On August 3, 2026, the Company issued a press release announcing that it entered into the Exchange Agreements described in this Current Report on Form 8-K. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy shares of Common Stock or any other security, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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 timing of consummation of the Exchange on the terms described above or at all, the number of shares of Common Stock issuable in the Exchange, which will not be determined until the completion of the applicable reference period. In some cases, forward-looking statements can be identified by the use of terms such as “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “pro forma,” “seeks,” “should,” “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 January 31, 2026 and its Quarterly Report on Form 10-Q for the fiscal quarter ended May 2, 2026, 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release issued by GameStop Corp., dated August 3, 2026.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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 3, 2026 | By: | /s/ Daniel Moore | ||||||||||||
| Daniel Moore Principal Financial and Accounting Officer | ||||||||||||||
GameStop Announces Private Exchange of $1.4 Billion of Convertible Senior Notes for Equity
August 3, 2026
GRAPEVINE, Texas – (BUSINESS WIRE) –– GameStop Corp. (NYSE: GME) (“GameStop”) today announced that it has agreed to exchange approximately $1.4 billion aggregate principal amount of its outstanding convertible senior notes for shares of its Class A common stock (the “Common Stock”), pursuant to privately negotiated exchange agreements (the “Exchange Agreements”) entered into with certain existing holders (the “Existing Noteholders”) of its 0.00% Convertible Senior Notes due 2030 (the “2030 Notes”) and 0.00% Convertible Senior Notes due 2032 (the “2032 Notes”). The Existing Noteholders are exchanging approximately $400 million aggregate principal amount of 2030 Notes and $1.0 billion aggregate principal amount of 2032 Notes (collectively, the “Exchange Notes”).
Pursuant to the Exchange Agreements, GameStop will issue shares of its Common Stock to the Existing Noteholders for their Exchange Notes (the “Exchange”). GameStop will not receive any cash proceeds from the issuance of the Common Stock in the Exchange. Following the closing of the Exchange, the Exchange Notes will be cancelled and no longer outstanding, and the Company’s outstanding long-term debt will be reduced by approximately $1.4 billion (with approximately $1.1 billion aggregate principal amount of 2030 Notes and $1.7 billion aggregate principal amount of 2032 Notes remaining outstanding). The Exchange retires this debt without the use of cash. The Exchange is expected to close on or about September 23, 2026, subject to customary closing conditions. The number of shares of Common Stock issuable in the Exchange will be based in part on the average volume-weighted average price of the Common Stock over a 35 consecutive trading day reference period beginning on August 3, 2026, subject to a per share price floor.
The offering, issuance and sale of the Common Stock has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction, and the Common Stock may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from the registration requirements of the Securities Act and such other securities laws.
GameStop expects that some or all of the Existing Noteholders that participate in the Exchange may purchase or sell shares of Common Stock in open market transactions or enter into or unwind various derivative transactions with respect to Common Stock to hedge or unwind their investments in the Exchange Notes. These activities could increase or decrease the market price of the Common Stock or the Exchange Notes, the effect of which may be material.
This press release is neither an offer to sell nor a solicitation of an offer to buy any securities, nor shall it constitute an offer, solicitation or sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
Cautionary Statement Regarding Forward-Looking Statements – Safe Harbor
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements concerning the timing of consummation of the Exchange on the terms described above or at all, the number of shares of Common Stock issuable in the Exchange, which will not be determined until the completion of the applicable reference period. These forward-looking statements are based on GameStop’s current assumptions, expectations and beliefs and are subject to substantial risks, uncertainties, assumptions and changes in circumstances that may cause GameStop’s actual results, performance or achievements to differ materially from those expressed or implied in any forward-looking statement. These risks include, but are not limited to market risks, trends and conditions. These and other risks are more fully described in GameStop’s filings with the Securities and Exchange Commission (“SEC”), including in the section entitled “Risk Factors” in its Annual Report on Form 10-K for the fiscal year ended January 31, 2026 and its Quarterly Report on Form 10-Q for the fiscal quarter ended May 2, 2026, and other filings and reports that GameStop may file from time to time with the SEC. Forward-looking statements represent GameStop’s beliefs and assumptions only as of the date of this press release. GameStop disclaims any obligation to update forward-looking statements.
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements concerning the timing of consummation of the Exchange on the terms described above or at all, the number of shares of Common Stock issuable in the Exchange, which will not be determined until the completion of the applicable reference period. These forward-looking statements are based on GameStop’s current assumptions, expectations and beliefs and are subject to substantial risks, uncertainties, assumptions and changes in circumstances that may cause GameStop’s actual results, performance or achievements to differ materially from those expressed or implied in any forward-looking statement. These risks include, but are not limited to market risks, trends and conditions. These and other risks are more fully described in GameStop’s filings with the Securities and Exchange Commission (“SEC”), including in the section entitled “Risk Factors” in its Annual Report on Form 10-K for the fiscal year ended January 31, 2026 and its Quarterly Report on Form 10-Q for the fiscal quarter ended May 2, 2026, and other filings and reports that GameStop may file from time to time with the SEC. Forward-looking statements represent GameStop’s beliefs and assumptions only as of the date of this press release. GameStop disclaims any obligation to update forward-looking statements.
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Contacts
GameStop Corp. Investor Relations
(817) 424-2001
ir@gamestop.com
(817) 424-2001
ir@gamestop.com
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