Every 8-K that Gamestop Corp (GME) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow GME and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full GME filings page.
GameStop Corp. (GME) reported a mixed but profitable second quarter for the period ended August 1, 2026. Net sales fell to $790.2 million from $972.2 million, mainly due to the prior-year Nintendo Switch 2 launch, planned store closures, and the France divestiture. Despite lower revenue, operating income surged to a record second-quarter level of $160.2 million versus $66.4 million, and net income rose to $298.7 million from $168.6 million, helped by gains on a derivative asset and an unrealized gain on its equity investment.
Collectibles continued to reshape the business, with net sales of $356.3 million, up 57% year over year and now 45.1% of total net sales, while traditional video game sales declined. Adjusted EBITDA increased to $174.0 million from $75.7 million, and free cash flow for the first six months reached $393.6 million. GameStop held $5.4 billion in cash, marketable securities, digital assets and related receivables and an eBay equity stake valued at about $4.9 billion. The company raised its fiscal 2026 Adjusted EBITDA outlook to more than $650 million and subsequently completed exchanges retiring roughly $1.4 billion of convertible notes, lowering long-term debt to about $2.8 billion.
GameStop Corp. (GME) amended previously announced exchange agreements for its 0.00% Convertible Senior Notes due 2030 and 2032, under which approximately $1.4 billion of notes will be exchanged and canceled. The revised structure fixes the equity component and shifts part of the consideration to cash. Existing noteholders are now expected to receive in total approximately 55.5 million shares of Class A common stock and $358.4 million in cash, with closing expected on or about September 3, 2026, subject to customary conditions. After closing, approximately $2.8 billion of these convertible notes will remain outstanding.
GameStop also provided preliminary results for the quarter ended August 1, 2026. Net sales are expected at $780–$800 million versus $972.2 million a year earlier, reflecting the prior-year Nintendo Switch 2 launch, planned store closures, and the France divestiture. Despite lower sales, operating income is expected at $150–$170 million versus $66.4 million, and net income at $290–$310 million versus $168.6 million. Cash, cash equivalents and marketable securities are expected at $5.050–$5.070 billion versus $8.694 billion, largely due to converting a derivative position in eBay Inc. into a direct stake of approximately 43.4 million eBay shares with fair value of about $4.947 billion; quarterly net income includes about $238 million of related gains, partially offset by a $75 million loss on digital assets and related receivables.
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.
GameStop Corp. held its 2026 annual meeting, where stockholders approved an amendment to its charter increasing authorized Class A common stock to 2,500,000,000 shares. The amendment, which becomes effective upon filing in Delaware, received 68.7% of votes cast.
The company states this added capacity will allow it to issue common stock for strategic transactions, including its proposed acquisition of eBay at $125 per share, payable in cash and GameStop stock. Stockholders also re-elected all five director nominees, approved executive compensation on an advisory basis, and ratified KPMG LLP as independent auditor.
GameStop Corp. provided an outlook for fiscal year 2026, stating it currently expects to generate Adjusted EBITDA in excess of $600 million, compared to $345.4 million in fiscal year 2025. Management presents Adjusted EBITDA as a non-GAAP measure to highlight core operating performance, while emphasizing its limitations versus net income.
The company also reiterated its focus on a proposed acquisition of eBay Inc., after delivering a non-binding proposal on May 3, 2026 to acquire all eBay shares it does not already own at $125 per share, payable in cash and GameStop stock. GameStop directly holds 4,343,725 eBay shares and has additional economic exposure to 39,046,658 eBay shares through American-style put/call option pairs that became eligible for physical settlement following Hart-Scott-Rodino clearance on June 3, 2026.
GameStop Corp. reported that its Board withdrew the proposed CEO Performance Award from its proxy statement at the request of Chairman and CEO Ryan Cohen, so leadership can stay focused on operating performance and a proposed acquisition of eBay.
GameStop directly beneficially owns 4,343,725 shares of eBay common stock and holds American-style put/call option pairs providing economic exposure to a further 39,046,658 eBay shares. After satisfaction of a Hart‑Scott‑Rodino condition on June 3, 2026, these options may be physically settled in stock. On May 3, 2026, GameStop delivered a non‑binding proposal to acquire the remaining eBay shares it does not own for $125 per share, payable in a mix of cash and GameStop stock.
GameStop reported a breakout first quarter of 2026 with record profitability and a major capital return move. Net sales rose to $835.3 million from $732.4 million, driven by strong collectibles demand, while gross margin expanded as cost of sales fell to 59.3% of sales from 65.5%.
Operating income reached $143.3 million versus a prior-year operating loss of $10.8 million, and net income surged to a record $389.6 million compared with $44.8 million. On an adjusted basis, net income was $179.3 million and adjusted EBITDA was $163.4 million, both significantly higher than a year earlier.
GameStop ended the quarter with $9.7 billion in total cash, marketable securities, digital assets, related receivables and collateral pledged for a derivative asset, including $8.4 billion of cash, cash equivalents and marketable securities. The board also unanimously approved a new discretionary $2.0 billion share repurchase authorization through June 2, 2029, replacing the prior program.
GameStop Corp. has submitted a non-binding proposal to acquire 100% of eBay Inc. for $125.00 per share, paid 50% in cash and 50% in GameStop stock. The offer values eBay at about $55.5 billion and reflects a 46% premium to eBay’s unaffected closing price on February 4, 2026, plus 27% and 36% premiums to the 30‑day and 90‑day VWAPs. GameStop has already built a 5% economic stake in eBay and plans to fund the cash portion with roughly $9.4 billion of cash and liquid investments and up to $20 billion of third‑party financing supported by a highly‑confident letter from TD Securities. GameStop’s plan targets $2.0 billion of annualized cost reductions at eBay within twelve months of closing, which it projects would raise eBay’s diluted GAAP EPS from $4.26 to $7.79 in year one. The proposal is subject to negotiation of a definitive agreement, shareholder approvals and antitrust clearances, and there is no assurance any transaction will be completed.
GameStop Corp. reported a sharp profitability turnaround for fiscal 2025 despite lower sales. Net sales for the year were $3.63 billion versus $3.82 billion a year earlier, but operating results swung to income of $232.1 million from a $26.2 million loss. Net income rose to $418.4 million from $131.3 million, and adjusted net income reached $647.4 million.
Fourth-quarter net sales were $1.10 billion compared with $1.28 billion, while operating income increased to $135.2 million from $79.8 million. Cash, cash equivalents and marketable securities totaled $9.0 billion at year-end, up from $4.8 billion, and Bitcoin and related receivables were valued at $368.4 million.
GameStop Corp. filed a current report describing a performance-based stock option award agreement entered into with Chairman and CEO Ryan Cohen. The option award agreement itself is provided as an exhibit for investors to review the detailed terms of the CEO Performance Award.
The company plans to call a Special Meeting of stockholders to vote on approval of the CEO Performance Award. GameStop expects to file a proxy statement on Schedule 14A with the SEC for this Special Meeting, which will explain the award structure, conditions and board rationale in more detail. Stockholders will be able to access the proxy materials and related filings for free on the SEC’s website and through GameStop’s investor relations site.
GameStop Corp. reported that on January 6, 2026 it granted a 100% performance-based nonqualified stock option award (the “CEO Performance Award”) to its Chief Executive Officer and Executive Chairman, Ryan Cohen, subject to approval at a meeting of stockholders. The company disclosed that it will hold a special meeting of stockholders to vote on this award.
GameStop plans to file and distribute a proxy statement describing the CEO Performance Award and related matters, and is urging stockholders to read it and any future amendments when available. The company noted that its directors and executive officers may be deemed participants in the proxy solicitation for the special meeting, and included customary cautionary language regarding forward-looking statements and risk factors referenced in its prior SEC reports.
GameStop Corp. furnished an update announcing that it issued a press release with its financial results for the third quarter ended November 1, 2025. The company released the details of its operations and financial condition for this period in the press release, which is included as Exhibit 99.1. The information under the results and Regulation FD sections is being provided for informational purposes and is expressly described as "furnished" rather than "filed" under securities laws.
GameStop Corp. declared a warrant distribution on October 7, 2025, delivering one warrant per ten shares of common stock to shareholders of record on October 3, 2025 and issuing equivalent warrants to holders of its convertible notes in lieu of conversion adjustments. Each warrant allows purchase of one share at an exercise price of $32.00, payable in cash, and will expire at 5:00 p.m. New York City time on October 30, 2026. The company filed a prospectus supplement registering up to 59,153,963 shares issuable on exercise and expects the warrants to trade on the NYSE under the ticker GME WS beginning October 8, 2025. A legal opinion from White & Case LLP and a Form 8-A/ prospectus supplement were filed with the SEC.
GameStop Corp. announced a warrant dividend distribution to holders of its Class A common stock and certain convertible noteholders. Holders of record as of the close of business on October 3, 2025 will receive one warrant for each ten shares of common stock, rounded down, with distribution expected on or about October 7, 2025. The warrants are expected to expire on or about October 30, 2026 and will have an exercise price of $32.00 per share. Convertible senior noteholders as of the record date will receive warrants on the same terms based on the conversion rate in effect, without converting their notes. The company intends to apply to list the warrants on the New York Stock Exchange, potentially trading under ticker GME WS. The filing also furnishes a press release with second quarter results and an FAQ on the Warrant Distribution.
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.
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.