[Form 4] GameStop Corp. Insider Trading Activity

Rhea-AI Filing Summary

Barclays Bank PLC is offering $4.615 million of Market Linked Notes, Series A, linked to the S&P 500 Index and scheduled to mature on July 2, 2029. The product is a five-year, unsecured and unsubordinated debt security that forgoes periodic coupons in exchange for 100% participation in any positive Index performance, subject to a maximum return of 28.00% (maximum maturity payment of $1,280 per $1,000 note). If the Index is flat or declines, investors receive only the $1,000 principal, giving the notes a principal-return feature but no downside enhancement. All payments are exposed to the credit risk of Barclays and to potential statutory bail-in by U.K. regulators.

Key commercial terms

• Issue/Settlement: July 2 2025
• Pricing Date: June 27 2025  |  Calculation Day: June 27 2029
• Starting Level: 6,173.07  |  Ending Level: S&P 500 close on Calculation Day
• Upside Participation Rate: 100% to the 28% cap
• Principal Amount: $1,000; denominations in integral multiples of $1,000
• Estimated Value (issuer models): $961.50 — $38.50 below the $1,000 offering price
• Underwriting economics: $38.25 per note total selling concession/agent discount; net proceeds to Barclays $961.75 per note
• No listing; secondary liquidity, if any, expected to be limited to Barclays Capital Inc. checkpoint market

Cost, value and liquidity considerations: The embedded fees (3.825%) plus hedging and structuring costs create an initial fair-value discount for investors. Barclays may temporarily support secondary prices for roughly four months after issuance, but values thereafter will reflect market conditions and may trade below both the issue price and the $961.50 internal valuation.

Risk highlights

• No interim income; total return is deferred to maturity and capped
• Credit exposure to Barclays Bank PLC; potential principal write-down or conversion under U.K. Bail-in Power
• Taxed as contingent payment debt instruments; investors accrue OID-like interest annually without cash receipts
• Market, volatility and dividend omission risks inherent in an equity price-return index
• Absence of an active trading market may limit exit flexibility and price discovery

Investor profile: The notes suit investors who have a moderately bullish five-year view on the S&P 500, desire principal return at maturity, can tolerate capped upside, are comfortable with Barclays credit exposure and accept limited liquidity. They are not appropriate for investors seeking uncapped equity exposure, periodic income, or guaranteed secondary marketability.

Positive

• 100% principal repayment at maturity (subject to issuer credit), limiting downside loss versus direct equity exposure
• Full upside participation up to a 28% cap, allowing equity-like gains if the S&P 500 rises moderately
• Investment-grade issuer (Barclays Bank PLC) providing credit backing, with swap hedging disclosed
• No interim interest-rate risk because the notes are zero-coupon, simplifying duration considerations

Negative

• No periodic income; investors earn nothing unless held to maturity
• Upside capped at 28%, underperforming direct S&P 500 exposure in strong bull markets
• Issuer’s estimated value is $38.50 below issue price, embedding sizable fees and negative carry
• Subject to U.K. Bail-in Power, introducing potential principal write-down without default
• Unlisted security with limited secondary liquidity, increasing exit-price uncertainty
• Taxed as contingent payment debt instruments, creating phantom income prior to cash receipt

Insights

Structured-Products Analyst

TL;DR: Five-year S&P 500 note offers 28% capped upside with principal return; neutral financial impact, depends on investor suitability.

Assessment. From a product design standpoint, the note combines a zero-coupon bond with a capped call option. The 100% upside participation up to 28% equates to an effective annualized maximum yield of roughly 5.1%, which is competitive with current IG corporate yields but only if the Index appreciates ≥28%. The internal valuation (96.15% of par) implies embedded fees close to 3.9%, consistent with comparable retail structured products. Credit exposure to Barclays (A/A-1) is investment-grade, but the bail-in language adds a non-trivial tail risk. Overall, the security fills a niche for conservative equity investors; its issuance is routine for Barclays and not materially accretive to earnings.

Bank Credit & Liquidity Risk Specialist

TL;DR: Product’s principal safety relies entirely on Barclays’ credit; bail-in and thin liquidity elevate downside risk, skewing attractiveness.

The lack of interest, capped upside and a 3.8% upfront fee mean holders face negative carry until maturity. Should spreads on Barclays widen, secondary prices will fall faster than intrinsic value. The U.K. Bail-in regime can legally convert or write-down the notes without default, a material tail event under stress scenarios. Given these features, the risk-adjusted reward appears modest; investors seeking equity participation may find ETFs or buffered notes with higher caps more efficient.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Grube James

(Last) (First) (Middle)

C/O GAMESTOP CORP

625 WESTPORT PARKWAY

(Street)

GRAPEVINE TX 76051

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GameStop Corp. [ GME ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	06/30/2025		P		5,575	A	$23.71	29,439	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

Remarks:

	/s/ Daniel Moore, as Attorney-in-Fact	07/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What is the maximum possible return on Barclays (VXZ) Market Linked Notes?

The maximum return is 28.00%, translating to $1,280 per $1,000 note at maturity.

Do the VXZ-linked notes guarantee my principal?

Principal is scheduled to be repaid at maturity, but only if Barclays remains solvent and no U.K. bail-in occurs.

Will I receive any interest or dividends during the five-year term?

No. The notes pay no coupons and do not pass through S&P 500 dividends; all return is deferred to maturity.

How does Barclays’ estimated value compare to the $1,000 offering price?

Barclays’ internal model values each note at $961.50, reflecting structuring costs and dealer compensation.

Can I sell the notes before July 2029?

Possibly, but there is no exchange listing; liquidity is limited to dealer bid/offer, which may be well below par.

What happens if the S&P 500 is unchanged or falls?

You will receive only the $1,000 principal — no positive return — provided Barclays meets its obligations.