GameStop (NYSE: GME) outlines Ryan Cohen ownership and large performance-based options

Rhea-AI Filing Summary

GameStop Corp. disclosed an updated ownership report from Ryan Cohen. He beneficially owns 41,082,626 shares of Class A common stock, including 3,734,784 shares underlying warrants, representing approximately 9.1% of the company’s shares based on 448,009,480 shares outstanding as of December 5, 2025 plus the warrant shares. The directly owned shares were purchased for about $106,851,057 using personal funds.

GameStop’s board granted Cohen a long-term performance award of nonqualified stock options for 171,537,327 shares at an exercise price of $20.66 per share, subject to stockholder approval at a planned special meeting in March or April 2026. The 10-year options are split into nine tranches that vest only if GameStop meets increasing market capitalization and cumulative performance EBITDA targets, up to $100 billion in market cap and $10 billion in cumulative performance EBITDA for full vesting. Cohen generally cannot sell shares from option exercises until two years after each exercise.

Cohen also holds 3,734,784 warrants from an October 2025 warrant dividend, each allowing purchase of one share at $32, expiring on October 30, 2026.

Positive

• Strong performance linkage in CEO equity award: The 171,537,327-share option grant vests only if GameStop reaches up to $100 billion in market capitalization and $10 billion in cumulative performance EBITDA, tying compensation to ambitious value and profitability milestones.

Negative

• Significant potential equity issuance overhang: If shareholders approve the 171,537,327 options at a $20.66 exercise price and performance targets are met, combined with existing warrants this could materially increase the number of shares outstanding.

Insights

Equity compensation and governance analyst

Ryan Cohen’s stake rises with a very large, highly performance-based option package.

Ryan Cohen now reports beneficial ownership of 41,082,626 GameStop shares, including 3,734,784 shares underlying warrants, for about 9.1% of the company based on 448,009,480 shares outstanding as of December 5, 2025 plus those warrant shares. His directly owned 37,347,842 shares were acquired for roughly $106,851,057, underscoring a significant personal capital commitment.

The new long-term performance award covers 171,537,327 nonqualified stock options at an exercise price of $20.66 per share, granted on January 6, 2026 and expiring 10 years from that date, subject to stockholder approval. Vesting is split into nine tranches tied to escalating “Market Capitalization Hurdle” and “Cumulative Performance EBITDA Hurdle” levels, starting at a $20 billion market cap and $2.0 billion cumulative performance EBITDA, stepping up by $10 billion in market cap and $1 billion in cumulative performance EBITDA per tranche. Full vesting would require a $100 billion market cap and $10 billion cumulative performance EBITDA, while Cohen must remain in a top leadership role through each vesting date.

The award’s size creates substantial potential future issuance if hurdles are met and options exercised, and it sits alongside 3,734,784 existing warrants with a $32 exercise price that expire on October 30, 2026. Actual impact on shareholders will depend on stockholder approval, the company’s ability to achieve the specified financial and valuation thresholds, and Cohen’s continued service through the 10-year option term.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 12)

GameStop Corp.

(Name of Issuer)

Class A Common Stock, $0.001 par value per share

(Title of Class of Securities)

36467W109

(CUSIP Number)

RYAN NEBEL
OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

01/06/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 36467W109

1

Name of reporting person

Cohen Ryan

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 41,082,626.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 41,082,626.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

41,082,626.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.1 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, $0.001 par value per share
(b)	Name of Issuer: GameStop Corp.
(c)	Address of Issuer's Principal Executive Offices: 625 WESTPORT PARKWAY, GRAPEVINE, TEXAS , 76051.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and restated to read as follows: The Shares directly owned by Mr. Cohen were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 37,347,842 Shares directly owned by Mr. Cohen is approximately $106,851,057, excluding brokerage commissions. Mr. Cohen also owns 3,734,784 Warrants (as defined below), which Mr. Cohen received from the Issuer for no consideration pursuant to a warrant dividend distribution to the Issuer's stockholders (as further explained in Item 6 below).
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by the Reporting Person is based upon 448,009,480 Shares outstanding as of December 5, 2025 as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 9, 2025, plus the Shares underlying the Warrants that may be exercised by the Reporting Person. As of the date hereof, Mr. Cohen directly beneficially owned 41,082,626 Shares, including 3,734,784 Shares underlying the Warrants, constituting approximately 9.1% of the Shares outstanding.
(c)	Item 5(c) is hereby amended and restated to read as follows: Except as otherwise disclosed herein, there have been no transactions in securities of the Issuer by the Reporting Person during the past 60 days.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended to add the following: On January 6, 2026 (the "Grant Date"), the Issuer's board of directors (the "Board") granted Mr. Cohen a long-term performance award consisting of performance-based nonqualified stock options to purchase an aggregate of 171,537,327 Shares at a per Share exercise price of $20.66 (the "Award") pursuant to the terms and conditions of a Nonqualified Stock Option Award Grant Notice and the accompanying Nonqualified Stock Option Award Terms and Conditions (collectively, the "Award Agreement"). The grant of the Award is subject to the approval of the Issuer's stockholders, who will be asked to approve the Award at a special meeting of stockholders which is expected to be held in March or April 2026. The options will expire 10 years from the Grant Date (the "Expiration Date"). The Award is divided into nine tranches, with 10% of the Award vesting in each of the first seven tranches, and 15% of the award vesting in each of the final two tranches, and each tranche is eligible to vest only if the Issuer achieves both a designated market capitalization hurdle (the "Market Capitalization Hurdle") and a corresponding Cumulative Performance EBITDA hurdle (the "Cumulative Performance EBITDA Hurdle"). The first tranche vests only if the Issuer achieves (x) a market capitalization of $20 billion (with each subsequent tranche requiring an additional $10 billion increase in market capitalization), and (y) a Cumulative Performance EBITDA of $2.0 billion (with each subsequent tranche requiring an additional $1 billion). In order for the Award to fully vest, the Issuer's market capitalization would have to grow to $100 billion, and the Issuer would need to achieve $10 billion in Cumulative Performance EBITDA. Mr. Cohen will generally not be permitted to sell or dispose of any Shares acquired upon exercise of the options until after the two-year anniversary of the applicable date of exercise of such options. Each tranche shall be earned subject to achieving the applicable Market Capitalization Hurdle and Cumulative Performance EBITDA Hurdle until the Expiration Date, so long as Mr. Cohen remains continuously actively employed as the Issuer's Chief Executive Officer, Executive Chairman or in such other comparable position as then reasonably approved by the Board through the applicable vesting date. The foregoing description of the Award does not purport to be complete and is qualified in its entirety by reference to the Award Agreement between the Issuer and Mr. Cohen, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference. On October 7, 2025, the Board declared a distribution in the form of warrants to purchase Shares (the "Warrants"). Pursuant to the distribution, each stockholder of record of the Issuer, as of October 3, 2025, received a dividend of one Warrant for every ten Shares held, rounded down to the nearest whole Warrant. Accordingly, Mr. Cohen received 3,734,784 Warrants as part of the distribution. Each Warrant entitles the holder thereof to purchase one Share at a cash exercise price of $32. The Warrants will expire and cease to be exercisable at 5:00 p.m. New York City time on October 30, 2026.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibit: 99.1 - Nonqualified Stock Option Award Grant Notice, dated January 6, 2026 (incorporated by reference to Ex. 10.1 to the Issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 8, 2026).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Cohen Ryan

Signature:	/s/ Ryan Cohen
Name/Title:	Ryan Cohen
Date:	01/08/2026

FAQ

How many GameStop (GME) shares does Ryan Cohen currently beneficially own?

Ryan Cohen beneficially owns 41,082,626 shares of GameStop Class A common stock, including 3,734,784 shares underlying warrants. This represents approximately 9.1% of the shares based on 448,009,480 shares outstanding as of December 5, 2025 plus the warrant shares.

What is included in Ryan Cohens new GameStop performance option award?

The new award consists of 171,537,327 nonqualified stock options with a per-share exercise price of $20.66, granted on January 6, 2026. The options have a 10-year term and are divided into nine tranches, each vesting only if specific market capitalization and cumulative performance EBITDA hurdles are achieved.

Are Ryan Cohens new GameStop stock options already effective?

No. The option award is subject to stockholder approval. GameStop stockholders will be asked to approve the award at a special meeting expected in March or April 2026.

What performance targets must GameStop hit for Ryan Cohens options to fully vest?

For the award to fully vest, GameStop must reach a $100 billion market capitalization and achieve $10 billion in cumulative performance EBITDA. The first tranche requires a $20 billion market cap and $2.0 billion cumulative performance EBITDA, with each subsequent tranche adding $10 billion in market cap and $1 billion in cumulative performance EBITDA.

What restrictions apply to shares Ryan Cohen acquires from exercising GameStop options?

Ryan Cohen will generally not be permitted to sell or dispose of shares acquired upon option exercise until after the two-year anniversary of the applicable exercise date, adding a holding-period requirement to the award.

What GameStop warrants does Ryan Cohen hold and when do they expire?

Cohen holds 3,734,784 warrants from an October 7, 2025 distribution. Each warrant allows purchase of one share at a $32 cash exercise price, and the warrants expire at 5:00 p.m. New York City time on October 30, 2026.

How were Ryan Cohens existing GameStop shares acquired and at what cost?

The 37,347,842 shares directly owned by Ryan Cohen were bought with personal funds, which may include margin loans. The aggregate purchase price for these shares is approximately $106,851,057, excluding brokerage commissions.