Gamestop Corp SEC Filings

GameStop proposes acquisition of eBay at $125 per share in a non-binding offer. On May 3, 2026, GameStop delivered a non-binding proposal to acquire all outstanding common stock of eBay at $125 per share, payable in a combination of cash and GameStop common stock. GameStop currently directly owns 25,000 shares of eBay and holds the long side of American-style Put/Call Pairs providing economic exposure to 23,176,000 shares of eBay expiring February 23, 2028, which are cash-settleable until the HSR Act Condition is satisfied. The communication states definitive materials, regulatory approvals, financing, and shareholder approvals are required and that final terms remain subject to negotiation.

GameStop has publicly described a non-binding proposal to acquire eBay at $125 per share, payable in a mix of cash and GameStop common stock, and disclosed financing assumptions including $9.4B of GameStop cash and liquid investments and up to $20B of third-party debt financing. The communication explains GameStop’s ownership exposure to eBay (25,000 shares directly plus economic exposure to 23,176,000 shares via Put/Call Pairs) and states the Put/Call Pairs expire on February 23, 2028 and are cash-settleable until the HSR Act Condition is satisfied.

The statement reiterates this is informational and not an offer or solicitation, notes potential filings (proxy/registration statements) may follow, and lists customary forward-looking disclaimers including financing, regulatory approvals, and negotiation risks.

GameStop has publicly described a non-binding proposal to acquire eBay at $125 per share, payable in a mix of cash and GameStop common stock, and disclosed financing assumptions including $9.4B of GameStop cash and liquid investments and up to $20B of third-party debt financing. The communication explains GameStop’s ownership exposure to eBay (25,000 shares directly plus economic exposure to 23,176,000 shares via Put/Call Pairs) and states the Put/Call Pairs expire on February 23, 2028 and are cash-settleable until the HSR Act Condition is satisfied.

The statement reiterates this is informational and not an offer or solicitation, notes potential filings (proxy/registration statements) may follow, and lists customary forward-looking disclaimers including financing, regulatory approvals, and negotiation risks.

GameStop proposes to acquire eBay at $125 per share in a half‑cash, half‑stock offer and is publicly pressing for control. GameStop says it holds 25,000 eBay shares plus economic exposure to 23,176,000 additional shares via put/call option pairs expiring February 23, 2028. GameStop states it has $9 billion of cash and a $20 billion financing commitment and proposes roughly 50/50 cash and stock consideration. The communication frames anticipated cost reductions (GameStop cites a $2 billion target) and says GameStop currently owns over 5% economic exposure to eBay. The message also warns of customary transaction risks and notes required filings, regulatory approvals and shareholder votes.

GameStop proposes to acquire eBay at $125 per share in a half‑cash, half‑stock offer and is publicly pressing for control. GameStop says it holds 25,000 eBay shares plus economic exposure to 23,176,000 additional shares via put/call option pairs expiring February 23, 2028. GameStop states it has $9 billion of cash and a $20 billion financing commitment and proposes roughly 50/50 cash and stock consideration. The communication frames anticipated cost reductions (GameStop cites a $2 billion target) and says GameStop currently owns over 5% economic exposure to eBay. The message also warns of customary transaction risks and notes required filings, regulatory approvals and shareholder votes.

GameStop Corp. is asking stockholders to vote at its 2026 virtual annual meeting on five proposals, including (1) election of five directors, (2) an advisory vote on executive compensation, (3) ratification of KPMG as auditor, (4) approval of a performance-based option award for CEO Ryan Cohen, and (5) an amendment to increase authorized Class A shares to 2,500,000,000. The proxy discloses that shares outstanding were 448,650,736 as of May 2, 2026 and that Mr. Cohen beneficially owned 42,082,626 shares (reported as 9.3%). The CEO Performance Award is structured to vest only if market capitalization more than doubles to a sustained $20 billion and cumulative performance EBITDA hurdles are met. Voting and participation procedures for the virtual meeting, quorum rules, and proxy access and nomination procedures are described in detail.

GameStop proposes acquisition of eBay — GameStop delivered a non-binding proposal to eBay’s board to acquire all outstanding eBay common stock it does not already own at $125 per share, payable in a mix of cash and GameStop common stock. The communication states GameStop currently directly owns 25,000 shares of eBay and holds economic exposure to 23,176,000 shares via put/call option pairs expiring February 23, 2028, which are cash-settleable until satisfaction of an HSR Act condition. The proposal is preliminary, subject to negotiation, financing, regulatory approvals (including the HSR Act), shareholder approvals, and execution of a definitive agreement.

GameStop proposes acquisition of eBay — GameStop delivered a non-binding proposal to eBay’s board to acquire all outstanding eBay common stock it does not already own at $125 per share, payable in a mix of cash and GameStop common stock. The communication states GameStop currently directly owns 25,000 shares of eBay and holds economic exposure to 23,176,000 shares via put/call option pairs expiring February 23, 2028, which are cash-settleable until satisfaction of an HSR Act condition. The proposal is preliminary, subject to negotiation, financing, regulatory approvals (including the HSR Act), shareholder approvals, and execution of a definitive agreement.

GameStop delivered a non-binding proposal to acquire all outstanding common stock of eBay that it does not already own at a price of $125 per share, to be paid in a combination of cash and GameStop common stock. The proposal was delivered on May 3, 2026 and is described as non-binding and subject to negotiation and execution of a definitive agreement.

GameStop currently directly beneficially owns 25,000 shares of eBay and holds economic exposure to 23,176,000 shares through American-style put/call option transactions (the "Put/Call Pairs") that expire on February 23, 2028. The Put/Call Pairs are cash-settleable until the filing and waiting-period conditions under the Hart-Scott-Rodino Antitrust Improvements Act are satisfied; thereafter they may settle in cash or shares at the exercising party's option.

GameStop delivered a non-binding proposal to acquire all outstanding common stock of eBay that it does not already own at a price of $125 per share, to be paid in a combination of cash and GameStop common stock. The proposal was delivered on May 3, 2026 and is described as non-binding and subject to negotiation and execution of a definitive agreement.

GameStop currently directly beneficially owns 25,000 shares of eBay and holds economic exposure to 23,176,000 shares through American-style put/call option transactions (the "Put/Call Pairs") that expire on February 23, 2028. The Put/Call Pairs are cash-settleable until the filing and waiting-period conditions under the Hart-Scott-Rodino Antitrust Improvements Act are satisfied; thereafter they may settle in cash or shares at the exercising party's option.

GameStop Corp. delivered a non-binding proposal to acquire all outstanding eBay, Inc. common stock it does not already own at $125 per share, to be paid in a combination of cash and GameStop common stock. GameStop directly beneficially owns 25,000 shares of eBay common stock and holds economic exposure to 23,176,000 shares through American-style put/call option transactions (the "Put/Call Pairs") that expire on February 23, 2028.

The Put/Call Pairs are cash-settleable until GameStop provides evidence that filings and waiting periods required under the Hart-Scott-Rodino Antitrust Improvements Act are satisfied (the "HSR Act Condition"); after that condition is met, the pairs may settle in cash or shares at the exercising party’s option. GameStop warns the proposal is non-binding and subject to negotiation, financing, regulatory approvals, and shareholder approvals.

GameStop Corp. delivered a non-binding proposal to acquire all outstanding eBay, Inc. common stock it does not already own at $125 per share, to be paid in a combination of cash and GameStop common stock. GameStop directly beneficially owns 25,000 shares of eBay common stock and holds economic exposure to 23,176,000 shares through American-style put/call option transactions (the "Put/Call Pairs") that expire on February 23, 2028.

The Put/Call Pairs are cash-settleable until GameStop provides evidence that filings and waiting periods required under the Hart-Scott-Rodino Antitrust Improvements Act are satisfied (the "HSR Act Condition"); after that condition is met, the pairs may settle in cash or shares at the exercising party’s option. GameStop warns the proposal is non-binding and subject to negotiation, financing, regulatory approvals, and shareholder approvals.

GameStop delivered a non-binding proposal to acquire eBay at $125 per share, to be paid in a combination of cash and GameStop common stock. The proposal was delivered on May 3, 2026.

As of the date hereof, GameStop directly beneficially owns 25,000 shares of eBay common stock and holds the long side of American-style put/call option transactions (the “Put/Call Pairs”) providing economic exposure to 23,176,000 shares of eBay common stock, expiring February 23, 2028. The Put/Call Pairs are cash-settleable until GameStop satisfies the HSR Act Condition; following satisfaction they are settleable in cash or shares at the exercising party’s option.

GameStop delivered a non-binding proposal to acquire eBay at $125 per share, to be paid in a combination of cash and GameStop common stock. The proposal was delivered on May 3, 2026.

As of the date hereof, GameStop directly beneficially owns 25,000 shares of eBay common stock and holds the long side of American-style put/call option transactions (the “Put/Call Pairs”) providing economic exposure to 23,176,000 shares of eBay common stock, expiring February 23, 2028. The Put/Call Pairs are cash-settleable until GameStop satisfies the HSR Act Condition; following satisfaction they are settleable in cash or shares at the exercising party’s option.

GameStop Corp. submitted a non-binding proposal to acquire 100% of eBay Inc. for $125.00 per share, a transaction implied aggregate undiluted equity value of approximately $55.5 billion, and disclosed it has accumulated a 5% economic stake in eBay. The proposal is structured as 50% cash and 50% GameStop common stock with shareholder election rights, and is conditioned on customary closing steps including shareholder and antitrust approvals.

The Company says cash funding will come from ~$9.4 billion of on‑balance-sheet cash and liquid investments as of 1/31/26, plus third‑party financing supported by a $20 billion highly‑confident letter. GameStop projects $2.0 billion of annualized cost reductions in year one that it estimates would lift eBay diluted GAAP EPS from $4.26 to $7.79 pro forma. The proposal is non-binding and may not result in a definitive agreement.

GameStop Corp. submitted a non-binding proposal to acquire 100% of eBay Inc. for $125.00 per share, a transaction implied aggregate undiluted equity value of approximately $55.5 billion, and disclosed it has accumulated a 5% economic stake in eBay. The proposal is structured as 50% cash and 50% GameStop common stock with shareholder election rights, and is conditioned on customary closing steps including shareholder and antitrust approvals.

The Company says cash funding will come from ~$9.4 billion of on‑balance-sheet cash and liquid investments as of 1/31/26, plus third‑party financing supported by a $20 billion highly‑confident letter. GameStop projects $2.0 billion of annualized cost reductions in year one that it estimates would lift eBay diluted GAAP EPS from $4.26 to $7.79 pro forma. The proposal is non-binding and may not result in a definitive agreement.

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.