8-K

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 8, 2025

GameStop Corp.

(Exact name of Registrant as specified in its charter)

Delaware	1-32637	20-2733559
(State or Other Jurisdiction<br>of Incorporation)	(Commission<br>File Number)	(IRS Employer<br>Identification No.)

625 Westport Parkway, Grapevine, TX 76051

(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Common Stock	GME	NYSE

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 8, 2025, GameStop Corp. (the “Company”) entered into a letter agreement with Daniel Moore (the “Offer Letter”) that includes an increase in Mr. Moore’s compensation. Pursuant to the Offer Letter, all equity awards previously granted to Mr. Moore will continue to vest in accordance with their original terms, and Mr. Moore will be entitled to an additional grant, on August 11, 2025, of a number of restricted stock units of the Company’s Class A common stock (the “Common Stock”) determined by dividing $1,650,000 by the average closing price of the Common Stock for the 30 trading days immediately preceding the grant date (the “New Equity Award”). The New Equity Award will vest in eight installments beginning on September 1, 2025 and ending on July 1, 2027, in each case, subject to Mr. Moore’s continued employment through the applicable vesting date.

The Offer Letter further provides that Mr. Moore’s annual salary will remain $200,000, but, in order to maintain Mr. Moore’s new target compensation near-term prior to the commencement of the vesting of the New Equity Award, he will receive a one-time cash bonus of $80,000.

Under the Offer Letter, if Mr. Moore’s employment is terminated without Cause (as defined in the Offer Letter), he will be entitled to receive the following severance benefits: (i) an amount equal to six months of his base salary, (ii) an amount equal to six months of COBRA premiums for Mr. Moore and his eligible dependents, and (iii) the vesting of that portion of any equity award that was otherwise scheduled to vest in the ordinary course during the six month period immediately following his termination date. Mr. Moore’s eligibility for these severance benefits is subject to his execution of a release of claims and his compliance with any applicable post-employment covenants.

The foregoing description of the Offer Letter is not complete and is qualified in its entirety by the full text of the Offer Letter, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.    Description

10.1    Continuing Employment Offer Letter between Daniel Moore and GameStop Corp. executed August 8, 2025.*

104        Cover Page Interactive Data File (embedded within the Inline XBRL)

* Compensatory plan or arrangement.

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 11, 2025	By:	/s/ Mark Robinson
		Name: Mark Robinson<br>Title: General Counsel

Document

625 Westport Parkway Grapevine, TX 76051

817-424-2000

August 8, 2025

Re:    Continuing Employment Offer Letter

Dear Dan,

I am pleased to share with you the details of your compensation increase for your role as the Principal Financial and Accounting Officer at GameStop Corp. (the “Company”).

Your base salary shall continue to be $200,000.

On August 11, 2025 you will be granted restricted stock units of the Company’s Class A common stock (“Common Stock”) determined by dividing $1,650,000 by the average closing price of the Company’s Common Stock for the 30 trading days immediately preceding such grant date (the “Additional Equity Award”). The Additional Equity Award will vest on the following dates and in the following percentages, in each case, subject to your continuous service through such date:

Vest Date	Percentage Vest
September 1 2025	5%
October 1, 2025	15%
January 1, 2026	12%
April 1, 2026	12%
July 1, 2026	12%
October 1, 2026	12%
January 1, 2027	12%
April 1, 2027	12%
July 1, 2027	12%

The above-described equity award will be documented in a separate award agreement that will contain additional terms and conditions (not inconsistent with this letter) and be delivered to you following the grant date.

In addition, in order to maintain your new target compensation near-term prior to the commencement of the vesting of the new equity award, you will receive a one-time cash bonus of $80,000, less applicable withholding taxes, which will be paid with the first full pay period ending after the date of this letter.

You will continue to be eligible to earn restricted stock units in accordance with, and subject to, the vesting and other terms of any award agreements that have been issued to you on or prior to the date hereof. For the avoidance of doubt, nothing in this letter shall change, eliminate or modify any terms of those award agreements, certain terms of which are summarized below.

August 8, 2025

•On October 1, 2021, you were granted 15,960 restricted stock units of Common Stock. The October 2021 equity award vests as follows: 5% on the first anniversary of the grant date, 15% of the second anniversary of the grant date, and 20% on each of the dates that are 30, 36, 42 and 48 months following the grant date, subject in each case to your continuous service through the applicable vesting date.

•On October 1, 2022, you were granted 1,407 restricted shares of Common Stock. The October 2022 equity award vests as follows: 16.66% on each of the months that are 6, 12, 18, 24, 30, and 36 following the grant date, subject to your continuous service through the applicable vesting date.

•On July 1, 2024, you were granted 21,152 restricted shares of Common Stock. The July 2024 equity award vests in 12 equal installments on the first day of each calendar quarter, beginning on October 1, 2024 and ending on July 1, 2027, subject to your continuous service through the applicable vesting date.

•On July 1, 2025, you were granted 19,843 restricted shares of Common Stock. The July 2025 equity award vests in seven equal installments on the first day of each calendar quarter, beginning on January 1, 2026 and ending on July 1, 2027, subject to your continuous service through the applicable vesting date.

The Company’s agreement to grant equity to you does not guarantee your employment for any period or otherwise limit our ability to terminate your employment at any time, for any reason, even if your opportunity to receive or vest in such equity would be forfeited as a result of such termination. We will periodically review your performance and compensation levels and may make adjustments, all as determined in the sole discretion of applicable management.

Consistent with all roles in the organization, your employment will remain on an at-will basis, having no specified term, and may be terminated at the will of either party on notice to the other. However, if we terminate your employment without Cause (as defined on Exhibit A), you will receive the following severance benefits, subject to the conditions noted below: (i) we will pay you an amount equal to six months of your base salary, (ii) if you are participating in our group health plans immediately prior to your termination, we will pay you an amount equal to the applicable premium for COBRA continuation coverage for you and your eligible dependents for six months, and (iii) the portion of any equity-based award that was otherwise scheduled to vest in the ordinary course during the six month period immediately following your termination date will become vested. To be eligible for these benefits you must (x) sign a release of claims on such form as we supply (which form will be substantially consistent with that used for other terminating senior executives) and that release must become irrevocable within 60 days after your termination date, and (y) comply with any applicable post-employment covenants under any other written agreement with us. The amounts described in clauses (i) and (ii) will be paid in a single cash lump sum (less required tax withholdings) as soon as practicable after the release becomes effective, and in no event later than 70 days after the termination date. The shares described in clause (iii) will be issued (if not already outstanding) and released from transfer restrictions as soon as practicable after the release becomes effective, and in no event later than 70 days after the termination date.

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August 8, 2025

Any modification of any of the terms of this letter must be made in writing and signed by an authorized, executive officer of the Company to be valid and enforceable.

This letter supersedes any prior compensation terms or offer letter entered into between you and the Company. Except as otherwise expressly provided herein, this letter and the terms and conditions of the applicable award agreements referenced above represents our entire agreement regarding your employment and compensation and supersedes all prior discussions and agreements regarding these topics; provided, however, that (i) you will continue to be subject to all policies of the Company and GameStop Texas, Ltd. in effect from time to time, including the Company’s Anti-hedging Policy, Clawback Policy, Insider Trading Policy and Code of Ethics and (ii) this agreement is in addition to and complements (and does not replace or supersede) (a) your agreement to the GameStop C.A.R.E.S Rules of Dispute Resolution; and (b) all obligations you have to the Company or any of its affiliates with respect to confidentiality and the return of property, non-disparagement, non-competition, and non-solicitation (whether such obligation arises by contract, common law, statute, or otherwise).

Sincerely,

/s/ Mark Robinson

Mark Robinson

General Counsel

Accepted By:	/s/ Daniel Moore	8/8/2025
	Daniel Moore	Date
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August 8, 2025

Exhibit A

Additional Provisions for Offer Letter

1.Definition of Cause. For purposes of this offer letter, “Cause” mean any of the following: (i) your conviction of, or plea of nolo contendere to, a felony or any crime involving fraud or dishonesty; (ii) your willful misconduct, whether or not in the course of service, that results (or that, if publicized, would be reasonably likely to result) in material and demonstrable damage to the business or reputation of the Company or any of its affiliates or subsidiaries; (iii) material breach by you of any agreement with, policy of or duty owed to the Company or any of its affiliates or subsidiaries; or (iv) your willful refusal to perform your duties to the Company or the lawful direction of your supervisor that is not the result of a disability; provided, however, an act or omission described in clause (iii) or (iv) will only constitute “Cause” if (A) it is not curable, in the good faith sole discretion of the Company’s Board of Directors (the “Board”) or its delegate, or (B) it is curable in the good faith sole discretion of the Board or its delegate, but is not cured to the reasonable satisfaction of the Board or its delegate within 30 days following written notice thereof to you by the Company (such notice to state with specificity the nature of the breach or willful refusal). However, a termination of your employment due to your death or Disability will not constitute a termination without Cause.

“Disability” means a written determination by a physician mutually agreeable to you and the Company (or, in the event of your total physical or mental disability, your legal representative) that you are physically or mentally unable to perform your duties and that such disability can reasonably be expected to continue for a period of six consecutive months or for shorter periods aggregating 180 days in any 12-month period. In addition, and without limiting the foregoing, a Disability shall be deemed to have occurred if you become entitled to receive benefits under any long-term disability plan or policy maintained or funded by the Company.

2.Compliance with Section 409A. The parties intend for all amounts payable under this offer letter to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) and this offer letter will be interpreted accordingly. Nonetheless, the Company does not guaranty the tax treatment of your compensation arrangements under Section 409A or any other federal, state or local tax law.

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