8-K
GameStop Corp. (GME)
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): September 9, 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 2.02 Results of Operations and Financial Condition.
The following information is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition,” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
On September 9, 2025, GameStop Corp. issued a press release announcing its financial results for its second quarter ended August 2, 2025. A copy of the press release is attached hereto as Exhibit 99.1.
The foregoing information contained in this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing of GameStop Corp., whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as otherwise expressly set forth therein.
Item 8.01 Other Events.
On September 9, 2025, GameStop Corp. (the “Company”) issued a press release announcing that the Board of Directors of the Company declared a warrant dividend distribution (the “Warrant Distribution”) to the record holders of the Company’s Class A common stock, par value $0.001 per share (the “Common Stock”), in the form of warrants to purchase Common Stock (the “Warrants”). The Warrants will be distributed on or around October 7, 2025 to the record holders of Common Stock as of the close of business on October 3, 2025 (the “Record Date”). Holders of Common Stock will receive one (1) warrant for each ten (10) shares of Common Stock, rounded down to the nearest whole number. Additionally, in lieu of an adjustment to the applicable conversion rate, holders of the Company’s 0.00% Convertible Senior Notes due 2030 and 0.00% Convertible Senior Notes due 2032 (collectively, the “Convertible Notes”) as of the Record Date will also receive, at the same time and on the same terms as holders of Common Stock, Warrants, without having to convert such holder’s Convertible Notes, as if such holder held a number of shares of Common Stock, equal to the product of (i) the conversion rate applicable to the Convertible Notes in effect on the Record Date and (ii) the aggregate principal amount (expressed in thousands) of Convertible Notes held by such holder on the Record Date. The expiration date of the warrants is expected to be on or about October 30, 2026 and will have an exercise price of $32.00 per share. We intend to apply for the warrants to be listed on the New York Stock Exchange to facilitate trading, which may begin under ticker symbol GME WS on the first day of trading following the distribution date.
The foregoing description is only a summary and is qualified in its entirety by reference to the press release, which is filed as Exhibit 99.2 to this Form 8-K and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
In connection with the press release described in Item 8.01 above, the Company will make available a document containing questions and answers (the “FAQ”) regarding the Warrant Distribution on the Warrant Dividend section of the Company’s Investor Relations website. The FAQ is attached as Exhibit 99.3 to this Form 8-K.
The information furnished in this Current Report under Item 7.01 Regulation FD Disclosure, including Exhibit 99.3, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The issuance of the Warrants in the Warrant Distribution has not been registered under the Securities Act, as the distribution of a Warrant for no consideration does not constitute a sale of a security under Section 2(a)(3) of the Securities Act. A Form 8-A registration statement and prospectus supplement describing the terms of the Warrants will be filed with the Securities and Exchange Commission (the “SEC”) and will be available on the SEC’s website located at http://www.sec.gov. Holders of Common Stock and the Company’s Convertible Senior Notes due 2030 and 2032 should read the prospectus supplement carefully, including the Risk Factors section included and incorporated by reference therein. This communication contains a general summary of the Warrants. Please read the warrant agreement relating to the Warrants when it becomes available as it will contain important information about the terms of the Warrants.
Forward Looking Statements
This Form 8-K and the exhibits attached to this Form 8-K contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements concerning the anticipated warrant distribution, including: our expectations regarding the warrant dividend and distribution; the anticipated record date and distribution date for the warrant distribution; the anticipated gross proceeds of the warrant distribution; the expected use of proceeds from any proceeds received from warrant exercises; the acceptance to trading of the warrants on the New York Stock Exchange; the price of those warrants and the existence of a market for those warrants; and the participation in the warrant distribution. These forward-looking statements are based on the Company’s current assumptions, expectations and beliefs and are subject to substantial risks, uncertainties, assumptions and changes in circumstances that may cause Company’s actual results, performance or achievements to differ materially from those expressed or implied in any forward-looking statement. These risks include, but are not limited to market risks, trends and conditions. These and other risks are more fully described in GameStop’s filings with the SEC, including in the section entitled “Risk Factors” in its Annual Report on Form 10-K for the fiscal year ended February 1, 2025 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended May 3, 2025 and August 2, 2025, and other filings and reports that GameStop may file from time to time with the SEC. Forward-looking statements represent GameStop’s beliefs and assumption.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release issued by GameStop Corp., dated September 9, 2025.
99.2 Press Release regarding Warrant Dividend Distribution issued by GameStop Corp., dated September 9, 2025.
99.3 Warrant Dividend Distribution FAQ, dated September 9,2025.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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: | September 9, 2025 | By: | /s/ Daniel Moore |
| Name: Daniel Moore<br>Title: Principal Financial and Accounting Officer |
Document
Exhibit 99.1
GameStop Discloses Second Quarter 2025 Results
GRAPEVINE, Texas, September 9, 2025 (BUSINESS WIRE) — GameStop Corp. (NYSE: GME) (“GameStop” or the “Company”) today released financial results for the second quarter ended August 2, 2025. The Company’s condensed and consolidated financial statements, including GAAP and non-GAAP results, are below. The Company’s Form 10-Q and supplemental information can be found at https://investor.gamestop.com.
SECOND QUARTER OVERVIEW
•Net sales were $972.2 million for the period, compared to $798.3 million in the prior year's second quarter.
•Selling, general and administrative (“SG&A”) expenses were $218.8 million for the period, compared to $270.8 million in the prior year's second quarter.
•Operating income was $66.4 million for the period, compared to an operating loss of $22.0 million in the prior year's second quarter.
◦Excluding impairment and other items, adjusted operating income was $64.7 million for the period compared to an adjusted operating loss of $31.6 million in the prior year's second quarter.
•Net income was $168.6 million for the period, compared to a net income of $14.8 million for the prior year’s second quarter.
◦Excluding impairment, unrealized gain on digital assets, and other items, adjusted net income was $138.3 million for the period compared to an adjusted net income of $5.2 million for the prior year's second quarter.
•Cash, cash equivalents and marketable securities were $8.7 billion at the close of the second quarter, compared to $4.2 billion at the close of the prior year's second quarter.
•Bitcoin holdings were valued at $528.6 million at the close of the second quarter.
Additional information can be found in the Company’s Form 10-Q.
NON-GAAP MEASURES AND OTHER METRICS
As a supplement to the Company’s financial results presented in accordance with U.S. generally accepted accounting principles (“GAAP”), GameStop may use certain non-GAAP measures, such as adjusted SG&A expenses, adjusted operating income (loss), adjusted net income (loss), adjusted earnings (loss) per share, adjusted EBITDA and free cash flow. The Company believes these non-GAAP financial measures provide useful information to investors in evaluating the Company’s core operating performance. Adjusted SG&A expenses, adjusted operating loss, adjusted net income (loss), adjusted net income (loss) per share and adjusted EBITDA exclude the effect of items such as certain transformation costs, asset impairments, unrealized gain (loss) on digital assets, severance, as well as divestiture costs. Free cash flow excludes capital expenditures otherwise included in net cash flows provided by (used in) operating activities. The Company’s definition and calculation of non-GAAP financial measures may differ from that of other companies. Non-GAAP financial measures should be viewed as supplementing, and not as an alternative or substitute for, the Company’s financial results prepared in accordance with GAAP. Certain of the items that may be excluded or included in non-GAAP financial measures may be significant items that could impact the Company’s financial position, results of operations or cash flows and should therefore be considered in assessing the Company’s actual and future financial condition and performance.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS - SAFE HARBOR
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, forward-looking statements can be identified by the use of terms such as "anticipates," "believes," "continues," "could," estimates," "expects," "intends," "may," "plans," potential," predicts," "pro forma," seeks," "should," "will" or similar expressions. Forward-looking statements are subject to significant risks and uncertainties and actual developments, business decisions, outcomes and results may differ materially from those reflected or described in the forward-looking statements. The following factors, among others, could cause actual developments, business decisions, outcomes and results to differ materially from those reflected or described in the forward-looking statements: economic, social, and political conditions in the markets in which we operate; the competitive nature of the Company’s industry; the cyclicality of the video game industry; the Company’s dependence on the timely delivery of new and innovative products from its vendors; the impact of technological advances in the video game industry and related changes in consumer behavior on the Company’s sales; interruptions to the Company’s supply chain or the supply chain of our suppliers; the Company’s dependence on sales during the holiday selling season; the Company’s ability to obtain favorable terms from its current and future suppliers and service providers; the Company’s ability to anticipate, identify and react to trends in pop culture with regard to its sales of collectibles; the Company’s ability to maintain strong retail and ecommerce experiences for its customers; the Company’s ability to keep pace with changing industry technology and consumer preferences; the Company’s ability to manage its profitability and cost reduction initiatives; changes in senior management or the Company’s ability to attract and retain qualified personnel; potential damage to the Company’s reputation or customers' perception of the Company; the Company’s ability, or the ability of the third parties with whom we work, to maintain the security of our information technology systems or data (including customer, associate or Company information); the Company's compliance with stringent and evolving laws and other obligations related to data privacy and security; occurrence of weather events, natural disasters, public health crises and other unexpected events; risks associated with inventory shrinkage; potential failure or inadequacy of the Company's computerized systems; the ability of the Company’s third party delivery services to deliver products to the Company’s retail locations, fulfillment centers and consumers and changes in the terms the Company has with such service providers; the ability and willingness of the Company’s vendors to provide marketing and merchandising support at historical or anticipated levels; restrictions on the Company’s ability to purchase and sell pre-owned products; the Company’s ability to renew or enter into new leases on favorable terms; unfavorable changes in the Company’s global tax rate; legislative actions; the Company’s ability to comply with federal, state, local and international laws and regulations and statutes; changes to tariff and import/export regulations; potential litigation and other legal proceedings; the value of the Company’s investment holdings; concentration of the Company’s investment portfolio into one or fewer holdings; the recognition of losses in a particular investment even if the Company has not sold the investment; potential variability in the Company's earnings due to our current and potential future holdings of equity securities or certain crypto-currencies, including our current holdings of Bitcoin; volatility in the Company’s stock price, including volatility due to potential short squeezes; continued high degrees of media coverage by third parties; the availability and future sales of substantial amounts of the Company’s Class A common stock; fluctuations in the Company’s results of operations from quarter to quarter; the Company’s ability to generate sufficient cash flow to fund its operations; the Company’s ability to incur additional debt; dilution to current stockholders caused by the conversion of the Company's convertible debt securities; risks associated with the Company’s investment in marketable, nonmarketable and interest-bearing securities, including the impact of such investments on the Company’s financial results; and the Company’s ability to maintain effective internal control over financial reporting. Additional factors that could cause results to differ materially from those reflected or described in the forward-looking statements can be found in GameStop's most recent Annual Report on Form 10-K and other filings made from time to time with the SEC and available at www.sec.gov or on the Company’s investor relations website (https://investor.gamestop.com). Forward-looking statements contained in this press release speak only as of the date of this press release. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.
GameStop Corp.
Condensed Statements of Operations
(in millions, except per share data)
(unaudited)
| 13 Weeks Ended August 2, 2025 | 13 Weeks Ended August 3, 2024 | |||||
|---|---|---|---|---|---|---|
| Net sales | $ | 972.2 | $ | 798.3 | ||
| Cost of sales | 689.1 | 549.5 | ||||
| Gross profit | 283.1 | 248.8 | ||||
| Selling, general and administrative expenses | 218.8 | 270.8 | ||||
| Asset Impairments | (2.1) | — | ||||
| Operating income (loss) | 66.4 | (22.0) | ||||
| Interest income, net | (79.6) | (39.5) | ||||
| Unrealized gain on digital assets | (28.6) | — | ||||
| Income before income taxes | 174.6 | 17.5 | ||||
| Income tax expense | 6.0 | 2.7 | ||||
| Net income | $ | 168.6 | $ | 14.8 | ||
| Net income per share: | ||||||
| Basic Income per share | $ | 0.38 | $ | 0.04 | ||
| Diluted income per share | $ | 0.31 | $ | 0.04 | ||
| Weighted-average common shares outstanding: | ||||||
| Basic | 447.4 | 386.4 | ||||
| Diluted | 546.5 | 387.2 | ||||
| Percentage of Net Sales: | ||||||
| Net sales | 100.0 | % | 100.0 | % | ||
| Cost of sales | 70.9 | 68.8 | ||||
| Gross profit | 29.1 | 31.2 | ||||
| Selling, general and administrative expenses | 22.5 | 33.9 | ||||
| Asset Impairments | (0.2) | — | ||||
| Operating income (loss) | 6.8 | (2.8) | ||||
| Interest income, net | (8.2) | (4.9) | ||||
| Unrealized gain on digital assets | (2.9) | — | ||||
| Income before income taxes | 18.0 | 2.2 | ||||
| Income tax expense | 0.6 | 0.3 | ||||
| Net income | 17.3 | % | 1.9 | % | ||
| 26 Weeks Ended August 2, 2025 | 26 Weeks Ended August 3, 2024 | |||||
| --- | --- | --- | --- | --- | --- | --- |
| Net sales | $ | 1,704.6 | $ | 1,680.1 | ||
| Cost of sales | 1,168.7 | 1,186.8 | ||||
| Gross profit | 535.9 | 493.3 | ||||
| Selling, general and administrative expenses | 446.9 | 565.9 | ||||
| Asset Impairments | 33.4 | — | ||||
| Operating income (loss) | 55.6 | (72.6) | ||||
| Interest income, net | (136.5) | (54.4) | ||||
| Unrealized gain on digital assets | (28.6) | — | ||||
| Other income, net | (2.2) | — | ||||
| Income (loss) before income taxes | 222.9 | (18.2) | ||||
| Income tax expense (benefit) | 9.5 | (0.7) | ||||
| Net income (loss) | $ | 213.4 | $ | (17.5) | ||
| Net income (loss) per share: | ||||||
| Basic Income (loss) per share | $ | 0.48 | $ | (0.05) | ||
| Diluted income (loss) per share | $ | 0.42 | $ | (0.05) | ||
| Weighted-average common shares outstanding: | ||||||
| Basic | 447.3 | 346.2 | ||||
| Diluted | 506.2 | 346.2 | ||||
| Percentage of Net Sales: | ||||||
| Net sales | 100.0 | % | 100.0 | % | ||
| Cost of sales | 68.6 | 70.6 | ||||
| Gross profit | 31.4 | 29.4 | ||||
| Selling, general and administrative expenses | 26.2 | 33.7 | ||||
| Asset Impairments | 2.0 | — | ||||
| Operating income (loss) | 3.3 | (4.3) | ||||
| Interest income, net | (8.0) | (3.2) | ||||
| Unrealized gain on digital assets | (1.7) | — | ||||
| Other income, net | (0.1) | — | ||||
| Income (loss) before income taxes | 13.1 | (1.1) | ||||
| Income tax expense (benefit) | 0.6 | — | ||||
| Net income (loss) | 12.5 | % | (1.0) | % |
GameStop Corp.
Condensed Statements of Operations by Segment
(in millions, except per share data)
(unaudited)
| United<br>States | Canada | Australia | Europe | Total | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| As of and for the three months ended August 2, 2025 | ||||||||||
| Net sales | $ | 724.6 | $ | — | $ | 140.9 | $ | 106.7 | $ | 972.2 |
| Cost of sales | 509.3 | — | 99.1 | 80.7 | 689.1 | |||||
| Gross Profit | 215.3 | — | 41.8 | 26.0 | 283.1 | |||||
| Selling, general and administrative expenses: | 151.6 | — | 35.8 | 31.4 | 218.8 | |||||
| Store related | 129.2 | — | 28.6 | 26.8 | 184.6 | |||||
| Other | 22.4 | — | 7.2 | 4.6 | 34.2 | |||||
| Asset impairments | — | — | — | (2.1) | (2.1) | |||||
| Operating income (loss) | 63.7 | — | 6.0 | (3.3) | 66.4 | |||||
| Interest income, net | (79.6) | |||||||||
| Unrealized gain on digital assets | (28.6) | |||||||||
| Income before income taxes | 174.6 | |||||||||
| Income tax expense | 6.0 | |||||||||
| Net income | 168.6 | |||||||||
| Property and equipment, net(1) | 35.8 | — | 16.5 | — | 52.3 | |||||
| Capital expenditures | 2.6 | — | 1.5 | — | 4.1 | |||||
| United<br>States | Canada | Australia | Europe | Total | ||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| As of and for the three months ended August 3, 2024 | ||||||||||
| Net sales | $ | 545.6 | $ | 37.7 | $ | 87.8 | $ | 127.2 | $ | 798.3 |
| Cost of sales | 371.5 | 27.5 | 59.5 | 91.0 | 549.5 | |||||
| Gross Profit | 174.1 | 10.2 | 28.3 | 36.2 | 248.8 | |||||
| Selling, general and administrative expenses: | 175.6 | 14.4 | 34.2 | 46.6 | 270.8 | |||||
| Store related | 152.7 | 11.6 | 28.1 | 43.6 | 236.0 | |||||
| Other | 22.9 | 2.8 | 6.1 | 3.0 | 34.8 | |||||
| Operating loss | (1.5) | (4.2) | (5.9) | (10.4) | (22.0) | |||||
| Interest income, net | (39.5) | |||||||||
| Income before income taxes | 17.5 | |||||||||
| Income tax expense | 2.7 | |||||||||
| Net income | 14.8 | |||||||||
| Property and equipment, net | 42.5 | 2.0 | 18.5 | 15.9 | 78.9 | |||||
| Capital expenditures | 1.7 | 0.2 | 0.7 | 0.5 | 3.1 | |||||
| United<br>States | Canada | Australia | Europe | Total | ||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| As of and for the six months ended August 2, 2025 | ||||||||||
| Net sales | $ | 1,262.1 | $ | 38.2 | $ | 222.8 | $ | 181.5 | $ | 1,704.6 |
| Cost of sales | 852.9 | 28.2 | 154.1 | 133.5 | 1,168.7 | |||||
| Gross Profit | 409.2 | 10.0 | 68.7 | 48.0 | 535.9 | |||||
| Selling, general and administrative expenses: | 311.9 | 13.9 | 68.1 | 53.0 | 446.9 | |||||
| Store related | 260.8 | 11.3 | 55.2 | 49.2 | 376.5 | |||||
| Other | 51.1 | 2.6 | 12.9 | 3.8 | 70.4 | |||||
| Asset impairments | — | 18.3 | — | 15.1 | 33.4 | |||||
| Operating income (loss) | 97.3 | (22.2) | 0.6 | (20.1) | 55.6 | |||||
| Interest income, net | (136.5) | |||||||||
| Unrealized gain on digital assets | (28.6) | |||||||||
| Other income, net | (2.2) | |||||||||
| Income before income taxes | 222.9 | |||||||||
| Income tax expense | 9.5 | |||||||||
| Net income | 213.4 | |||||||||
| Property and equipment, net(1) | 35.8 | — | 16.5 | — | 52.3 | |||||
| Capital expenditures | 3.8 | 0.1 | 2.5 | 0.6 | 7.0 |
(1) Property and equipment, net for France (Europe) is classified in Assets held for sale on our Condensed Consolidated Balance Sheets.
| United<br>States | Canada | Australia | Europe | Total | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| As of and for the six months ended August 3, 2024 | ||||||||||
| Net sales | $ | 1,162.9 | $ | 80.3 | $ | 167.4 | $ | 269.5 | $ | 1,680.1 |
| Cost of sales | 820.0 | 59.1 | 112.9 | 194.8 | 1,186.8 | |||||
| Gross Profit | 342.9 | 21.2 | 54.5 | 74.7 | 493.3 | |||||
| Selling, general and administrative expenses: | 369.8 | 29.8 | 68.5 | 97.8 | 565.9 | |||||
| Store related | 320.9 | 23.5 | 56.4 | 88.0 | 488.8 | |||||
| Other | 48.9 | 6.3 | 12.1 | 9.8 | 77.1 | |||||
| Operating loss | (26.9) | (8.6) | (14.0) | (23.1) | (72.6) | |||||
| Interest income, net | (54.4) | |||||||||
| Loss before income taxes | (18.2) | |||||||||
| Income tax benefit | (0.7) | |||||||||
| Net loss | (17.5) | |||||||||
| Property and equipment, net | 42.5 | 2.0 | 18.5 | 15.9 | 78.9 | |||||
| Capital expenditures | 4.2 | 0.9 | 1.9 | 1.0 | 8.0 |
GameStop Corp.
Condensed Consolidated Balance Sheets
(in millions)
(unaudited)
| August 2, 2025 | August 3, 2024 | |||
|---|---|---|---|---|
| ASSETS: | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 8,694.4 | $ | 4,193.1 |
| Marketable securities | — | 11.1 | ||
| Receivables, net of allowance of $0.9 and $4.4, respectively | 45.5 | 59.7 | ||
| Merchandise inventories, net | 484.9 | 560.0 | ||
| Prepaid expenses and other current assets | 36.6 | 60.0 | ||
| Assets held for sale | 177.0 | 2.1 | ||
| Total current assets | 9,438.4 | 4,886.0 | ||
| Property and equipment, net of accumulated depreciation of $567.2 and $846.0, respectively | 52.3 | 78.9 | ||
| Digital assets | 528.6 | — | ||
| Operating lease right-of-use assets | 249.9 | 490.9 | ||
| Deferred income taxes | 18.8 | 17.5 | ||
| Other noncurrent assets | 53.1 | 63.0 | ||
| Total assets | $ | 10,341.1 | $ | 5,536.3 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY: | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 292.9 | $ | 220.5 |
| Accrued liabilities and other current liabilities | 283.8 | 377.8 | ||
| Current portion of operating lease liabilities | 101.5 | 174.2 | ||
| Current portion of long-term debt | — | 11.0 | ||
| Liabilities held for sale | 151.7 | — | ||
| Total current liabilities | 829.9 | 783.5 | ||
| Long-term debt, net | 4,160.9 | 12.4 | ||
| Operating lease liabilities | 155.5 | 335.9 | ||
| Other long-term liabilities | 18.4 | 21.1 | ||
| Total liabilities | 5,164.7 | 1,152.9 | ||
| Total stockholders’ equity | 5,176.4 | 4,383.4 | ||
| Total liabilities and stockholders’ equity | $ | 10,341.1 | $ | 5,536.3 |
GameStop Corp.
Condensed Consolidated Statements of Cash Flows
(in millions)
(unaudited)
| 13 Weeks Ended August 2, 2025 | 13 Weeks Ended August 3, 2024 | |||
|---|---|---|---|---|
| Cash flows from operating activities: | ||||
| Net income | $ | 168.6 | $ | 14.8 |
| Adjustments to reconcile net income to net cash flows from operating activities: | ||||
| Depreciation and amortization | 4.7 | 7.6 | ||
| Stock-based compensation expense, net | 6.3 | 5.4 | ||
| Unrealized gain on digital assets | (28.6) | — | ||
| Loss (gain) on disposal of property and equipment, net | 0.9 | (2.6) | ||
| Asset impairments, net | (2.1) | — | ||
| Other, net | 3.0 | 1.1 | ||
| Changes in operating assets and liabilities: | ||||
| Receivables, net | (2.2) | 0.5 | ||
| Merchandise inventories, net | (72.1) | 115.9 | ||
| Prepaid expenses and other current assets | (0.8) | (10.6) | ||
| Prepaid income taxes and income taxes payable | (8.8) | 1.7 | ||
| Accounts payable and accrued liabilities | 53.6 | (55.9) | ||
| Operating lease right-of-use assets and liabilities | (1.1) | (0.6) | ||
| Changes in other long-term liabilities | (4.0) | (8.7) | ||
| Net cash flows provided by operating activities | 117.4 | 68.6 | ||
| Cash flows from investing activities: | ||||
| Proceeds from the sale of property and equipment | — | 9.8 | ||
| Purchases of marketable securities | (52.5) | — | ||
| Proceeds from maturities and sales of marketable securities | 41.4 | 72.0 | ||
| Purchase of digital assets | (500.0) | — | ||
| Capital expenditures | (4.1) | (3.1) | ||
| Proceeds from other divestitures, net of cash disposed | (5.6) | — | ||
| Other | (2.5) | (0.3) | ||
| Net cash flows (used in) provided by investing activities | (523.3) | 78.4 | ||
| Cash flows from financing activities: | ||||
| Proceeds from the issuance of convertible debt | 2,700.0 | — | ||
| Debt issuance costs from convertible debt | (21.6) | — | ||
| Proceeds from the issuance of shares in at-the-market (ATM) offering | — | 3,070.4 | ||
| Issuance costs from ATM offering | — | (14.7) | ||
| Repayments of debt | (3.1) | (2.8) | ||
| Proceeds from equity awards directly withheld from employees for tax purposes | 2.3 | 2.2 | ||
| Payments to tax authorities for equity awards directly withheld from employees | (2.3) | (2.2) | ||
| Net cash flows provided by financing activities | 2,675.3 | 3,052.9 | ||
| Exchange rate effect on cash, cash equivalents and restricted cash | 0.1 | -0.4 | ||
| Less: Net change in cash balance classified as assets held for sale | 40.3 | — | ||
| Increase in cash, cash equivalents, and restricted cash | 2,309.8 | 3,199.5 | ||
| Cash, cash equivalents and restricted cash at beginning of period | 6,424.1 | 1,017.5 | ||
| Cash, cash equivalents and restricted cash at end of period | $ | 8,733.9 | $ | 4,217.0 |
GameStop Corp.
Condensed Consolidated Statements of Cash Flows
(in millions)
(unaudited)
| 26 Weeks Ended August 2, 2025 | 26 Weeks Ended August 3, 2024 | |||
|---|---|---|---|---|
| Cash flows from operating activities: | ||||
| Net income (loss) | $ | 213.4 | $ | (17.5) |
| Adjustments to reconcile net income (loss) to net cash flows from operating activities: | ||||
| Depreciation and amortization | 10.3 | 24.4 | ||
| Stock-based compensation expense, net | 11.8 | 6.0 | ||
| Unrealized gain on digital assets | (28.6) | — | ||
| Gain on disposal of property and equipment, net | (0.6) | (2.3) | ||
| Asset impairments, net | 33.4 | — | ||
| Other, net | 2.6 | 0.5 | ||
| Changes in operating assets and liabilities: | ||||
| Receivables, net | 9.8 | 33.9 | ||
| Merchandise inventories, net | (82.2) | 72.7 | ||
| Prepaid expenses and other current assets | 5.9 | (2.1) | ||
| Prepaid income taxes and income taxes payable | (10.4) | (3.4) | ||
| Accounts payable and accrued liabilities | 163.9 | (143.7) | ||
| Operating lease right-of-use assets and liabilities | (1.7) | 0.5 | ||
| Changes in other long-term liabilities | (17.7) | (10.2) | ||
| Net cash flows provided by (used in) operating activities | 309.9 | (41.2) | ||
| Cash flows from investing activities: | ||||
| Proceeds from the sale of property and equipment | — | 9.8 | ||
| Purchases of marketable securities | (67.2) | (7.5) | ||
| Proceeds from maturities and sales of marketable securities | 64.0 | 273.9 | ||
| Purchase of digital assets | (500.0) | — | ||
| Capital expenditures | (7.0) | (8.0) | ||
| Proceeds from other divestitures, net of cash disposed | (3.4) | — | ||
| Other | (2.4) | — | ||
| Net cash flows (used in) provided by investing activities | (516.0) | 268.2 | ||
| Cash flows from financing activities: | ||||
| Proceeds from the issuance of convertible debt | 4,200.0 | — | ||
| Debt issuance costs from convertible debt | (40.9) | — | ||
| Proceeds from the issuance of shares in at-the-market (ATM) offering | — | 3,070.4 | ||
| Issuance costs from ATM offering | — | (14.7) | ||
| Repayments of debt | (5.8) | (5.5) | ||
| Proceeds from equity awards directly withheld from employees for tax purposes | 4.6 | 4.4 | ||
| Payments to tax authorities for equity awards directly withheld from employees | (4.6) | (4.4) | ||
| Net cash flows provided by financing activities | 4,153.3 | 3,050.2 | ||
| Exchange rate effect on cash, cash equivalents and restricted cash | 6.0 | 0.9 | ||
| Less: Net change in cash balance classified as assets held for sale | (9.1) | — | ||
| Increase in cash, cash equivalents, and restricted cash | 3,944.1 | 3,278.1 | ||
| Cash, cash equivalents and restricted cash at beginning of period | 4,789.8 | 938.9 | ||
| Cash, cash equivalents and restricted cash at end of period | $ | 8,733.9 | $ | 4,217.0 |
Schedule I
Sales Mix
(in millions)
(unaudited)
| 13 Weeks Ended August 2, 2025 | 13 Weeks Ended August 3, 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| Net | Percent | Net | Percent | |||||
| Net Sales: | Sales | of Total | Sales | of Total | ||||
| Hardware and accessories(1) | $ | 592.1 | 60.9 | % | $ | 451.2 | 56.5 | % |
| Software (2) | 152.5 | 15.7 | % | 207.7 | 26.0 | % | ||
| Collectibles (3) | 227.6 | 23.4 | % | 139.4 | 17.5 | % | ||
| Total | $ | 972.2 | 100.0 | % | $ | 798.3 | 100.0 | % |
| 26 Weeks Ended August 2, 2025 | 26 Weeks Ended August 3, 2024 | |||||||
| Net | Percent | Net | Percent | |||||
| Net Sales: | Sales | of Total | Sales | of Total | ||||
| Hardware and accessories(1) | $ | 937.4 | 55.0 | % | $ | 956.5 | 57.0 | % |
| Software (2) | 328.1 | 19.2 | % | 447.4 | 26.6 | % | ||
| Collectibles (3) | 439.1 | 25.8 | % | 276.2 | 16.4 | % | ||
| Total | $ | 1,704.6 | 100.0 | % | $ | 1,680.1 | 100.0 | % |
| (1) Includes sales of new and pre-owned hardware, accessories, hardware bundles in which hardware and digital or physical software are sold together in a single SKU, interactive game figures, strategy guides, mobile and consumer electronics.<br><br><br><br>(2) Includes sales of new and pre-owned video game software, digital software and PC entertainment software.<br><br><br><br>(3) Includes the sale of apparel, toys, trading cards, gadgets and other products for pop culture and technology enthusiasts. |
GameStop Corp.
Schedule II
(in millions, except per share data)
(unaudited)
Non-GAAP results
The following tables reconcile the Company's selling, general and administrative expenses (“SG&A expense”), operating income (loss), net income (loss) and net income (loss) per share as presented in its unaudited consolidated statements of operations and prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) to its adjusted SG&A expense, adjusted operating income (loss), adjusted net income (loss), adjusted EBITDA and adjusted net income (loss) per share. The diluted weighted-average shares outstanding used to calculate adjusted earnings per share may differ from GAAP weighted-average shares outstanding. Under GAAP, basic and diluted weighted-average shares outstanding are the same in periods where there is a net loss. The reconciliations below are from continuing operations only.
| 13 Weeks Ended | 13 Weeks Ended | 26 Weeks Ended | 26 Weeks Ended | |||||
|---|---|---|---|---|---|---|---|---|
| August 2, 2025 | August 3, 2024 | August 2, 2025 | August 3, 2024 | |||||
| Adjusted SG&A expense | ||||||||
| SG&A expense | $ | 218.8 | $ | 270.8 | $ | 446.9 | $ | 565.9 |
| Transformation costs(1) | (0.4) | 9.6 | (3.2) | 13.9 | ||||
| Adjusted SG&A expense | $ | 218.4 | $ | 280.4 | $ | 443.7 | $ | 579.8 |
| Adjusted Operating Income (Loss) | ||||||||
| Operating income (loss) | $ | 66.4 | $ | (22.0) | $ | 55.6 | (72.6) | |
| Transformation costs(1) | 0.4 | (9.6) | 3.2 | (13.9) | ||||
| Asset impairments(2) | (2.1) | — | 33.4 | — | ||||
| Adjusted operating income (loss) | $ | 64.7 | $ | (31.6) | $ | 92.2 | $ | (86.5) |
| Adjusted Net Income (Loss) | ||||||||
| Net Income (loss) | $ | 168.6 | $ | 14.8 | $ | 213.4 | $ | (17.5) |
| Transformation costs(1) | 0.4 | (9.6) | 3.2 | (13.9) | ||||
| Divestitures and other | — | — | (2.2) | — | ||||
| Asset impairments(2) | (2.1) | — | 33.4 | — | ||||
| Unrealized gain on digital assets | (28.6) | — | (28.6) | — | ||||
| Adjusted net income (loss) | $ | 138.3 | $ | 5.2 | $ | 219.2 | $ | (31.4) |
| Adjusted net income (loss) per share | ||||||||
| Basic | $ | 0.31 | $ | 0.01 | $ | 0.49 | $ | (0.09) |
| Diluted | 0.25 | 0.01 | 0.43 | (0.09) | ||||
| Number of shares used in adjusted calculation | ||||||||
| Basic | 447.4 | 386.4 | 447.3 | 346.2 | ||||
| Diluted | 546.5 | 387.2 | 506.2 | 346.2 | ||||
| (1) Transformation costs include severance, stock-based compensation forfeitures related to workforce optimization efforts and departures of key personnel, adjustments to reserves for expenses for consultants and advisors related to transformation initiatives, and other costs in connection with the transformation initiatives.<br><br>(2) Incurred in connection with plan approved by management during the first quarter of fiscal 2025 to divest the Company's operations in Canada and France. The Company divested of its operations in Canada during the second quarter of fiscal 2025. | ||||||||
| 13 Weeks Ended | 13 Weeks Ended | 26 Weeks Ended | 26 Weeks Ended | |||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| August 2, 2025 | August 3, 2024 | August 2, 2025 | August 3, 2024 | |||||
| Reconciliation of Net Income (loss) to Adjusted EBITDA | ||||||||
| Net income (loss) | $ | 168.6 | $ | 14.8 | $ | 213.4 | $ | (17.5) |
| Interest income, net | (79.6) | (39.5) | (136.5) | (54.4) | ||||
| Depreciation and amortization | 4.7 | 7.6 | 10.3 | 24.4 | ||||
| Income tax expense (benefit) | 6.0 | 2.7 | 9.5 | (0.7) | ||||
| EBITDA | $ | 99.7 | $ | (14.4) | $ | 96.7 | $ | (48.2) |
| Stock-based compensation | 6.3 | 6.0 | 11.8 | 12.9 | ||||
| Transformation costs(1) | 0.4 | (9.6) | 3.2 | (13.9) | ||||
| Divestitures and other | — | — | (2.2) | — | ||||
| Asset impairments(2) | (2.1) | — | 33.4 | — | ||||
| Unrealized gain on digital assets | (28.6) | — | (28.6) | — | ||||
| Adjusted EBITDA | $ | 75.7 | $ | (18.0) | $ | 114.3 | $ | (49.2) |
| (1) Transformation costs include severance, stock-based compensation forfeitures related to workforce optimization efforts and departures of key personnel, adjustments to reserves for expenses for consultants and advisors related to transformation initiatives, and other costs in connection with the transformation initiatives.<br><br>(2) Incurred in connection with plan approved by management during the first quarter of fiscal 2025 to divest the Company's operations in Canada and France. The Company divested of its operations in Canada during the second quarter of fiscal 2025. |
GameStop Corp.
Schedule III
(in millions)
(unaudited)
Non-GAAP results
The following table reconciles the Company's cash flows provided by (used in) operating activities as presented in its unaudited Consolidated Statements of Cash Flows and prepared in accordance with GAAP to its free cash flow. Free cash flow is considered a non-GAAP financial measure. Management believes, however, that free cash flow, which measures our ability to generate additional cash from our business operations, is an important financial measure for use by investors in evaluating the company’s financial performance.
| 13 Weeks Ended | 13 Weeks Ended | 26 Weeks Ended | 26 Weeks Ended | |||||
|---|---|---|---|---|---|---|---|---|
| August 2, 2025 | August 3, 2024 | August 2, 2025 | August 3, 2024 | |||||
| Net cash flows provided by (used in) operating activities | $ | 117.4 | 68.6 | 309.9 | (41.2) | |||
| Capital expenditures | (4.1) | (3.1) | (7.0) | (8.0) | ||||
| Free cash flow | $ | 113.3 | $ | 65.5 | $ | 302.9 | $ | (49.2) |
Non-GAAP Measures and Other Metrics
Adjusted EBITDA, adjusted SG&A expense, adjusted operating income (loss), adjusted net income (loss) and adjusted net income (loss) per share are supplemental financial measures of the Company’s performance that are not required by, or presented in accordance with, GAAP. We believe that the presentation of these non-GAAP financial measures provide useful information to investors in assessing our financial condition and results of operations. We define adjusted EBITDA as net income (loss) before income taxes, plus interest income, net and depreciation and amortization, excluding stock-based compensation, certain transformation costs, business divestitures, asset impairments, unrealized gain (loss) on digital asset, severance and other non-cash charges. Net income (loss) is the GAAP financial measure most directly comparable to adjusted EBITDA. Our non-GAAP financial measures should not be considered as an alternative to the most directly comparable GAAP financial measure. Furthermore, non-GAAP financial measures have limitations as an analytical tool because they exclude some but not all items that affect the most directly comparable GAAP financial measures. Some of these limitations include:
•certain items excluded from adjusted EBITDA are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure;
•adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;
•adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and adjusted EBITDA does not reflect any cash requirements for such replacements; and
•our computations of adjusted EBITDA may not be comparable to other similarly titled measures of other companies.
We compensate for the limitations of adjusted EBITDA, adjusted SG&A expense, adjusted operating income (loss), adjusted net income (loss) and adjusted net income (loss) per share as analytical tools by reviewing the comparable GAAP financial measure, understanding the differences between the GAAP and non-GAAP financial measures and incorporating these data points into our decision-making process. Adjusted EBITDA, adjusted SG&A expense, adjusted operating income (loss), adjusted net income (loss) and adjusted net income (loss) per share are provided in addition to, and not as an alternative to, the Company’s financial results prepared in accordance with GAAP, and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Because adjusted EBITDA, adjusted SG&A expense, adjusted operating income (loss), adjusted net income (loss) and adjusted net income (loss) per share may be defined and determined differently by other companies in our industry, our definitions of these non-GAAP financial measures may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.
Contact
GameStop Investor Relations
817-424-2001
ir@gamestop.com
13
Document
Exhibit 99.2
GameStop Announces Dividend of Warrants to Shareholders
September 9, 2025
GRAPEVINE, Texas--(BUSINESS WIRE)— GameStop Corp. (NYSE: GME) (“GameStop” or the “Company”) today announced a special dividend to be distributed in the form of warrants to holders of the Company’s common stock as of October 3, 2025 (the “Record Date”).
Each registered shareholder as of the Record Date will receive one (1) warrant for every ten (10) shares of GameStop common stock held, rounded down to the nearest whole warrant. Additionally, in lieu of an adjustment to the applicable conversion rate, holders of the Company’s Convertible Senior Notes due 2030 and 2032 will each receive warrants on an as converted to common stock basis in accordance with the respective governing indenture.
The Company expects to distribute up to approximately 59 million warrants on or around Tuesday October 7, 2025 (the “Distribution Date”). The warrants will be issued without any action required by the Company’s shareholders or noteholders as of the Record Date and without any payment of cash or other consideration.
Each warrant will entitle the holder to purchase one share of common stock at an exercise price of $32.00, at any time following the Distribution Date until the warrants expire on October 30, 2026 (the “Expiration Date”). Holders can only exercise a warrant by paying the exercise price to acquire the shares of common stock in cash. Following the Distribution Date, the warrants are expected to be freely tradable and listed on the New York Stock Exchange under the ticker GME WS. Recipients of the warrants will be able to trade their warrants or exercise any warrants in accordance with the warrant agreement, irrespective of whether they continue to hold shares of common stock or convertible notes.
The transaction provides GameStop shareholders the option to participate in the Company’s capital raising on a non-dilutive basis. If exercised, the warrants are expected to generate up to approximately $1.9 billion of gross proceeds, which GameStop intends to use for general corporate purposes, including making investments in a manner consistent with GameStop’s Investment Policy and potential acquisitions.
Details of Warrant Distribution
Stockholders will receive one (1) warrant for each ten (10) shares of common stock held as of the Record Date of October 3, 2025, rounded down to the nearest whole number for any fractional warrant. As an example, a shareholder who owns 520 or 528 shares of common stock would receive 52 warrants, and a shareholder who owns 2,300 or 2,306 shares of common stock would receive 230 warrants. Holders of the Company’s Convertible Senior Notes as of the Record Date will also receive warrants based on the same ratio in the manner determined by the respective governing indenture. For each $1,000 face amount holders of the 2030 Notes will receive 3.34970 warrants and holders of the 2032 Notes will receive 3.45872 warrants, in each case rounded down to the nearest whole number for any fractional warrant. As an example, a holder of $40,000 face amount of the 2030 Notes would receive 133 warrants.
The warrants will be governed by the warrant agreement that we expect to file with the Securities and Exchange Commission (“SEC”) by the Distribution Date. The warrant agreement contains additional detail on warrant holders’ rights to exercise, potential future adjustments to the warrants, potential suspension of the exercise period and related extension of expiry and other matters.
Frequently asked questions and answers relating to the warrant dividend distribution will be made available at http://investor.GameStop.com/.
Contacts
GameStop Corp. Investor Relations
(817) 424-2001
ir@gamestop.com
Cautionary Statement Regarding Forward-Looking Statements – Safe Harbor
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements concerning the anticipated warrant distribution, including: our expectations regarding the warrant dividend and distribution; the anticipated record date and distribution date for the warrant distribution; the anticipated gross proceeds of the warrant distribution; the expected use of proceeds from any proceeds received from warrant exercises; the acceptance to trading of the warrants on the New York Stock Exchange; the price of those warrants and the existence of a market for those warrants; and the participation in the warrant distribution. These forward-looking statements are based on GameStop’s current assumptions, expectations and beliefs and are subject to substantial risks, uncertainties, assumptions and changes in circumstances that may cause GameStop’s actual results, performance or achievements to differ materially from those expressed or implied in any forward-looking statement. These risks include, but are not limited to market risks, trends and conditions. These and other risks are more fully described in GameStop’s filings with the SEC, including in the section entitled “Risk Factors” in its Annual Report on Form 10-K for the fiscal year ended February 1, 2025 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended May 3, 2025 and August 2, 2025, and other filings and reports that GameStop may file from time to time with the SEC. Forward-looking statements represent GameStop’s beliefs and assumptions only as of the date of this press release. GameStop disclaims any obligation to update forward-looking statements.
2
Document
Exhibit 99.3
| GameStop Shareholder FAQ – Warrant Dividend Distribution |
|---|
| What is a warrant? |
| --- |
A warrant is an option to buy common shares issued directly by a company. It gives the holder the right, but not the obligation, to purchase a share of common stock at a specified “exercise price”, on or before the warrant’s “expiration date.”
| What is a warrant dividend? |
|---|
A warrant dividend is a distribution of warrants by the company pro-rata to all existing common shareholders. As with a cash dividend, shareholders do not need to pay any amount or take any other action to receive the distribution. In the case of a warrant dividend the value being distributed to all shareholders is in the form of a warrant instead of cash.
| Who will receive the warrants? |
|---|
GME shareholders will receive one (1) warrant for each ten (10) shares of common stock held as of the record date of October 3, 2025, rounded down to the nearest whole number. As an example, a shareholder who owns 520 or 528 shares of common stock would receive 52 warrants, and a shareholder who owns 2,300 or 2,306 shares of common stock would receive 230 warrants.
Holders of our Convertible Senior Notes as of the record date will also receive warrants on an as-converted basis; for each $1,000 of principal amount there will be a distribution of 3.34970 warrants on the 2030 Notes and 3.45872 warrants on the 2032 Notes, in each case rounded down to the nearest whole warrant. As an example, a holder of $40,000 face amount of the 2030 Notes would receive 133 warrants.
| How many warrants will be issued? |
|---|
We expect approximately 59 million warrants will be issued, of which approximately 45 million will be distributed to shareholders, and approximately 14 million will be distributed to convertible noteholders.
| When will the warrants be distributed? |
|---|
On or about October 7, 2025.
| When is the expiration date? |
|---|
October 30, 2026.
| What is the exercise price? |
|---|
$32.00 per share
| How much cash will be raised by the company if all warrants are exercised? |
|---|
If all 59 million warrants are exercised at the exercise price of $32.00, the gross proceeds to the company would be approximately $1.9 billion.
| What do I have to do to receive the warrants? |
|---|
We believe that in most cases no action is required if you are a shareholder or convertible noteholder as of the October 3, 2025 record date and you have not lent out your shares or notes to your broker or other parties. Contact your broker or, to the extent your shares are held in a registered account with GameStop’s transfer agent, contact Client Services at Computershare Trust Company, N.A., for details.
| Can I sell my warrants? Will they trade publicly? |
|---|
Except for applicable securities laws and company policies that may apply to insiders, we are not aware of any restrictions on buying or selling the warrants. We intend to apply for the warrants to be listed on the New York Stock Exchange to facilitate such trading, which may begin under ticker symbol GME WS on the first trading day following the distribution date. After the Distribution Date, GME shareholders and holders of GME’s convertible notes can trade or exercise the warrants irrespective of whether they continue to hold or sell their shares of GME common stock or convertible notes.
| Will this dilute my ownership? |
|---|
There will be no dilution to GME shareholders if no warrants are exercised. By the expiration date of October 30, 2026, we expect all warrants will have either expired or been exercised, resulting in the issuance of up to 59 million shares at an issuance price of $32.00. Since the warrants are being distributed pro-rata to all GME shareholders, if a shareholder decides to hold and exercise their warrants to purchase additional shares their percentage ownership of GME common stock (taking into account the convertible notes on an as-converted basis) is not expected to be diluted. On the other hand, if a current GME shareholder decides to sell their warrants in the market for cash, they will not be able to exercise and thus their percentage ownership may decline.
| If warrants are exercised, what will GameStop use the proceeds for? |
|---|
General corporate purposes, including making investments in a manner consistent with GameStop’s Investment Policy and potential acquisitions.
| Will the company be receiving any proceeds immediately? |
|---|
No. GameStop will not receive any proceeds from this warrant distribution unless some or all holders exercise their warrants on or before the expiration date of October 30, 2026.
| What happens to my warrants if the share price does not go up above the exercise price? |
|---|
If you do not sell or exercise your warrants by the expiration date of October 30, 2026, your warrants will expire worthless. To be clear, you may exercise a warrant at the exercise price even if the market price of GME shares does not go above the exercise price, but you may prefer to instead purchase those shares in the market at a lower price.
| How will I know if the warrants are about to expire? |
|---|
We recommend that you remember and set reminders for yourself of the expiration date of October 30, 2026, to ensure that you do not miss the opportunity to exercise. GameStop will also issue at least one public press release providing a reminder of the expiration date, between 10 and 30 days prior to the scheduled expiration date. We also recommend that you ask your broker what procedures and timeline it will follow regarding exercise, including because your broker may require you give notice using a particular method and may apply an earlier deadline than close of business on the expiration date.
| When can I exercise my warrants? |
|---|
You may exercise your warrants at any time from the distribution date until the expiration date (or until any earlier deadline applied by your broker), subject to certain limited exceptions included in the warrant agreement.
| How do I exercise the warrants? |
|---|
To exercise the warrants, you must have funds available to pay the exercise price in cash. You should discuss with your broker its procedures and timeline for effecting exercise on your behalf, because your broker may require you give notice using a particular method and may require an earlier deadline than close of business on the expiration date.
| I own my GameStop shares in an online brokerage account. How will I receive my warrants so I can exercise or sell them? |
|---|
We believe that your broker will be responsible for crediting your account with warrants if you hold shares or convertible notes as of the record date and such shares or convertible notes are not being rehypothecated or loaned out. If your shares or convertible notes are being rehypothecated or loaned out, other mechanics may apply. In all cases you would need to contact your broker directly for confirmation and any other information regarding timing and access to warrants, including the mechanics for warrant sales and exercises.
| What’s the last day I can buy GameStop shares and still receive the warrants? |
|---|
We believe that in most cases you must purchase GME shares or convertible notes no later than close of trading on October 2, 2025 in order to receive the warrant dividend. Purchases made on or before October 2, 2025 would normally settle in time for you to be a holder at close of business on October 3, 2025 and thus be eligible to receive warrants.
If you buy shares or convertible notes on October 3, 2025 or later, you will not receive any warrants. In other words, October 3, 2025 is the expected ex-dividend date—the first trading day on which GME shares or convertible notes no longer carry the right to receive the warrants that will be distributed on or around October 7, 2025.
| What if I hold a number of GME shares that isn’t a multiple of 10? |
|---|
The distribution of warrants is at a rate of 0.1 warrants for every share of common stock (including the distribution to convertible noteholders on an as-converted basis), rounded down to the nearest whole number of warrants. In practice each broker may round down the number of warrants deliverable to each account, without aggregating multiple accounts that you maintain with them. For example, if you hold 16 shares in one account with a broker and hold 17 shares in another account with the same broker, the broker may deliver only 1 warrant to each account, for a total distribution of only 2 warrants despite your ownership of 33 shares across both accounts.
| Do non-U.S. shareholders qualify to receive the warrant dividend? |
|---|
We are not aware of any restrictions on international shareholders or convertible noteholders receiving warrants if they hold GME common stock or convertible notes as of the record date. Tax treatment may vary based on a shareholder’s tax domicile as well as other factors, so both U.S. and non-U.S. shareholders should seek tax advice (see below).
| How are the warrants handled for shares held in a retirement brokerage account? |
|---|
While we expect that in some cases warrants will be credited to your retirement brokerage account if you hold shares as of the October 3, 2025 record date, exercising or selling warrants from within a retirement account may be subject to additional rules or restrictions, and we recommend that you discuss with your retirement broker, advisor and/or administrator, as applicable.
| For U.S. taxpayers, how will the warrant distribution and/or exercise be treated for tax purposes? |
|---|
The U.S. federal income tax treatment of the warrant distribution, and any future exercise of the warrants, may vary based on an investor’s specific circumstances. GameStop does not provide tax advice. Regardless of tax domicile, all investors are encouraged to consult their tax advisor regarding the potential impact of the distribution, and to read the tax reporting section of the prospectus supplement, which GameStop expects to file with the SEC on the distribution date.
| Can I access a copy of the full warrant agreement? |
|---|
Yes. GameStop expects to file the full warrant agreement with the SEC on the distribution date. It will be available via the SEC EDGAR system at www.sec.gov and linked on the GameStop Investor Relations page at investor.gamestop.com.
| Disclaimers |
|---|
| Forward Looking Statements |
| --- |
This FAQ contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements concerning the anticipated warrant distribution, including: our expectations regarding the warrant dividend and distribution; the anticipated record date and distribution date for the warrant distribution; the anticipated gross proceeds of the warrant distribution; the expected use of proceeds from any proceeds received from warrant exercises; that the warrant dividend and distribution is aligned with stockholder interests; the acceptance to trading of the warrants on the New York Stock Exchange; the price of those warrants and the existence of a market for those warrants; and the participation in the warrant distribution. These forward-looking statements are based on GameStop’s current assumptions, expectations and beliefs and are subject to substantial risks, uncertainties, assumptions and changes in circumstances that may cause GameStop’s actual results, performance or achievements to differ materially from those expressed or implied in any forward-looking statement. These risks include, but are not limited to market risks, trends and conditions. Risks relating to the warrant distribution include, but are not limited to: that the warrant dividend and distribution is not aligned with stockholder or convertible noteholder interests; the acceptance to trading of the warrants on the New York Stock Exchange, the price of those warrants and the existence of a market for those warrants; and stockholder and noteholder participation in the warrant distribution. These and other risks are more fully described in GameStop’s filings with the Securities and Exchange Commission (“SEC”), including in the section entitled “Risk Factors” in its Annual Report on Form 10-K for the fiscal year ended February 1, 2025 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended May 3, 2025 and August 2, 2025, and other filings and reports that GameStop may file from time to time with the SEC. Forward-looking statements represent GameStop’s beliefs and assumptions only as of the date of this press release. GameStop disclaims any obligation to update forward-looking statements.
| No Offer or Solicitation |
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This FAQ is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The issuance of the warrants has not been registered under the Securities Act, as the distribution of a warrant for no consideration does not constitute a sale of a security under Section 2(a)(3) of the Securities Act. A Form 8-A registration statement and prospectus supplement describing the terms of the warrants will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov. Holders should read the prospectus supplement carefully, including the Risk Factors section included and incorporated by reference therein.
This FAQ contains a general summary of the warrants. Please read the warrant agreement when it becomes available and filed with the SEC in connection with the distribution date, as it will contain important information about the terms of the warrants.
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