GameStop Corp. 8-K

Summary

FY2026 outlook update. GameStop expects adjusted EBITDA (non-GAAP) above $600M for the fiscal year ending 1/30/2027, vs $345.4M in FY2025. The company says its leadership remains focused on advancing its proposed eBay acquisition, with additional materials forthcoming.

Key Figures

• eBay proposal: non-binding offer delivered 5/3/2026 to acquire the shares GameStop does not already own for $125 per share, in a combination of cash and GameStop common stock.
• GameStop directly owns 4,343,725 eBay shares and has economic exposure to another 39,046,658 shares through put/call pairs expiring 2/23/2028. After the HSR condition was satisfied on 6/3/2026, the parties may elect physical settlement; GameStop has no voting or dispositive power over those underlying shares unless physically settled.
• The company said it cannot reconcile its forward-looking adjusted EBITDA to GAAP net income without unreasonable effort because certain significant items are unpredictable.

Guidance

• FY2026 adjusted EBITDA (non-GAAP): >$600M; FY2025 actual was $345.4M.

Investor Takeaways

• Watch for the promised additional eBay transaction materials and whether the non-binding proposal advances.
• FY2026 adjusted EBITDA above $600M is the company’s stated target; results against it will indicate whether performance meets the outlook.