GameStop Corp. 8-K

Summary

GameStop agreed to exchange about $1.4B of 0.00% convertible notes for Class A shares. The exchange would retire the notes without cash proceeds to the company, reducing outstanding long-term debt by about $1.4B; the share count will be set later using a 35-trading-day price reference period.

Key Figures

• Notes exchanged: approximately $400M principal amount of 2030 Notes and $1.0B principal amount of 2032 Notes; about $1.1B of 2030 Notes and $1.7B of 2032 Notes would remain outstanding after closing.
• Shares: final issuance amount to be determined based in part on the stock’s average volume-weighted average price over 35 consecutive trading days beginning 8/3/2026, subject to a per-share price floor. No cash proceeds.
• Closing: expected on or about 9/23/2026, subject to customary conditions. Either side may terminate its applicable agreement if closing has not occurred by 9/30/2026.

Investor Takeaways

• Watch for the final share count, which GameStop said it will disclose promptly after determination.
• Closing by the expected date would complete the debt retirement; participating noteholders’ potential stock or derivative transactions could materially move the stock or notes’ market prices.