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BCS

Current Report · Items 7.01, 8.01, 9.01 · 8-K

GameStop Corp.

GMENYSEEQUITYCurrent

Regulation FD Disclosure · Other Events

Item 7.01 Regulation FD Disclosure. On May 3, 2026, GameStop Corp. (the “Company” or “GameStop”) submitted a non-binding letter (the “Offer Letter”) to the chairman of the board of eBay Inc. (“eBay”) proposing to acquire all of the outstanding shares of eBay (the “Proposal”). Shortly after the Company sent the Proposal, the Company issued a press release (“Press Release”) regarding its submission of the Proposal.…

Filed May 4, 2026Accepted May 4, 2026, 7:00 AM EDTCIK 1326380Accession 0001193125-26-202468
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Company context

Current securities

Recent company filings

  1. 4 filingSep 21, 2026
  2. SCHEDULE 13D/A - filed by Cohen Ryan regarding GameStop Corp.Sep 21, 2026
  3. SCHEDULE 13D/A - filed by Cohen Ryan regarding GameStop Corp.Sep 10, 2026
  4. 10-Q filingSep 9, 2026
  5. Results of Operations and Financial Condition · Regulation FD DisclosureSep 8, 2026

Disclosure sections

Items 7.01, 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure. On May 3, 2026, GameStop Corp. (the “Company” or “GameStop”) submitted a non-binding letter (the “Offer Letter”) to the chairman of the board of eBay Inc. (“eBay”) proposing to acquire all of the outstanding shares of eBay (the “Proposal”). Shortly after the Company sent the Proposal, the Company issued a press release (“Press Release”) regarding its submission of the Proposal. Additionally, on May 3, 2026, the Company posted to the investor relations section of its website an investor presentation (the “Investor Presentation”) and fact sheet (the “Fact Sheet”), in each case, relating to the Proposal and which may be used in meetings and discussion with investors. Copies of the Offer Letter, the Press Release, the Investor Presentation and the Fact Sheet are attached hereto as Exhibit 99.1, 99.2, 99.3 and 99.4, respectively and are incorporated by reference into this Item 7.01. The foregoing information is furnished pursuant to Item 7.01 “Regulation FD Disclosure,” and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such filing.
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Items. On May 3, 2026, the Company submitted a non-binding proposal to acquire 100% of eBay at $125.00 per share in cash and stock. On May 4, 2026, the Company filed a Schedule 13D reporting its combined beneficial ownership of, and economic exposure through derivatives to, eBay. Consummation of the Proposal would be subject to customary closing conditions, including receipt of shareholder approval of both the Company and eBay and receipt of required antitrust approvals. There can be no guarantee that the Company will enter into a binding agreement for the Proposal, either on terms favorable to the Company or at all. No Offer or Solicitation This Current Report on Form 8-K relates to a business combination between GameStop and eBay that has been proposed by GameStop (the “Proposed Transaction”). This Current Report on Form 8-K is for informational purposes only and is neither an offer to sell or purchase, nor the solicitation of an offer to buy or sell, any securities (or the solicitation of any proxy or vote with respect to any matter), nor shall there be any sale or purchase, issuance or other transfer of securities (or the solicitation of any proxy or other vote) with respect to the Proposed Transaction or otherwise in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended. Additional Information and Where to Find It This Current Report on Form 8-K may be deemed to be solicitation material in respect of the Proposed Transaction. In connection with the Proposed Transaction, GameStop (and, potentially, eBay) may file one or more registration statements, proxy statements, proxy statement/prospectuses or other documents with the Securities and Exchange Commission (“SEC”). This Current Report on Form 8-K is not a substitute for any proxy statement, registration statement, proxy statement/prospectus or other document GameStop and/or eBay may file with the SEC or send to stockholders in connection with the Proposed Transaction. INVESTORS AND SECURITY HOLDERS OF GAMESTOP AND EBAY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING ANY PROXY STATEMENT(S), REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUSES AND/OR OTHER DOCUMENTS, CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Any definitive proxy statement(s) and/or proxy statement/prospectuses or other applicable definitive materials (if and when available) will be mailed to stockholders of GameStop and/or eBay, as applicable. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by GameStop or eBay through the website maintained by the SEC at http://www.sec.gov. Copies of documents filed with the SEC by GameStop will also be made available free of charge on GameStop’s website at https://investor.gamestop.com/. Certain Information Regarding Participants GameStop and its directors and certain of its executive officers may be considered participants in the solicitation of proxies in connection with the Proposed Transaction, should the Proposed Transaction and any such solicitation occur. Information about the directors and executive officers of GameStop is set forth in (i) GameStop’s proxy statement for the 2025 Annual Meeting of Stockholders, which was filed with the SEC on April 24, 2025 (the “2025 Proxy Statement”), which is available here, including under the headings “Proposal 1: Election of Directors”, “The Director Nominees”, “Director Nominee Qualifications and Experience”, “Biographies of Director Nominees”, “The Board of Directors”, “Corporate Governance”, “Director Compensation”, “Executive Officers”, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters”, “Compensation Committee Interlocks and Insider Participation”, “Proposal No. 2 - Advisory Vote on Executive Compensation”, “Compensation Discussion and Analysis”, “Compensation Committee Report on Executive Compensation”, “Executive Compensation Tables”, “CEO Pay Ratio”, “Pay Versus Performance”, “Certain Relationships and Related Transactions”, (ii) under Item 5.02 “Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers” in the Current Report on Form 8-K filed by GameStop with the SEC on August 11, 2025 (available here), (iii) under Item 8.01 “Other Events” in the Current Report on Form 8-K filed by GameStop with the SEC on January 7, 2026 (available here) and (iv) under Item 8.01 “Other Events” in the Current Report on Form 8-K filed by GameStop with the SEC on January 8, 2026 (available here). To the extent holdings of such persons in the Company’s securities have changed since the amounts described in the 2025 Proxy Statement, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC, by Ryan Cohen on January 22, 2026 (available here), by Daniel W. Moore on April 3, 2026, January 6, 2026, December 29, 2025, October 2, 2025, September 3, 2025 and August 12, 2025 (available here, here, here, here, here and here respectively), by Mark H. Robinson on April 15, 2026, April 3, 2026, January 13, 2026, January 6, 2026, December 29, 2025, December 10, 2025 and October 2, 2025, (available here, here, here, here, here, here and here, respectively), by Alain Attal on January 21, 2026 and January 20, 2026 (available here and here, respectively), by Lawrence Cheng on January 26, 2026 (available here), and by James Grube on July 1, 2025 (available here). Additional information can also be found in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2026, filed with the SEC on March 24, 2026, which is available here. Further information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in a proxy statement for GameStop’s Board of Directors for election at the 2026 Annual Meeting.and in any proxy statement/prospectus and/or other relevant materials to be filed with the SEC in connection with the Proposed Transaction when they become available. Disclaimer Any information concerning eBay contained in this Current Report on Form 8-K has been taken from, or based upon, publicly available information. Although GameStop does not have any information that would indicate that any information contained in this Current Report on Form 8-K that has been taken from such documents is inaccurate or incomplete, GameStop does not take any responsibility for the accuracy or completeness of such information. To date, GameStop has not had access to the books and records of eBay.
Filed exhibits (2)
EX-99.1 (by filename) d138475dex991.htm

EX-99.1 6 d138475dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 May 3, 2026 Via Electronic Mail and Federal Express Paul Pressler, Chairman of the Board eBay Inc. 2025 Hamilton Avenue San Jose, CA 95125 cc: Jamie Iannone; Samantha Wellington Dear Chairman: GameStop Corp. (“GameStop”) is proposing to acquire all common stock of eBay Inc. (“eBay”) at $125.00 per share. We have accumulated a 5% economic stake in eBay through derivatives and beneficial ownership of common stock and are filing a Schedule 13D and HSR notification tomorrow. Our offer is $125.00 per share, comprising 50% cash and 50% GameStop common stock, with full shareholder election rights as to consideration type and pro-rata allocation. That represents a 46% premium to eBay’s unaffected closing price on February 4, 2026, the day GameStop started accumulating its position in eBay, a 27% premium to the 30-day VWAP, and a 36% premium to the 90-day VWAP. Aggregate undiluted equity value is approximately $55.5 billion. The transaction is conditioned on customary closing conditions. eBay spent $2.4 billion on Sales & Marketing in fiscal 2025 and added one million net active buyers (134M to 135M). We will take $2 b…

Open exhibit ↗
EX-99.2 (by filename) d138475dex992.htm

EX-99.2 7 d138475dex992.htm EX-99.2 EX-99.2 Exhibit 99.2 GameStop Proposes to Acquire eBay at $125.00 Per Share May 3, 2026 GRAPEVINE, Texas - (BUSINESS WIRE) - GameStop Corp. (NYSE: GME) today submitted a non-binding proposal to acquire 100% of eBay Inc. (NASDAQ: EBAY) at $125.00 per share in cash and stock. The offer represents a 46% premium to eBay’s unaffected closing price on February 4, 2026, the day GameStop started accumulating its position in eBay. GameStop has built a 5% economic stake in eBay through derivatives and beneficial ownership of common stock. GameStop is filing a Schedule 13D and HSR notification tomorrow. The full proposal letter and accompanying materials are available at investor.gamestop.com/ebay. The proposed offer is $125.00 per share, comprising 50% cash and 50% GameStop common stock, with full shareholder election rights as to consideration type and pro-rata allocation. Aggregate undiluted equity value is approximately $55.5 billion, based on eBay’s most recently disclosed undiluted share count, representing a 27% premium to the 30-day VWAP and a 36% premium to the 90-day VWAP. The transaction is conditioned on customary closing conditions. Th…

Open exhibit ↗

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