GameStop Announces Pricing of Upsized Private Offering of $2.25 Billion of Convertible Senior Notes

GameStop Corp. (NYSE: GME) (“GameStop”), today announced the pricing of its upsized $2.25 billion aggregate principal amount of 0.00% Convertible Senior Notes due 2032 (the “notes”) in a private offering (the “offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). GameStop also granted the initial purchaser of the notes an option to purchase, within a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $450 million aggregate principal amount of notes. The sale of the notes is expected to close on June 17, 2025, subject to customary closing conditions.

The notes will be general unsecured obligations of GameStop, will not bear regular interest and the principal amount of the notes will not accrete. The notes will mature on June 15, 2032, unless earlier converted, redeemed or repurchased.

GameStop estimates that the net proceeds from the offering will be approximately $2.23 billion (or approximately $2.68 billion if the initial purchaser exercises its option to purchase additional notes in full), after deducting the initial purchaser’s discount and commissions and estimated offering expenses payable by GameStop.

GameStop intends to use the net proceeds from the offering for general corporate purposes, including making investments in a manner consistent with GameStop’s Investment Policy and potential acquisitions.

Before March 15, 2032, holders will have the right to convert their notes only upon the satisfaction of specified conditions and during certain periods. On or after March 15, 2032, until the close of business on the scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their notes at any time. Upon conversion, GameStop will pay or deliver, as the case may be, cash, shares of GameStop’s Class A common stock, par value $.001 per share (“Class A common stock”), or a combination of cash and shares of Class A common stock, at its election. The conversion rate for the notes will initially be 34.5872 shares of Class A common stock per $1,000 principal amount of such notes (equivalent to an initial conversion price of approximately $28.91 per share of Class A common stock). The initial conversion price of the notes represents a premium of approximately 32.5% over the U.S. composite volume weighted average price of the Class A common stock from 1:00 p.m. through 4:00 p.m. Eastern Daylight Time on The New York Stock Exchange on June 12, 2025. The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid special interest. In addition, following certain corporate events that occur prior to the maturity date of the notes or if GameStop delivers a notice of redemption in respect of the notes, GameStop will, in certain circumstances, increase the conversion rate of the notes for a holder who elects to convert its notes in connection with such a corporate event or convert its notes called (or deemed called) for redemption during the related redemption period, as the case may be.