GameStop Files 8-K: Material Agreement & Exhibits

TL;DR

GME filed an 8-K today, looks like a big deal agreement is in play.

AI Summary

On October 7, 2025, GameStop Corp. filed an 8-K report with the SEC. The filing indicates an entry into a material definitive agreement and includes financial statements and exhibits. No specific details regarding the agreement or financial figures were provided in this initial filing.

Why It Matters

This filing signals a significant corporate event for GameStop, potentially involving a new agreement that could impact its business operations and financial standing.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could carry significant implications for the company's future performance and stock price.

Key Numbers

• 1-32637 — SEC File Number (Identifies GameStop's filing with the SEC.)
• 20-2733559 — IRS Employer Identification No. (Tax identification number for GameStop Corp.)

Key Players & Entities

• GameStop Corp. (company) — Registrant
• October 7, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 625 Westport Parkway, Grapevine, TX 76051 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.001 — nts to Purchase Common Stock, par value $0.001 per share GME WS NYSE Indicate by che
• $32.00 — e election, at a cash exercise price of $32.00 per Warrant (the "Exercise Price"), one

Filing Documents

• gme-20251007.htm (8-K) — 40KB
• projectgenesis-ex41xwarran.htm (EX-4.1) — 435KB
• gme-exx51opinion.htm (EX-5.1) — 19KB
• projectgenesis-pressreleas.htm (EX-99.1) — 10KB
• image_0a.jpg (GRAPHIC) — 10KB
• screenshot2025-10x011.jpg (GRAPHIC) — 3KB
• screenshot2025-10x012.jpg (GRAPHIC) — 4KB
• screenshot2025-10x013.jpg (GRAPHIC) — 4KB
• screenshot2025-10x014.jpg (GRAPHIC) — 4KB
• screenshot2025-10x015.jpg (GRAPHIC) — 4KB
• screenshot2025-10x016.jpg (GRAPHIC) — 6KB
• wcopinionletterhead.jpg (GRAPHIC) — 15KB
• 0001326380-25-000091.txt ( ) — 794KB
• gme-20251007.xsd (EX-101.SCH) — 2KB
• gme-20251007_def.xml (EX-101.DEF) — 14KB
• gme-20251007_lab.xml (EX-101.LAB) — 25KB
• gme-20251007_pre.xml (EX-101.PRE) — 15KB
• gme-20251007_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On October 7, 2025, GameStop Corp. (the "Company"), announced that the Board of Directors of the Company declared a distribution (the "Warrant Distribution") to the holders of record of the Company's Class A Common Stock, par value $0.001 per share (the "Common Stock") and holders of the Company's 0.00% Convertible Senior Notes due 2030 and 0.00% Convertible Senior Notes due 2032 (the "Convertible Notes"), in the form of warrants to purchase shares of Common Stock (the "Warrants"). The Warrants were issued on the terms and conditions described in the Warrant Agreement (as defined below and attached as an exhibit hereto) and have been distributed on October 7, 2025, to the record holders of the Common Stock and the Convertible Notes as of the close of business on October 3, 2025 (the "Record Date"). Pursuant to the terms of the Warrant Agreement, dated as of October 7, 2025, between the Company, Computershare Inc., a Delaware corporation, and its affiliate, Computershare Trust Company, N.A., as Warrant Agent (the "Warrant Agreement"), each holder of record of Common Stock as of the Record Date received one Warrant for every ten shares of Common Stock (rounded down to the nearest whole number for any fractional Warrant). Holders of our 0.00% Convertible Senior Notes due 2030 and 0.00% Convertible Senior Notes due 2032 (collectively, the "Convertible Notes") also received Warrants on an "as converted" basis in lieu of an adjustment to the conversion rate of the Convertible Notes pursuant to the applicable indenture governing the Convertible Notes. The distribution of the Warrants to the Convertible Note holders was at the same time and on the same terms as holders of Common Stock. Holders of the Convertible Notes will not need to convert the Convertible Notes into Common Stock in order to receive the Warrants. Each Warrant entitles the holder to purchase, at the holder's sole and exclusive election, at a cash

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On October 7, 2025, the Company issued a press release announcing the distribution of warrant dividends to its shareholders and eligible noteholders as of the October 3, 2025 record date. The press release is attached as Exhibit 99.1 to this Form 8-K. The information furnished in this Item 7.01, including Exhibits 99.1, 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 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 has been filed with the Securities and Exchange Commission (the "SEC") and are available on the SEC's website located at http://www.sec.gov. Holders of Common Stock and the Company's Convertible Notes 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.

Forward-Looking Statements

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 announced warrant distribution, including: our expectations regarding the warrant dividend and distribution; the anticipated trading of the warrants on the New York Stock Exchange; 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 the Company'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 the Company may file from time to time with the SEC. Forward-looking statements represent the Company's beliefs and assumption.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. On October 7, 2025, White & Case LLP delivered an opinion (the "Opinion") to the Company in connection with the Company's issuance of up to 59,153,963 shares of Common Stock upon exercise of the Warrants. Such shares will be issued pursuant to the Company's shelf registration statement on Form S-3 ASR (No. 333-290695) (the "Registration Statement"), effective as of October 3, 2025, including the prospectus, dated October 2, 2025, and the prospectus supplement, dated October 7, 2025, as the same may be amended or supplemented. The Opinion is being filed herewith as Exhibit 5.1, and thereby automatically incorporated by reference into the Registration Statement, in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. (d) Exhibits. Exhibit No. Description 4.1 Warrant Agreement (including Form of Warrant), dated October 7, 2025, by and between the Company, Computershare Inc., a Delaware corporation, and Computershare Trust Company, N.A., as Warrant Agent. 5.1 Opinion of White & Case LLP. 23.1 Consent of White & Case LLP (included as part of Exhibit 5.1). 99.1 Press Release dated October 7, 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: October 7, 2025 By: /s/ Daniel Moore Name: Daniel Moore Title: Principal Financial and Accounting Officer

View Full Filing

View this 8-K filing on SEC EDGAR