GameStop Announces Amendment to Convertible Notes Exchange; Approximately $358.4 Million to be Settled in Cash in Lieu of Stock
GameStop Corp. (NYSE: GME) (“GameStop”) today announced that it has entered into amendments (the “Amendments”) to its previously announced exchange agreements (the “Exchange Agreements”) with certain existing holders (the “Existing Noteholders”) of its 0.00% Convertible Senior Notes due 2030 (the “2030 Notes”) and 0.00% Convertible Senior Notes due 2032 (the “2032 Notes” and, together with the 2030 Notes, the “Exchange Notes”), pursuant to which approximately $1.4 billion aggregate principal amount of Exchange Notes will be exchanged and canceled (the “Exchange”).
As originally structured, the Exchange was to be settled entirely in shares of GameStop’s Class A common stock (the “Common Stock”), with the number of shares based in part on the volume-weighted average price of the Common Stock over a 35 trading day reference period that began on August 3, 2026 (the “Reference Period”).
As amended, the remainder of the Reference Period is terminated. Consideration attributable to the elapsed portion of the Reference Period will still be settled in shares, and the remaining consideration will be settled in cash, in an amount based on trading prices on the last trading day prior to the Amendments. By settling the remaining consideration in cash, GameStop has fixed the total number of shares issuable in respect of the Exchange. No additional shares are issuable in respect of the Exchange.
