eBay Inc【EBAY】株式ニュース

GameStop Proposes to Acquire eBay at $125.00 Per ShareMay 3, 2026 8:38 PM
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. The cash consideration is expected to be funded from a combination of (i) cash and liquid investments on GameStop’s balance sheet, which totaled ~$9.4 billion as of January 31, 2026, and (ii) third-party acquisition financing, in respect of which GameStop has received a highly-confident letter from TD Securities for up to $20 billion.

eBay spent $2.4 billion on Sales & Marketing in fiscal 2025 while only adding one million net active buyers (134M to 135M - a net increase of less than 0.75%). GameStop will deliver $2 billion of annualized cost reductions within twelve months of closing:

~$1.2 billion from Sales & Marketing. More spend is not producing more users on a marketplace with near-universal brand recognition.

~$300 million from Product Development. Product Development expense grew 11% in fiscal 2025 against revenue growth of 8%.

~$500 million from General & Administrative. Consolidated finance, HR, real estate, legal, IT, and professional services across the combined company.

On cost reductions alone, eBay’s diluted GAAP earnings per share from continuing operations would increase from $4.26 to $7.79 in year one. Beyond cost, GameStop’s ~1,600 US retail locations give eBay a national network for authentication, intake, fulfillment, and live commerce.

Following close, Ryan Cohen will serve as Chief Executive Officer of the combined company.

Mr. Cohen has led GameStop since January 2021. Over that period, GameStop moved from a $381 million net loss in fiscal 2021 to $418 million of net income in fiscal 2025, reduced SG&A by ~$800 million (47%), retired its legacy debt, and raised $4.2 billion of long-term debt at 0% coupon. He owns ~9% of GameStop and receives no salary, no cash bonuses, and no golden parachute. He will be compensated solely based on the performance of the combined company.

Contacts
GameStop Corp. Investor Relations

(817) 424-2001

ir@gamestop.com

Important Information for Investors and Stockholders

No Offer or Solicitation

This communication relates to a business combination between GameStop and that has been proposed by GameStop (the “Proposed Transaction”). This communication 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 communication 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 communication 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 filing 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 filing 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.

Forward-Looking Statements

Certain statements in this communication may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “estimate,” “expect,” “predict,” “project,” “future,” “potential,” “intend,” “plan,” “assume,” “believe,” “forecast,” “look,” “build,” “focus,” “create,” “work,” “continue” or the negative of such terms or other variations thereof and words and terms of similar substance. Such statements also include, among others, statements with respect to GameStop’s proposed acquisition of eBay, such as statements about whether or not the transaction will occur, expected cost reductions, operational benefits, financing, the timing and structure of the transaction, anticipated benefits of the combination, leadership of the combined company, and similar statements. These forward-looking statements are based on GameStop’s current beliefs, expectations and assumptions and involve significant known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied. Such risks and uncertainties include, but are not limited to: the failure of eBay’s Board of Directors to engage with the proposal; the failure to negotiate or execute a definitive agreement providing for the consummation of a transaction on the terms described or at all; failure to obtain required financing on the expected terms; failure to obtain required regulatory approvals (including under the Hart-Scott-Rodino Antitrust Improvements Act); failure to obtain required shareholder approvals of GameStop and/or eBay; failure to realize anticipated cost reductions, operational benefits, or operating efficiencies; risks related to integration of the businesses; the impact of the announcement of the proposal on GameStop’s and eBay’s respective businesses, customers, suppliers, and employees; the diversion of management attention; competitive responses; market and economic conditions; and other risks described from time to time in GameStop’s filings with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended January 31, 2026 and subsequent filings. GameStop undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Final terms and conditions of any transaction are subject to negotiation and execution of a definitive agreement providing for the consummation of a transaction.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260503694843/en/
GameStop Corp. Investor Relations

(817) 424-2001

ir@gamestop.com

Original: GameStop Proposes to Acquire eBay at $125.00 Per Share

eBay to Acquire Depop from EtsyFebruary 18, 2026 4:05 PM
PR Newswire (US)

Enhances eBay's consumer-to-consumer (C2C) value proposition through addition of leading fashion marketplace with compelling complementary offering and deeply engaged Gen Z and Millennial customer baseEtsy to focus exclusively on driving sustainable growth for its core marketplaceSAN JOSE, Calif. and BROOKLYN, N.Y., Feb. 18, 2026? /PRNewswire/ -- eBay Inc. (Nasdaq: EBAY), a global commerce leader that connects millions of buyers and sellers around the world, and Etsy, Inc. (NYSE: ETSY), the global marketplace for unique and creative goods, today jointly announced that they have entered into a definitive agreement under which eBay will acquire Depop, a leading C2C fashion marketplace with deep recommerce roots and a highly-engaged Gen Z and Millennial customer base, for approximately $1.2 billion in cash, subject to certain purchase price adjustments.

Depop is a mobile-first, community-powered fashion marketplace experiencing strong momentum with annual gross merchandise sales (GMS) of approximately $1 billion in 2025, including nearly 60% year-over-year growth in the U.S. As of December 31, 2025, the marketplace had 7 million active buyers, nearly 90% of which are under the age of 34, and more than 3 million active sellers — Depop has built a platform where anyone can buy, sell, explore and discover incredible secondhand fashion."Depop has built a trusted, social-forward marketplace with strong momentum in the pre-loved fashion category, and we are confident that as part of eBay, Depop will be even more well-positioned for long-term growth, benefiting from our scale, complementary offerings, and operational capabilities," said Jamie Ianonne, Chief Executive Officer of eBay. "A key C2C driver, fashion represents more than $10 billion in annual gross merchandise volume (GMV) for eBay and delivered 10% year-over-year GMV growth in the U.S. in 2025. This acquisition presents an opportunity to advance one of our newest and fastest-growing Focus Categories with a marketplace that complements our existing presence, and enables us to reach a younger demographic across the expanding recommerce landscape. We're excited to welcome the Depop team to eBay, and look forward to building on what makes them unique – their brand, culture and community – to deliver compelling benefits to buyers and sellers.""We are excited that this transaction allows us to focus exclusively on the compelling opportunity we see in front of us: to grow the Etsy marketplace in ways that matter most to our buyers and sellers," said Kruti Patel Goyal, Chief Executive Officer of Etsy. "We believe this transaction is a great outcome for Etsy's shareholders, and a positive next step for all involved. We are proud of what the Depop team has built – a truly differentiated brand and product, grounded in clear purpose and strong community – becoming one of the fastest-growing fashion resale marketplaces in the U.S. I am confident that Depop is well-positioned for its next phase of growth as part of eBay."The addition of Depop will accelerate eBay's C2C strategy by deepening its reach with younger, fashion-forward consumers and expanding its presence in one of the most dynamic areas of resale. As part of eBay, Depop will benefit from eBay's global scale and suite of capabilities, including its financial services, shipping solutions, and trusted experiences like Authenticity Guarantee to further accelerate growth and enhance the buyer and seller experience. eBay will also expand the visibility of Depop's inventory, including through cross-listing opportunities, which will amplify global demand and unlock additional market opportunity.Peter Semple, Chief Executive Officer of Depop, added, "We're thrilled to begin this next chapter with eBay, whose experience in the C2C fashion space and shared belief in people, opportunity, and a more sustainable future positions us to meaningfully accelerate our marketplace in the U.S. and beyond. This transaction is a testament to the significant growth we have delivered as we have evolved our product experience and strengthened our brand's place in the world. We're very grateful to Kruti and the Etsy team for their partnership in advancing Depop's business and mission to make fashion circular."Transaction Details and ClosingeBay intends to fund the transaction with cash on hand. Etsy plans to utilize the proceeds for general corporate purposes, continued share repurchases and investment in its core marketplace.The transaction, which has been unanimously approved by eBay's and Etsy's Board of Directors, is currently expected to close in the second quarter of 2026, subject to the satisfaction of certain closing conditions and receipt of required regulatory approvals.Following the closing of the transaction, Depop is expected to retain its name, brand, platform, and complementary culture.Earnings Results and Investor CallsIn a separate press release issued today, eBay reported its fourth quarter and full year 2025 financial results and provided its outlook for first quarter 2026. eBay will host a conference call to discuss its results and the acquisition of Depop at 2:00 PM PT / 5:00 PM ET today.Tomorrow, Etsy will report its fourth quarter and full year 2025 financial results and provide its outlook for first quarter 2026. Etsy will host a conference call to discuss its results and provide additional commentary on its sale of Depop at 5:30 AM PT / 8:30 AM ET tomorrow.A live webcast of each company's investor conference calls can be accessed through eBay's and Etsy's investor relations websites, respectively.About eBayeBay Inc. (Nasdaq: EBAY) is a global commerce leader that connects people and builds communities to create economic opportunity for all. Our technology empowers millions of buyers and sellers in more than 190 markets around the world, providing everyone the opportunity to grow and thrive. Founded in 1995 in San Jose, California, eBay is one of the world's largest and most vibrant marketplaces for discovering great value and unique selection. In 2025, eBay enabled nearly $80 billion of gross merchandise volume. For more information about the company and its global portfolio of online brands, visit www.ebayinc.com.About EtsyEtsy, Inc. operates two-sided online marketplaces that connect millions of passionate and creative buyers and sellers around the world. These marketplaces share a mission to "Keep Commerce Human," and Etsy's committed to using the power of business and technology to strengthen communities and empower people. Its primary marketplace, Etsy.com, is the global destination for unique and creative goods. Buyers come to Etsy to be inspired and delighted by items that are crafted and curated by creative entrepreneurs. For sellers, Etsy offers a range of tools and services that address key business needs.Etsy, Inc. also owns fashion resale marketplace Depop. Its marketplaces operate independently, while benefiting from shared expertise in product, marketing, technology, and customer support.Etsy was founded in 2005 and is headquartered in Brooklyn, New York.About DepopDepop is the community-powered circular fashion marketplace where people can buy, sell and discover desirable, affordable secondhand fashion. For more information, visit www.depop.com.Forward-Looking StatementsThis press release contains "forward-looking" statements within the meaning of the federal securities laws, including the timing of the closing of the transaction and the potential benefits of the transaction. In some cases, forward-looking statements can be identified by terms such as "aim," "anticipate," "believe," "commit," "continue," "could," "design," "develop," "enable," "estimate," "expect," "forecast," "future," "goal," "impact," "intend," "likely," "maintain," "may," "ongoing," "opportunity," "optimistic," "outlook," "plan," "possible," "potential," "predict," "probable," "pursue," "remain," "seek," "should," "strategy," "strive," "target," "value," "will," "would," or similar expressions, variations and derivative forms and/or the negatives of those words. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: the possibility that regulatory approvals and other closing conditions to the transaction are not received or satisfied on a timely basis or at all; the possibility that the parties may not fully realize the anticipated benefits of the transaction; changes in the anticipated timing for closing the transaction and receipt of regulatory approvals; business disruption during the pendency of or following the transaction; diversion of management time on transaction-related issues; the reaction of customers and other persons to the transaction; and other events that could adversely impact the completion of the transaction, including industry or economic conditions outside of the parties' control. Forward-looking statements involve substantial risks and uncertainties that may cause actual results to differ materially from those that eBay or Etsy expects. These and other risks and uncertainties include market risks, trends and conditions. These and other risks and uncertainties are more fully described in eBay's and Etsy's filings with the Securities and Exchange Commission, including in the risk factors included in eBay's Annual Report on Form 10-K for the year ended December 31, 2024, as amended, and Etsy's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, and subsequent reports that eBay or Etsy files with the Securities and Exchange Commission. In light of such risks, readers are cautioned not to place undue reliance on such forward-looking statements. Forward-looking statements represent beliefs and assumptions of eBay and/or Etsy only as of the date of this press release. eBay and Etsy do not intend to update, and disclaim any obligation to update, any of these forward-looking statements for any reason after the date of this press release or to conform these statements to actual results or revised expectations, except as required by law.

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Original: eBay to Acquire Depop from Etsy