US Market News
4時間前
Ryan Cohen Withdraws CEO Performance Award; GameStop Focuses on eBayJune 23, 2026 4:20 PM
Business WireGameStop Corp. (NYSE: GME) (“GameStop” or the “Company”) today announced that its Board of Directors (the "Board") has granted the request of Ryan Cohen, Chairman and CEO, to amend the Company's proxy statement to remove the proposed CEO Performance Award. When the Board approved the CEO Performance Award in January 2026, the Company had not yet decided to pursue the acquisition of eBay, Inc. ("eBay").Mr. Cohen stated that he wants leadership fully focused on GameStop's operating performance and its proposed eBay acquisition.Additional details can be found in a supplement to the Company's proxy statement filed with the Securities and Exchange Commission. GameStop will release additional materials regarding its proposed acquisition of eBay this week, including a detailed presentation of the strategic rationale and operational plan for the combined company.No Offer or SolicitationThis communication relates to a business combination involving GameStop and eBay 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.Certain Information Regarding ParticipantsGameStop 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 GameStop’s definitive proxy statement for the 2026 Annual Meeting of Stockholders to be held July 7, 2026 at 10:00 a.m. CDT, which was filed with the SEC on May 22, 2026 (as supplemented from time to time, the “2026 Proxy Statement”), which is available here, including under the headings “Proposal 1: Election of Directors”, “Director Nomination Process”, “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”, “Offer Letters and Severance/Change in Control Benefits”, “Compensation Committee Report on Executive Compensation”, “Executive Compensation Tables”, “CEO Pay Ratio”, “Pay Versus Performance”, “Equity Grant Practices”, “Securities Authorized for Issuance Under Equity Compensation Plans”, “Audit Committee Matters”, “Certain Relationships and Related Transactions”, “Proposal 4: Approval of CEO Performance Award”, “Summary of the Proposed CEO Performance Award”, “Reasons for Approval of the CEO Performance Award”, “Market Capitalization Hurdles with Cumulative Performance EBITDA Hurdles Create Real Value for Stockholders”, “Background of the CEO Performance Award”, “Key Terms of the Proposed CEO Performance Award”, “Other Details Regarding the Proposed CEO Performance Award”, “The Compensation Committee’s Assessment of the CEO Performance Award”, “Practical Implications of the CEO Performance Award” and “Appendix A: CEO Performance Award Agreement”. To the extent holdings of such persons in the Company’s securities have changed since the amounts described in the 2026 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. 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.As of the date hereof, GameStop directly beneficially owns 4,343,725 shares of common stock of eBay, par value $0.001 per share (the “Common Stock”), and has further entered into the long-side of a series of American-style put/call option transactions (the “Put/Call Pairs”), expiring February 23, 2028, with an unaffiliated financial institution counterparty that provide economic exposure to a further 39,046,658 shares of Common Stock. The Put/Call Pairs were only settleable in cash until such time as GameStop provided the unaffiliated financial institution counterparty with reasonable evidence that all applicable filings had been made and any applicable waiting periods had expired or approvals had been received, as applicable, under the Hart Scott Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act Condition”). On June 3, 2026, the HSR Act Condition was satisfied, and as a result, GameStop (in the case of the call portion of the Put/Call Pairs) and the unaffiliated financial institution counterparty (in the case of the put portion of the Put/Call Pairs) electing to settle the Put/Call Pairs now have the option, but not the obligation, to elect for physical settlement of the shares of Common Stock underlying such Put/Call Pairs in lieu of cash settlement. GameStop does not have voting power or dispositive power with respect to the shares of Common Stock underlying such Put/Call Pairs unless and until such Put/Call Pairs are physically settled for Common Stock. On May 3, 2026, GameStop delivered to the board of directors of eBay a non-binding proposal to acquire all of the outstanding Common Stock that it does not already own at a price of $125 per share of Common Stock, to be paid in a combination of cash and GameStop common stock. As a result of the foregoing, GameStop may be deemed to have direct or indirect interests with respect to eBay that are in addition to, or different from, those of other eBay shareholders.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 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.DisclaimerAny information concerning eBay contained in this communication 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 communication 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.Cautionary Statement Regarding Forward-Looking Statements – Safe HarborCertain 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; 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/20260623835940/en/GameStop Corp. Investor Relations
(817) 424-2001
ir@gamestop.com Original: Ryan Cohen Withdraws CEO Performance Award; GameStop Focuses on eBay
US Market News
3週前
GameStop Discloses First Quarter 2026 ResultsJune 2, 2026 4:41 PM
Business Wire GameStop Corp. (NYSE: GME) (“GameStop” or the “Company”) today released financial results for the first quarter ended May 2, 2026. The Company’s condensed and consolidated financial statements, including GAAP and non-GAAP results, are below. FIRST QUARTER HIGHLIGHTS Highest quarterly net income in GameStop’s history of $389.6 million. Highest first quarter operating income in GameStop’s history of $143.3 million. Net sales grew 14% year-over-year, driven by collectibles. Cash, marketable securities, digital assets and related receivables, and collateral pledged for derivative asset of $9.7 billion. FIRST QUARTER OVERVIEW Net sales were $835.3 million for the first quarter, compared to $732.4 million in the prior year's first quarter. Selling, general and administrative (“SG&A”) expenses were $201.6 million for the first quarter, compared to $228.1 million in the prior year's first quarter. Operating income was $143.3 million for the first quarter, the highest first quarter operating income in GameStop's history, compared to an operating loss of $10.8 million in the prior year's first quarter. Excluding impairment and other items, adjusted operating income was $140.5 million for the first quarter compared to an adjusted operating income of $27.5 million in the prior year's first quarter. Net income was $389.6 million for the first quarter, compared to net income of $44.8 million for the prior year’s first quarter. Excluding impairments, gain on digital assets and related receivables, unrealized gain on derivative asset, and other items, adjusted net income was $179.3 million for the first quarter compared to an adjusted net income of $73.1 million for the prior year's first quarter. Total cash, cash equivalents, marketable securities, digital assets and related receivables, and collateral pledged for derivative asset were $9.7 billion at the close of the first quarter. This included $8.4 billion of cash, cash equivalents, and marketable securities (compared to $6.4 billion at the close of the prior year's first quarter), $1.0 billion in collateral pledged for derivative asset during the quarter, and approximately $0.4 billion in digital assets and related receivables. On June 2, 2026, the Company's Board of Directors unanimously approved a discretionary $2.0 billion share repurchase authorization through June 2, 2029, replacing the prior authorization from March 2019. NON-GAAP MEASURES AND OTHER METRICS As a supplement to the Company’s financial results presented in accordance with U.S. generally accepted accounting principles ("GAAP"), GameStop may use certain non-GAAP measures, such as adjusted SG&A expenses, adjusted operating income (loss), adjusted net income (loss), adjusted net income (loss) per share, adjusted EBITDA and free cash flow. The Company believes these non-GAAP financial measures provide useful information to investors in evaluating the Company’s core operating performance. Adjusted SG&A expenses, adjusted operating income (loss), adjusted net income (loss), adjusted net income (loss) per share and adjusted EBITDA exclude the effect of discretely managed items such as certain transformation costs (including severance and other costs), asset impairments, gain (loss) on digital assets and related receivables, unrealized gain (loss) on derivative asset, as well as divestiture costs, which we believe is useful in providing period to period comparisons. Free cash flow excludes capital expenditures otherwise included in net cash flows provided by (used in) operating activities, and therefore measures our ability to generate additional cash from our business operations, which we believe is an important financial measure for use by investors in evaluating the Company's financial performance. The Company’s definition and calculation of non-GAAP financial measures may differ from that of other companies. Non-GAAP financial measures should be viewed as supplementing, and not as an alternative or substitute for, the Company’s financial results prepared in accordance with GAAP. Certain of the items that may be excluded or included in non-GAAP financial measures may be significant items that could impact the Company’s financial position, results of operations or cash flows and should therefore be considered in assessing the Company’s actual and future financial condition and performance. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS - SAFE HARBOR This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, forward-looking statements can be identified by the use of terms such as "anticipates," "believes," "continues," "could," "estimates," "expects," "intends," "may," "plans," "potential," "predicts," "pro forma," "seeks," "should," "will" or similar expressions. Forward-looking statements are subject to significant risks and uncertainties and actual developments, business decisions, outcomes and results may differ materially from those reflected or described in the forward-looking statements. The following factors, among others, could cause actual developments, business decisions, outcomes and results to differ materially from those reflected or described in the forward-looking statements: economic, social, and political conditions in the markets in which we operate; the competitive nature of the Company’s industry; the cyclicality of the video game industry; the Company’s dependence on the timely delivery of new and innovative products from its vendors; the impact of technological advances in the video game industry and related changes in consumer behavior on the Company’s sales; interruptions to the Company’s supply chain or the supply chain of our suppliers; the Company’s dependence on sales during the holiday selling season and on the popularity and sale of trading cards; the Company’s ability to obtain favorable terms from its current and future suppliers and service providers; the Company’s ability to anticipate, identify and react to trends in pop culture with regard to its sales of collectibles; the Company’s ability to maintain strong retail and ecommerce experiences for its customers; the Company’s ability to keep pace with changing industry technology and consumer preferences; how the Company incorporates artificial intelligence into workflows and processes, including customer-facing and operation activities, and challenges with properly managing its use; the Company’s ability to manage its profitability and cost reduction initiatives; the Company’s ability to complete its proposed acquisition of eBay Inc.; changes in senior management or the Company’s ability to attract and retain qualified personnel; the Company is highly dependent on the services of the Company’s Chairman of the Board and Chief Executive Officer, Ryan Cohen; if the grant of a 100% performance-based nonqualified stock option award (the “CEO Performance Award”) to Mr. Cohen is not approved by the Company’s stockholders or if the Company is unable to adequately incentivize Mr. Cohen to maintain his focus and priorities on the Company, the Company's ability to execute on its strategy and achieve its growth goals may be adversely impacted; the CEO Performance Award, if and to the extent the stock options associated become vested and are exercised, would result in dilution to the Company’s stockholders and could impact the Company’s stock price; potential damage to the Company’s reputation or customers' perception of the Company; the Company's ability, or the ability of the third parties with whom we work, to maintain the security of our information technology systems or data (including customer, associate or Company information); the Company's compliance with stringent and evolving laws and other obligations related to data privacy and security; occurrence of weather events, natural disasters, public health crises and other unexpected events; risks associated with inventory shrinkage; potential failure or inadequacy of the Company's computerized systems; the ability of the Company’s third party delivery services to deliver products to the Company’s retail locations, fulfillment centers and consumers and changes in the terms the Company has with such service providers; the ability and willingness of the Company’s vendors to provide marketing and merchandising support at historical or anticipated levels; restrictions on the Company’s ability to purchase and sell pre-owned products; the Company’s ability to renew or enter into new leases on favorable terms; unfavorable changes in the Company’s global tax rate; legislative actions; the Company’s ability to comply with federal, state, local and international laws and regulations and statutes; changes to tariff and import/export regulations; potential litigation and other legal proceedings; the value of the Company's investment holdings; concentration of the Company's investment portfolio into one or fewer holdings; the recognition of losses in a particular investment even if the Company has not sold the investment; the execution and timing of share repurchases, if any, under the share repurchase authorization; volatility in the Company’s stock price, including volatility due to potential short squeezes; continued high degrees of media coverage by third parties; the availability and future sales of substantial amounts of the Company’s Class A common stock; the issuance of common stock upon the exercise of the warrants declared as part of the October 7, 2025 distribution to the holders of record of the Company's Class A common stock and holders of the Convertible Notes, in the form of warrants to purchase shares of common stock (the “Warrants”), may depress our stock price; future issuance of additional warrants may adversely affect the market price of the Warrants and the market price of the Company’s common stock; the Warrants do not automatically exercise, and any Warrant that is not exercised prior to their expiration date will lose all financial value; fluctuations in the Company’s results of operations from quarter to quarter; the Company’s ability to generate sufficient cash flow to fund its operations; the $1.5 billion 0.00% Convertible Senior Notes due 2030 (the “Convertible 2030 Notes") and $2,250.0 million 0.00% Convertible Senior Notes due 2032 (the "Convertible 2032 Notes" and, collectively with the Convertible 2030 Notes, the "Convertible Notes") are the Company’s obligations only, and substantially all of our operations are conducted through, and a portion of our consolidated assets are held by, our subsidiaries; servicing the Convertible Notes requires a significant amount of cash, and the Company may not have sufficient cash flow from our business to make such payments, and we may incur additional indebtedness in the future; the Company’s ability to incur additional debt; risks associated with the Company’s investment in marketable, nonmarketable and interest-bearing securities, including the impact of such investments on Company’s financial results; the Company's investment policy permits investments in certain cryptocurrency assets, including Bitcoin and U.S. dollar-denominated stable coins, and to the extent the Company holds Bitcoin or U.S. dollar denominated stable coins, the Company will be exposed to certain risks associated with Bitcoin or stable coins, respectively; the Company’s derivative strategy can expose it to counterparty risk; and the Company’s ability to maintain effective internal control over financial reporting. Additional factors that could cause results to differ materially from those reflected or described in the forward-looking statements can be found in GameStop's most recent Annual Report on Form 10-K and other filings made from time to time with the SEC and available at www.sec.gov or on the Company’s investor relations website (https://investor.gamestop.com). Forward-looking statements contained in this press release speak only as of the date of this press release. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws. GameStop Corp.
Condensed Statements of Operations
(in millions, except per share data)
(unaudited) 13 Weeks Ended May 2, 2026 13 Weeks Ended May 3, 2025 Net sales $ 835.3 $ 732.4 Cost of sales 495.0 479.6 Gross profit 340.3 252.8 Selling, general and administrative expenses 201.6 228.1 Asset impairments (4.6 ) 35.5 Operating income (loss) 143.3 (10.8 ) Interest income, net (83.7 ) (56.9 ) Unrealized gain on derivative asset, net(1) (268.4 ) — Gain on digital assets and related receivables (1.1 ) — Other income, net (9.9 ) (2.2 ) Income before income taxes 506.4 48.3 Income tax expense 116.8 3.5 Net income $ 389.6 $ 44.8 Net income per share: Basic income per share $ 0.87 $ 0.10 Diluted income per share $ 0.66 $ 0.09 Weighted-average common shares outstanding: Basic 448.4 447.1 Diluted 592.3 497.9 Percentage of Net sales: Net sales 100.0 % 100.0 % Cost of sales 59.3 65.5 Gross profit 40.7 34.5 Selling, general and administrative expenses 24.1 31.1 Asset impairments (0.6 ) 4.8 Operating income (loss) 17.2 (1.5 ) Interest income, net (10.0 ) (7.8 ) Unrealized gain on derivative asset, net (32.1 ) — Gain on digital assets and related receivables (0.1 ) — Other income, net (1.2 ) (0.3 ) Income before income taxes 60.6 6.6 Income tax expense 14.0 0.5 Net income 46.6 % 6.1 % (1) Represents unrealized gain on put and call option transactions, net of related expenses, entered into by the Company that provide economic exposure to shares of eBay Inc. common stock. GameStop Corp.
Condensed Statements of Operations by Segment
(in millions, except per share data)
(unaudited) United States Australia Europe Total As of and for the three months ended May 2, 2026 Net sales $ 651.1 $ 99.6 $ 84.6 $ 835.3 Cost of sales 368.8 65.3 60.9 495.0 Gross profit 282.3 34.3 23.7 340.3 Selling, general and administrative expenses: 137.7 34.0 29.9 201.6 Store related 112.2 26.8 28.8 167.8 Other 25.5 7.2 1.1 33.8 Asset impairments — 0.3 (4.9 ) (4.6 ) Operating income (loss) 144.6 — (1.3 ) 143.3 Interest income, net (83.7 ) Unrealized gain on derivative asset, net (268.4 ) Gain on digital assets and related receivables (1.1 ) Other income, net (9.9 ) Income before income taxes 506.4 Income tax expense 116.8 Net income 389.6 Property and equipment, net(1) 35.8 16.1 — 51.9 Capital expenditures 3.4 1.1 — 4.5 (1) Property and equipment, net for France (Europe) is classified in Assets held for sale on our Condensed Consolidated Balance Sheets. United States Canada Australia Europe Total As of and for the three months ended May 3, 2025 Net sales $ 537.5 $ 38.2 $ 81.9 $ 74.8 $ 732.4 Cost of sales 343.6 28.2 55.0 52.8 479.6 Gross profit 193.9 10.0 26.9 22.0 252.8 Selling, general and administrative expenses: 160.3 13.9 32.3 21.6 228.1 Store related 131.6 11.3 26.6 22.4 191.9 Other 28.7 2.6 5.7 (0.8 ) 36.2 Asset impairments — 18.3 — 17.2 35.5 Operating income (loss) 33.6 (22.2 ) (5.4 ) (16.8 ) (10.8 ) Interest income, net (56.9 ) Other income, net (2.2 ) Income before income taxes 48.3 Income tax expense 3.5 Net income 44.8 Property and equipment, net(1) 37.5 — 16.7 — 54.2 Capital expenditures 1.2 0.1 1.0 0.6 2.9 (1) Property and equipment, net for Canada and France (Europe) is classified in Assets held for sale on our Condensed Consolidated Balance Sheets. GameStop Corp.
Condensed Consolidated Balance Sheets
(in millions)
(unaudited) May 2, 2026 May 3, 2025 ASSETS: Current assets: Cash and cash equivalents $ 7,397.6 $ 6,385.8 Marketable securities 970.5 — Receivables, net of allowance of $3.9 and $0.9, respectively 58.8 44.1 Derivative asset 285.3 — Collateral pledged for derivative asset 983.3 — Digital assets and related receivables 369.6 — Merchandise inventories, net 423.3 421.3 Prepaid expenses and other current assets 27.7 29.3 Assets held for sale 152.4 226.2 Total current assets 10,668.5 7,106.7 Property and equipment, net of accumulated depreciation of $492.6 and $572.5, respectively 51.9 54.2 Operating lease right-of-use assets 164.7 272.5 Deferred income taxes 26.0 18.7 Other noncurrent assets 63.2 50.5 Total assets $ 10,974.3 $ 7,502.6 LIABILITIES AND STOCKHOLDERS’ EQUITY: Current liabilities: Accounts payable $ 263.4 $ 198.4 Accrued liabilities and other current liabilities 372.5 328.4 Current portion of operating lease liabilities 81.4 113.3 Liabilities held for sale 143.0 207.2 Total current liabilities 860.3 847.3 Long-term debt 4,166.1 1,480.7 Operating lease liabilities 91.6 167.8 Other long-term liabilities 14.2 19.4 Total liabilities 5,132.2 2,515.2 Total stockholders’ equity 5,842.1 4,987.4 Total liabilities and stockholders’ equity $ 10,974.3 $ 7,502.6 GameStop Corp.
Condensed Consolidated Statements of Cash Flows
(in millions)
(unaudited) 13 Weeks Ended May 2, 2026 13 Weeks Ended May 3, 2025 Cash flows from operating activities: Net income $ 389.6 $ 44.8 Adjustments to reconcile net income to net cash flows from operating activities: Depreciation and amortization 4.5 5.6 Stock-based compensation expense, net 8.5 5.5 Gain on digital assets and related receivables (1.1 ) — Unrealized gain on derivative asset (285.1 ) — Deferred income taxes 61.4 — Loss (gain) on disposal of property and equipment, net 0.1 (1.5 ) Asset impairments (4.6 ) 35.5 Other, net (7.8 ) (0.4 ) Changes in operating assets and liabilities: Receivables, net (6.9 ) 12.0 Merchandise inventories, net (16.6 ) (10.1 ) Prepaid expenses and other current assets 9.0 6.7 Prepaid income taxes and income taxes payable 39.5 (1.6 ) Accounts payable and accrued liabilities 153.5 110.3 Operating lease right-of-use assets and liabilities (6.7 ) (0.6 ) Changes in other long-term liabilities 0.3 (13.7 ) Net cash flows provided by operating activities 337.6 192.5 Cash flows from investing activities: Capital expenditures (4.5 ) (2.9 ) Purchases of marketable securities (6.4 ) (14.7 ) Proceeds from maturities and sales of marketable securities 1,727.9 22.6 Collateral pledged for derivative asset (983.3 ) — Proceeds from written options on digital assets 5.8 — Proceeds from other divestitures, net of cash disposed — 2.2 Other 3.4 0.1 Net cash flows provided by investing activities 742.9 7.3 Cash flows from financing activities: Proceeds from the issuance of convertible debt — 1,500.0 Debt issuance costs from convertible debt — (19.3 ) Repayments of debt — (2.7 ) Proceeds from French term loans 1.4 — Proceeds from the exercise of warrants 0.1 — Proceeds from equity awards directly withheld from employees for tax purposes 2.9 2.3 Payments to tax authorities for equity awards directly withheld from employees (2.9 ) (2.3 ) Net cash flows provided by financing activities 1.5 1,478.0 Exchange rate effect on cash, cash equivalents and restricted cash 1.7 5.9 Less: Net change in cash balance classified as assets held for sale — (49.4 ) Increase in cash, cash equivalents, and restricted cash 1,083.7 1,634.3 Cash, cash equivalents and restricted cash at beginning of period 6,328.1 4,789.8 Cash, cash equivalents and restricted cash at end of period $ 7,411.8 $ 6,424.1 Schedule I
Sales Mix
(in millions)
(unaudited) 13 Weeks Ended May 2, 2026 13 Weeks Ended May 3, 2025 Net Percent Net Percent Net Sales: Sales of Total Sales of Total Hardware and accessories(1) $ 333.7 39.9 % $ 345.3 47.1 % Software (2) 152.7 18.3 % 175.6 24.0 % Collectibles (3) 348.9 41.8 % 211.5 28.9 % Total $ 835.3 100.0 % $ 732.4 100.0 % (1) Includes sales of new and pre-owned hardware, accessories, hardware bundles in which hardware and digital or physical software are sold together in a single SKU, interactive game figures, strategy guides, mobile and consumer electronics. (2) Includes sales of new and pre-owned video game software, digital software and PC entertainment software. (3) Includes the sale of apparel, toys, trading cards, gadgets, other retail products for pop culture and technology enthusiasts, and submission services for the authentication and grading of trading cards. GameStop Corp.
Schedule II
(in millions, except per share data)
(unaudited) Non-GAAP results The following tables reconcile the Company's selling, general and administrative expenses (“SG&A expense”), operating income (loss), net income (loss) and net income (loss) per share as presented in its unaudited consolidated statements of operations and prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) to its adjusted SG&A expense, adjusted operating income (loss), adjusted net income (loss), adjusted net income (loss) per share and adjusted EBITDA. The diluted weighted-average shares outstanding used to calculate adjusted net income per share may differ from GAAP weighted-average shares outstanding. Under GAAP, basic and diluted weighted-average shares outstanding are the same in periods where there is a net loss. The tax adjustments below for the 13 weeks ended May 2, 2026 and 13 weeks ended May 3, 2025 include provisions for the tax effects of non-GAAP adjustments. The reconciliations below are from continuing operations only. 13 Weeks Ended 13 Weeks Ended May 2, 2026 May 3, 2025 Adjusted SG&A expense SG&A expense $ 201.6 $ 228.1 Transformation costs(1) (1.8 ) (2.8 ) Adjusted SG&A expense $ 199.8 $ 225.3 Adjusted Operating Income (Loss) Operating income (loss) $ 143.3 $ (10.8 ) Transformation costs(1) 1.8 2.8 Asset impairments(2) (4.6 ) 35.5 Adjusted operating income (loss) $ 140.5 $ 27.5 Adjusted Net Income Net Income $ 389.6 $ 44.8 Transformation costs(1) 1.8 2.8 Divestitures and other — — Asset impairments(2) (4.6 ) 35.5 Gain on digital assets and related receivables (1.1 ) — Unrealized gain on derivative asset (268.4 ) — Income tax impact of adjustments 62.0 — Adjusted net income $ 179.3 $ 83.1 Adjusted net income per share Basic $ 0.40 $ 0.19 Diluted 0.30 0.17 Number of shares used in adjusted calculation Basic 448.4 447.1 Diluted 592.3 497.9 (1) Transformation costs include severance, stock-based compensation forfeitures related to workforce optimization efforts and departures of key personnel, adjustments to reserves for expenses for consultants and advisors related to transformation initiatives, and other costs in connection with the transformation initiatives. (2) Asset impairments include amounts incurred in connection with the divestiture of our operations in France and New Zealand in the current year, and France and Canada in the prior year. 13 Weeks Ended 13 Weeks Ended May 2, 2026 May 3, 2025 Reconciliation of Net Income to Adjusted EBITDA Net income $ 389.6 $ 44.8 Interest income, net (83.7 ) (56.9 ) Depreciation and amortization 4.5 5.6 Income tax expense 116.8 3.5 EBITDA $ 427.2 $ (3.0 ) Stock-based compensation 8.5 5.5 Transformation costs(1) 1.8 2.8 Divestitures and other — (2.2 ) Asset impairments(2) (4.6 ) 35.5 Gain on digital assets and related receivables (1.1 ) — Unrealized gain on derivative asset (268.4 ) — Adjusted EBITDA $ 163.4 $ 38.6 (1) Transformation costs include severance, stock-based compensation forfeitures related to workforce optimization efforts and departures of key personnel, adjustments to reserves for expenses for consultants and advisors related to transformation initiatives, and other costs in connection with the transformation initiatives. (2) Asset impairments include amounts incurred in connection with the divestiture of our operations in France and New Zealand in the current year, and France and Canada in the prior year. GameStop Corp.
Schedule III
(in millions)
(unaudited) Non-GAAP results The following table reconciles the Company's cash flows provided by operating activities as presented in its unaudited Consolidated Statements of Cash Flows and prepared in accordance with GAAP to its free cash flow. Free cash flow is considered a non-GAAP financial measure. Management believes, however, that free cash flow, which measures our ability to generate additional cash from our business operations, is an important financial measure for use by investors in evaluating the Company’s financial performance. 13 Weeks Ended 13 Weeks Ended May 2, 2026 May 3, 2025 Net cash flows provided by operating activities $ 337.6 $ 192.5 Capital expenditures (4.5 ) (2.9 ) Free cash flow $ 333.1 $ 189.6 Non-GAAP Measures and Other Metrics Adjusted EBITDA, adjusted SG&A expense, adjusted operating income (loss), adjusted net income (loss) and adjusted net income (loss) per share are supplemental financial measures of the Company’s performance that are not required by, or presented in accordance with, GAAP. We believe that the presentation of these non-GAAP financial measures provides useful information to investors in assessing our financial condition and results of operations. We define adjusted EBITDA as net income before income taxes, plus interest income, net and depreciation and amortization, excluding stock-based compensation, certain transformation costs (including severance and other costs), business divestitures, asset impairments, gain (loss) on digital assets and related receivables, unrealized gain (loss) on derivative asset, and other non-cash charges. Net income is the GAAP financial measure most directly comparable to adjusted EBITDA. Our non-GAAP financial measures should not be considered as an alternative to the most directly comparable GAAP financial measure. Furthermore, non-GAAP financial measures have limitations as an analytical tool because they exclude some but not all items that affect the most directly comparable GAAP financial measures. Some of these limitations include: certain items excluded from adjusted EBITDA are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure; adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments; adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and adjusted EBITDA does not reflect any cash requirements for such replacements; and our computations of adjusted EBITDA may not be comparable to other similarly titled measures of other companies. We compensate for the limitations of adjusted EBITDA, adjusted SG&A expense, adjusted operating income (loss), adjusted net income (loss) and adjusted net income (loss) per share as analytical tools by reviewing the comparable GAAP financial measure, understanding the differences between the GAAP and non-GAAP financial measures and incorporating these data points into our decision-making process. Adjusted EBITDA, adjusted SG&A expense, adjusted operating income (loss), adjusted net income (loss) and adjusted net income (loss) per share are provided in addition to, and not as an alternative to, the Company’s financial results prepared in accordance with GAAP, and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Because adjusted EBITDA, adjusted SG&A expense, adjusted operating income (loss), adjusted net income (loss) and adjusted net income (loss) per share may be defined and determined differently by other companies in our industry, our definitions of these non-GAAP financial measures may not be comparable to similarly titled measures of other companies, thereby diminishing their utility. View source version on businesswire.com: https://www.businesswire.com/news/home/20260602208667/en/ GameStop Investor Relations
817-424-2001
ir@gamestop.com Original: GameStop Discloses First Quarter 2026 Results
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