GameStop to swap $1.4 billion in convertible notes for equity

GameStop Corp. (NYSE: GME) has agreed to exchange approximately $1.4 billion in aggregate principal amount of outstanding convertible senior notes for shares of its Class A common stock, according to a press release from the company.

The transaction involves privately negotiated exchange agreements with existing holders of its 0.00% Convertible Senior Notes due 2030 and 0.00% Convertible Senior Notes due 2032. Noteholders are exchanging approximately $400 million of the 2030 notes and $1.0 billion of the 2032 notes.

GameStop will issue shares of common stock to the noteholders in exchange for the debt. The company will not receive any cash proceeds from the transaction. Following the closing, the exchanged notes will be cancelled, reducing the company's outstanding long-term debt by approximately $1.4 billion. Approximately $1.1 billion of 2030 notes and $1.7 billion of 2032 notes will remain outstanding.

The number of shares to be issued will be based in part on the average volume-weighted average price of the common stock over a 35 consecutive trading day reference period beginning August 3, 2026, subject to a per share price floor. The exchange is expected to close on or about September 23, 2026, subject to customary closing conditions.

GameStop noted that some or all of the participating noteholders may purchase or sell shares of common stock in open market transactions, or enter into or unwind derivative transactions to hedge their positions, which could affect the market price of the common stock or the notes.

The shares issued in the exchange have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent an applicable registration or exemption.

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