Form 8-K

8-K — GameStop Corp.

Accession: 0001326380-26-000064

Filed: 2026-10-19

Period: 2026-10-19

CIK: 0001326380

SIC: 5734 (RETAIL-COMPUTER & COMPUTER SOFTWARE STORES)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — gme-20261019.htm (Primary)

EX-99.1 (pressrelease-warrantexpira.htm)

EX-99.2 (noticeofguaranteeddelivery.htm)

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8-K

8-K (Primary)

Filename: gme-20261019.htm · Sequence: 1

gme-20261019

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 19, 2026

GameStop Corp.

(Exact name of Registrant as specified in its charter)

Delaware

1-32637

20-2733559

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

625 Westport Parkway, Grapevine, TX 76051

(817) 424-2000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on which registered

Class A Common Stock GME NYSE

Warrants to Purchase Common Stock, par value $0.001 per share GME WS NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

At 5:00 p.m., New York City time, on October 30, 2026, the warrants to purchase shares of Class A common stock, par value $0.001 per share (“Common Stock”), of GameStop Corp. (the “Company”), previously distributed on October 7, 2025 to holders of record of the Common Stock and holders of the Company’s 0.00% Convertible Senior Notes due 2030 and 0.00% Convertible Senior Notes due 2032, will expire pursuant to their terms as provided in the Warrant Agreement, dated October 7, 2025, by and among the Company, Computershare Inc., and Computershare Trust Company, N.A. Each warrant is exercisable for one share of Common Stock at an exercise price of $32.00 in cash. Warrants not exercised by that time will expire worthless.

In connection with the foregoing expiration, the warrants will cease trading under the symbol “GME WS” on the New York Stock Exchange (the “NYSE”) before the markets open on October 30, 2026. Holders wishing to exercise their warrants should contact their broker (or, if their warrants are held in a registered account with the Company’s transfer agent, Computershare) sufficiently in advance of the expiration date to confirm applicable exercise instructions and deadlines. Brokers may impose earlier exercise deadlines.

As an accommodation to warrant holders, the Company will permit warrant holders to exercise their warrants using a Notice of Guaranteed Delivery for Exercise of Warrants (the “Notice”). The Notice does not extend the exercise deadline: warrant holders using the Notice must still submit the Notice and pay the $32.00 per warrant exercise price before 5:00 p.m., New York City time, on October 30, 2026, but will then have one additional business day, until 5:00 p.m., New York City time, on November 2, 2026, to deliver their warrants to Computershare. Please refer to the Notice for detailed instructions on its use. A copy of the Notice is attached hereto as Exhibit 99.2.

The NYSE confirmed with the Company that it intends to file a Form 25 with the Securities and Exchange Commission to effect the delisting of the warrants and the deregistration of the warrants under Section 12(b) of the Securities Exchange Act of 1934, as amended.

The Company’s Common Stock will continue to trade on the NYSE under the symbol “GME.”

On October 19, 2026, the Company issued a press release reminding holders of the upcoming October 30, 2026 expiration date of the warrants. A copy of the press release is attached hereto as Exhibit 99.1.

The foregoing description of the warrants is only a summary and is qualified in its entirety by reference to the Warrant Agreement incorporated by reference as Exhibit 4.1 to this Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

4.1 Warrant Agreement (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on October 7, 2025)

99.1 Press Release issued by GameStop Corp., dated October 19, 2026

99.2 Form of Notice of Guaranteed Delivery for Exercise of Warrants

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 19, 2026

By: /s/ Daniel Moore

Daniel Moore

Principal Financial and Accounting Officer

EX-99.1

Filename: pressrelease-warrantexpira.htm · Sequence: 2

Document

GameStop Reminds Holders of October 30, 2026 Warrant Expiration Date

October 19, 2026

GRAPEVINE, Texas – (BUSINESS WIRE) –– GameStop Corp. (NYSE: GME) (“GameStop” or the “Company”) today reminds holders that its warrants to purchase shares of Class A common stock (“Common Stock”) will expire at 5:00 p.m., New York City time, on October 30, 2026. Each warrant is exercisable for one share of Common Stock at an exercise price of $32.00 in cash. Warrants not exercised by that time will expire worthless.

As an accommodation to warrant holders who are unable to deliver their warrants by the expiration deadline, the Company will permit exercises using a Notice of Guaranteed Delivery. The Notice, together with payment of the $32.00 per warrant exercise price, must be received before 5:00 p.m., New York City time, on October 30, 2026, and the warrants must then be delivered by 5:00 p.m., New York City time, on November 2, 2026.

The Company’s Common Stock will continue to trade on the NYSE under the symbol “GME.”

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. These statements are based on GameStop’s current assumptions, expectations and beliefs and are subject to substantial risks, uncertainties and changes in circumstances that may cause actual results to differ materially, including market risks, trends and conditions. These and other risks are more fully described in GameStop’s filings with the Securities and Exchange Commission, including the “Risk Factors” sections of its Annual Report on Form 10-K for the fiscal year ended January 31, 2026 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended May 2, 2026 and August 1, 2026. Forward-looking statements speak only as of the date of this press release, and GameStop disclaims any obligation to update them.

Contacts

GameStop Corp. Investor Relations

(817) 424-2001

ir@gamestop.com

Source: GameStop Corp.

EX-99.2

Filename: noticeofguaranteeddelivery.htm · Sequence: 3

Document

Notice of Guaranteed Delivery for Exercise of Warrants of GameStop Corp.

(Not to be used for Signature Guarantees)

This Notice of Guaranteed Delivery is provided by GameStop Corp. (the “Company”) with respect to the Company’s outstanding Warrants (the “Warrants”) to purchase shares of the Company’s Class A common stock, $0.001 par value per share (the “Common Stock”), issued under the Warrant Agreement, dated as of October 7, 2025 (the “Warrant Agreement”), among the Company, Computershare Inc. and its affiliate, Computershare Trust Company N.A., as Warrant Agent (the “Warrant Agent”). Each Warrant entitles the holder thereof to purchase one share of Common Stock for a cash exercise price of $32.00 per Warrant.

The Warrants will expire and cease to be exercisable at 5:00 p.m. New York City time on October 30, 2026.

The Company is offering holders of Warrants the opportunity to use this Notice of Guaranteed Delivery if they are unable to deliver their Warrants in connection with an exercise on a timely basis before 5:00 p.m. New York City time on October 30, 2026.

This Notice of Guaranteed Delivery, or a form substantially equivalent hereto, must be used to exercise any Warrants if the holder is unable to deliver its Warrants in connection with an exercise on a timely basis before 5:00 p.m. New York City time on October 30, 2026. In addition to the payment of the exercise price of the Warrants ($32.00 per Warrant) in accordance with the Warrant Agreement, a fully and properly completed and executed Notice of Guaranteed Delivery must be delivered to the Warrant Agent at the address set forth below and must include a Guarantee by an “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, prior to 5:00 p.m. New York City time on October 30, 2026.

Computershare Trust Company N.A.

150 Royall Street

Canton, MA 02021

Attention: Client Services

The method of delivery of the Notice of Guaranteed Delivery is at the option and risk of the holder but, if mail is used, registered mail properly insured is suggested. Wire instructions are available at the Depository Trust Company or may be requested directly from the Warrant Agent.

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN ONE SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.

THIS NOTICE OF GUARANTEED DELIVERY TO COMPUTERSHARE TRUST COMPANY N.A. IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON AN ELECTION TO PURCHASE IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE ELECTION TO PURCHASE.

THE GUARANTEE INCLUDED HEREIN AS EXHIBIT A MUST BE COMPLETED.

EXHIBIT A

GUARANTEE

(Not to be used for signature guarantee)

The undersigned, a financial institution that is an “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees to deliver to the Warrant Agent the Warrants (i) to the addresses set forth above or (ii) pursuant to the procedure for book-entry transfer into the Warrant Agent’s account at The Depository Trust Company (DTC), the book-entry transfer facility, and any other documents required by the Warrant Agreement within one trading day after the date hereof. The financial institution understands that a properly completed and duly executed Notice of Guaranteed Delivery, in addition to the payment of the exercise price of the Warrants ($32.00 per Warrant) in accordance with the Warrant Agreement, must be in possession of the Warrant Agent prior to 5:00 p.m. New York City time on October 30, 2026.

The Eligible Institution that completes this form must communicate the guarantee to the Warrant Agent and must deliver the Warrants within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution.

Name of Firm:

Address:

Area Code and Tel. No:

(Authorized Signature)

Name

(Please type or print)

Title:

Number of Warrants subject to Guaranteed Delivery:

DTC Number of Firm or Clearing Agent:

Funds Submitted:

Dated:

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