GameStop Corp. (Stock Code: ; Stock Name: ) disclosed on May 6, 2026, through a filing of a Form 425 with the U.S. Securities and Exchange Commission (SEC), that it has delivered a non-binding proposal to the board of directors of eBay, Inc. This proposal contemplates a potential acquisition involving GameStop’s purchase of all outstanding eBay common stock not already owned by GameStop.
GameStop currently directly beneficially owns 25,000 shares of eBay common stock. It has also entered into a series of American-style put/call option transactions, expiring on February 23, 2028, that provide economic exposure to an additional 23,176,000 shares of eBay common stock. GameStop’s delivery of this non-binding proposal occurred on May 3, 2026.
1. Basic Information of the Announcement
This disclosure was made on a Form 425 submitted to the SEC. GameStop Corp. (the “Company”), which currently holds a beneficial interest in eBay shares, announced that it has proposed a transaction to acquire eBay. The filing date of this Form 425 is May 6, 2026, and it focuses on a potential business combination between the two entities.
2. Transaction Overview
The transaction described is a proposed acquisition whereby GameStop aims to acquire all outstanding common shares of eBay, other than those currently owned by GameStop, at a price of US$125 per share. The proposed consideration comprises a combination of cash and GameStop common stock.
3. Key Transaction Terms
• Consideration: eBay shareholders are to receive US$125 per share, paid partly in cash and partly in shares of GameStop common stock. • Conditions: The put/call option transactions are intended to be settled in cash until all applicable requirements under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), are satisfied. Following the satisfaction of the HSR Act condition, these options may be settled in either cash or eBay common stock at the option of the exercising party. • Transaction Stage: This offer remains a non-binding proposal and is subject to further negotiation, regulatory approvals, and applicable shareholder consents, as laid out in the announcement. • Expected Timeline: While no specific closing date has been provided, it is intended that the required regulatory filings, any waiting periods, and corporate approvals be pursued in accordance with applicable SEC rules.
4. Company Statements and Forward-Looking Statements
In the announcement, GameStop emphasizes that its proposal to acquire eBay serves to combine both companies’ capabilities in a way that could enhance their businesses. GameStop further notes that the transaction remains subject to various preconditions, including regulatory approval and shareholder consent.
The filing contains forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. These statements include, but are not limited to, references to the potential benefits of the proposed acquisition, expected cost reductions, operational synergies, financing arrangements, and anticipated regulatory and shareholder approvals. GameStop cautions that actual results may differ materially from these statements due to uncertainties such as market conditions, integration risks, and the potential failure to finalize a definitive agreement.
5. Additional Disclosures
The Form 425 notes that any definitive proxy statement(s) or prospectus related to the proposed acquisition, if and when filed, will be made available via the SEC’s official website (http://www.sec.gov), and also on the Company’s website (https://investor.gamestop.com/). Investors and security holders are urged to read all such filings carefully in their entirety, as they will contain important information about the proposed transaction. According to the disclosure, GameStop and certain of its executive officers and directors may be considered participants in a possible solicitation of proxies in connection with the potential transaction.