44 paragraphs in Risk Factors of the 10-K filed Mar 24, 2026
with nothing like them in the 10-K filed Mar 25, 2025. Quoted exactly.
Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 31 Crypto companies:
a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it.
A paragraph most of them have is marked boilerplate. No line means no other company has one like it.
This counts text; it does not say how serious a risk is.
Our success in meeting strategic objectives can depend on our performance in evaluating and executing on acquisitions and other control transactions.
As part of our corporate strategy and growth plans, in the ordinary course of business, we seek out, review and consider potential acquisitions and other control transactions, some of which may be significant in size. There can be no assurances, however, that we will be able to successfully identify suitable candidates for any such transactions, negotiate or otherwise come to an agreement for any such transaction on terms acceptable to the Company, obtain financing on terms acceptable to the Company or at all, receive any domestic or international antitrust, competition or other regulatory approvals necessary for any such transaction or otherwise be able to satisfy all conditions to the closing of (or otherwise consummate), any such transaction, successfully integrate any acquired businesses and/or otherwise realize any anticipated synergies or other benefits therefrom, or that the financial performance of any such acquired business will be consistent with the Company’s expectations.
Acquisitions and other control transactions involve significant risks and uncertainties, including difficulties in the integration of the operations, systems, and personnel of the acquired companies and the diversion of management’s attention from other business concerns. Although our management will endeavor to evaluate the risks inherent in any particular transaction, there are no assurances that we will properly ascertain all such risks. Acquisitions may involve significant cash expenditures, debt incurrences, equity issuances, and expenses. Difficulties encountered with acquisitions may have a material adverse effect on our business, financial condition, and results of operations.
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The Bitcoin markets have historically experienced significant volatility in price, limited liquidity and trading volumes, relative anonymity, potential susceptibility to market abuse and manipulation, compliance and internal control failures at exchanges and other risks inherent in its entirely electronic, virtual form and decentralized network. Our Bitcoin holdings could significantly impact our financial results and the market price of our listed securities. Our Bitcoin strategy has not
Similar paragraph at 3 of 31 other Crypto companies:
ASST,
DJT,
MSTR
We have in the past, and may in the future, enter into derivative transactions, including over-the-counter ("OTC") swaps and options on digital and other assets. The terms of these OTC derivatives are bilaterally negotiated with financial institution counterparties and expose the Company to credit-related losses in the event of nonperformance by these counterparties. The credit risk exposure generally consists of the mark-to-market value ("MtM") constituting unrealized gains under such transactions.
To mitigate against the risk of this exposure, these agreements typically include a feature requiring the party that is out-of-the-money (on the basis of the MtM of the transactions), whether the Company or the derivative counterparty, to pledge collateral for all or some portion of the MtM of outstanding derivatives. In certain circumstances, the pledged collateral may be contractually permitted to be rehypothecated, repledged, used and/or commingled by the counterparty. The ability to commingle or rehypothecate may obscure legal title to the underlying collateral, particularly in the case of pledged digital assets. If the custodian of our collateral becomes subject to bankruptcy or liquidation proceedings, our ability to reclaim such collateral may be subject to competing claims from other creditors. In addition, if our transactions are early terminated or unwound following an event of default or termination event, including one resulting from the insolvency of a counterparty, our claim for any termination value against such counterparty will be a general unsecured claim to the extent not covered by the value of the collateral pledged to the Company. In such instances, any remaining claim will be subject to the claims of competing creditors. If we acquire U.S. Dollar-denominated stablecoins, we may be exposed to certain risks associated with such stablecoins.
Read in the 10-K ↗
A significant portion of revenue and profit in our collectibles product category is generated from the sale of trading cards, including Pokemon trading cards. A decline in the popularity of these collectibles could adversely impact our operating income.
A significant portion of revenue in our collectibles product category is generated from the sale of trading cards, including Pokemon trading cards. The market for these collectibles is in turn affected by the popularity and market value of various trading card releases. The popularity of various trading card releases can vary due to a number of factors, most of which are outside our control, including perceived scarcity or lack of scarcity, changes in consumer confidence and trends and their impact on disposable income, trading card prices, interest rates and other general economic conditions. A decline in the popularity of these products could have a material and adverse impact on our operating income.
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We may incorporate artificial intelligence into workflows and processes, including customer-facing and operation activities, and challenges with properly managing its use could result in reputational harm, competitive harm and legal liability, and adversely affect our results of operations.
We may begin using artificial intelligence and machine learning technologies (“AI”) to enhance certain workflows and processes used in our business, including certain customer-facing and operational activities. AI is still in its early stages, and the introduction and incorporation of AI technologies may result in unintended consequences or other new or expanded risks and liabilities. If the content, analyses or recommendations that AI applications assist in producing are, or are alleged to be, deficient, inaccurate or biased, such as due to limitations in AI algorithms, insufficient or biased base data or flawed training methodologies, our business, financial condition, results of operations and reputation may be adversely affected. In addition, if AI tools used in connection with our manufacturing and operations do not perform as intended, such tools could adversely affect our business and results of operations. Also, our competitors or other third parties may incorporate AI into their products and services more quickly or more successfully than we do, which could impair our ability to compete effectively and adversely affect our results of operations.
Similar paragraph at 1 of 31 other Crypto companies:
MSTRIf our use of artificial intelligence becomes controversial, we may experience brand or reputational harm, competitive harm, or legal liability. There is uncertainty in the legal and regulatory landscape for AI, which is not fully developed, and any laws, regulations or industry standards adopted in response to the emergence of AI may be burdensome, could entail significant costs, and may restrict or impede our ability to successfully develop, adopt and deploy AI technologies efficiently and effectively.
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We are highly dependent on the services of the Company’s Chairman of the Board and Chief Executive Officer, Ryan Cohen.
Similar paragraph at 3 of 31 other Crypto companies:
FWDI,
SUIG,
XXIWe are highly dependent on the services of Ryan Cohen, the Company’s Chairman of the Board, Chief Executive Officer and as of January 31, 2026, largest stockholder. On January 7, 2026, we filed a Form 8-K with the U.S. Securities and Exchange Commission disclosing the grant on January 6, 2026, of a 100% performance-based nonqualified stock option award (the “CEO Performance Award”) to Mr. Cohen, subject to approval at a meeting of the Company’s stockholders, and stating our plan to seek stockholder approval of the CEO Performance Award. Other than the provision of executive security services in accordance with the independently-assessed executive security program established by our Board, Mr. Cohen has not received compensation for his services to GameStop since he was appointed to the Board and later as our Chief Executive Officer and Chairman. The Board recognizes that Mr. Cohen's existing equity stake aligns his baseline economic interests with our shareholders. However, executing our strategy requires an absolute prioritization of Mr. Cohen's time, focus and strategic bandwidth. Even after giving effect to the CEO Performance Award, Mr. Cohen will receive zero base salary, zero cash bonuses and zero time-vested equity. The CEO Performance Award is designed to incentivize Mr. Cohen to prioritize the Company's execution above his other opportunities, rewarding him only if he delivers sustained, measurable increases in intrinsic value for our shareholders. If the CEO Performance Award is not approved or GameStop is unable to adequately incentivize Mr. Cohen to maintain his focus and priorities on GameStop, the Company's ability to execute on its strategy and achieve its growth goals may be adversely impacted.
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The CEO Performance Award, if and to the extent the Options become vested and are exercised, would result in dilution to stockholders, in respect of both voting and economics, and could impact the price of GameStop’s common stock.
If any or all performance hurdles specified in the CEO Performance Award are achieved and any tranches of Options earned and vested thereunder are exercised, Mr. Cohen will receive the right to vote such shares issued in connection with the exercise. Given the magnitude of the award necessary to incentivize Mr. Cohen’s performance, commensurate with the magnitude of the hurdles underlying the CEO Performance Award, if achieved, this would result in dilution of stockholders’ voting power or economic rights and may result in the creation or entrenchment of voting positions that could meaningfully influence the direction of GameStop. If Mr. Cohen were to sell a large portion of his shares, following the required holding periods, it may further impact the share price of GameStop’s common stock. If achieved and exercised in full, the CEO Performance Award would result in Mr. Cohen acquiring a significant number of additional shares, thereby increasing his existing voting power and influence over the direction of GameStop’s future growth. Mr. Cohen could have the ability to meaningfully influence the outcome of corporate actions requiring stockholder approval, including the election of directors, the results of any proposals related to our governing documents, any merger, consolidation or sale of all or substantially all of our assets, or any other significant corporate transaction.
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We have incurred substantial indebtedness that may decrease our business flexibility, access to capital, and/or increase our borrowing costs, and we may still incur substantially more debt, which may adversely affect our operations and financial results.
In April 2025, we issued $1.5 billion aggregate principal amount of 0.00% Convertible Senior Notes due 2030 (the "Convertible 2030 Notes"). On June 17, 2025, we completed a private offering of $2,250.0 million aggregate principal amount of 0.00% Convertible Senior Notes due 2032 (the "Convertible 2032 Notes" and, collectively with the Convertible
2030 Notes, the "Convertible Notes"). As of January 31, 2026, we had $4.2 billion outstanding aggregate principal amount of Convertible Notes. Our indebtedness may limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions or other general business purposes, limit our ability to use our cash flow or obtain additional financing for future working capital, capital expenditures, acquisitions or other general business purposes, require us to use a substantial portion of our cash flow from operations to make debt service payments, limit our flexibility to plan for, or react to, changes in our business and industry, place us at a competitive disadvantage compared to our less leveraged competitors and increase our vulnerability to the impact of adverse economic and industry conditions.
Similar paragraph at 1 of 31 other Crypto companies:
NAKAThe Convertible Notes are our obligations only, and substantially all of our operations are conducted through, and a portion of our consolidated assets are held by, our subsidiaries.
The Convertible Notes are our obligations exclusively and are not guaranteed by any of our operating subsidiaries. Substantially all of our operations are conducted through, and a portion of our consolidated assets are held by, our subsidiaries. Accordingly,our ability to service our debt, including the Convertible Notes, depends in part on the results of operations of our subsidiaries and upon the ability of such subsidiaries to provide us with cash, whether in the form of dividends, loans or otherwise, to pay amounts due on our obligations, including the Convertible Notes. Our subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to make payments on the Convertible Notes or to make any funds available for that purpose. In addition, dividends, loans or other distributions to us from such subsidiaries may be subject to contractual and other restrictions, including the agreements governing the French Term Loans which limit dividends, loans or other distributions from our subsidiary Micromania, and are subject to other business considerations.
Servicing the Convertible Notes requires a significant amount of cash, and we may not have sufficient cash flow from our business to make such payments, and we may incur additional indebtedness in the future.
Our ability to make scheduled payments of the principal of, to pay special interest, if any, on or to refinance the Convertible Notes, depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control. Our business may not continue to generate cash flow from operations in the future sufficient to service the Convertible Notes and make necessary capital expenditures. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional debt or equity capital on terms that may be onerous or highly dilutive. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our obligations under the Convertible Notes.
Similar paragraph at 3 of 31 other Crypto companies:
CIFR,
GLXY,
XXIIn addition, we and our subsidiaries may be able to incur substantial additional debt in the future, subject to the restrictions contained in any future debt instruments that we may enter into, which may include secured debt. We are not restricted under the terms of the indentures that govern the Convertible Notes from incurring additional debt, securing future debt, recapitalizing future debt or taking a number of other actions that are not limited by the terms of the indentures that govern the Convertible Notes, which could have the effect of diminishing our ability to make payments on the Convertible Notes when due.
We may not have the ability to raise the funds necessary to settle conversions of the Convertible Notes in cash or to repurchase the Convertible Notes for cash on the applicable repurchase date or upon a fundamental change, and our future debt may contain limitations on our ability to pay cash upon conversion or repurchase of the Convertible Notes.
Similar paragraph at 4 of 31 other Crypto companies:
CIFR,
DJT,
MSTR,
XXIHolders of each of the Convertible 2030 Notes and the Convertible 2032 Notes have the right to require us to repurchase all or any portion of their Convertible Notes on April 3, 2028 and December 15, 2028, respectively. In addition, subject to certain conditions and limited exceptions, holders of the Convertible notes have the right to require us to repurchase all or any portion of their Convertible Notes upon the occurrence of a fundamental change, in each case, at a repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid special interest, if any, to, but excluding, the applicable repurchase date. In addition, upon any conversion of the Convertible Notes, unless we elect to deliver solely shares of our Class A common stock to settle such conversion (other than paying cash in lieu of delivering any fractional share), we will be required to make cash payments in respect of the Convertible Notes being converted. However, we may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of the Convertible Notes surrendered therefor or pay cash with respect to the Convertible Notes being converted. In addition, our ability to repurchase the Convertible Notes or to pay cash upon conversions of the Convertible Notes may be limited by law, by regulatory authority or by agreements governing our future indebtedness. Our failure to repurchase the Convertible Notes at a time when the repurchase is required by the applicable indenture or to pay any cash payable on future conversions of the Convertible Notes as required by the applicable indenture would constitute a default under the applicable indenture. A default under one or both of the indentures or the
Similar paragraph at 2 of 31 other Crypto companies:
DJT,
MSTRfundamental change itself could also lead to a default under agreements governing our future indebtedness. If the repayment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and repurchase the Convertible Notes or make cash payments upon conversions thereof.
Similar paragraph at 1 of 31 other Crypto companies:
CIFRThe conditional conversion feature of each series of the Convertible Notes, if triggered, may adversely affect our financial condition and operating results.
In the event the conditional conversion feature of a series of the Convertible Notes is triggered, holders of such series of the Convertible Notes will be entitled to convert their Convertible Notes at any time during specified periods at their option. If one or more holders of a series of Convertible Notes elects to convert their Convertible Notes, unless we elect to satisfy our conversion obligation by delivering solely shares of our Class A common stock (other than paying cash in lieu of delivering any fractional share), we would be required to settle a portion or all of our conversion obligation through the payment of cash, which could adversely affect our liquidity. In addition, even if holders of a series of Convertible Notes do not elect to convert their Convertible Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of such Convertible Notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.
Similar paragraph at 3 of 31 other Crypto companies:
CIFR,
DJT,
MSTRConversion of the Convertible Notes may dilute the ownership interest of our stockholders or may otherwise depress the price of our Class A common stock.
The conversion of some or all of the Convertible Notes may dilute the ownership interests of our stockholders. Upon conversion of the Convertible Notes, we have the option to pay or deliver, as the case may be, cash, shares of our Class A common stock, or a combination of cash and shares of our Class A common stock. If we elect to settle our conversion obligation in shares of our Class A common stock or a combination of cash and shares of our Class A common stock, any sales in the public market of our Class A common stock issuable upon such conversion could adversely affect prevailing market price of our Class A common stock. In addition, the existence of the Convertible Notes may encourage short selling by market participants because the conversion of the Convertible Notes could be used to satisfy short positions, or anticipated conversion of the Convertible Notes into shares of our Class A common stock could depress the price of our Class A common stock.
Similar paragraph at 2 of 31 other Crypto companies:
MSTR,
XXICertain provisions in the indentures that govern the Convertible Notes may delay or prevent an otherwise beneficial takeover attempt of us.
Certain provisions in the indentures that govern the Convertible Notes may make it more difficult or expensive for a third party to acquire us. For example, the indentures that governs the Convertible Notes will require us to repurchase the Convertible Notes for cash upon the occurrence of a fundamental change and, in certain circumstances, to increase the conversion rate for a holder that converts its Convertible Notes in connection with a make-whole fundamental change. A takeover of us may trigger the requirement that we repurchase the Convertible Notes and/or increase the conversion rate, which could make it more costly for a potential acquirer to engage in such takeover. Such additional costs may have the effect of delaying or preventing a takeover of us that would otherwise be beneficial to investors.
The issuance of Common Stock upon the exercise of the Warrants may depress our stock price.
Similar paragraph at 3 of 31 other Crypto companies:
LITS,
MARA,
NAKASubject to the adjustment provisions of the Warrant Agreement, if all Warrants distributed in the warrant distribution are exercised, we would issue 59,153,963 shares of Common Stock, which would be an approximately 13% increase from our number of shares outstanding, as of January 31, 2026. The issuance of such additional shares of Common Stock upon exercise of the Warrants, and the resale of such shares on the open market after their issuance, or the perception that such sales could occur, could result in significant downward pressure on our stock price.
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1 more
Without the consent of any holder of any Warrants, we may issue additional warrants with the same terms as the Warrants distributed on October 7, 2025, which additional warrants will, subject to the foregoing, be considered to be part of the same series of, and rank equally and ratably with all other, Warrants issued under the Warrant Agreement. We may issue such additional warrants through a sale or another distribution to holders of our Common Stock and other holders of our securities such as Convertible Notes and the Warrants. The issuance, sale or distribution of substantial amounts of such additional warrants, or the perception that such issuances, sale or distribution may occur, could adversely affect the trading price of the Warrants and the market price of our Common Stock.
Hedging arrangements relating to the Warrants may affect the value and volatility of our Common Stock or other securities of ours.
In order to hedge their financial positions, holders of the Warrants may enter into hedging transactions with respect to our Common Stock or other securities of ours, may unwind or adjust hedging transactions and may purchase or sell large blocks of our Common Stock or other securities of ours in one or more market transactions. The effect, if any, of these activities on the trading price of our Common Stock or such other securities will depend in part on market conditions and cannot be known in advance, but any of these activities could adversely affect the value and price volatility of our Common Stock or such other securities.
Exercising the Warrants is a risky investment and you may not be able to recover the value of your investment in the Common Stock received upon exercise of the Warrants. You should be prepared to sustain a loss of the exercise price of your Warrants.
Similar paragraph at 1 of 31 other Crypto companies:
DJTIn order for you to recover the value of your investment in the shares of Common Stock received upon exercise of the Warrant exercise price, the value per share of Common Stock must be more than the strike price of the Warrants. If the value of the shares of Common Stock you receive upon exercise of a Warrant is lower than the amount you pay to the exercise such Warrant, or subsequent to the exercise of a Warrant there is a drop in our stock price, you could sustain a financial or other loss from exercising such Warrant. We cannot assure you that the value per share of our Common Stock will not fluctuate or decline significantly below the strike price in the future, in which case you could incur substantial losses.
The Warrants do not automatically exercise, and any Warrant you do not exercise prior to the Expiration Date will lose all financial value.
Your Warrants do not automatically exercise, even if the price per share of our Common Stock is at or above the strike price of the Warrants. You are entitled to exercise the full number of Warrants you hold or any portion thereof. Any Warrant held by you that are not exercised (including due to your failure to pay the Warrant exercise price when due) during the period prior to expiration of the Warrant will expire unexercised, meaning the Warrants will no longer exist, and you will also not receive any shares of our Common Stock nor other value in connection with such Warrants.
In general, holders of the Warrants will not be entitled to any of the rights of holders of our Common Stock.
Similar paragraph at 1 of 31 other Crypto companies:
XXIIn general, Holders of the Warrants will not be entitled to any rights with respect to our Common Stock, including, without limitation, voting rights and rights to receive any dividends or other distributions on our Common Stock, but holders of the Warrants will be subject to all changes affecting our Common Stock.
Similar paragraph at 3 of 31 other Crypto companies:
ASST,
MSTR,
XXIIn general, you will have rights with respect to our Common Stock only if you receive our Common Stock upon exercising the Warrants for cash and only as of the date when you become a record owner of the shares of our Common Stock upon such exercise. For example, if an amendment is proposed to our charter or bylaws requiring stockholder approval and the record date for determining the stockholders of record entitled to vote on the amendment occurs prior to the date you are deemed to be the owner of the shares of our Common Stock due upon exercise of your Warrants, you will not be entitled to vote on the amendment, although you will nevertheless be subject to any changes in the powers, preferences or special rights of our Common Stock. However, there may be circumstances in which Holders of the Warrants participate, at the same time and upon the same terms as holders of our Common Stock, without having to exercise their Warrants, as if they held a number of shares of our Common Stock equal to the Warrant Exercise Rate per Warrant, as described in the “Description of the Warrants-Adjustment and Amendment Provisions-Adjustments to Strike Price, Warrant Exercise Rate and Warrant Exercise Price” below.
Similar paragraph at 2 of 31 other Crypto companies:
MSTR,
XXI
New in the latest 10-Q
30 paragraphs in the 10-Q filed Sep 9, 2026 with nothing like
them in the 10-Q filed Jun 11, 2026 (at least half the words must differ; new numbers alone do not count).
Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
The Put/Call Pairs were measured at fair value each reporting period, with changes in fair value recognized in Gain on derivative asset, net within the Company's condensed consolidated statements of operations as a component of non-operating income.
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During the second quarter of fiscal 2026, the Company exercised all of the Put/Call Pairs and acquired direct beneficial ownership of the underlying shares of eBay Common Stock. Upon settlement, the Company derecognized the derivative asset and related collateral pledged under the Master Agreement and recognized an Equity investment on its condensed consolidated balance sheets.
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The Equity investment has a readily determinable fair value and is classified as a Level 1 asset within the Accounting Standards Codification ("ASC") 820 fair value hierarchy. The investment is measured at fair value each reporting period, with changes in fair
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value recognized in Unrealized gain (loss) on equity investment within the condensed consolidated statements of operations in accordance with ASC 321.
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During the second quarter of fiscal 2026, we revised the significant product categories used to disaggregate Net sales to Collectibles, Pre-Owned and Refurbished, and Video Games. The significant categories previously used to disaggregate Net sales were Hardware and accessories, Software, and Collectibles. The revised categories reflect changes in the composition of our business and align the disclosure with how management currently evaluates sales performance. Consumer engagement has shifted toward collectibles and trading cards, which now represent our largest product category. Our pre-owned and refurbished products - sourced primarily through customer trade-ins and including products we repair or refurbish prior to resale - carry economics distinct from sales of new product, and were previously presented within two separate categories. In addition, an increasing proportion of software spending is fulfilled through digital delivery channels, which has narrowed the distinction between the previous Hardware and accessories and Software categories. The change in presentation had no effect on total Net sales, results of operations, financial position, or reportable segments. Prior period amounts have been recast to conform to the current period presentation.
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(1) Includes new and pre-owned trading cards and other collectible products; action figures, statues, replicas and other figures; apparel; plush, board games, building sets, and other toys; home goods; and other retail products for collectors and enthusiasts of gaming, entertainment and pop culture; and fees earned from facilitating the submission of customers' trading cards to a third-party authentication and grading service. Collectible products are classified in this category based on the nature of the product, irrespective of whether the product is new or pre-owned.
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(2) Includes new video game hardware, accessories, and software (both physical and digital); digital currency, including platform points and gift cards redeemable for digital games and content; PC gaming products; and extended product warranties sold on new products.
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(3) Includes pre-owned and refurbished video game hardware, physical video game software, accessories, and consumer electronics, acquired primarily through our customer trade-in programs and extended product warranties sold on pre-owned products. This category excludes pre-owned collectible products, which are included in Collectibles.
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Members whose membership purchase or renewal date is on or after July 15, 2026 no longer accumulate points through their
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(7) Recognized as "Equity investment" on our condensed consolidated balance sheet. Represents the settlement-date fair value of shares received upon exercise of the Put/Call Pairs (cash paid of $3,955.2 million plus the fair value of the derivative asset derecognized upon settlement) plus the cost of shares acquired through open-market purchases. Cumulative gains recognized on the Put/Call Pairs prior to settlement were recognized in Gain on derivative asset, net.
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During the first quarter of fiscal 2025, management approved a plan to divest the Company’s operations in Canada and France.
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On July 15, 2026, the Company exercised all outstanding Put/Call Pairs and acquired direct beneficial ownership of 39,046,658 shares of eBay Common Stock for aggregate cash consideration of $ 3,955.2 million, reflecting an average strike price of $ 101.30 per share. Upon settlement, the Company derecognized the derivative asset and recognized the shares received at their settlement-date fair value of $ 4,402.9 million, comprising the cash paid upon exercise and the $ 447.7 million fair value of the
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derivative asset derecognized. The $ 983.3 million of cash collateral previously pledged under the Master Agreement was returned to the Company upon settlement. During the six months ended August 1, 2026, the Company recognized $ 40.1 million of transaction costs and $ 1.2 million of execution fees associated with the Put/Call Pairs within Gain on derivative asset, net.
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In addition, the Company acquired 4,343,725 shares of eBay Common Stock through open-market purchases for aggregate cash consideration of $ 472.3 million, or an average of $ 108.73 per share.
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As of August 1, 2026, the Company beneficially owned an aggregate of 43,390,383 shares of eBay Common Stock, representing approximately 9.8 % of the outstanding eBay Common Stock, with a fair value of approximately $ 4.9 billion. The investment is classified as a noncurrent Equity investment on the condensed consolidated balance sheets, reflecting management's intent to hold the investment on a long-term basis.
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The following table presents the Company's total aggregate cost basis in the eBay Common Stock, which reflects the cash paid to acquire the shares, and its relationship to the fair value of the investment as of August 1, 2026:
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Of the $ 560.6 million of cumulative appreciation over cost basis, $ 488.9 million was recognized in Gain on derivative asset, net, as changes in the fair value of the Put/Call Pairs prior to and upon settlement (before $ 54.2 million of related fees and transaction costs recognized in the same line), and $ 72.1 million was recognized in Unrealized gain on equity investment following settlement. Cost basis is a supplemental measure and differs from the carrying value of the Equity investment, which is measured at fair value with changes recognized in earnings.
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As of August 1, 2026, the Company had not repurchased any of its shares of Class A common stock under the program.
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On August 2, 2026, the Company entered into (i) privately negotiated exchange agreements (the “2030 Notes Exchange Agreements”) with a limited number of existing holders (the “2030 Existing Noteholders”) of its 2030 Notes, and (ii) privately negotiated exchange agreements (the “2032 Notes Exchange Agreements” and, together with the 2030 Notes Exchange Agreements, the “Exchange Agreements”) with a limited number of existing holders (the “2032 Existing Noteholders” and, together with the 2030 Existing Noteholders, the “Existing Noteholders”) of its 2032 Notes, in each case relating to the exchange
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(the “Exchange”) of such 2030 Notes and 2032 Notes held by the Existing Noteholders for shares of the Company’s Class A common stock. Pursuant to the Exchange Agreements, the Company agreed to exchange approximately (i) $ 400 million aggregate principal amount of the outstanding 2030 Notes, and (ii) $ 1.0 billion aggregate principal amount of the outstanding 2032 Notes (collectively, the “Exchange Notes”) held by the Existing Noteholders.
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On August 31, 2026, the Company entered into amendments to each of the Exchange Agreements (the “Amendments”). As originally structured, the Exchange was to be settled entirely in shares of Class A common stock, with the number of shares based in part on the volume-weighted average price of the Class A common stock over a 35 trading day reference period that began on August 3, 2026 (the “Reference Period”). As amended, the remainder of the Reference Period is terminated. Consideration attributable to the elapsed portion of the Reference Period will still be settled in shares, and the remaining consideration will be settled in cash, in an amount based on trading prices on the last trading day prior to the Amendments. The Exchange closed on September 3, 2026. In total, the Existing Noteholders received in the aggregate approximately 55.5 million shares of Class A common stock and approximately $ 358.4 million in cash.
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GameStop expects to recognize a non-cash charge in connection with the Exchange.
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We converted our previously disclosed derivative position related to eBay Inc. ("eBay") into a direct equity investment, resulting in a decrease in cash, cash equivalents, and marketable securities. As of August 1, 2026, we held approximately 43.4 million shares of eBay common stock, par value $0.001 per share ("eBay Common Stock") with a fair value of approximately $4.9 billion. We also recorded a $75.0 million loss on Digital assets and related receivables during this quarter, reflecting a decline in the market price of Bitcoin.
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Consistent with our international streamlining efforts, we completed the divestiture of our operations in France.
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Beginning in the second quarter of fiscal 2026, we present Net sales in three revised product categories - Collectibles, Pre-Owned and Refurbished, and Video Games - to align with how management evaluates the business. Prior period amounts have been recast to conform to the current presentation. See Note 3, "Revenue."
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During the three and six months ended August 1, 2026, we recognized Gain on derivative asset, net of $166.3 million and $434.7 million, respectively. There were no comparable amounts in the prior year periods.
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On July 7, 2026, GameStop shareholders approved an amendment to the Company’s certificate of incorporation, increasing the number of authorized shares of Class A common stock from 1.0 billion to 2.5 billion.
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Cash used in investing activities during the six months ended August 2, 2025 was primarily due to the purchase of digital assets in the second quarter of fiscal 2025.
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All Put/Call Pairs were exercised and settled during the second quarter of fiscal 2026, and no Derivative asset remained on the Company's condensed consolidated balance sheets as of August 1, 2026. During the three and six months ended August 1,
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Share sales and buybacks
During the second quarter of fiscal 2026, the Board approved a new discretionary $2.0 billion share repurchase authorization, replacing the previous authorization. The new share authorization expires on June 2, 2029. No shares of our Class A common stock were repurchased during the three months ended August 1, 2026, and the full $2.0 billion remained available under the authorization as of August 1, 2026.
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Sep 9, 2026 against Item 1A of the 10-K filed Mar 24, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
Added10-Q 2026-09-09 vs 10-K 2026-03-24
In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors disclosed in the section entitled "Risk Factors" in Part I, Item 1A in our 2025 Annual Report on Form 10-K, and the other reports that we have filed with the SEC. Any of the risks discussed in such reports, as well as additional risks and uncertainties not currently known to us or that we currently deem immaterial, could materially and adversely affect our results of operations, financial condition or prospects. During the period covered by this Quarterly Report on Form 10-Q, there have been no material changes in our risk factors as previously disclosed.
Read it in the 10-Q at sec.gov ↗
