GameStop has amended its previously announced exchange agreements covering approximately $1.4 billion of convertible senior notes, replacing a portion of the transaction’s planned stock consideration with approximately $358.4 million of cash.
The exchange involves holders of GameStop’s 0% Convertible Senior Notes due 2030 and 0% Convertible Senior Notes due 2032.
Approximately $1.4 billion of aggregate principal amount will be exchanged and canceled when the transaction closes.
Under the original structure, the full exchange consideration was expected to be settled in GameStop Class A common stock.
The number of shares was partially tied to the volume-weighted average share price during a 35-trading-day reference period that began August 3.
GameStop has now terminated the remaining portion of that reference period.
Consideration associated with the elapsed portion will continue to be paid in shares, but the rest will be settled in cash based on trading prices from the last trading day before the amendments.
Existing noteholders are now expected to receive approximately 55.5 million GameStop shares, representing roughly 73% of the amended exchange consideration.
Another approximately $358.4 million, or 27%, will be paid in cash from GameStop’s cash on hand.
By making the amendment, GameStop has fixed the total number of shares issuable in the transaction and said no additional shares will be issued for the exchange beyond that amount.
After closing, approximately $1.1 billion of 2030 notes and $1.7 billion of 2032 notes will remain outstanding, leaving roughly $2.8 billion of the two convertible note series still on GameStop’s balance sheet.
The amended exchange is expected to close around September 3, 2026, subject to customary closing conditions.
The amendment reduces the equity component of the exchange compared with the initial structure while using a portion of GameStop’s available cash to prevent further share issuance under the transaction.
