Convertible Senior Notes
GameStop completed 2 private offerings of convertible senior notes, raising over $4 billion
- GameStop completed 2 private offerings of convertible senior notes, raising over $4 billion
- April 1, 2025: GameStop completed its previously announced private offering, raising a total of $1.48 billion.
- June 17, 2025: GameStop completed the second note offering, raising $2.23 billion. Per the terms of the offering, GameStop raised an additional $0.447 billion on June 23.
- These notes pay zero interest, and can be converted into GME stock under certain conditions
- The maturity of these notes are between 5 and 7 years
- These offerings of convertible notes have raised cash that may be used in accordance with GameStop's Investment Strategy, or potentially acquisitions
GameStop raised $4.157 billion by selling special debt instruments called convertible notes to big investors ("qualified institutional buyers" or "QIBs"). The identity of these investors is not known publicly (hence "private offering").
These notes don’t pay interest; GameStop is essentially borrowing money with an interest rate of 0%. The investors get the option later to turn the notes into shares if the stock price rises above roughly $30 (and stays above that price for a period of time). If that happens, new shares would be created, increasing GameStop's total shares outstanding. If not, GameStop can repay the money in cash instead.
“They only convert at a premium. We've done these convertible notes at a 30% plus premium. And essentially we’re borrowing money at 0%. We're giving a conversion right at 30% plus. So, if someone’s willing to lend you money at 0% then it’d be foolish not to take that money, as long as we don’t do something stupid with it.”
The convertible notes represent the largest portion of GameStop's liabilities, listed as long-term debt.
On August 3, 2026, GameStop announced a private exchange of $1.4 billion of convertible senior notes for equity -- eliminating $1.4 billion in note debt by issuing shares to the private holders.
On August 31, 2026, GameStop announced that in exchange for the elimination of $1.4 billion of note debt, existing noteholders will receive approximately 55.5 million shares of common stock (at a conversion value of approximately $18.77 per share) as well as $358.4 million in cash. As of the completion of this exchange for equity, approximately $2.8 billion in aggregate note debt will remain outstanding.
Comparison of GameStop's note offerings to other similar offerings from other companies
