Senior Convertible Notes

• 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
• If all notes are fully converted into shares, approximately 140 million shares will be issued at an approximate value of $30 per share
• These offerings of convertible notes have raised cash that may be used in accordance with GameStop's Investment Policy, or potentially acquisitions

GameStop raised $4.157 billion by selling special IOUs 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.

In the meantime, GameStop is generating additional interest income of its own and improving its profitability.