GameStop stopped the conversion clock. The rest is a $358 million check.

GameStop was going to pay this bill in stock.

On August 2 it agreed to swap about $1.4 billion of zero-coupon convertible notes for Class A shares, with the share count still moving with a 35-trading-day volume-weighted average that had started on August 3. The company said then that the exchange would retire the debt without using cash. Close was pointed at September 23.

On August 31 it cut that clock. The rest of the reference period is over. The elapsed days still settle in stock. The leftover consideration settles in cash, using trading prices from the last session before the amendments. Holders get about 55.5 million shares — about 73 percent of the amended package — and about $358.4 million in cash, about 27 percent. Item 1.01 prints that $358.4 million. Cash on hand is in the furnished exchange release. That release says the company expects to fund it from cash on hand.

That is the news. It is not an earnings recap.

What changed in the exchange

The original deal, in the August 2 8-K, was specific. GameStop would exchange about $400 million principal of 0.00% converts due 2030 and about $1.0 billion of 0.00% converts due 2032. No cash proceeds come in. After close, about $1.1 billion of 2030 notes and about $1.7 billion of 2032 notes would still be out. Either side could walk if close had not happened by September 30.

August 31 does not change how much principal comes off. It changes how holders get paid, and when.

The 8-K under Item 1.01 prints the 55.5 million shares, the $358.4 million, and the 73 / 27 split. The furnished Exhibit 99.2 is the one that says the cash settlement “has fixed the total number of shares issuable in respect of the Exchange” and that “no additional shares are issuable.” Close is now expected on or about September 3, subject to customary conditions — about three weeks earlier than the first date.

The new shares are a private placement under Section 4(a)(2). Each participating holder has to be an institutional accredited investor and a qualified institutional buyer. That is Item 3.02, same as August 2.

A June 5 count is the last outstanding figure on a filed 10-Q cover: 448,691,257 Class A shares. About 55.5 million new shares would be roughly 12 percent of that June number. That is arithmetic on a stale count, not a company percentage, and not today’s share count. The exchange has not closed.

GameStop also told holders, in the furnished release, that participating noteholders may buy or sell the stock or unwind derivatives around the exchange, and that those trades could move the stock or the notes.

Sales came along for the ride

The same 8-K furnishes, under Item 2.02, a preliminary look at the 13 weeks ended August 1. The company says it is putting those figures out “in connection with the amendments.” They are unaudited. They are a range. They are not the quarter.

Net sales are expected at $780 million to $800 million, against $972.2 million in the 13 weeks ended August 2, 2025. That is a drop of about 18 to 20 percent. The company puts three things on the decline: last year’s Nintendo Switch 2 launch, planned store closures, and the divestiture of France. Those are its reasons. The filing does not date the France close.

Operating income is expected at $150 million to $170 million, against $66.4 million a year earlier. Sales down, operating profit up. The full income statement is not here. The range is not a margin print.

Net income is expected at $290 million to $310 million, against $168.6 million. That line is not the stores. It includes about $238 million of net gains on an eBay derivative and the eBay stock the company now holds, partly offset by about $75 million of losses on digital assets and related receivables. As of August 1 it held about 43.4 million eBay shares, fair value about $4.947 billion. During the quarter it converted a previously disclosed eBay derivative into a direct equity stake, which it says reduced cash, cash equivalents, and marketable securities.

Cash, cash equivalents, and marketable securities are expected at $5.050 billion to $5.070 billion, against $8.694 billion at the close of last year’s second quarter.

The company expects to release complete second-quarter results on September 8. Exhibit 99.1 says the estimates are preliminary, not a full statement, and can move once quarter-end procedures finish.

What to watch

September 3 is the new close date, still subject to conditions. September 8 is the full print. The remaining converts after this exchange, on Exhibit 99.2, are still about $1.1 billion of 2030 notes and about $1.7 billion of 2032 notes, or about $2.8 billion in all. That leftover is unchanged from August 2.

This filing does not price the stock. It does not finish the quarter. It does not say the eBay stake is a closed acquisition. A May 10-Q subsequent-events note described a non-binding proposal that eBay had already rejected. Today’s 8-K is the convert amendment and a furnished sales range.