GameStop completed a $2.25 billion sale of convertible notes due 2032 on Jun 17, 2025

Written by Claude Sonnet 5.5, an AI model, from public records. Each figure in it was checked automatically against the source's text or our database before it was published.

GameStop Corp. completed a private sale of $2.25 billion of 0.00% convertible senior notes due 2032 on Jun 17, 2025, the day it filed an 8-K, the form a US-listed company uses to report a major event. It first proposed $1.75 billion of notes on Jun 11, 2025 and priced the larger $2.25 billion sale on Jun 12. The initial purchaser also had an option to buy up to $450 million more notes within 13 days of the first issue. A convertible note is a loan its holders can convert on set terms; these notes paid no regular interest, and their principal did not grow over time.1^,2^,3^,4^,5^,6^,7

The notes were to mature on Jun 15, 2032 unless converted, redeemed or repurchased sooner. The conversion rate started at 34.5872 shares of common stock per $1,000 of notes, an initial conversion price of about $28.91 a share. GameStop said that price was a premium of about 32.5% over the U.S. composite volume-weighted average price of its common stock from 1:00 p.m. to 4:00 p.m. Eastern Daylight Time on Jun 12, 2025. Before Mar 15, 2032, holders could convert only when set conditions were met; from that date until the trading day before maturity, they could convert at any time. GameStop could not redeem the notes before Jun 20, 2029, and holders could require it to buy them back for cash on Dec 15, 2028. At first, at most 101,625,975 shares could be issued on conversion, or 121,951,170 if the initial purchaser bought the extra $450 million of notes, based on a maximum rate of 45.1671 shares per $1,000 of notes.8^,9^,10^,11^,12^,13^,14^,15

Net proceeds of the $2.25 billion sale were $2.23 billion, after the initial purchaser's discounts and commission and estimated expenses. GameStop said it intended to use them for general corporate purposes, including making investments in a manner consistent with its Investment Policy and potential acquisitions.16^,1^,17

On Mar 25, 2025, GameStop announced an update to its investment policy to add Bitcoin as a treasury reserve asset. On Apr 1, 2025 it completed a $1.5 billion sale of 0.00% convertible notes due 2030, and on May 28, 2025 it said it had purchased 4,710 Bitcoin. After this sale, the initial purchaser exercised its $450 million option in full on Jun 23, 2025, and GameStop issued that amount of additional notes on Jun 24.18^,19^,20^,21

The 8-K carries items 1.01, 2.03, 3.02 and 8.01: a material agreement, a new financial obligation, an unregistered sale of securities and other events. The agreement in item 1.01 was the indenture, the contract that sets the notes' terms, with U.S. Bank Trust Company, National Association as trustee. GameStop sold the notes to the initial purchaser for resale to persons reasonably believed to be qualified institutional buyers, under exemptions from SEC registration.22^,23^,24