{"filing":{"accession_number":"0001326380-26-000042","cik":"0001326380","ticker":"GME-WT","company_name":"GameStop Corp.","form":"8-K","filing_date":"2026-08-03","report_date":"2026-08-02","primary_document":"gme-20260802.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1326380/000132638026000042/gme-20260802.htm"},"events":[{"id":22981,"run_id":20804,"accession_number":"0001326380-26-000042","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"GameStop entered into privately negotiated exchange agreements to exchange approximately $1.4 billion in aggregate principal amount of convertible senior notes (2030 and 2032 Notes) for shares of Class A common stock in an unregistered private placement to accredited investors and qualified institutional buyers. The company will receive no cash proceeds, and the transaction materially dilutes existing shareholders' ownership percentages through the issuance of an unspecified number of shares.","company_name":"GameStop Corp.","ticker":"GME-WT","filing_date":"2026-08-03","form":"8-K","submitted_at":null,"items":[{"id":23099,"accession_number":"0001326380-26-000042","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"GameStop entered into privately negotiated exchange agreements to exchange approximately $1.4 billion in aggregate principal amount of convertible senior notes (2030 and 2032 Notes) for shares of Class A common stock. This is a material capital restructuring that reduces long-term debt by $1.4 billion without cash outlay and results in significant dilution to existing shareholders through issuance of an unspecified number of shares. While technically a debt-for-equity exchange rather than a traditional M\u0026A transaction, the magnitude ($1.4 billion), the definitive nature of the agreements, and the material impact on the company's capital structure and shareholder base align most closely with ma_activity as a material change in the company's financial obligations and equity structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-03T10:14:33.708199+00:00","company_name":"","ticker":null,"filing_date":""},{"id":23100,"accession_number":"0001326380-26-000042","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"GameStop is conducting a private exchange of approximately $1.4 billion in convertible senior notes for shares of common stock in a transaction that qualifies as an unregistered equity issuance under Section 4(a)(2) of the Securities Act. The filing explicitly states the Common Stock is being issued in a private placement to accredited investors and qualified institutional buyers, with no cash proceeds to the company. This is a classic dilutive issuance that materially affects shareholder equity and ownership structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-03T10:14:33.708199+00:00","company_name":"","ticker":null,"filing_date":""},{"id":23101,"accession_number":"0001326380-26-000042","item_number":"8.01","item_title":"Other Events","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"GameStop announced a private exchange of approximately $1.4 billion in convertible senior notes for shares of Class A common stock with existing noteholders. The press release explicitly states \"GameStop will not receive any cash proceeds from the issuance of the Common Stock in the Exchange\" and the offering has not been registered under the Securities Act, indicating an unregistered equity issuance. While this is technically a debt-for-equity exchange rather than a cash raise, it represents a dilutive issuance of equity securities that would materially affect shareholders' ownership percentages and is commonly disclosed as a capital structure event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-03T10:14:33.708199+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":23099,"accession_number":"0001326380-26-000042","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"GameStop entered into privately negotiated exchange agreements to exchange approximately $1.4 billion in aggregate principal amount of convertible senior notes (2030 and 2032 Notes) for shares of Class A common stock. This is a material capital restructuring that reduces long-term debt by $1.4 billion without cash outlay and results in significant dilution to existing shareholders through issuance of an unspecified number of shares. While technically a debt-for-equity exchange rather than a traditional M\u0026A transaction, the magnitude ($1.4 billion), the definitive nature of the agreements, and the material impact on the company's capital structure and shareholder base align most closely with ma_activity as a material change in the company's financial obligations and equity structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-03T10:14:33.708199+00:00","company_name":"GameStop Corp.","ticker":"GME-WT","filing_date":"2026-08-03"},{"id":23100,"accession_number":"0001326380-26-000042","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"GameStop is conducting a private exchange of approximately $1.4 billion in convertible senior notes for shares of common stock in a transaction that qualifies as an unregistered equity issuance under Section 4(a)(2) of the Securities Act. The filing explicitly states the Common Stock is being issued in a private placement to accredited investors and qualified institutional buyers, with no cash proceeds to the company. This is a classic dilutive issuance that materially affects shareholder equity and ownership structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-03T10:14:33.708199+00:00","company_name":"GameStop Corp.","ticker":"GME-WT","filing_date":"2026-08-03"},{"id":23101,"accession_number":"0001326380-26-000042","item_number":"8.01","item_title":"Other Events","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"GameStop announced a private exchange of approximately $1.4 billion in convertible senior notes for shares of Class A common stock with existing noteholders. The press release explicitly states \"GameStop will not receive any cash proceeds from the issuance of the Common Stock in the Exchange\" and the offering has not been registered under the Securities Act, indicating an unregistered equity issuance. While this is technically a debt-for-equity exchange rather than a cash raise, it represents a dilutive issuance of equity securities that would materially affect shareholders' ownership percentages and is commonly disclosed as a capital structure event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-03T10:14:33.708199+00:00","company_name":"GameStop Corp.","ticker":"GME-WT","filing_date":"2026-08-03"}]}