What the changes say
- GameStop added significant debt via $4.2 billion in convertible notes and faces risks from Bitcoin and derivative investments.
- Ryan Cohen received a major performance stock option award, increasing his voting influence and dilution risks.
- The company scaled back its retail store footprint and noted inventory scarcity in Pokemon trading cards.
What changed since the prior 10-K
New
- NewRisks Related to Our M&A and Investment Strategy
Our success in meeting strategic objectives can depend on our performance in evaluating and executing on acquisitions and other control transactions
Acquisitions and control transactions may fail to close, integrate properly, or yield anticipated synergies and financial returns.
- NewRisks Related to Our M&A and Investment Strategy
The value of our investments may decline
Investments in Bitcoin, stablecoins, and derivatives expose the company to market volatility and potential loss of principal.
- NewRisks Related to Our M&A and Investment Strategy
Our derivative strategies expose us to credit risk of counterparties
OTC derivative strategies with financial institution counterparties expose GameStop to credit losses and collateral rehypothecation risks.
- NewRisks Related to Our M&A and Investment Strategy
Some of the products we sell, including Pokemon trading cards, may be in short supply and highly allocated among us and our competitors and we compete for product inventory. If we fail to obtain products in sufficient quantities, our sales may be negatively impacted
Short supplies and allocations of products like Pokemon trading cards and new software titles could reduce sales.
- NewRisks Related to Our M&A and Investment Strategy
A significant portion of revenue and profit in our collectibles product category is generated from the sale of trading cards, including Pokemon trading cards. A decline in the popularity of these collectibles could adversely impact our operating income
A decline in the popularity and market value of Pokemon trading cards could adversely impact operating income.
- NewStrategic Retail Risks
We may incorporate artificial intelligence into workflows and processes, including customer-facing and operation activities, and challenges with properly managing its use could result in reputational harm, competitive harm and legal liability, and adversely affect our results of operations
Incorporating artificial intelligence into workflows could result in operational failures, legal liabilities, and competitive disadvantages.
- NewStrategic Retail Risks
We are highly dependent on the services of the Company’s Chairman of the Board and Chief Executive Officer, Ryan Cohen
The company is highly dependent on Chairman and CEO Ryan Cohen, whose CEO Performance Award requires stockholders' approval.
- NewOperational Risks
to increased costs and liabilities (e.g., government investigations, litigation, fines and penalties, reputational harm, loss of revenue, loss of customers and other adverse business consequences)
Evolving global data privacy laws like the CCPA and GDPR impose complex compliance burdens and severe penalties for noncompliance.
- NewRisks Related to Laws and Regulations
jurisdiction in which we operate could result in an unfavorable change in our overall tax rate, which could have a material adverse impact on our business and results of our operations
Unfavorable tax legislation and government policies could increase the overall tax rate.
- NewRisks Related to Our Class A Common Stock
The CEO Performance Award, if and to the extent the Options become vested and are exercised, would result in dilution to stockholders, in respect of both voting and economics, and could impact the price of GameStop’s common stock
The CEO Performance Award, if vested and exercised, would dilute stockholders and increase Cohen's voting influence.
- NewRisks Related to Our Outstanding Notes
We have incurred substantial indebtedness that may decrease our business flexibility, access to capital, and/or increase our borrowing costs, and we may still incur substantially more debt, which may adversely affect our operations and financial results
GameStop issued $4.2 billion of Convertible Senior Notes due in 2030 and 2032, increasing debt service obligations and financial constraints.
- NewRisks Related to Our Outstanding Notes
The Convertible Notes are our obligations only, and substantially all of our operations are conducted through, and a portion of our consolidated assets are held by, our subsidiaries
The convertible notes are not guaranteed by operating subsidiaries like Micromania, whose distributions are restricted by French term loans.
- NewRisks Related to Our Outstanding Notes
Servicing the Convertible Notes requires a significant amount of cash, and we may not have sufficient cash flow from our business to make such payments, and we may incur additional indebtedness in the future
- NewRisks Related to Our Outstanding Notes
The conditional conversion feature of each series of the Convertible Notes, if triggered, may adversely affect our financial condition and operating results
- NewRisks Related to Our Outstanding Notes
Conversion of the Convertible Notes may dilute the ownership interest of our stockholders or may otherwise depress the price of our Class A common stock
- NewRisks Related to Our Outstanding Notes
Certain provisions in the indentures that govern the Convertible Notes may delay or prevent an otherwise beneficial takeover attempt of us
- NewRisks Related to Our Outstanding Warrants
The issuance of Common Stock upon the exercise of the Warrants may depress our stock price
- NewRisks Related to Our Outstanding Warrants
Future issuance of additional warrants may adversely affect the market price of the Warrants and the market price of our Common Stock
- NewRisks Related to Our Outstanding Warrants
Hedging arrangements relating to the Warrants may affect the value and volatility of our Common Stock or other securities of ours
- NewRisks Related to Our Outstanding Warrants
Exercising the Warrants is a risky investment and you may not be able to recover the value of your investment in the Common Stock received upon exercise of the Warrants. You should be prepared to sustain a loss of the exercise price of your Warrants
- NewRisks Related to Our Outstanding Warrants
The Warrants do not automatically exercise, and any Warrant you do not exercise prior to the Expiration Date will lose all financial value
- NewRisks Related to Our Outstanding Warrants
In general, Holders of the Warrants will not be entitled to any rights with respect to our Common Stock, including, without limitation, voting rights and rights to receive any dividends or other distributions on our Common Stock, but holders of the Warrants will be subject to all changes affecting our Common Stock
Dropped
- DroppedRisks Related to Our Investment Policy and Investment Portfolio
The value of our investment portfolio may decline
Value of investment portfolio in Bitcoin and stablecoins may decline.
- DroppedRisks Related to Our Investment Policy and Investment Portfolio
We are dependent upon the timely delivery of new and innovative products from our vendors and failure to timely obtain new product can adversely affect our sales
- DroppedStrategic Retail Risks
If we are unable to successfully manage our profitability and cost reduction initiatives, our operating results could be adversely affected
- DroppedOperational Risks
If we or the third parties with whom we work do not maintain the security of our information
- DroppedOperational Risks
technology systems or data (including customer, associate or Company information), such failure could negatively impact our operations, damage our reputation, cause us to incur substantial additional costs, lead us to become subject to litigation, or cause us to experience other adverse consequences
- DroppedRisks Related to Financial Performance and Reporting
Our results of operations may fluctuate from quarter to quarter
- DroppedRisks Related to Financial Performance and Reporting
We and our subsidiaries may incur additional debt
Reworded
- 59% rewrittenStrategic Retail Risks
An important element of our profitability initiative was to reduce our global store base. Failure to successfully transfer customers and sales from closed stores to nearby stores could adversely impact our financial results
Updated to reflect that GameStop significantly reduced its global store base in fiscal 2025.
Was: An important element of our profitability initiative is to reduce our global store base. Failure to successfully transfer customers and sales from closed stores to nearby stores could adversely impact our financial results
- 58% rewrittenRisks Related to Our M&A and Investment Strategy
If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted
Added a statement clarifying that GameStop is primarily engaged in offering games, collectibles, and entertainment products.
- 50% rewrittenRisks Related to Our M&A and Investment Strategy
The gaming industry has historically been cyclical and is affected by the introduction of next-generation consoles, which could negatively impact the demand for existing products
Updated the console release timeline to state the Nintendo Switch Two launched in June 2025.
- 49% rewrittenRisks Related to Our M&A and Investment Strategy
Our investments may be concentrated in one or a few holdings, which may result in a single holding significantly impacting the value of our investments
Added a warning that the Investment Committee may use derivatives or leverage, increasing concentration risk.
Was: Our investment portfolio may be concentrated in one or a few holdings, which may result in a single holding significantly impacting the value of our investment portfolio
- 30% rewrittenRisks Related to Our M&A and Investment Strategy
An adverse trend in sales during the holiday selling season could impact our financial results
Updated fourth-quarter sales generation figures to approximately 30% for fiscal 2025 compared to 34% for fiscal 2024.
- 30% rewrittenRisks Related to Our M&A and Investment Strategy
Our ability to obtain favorable terms from our suppliers and service providers may impact our financial results
Removed vendor credit support and letter of credit collateralization text from the supplier terms risk.
- 29% rewrittenRisks Related to Laws and Regulations
Unfavorable changes in our global tax rate could have a negative impact on our business, results of operations and cash flows
No substantive textual changes made to the global tax rate risk.
- 24% rewrittenRisks Related to Our M&A and Investment Strategy
Changes to tariff and import/export regulations may negatively impact our future financial condition and results of operations
Removed reference to escalated trade tensions with the United States regarding foreign tariffs.
All 59 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our M&A and Investment Strategy
- 01Our success in meeting strategic objectives can depend on our performance in evaluating and executing on acquisitions and other control transactionsNew
- 02The value of our investments may declineNew
- 03Our investments may be concentrated in one or a few holdings, which may result in a single holding significantly impacting the value of our investments49% rewritten
- 04To the extent we hold Bitcoin, we will be exposed to certain risks associated with Bitcoin
- 05Our derivative strategies expose us to credit risk of counterpartiesNew
- 06If we acquire U.S. Dollar-denominated stablecoins, we may be exposed to certain risks associated with such stablecoins
- 07The Company is required to recognize losses in a particular investment for financial statement purposes even though the Company has not actually sold the security
- 08Our failure to deal appropriately with conflicts of interest could adversely affect our businesses
- 09If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted58% rewritten
- 10Economic, social and political conditions in the markets in which we operate could adversely affect demand for the products we sell and impact our business and financial condition
- 11We face strong competition from multi-channel retailers, ecommerce businesses and others, which directly affects our revenue and profitability
- 12The gaming industry has historically been cyclical and is affected by the introduction of next-generation consoles, which could negatively impact the demand for existing products50% rewritten
- 13Some of the products we sell, including Pokemon trading cards, may be in short supply and highly allocated among us and our competitors and we compete for product inventory. If we fail to obtain products in sufficient quantities, our sales may be negatively impactedNew
- 14Technological advances in the delivery and types of video games and PC entertainment software available to consumers, as well as changes in consumer behavior related to these new technologies, have lowered and may continue to lower, our sales
- 15Interruptions to our supply chain or the supply chain of our suppliers may adversely affect our business
- 16An adverse trend in sales during the holiday selling season could impact our financial results30% rewritten
- 17Our ability to obtain favorable terms from our suppliers and service providers may impact our financial results30% rewritten
- 18A significant portion of revenue and profit in our collectibles product category is generated from the sale of trading cards, including Pokemon trading cards. A decline in the popularity of these collectibles could adversely impact our operating incomeNew
- 19Our sales of collectibles depend on trends in pop culture and, if we are unable to anticipate, identify and react to these trends, our sales and business may be adversely affected
- 20Changes to tariff and import/export regulations may negatively impact our future financial condition and results of operations24% rewritten
Strategic Retail Risks
- 21If we are unable to successfully maintain strong retail and ecommerce experiences for our customers, our sales and results of operations could adversely be impacted
- 22If we fail to keep pace with changing industry technology and consumer preferences, we will be at a competitive disadvantage
- 23We may incorporate artificial intelligence into workflows and processes, including customer-facing and operation activities, and challenges with properly managing its use could result in reputational harm, competitive harm and legal liability, and adversely affect our results of operationsNew
- 24An important element of our profitability initiative was to reduce our global store base. Failure to successfully transfer customers and sales from closed stores to nearby stores could adversely impact our financial results59% rewritten
- 25Changes in our senior management or our inability to attract and retain qualified personnel could have a material adverse impact on our business and results of operations
- 26We are highly dependent on the services of the Company’s Chairman of the Board and Chief Executive Officer, Ryan CohenNew
- 27Damage to our reputation could adversely affect our business and our ability to attract and retain customers and employees
Operational Risks
- 28to increased costs and liabilities (e.g., government investigations, litigation, fines and penalties, reputational harm, loss of revenue, loss of customers and other adverse business consequences)New
- 29Weather, natural disasters, public health crises and other unexpected events could adversely affect our operating results
- 30Inventory shrinkage may negatively affect our results of operations and financial condition
- 31If our systems fail to perform or are inadequate, our ability to manage our business could be disrupted
- 32We depend on third-party delivery services to deliver products to our retail locations, fulfillment centers and customers on a timely and consistent basis, and changes in the terms we have with these service providers could adversely affect our business and financial position
- 33If our vendors fail to provide marketing and merchandising support at historical levels, our sales and earnings could be negatively impacted
- 34Restrictions on our ability to purchase and sell pre-owned products could negatively affect our business and financial condition
- 35If we are unable to renew or enter into new leases on favorable terms, our earnings may be adversely affected
Risks Related to Laws and Regulations
- 36Unfavorable changes in our global tax rate could have a negative impact on our business, results of operations and cash flows29% rewritten
- 37jurisdiction in which we operate could result in an unfavorable change in our overall tax rate, which could have a material adverse impact on our business and results of our operationsNew
- 38Legislative actions may cause our general and administrative and compliance costs to increase and impact our operations and financial condition
- 39Failure to comply with federal, state, local and international laws, regulations and statutes applicable to our business could result in an adverse impact to our business and financial condition
- 40Litigation and the outcomes of such litigation could negatively impact our future financial condition and results of operations
- 41If our internal control over financial reporting is ineffective, our business may be adversely affected and we may lose market confidence in our reported financial information, which could adversely impact our business and stock price
Risks Related to Our Class A Common Stock
- 42The market price of our Class A Common Stock has been extremely volatile and may continue to be volatile due to numerous circumstances beyond our control
- 43A “short squeeze” due to a sudden increase in demand for shares of our Class A Common Stock that largely exceeds supply has led to, and may continue to lead to, extreme price volatility in shares of our Class A Common Stock
- 44Information available in public media that is published by third parties, including blogs, articles, message boards and social and other media may include statements not attributable to the Company and may not be reliable or accurate
- 45A large number of shares of our Class A Common Stock available for future sale could adversely affect the market price of our Class A Common Stock and may be dilutive to current stockholders
- 46The CEO Performance Award, if and to the extent the Options become vested and are exercised, would result in dilution to stockholders, in respect of both voting and economics, and could impact the price of GameStop’s common stockNew
- 47Future sales of a substantial amount of our Class A Common Stock in the public markets by our insiders, or the perception that these sales may occur, may cause the market price of our Class A Common Stock to decline
Risks Related to Our Outstanding Notes
- 48We have incurred substantial indebtedness that may decrease our business flexibility, access to capital, and/or increase our borrowing costs, and we may still incur substantially more debt, which may adversely affect our operations and financial resultsNew
- 49The Convertible Notes are our obligations only, and substantially all of our operations are conducted through, and a portion of our consolidated assets are held by, our subsidiariesNew
- 50Servicing the Convertible Notes requires a significant amount of cash, and we may not have sufficient cash flow from our business to make such payments, and we may incur additional indebtedness in the futureNew
- 51The conditional conversion feature of each series of the Convertible Notes, if triggered, may adversely affect our financial condition and operating resultsNew
- 52Conversion of the Convertible Notes may dilute the ownership interest of our stockholders or may otherwise depress the price of our Class A common stockNew
- 53Certain provisions in the indentures that govern the Convertible Notes may delay or prevent an otherwise beneficial takeover attempt of usNew
Risks Related to Our Outstanding Warrants
- 54The issuance of Common Stock upon the exercise of the Warrants may depress our stock priceNew
- 55Future issuance of additional warrants may adversely affect the market price of the Warrants and the market price of our Common StockNew
- 56Hedging arrangements relating to the Warrants may affect the value and volatility of our Common Stock or other securities of oursNew
- 57Exercising the Warrants is a risky investment and you may not be able to recover the value of your investment in the Common Stock received upon exercise of the Warrants. You should be prepared to sustain a loss of the exercise price of your WarrantsNew
- 58The Warrants do not automatically exercise, and any Warrant you do not exercise prior to the Expiration Date will lose all financial valueNew
- 59In general, Holders of the Warrants will not be entitled to any rights with respect to our Common Stock, including, without limitation, voting rights and rights to receive any dividends or other distributions on our Common Stock, but holders of the Warrants will be subject to all changes affecting our Common StockNew
Other GameStop 10-Ks
- FY2025 10-K risk factors44 risks
GameStop's risks are dominated by extreme stock volatility and potential short squeezes in its Class A Common Stock. The company faces significant exposure to digital asset investments like Bitcoin and stablecoins alongside core retail challenges. Profitability relies heavily on reducing store footprints and managing supply chains amidst intense omnichannel competition.
Filed Mar 25, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.