GameStop Corp. (NYSE: GME) filed a Schedule 425 with the Securities and Exchange Commission on June 22, 2026, naming eBay, Inc. (NASDAQ: EBAY) as the subject company. The filing was made pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934. Its substantive content is an explanatory note attaching what the document describes as an unofficial transcript of a June 19, 2026 interview of Ryan Cohen, GameStop's Chairman and CEO, conducted by Piers Morgan, followed by a block of required investor information about a business combination the filing labels the “Proposed Transaction.”

The filing states that the communication relates to a business combination involving GameStop and eBay “that has been proposed by GameStop.” According to the document, GameStop directly beneficially owns 4,343,725 shares of eBay common stock and has entered into the long-side of a series of American-style put/call option transactions, expiring February 23, 2028, with an unaffiliated financial-institution counterparty that provide economic exposure to a further 39,046,658 shares. The filing records that the structured exposure had a regulatory condition attached to physical settlement.

"On May 3, 2026, GameStop delivered to the board of directors of eBay a non-binding proposal to acquire all of the outstanding Common Stock that it does not already own at a price of $125 per share of Common Stock, to be paid in a combination of cash and GameStop common stock."— GameStop Corp., Schedule 425, source

That $125-per-share figure and the May 3, 2026 delivery date are the filing's own statements of the terms GameStop says it has put before eBay's board. The document is explicit about the form of the consideration — “a combination of cash and GameStop common stock” — and equally explicit that the proposal is non-binding. The filing adds that, as a result of its holdings and the proposal, GameStop “may be deemed to have direct or indirect interests with respect to eBay that are in addition to, or different from, those of other eBay shareholders.”

What the filing states about the options and the antitrust condition

The Schedule 425 sets out a specific chronology for the option exposure. It states that the put/call pairs were “only settleable in cash” until GameStop provided the counterparty with reasonable evidence that all applicable filings had been made and any applicable waiting periods had expired or approvals had been received under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 — a step the filing calls the “HSR Act Condition.” The document states that on June 3, 2026 the HSR Act Condition was satisfied, and that as a result the parties electing to settle the put/call pairs now have the option, but not the obligation, to elect for physical settlement of the underlying shares in lieu of cash settlement. The filing also states that GameStop does not have voting power or dispositive power over the shares underlying the put/call pairs unless and until those pairs are physically settled for common stock.

The attached interview transcript is the news hook the filing was made to disclose, and the document attributes its contents to the published Morgan interview rather than presenting them as corporate guidance. In the transcript, Morgan references reports that Cohen “may now take your proposal directly to shareholders for an attempted hostile takeover” and asks whether that is true. Cohen, per the transcript, responds that he is “definitely not going to give up” and that “the owners of the business are the shareholders and the fate of the business is going to be decided by the owners of the business.” When Morgan states that the answer does not sound like a denial, the transcript records Cohen replying, “It’s not a denial.” The filing carries these statements as a verbatim transcript; it does not, in the body of the disclosure, characterize them as a commitment to any particular path.

What the filing leaves open

The investor-information section of the Schedule 425 is framed almost entirely in conditional terms. It states that GameStop “(and, potentially, eBay) may file one or more registration statements, proxy statements, proxy statement/prospectuses or other documents” in connection with the Proposed Transaction, and that the communication is “neither an offer to sell or purchase” nor a solicitation of a proxy or vote. The document also notes that GameStop “has not had access to the books and records of eBay” and that any information about eBay in the communication was taken from publicly available sources, for which GameStop does not take responsibility as to accuracy or completeness.

The filing's forward-looking-statements section enumerates the contingencies it says could cause actual results to differ from the proposal as described. Among the risks it lists are “the failure of eBay's Board of Directors to engage with the proposal,” the failure to negotiate or execute a definitive agreement “on the terms described or at all,” failure to obtain required financing, failure to obtain regulatory approvals including under Hart-Scott-Rodino, and failure to obtain required shareholder approvals of GameStop and eBay. The document closes by stating that final terms and conditions of any transaction are subject to negotiation and execution of a definitive agreement. On the record of this filing alone, what exists is a disclosed non-binding $125-per-share proposal delivered May 3, a stake of 4,343,725 shares plus option exposure to 39,046,658 more, a satisfied HSR condition as of June 3, and a publicly aired statement by GameStop's chairman that he has not withdrawn the approach — with no definitive agreement, board engagement, or vote recorded in the document.

For readers tracking the situation, the Schedule 425 is the primary record of what GameStop has formally placed on file: the terms of the proposal, the size and structure of its eBay exposure, the antitrust timeline, and the interview that prompted the filing. The eBay board's response, the status of any financing, and whether the matter advances toward a proxy contest or a definitive agreement are not addressed in the document and would be disclosed, if at all, in subsequent filings.