The holders of Class A Common Stock are entitled to one vote per share on all matters to be voted on by stockholders. Holders of Class A Common Stock will share in any dividend declared by our Board of Directors. In the event of our liquidation, dissolution or winding up, all holders of common stock are entitled to share ratably in any assets available for distribution to holders of shares of common stock.

During 2021, we sold an aggregate of 8,500,000 shares of our common stock under our at-the market equity offering program (the "ATM Transactions"). We generated $1.68 billion in aggregate gross proceeds from sales under the ATM Transactions and paid an aggregate of $10.1 million in commissions to the sales agent, among other legal and administrative fees. These commissions and fees are recognized in additional paid-in capital on our Consolidated Balance Sheets and SG&A expenses in our Consolidated Statements of Operations.

In June 2019, we adopted the GameStop Corp. 2019 Incentive Plan (the "2019 Plan"), which provides for the grant of equity awards to our officers, associates, consultants, advisors and directors and which replaced the Amended and Restated GameStop Corp. 2011 Incentive Plan (the "2011 Plan"). Awards under the 2019 Plan may take the form of stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance awards and other share-based awards, or any combination of the foregoing. The 2019 Plan allows for 6,500,000 shares of Company Class A Common Stock, plus any shares subject to 2011 Plan awards that expire, are forfeited, canceled or terminated after the adoption of the 2019 Plan. No awards were granted under the 2011 Plan after the adoption of the 2019 Plan. We have also granted restricted stock pursuant to certain "inducement" (i.e., non-plan) award agreements, in accordance with NYSE Listing Rule 303A.08. These inducement awards have generally mirrored the terms of restricted stock awards issued under our stockholder approved equity plans.

Restricted Stock Units (RSUs) represent a right to receive one share or the value of one share upon the terms and conditions set forth in the applicable plan and award agreement. We grant RSUs to certain of our associates, officers and non-associate directors. We used the stock price on the grant date to estimate the fair value of our RSUs. The grant date fair value of RSUs is amortized to expense on a straight-line basis over the vesting period. The weighted average grant date fair value per share of our RSUs granted during the year was $179.45 in 2021. RSUs granted in 2021 are not dividend eligible.

The fair value of restricted stock awards (RSAs) is recognized as compensation expense on a straight-line basis between the grant date and the date the RSAs become fully vested. We have granted RSAs to certain of our associates, officers and non-associate directors. We estimate the fair value of RSAs on the grant date based on the quoted market price of our common stock.

Shares of restricted stock granted by us are considered to be legally issued and outstanding as of the date of grant, notwithstanding that the shares remain subject to risk of forfeiture if the vesting conditions for such shares are not met and are included in the number of shares of Class A Common Stock outstanding disclosed on the cover page of this annual report on Form 10-K as of March 11, 2022. In accordance with accounting guidance, the financial statement presentation excludes unvested shares of restricted Class A Common Stock, as restricted shares are treated as issued and outstanding for financial statement presentation purposes only after such shares have vested and, therefore, have ceased to be subject to a risk of forfeiture.

Time-based RSAs and RSUs generally vest in installments, generally over a three or four year period following the date of issuance, subject to continued service with us, and subject further to accelerated vesting in the case of retirement eligibility and certain termination events.

Performance-based RSAs vest based on the achievement of certain performance measures. RSAs subject to performance measures may generally be earned in greater or lesser percentages if performance goals are exceeded or not achieved by specified amounts.


	Time-Based Restricted Stock Awards			Performance-Based Restricted Stock Awards
	Shares	Weighted- Average Grant Date Fair Value		Shares(1)	Weighted- Average Grant Date Fair Value








Nonvested shares at January 30, 2021	3,005,950	$	5.83	1,560,164	$	6.79
Granted	185,743	$	117.67	—	$	—
Vested	(2,745,804)	$	5.84	—	$	—
Forfeited	(250,278)	$	42.30	(1,367,029)	$	7.09
Nonvested shares at January 29, 2022	195,611	$	65.16	193,135	$	4.66

_______________


	Time-Based Restricted Stock Units
	Shares	Weighted- Average Grant Date Fair Value








Nonvested shares at January 30, 2021	—	$	—
Granted	1,001,565	179.45
Vested	(341)	204.36
Forfeited	(64,360)	197.15
Nonvested shares at January 29, 2022	936,864	$	178.22

In fiscal 2021, 2020 and 2019, we granted 185,743, 2,068,176 and 2,398,748 shares, respectively, of time-based restricted stock with weighted-average grant date fair values of $117.67, $4.65 and $8.05, respectively. In fcal 2020 and 2019, we granted 501,612 and 1,199,042 shares, respectively, of performance-based restricted stock with weighted-average grant date fair values of $4.58 and $7.95, respectively. There were no grants of performance-based restricted stock in fiscal 2021.

During fiscal 2021, 2020 and 2019, we included compensation expense relating to the grants of restricted share awards and units in the amounts of $30.5 million, $7.9 million and $8.9 million, respectively, in SG&A expenses in our Consolidated Statements of Operations. As of January 29, 2022, there was $10.3 million of unrecognized compensation expense related to nonvested time-based restricted shares that is expected to be recognized over a weighted-average period of 2.8 years. As of January 29, 2022, there was $151.2 million of unrecognized compensation expense related to nonvested time-based restricted stock units that is expected to be recognized over a weighted-average period of 3.6 years.