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 Class A Common Stock are entitled to share ratably in any assets available for distribution to holders of shares of Class A Common Stock.

During fiscal 2024, we sold an aggregate of 140,000,000 shares of our Class A Common Stock under an at-the-market equity offering programs (the "ATM Transactions"). We generated $3,470.1 million in aggregate gross proceeds from sales under the ATM Transactions. All associated commissions and administrative fees were recognized in additional paid-in capital on our Consolidated Balance Sheets and Selling, general, and administrative expenses in our Consolidated Statements of Operations.

In June 2022, we adopted the GameStop Corp. 2022 Incentive Plan (the "2022 Plan"), which provides for the grant of equity awards to our officers, associates, consultants, advisors and directors, and which replaced the GameStop Corp. 2019 Incentive Plan (the "2019 Incentive Plan") and the Amended and Restated GameStop Corp. 2011 Incentive Plan (the "2011 Plan"). Awards under the 2022 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 2022 Plan allows for 32,000,000 shares of Class A Common Stock, plus any shares subject to 2019 Plan awards that expire, are forfeited, canceled or terminated after the adoption of the 2019 Plan. No awards were granted under the 2019 or 2011 Plan after the adoption of the 2022 Plan.

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. RSUs are not eligible to receive cash dividends; however they are entitled to dividend equivalent rights, which mirror the dividends declared and accumulate as additional RSUs, payable only upon vesting.

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 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 Class A Common Stock.

RSAs 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 18, 2026. The total number of shares presented on our consolidated financial statements represents shares of our Class A Common Stock that are legally issued and outstanding. There were no remaining nonvested shares of RSAs as of January 31, 2026 and February 1, 2025.

Time-based RSAs and RSUs generally vest in installments, subject to continued service with us, and subject further to accelerated vesting in the case of retirement eligibility and certain termination events.


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








Nonvested shares at February 1, 2025	2,168,462	$	22.56
Granted	2,062,577	24.07
Vested	(1,267,270)	24.39
Forfeited	(705,886)	23.66
Nonvested shares at January 31, 2026	2,257,883	$	22.55

In fiscal 2025, 2024 and 2023, there were 2.3 million, 2.2 million and 4.1 million of restricted stock awards ("RSAs") and restricted stock units ("RSUs") outstanding, respectively.

During fiscal 2025, 2024, and 2023, we granted 2,062,577, 1,926,225, and 2,425,236 time-based RSUs, respectively, with weighted-average grant-date fair values of $24.07, $23.56, and $17.27. No time-based RSAs were granted during fiscal 2025, 2024, or 2023.

We recognized stock-based compensation expense (inclusive of forfeitures) of $26.7 million, $16.4 million, and $22.2 million in fiscal 2025, 2024 and 2023, respectively, within "Selling, general, and administrative expenses" in our Consolidated Statements of Operations.

As of January 31, 2026, unrecognized compensation expense related to nonvested time-based RSUs totaled $46.6 million, which is expected to be recognized over a weighted-average period of 2.1 years.

Income tax benefits associated with stock-based compensation were recognized in fiscal 2025, primarily due to the release of valuation allowance on deferred tax assets related to such compensation. There was no income tax expense (including excess tax deficiencies or valuation allowance impacts) related to stock-based compensation for fiscal 2024 and 2023.

The total fair value of RSAs and RSUs vested, measured as of the respective vesting dates, was $30.9 million, $33.4 million and $43.2 million during fiscal 2025, 2024 and 2023, respectively.

On January 6, 2026, the Board of Directors announced a performance-based nonqualified stock option award (the "CEO Performance Award") to Ryan Cohen, the Company's Chairman and Chief Executive Officer. The CEO Performance Award is subject to shareholder approval, and therefore no stock-based compensation expense has been recorded in fiscal 2025.