The zero-coupon notes will be offered to qualified institutional buyers under Rule 144A of the Securities Act, with an option for initial purchasers to buy an additional $250 million within 13 days of issuance.
The unsecured notes will not bear interest, will not accrete, and will mature on June 15, 2032, unless converted, redeemed, or repurchased earlier.
GameStop said it may settle conversions in cash, stock, or a combination. The conversion rate and other final terms will be determined at the time of pricing.
The move echoes similar strategies by companies such as MicroStrategy, which used convertible debt to amass over 200,000 BTC, turning the cryptocurrency into a strategic treasury reserve.
Market speculation around GameStop’s potential Bitcoin exposure has grown in recent weeks, particularly after executive reshuffles and broader engagement with the digital asset space.
GameStop has previously hinted at ambitions beyond retail gaming, exploring digital wallets, NFTs, and decentralized infrastructure. This latest financing round could give the company additional flexibility to pursue a more aggressive pivot toward blockchain-related assets or technologies.
The offering allows GameStop to raise capital without immediate shareholder dilution. However, future conversions of the notes into equity could increase the outstanding share count.
The company retains the flexibility to settle in cash, which may limit dilution depending on stock performance at the time of conversion.
The notes and any shares issuable upon conversion will not be registered under federal securities laws and may not be publicly offered or sold in the US without an exemption.
