GameStop Proposes Acquisition of eBay in a Cash-and-Stock Transaction

1. Basic Information of the Announcement

This announcement was released by GameStop (Stock Code: , Stock Name: ) on May 3, 2026, through a Form 425 filing with the U.S. Securities and Exchange Commission (SEC). According to the disclosure, GameStop delivered a non-binding proposal on May 3, 2026, to acquire all outstanding common stock of eBay that it does not already own.

2. Transaction Overview

The transaction is proposed as an acquisition. GameStop has offered to purchase eBay’s remaining shares at a price of US$125 per share of eBay’s common stock. The proposed consideration would be paid in a combination of cash and GameStop common stock. As set forth in the announcement, both GameStop and eBay may file one or more registration statements, proxy statements, or other relevant documents with the SEC in connection with the Proposed Transaction.

4. Key Transaction Terms

• GameStop currently directly beneficially owns 25,000 shares of eBay’s common stock. • GameStop has also entered into the long-side of American-style put/call option transactions (the “Put/Call Pairs”) expiring on February 23, 2028, which provide economic exposure to 34,508,990 shares of eBay common stock. • The Put/Call Pairs are only settleable in cash until satisfaction of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act Condition”). After that condition is met, the Put/Call Pairs can be settled either in cash or shares, at the option of the exercising party. • As stated, GameStop’s non-binding proposal values eBay’s remaining shares at US$125 per share, payable in both cash and GameStop common stock. • The transaction remains subject to regulatory and shareholder approvals. GameStop has indicated that additional documents related to these approvals or solicitations may be filed with the SEC.

5. Company Statements and Forward-Looking Statements

GameStop disclosed that it took certain information about eBay from publicly available sources and does not bear responsibility for its completeness or accuracy. In addition, GameStop highlighted that it has not yet had access to eBay’s books and records.

The announcement contains forward-looking statements under Section 27A of the Securities Act of 1933, as amended, and related authorities. Potential risks and uncertainties include the possibility that eBay’s board of directors may not engage with the proposal, that the parties may be unable to negotiate or execute a definitive agreement, that required financing or necessary regulatory approvals may not be obtained, and that there could be unanticipated consequences related to the business integration, among other risks outlined in GameStop’s filings with the SEC. GameStop does not undertake to update any forward-looking statements, except as required by law.