GameStop Proposes Acquisition of eBay in Cash-and-Stock Deal

1. Basic Information of the Announcement

This announcement is disclosed under a Form 425 filed with the U.S. Securities and Exchange Commission (SEC). The disclosing entity is GameStop, and no specific stock code has been provided in the announcement. The date of the announcement is May 22, 2026, as set out in the referenced proxy statement filed with the SEC.

2. Transaction Overview

GameStop has proposed an acquisition of eBay. The transaction is currently at a proposed stage, stemming from a non-binding offer. According to the Form 425, on May 3, 2026, GameStop delivered to the board of directors of eBay a non-binding proposal to acquire all outstanding shares of eBay’s common stock not already owned by GameStop. The proposed consideration for each eBay share amounts to US$125, to be paid in a combination of cash and GameStop common stock.

3. Key Transaction Terms

• Transaction Consideration: GameStop is offering US$125 per share of eBay’s common stock as a hybrid of cash and GameStop stock. • Ownership Interests: As of the date of the filing, GameStop directly beneficially owns 25,000 shares of eBay’s common stock and holds American-style put/call option transactions for an additional 34,508,990 shares. • Key Condition: The settlement of these put/call options is subject to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (HSR Act Condition). After that condition is met, the put/call options may be settled in cash or in shares of common stock, subject to the exercising party’s option. • Expected Timeline: As stated, the option transactions expire on February 23, 2028. The proposal’s completion remains subject to negotiation of definitive terms and necessary regulatory and shareholder approvals.

4. Company Statements and Forward-Looking Statements

The Form 425 indicates this communication may be deemed solicitation material in respect of the proposed transaction. According to the announcement, investors and security holders of GameStop and eBay are urged to read all relevant documents to be filed with the SEC when they become available, as these materials will contain important information about the proposed acquisition.

The announcement also contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements, including those about whether a transaction will occur and the expected benefits or financing of a transaction, are based on current beliefs and expectations but are subject to known and unknown risks and uncertainties. These include, among others, the failure of eBay’s board to engage with GameStop’s proposal, non-execution of a definitive agreement, failure to obtain regulatory approvals under the HSR Act, failure to obtain required financing, and the possibility that anticipated benefits or operational efficiencies may not be fully realized. GameStop undertakes no obligation to update or revise any forward-looking statements, except as required by law, and final terms of any transaction remain subject to negotiation and execution of definitive agreements.