GameStop Proposes to Acquire eBay in a Cash-and-Stock Transaction

1. Basic Information of the Announcement

This announcement is made via U.S. Securities and Exchange Commission (SEC) Form 425. The disclosing entity is GameStop. The communication may be deemed solicitation material in respect of a proposed transaction, disclosed in connection with a non-binding acquisition proposal delivered on May 3, 2026 (the “Proposed Transaction”). According to the announcement, the transaction is subject to filing and clearance requirements under applicable U.S. regulations.

2. Transaction Overview

The Proposed Transaction contemplates that GameStop would acquire all of the outstanding shares of common stock of eBay that GameStop does not already own. The preliminary terms indicate that each share of eBay’s common stock would be acquired in exchange for US$125.00 per share, paid in a combination of cash and GameStop common stock. As of the date of the announcement, GameStop directly beneficially owns 25,000 shares of eBay common stock and has entered into a series of American-style put/call option transactions (the “Put/Call Pairs”) providing economic exposure to an additional 34.51 million shares of eBay’s common stock, expiring on February 23, 2028.

3. Key Transaction Terms

According to the announcement, the Proposed Transaction would be structured with the following key components:

• Consideration: GameStop proposes to pay US$125.00 per share of eBay common stock in a hybrid arrangement consisting of cash and GameStop’s common stock. • Existing Share Ownership: GameStop currently owns 25,000 shares of eBay’s common stock and has entered into Put/Call Pairs for an additional 34.51 million shares. • Settlement Mechanism: The Put/Call Pairs are only settleable in cash until GameStop meets the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act Condition”). Following satisfaction of the HSR Act Condition, the Put/Call Pairs may be settled in cash or eBay common stock at the option of the exercising party. • Transaction Status: The proposal is non-binding and remains subject to further negotiation, definitive agreements, regulatory approvals (including under the HSR Act), and any necessary stockholder approvals.

4. Company Statements and Forward-Looking Statements

According to GameStop, any information concerning eBay included in this communication has been taken from publicly available sources. GameStop does not assume responsibility for the accuracy or completeness of such information and has not had access to eBay’s books and records.

The announcement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These statements are based on current beliefs, expectations, and assumptions and include factors such as whether or not the transaction will occur, the timing and structure of the transaction, anticipated benefits of the combination, and other similar statements. Known and unknown risks and uncertainties may cause actual results to differ materially from those expressed or implied. Such risks include, among others, the possibility that eBay’s Board of Directors will not engage with GameStop’s proposal, the inability to reach final agreement, the failure to obtain the required financing or regulatory approvals, and the potential impact of the announcement on both companies’ businesses and stakeholders. Additional information regarding these and other factors can be found in GameStop’s filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended January 31, 2026, and other documents filed with the SEC. GameStop undertakes no obligation to update or revise any forward-looking statements except as required by law.

Investors and security holders of GameStop and eBay are urged to read all relevant documents filed with the SEC, including any proxy statement(s), registration statement, or proxy statement/prospectuses, when they become available, as they will contain important information about the Proposed Transaction. Copies of documents filed with the SEC by GameStop will be available free of charge on GameStop’s website at https://investor.gamestop.com/, and the SEC’s website at http://www.sec.gov/.