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 common stock are entitled to share ratably in any assets available for distribution to holders of shares of common stock.

During fiscal 2021, we sold an aggregate of 34,000,000 shares of our common stock under two at-the-market equity offering programs (the "ATM Transactions"). We generated $1.68 billion in aggregate gross proceeds from sales under the ATM Transactions and paid an aggregate of $10.1 million in commissions to the sales agent, among other legal and administrative fees. These commissions and fees were recognized in additional paid-in capital on our Consolidated Balance Sheets and SG&A 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. We have also granted restricted stock pursuant to certain "inducement" (i.e., non-plan) award agreements, in accordance with NYSE Listing Rule 303A.08. These inducement awards have generally mirrored the terms of restricted stock awards issued under our stockholder approved equity plans.

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. The weighted average grant date fair value per share of our RSUs granted during the year was $31.43 in fiscal 2022. RSUs granted in fiscal 2022 are not dividend eligible.

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 of our 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 common stock.

Shares of restricted stock 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 22, 2023. 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.

Time-based RSAs and RSUs generally vest in installments, generally over a three or four year period following the date of issuance, subject to continued service with us, and subject further to accelerated vesting in the case of retirement eligibility and certain termination events.

Performance-based RSAs vest based on the achievement of certain performance measures. RSAs subject to performance measures may generally be earned in greater or lesser percentages if performance goals are exceeded or not achieved by specified amounts.


	Time-Based Restricted Stock Awards			Performance-Based Restricted Stock Awards(1)
	Shares	Weighted- Average Grant Date Fair Value		Shares	Weighted- Average Grant Date Fair Value








Nonvested shares at January 29, 2022	782,444	$	16.29	772,540	$	1.17
Granted	—	$	—	—	$	—
Vested	(410,412)	$	6.70	—	$	—
Forfeited	(92,012)	$	37.43	(772,540)	$	1.17
Nonvested shares at January 28, 2023	280,020	$	23.40	—	$	—

_______________


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








Nonvested shares at January 29, 2022	3,747,456	$	44.56
Granted	5,536,250	31.43
Vested	(221,687)	42.77
Forfeited	(3,150,641)	39.84
Nonvested shares at January 28, 2023	5,911,378	$	34.84

In fiscal 2021 and 2020, we granted 742,972 and 8,272,704 shares, respectively, of time-based restricted stock with weighted-average grant date fair values of $29.42 and $1.16, respectively. There were no grants of time-based restricted stock in fiscal 2022. In fiscal 2020, we granted 2,006,448 shares of performance-based restricted stock with a weighted-average grant date fair value of $1.15. There were no grants of performance-based restricted stock in fiscal 2022 and 2021.

During fiscal 2022, 2021 and 2020, we included compensation expense inclusive of forfeitures relating to the grants of restricted share awards and units in the amounts of $40.1 million, $30.5 million and $7.9 million, respectively, in SG&A expenses in our Consolidated Statements of Operations. As of January 28, 2023, there was $4.1 million of unrecognized compensation expense related to nonvested time-based restricted shares that is expected to be recognized over a weighted-average period of 1.8 years. As of January 28, 2023, there was $161.4 million of unrecognized compensation expense related to nonvested time-based restricted stock units that is expected to be recognized over a weighted-average period of 2.9 years.

The total income tax expense, inclusive of excess tax deficiencies and valuation allowances, associated with stock-based compensation was zero, zero and $1.0 million for fiscal 2022, 2021 and 2020, respectively. The total fair value of RSAs and RSUs vested, as of their respective vesting dates, was $12.7 million, $16.8 million, and $5.1 million during fiscal 2022, 2021 and 2020.