Preliminary Proxy Statement

Subject to completion, dated May 11, 2026

2026 Proxy Statement

Notice of 2026 Annual Meeting of Stockholders

to Be Held on  , 2026

Letter to Stockholders

Dear Fellow Owners,

At GameStop, we view our stockholders as partners in the business. Over the last few years, our management team has focused on the basics: cutting waste, fortifying the balance sheet, and returning the Company to profitability.

Our Chief Executive Officer, Ryan Cohen, does not draw a salary, take a cash bonus, or receive time-vested stock. His financial interests are tied entirely to the value of the GameStop shares he already owns. The Board is proposing a 100% performance-based option award. The structure is straightforward: Ryan receives nothing unless GameStop’s market capitalization more than doubles to a sustained $20 billion, while the business simultaneously generates billions in actual, cumulative earnings. If he does not clear those hurdles, the award is worthless. If he does, every stockholder benefits alongside him.

We are also asking for your approval to increase our authorized share count. We view our equity as precious and do not intend to issue new shares lightly. A reserve of authorized shares ensures GameStop can act decisively when the right opportunity arises.

Sincerely,

The Board of Directors

Notice of Annual Meeting of Stockholders

Dear Stockholder:

We invite you to attend our 2026 Annual Meeting of Stockholders (“annual meeting”) on      , 2026 at 10:00 a.m., Central Daylight Time (“CDT”), at meetnow.global/MPZGKGZ, which will be held in virtual-only format. You will not be able to attend the annual meeting in person.

Our balance sheet, operational improvements, and expanded capabilities position us to pursue opportunities that create meaningful long-term value for stockholders. The proposals before you, including the Authorized Shares Amendment (as defined below) and CEO Performance Award (as defined below), are designed to ensure that we can act decisively when those opportunities arise.

At the annual meeting, you will be asked to:

Only stockholders of record and beneficial owners holding our shares as of the close of business on      , 2026 (the “record date”) are entitled to vote at the annual meeting and any postponement or adjournment thereof. Please see pages 1 – 5 for additional information regarding attendance at the meeting and how to vote your shares. This Proxy Statement provides information that you should consider when you vote your shares.

Your vote is important. Even if you plan to attend the annual meeting virtually, we request that you vote your shares as soon as possible by following the voting instructions contained in this Proxy Statement. We have designed the format of the annual meeting to ensure that stockholders are afforded the same rights and opportunities to participate as they would at an in-person meeting, using online tools to ensure stockholder access and participation.

On or about      , 2026, we mailed to our stockholders a copy of this Proxy Statement, the proxy card and our Annual Report on Form 10-K for the fiscal year ended January 31, 2026.

By order of the Board of Directors.

Sincerely,

Mark H. Robinson

General Counsel and Secretary

     , 2026

Certain statements in this Proxy Statement contain or may suggest forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In some cases, forward-looking statements can be identified by the use of terms such as “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “pro forma,” “seeks,” “should,” “will” or similar expressions. These statements are only predictions based on current expectations and assumptions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. All forward-looking statements included in this Proxy Statement are based upon information available to us as of the filing date of this Proxy Statement, and we undertake no obligation to update or revise any of these forward-looking statements for any reason, whether as a result of new information, future events or otherwise after the date of this Proxy Statement, except as required by law. You should not place undue reliance on these forward-looking statements. The forward-looking statements involve a number of risks and uncertainties. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. A number of factors could cause our actual results, performance, achievements or industry results to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in Part I, Item 1A of our Annual Report on Form 10-K filed with the SEC on March 24, 2026, under the heading “Risk Factors,” which are incorporated herein by reference. You should carefully consider the risks and uncertainties described in this Proxy Statement and our Annual Report filed on Form 10-K.

TABLE OF CONTENTS

Information About the Annual Meeting and Voting

The Board of Directors (“Board”) of GameStop Corp. (“GameStop,” the “Company,” “we,” “us,” or “our”) is soliciting your vote for the following:

Holders of record and beneficial owners of our shares of common stock as of the close of business on      , 2026, the record date, are entitled to notice of, and to vote at, the annual meeting. Shares of common stock can be voted only if the stockholder is present or is represented by proxy at the annual meeting. As of the record date,       shares of common stock were issued, outstanding and entitled to vote.

Stockholders of Record. If you are a stockholder of record, there are several ways for you to vote your shares of common stock at the annual meeting:

Beneficial Owners. If you are a stockholder whose shares are held in “street name” (i.e., in the name of a broker or other custodian) you may vote the shares electronically at the annual meeting only if you obtain a legal proxy from the broker or other custodian giving you the right to vote the shares. Please see the registration options set forth below under “Registering in Advance of the Annual Meeting” and “Registering at the Annual Meeting” and follow the instructions to upload and submit your legal proxy. Alternatively, you may have your shares voted at the annual meeting by following the voting instructions provided to you by your broker or custodian. Although most brokers offer voting via the Internet, by telephone, and mail, availability and specific procedures will depend on their voting arrangements. If you have any questions or need assistance with voting, please contact Okapi Partners LLC, our proxy solicitor, at 1-877-259-6290 (for stockholders) or 212-297-0720 (for banks and brokers).

Stockholders of Record. If you are a stockholder of record, you may vote at the annual meeting by following the instructions on the notice, email or proxy card that you received to access the annual meeting.

Beneficial Owners. If you are a beneficial owner, please see the registration options set forth below under “Registering in Advance of the Annual Meeting” and “Registering at the Annual Meeting.”

You may revoke your proxy at any time before it is voted at the annual meeting by any of the following methods:

GameStop Corp.

625 Westport Parkway

Grapevine, Texas 76051

Attention: Secretary

The annual meeting will be held virtually on      , 2026 at 10:00 a.m., CDT. You are entitled to attend the annual meeting pursuant to the instructions below if you were a stockholder of record or a beneficial owner of our shares of common stock as of the record date. Participation in the meeting is limited due to the capacity of the host platform, and access to the meeting will be accepted on a first-come, first-served basis once electronic entry begins. Electronic entry to the meeting will begin at or before 9:30 a.m., CDT and the meeting will begin promptly at 10:00 a.m., CDT.

In order to ensure that your shares are represented at the meeting, we strongly encourage you to vote your shares by proxy prior to the annual meeting and further encourage you to submit your proxies electronically—by telephone or by Internet—by following the easy instructions on the enclosed proxy card. Your vote is important, and voting electronically should facilitate the timely receipt of your proxy.

Stockholders of Record. You may attend the annual meeting by following the instructions on the virtual annual meeting website at meetnow.global/MPZGKGZ.

Beneficial Owners. Beneficial owners that want to attend the annual meeting online have two options:

We expect that the vast majority of beneficial owners will be able to attend the annual meeting using the control number received with their voting instruction form. Please note, however, that this option is intended to be provided as a convenience to beneficial owners only, and there is no guarantee that this option will be available for every type of beneficial owner voting control number. The inability to provide this option to any or all beneficial owners shall in no way impact the validity of the annual meeting. Beneficial owners may choose the Registering in Advance of the Annual Meeting option above, if they prefer to use this traditional, paper-based option.

The online meeting will begin promptly at 10:00 a.m., CDT. We encourage you to access the meeting prior to the start time leaving ample time to check in.

Registration is only required if you are a beneficial owner, as set forth above.

A quorum of common stockholders is required to hold a valid annual meeting of stockholders. Unless a quorum is present at the annual meeting, no action may be taken at the annual meeting, except the adjournment thereof to a later time. The holders of a majority of the outstanding shares of our common stock entitled to vote at the meeting must be present or represented by proxy to constitute a quorum. All valid proxies returned will be included in the determination of whether a quorum is present at the annual meeting. The shares of a stockholder whose ballot on any or all proposals is marked as “abstain” will be treated as present for quorum purposes. If a broker indicates on the proxy that it does not have discretionary authority as to certain shares to vote on a particular matter, those uninstructed shares, constituting “broker non-votes,” will be considered as present for determining a quorum, but will not be voted with respect to that matter.

A “broker non-vote” occurs when a nominee (such as a custodian or bank) holding shares for a beneficial owner returns a signed proxy but does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner. For routine matters, the New York Stock Exchange (the “NYSE”) gives brokers the discretion to vote, even if they have not received voting instructions from the beneficial owners. Each broker has its own policies that control whether or not it casts votes for routine matters. In this Proxy Statement, the ratification of our independent registered public accounting firm and the approval of the Authorized Shares Amendment are both expected to be considered routine by the NYSE.

Voting Rights Generally. Each share of common stock is entitled to one vote on each matter to be voted on at the annual meeting. Stockholders have no cumulative voting rights. Although the advisory vote on Proposal 2 is non-binding, as provided by law, the Compensation Committee of the Board and the Board will review the results of the vote and, consistent with our record of stockholder engagement, will consider the results of the vote when making future compensation decisions.

Election of Directors. Our Bylaws provide that, in an uncontested election, a nominee for director is elected only if such nominee receives the affirmative vote of a majority of the total votes cast for such nominee. The majority voting standard does not apply in contested elections, and directors are elected by a plurality of the votes cast in a contested election.

The majority voting standard will apply to the election of directors at the annual meeting. Accordingly, a nominee for election to the Board will be elected if the number of votes cast “for” such nominee exceeds the number of votes cast “against” that nominee. Abstentions and broker non-votes will not be treated as votes cast in the election of a director and will therefore have no effect on the result of such vote.

Advisory Vote on Executive Compensation. Approval on an advisory, non-binding basis of the compensation of our NEOs requires the affirmative vote of a majority of the shares present or represented by proxy and entitled to vote at the annual meeting on this proposal. Abstentions (if any) will have the same effect as a vote “against” this proposal. Broker non-votes (if any) will have no effect on this proposal because they are not entitled to vote on this proposal. As an advisory vote, the proposal to approve the compensation of our NEOs is not binding upon us. However, our Compensation Committee, which is responsible for designing and administering our executive compensation programs, and the Board value the opinions expressed by our stockholders and will consider the results of the vote when making future compensation decisions.

Ratification of Appointment of Independent Registered Public Accounting Firm. Ratification of our Audit Committee’s appointment of KPMG LLP (“KPMG”) as our independent registered public accounting firm for our fiscal year ending January 30, 2027 requires the affirmative vote of a majority of the shares present or represented by proxy and entitled to vote at the annual meeting on this proposal. Abstentions (if any) will have the same effect as a vote “against” this proposal. The approval of this proposal is a routine matter on which a broker or other nominee is generally empowered to vote in the absence of voting instructions from the beneficial owner. If the stockholders should not ratify the appointment of KPMG, the Audit Committee will reconsider the appointment.

Approval of CEO Performance Award. The approval of the CEO Performance Award requires:

Approval of the Authorized Shares Amendment. The approval of the Authorized Shares Amendment, which is not a condition to the CEO Performance Award, requires the affirmative vote of at least a majority of the outstanding shares of common stock entitled to vote at the annual meeting. As determined by NYSE, the approval of this proposal is expected to be a routine matter on which a broker or other nominee is generally empowered to vote in the absence of voting instructions from the beneficial owner. Abstentions (if any) will have the same effect as a vote “against” this proposal.

We have engaged Computershare, our transfer agent, to act as our independent tabulator to receive and tabulate votes and to act as our inspector of election. Computershare will certify the results and determine the existence of a quorum and the validity of proxies and ballots.

Contact our transfer agent by either writing to Computershare Investor Services, PO BOX 43006, Providence, RI, 02940-3006 (courier services should be sent to Computershare Investor Services, 150 Royall Street, Suite 101, Canton, MA 02021), by telephoning stockholder services at 1-800-522-6645 (toll free within the USA, US territories and Canada), or by visiting their Investor Center^™ portal at www.computershare.com/investor.

We will pay for the cost of preparing, assembling, printing, mailing and distributing these proxy materials. Our directors, officers and employees may solicit proxies or votes in person, by telephone, or by electronic communication. Such individuals will not receive any additional compensation for these solicitation activities. We will, upon request, reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation material to the beneficial owners of our stock. The Company has also retained Okapi Partners LLC to assist with the solicitation of proxies for a fee of $26,000, plus reimbursement of costs and expenses.

Some of your shares may be registered differently or held in more than one account. You should vote each of your accounts via the Internet, by telephone or mail. If you mail your proxy cards, please sign, date and return each proxy card to assure that all of your shares are voted.

Stockholder proposals may be submitted for inclusion in the Proxy Statement for our 2027 annual meeting of stockholders in accordance with Rule 14a-8 of the Securities and Exchange Commission (“SEC”). See “Other Matters—Proposals Pursuant to Rule 14a-8” later in this Proxy Statement. In addition, eligible stockholders are entitled to nominate and include in our Proxy Statement for our 2027 annual meeting director nominees, subject to limitations and requirements in our Bylaws. See “Other Matters—Proxy Access Director Nominees” later in this Proxy Statement. Any stockholder who wishes to propose any business at the 2027 annual meeting other than for inclusion in our Proxy Statement pursuant to Rule 14a-8 or pursuant to the proxy access provisions in our Bylaws must provide timely notice and satisfy the other requirements for stockholders’ proposals in our Bylaws. See “Other Matters—Other Proposals and Nominees” later in this Proxy Statement. Proposals should be sent via registered, certified, or express mail to: Secretary, GameStop Corp., 625 Westport Parkway, Grapevine, Texas 76051.

We have mailed our Annual Report with this Proxy Statement. The Annual Report includes our audited financial statements for fiscal 2025, along with other financial information about us. Our Annual Report is not part of the proxy solicitation materials.

You can also obtain, free of charge, a copy of our Annual Report, which includes our audited financial statements, by:

You can also obtain a copy of our Annual Report and other periodic filings that we make with the SEC from the SEC’s EDGAR database at www.sec.gov.

Your proxy card will contain instructions on how to:

Our proxy materials are also available on our website at http://investor.gamestop.com.

On or about      , 2026, we will begin mailing the proxy materials to stockholders of record as of      , 2026, and we will post our proxy materials at http://investor.gamestop.com. In addition, the website provides information regarding how you may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.

Yes. We invite stockholders and other interested parties to communicate directly and confidentially with the full Board, the Chair of the Board or the non-management directors as a group by writing to the Board, the Chair or the Non-Management Directors, GameStop Corp., 625 Westport Parkway, Grapevine, Texas 76051, Attn: Secretary. The Secretary will forward such communications to the intended recipient or recipients and will retain copies for our corporate records.

Yes. Beginning at least 30 minutes prior to, and during the annual meeting, you will be able to access the Rules of Conduct applicable to the annual meeting. We will hold a Q&A session during the annual meeting, during which we intend to answer questions that are pertinent to the items being brought before the stockholder vote at the annual meeting, as time permits and in accordance with our Rules of Conduct for the annual meeting.

Stockholders of Record. If you are a stockholder of record, you may submit questions by accessing the meeting site at meetnow.global/MPZGKGZ and following the directions.

Beneficial Owners. If you are a beneficial owner, please see the registration options set forth above under “6. How Can I Attend the Annual Meeting?” to submit questions.

We encourage you to access the meeting site in advance of the annual meeting start time. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support line number that will be posted on the virtual meeting site.

PROPOSAL 1: ELECTION OF DIRECTORS

Director Nomination Process

The Board has nominated each of the five individuals identified below under “The Director Nominees” to stand for election at the annual meeting. Each of the nominees is currently a director of the Company.

Each director elected at the annual meeting will hold office for a term expiring at the 2027 annual meeting of stockholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal. Each of the nominees identified in this Proxy Statement has consented to being named as a nominee in our proxy materials and has accepted the nomination and agreed to serve as a director if elected by the stockholders. We have no reason to believe that any of the nominees will be unable to serve as a director. However, should any nominee be unable to serve if elected, the Board may reduce the number of directors or recommend a substitute nominee. The shares represented by all valid proxies may be voted for the election of a substitute if one is nominated by the Board.

The Director Nominees

The following table sets forth the names and ages of the individuals nominated by the Board for election at the annual meeting, the years they first became a director, the positions, if any, they hold with the Company, and the standing committees of the Board, if any, on which they serve as of      , 2026:

Director Nominee Qualifications and Experience

Our business is managed under the direction of the Board, and we strive to maintain a board with a mix of skills and experiences that, taken together, provide us with the variety and depth of knowledge necessary for effective oversight, direction and vision. The following matrix presents qualifications and experiences the Board considered in recommending each director nominee for election:

Biographies of Director Nominees

The biographies describe each director nominee’s qualifications and relevant experience. The biographies include key qualifications, skills and attributes most relevant to the decision to nominate candidates to serve on the Board.

Ryan Cohen has been a member of the Board since January 2021. He was elected Chairman of the Board in June 2021 and appointed Chief Executive Officer in September 2023. Mr. Cohen is also a sizable stockholder of the Company. Mr. Cohen previously founded and served as the Chief Executive Officer of Chewy, Inc. (NYSE: CHWY), where he oversaw the company’s growth and ascension to market leadership in the pet industry. Mr. Cohen led Chewy through its successful sale to PetSmart Inc. prior to stepping down in 2018.

Director Qualifications: In addition to his ownership perspective, Mr. Cohen brings to the Board his demonstrated leadership experience as a successful entrepreneur and investor and his extensive experience in retail, technology and consumer marketing verticals, having overseen merchandising, marketing, supply chain, ecommerce and business development.

Mr. Attal is an ecommerce executive and entrepreneur with more than two decades of experience building and managing businesses. From 2017 through 2018, Mr. Attal served as the Chief Marketing Officer of Chewy, Inc. (NYSE: CHWY) and oversaw an annual acquisition budget of more than $300 million, which was allocated to broadcast, direct mail and digital advertising and engagement initiatives. From 2011 through early 2017, he served as Chewy’s Chief Operating Officer and oversaw its expansion from three people to more than 10,000 employees and $3 billion in revenues.

Director Qualifications: Mr. Attal brings to the Board more than two decades of experience building and managing businesses, having served in senior management positions overseeing marketing and operations.

Larry Cheng is Co-Founder and Managing Partner of Volition Capital, LLC, a leading growth equity investment firm based in Boston, Massachusetts and the first investor in Chewy, Inc. (NYSE: CHWY). He has more than two decades of venture capital and growth equity investing experience based on time at Volition Capital, Fidelity Ventures, Battery Ventures, and Bessemer Venture Partners. He presently leads the Internet and Consumer team at Volition Capital, focusing on disruptive companies in ecommerce, internet services, consumer brands, and digital media and gaming. He received his bachelor’s degree from Harvard College where he concentrated in Psychology.

Director Qualifications: Mr. Cheng brings to the Board significant experience in capital allocation and deployment, finance, ecommerce, internet services, consumer brands, digital media and gaming.

Mr. Grube is a business and finance executive with more than two decades of corporate experience. He was most recently the Chief Financial Officer of Rad Power Bikes, a global e-bike mobility company. He previously served as the Chief Financial Officer of Vacasa (NASDAQ: VCSA) from 2019 through 2020, a North American vacation rental management company, and as Chief Financial Officer of Chewy, Inc (NYSE: CHWY) from 2015 through 2018. He was formerly Senior Vice President of Finance at Hilton (NYSE: HLT) from 2009 through 2015 and a Director of Finance at Amazon (NASDAQ: AMZN) from 2007 through 2009. He has a bachelor’s degree in Industrial Engineering from Purdue University and received his master’s degree from the Massachusetts Institute of Technology. Mr. Grube also serves as an independent board member and the Audit Committee Chair of UK-based Job&Talent, an independent board member of Miami-based Carewell, and a director and finance committee member of the Oregon-based non-profit Friends of the Columbia Gorge. In his chief financial officer and audit committee chair roles, Mr. Grube has overseen company cybersecurity readiness assessments, risk reviews, and control effectiveness.

Director Qualifications: Mr. Grube brings to the Board more than two decades of corporate experience, having served in senior management positions overseeing finance, accounting, treasury, tax, and procurement.

Nathaniel Turner is a seasoned entrepreneur and business leader. Mr. Turner is currently the Chairman and Chief Executive Officer of Collectors Holdings, Inc., a holding company focused on the collectibles industry. Prior to joining Collectors Holdings, Inc., Mr. Turner co-founded, and was the Chief Executive Officer of, Flatiron Health, Inc., a technology company focused on the oncology industry. He also co-founded and led Invite Media, an advertising technology company. Mr. Turner is an active angel investor and has invested in many startups both personally and through Operator Partners LLC, a venture capital investment firm that invests in early-stage technology companies and founders. Mr. Turner earned a Bachelor of Science degree in economics from the Wharton School at the University of Pennsylvania.

Director Qualifications: Mr. Turner brings to the Board extensive leadership and entrepreneurial experience, having founded several companies, and significant experience in retail, internet services and ecommerce.

THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR ALL OF THE BOARD’S FIVE NOMINEES. PROXIES SOLICITED BY THIS PROXY STATEMENT WILL BE VOTED FOR ALL FIVE NOMINEES UNLESS A VOTE AGAINST A NOMINEE OR ABSTENTION IS SPECIFICALLY INDICATED.

The Board of Directors

Board Oversight of Strategy

The Board is deeply engaged and involved in overseeing our long-range strategy, including evaluating key market opportunities, consumer trends and competitive developments as well as capital allocation and deployment strategies. The Board’s oversight of risk is another integral component of the Board’s oversight and engagement on strategic matters. Strategy-related matters are regularly discussed at Board meetings and, as relevant, at Board committee meetings. Matters of strategy also inform committee-level discussions of many issues, including business risk and investment decisions. Engagement of the Board on these issues and other matters of strategic importance continues in between Board meetings, including through updates to the Board on significant items. Each director is expected to and does bring to bear his or her own talents, insights and experiences on these strategy discussions.

Meetings and Committees of the Board

The Board met six times during fiscal 2025. Each incumbent director who served on the Board at any time during fiscal 2025 attended 75% or more of the aggregate of the total number of meetings of the Board and the total number of meetings of all committees thereof on which they served (held during the period in fiscal 2025 that they served).

The Board has three standing committees: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee.

Audit Committee

The Audit Committee assists the Board in fulfilling its oversight responsibility and reviews:

In addition, the Audit Committee has established procedures for the receipt, retention and treatment of confidential and anonymous complaints regarding our accounting, internal accounting controls and auditing matters. The Board has adopted a written charter setting out the functions of the Audit Committee (the “Audit Committee Charter”), a copy of which is available on our website at http://investor.gamestop.com/corporate-governance and is available in print to any stockholder who requests it in writing to our Secretary, GameStop Corp., 625 Westport Parkway, Grapevine, Texas 76051. As required by the Audit Committee Charter, the Audit Committee will continue to review and reassess the adequacy of the Audit Committee Charter annually and recommend any changes to the Board for approval.

The current members of the Audit Committee are Jim Grube (Chair), Alan Attal and Larry Cheng, each of whom is an “independent” director under the listing standards of the NYSE. The Board has determined that Mr. Grube has the requisite attributes of an “audit committee financial expert” as defined by regulations promulgated by the SEC and that such attributes were acquired through relevant education and/or experience. In addition to meeting the independence standards of the NYSE, each member of the Audit Committee is financially literate and meets the independence standards established by the SEC. The Audit Committee met four times during fiscal 2025.

Compensation Committee

The Compensation Committee is primarily responsible for:

The Compensation Committee has the authority to engage executive compensation advisers, if desired, to assist the Compensation Committee in conducting its duties.

The current members of the Compensation Committee are Alan Attal (Chair), Larry Cheng and Jim Grube, each of whom meets the independence standards of the NYSE and the SEC. The Board has adopted a written charter setting out the functions of the Compensation Committee, a copy of which is available on our website at http://investor.gamestop.com/corporate-governance and is available in print to any stockholder who requests it in writing to our Secretary, GameStop Corp., 625 Westport Parkway, Grapevine, Texas 76051. The Compensation Committee met ten times during fiscal 2025.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is primarily responsible for:

The current members of the Nominating and Corporate Governance Committee are Alan Attal (Chair) and Larry Cheng, each of whom meets the independence standards of the NYSE. The Board has adopted a written charter setting out the functions of the Nominating and Corporate Governance Committee, a copy of which can be found on our website at http://investor.gamestop.com/corporate-governance and is available in print to any stockholder who requests it in writing to our Secretary, GameStop Corp., 625 Westport Parkway, Grapevine, Texas 76051. The Nominating and Corporate Governance Committee met three times during fiscal 2025.

Minimum Qualifications

The Nominating and Corporate Governance Committee ensures that the Board possesses the right mix of skills and experiences to provide effective guidance and oversight to management as it executes our short- and long-term strategy. The Nominating and Corporate Governance Committee does not set specific minimum qualifications for directors, except to the extent required to meet applicable legal, regulatory and stock exchange requirements, including, but not limited to, the independence requirements of the NYSE and the SEC, as applicable. Instead, we seek nominees for director who possess business acumen, high integrity, an ownership mentality, and a deep, genuine interest in GameStop. The Board also believes that each director should have a basic understanding of (i) the principal operational and financial objectives and plans and strategies of the Company, (ii) the results of operations and financial condition of the Company and of any significant subsidiaries or business segments, and (iii) the relative standing of the Company and its business segments in relation to its competitors. The Nominating and Corporate Governance Committee does not have a policy regarding the consideration of diversity in identifying nominees for director and does not seek diversity, however defined. The Board has established a director retirement age of 75, unless the Chair of the Board grants a waiver as permitted under the retirement policy. Currently, none of our directors is of retirement age.

Nominating Process

The Nominating and Corporate Governance Committee will consider recommendations for director candidates from a variety of sources (including incumbent directors, stockholders (in accordance with the procedures described below), our management and third-party search firms). When nominating an incumbent director for re-election at an annual meeting, the Nominating and Corporate Governance Committee considers the director’s performance on the Board and its committees and the director’s qualifications in light of the Nominating and Corporate Governance Committee’s assessment of the Board’s needs. The Nominating and Corporate Governance Committee evaluates director candidates recommended by stockholders in substantially the same way that it evaluates candidates recommended by its members, other members of the Board, or other persons, as described above under “Board Composition”.

Consideration of Stockholder-Nominated Directors

In addition to proposing a candidate for possible nomination by the Nominating and Corporate Governance Committee, any stockholder is entitled to directly nominate one or more candidates for election to the Board in accordance with our Bylaws. See “Other Matters—Other Proposals and Nominees” later in this Proxy Statement. Also, our Bylaws include a proxy access provision, which allows a stockholder, or a group of up to 25 stockholders, owning 3% or more of our outstanding common stock continuously for at least three years, to nominate and include in our proxy materials director nominees constituting up to two individuals or 25% of

the Board (whichever is greater), provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in Article III of the Bylaws. The complete text of our Bylaws, as amended, is available on our website at http://investor.gamestop.com/corporate-governance and is available in print to any stockholder who requests it in writing to our Secretary, GameStop Corp., 625 Westport Parkway, Grapevine, Texas 76051. See “Other Matters—Proxy Access Director Nominees” elsewhere in this Proxy Statement.

Annual Board Evaluation Process

The Board recognizes that a constructive evaluation process is an essential part of good corporate governance and board effectiveness. The evaluation processes utilized by the Board are designed and implemented under the direction of the Nominating and Corporate Governance Committee and aim to assess Board and committee effectiveness as well as individual Director performance and contribution levels. The Nominating and Corporate Governance Committee and full Board consider the results of these evaluations in connection with their review of director nominees to ensure the Board continues to operate effectively.

Our directors regularly complete governance questionnaires. These questionnaires, and feedback from discussions between members of the Nominating and Corporate Governance Committee and individual directors, facilitate a candid assessment of: (i) the Board’s performance in areas such as business strategy, risk oversight, talent development and succession planning and corporate governance; (ii) the Board’s structure, composition and culture; and (iii) the mix of skills, qualifications and experiences of our directors.

Corporate Governance

Director Independence; Independence Determination

The Board has adopted the definition of independence in the listing standards of the NYSE. In its assessment of director independence, the Board considers all commercial, charitable and other relationships and transactions that any director or member of his or her immediate family may have with us, with any of our affiliates or with any of our consultants or advisers.

The Board has affirmatively determined that, during fiscal 2025, each of Alan Attal, Larry Cheng, and Jim Grube and the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee were independent under the NYSE standards as well as under standards set forth in SEC regulations.

The Board has also affirmatively determined that, except for Ryan Cohen and Nat Turner, each of the director nominees is independent under the NYSE standards as well as under standards set forth in SEC regulations, and that the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee are composed exclusively of independent directors under the foregoing standards. The Board determined that Mr. Cohen is not independent because of his current executive position. In November 2024 and during the second quarter of fiscal 2025, the Company (i) entered into a collaboration with Collectors Holdings, Inc. (“Collectors”), through its Professional Sports Authenticator division (“PSA”) and (ii) launched Power Packs, a digital trading card platform developed in collaboration with PSA. While Mr. Turner is not deemed independent due to his role as Chief Executive Officer and Chairman of Collectors and the Company’s commercial relationship with PSA, the Board determined his deep expertise in the grading and collectibles market is necessary to oversee GameStop’s expansion into this category. To ensure independent oversight, Mr. Turner recuses himself from all Board discussions and votes pertaining to the PSA commercial relationship. For a description of these transactions, see “Certain Relationships and Related Transactions” below.

Our independent and non-management directors hold regularly scheduled executive sessions without management present.

Board Leadership Structure

In June 2023, the Board appointed Ryan Cohen as Executive Chairman of the Board and Alan Attal as Lead Independent Director. Subsequently, in September 2023, the Board appointed Mr. Cohen as the Company’s President, Chief Executive Officer and Chairman. Therefore, the Board’s leadership structure is currently composed of a combined President, Chief Executive Officer and Chair of the Board and a Lead Independent Director.

The Board believes that having a combined President, Chief Executive Officer and Chair of the Board enhances the Board’s oversight of our day-to-day operations and provides additional management expertise with respect to the complexities of our business units.

The establishment and maintenance of the Lead Independent Director role is intended to provide an element of Board leadership that is separate and distinct from executive management, thereby facilitating robust, independent and objective contributions from the independent directors. The Lead Director’s principal responsibilities and duties include:

In addition, all directors play an active role in overseeing our business both at the Board and committee level. This structure, together with our other corporate governance practices, provides independent oversight of management while ensuring clear strategic direction for us. The Board believes that at this time our stockholders are best served by this structure.

Majority Voting in the Election of Directors

Directors must be elected by a majority of the votes cast in elections for which the number of nominees for election does not exceed the number of directors to be elected. A plurality vote standard applies to contested elections where the number of nominees exceeds the number of directors to be elected. Our Bylaws provide that any incumbent director who does not receive a majority of the votes cast in an uncontested election is required to tender his or her resignation for consideration by our Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will make a recommendation to the Board whether to accept or reject the resignation, or whether other action should be taken. The director who tenders his or her resignation will not participate in the Nominating and Corporate Governance Committee’s or the Board’s decision. In determining its recommendation to the Board, the Nominating and Corporate Governance Committee will consider all factors that it deems relevant. Following such determination, we will promptly publicly disclose the Board’s decision, including, if applicable, the reasons for rejecting the tendered resignation.

Codes of Ethics

We have adopted a Code of Ethics for Senior Financial and Executive Officers that is applicable to our Chief Executive Officer, Principal Financial Officer, Principal Accounting Officer, any Executive Vice President, and any Senior Vice President or Vice President employed in a finance or accounting role and any managing director or finance director of all our foreign subsidiaries. We have also adopted a Code of Standards, Ethics and Conduct applicable to all of our associates and non-employee directors. The Code of Ethics for Senior Financial and Executive Officers and the Code of Standards, Ethics and Conduct are available on our website at http://investor.gamestop.com/corporate-governance and are available in print to any stockholder who requests them in writing to our Secretary, GameStop Corp., 625 Westport Parkway, Grapevine, Texas 76051. In accordance with SEC rules, we intend to disclose any amendment (other than any technical, administrative or other non-substantive amendment) to either of the above Codes, or any waiver of any provision thereof with respect to certain specified officers listed above, on our website at http://investor.gamestop.com/corporate-governance within four business days following such amendment or waiver.

In order to safeguard the integrity and effectiveness of the Pledging Policy, the following restrictions apply:

Anti-Hedging Policy

Given that the aim of ownership of common stock is to ensure that employees and directors have a direct personal financial stake in our performance, hedging transactions on the part of employees and directors could be contrary to that purpose. Therefore, we have adopted an anti-hedging policy which states that the implementation by an employee or director of hedging strategies or transactions using short sales, puts, calls or other types of financial instruments (including, but not limited to, prepaid variable forward contracts, equity swaps, collars, and exchange funds) based upon the value of our common stock and applied to equity securities granted to such employee or director, or held, directly or indirectly, by such employee or director, is strictly prohibited.

Corporate Governance Guidelines; Certifications

The Board has adopted Corporate Governance Guidelines. The Corporate Governance Guidelines are available on our website at http://investor.gamestop.com/corporate-governance and are available in print to any stockholder who requests them in writing to our Secretary, GameStop Corp., 625 Westport Parkway, Grapevine, Texas 76051.

On an annual basis, our General Counsel submits to the NYSE the annual certification required by Section 303A.12(a) of the NYSE Listed Company Manual. In addition, we have filed with the SEC as exhibits to our Annual Report the certifications of our Chief Executive Officer and Principal Financial Officer required pursuant to Section 302 of the Sarbanes-Oxley Act relating to the quality of our public disclosure.

Communications Between Stockholders and Interested Parties and the Board

Stockholders and other interested persons seeking to communicate with the Board should submit any communications in writing to our Secretary, GameStop Corp., 625 Westport Parkway, Grapevine, Texas 76051. Any such communication must be accompanied by the following information: (i) if the person submitting the communication is a stockholder, state the number of shares beneficially owned by the stockholder making the communication, and (ii) if the person submitting the communication is not a stockholder and is submitting the communication as an interested party, the nature of the person’s interest in the Company. Our Secretary will forward such communication to the full Board or to any individual director or directors (including the presiding director of the executive sessions of the non-management directors or the non-management directors as a group) to whom the communication is directed.

Attendance at Annual Meetings

All members of the Board are expected to attend the annual meeting and be available to address questions or concerns raised by stockholders. At our 2025 annual meeting of stockholders, all of our then incumbent directors who stood for re-election at the 2025 annual meeting attended the meeting virtually.

Succession Planning

The Board is responsible for succession planning and succession planning issues are discussed as a matter of course at regular Board meetings. In addition, the Nominating and Corporate Governance Committee periodically reviews succession plans for our senior executive officer positions, including the Chief Executive Officer.

Risk Oversight

Responsibility for risk oversight resides with the full Board. Committees help the Board carry out this responsibility by focusing on key areas of risk inherent in the business. The Audit Committee oversees (i) risk associated with financial and accounting matters,

including compliance with legal and regulatory requirements, related-party transactions and our financial reporting and internal control systems, (ii) our internal audit function and regularly meets separately with representatives of our internal audit team, the Principal Financial Officer, external auditors and other financial and executive management and (iii) our cybersecurity program, including assessing the measures the Company implements to mitigate and prevent cybersecurity attacks or other compromises. The Compensation Committee oversees risks associated with compensation policies and the retention and development of executive talent, including the development of policies that do not encourage excessive risk-taking by our executives. These policies include various factors to help mitigate risk, including vesting periods, performance goals, equity ownership policies, holding requirements and clawback provisions. The Compensation Committee and management also regularly review our compensation policies to determine effectiveness and to assess the risk they present to us. Based on this review, we have concluded that our compensation policies and procedures are not reasonably likely to have a material adverse effect on us. In addition, at least annually, the Board conducts a formal business review including a risk assessment related to our existing business and new initiatives. Because overseeing risk is an ongoing process and inherent in strategic decisions, the Board also discusses risk throughout the year at other meetings in relation to specific topics or actions.

Director Compensation

Historically, each non-employee director (other than Mr. Cohen) elected at the annual meeting received a restricted stock unit (“RSU”) award with respect to a number of shares determined by dividing $200,000 by the average closing price of our common stock for the 30 trading days immediately preceding the annual meeting. Such RSUs vested upon the earlier of the next regularly scheduled annual meeting following the award date or the grantee’s death. One share of common stock was distributed in respect of each vested RSU within 60 days following the relevant vesting date or event. Under this structure, no cash compensation was paid to our non-employee directors.

Commencing with the 2024 annual meeting, the Board eliminated all compensation for non-employee directors, including for services as committee chairpersons, Lead Independent Director or Chair of the Board. The Board believes that this new policy is consistent with the Company’s philosophy of creating an ownership mentality, encouraging investment by directors in the Company, and aligning the interests of our directors with our stockholders. Under the current policy, our directors are only compensated to the extent their own investment in the Company appreciates, uniquely situating our directors to drive stockholder value. Because the Board believes that it is important for each director to have a financial stake in the Company to help align the director’s interests with those of our stockholders, we require our directors to maintain a certain level of ownership of common stock and the Board’s equity ownership policy described above remains in full force and effect. For a description of the equity ownership policy, see “Corporate Governance-Equity Ownership Policy” above.

Directors who are also executive officers (presently, Mr. Cohen) do not receive additional compensation for their services as directors.

The following table provides information regarding compensation of our current non-employee directors for fiscal 2025.

We have reimbursed and will continue to reimburse our directors for reasonable expenses incurred in connection with their attendance at Board and committee meetings.

Executive Officers

The following table sets forth the names and ages of our executive officers and the positions they hold or held, as applicable, during fiscal 2025:

Business Experience of Executive Officers

Ryan Cohen. For background information on Mr. Cohen, please see “Biographies of Director Nominees.”

Dan Moore. Mr. Moore serves as the Company’s Principal Financial Officer, a role he has had since March 2024, and as the Company’s Principal Accounting Officer, a role he has had since August 2023. Prior to being appointed Principal Financial and Accounting Officer, Mr. Moore served in the following roles since joining the Company in July 2021: interim Principal Financial Officer (August 2023 to March 2024); Vice President, Corporate Global Controller (September 2022 to August 2023); and Vice President, Global Tax (July 2021 to September 2022). Prior to joining the Company in 2021, Mr. Moore served as Vice President, Tax at Elevate Textiles and Director of International Tax at Roper Technologies. Overall, Mr. Moore has more than 20 years’ experience in finance, accounting and tax.

Mark Robinson. Mr. Robinson serves as our General Counsel and Secretary, a role he has had since January 2022. Since joining the Company in August 2015, Mr. Robinson has served in the following roles: General Manager (June 2023 to September 2023); Vice President, Assistant General Counsel (June 2020 to January 2022); and Senior Counsel (August 2015 to June 2020). In his current role, he oversees the legal and human resources functions of the Company. Prior to joining the Company in 2015, Mr. Robinson held positions as an attorney at law firms Norton Rose Fulbright and Jones Day, where he provided counsel on corporate and finance transactions.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth the number of shares of our common stock beneficially owned on May 2, 2026 by each director, each of the NEOs, each holder of 5% or more of our common stock and all of our directors and executive officers as a group (including shares of common stock that such person or holder has the right to acquire within 60 days of May 2, 2026). Except as otherwise noted, the individual director or executive officer (including the former executive officer who was a NEO) or his or her immediate family members had sole voting and investment power with respect to the identified securities. Except as otherwise noted, the address of each person listed below is c/o GameStop Corp., 625 Westport Parkway, Grapevine, Texas 76051. The total number of shares of our common stock outstanding as of May 2, 2026 was 448,650,736.

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee are Alan Attal (Chair), Larry Cheng and Jim Grube, none of whom has ever been an employee of the Company. No member of the Compensation Committee had a relationship requiring disclosure in this Proxy Statement under Items 404 or 407 of SEC Regulation S-K.

We believe that it is appropriate to solicit the views of our stockholders regarding the compensation of our NEOs. Accordingly, and in accordance with SEC rules implemented under Section 14A of the Exchange Act, the Company seeks a non-binding advisory vote from our stockholders on the compensation of our NEOs as described in this Proxy Statement. Although the advisory vote on Proposal 2 is non-binding, as provided by law, the Compensation Committee of the Board and the Board will review the results of the vote and, consistent with our record of stockholder engagement, will consider the results of the vote when making future compensation decisions.

As discussed more fully in the “Compensation Discussion and Analysis” in this Proxy Statement, the Compensation Committee believes the NEOs should be compensated commensurate with their success in maintaining a high level of performance necessary for the Company to produce ongoing and sustained value for our stockholders.

We conduct an advisory vote on executive compensation on an annual basis. This is an advisory vote and is not binding upon the Company, the Compensation Committee or the Board. Therefore, stockholders are not ultimately voting for the approval or disapproval of the Board’s recommendation on this proposal. The result of the vote will not impact any compensation that has already been paid or awarded to the executive officers.

Mr. Cohen receives no salary, no cash bonuses, and no equity-based compensation awards that vest based solely on the passage of time. The only item reported for Mr. Cohen under SEC compensation disclosure rules for fiscal 2025 is the Company’s incremental cost of an executive protection program established by the Board for Mr. Cohen. As described in Proposal 4, the Compensation Committee recently approved the CEO Performance Award, the effectiveness of which is subject to approval by the Company’s stockholders. Under the CEO Performance Award, Mr. Cohen’s compensation is entirely “at risk”. The CEO Performance Award is designed to be performance-oriented as nothing is earned until market capitalization and cumulative performance EBITDA goals are achieved.

The compensation for our other executive officers is designed to ensure that such officers are also incentivized to drive long-term stockholder value. We accomplished this goal through a model that purposefully prioritizes equity incentives that are both time- and performance-based. We strongly encourage stockholders to read the “Compensation Discussion and Analysis,” the compensation tables and the accompanying narrative disclosures in this Proxy Statement which discuss in greater detail the compensation of our executive officers, the Company’s compensation philosophy and the factors that the Compensation Committee considered in making compensation decisions.

Accordingly, the Board recommends that stockholders vote FOR the following resolution:

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the NEOs, as disclosed in the Company’s Proxy Statement for the 2026 annual meeting of stockholders pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the Summary Compensation Table (“SCT”) and the other related tables and disclosure.”

THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE RESOLUTION ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. PROXIES SOLICITED BY THIS PROXY STATEMENT WILL BE VOTED FOR THIS PROPOSAL UNLESS A VOTE AGAINST THE PROPOSAL OR AN ABSTENTION IS SPECIFICALLY INDICATED.

Compensation Discussion and Analysis

Compensation Philosophy

We believe it is mutually beneficial for the Company and our employees to instill an ownership mentality and have a significant majority of compensation in the form of equity. Accordingly, our compensation program is designed to drive ownership of our work, our capital and our relationship to our customers and stockholders as we focus on growth and profitability. Our executive compensation program is administered by the Compensation Committee. The program is based upon the following guiding principles:

The Compensation Committee believes our compensation model is reflective of these guiding principles. The vast majority of our executive compensation program, which is primarily comprised of equity incentives, is tied to our stock price, directly aligning the interests of our executives with those of our stockholders. To the extent the Company succeeds in achieving our business strategy, our executives will be rewarded through stock price appreciation; however, failure to achieve our strategy and deliver sustainable stockholder value creation will lead to an erosion of realized pay to our executives. In limited circumstances, we also use short-term equity incentives based on the achievement of objective financial goals. This fundamental commitment to pay for performance underscores our compensation decision-making.

The Company maintains an independently-assessed executive protection program for Mr. Cohen, which was established by the Board, to mitigate operational risks to the business. The Board has determined that the program is a necessary business-related expense incurred for the benefit of the Company because of, and solely in connection with, Mr. Cohen’s service as Chief Executive Officer and Executive Chairman. While we consider this program as necessary for Mr. Cohen to carry out his employment responsibilities, the aggregate incremental cost of the program for fiscal 2025 is reported in the Summary Compensation Table below in accordance with applicable SEC disclosure rules.

Mr. Cohen has declined receipt of a salary, cash bonus and other benefits. Historically, Mr. Cohen has also declined equity-based compensation and therefore primarily has only benefitted to the extent his existing investment in the stock of the Company appreciates. As described in more detail in Proposal 4, on January 6, 2026, the Compensation Committee designed and granted the CEO Performance Award (as defined in Proposal 4) to further align Mr. Cohen’s incentives with maximum stockholder value creation. The CEO Performance Award is subject to approval by our stockholders and will be forfeited if not approved. The CEO Performance Award and the terms thereof are not discussed in this Compensation Discussion and Analysis or the associated tables because any potential entitlements under the CEO Performance Award were not in effect in fiscal year 2025 (and will not become effective unless approved by our stockholders). For a description of the terms of the CEO Performance Award, including the vesting terms and the treatment on a termination of Mr. Cohen’s employment, please see Proposal 4.

The key elements of our compensation program for NEOs (excluding Mr. Cohen) are: base salary, special bonuses and equity incentives, as described below.

The Compensation Committee oversees risks associated with our compensation policies and the retention and development of executive talent, including the development of policies that do not encourage excessive risk-taking by our executives. These policies include various factors to help mitigate risk, including vesting periods, investment policies, equity ownership policies and clawback provisions. The Compensation Committee and management also regularly review our compensation policies to determine effectiveness and to assess the risk they present to the Company. Based on this review, we have concluded that our compensation policies and procedures are not reasonably likely to have a material adverse effect on the Company.

Named Executive Officers

This Compensation Discussion and Analysis covers the fiscal 2025 compensation for the following NEOs, as determined under SEC rules (titles below reflect executives’ current roles):

Response to Advisory Vote on Executive Compensation

A substantial portion of our stockholders (97.0% of votes cast) approved the fiscal 2024 compensation for our NEOs at the 2025 annual meeting of stockholders. We interpreted these results as a validation of our executive compensation program. We believe our current approach ensures that the long-term interests of our employees are aligned with those of our stockholders. The Compensation Committee will continue to consider alternatives based on feedback from its stockholders and revise the executive compensation program as it deems appropriate.

Compensation Determination Process

The Compensation Committee is responsible for developing the compensation levels for our NEOs. In determining the compensation levels for new NEOs, the Compensation Committee considered a variety of factors, including the NEOs’ level of responsibility and expected contributions to our future success. The Compensation Committee may also periodically modify the compensation levels or grant additional equity to existing NEOs and other employees based on the factors set out above as well as past contributions to our performance.

Key Elements of Compensation

Our policies with respect to each of the key elements of NEO compensation are discussed below. In addition, while the elements of compensation described below are considered separately, the Compensation Committee also considers and reviews the full compensation package we provide to our executive officers. See below for details on our 2025 compensation program.

Base Salaries

As described above, our compensation program is designed so that the base salaries for our NEOs is a relatively small component of target total compensation (with the primary component of compensation being long-term equity incentives). Mr. Cohen has declined a base salary.

Special Bonuses

Following their hire date, NEOs receive a one-time cash bonus that pays out over time and is intended to maintain targeted amounts of cash total compensation in the near-term while their equity vesting schedule ramps up over time. These bonuses are paid in bi-weekly installments beginning on the hire date and typically decrease over time. While most new hire bonuses span the first two years from hire, they can bridge into subsequent years to address various pay factors as outlined in the Compensation Determination Process section. Given the tenure of our NEOs, no new hire bonuses have been paid in the last two fiscal years. 

We also grant special cash bonuses in recognition of promotions or executive contributions. In recognition of his service and contributions to the Company, Mr. Moore’s compensation was increased in 2025, with a goal of bringing Mr. Moore’s compensation in-line with Mr. Robinson’s. As part of that process, Mr. Moore was awarded a one-time special cash bonus of $80,000, which was paid in August 2025. No NEOs are scheduled to have any special cash bonuses paid in fiscal 2026.

Mr. Cohen has declined all forms of cash bonuses.

Long-Term Equity Incentives

The primary component of a NEO’s total compensation is equity-based compensation issued in the form of time-vested RSUs vesting over a number of years. In fiscal 2024 and fiscal 2025, we granted time-vested RSUs to each of Mr. Moore and Mr. Robinson. The RSUs granted to Mr. Moore in fiscal 2024 were granted in connection with his promotion to principal financial and accounting officer and in recognition of his service and contributions to the Company. The RSUs granted to Mr. Robinson in fiscal 2024 were in recognition of his service and contributions to the Company. The RSUs granted to Mr. Moore in fiscal 2025 were to increase his total intended compensation, replace long-term incentive awards that expired in fiscal 2025 and to equitably adjust the existing awards to account for the Company’s warrant dividend. The RSUs granted to Mr. Robinson in fiscal 2025 were to replace long-term incentive awards that expired in fiscal 2025, to equitably adjust the awards to account for the Company’s warrant dividend and in recognition of his service and contributions to the Company. The Company’s goal in these award changes was to provide Mr. Moore and Mr. Robinson with a similar, and market competitive total pay structure. After giving effect to the changes, Mr. Moore and Mr. Robinson both have awards that vest approximately the same number of shares quarterly starting in fiscal 2026 and continuing through July 2027, with a targeted initial annual value of $1,250,000 (and an actual value as of January 30, 2026 of $1.235 million).

The service requirements otherwise applicable to these awards may be waived in certain scenarios; see “Offer Letters and Severance/Change in Control Benefits” elsewhere in this Proxy Statement.

Historically, Mr. Cohen has declined equity-based compensation; however, as described in more detail in Proposal 4, the Compensation Committee designed and granted the CEO Performance Award to further align Mr. Cohen’s incentives with maximum stockholder value creation. The CEO Performance Award is subject to approval by our stockholders and will be forfeited if not approved. Because the CEO Performance Award has not been accounted for in the Company’s financial statements and will be forfeited if not approved by our stockholders, in accordance with SEC guidance, the CEO Performance Award is not reported in this year’s Summary Compensation Table and we have excluded it from the table below.

Performance Equity Incentives

On September 5, 2024, the Compensation Committee approved performance awards for Mr. Moore and Mr. Robinson for fiscal 2024 and fiscal 2025 (“STI”). Subject to Mr. Moore and Mr. Robinson’s continued employment, Mr. Moore and Mr. Robinson were eligible to receive the performance awards if the Company achieved $50 million in operating profit (excluding royalties) for the Company’s United States geographic segment for each such fiscal year (“adjusted U.S. Operating Income”).¹ To the extent such performance goals were achieved for a given fiscal year, on April 1 following the end of the applicable fiscal year, Mr. Moore and Mr. Robinson would receive a RSU award with grant date value equal to $500,000, which would vest in equal quarterly parts on the grant date and the following July 1, October 1 and January 1.

The performance criteria was not achieved for fiscal 2024 and, therefore, no RSUs were granted on April 1, 2025 with respect to the applicable portion of the STI award. The performance criteria was achieved for fiscal 2025 and, therefore, each of Mr. Moore and Mr. Robinson were granted RSUs on April 1, 2026, which vest in equal quarterly parts on the grant date and the following July 1, October 1 and January 1.

Target Total Compensation Summary

In summary of the compensation elements detailed above, target total compensation for Mr. Moore and Mr. Robinson is approximately $1,950,000, which is comprised of $200,000 of base salary, equity awards with a target grant value of $1,250,000 and $500,000 of performance incentives at the base target.

Mr. Cohen has declined receipt of a salary, cash bonuses, and, other than the executive protection program, benefits. Historically, Mr. Cohen has declined equity-based compensation and therefore primarily has only benefited to the extent his existing investment in the stock of the Company appreciates; however, as described in more detail in Proposal 4, the Compensation Committee designed and granted the CEO Performance Award to further align Mr. Cohen’s incentives with maximum stockholder value creation. The CEO Performance Award is subject to approval by our stockholders and will be forfeited if not approved. Because the CEO Performance Award has not been accounted for in the Company’s financial statements and will be forfeited if not approved by our stockholders, in accordance with SEC guidance, the CEO Performance Award is not reported in this year’s Summary Compensation Table or the Grants of Plan-Based Awards in Fiscal 2025 table and, if approved, will be discussed in next year’s proxy statement.

As described above, the Compensation Committee considers the following when determining total compensation for NEOs (other than Mr. Cohen):

Offer Letters and Severance/Change in Control Benefits

We have issued offer letters or continuing employment letters to the NEOs (other than Mr. Cohen) detailing the terms of each NEO’s employment (the “Offer Letters”). The employment of all of our NEOs is “at will” and may be terminated by the Company or the executive at any time, and each executive is restricted from competing with us for a period of time after termination of employment regardless of the reason for the termination.

Under the terms of the Offer Letters, each executive is entitled to all benefits afforded to management personnel or as determined by the Board, including, but not limited to, insurance programs, vacation, sick leave and 401(k) benefits.

Mr. Moore and Mr. Robinson’s Offer Letters also provide for severance payments and equity and bonus vesting protections upon their respective termination of employment without cause to provide them with a guaranteed level of financial protection upon loss of employment, which we consider to be competitive with severance provisions being offered currently in the market. Additional details regarding these payments and benefits and their estimated value upon a hypothetical termination for each of the NEOs and a change in control of our Company, in each case, as of the end of fiscal 2025 are detailed in “Offer Letters and Potential Payments upon Termination or Change in Control” below.

Other Compensation Considerations

Clawback of Awards

We have adopted a formal clawback policy to recover past compensation awards from executive officers in the event of fraud or a restatement. For a description of the clawback policy, see “Corporate Governance—Clawback Policy” above.

Stock Ownership

We have adopted a stock ownership policy which requires our NEOs and non-employee directors to be stockholders. The Compensation Committee believes that ownership of stock of the Company that is material to the income of the individuals involved provides an appropriate incentive to such officers and non-employee directors and aligns their interests with the interests of our stockholders. For a description of the stock ownership policy, see “Corporate Governance—Equity Ownership Policy” above.

Insider Trading Policy

The Company’s Insider Trading Policy promotes compliance with federal, state and foreign securities laws that prohibit certain persons who are aware of material nonpublic information about a company from: (i) trading in securities of that company; or (ii) providing material nonpublic information to other persons who may trade on the basis of that information. For a description of the Company’s Insider Trading Policy, see “Corporate Governance—Equity Ownership Policy” above.

Pledging Policy

The Company’s pledging policy provides its directors and executive officers flexibility in financial planning without having to sell their shares of the Company, aligning their interests with those of our stockholders. For a description of the pledging policy, see “Corporate Governance—Equity Ownership Policy” above.

Anti-Hedging

We have adopted a formal anti-hedging policy prohibiting our employees and non-employee directors from entering into any form of hedging strategies or transactions using short sales, puts, calls or other types of financial instruments to protect against a loss in value of our common stock. For a description of the anti-hedging policy, see “Corporate Governance—Anti-Hedging Policy” above.

Retirement Benefits

Each of our executive officers is entitled to participate in our defined contribution 401(k) plan on the same basis as all other eligible employees. Historically, we matched the contributions of participants, subject to certain criteria. Effective January 1, 2024, the Company eliminated employer matching contributions for all employees. Under the terms of the 2024 401(k) plan, as prescribed by the IRS, the contribution of any participating employee is limited to a maximum percentage of annual pay or a maximum dollar amount ($23,500 pre-tax and $7,500 catch-up for 2025). Our executive officers are subject to these limitations and therefore we do not consider our retirement benefits to be a material portion of the compensation program for our executive officers.

Life Insurance

Historically, all of our active NEOs participated in our standard salaried employee group term life insurance program, but have their death benefits under that program increased to three times the employee’s base salary, up to a maximum death benefit of $1,500,000. The Company’s paid life-insurance program was discontinued on January 1, 2024.

Benefits and Perquisites

We maintain traditional health and welfare benefit plans, which are generally offered to all employees (subject to basic plan eligibility requirements) and are consistent with the types of benefits offered by other similar corporations. We believe in a consistent benefit experience for all employees across the organization, regardless of level. As a result, we have eliminated and no longer offer certain executive-level perquisites sometimes offered by similar corporations, including disability insurance commensurate with executive salaries, third-party financial planning services, reimbursement of certain otherwise uninsured medical expenses and annual physical examinations. As discussed above, the Company does provide Mr. Cohen with executive protection services.

Compensation Committee Report on Executive Compensation

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statement with members of our management. Based on such review and discussions and relying thereon, we have recommended to the Board that the Compensation Discussion and Analysis set forth above be included in our 2025 Annual Report on Form 10-K and in this Proxy Statement.

Compensation Committee

Alan Attal, Chair

Larry Cheng

Jim Grube

Executive Compensation Tables

Summary Compensation Table

The following table sets forth the compensation earned by our NEOs during the fiscal years indicated. The titles shown in the following table reflect the executives’ current roles.

Grants of Plan-Based Awards in Fiscal 2025

The following table shows all grants of plan-based awards, which consisted of grants of time-vested restricted stock units made in fiscal 2025.

Outstanding Equity Awards at Fiscal 2025 Year-End

The following table provides information for the NEOs regarding outstanding equity awards held as of January 31, 2026. In accordance with SEC rules, the year-end values in the table for the market value of shares that have not vested have been calculated based on the $23.88 per share closing price of common stock on January 30, 2026 (the last trading date of the fiscal year).

Stock Vested and Option Exercises

The following table provides information for the executive officers named in the SCT regarding shares acquired upon vesting of stock awards during fiscal 2025 by those executive officers. There are no outstanding options in fiscal 2025.

Potential Payments upon Termination or Change in Control

As described above, we have issued Offer Letters to our NEOs (other than Mr. Cohen) detailing the terms of each NEO’s employment, which provide that, upon a termination of the NEO’s employment by the Company without cause (as defined in the applicable Offer Letter), subject to the effectiveness of a release and compliance with restrictive covenants, Mr. Moore and Mr. Robinson would receive (A) six months of base pay, (B) an amount equal to six months of COBRA premiums for Mr. Moore and Mr. Robinson, as applicable, and their respective dependents, (C) to the extent granted, any transformation bonus installments that had not yet been paid, (D) accelerated vesting of the portion of any equity award that was scheduled to vest during the six-month period following termination, and (E) to the extent granted, payment of any long-term incentive cash award that was otherwise scheduled to vest during the six-month period following termination. The amounts set forth in clauses (A), (B) and (C) will be paid in a lump sum within 70 days following termination, and the shares described in clause (D) will be issued (if not already outstanding) and released from transfer restrictions as soon as practicable after the release becomes effective, and in no event later than 70 days after the termination date, and the amounts set forth in clause (E) will be paid at the time set forth in the terms and conditions of the applicable award.

Pursuant to the terms of the 2022 Plan, upon a change in control of the Company (as defined in the 2022 Plan), the Compensation Committee has the discretion to determine the treatment of outstanding RSUs, including the discretion to (i) accelerate, in whole or in part, the vesting of the RSUs; (ii) cancel the RSUs in exchange for restricted stock, restricted stock units or stock appreciation rights in respect of the capital stock of any successor corporation or its parent; (iii) cancel the RSUs in exchange for cash and/or other substitute consideration with a value equal to the fair market value of the underlying shares on the date of the change in control; or (iv) otherwise vest, cancel, adjust, modify or exchange the RSUs in such manner as the Compensation Committee deems appropriate in connection with change in control. For awards that are subject to performance-based vesting conditions, the Compensation Committee may (i) accelerate the end of the applicable performance period and settle the award based on actual performance through that date (with or without adjustment of the relevant performance goals to reflect the abbreviated performance period), (ii) accelerate the end of the applicable performance period and settle the award at the target level of performance (with or without pro-ration of the payout based on the portion of the performance period that has transpired prior to that date), or (iii) adjust the performance goals to equitably reflect the effects of the change in control on the Company or its successor. Except as set forth in the Offer Letters in connection with a termination by the Company without cause, any unvested RSUs are forfeited on a termination of the NEO’s employment.

Hypothetical estimates of the amounts that would be owed to the NEOs upon termination of their employment or upon a change in control are presented in the table directly below. In accordance with rules of the SEC, the hypothetical estimates have been computed on the assumption that the termination or change of control occurred on January 31, 2026, the last day of our most recently completed fiscal year.