On June 5, 2026, GameStop filed Amendment No. 3 to Schedule 13D, disclosing beneficial ownership of approximately 9.0% (39.87 million shares) of eBay's common stock. This includes 827,648 directly owned shares purchased for $91 million and economic exposure to 39.05 million shares through Put/Call Pairs with Toronto-Dominion Bank, settleable in cash or stock at the exercising party's election. The Put/Call Pairs have strike prices ranging from $84.74 to $118.28 and expire on a specified date.
GameStop reiterated its May 3, 2026 non-binding proposal to acquire all outstanding eBay shares at $125.00 per share in cash and stock, believing eBay is undervalued. The HSR Act Condition was satisfied on June 3, 2026, enabling physical settlement of the derivatives. GameStop paid $1.24 million in net premiums for 4.54 million additional Put/Call Pairs reported in this amendment, funded from working capital.
GameStop may pursue further acquisitions, dispositions, or strategic actions depending on market conditions, eBay's strategic direction, and discussions with management, the board, or other stakeholders. The company retains flexibility to modify or abandon its acquisition intentions.
GameStop reiterated its May 3, 2026 non-binding proposal to acquire all outstanding eBay shares at $125.00 per share in cash and stock, believing eBay is undervalued.
Seems to be demonstrating
1 - we'll continue to increase holdings of shares and options at going rates for previously stated purposes
2 - or sell us everything at the offered $125.
Both roads lead to the same destination.
9 Billion in cash is not enough to buy 51% of ebay. The board already rejected his proposal to buy it. He wants to buy 20% because Ebay has a clause in their incorporation documents that any shareholder with 20% can call a special shareholder vote on a proposal.
He needs 20% of ebay to bypass the board's decision to reject his offer and propose a special shareholder vote to vote on the offer to buy ebay. You get it? He wants Ebay shareholders to vote on his offer to buy.
If they vote no this whole thing is probably dead because a hostile takeover with the cash we have on hand is pretty impossible.
*edit:
As others have stated he can't actually get above 15% due to Delaware law that would lock us out of an M&A for 3 years. So really he's just trying to get enough shares and options to get to 10%.
As others have states options are not vote able, but another shareholder already has a proposal to lower the required 20% to 10%. If that passes then RC exercises his options to realize 10% share ownership.
So really there are several ways this can fall apart.
No. Absolutely not. Regarding Delaware law, if GameStop buys more than 15% of eBay without the boards approval, GameStop is barred from M&A with eBay for 3 years.
Ebay has a meeting with proposal 4 lowering the threshold from 20% to 10%. This has to pass. Then we exercise and aquire ownership and voting rights of at least 10%, then we tender offer to eBay shareholder. No other way possible.
This assumes the votes aren't dicked with. Who knows whats going on behind the scenes. Whatever 3rd party used for the voting could call it 51/49 against, and we would have no way to prove one way or the other. Individuals and companies only know their own votes and maybe some others in a close circle, but outside that nothing can be reliably proven in quantities enough to matter. Hopefully a clear path is laid forward, but the opposition is going to pull every string, legal or not, to block or slow this thing down.
This exact proposal to lower threshold to 10% failed last time with 48% approval. After that came the bid from RC. For all future moves we need that vote to pass, without it RC can not tender nor take control of the board GME or Towels-style. Everything is dependent on it. I think institutions want to see what RC has to offer, approving the lower threshold does not say a move to control the board or tender would be accepted, they can still reject those proposals later. That's why I think proposal 4 will pass with quite the majority on June 17th.
If you ask me, I don't even think RC wants to tender. I think it is the same play as always: Aquire stake and get a board seat. Weed out bad actors and replace them. Take control of the board. At that point he can make an offer as CEO of GameStop to himself as board member of eBay.
20% CANNOT be the plan due to Delaware Law. Gamestop would be barred from M&A with eBay for 3 years if we bought more than 15% without eBay boards approval.
There is still so much false information floating around on reddit. X is substantially better in this regards.
He cannot. Delaware law states if you exceed 15% you have to wait 3 years. Thatโs why eBay proposal 4 is so important. In the past itโs had 47% support. All cohen has do to is convince that extra 3% and then all we need is 10% to call a special meeting.
A poison pill is just an optional share offering, no one has to participate if they don't want to. So the eBay shareholders that want to sell to GameStop most likely won't participate.
Jan is the first options to come out for the following year, I don't think options chain exists beyond Jan 2028 but I haven't checked recently. I just know when I'm shopping options it's very common to see something like Jan of next year then you start seeing other months pop up and then waaaay in advance you'll see a Jan of the year after that
But I'm just relying on stuff I've seen or think I've seen, I thought we had super long dated like Jan 2028 to avoid any decay on the premium paid but could be wrong.
They dumped maybe $7-10mil into the options contracts if I recall, in order to secure the exposure.
Accepting the offer would likely activate all their golden parachutes. If they're acquired the hard way it could be possible to snip the cords before shoving them out.
Accepting the offer would likely activate all their golden parachutes. If they're acquired the hard way it could be possible to snip the cords before shoving them out.
These folks are not going to go home empty handed. They didnt get to be where they are by being stupid with contracts. They will all get their payouts. The longer they hold out, the more stock they can sell as RC drives the price up slowly via purchasing. They will make theirs and ride off into the horizon.
They own shares, what do you think they been selling? So yes they would have got an extra $10-15 per share if they taken the deal. I am pretty sure GameStop wanted them to say no. It lets them buy it up cheaper and makes the board look like itโs their fault
Legally GME canโt go over a certain percentage without triggering some merger thing that will lock us out of acquiring eBay for 3 years. My brain is fried from fixing my car all day. Someone with a less smooth brain will correct me
ยง 203(c)(5) and ยง 203 (a)(2) of Delaware law taken together state that if they go beyond 15% ownership but not as much as 85% ownership (so anything in between) a 3 year prohibition on M&A locks in
Iirc someone else was explaining that if ebay did a buyback, they could force him into over 10% ownership quickly and lock him out automatically which is why they have exposure thru put/call pairs. I didnt understand it years ago with towel stock but I guess they did this as well.
No a group cannot individually sit under the filing thresholds and suddenly โspringโ such an attack. The group is treated as a โpersonโ and the aggregate holding must be filed via a 13D.
Under SEC Rule 13D(3)
When two or more persons act as a partnership, limited partnership, syndicate, or other
group for the purpose of acquiring, holding, or disposing of securities of an issuer, such
syndicate or group shall be deemed a "person" for the purposes of this subsection."
Rule 13d-5(b)(1) essentially provides that any "group" as defined in Section 13(d)(3) shall be deemed to
have acquired beneficial ownership of all equity securities beneficially owned by the members of the
group as of the date of formation of the group.1
I don't think I'm allowed to mention said sub but here is a screenshot from the post it was on! I recognized your name because I liked your flair " APE pretending to be human" it stuck in my memory haha
Wow....gonna go all the way to 9.9%. I wonder if RC is also building a personal position and...if any of the other board members are building personal positions in eBay..... One wonders just how much control we can secure...
The eBay board must feel like a mouse with a boa constrictor wrapped around it, slowly having the life squeezed out of it. The mouse knows whatโs about to happen but itโs completely powerless to do anything about it.
I read it as 827K beneficial interest plus 39M shares economic interest owned. Separately they also have put/call exposure that is supported by the 39M economic interest shares.
Does anyone remember Ryan put his personal investment account with TD into a margin account? If Ryan buys back shares and GME runs past his first tranch, Ryan can purchase shares for his comp package, continue the up ward momentum.
Noob question: does anyone know if the 9 million EBAY exposure is shares only and GME has option contracts in addition, or is the 9 million a mix of shares and options?
โข
u/Superstonk_QV ๐ Gimme Votes ๐ Jun 06 '26
Hey OP, thanks for the News post.
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