GameStop shareholders have handed Ryan Cohen the corporate ammunition he needs to keep pressing one of the most improbable takeover attempts in recent retail history. At the company’s 2026 annual meeting, investors approved an amendment to GameStop’s certificate of incorporation that sharply increases the number of authorized Class A common shares, a technical measure with an unmistakable purpose: to give the video game retailer the equity it would need to help fund a roughly $55.5 billion bid for eBay.
The proposal passed with 68.7% of votes cast in favor, according to a regulatory filing summarized by Reuters and other outlets. GameStop framed the change as capacity for “strategic transactions, including its proposed acquisition of eBay, Inc.” That language matters, because eBay’s board rejected Cohen’s unsolicited offer in May, calling it “neither credible nor attractive.”
With the vote in hand, the standoff enters a new phase. GameStop can now, in principle, issue the stock portion of a cash-and-stock deal, and Cohen has signaled he intends to appeal directly to eBay’s own shareholders rather than wait for a board that has already said no.
In short
- The vote: GameStop shareholders approved an increase in authorized Class A shares with 68.7% support, clearing a structural obstacle to funding the stock half of an eBay bid.
- The offer: GameStop has proposed to buy eBay at $125.00 per share, split 50% cash and 50% GameStop stock, valuing the target at about $55.5 billion.
- The mismatch: eBay is roughly five times GameStop’s size by market value, making this a rare case of a smaller company chasing a much larger one.
- The rejection: eBay’s board turned down the approach in May as “neither credible nor attractive,” and no definitive agreement exists.
- The next move: Cohen appears set to take the offer straight to eBay shareholders, a path that raises financing, governance and antitrust questions all at once.
What GameStop shareholders actually approved
The headline item at the annual meeting was not the eBay bid itself. Shareholders cannot vote to buy another company they do not control. What they approved was narrower and more procedural: an amendment increasing the number of Class A common shares GameStop is authorized to issue.
Authorized shares are the ceiling a company sets on how much stock it can create. Raising that ceiling does not force any issuance, but it removes a constraint. For a cash-and-stock acquisition, a bidder needs enough authorized but unissued shares to hand the target’s investors as part of the consideration.
By approving the increase, GameStop gave itself the headroom to print new stock if a deal ever reaches the finish line. The 68.7% support level is comfortable, though not overwhelming, and it reflects a shareholder base that has repeatedly backed Cohen’s unconventional moves. GameStop’s earlier campaign showed why watchers expected GameStop’s eBay pursuit to intensify rather than fade after the initial rebuff.
The company also used the same period to simplify its own governance. Cohen withdrew a performance award tied to his role as chief executive, a package that news reports valued at as much as $35 billion in potential upside, so that the proxy could focus on operating results and the eBay campaign rather than executive pay. GameStop said the withdrawal let the board and shareholders concentrate on the acquisition effort.
The offer on the table: $125 a share, half cash, half stock
GameStop delivered its non-binding proposal to eBay’s board on May 3, 2026. The terms were unusually specific for an opening approach, which is part of why the market took it seriously even as many analysts doubted it could close.
How the consideration is structured
The bid values eBay at $125.00 per share. The consideration is split evenly, 50% in cash and 50% in newly issued GameStop common stock. GameStop said eBay shareholders would have full election rights over which form of payment they receive, subject to a pro-rata allocation if too many investors pick one side.
At $125.00 a share, the offer implies an aggregate equity value of roughly $55.5 billion on an undiluted basis. That is the number that has drawn skepticism, because it dwarfs GameStop’s own market value.
The premium math
GameStop pitched the price as a substantial premium. According to the company’s materials, $125.00 represented a 46% premium to eBay’s unaffected closing price on February 4, 2026, the day GameStop says it began accumulating its position. It also framed the figure as a 27% premium to eBay’s 30-day volume-weighted average price and a 36% premium to the 90-day average.
Premiums of that size are typical for control transactions, where a buyer pays extra to persuade shareholders to part with their stock. The complication here is not the premium itself but whether GameStop can credibly deliver the cash and stock behind it.
The stake Cohen already controls
GameStop is not approaching eBay from a standing start. Regulatory filings show the company directly owns 4,343,725 eBay shares. On top of that, it holds put and call options that give it economic exposure to a further 39,046,658 eBay shares, with those contracts expiring in February 2028.
Together, that adds up to an economic stake of roughly 5% in eBay, built through a mix of outright ownership and derivatives. The Hart-Scott-Rodino antitrust waiting period tied to the position was satisfied on June 3, 2026, a step that lets GameStop take physical delivery of shares underlying the options rather than settling only in cash. That distinction gives Cohen a real, votable holding rather than a purely synthetic bet.
Why the authorized-share vote matters now
The timing of the vote is the story. eBay’s board has already said no, which means the conventional path, a friendly negotiation ending in a merger agreement, is closed for the moment. That leaves Cohen with two broad options: walk away, or take the offer over the board’s head to the people who actually own eBay stock.
Everything about the annual meeting points to the second path. By enlarging the pool of authorized shares, GameStop removed a practical barrier to a stock-based appeal. If Cohen wants to launch an exchange offer, run a proxy contest, or simply keep the pressure on, he now has the equity capacity to back a cash-and-stock structure.
None of this guarantees a transaction. A hostile or unsolicited approach against a company five times your size is rare for a reason. But the vote converts the bid from rhetoric into something with mechanical support behind it, and it tells eBay’s board that GameStop is not treating the rejection as final.
Who is bigger: GameStop versus eBay
The single most striking feature of this contest is the size gap. GameStop is a specialty retailer with a market value hovering around $10 billion. eBay is a global marketplace worth several times more, with a scaled advertising and payments business layered on top of its core listings.
The table below sets the two companies side by side using the most recent reported figures. It underlines why one retail analyst described the situation as “a David trying to take over a Goliath in order to buy David relevance.”
| Metric | GameStop | eBay |
|---|---|---|
| Approximate market value | About $10 billion | About $48 billion |
| Latest annual revenue | Roughly $3.8 billion (FY2025) | About $11.1 billion (FY2025) |
| Latest annual net income | Returned to profit in FY2025 | About $2.0 billion (FY2025) |
| Marketplace scale | Physical and online game and collectibles retail | About 136 million active buyers |
| Quarterly gross merchandise value | Not reported as a marketplace GMV | $21.2 billion (Q4 2025) |
| US e-commerce position | Niche specialist | Roughly 3.5%, fourth-largest online retailer |
GameStop’s counter to the size argument is its balance sheet. Years of equity raises during its meme-stock era left it with a large cash pile and little debt, which Cohen has treated as a war chest rather than a cushion.
eBay’s business, and what GameStop says is broken
eBay closed fiscal 2025 with about $11.1 billion in revenue and roughly $2.0 billion in net income. In the fourth quarter of 2025 it reported revenue of $3.0 billion, up 15% as reported, and gross merchandise value of $21.2 billion, up 10%. Active buyers stood at about 135 million, edging up to roughly 136 million in the first quarter of 2026.
The categories that carry eBay
eBay has spent years narrowing its focus toward what it calls focus categories: collectibles, automotive parts, fashion and refurbished electronics. Consumer-to-consumer sales and recommerce now make up close to 70% of total marketplace GMV, a shift that has helped stabilize a business once seen as losing ground to Amazon. That repositioning is the backdrop to how eBay competes against Amazon in used and refurbished goods, where its scale in secondhand inventory is a genuine edge.
Cohen’s critique
Cohen has not been subtle about his view of the target. In public comments around the launch of the bid he argued that eBay is poorly run and carries excessive costs, and he has positioned himself as the operator who would strip out overhead and refocus the platform. He would serve as chief executive of the combined company under GameStop’s proposal.
Supporters of the deal point to the overlap in collectibles and trading cards, where eBay’s marketplace and GameStop’s stores and buyer base could reinforce each other. The mechanics of that overlap, from listing fees to seller economics, matter to anyone who studies how eBay’s fees and promoted listings shape marketplace behavior, a subject covered in detail in our guide to selling on eBay in 2026.
Why eBay’s board said no
eBay’s directors reviewed the approach with financial and legal advisers and rejected it on May 12, 2026, describing the unsolicited, non-binding proposal as “neither credible nor attractive.” The board has not publicly confirmed any engagement with GameStop since. From eBay’s perspective, a bid from a company a fraction of its size, financed partly with that smaller company’s stock, carries real execution and dilution risk for its shareholders.
The financing gap and how GameStop plans to close it
The central question hanging over the bid is money. A $55.5 billion price tag, split evenly between cash and stock, implies roughly $27 billion of cash consideration alone. GameStop does not have that on hand.
According to GameStop’s proposal materials, the cash side would draw on the company’s balance sheet, which held about $9.4 billion as of January 31, 2026, plus third-party acquisition financing of up to $20 billion arranged through a highly-confident letter from TD Securities. A highly-confident letter is not a firm commitment; it is a bank’s statement that it believes it can raise the money under prevailing market conditions.
The table below lays out the rough building blocks of the cash component as GameStop has described them.
| Funding source | Approximate amount | Nature |
|---|---|---|
| GameStop balance-sheet cash | About $9.4 billion | Available, though needed for operations too |
| Third-party acquisition financing | Up to $20 billion | Highly-confident letter, not a firm commitment |
| Newly issued GameStop stock | Roughly half of $55.5 billion | Requires the authorized-share increase just approved |
Even taken together, the cash lines sit close to the roughly $27 billion cash half of the deal, leaving little room for error and depending heavily on the bank financing actually materializing. The stock half, meanwhile, would mean issuing an enormous quantity of new GameStop shares, diluting existing holders and tying the deal’s value to a volatile stock price. Understanding how the risk is allocated in a transaction of this kind is where the fine print of retail M&A deal terms becomes decisive.
GameStop’s own results behind the bid
Cohen’s willingness to chase a target five times GameStop’s size rests on two things: a large cash balance and a business that has, for now, stopped bleeding. The company’s most recent quarterly results gave both arguments some support.
In its first quarter of fiscal 2026, reported in June, GameStop posted adjusted earnings of $0.30 per share, well ahead of the $0.12 that analysts had expected. Revenue came in at about $835.3 million, up 14% year over year, a rare top-line increase for a retailer that has spent years shrinking its store footprint.
The most eye-catching figure was net income of roughly $389.6 million, a quarterly record. Analysts were quick to note that the profit was flattered by an unrealized gain of about $268 million on GameStop’s eBay position, according to reporting on the results. Strip out that mark-to-market benefit and the underlying retail business is far more modest, a reminder that some of GameStop’s reported strength is a function of the very bet it is trying to convert into control.
The war chest, and its limits
GameStop’s balance sheet is the real engine of the bid. The company held about $9.4 billion in cash as of January 31, 2026, the legacy of repeated equity sales during its years as a retail-investor favorite. That hoard is what lets Cohen talk credibly about a multibillion-dollar cash component at all.
The limit is equally plain. Even $9.4 billion covers only part of the roughly $27 billion cash half of the eBay offer, which is why the bank financing and the newly authorized stock are both essential. Spend the cash on eBay, and GameStop trades a flexible balance sheet for a concentrated, hard-to-reverse wager on a marketplace turnaround.
Investors have so far given Cohen the benefit of the doubt. GameStop shares have held up through the campaign, trading around $22 and up modestly on the year, with a market value near $10 billion. That resilience matters because the stock is itself part of the currency being offered to eBay’s shareholders.
The strategic case, and the skeptics
Cohen’s supporters cast the bid as a bold consolidation play. GameStop has a loyal customer base, a fortress balance sheet and a chief executive willing to act. eBay has scale, a global buyer network and a recommerce engine that fits neatly with the secondhand and collectibles economy. Combine them, the argument goes, and you create a larger, leaner marketplace with a clear identity in resale and collectibles.
That thesis sits inside a broader industry trend. The economics of resale, trade-in and refurbished goods have been pulling capital and dealmaking toward the sector, a dynamic explored in our analysis of why recommerce consolidation is accelerating. On paper, an eBay controlled by GameStop would be one of the largest pure plays in that space.
The bear case
The skeptics have been loud. One GlobalData retail analyst called the proposal an attempt by a smaller, struggling company to “buy relevance,” noting that eBay has a clear proposition while GameStop is still searching for a durable reason to exist. Analysts at Gordon Haskett likened the approach to a “lopsided marriage proposal” and put the odds of eBay accepting as low.
Commentary elsewhere was blunter still, with one national newspaper column describing the bid as audacious and detached from financial reality. Prediction markets echoed the doubt: in the weeks after the offer, deal-completion odds on Kalshi and Polymarket sat in the high teens, around 17% to 20%.
What the market is signaling
GameStop’s own stock has been resilient rather than punished, up modestly on the year, and retail-investor sentiment turned sharply bullish after the annual meeting, with message volume on social platforms surging. That enthusiasm is a double-edged sword: it gives Cohen a supportive shareholder base, but it also ties the deal’s fortunes to a stock whose valuation many institutional investors view with caution.
Regulatory and antitrust questions
Any combination of GameStop and eBay would face scrutiny, though the picture is more nuanced than a simple monopoly concern. The overlap regulators would examine most closely is in collectibles and trading cards, where eBay’s TCGPlayer marketplace and GameStop’s growing collectibles business compete for the same sellers and buyers.
GameStop has already cleared one procedural hurdle. The Hart-Scott-Rodino waiting period tied to its existing eBay stake was satisfied on June 3, 2026, which allowed it to convert derivative exposure into physical shares. That clearance covers the stake-building, not a full merger, and a transaction of this scale would trigger a fresh and far more searching antitrust review.
Beyond antitrust, a hostile approach against a public company invites its own governance battles. Poison pills, staggered boards and shareholder-rights plans are the standard defensive tools, and eBay’s board has every incentive to use them if Cohen escalates. The interplay between a determined bidder and an unwilling board is where many ambitious deals stall.
What happens next
The authorized-share vote does not start a clock, but it does widen Cohen’s options. The most likely routes from here are an exchange offer made directly to eBay shareholders, a proxy campaign to reshape eBay’s board, continued stake-building, or a revised proposal at a higher price to bring the board back to the table.
The timeline below traces how the situation has developed so far.
| Date | Event |
|---|---|
| February 4, 2026 | GameStop’s reference date for the offer premium; stake-building underway |
| May 3, 2026 | GameStop delivers a non-binding proposal at $125.00 per share |
| May 12, 2026 | eBay’s board rejects the bid as “neither credible nor attractive” |
| June 3, 2026 | Hart-Scott-Rodino waiting period on the existing stake satisfied |
| July 7, 2026 | Shareholders approve the authorized-share increase, 68.7% in favor |
What is clear is that GameStop has removed one of the technical excuses for inaction. Whether it can bridge the far larger gaps, financing, board resistance and antitrust, is the test that will define the next chapter.
What it means for sellers, buyers and the marketplace sector
For the millions of small sellers who rely on eBay, the immediate practical effect is nothing. Listings, fees and payouts continue as before, and no ownership change is imminent. The uncertainty is strategic rather than operational.
Still, the episode carries a signal for the wider marketplace industry. It shows that even at current valuations, scaled marketplaces are seen as prizes worth chasing, and that a well-capitalized activist-turned-operator is willing to attempt a takeover far above his own weight class. If nothing else, it forces peers to think about their own defenses and their own consolidation options.
For eBay specifically, the pressure may accelerate internal decisions about capital returns, cost discipline and category focus, the very areas Cohen has criticized. Boards under siege often move faster on their own agendas to demonstrate that incumbent management can deliver the value an outside bidder claims to unlock.
There is also a precedent question for the sector. Successful or not, an approach this aggressive resets the range of what an ambitious operator will attempt, and it invites imitation. Payments processors, logistics groups and platform businesses have all seen consolidation waves in recent years, and a marketplace of eBay’s size becoming a public target, rather than a serene incumbent, changes how peers and their advisers think about vulnerability. For investors, the lesson is that scale alone no longer guarantees a company will be left alone, especially when a determined shareholder is willing to convert a minority stake into a takeover campaign.
The most probable near-term outcome remains no deal. Yet the annual-meeting vote ensures the story does not simply die. GameStop has spent months and real capital assembling the pieces of a bid, and it has now secured the shareholder mandate to issue the stock that would sit at its center. Whether that ends in a transaction, a settlement, or a quiet retreat, eBay’s board can no longer treat the approach as a stunt it can wait out.
Frequently asked questions
What did GameStop shareholders vote on?
They approved an amendment increasing the number of authorized Class A common shares, with 68.7% of votes cast in favor. The measure gives GameStop the capacity to issue new stock for strategic transactions, explicitly including its proposed acquisition of eBay.
How much is GameStop offering for eBay?
GameStop proposed to acquire eBay at $125.00 per share, in a structure split evenly between cash and GameStop stock. That values eBay at roughly $55.5 billion on an undiluted equity basis.
Has eBay agreed to the deal?
No. eBay’s board rejected the unsolicited, non-binding proposal on May 12, 2026, calling it “neither credible nor attractive.” There is no definitive agreement, and the board has not publicly confirmed any engagement since.
How can a smaller company try to buy a larger one?
GameStop plans to fund the bid with a mix of balance-sheet cash, up to $20 billion of third-party financing arranged through a highly-confident letter, and a large issuance of new stock. The stock component is why the authorized-share increase mattered.
What stake does GameStop already hold in eBay?
Filings show GameStop directly owns about 4.34 million eBay shares plus options giving economic exposure to roughly 39 million more, for an economic stake of about 5%. The antitrust waiting period on that position was cleared on June 3, 2026.
Why does Ryan Cohen want eBay?
Cohen argues eBay is poorly run and carries excessive costs, and he sees an opportunity to combine eBay’s marketplace scale in collectibles and recommerce with GameStop’s customer base and cash. He would run the combined company.
What are the biggest obstacles to the deal?
Financing the roughly $27 billion cash portion, overcoming eBay’s board resistance, and clearing a full antitrust review, particularly around the overlap between eBay’s TCGPlayer and GameStop’s collectibles business. Prediction markets have put completion odds in the high teens.
Does this change anything for eBay sellers today?
No. eBay continues to operate normally, with unchanged fees, listings and payouts. Any ownership change remains hypothetical while the offer sits rejected and unfunded in its cash-heavy portion.
What could GameStop do next?
Likely options include an exchange offer made directly to eBay shareholders, a proxy contest to change eBay’s board, further stake-building, or a revised, higher proposal designed to bring the board back to negotiations.