https://www.sec.gov/Archives/edgar/data/1065088/000119312526231493/xslSCHEDULE\_13D\_X02/primary\_doc.xml

TL;DR: The board isn't planning to dump 2.5 billion shares onto the market tomorrow. They are asking for the legal permission to have that many available.

They use 1.15 billion to buy eBay (The Growth Move) and they keep 900 million in reserve (The War Chest) so they never have to go back to shareholders and ask for permission again every time they want to make a strategic move.

It is about flexibility and speed.

_

A lot of oise regarding the new PRE 14A filing. Some people are shouting "dilution" without looking at the mechanics of an eBay acquisition. If you are looking at the 2.5 billion authorized shares and crying dilution, you are missing the forest for the trees.

The term being thrown around by the board is accretive. In plain English, this means the deal adds more value to each share than it takes away.

Dilution: put simply, more shares exist, so your percentage of the company is smaller. This is a mechanical fact, but it is only bad if the company stays the same size.

Accretion: The new assets (eBay) bring in so much profit that EPS goes up. If GME doubles the shares but triples the profit, your individual shares are actually worth more.

GameStop is making a move for a $55.5 billion giant. To do that, they need "currency" (stock). Here is how the numbers break down:

The Cash Side: 50% of the deal ($27.75B) is cash.

The Stock Side: 50% of the deal ($27.75B) is paid in GME shares.

The Capacity: By increasing authorized shares to 2.5 billion, the board has the legal room to issue the shares needed for the buyout while keeping a war chest of shares for future moves or employee incentives.

If the board only authorized the exact 1.15 billion needed for the deal, their "tank" would be empty the moment the merger closed. By asking for 2.5 billion, they are giving themselves roughly 900 million "spare" shares, likely for:

Future Acquisitions: If another smaller company becomes a target after eBay, GameStop can buy it using stock instead of depleting their cash (think PSA).

ATM Offerings: If the stock price squeezes or moves up significantly, the company can sell some of these spare shares directly into the market to raise billions in pure cash (just like they did in 2021 and 2024).

Employee Incentives: To hire top-tier talent from places like Amazon or Google, they often pay in stock options or RSUs. These come out of that authorized pool.

Defense: Having a large pool of unissued shares makes it harder for a hostile entity to try and take over the company through a hostile bid, as the board can issue more shares to dilute the attacker.

This isn't just about buying a website. It is about infrastructure eBay is a cash-flow machine. Integrating that revenue into the GME ecosystem changes the fundamental valuation of our stock. It is much harder to short a company into the ground when that company owns a massive, profitable global marketplace with $20B+ in annual revenue.

EDIT 1:

Simple Analogy: If you have a pizza with 10 slices and $10 of pepperoni, you have $1 of pepperoni per slice. If you add 10 more slices (dilution) but add $30 more pepperoni (accretion), you now have $2 of pepperoni per slice. You own a smaller percentage of the pizza, but you have twice as much pepperoni.

EDIT 2:

FUDsters working overtime. I can only explain it to you. I can't understand it for you.

EDIT 3:

If you think the last 2 share authorizations were "dilution", you're gonna be shocked when you learn why GME has 9+ billion cash and zero debt.

EDIT 4:

Correction of the zero debt. The "debt" is 0% interest and covered 2x over by the cash on hand. You don't "struggle" with debt that doesn't cost you anything to keep.

EDIT 5:

I am seeing a lot of comments worrying that a long-term value play ruins the squeeze, or that a $40 fundamental valuation leaves you holding bags. Fundamentals and Squeezes are not enemies. They are partners.

Short sellers are betting on bankruptcy, stagnation, or retail exhaustion. If GME just sits still, shorts can drag this out forever. By acquiring a $55B monster like eBay, GameStop is dropping a nuclear bomb on the short thesis. When the fundamental floor of the stock rises rapidly purely based on new earnings, shorts lose their collateral leverage. You don't get margin called on a stock that is slowly bleeding. You get margin called when the underlying company suddenly becomes a cash-printing global juggernaut.

People are confusing the fundamental value with the squeeze peak. If the math shows GMEBAY is fundamentally worth $40 to $60 based on cash flow alone, that is your new safety net. That is the price the stock falls back to on a bad day. The Squeeze happens on top of that floor when shorts are forced to exit.

Yes, Ryan Cohen is a billionaire. But remember how his compensation plan is structured. He does not get paid a salary. His massive performance bonuses only trigger if the combined Market Cap hits astronomical hurdles. He doesn't win if the stock just stabilizes at $30 or $40. He only hits his targets if the stock goes parabolic.

This deal is not a replacement for the squeeze. It is the engine that forces it.

If you don't get the eBay move, go look at Amazon buying Whole Foods in 2017. Amazon didn't want to become a grocery store; they wanted Whole Foods' physical locations to use as local distribution hubs.

RC isn't trying to make GameStop an auction site. He is buying eBay to use GameStop's physical stores as local intake and authentication hubs for the $70B global resale market. He is using our high-value stock as a currency to buy a cash cow. If he can execute the integration, we instantly become a hybrid tech-logistics giant.

EDIT 6:

Holy shit I totally forgot this one...

eBay pays a regular quarterly cash dividend.

eBay currently prints so much extra cash that they literally give away $139 million every quarter just in dividends, plus another $500 million in stock buybacks. If GME acquires them, we capture that $600M+ quarterly surplus and use it to instantly service the debt. We aren't buying a struggling company; we are buying a mother fucking bank.

Here is the current eBay dividend schedule as of May 2026:

• Quarterly Payout: $0.31 per share
• Annual Payout: $1.24 per share
• Dividend Yield: ~1.15% to 1.25%
• Next Payment Date: June 12, 2026

EDIT 7: More on the dividends:

Here is the exact breakdown of eBay's capital returns from their Q1 2026 earnings. This is cash they simply gave away to stockholders.

Metric	Q1 2026 Payout	Annualized Pace
Cash Dividends ($0.31/share)	~$139 Million	~$556 Million
Stock Buybacks	~$500 Million	~$2.0 Billion
Total Cash Returned to Holders	~$639 Million	~$2.55 Billion

When GameStop buys 100% of eBay, those dividend payments and stock buybacks stop immediately. eBay no longer has its own public shareholders to hand that cash to. All of that surplus money gets rerouted directly into the GameStop treasury.

If you are wondering how GameStop is going to service the interest on a $31 billion loan, look at the table above. At a standard 6% interest rate, the debt costs roughly $1.86 billion a year. eBay’s surplus cash flow from buybacks and dividends alone covers the entire interest payment, with hundreds of millions left over. And that is before Ryan Cohen even touches the $2 billion in projected operational synergies.

We aren't taking out a loan to keep the lights on in a dying mall. We are using the bank's money to buy a self-funding printing press.

If people are complaining about taking on debt to buy a company that literally gives away $600+ million a quarter, they do not understand corporate finance. You don't pass up a cash cow just because you have to use leverage to get it in the barn.

link to eBay's latest 8-K

Look at the bullet points under "First Quarter 2026 Financial Highlights" near the top. It explicitly states: "Returned $639 million to stockholders in Q1, including $500 million of share repurchases and $139 million paid in cash dividends.

Scroll down to the "Dividend Declaration" section, which states: "eBay's Audit Committee declared a second quarter 2026 cash dividend of $0.31 per share of the company's common stock.

"shAreholdErs aRe mAking MonEy wIth eBay!"

eBay shareholders do earn money. They earn so much extra cash that the company literally gives away $639 million every single quarter in dividends and buybacks because they’ve run out of ways to spend it.

That is exactly why RC wants to buy them. No growth, no innovation, shit customer service.

I’d rather own the company that captures $2.5 billion in annual surplus cash flow to fund a global transformation than be the guy waiting by the mailbox for a $0.31 check while the stock price stays flat for a decade. You're not in the wrong stock; you’re just looking at the paycheck instead of the company that signs it.

This is probably one of the coolest releases from the new file release. The specific file can be found here: https://www.war.gov/UFO/#DOW-UAP-PR38-Unresolved-UAP-Report-Middle-East-2013