UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Amendment No. 1)

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

GameStop Corp.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Class A Common Stock, par value $0.001 per share

(Title of Class of Securities)

36467W109

(CUSIP Number of Class of Securities)

Dan L. Reed

General Counsel

625 Westport Parkway

Grapevine, Texas 76051

(817) 424-2000

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

with a copy to:

Michael H. Friedman, Esq.

Pepper Hamilton LLP

3000 Two Logan Square

Eighteenth and Arch Streets

Philadelphia, PA 19103-2799

(215) 981-4563

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

AMENDMENT NO. 1 TO SCHEDULE TO

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO originally filed by GameStop Corp., a Delaware corporation (the “Company”), on June 11, 2019 (the “Schedule TO”) in connection with the Company’s offer to purchase 12,000,000 of its issued and outstanding shares of Class A Common Stock, par value $0.001 per share (the “Shares”), or such lesser number of Shares as is properly tendered and not properly withdrawn, at a price not greater than $6.00 per Share and not less than $5.20 per Share, to the tendering stockholder in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions described in the Offer to Purchase, dated June 11, 2019 (the “Offer to Purchase”).

As disclosed in the Schedule TO, the employment agreement between the Company and Frank M. Hamlin, the Company’s Executive Vice President and Chief Customer Officer, provides for the award to Mr. Hamlin on June 14, 2019 of a number of restricted Shares determined by dividing $1,000,000 by the average closing price of the Shares for the five trading days immediately preceding June 14, 2019 (consisting of 50% time-vested restricted Shares and 50% performance-based Shares) and these Shares will replace the 28,950 time-vested restricted Shares previously awarded to Mr. Hamlin. In accordance with the employment agreement, on June 14, 2019, the Company issued to Mr. Hamlin 182,616 restricted Shares in replacement of the 28,950 time-vested restricted Shares previously awarded to him. This Amendment No. 1 is being filed to reflect the cancellation and re-issuance of Shares to Mr. Hamlin.

This Amendment No. 1 is also being filed to incorporate by reference the Company’s Amendment No. 1 to Quarterly Report on Form 10-Q for the period ended May 4, 2019 filed on June 12, 2019.

Only those items amended and supplemented are reported in this Amendment No. 1. Except as specifically provided herein, the information contained in the Schedule TO remains unchanged, and this Amendment No. 1 does not modify any of the other information previously reported on Schedule TO. You should read this Amendment No. 1 together with the Schedule TO, the Offer to Purchase, and the related Letter of Transmittal.

Item 5 is hereby amended and supplemented as follows:

The table set forth under the heading “Recent Securities Transactions” set forth in Section 11 (“Interests of Directors and Executive Officers; Recent Securities Transactions; Transactions and Arrangements Concerning the Shares”) of the Offer to Purchase is hereby amended and supplemented:

(a) by modifying footnote 5 to the table to read as follows:

(5) Represents time-vested restricted Shares.

and

(b) by adding the following transactions:

Section (c) of Item 6 of the Schedule TO is hereby amended and supplemented as follows:

The section of the Offer to Purchase entitled “Incorporation by Reference” under the subheading “10. Certain Information Concerning the Company” is hereby amended by deleting the second bullet point in its entirety and replacing it with the following: “Our Quarterly Report on Form 10-Q for the quarterly period ended May 4, 2019 filed on June 11, 2019, as amended by Amendment No. 1 to Quarterly Report on Form 10-Q filed on June 12, 2019;”.

Item 8 is hereby amended and supplemented as follows:

The changes described above in Item 5 of this Amendment No. 1 are hereby incorporated into this Item 8 by reference.

Item 11 is hereby amended and supplemented as follows:

The changes described above in Item 5 and Item 6 of this Amendment No. 1 are hereby incorporated into this Item 11 by reference.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: June 14, 2019

EXHIBIT INDEX