UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

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

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

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. 2 TO SCHEDULE TO

This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO originally filed by GameStop Corp., a Delaware corporation (the “Company”), on June 11, 2019 and amended by Amendment No. 1 thereto filed on June 14, 2019 (as amended, 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par value $0.001 per share (the “Shares”), or such lesser number of Shares as is properly tendered and not properly withdrawn, at a price not greater than $6.00 per Share and not less than $5.20 per Share, to the tendering stockholder in cash, less any applicable withholding taxes and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 respective employment agreements between the Company and each of James A. Bell, the Company’s Executive Vice President and Chief Financial Officer, and Chris R. Homeister, the Company’s Executive Vice President and Chief Merchandising Officer, provide for the award to each of Mr. Bell and Mr. Homeister on July 1, 2019 of a number of restricted Shares determined by dividing $1,300,000 by the average closing price of the Shares for the five trading days immediately preceding July 1, 2019 (in each case consisting of 50% time-vested restricted Shares and 50% performance-based restricted Shares). This Amendment No. 2 is being filed to reflect the issuance on July 1, 2019 of 238,096 restricted Shares to each of Mr. Bell and Mr. Homeister in accordance with their respective employment agreements.

Only those items amended and supplemented are reported in this Amendment No. 2. Except as specifically provided herein, the information contained in the Schedule TO remains unchanged, and this Amendment No. 2 does not modify any of the other information previously reported on Schedule TO. You should read this Amendment No. 2 together with the Schedule TO, the Offer to Purchase, and the related Letter of Transmittal.

ITEM 5. Past Contacts, Transactions, Negotiations and Agreements.

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 by adding the following transactions:

ITEM 8. Interest in Securities of the Subject Company.

Item 8 is hereby amended and supplemented as follows:

The changes described above in Item 5 of this Amendment No. 2 are hereby incorporated into this Item 8 by reference.

ITEM 11. Additional Information.

Item 11 is hereby amended and supplemented as follows:

The changes described above in Item 5 of this Amendment No. 2 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: July 1, 2019

EXHIBIT INDEX