SCHEDULE: Ryan Cohen Boosts GameStop Stake, Advocates CEO Share Buys

GameStop Chairman Ryan Cohen increased his beneficial ownership to 9.3% and asserted that CEOs must purchase company shares with personal funds to align with stockholders.

Summary

• Ryan Cohen, the reporting person, beneficially owns 42,082,626 shares of GameStop Corp. Class A Common Stock.
• This ownership represents approximately 9.3% of the 448,009,480 shares outstanding as of December 5, 2025.
• On January 21, 2026, Cohen purchased an additional 500,000 shares at a weighted average price of $21.6010 per share.
• The shares were acquired in multiple open market transactions with prices ranging from $21.5479 to $21.6100.
• Cohen's previous direct share purchases, totaling 38,347,842 shares, had an aggregate purchase price of approximately $128,210,281, excluding brokerage commissions.
• He also holds 3,734,784 warrants received as a dividend for no consideration.
• Cohen stated his belief that it is essential for public company CEOs to purchase shares with personal funds to align with stockholders, and those who fail to do so should be fired.

Sentiment

Score: 8

Explanation: The filing indicates strong insider confidence through a significant share purchase by Ryan Cohen and a clear, assertive stance on CEO alignment with shareholders, which is generally viewed favorably by investors.

Positives

• Increased insider ownership by Ryan Cohen, demonstrating confidence in GameStop's future.
• Cohen's strong stance on CEO share purchases promotes greater alignment between management and shareholders.
• The recent purchase of 500,000 shares at over $21 per share indicates a belief in the company's value at current levels.

Future Outlook

Ryan Cohen's statement implies a future expectation that CEOs of public companies should actively invest personal funds into their company's stock to ensure strong alignment with shareholder interests, suggesting this practice is crucial for effective leadership and potentially better company performance.

Management Comments

• The Reporting Person believes that it is essential for the Chief Executive Officer of any public company to purchase shares of such company in the open market with his or her own personal funds in order to further strengthen alignment with stockholders.
• The Reporting Person believes that any Chief Executive Officer who fails to do so should be fired.

Industry Context

This filing highlights a strong stance on corporate governance and executive alignment, a topic of increasing focus across various industries. While not directly tied to GameStop's specific retail industry trends, Cohen's philosophy could influence perceptions of leadership commitment, particularly in companies undergoing significant transformations or facing activist investor scrutiny.

Comparison to Industry Standards

• Ryan Cohen's recent share purchase and his philosophy on CEO stock ownership align with best practices in corporate governance that advocate for strong insider ownership to ensure management's interests are aligned with those of shareholders.
• While many executives receive stock-based compensation, Cohen's emphasis on open market purchases with personal funds goes beyond typical compensation structures, setting a higher bar for demonstrating commitment compared to executives who primarily receive shares as grants.
• This approach contrasts with some companies where executive compensation is heavily weighted towards options or restricted stock units, which may not always require direct personal capital outlay in the same way open market purchases do.

Corporate Governance

Related Party Transactions

• Ryan Cohen received 3,734,784 Warrants from GameStop Corp. for no consideration pursuant to a warrant dividend distribution to the Issuer's stockholders.

Stakeholder Impact

• Shareholders: Potentially positive, as increased insider ownership and a strong stance on CEO alignment can signal confidence and a commitment to shareholder value.
• Management/Executives: The statement about CEO share purchases sets a clear expectation for executive behavior and accountability, potentially influencing current and future leadership.

Next Steps

• The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities purchased at each separate price.

Key Dates

Recommendation

The significant insider purchase by Ryan Cohen, coupled with his strong public statement advocating for direct CEO share ownership to align with stockholders, signals high confidence in GameStop's future. This action by a prominent figure like Cohen, who is deeply involved in the company's strategic direction, suggests a belief in the company's intrinsic value and potential for appreciation, making it a compelling signal for investors to consider a "buy" position.

Keywords

GameStop, GME, Ryan Cohen, insider buying, Schedule 13D, share purchase, stockholder alignment, corporate governance, warrants