GameStop Corp.

16. Class A Common Stock and Share-Based Compensation

Class A Common Stock

The holders of Class A Common Stock are entitled toone vote per share on all matters to be voted on by stockholders. Holders of Class A Common Stock will share in any dividend declared by our Board of Directors. In the event of our liquidation, dissolution or winding up, all holders of Class A Common Stock are entitled to share ratably in any assets available for distribution to holders of shares of Class A Common Stock.

During fiscal 2024, we sold an aggregate of 140,000,000 shares of our Class A Common Stock under three at-the-market equity offering programs (the "ATM Transactions"). We generated $3,470.1 million in aggregate gross proceeds from sales under the ATM Transactions. All associated commissions and administrative fees were recognized in additional paid-in capital on our Consolidated Balance Sheets and SG&A expenses in our Consolidated Statements of Operations.

Share-Based Compensation

In June 2022, we adopted the GameStop Corp. 2022 Incentive Plan (the "2022 Plan"), which provides for the grant of equity awards to our officers, associates, consultants, advisors and directors, and which replaced the GameStop Corp. 2019 Incentive Plan (the "2019 Incentive Plan") and the Amended and Restated GameStop Corp. 2011 Incentive Plan (the "2011 Plan"). Awards under the 2022 Plan may take the form of stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance awards and other share-based awards, or any combination of the foregoing. The 2022 Plan allows for 32,000,000 shares of Class A Common Stock, plus any shares subject to 2019 Plan awards that expire, are forfeited, canceled or terminated after the adoption of the 2019 Plan. No awards were granted under the 2019 or 2011 Plan after the adoption of the 2022 Plan.

Restricted Stock Units

Restricted Stock Units ("RSUs") represent a right to receiveone share or the value ofone share upon the terms and conditions set forth in the applicable plan and award agreement. We grant RSUs to certain of our associates, officers and non-associate directors. We used the stock price on the grant date to estimate the fair value of our RSUs. The grant date fair value of RSUs is amortized to expense on a straight-line basis over the vesting period. RSUs granted in fiscal 2024 are not dividend eligible.

Restricted Stock Award

The fair value of restricted stock awards ("RSAs") is recognized as compensation expense on a straight-line basis between the grant date and the date the RSAs become fully vested. We have granted RSAs to certain associates, officers and non-associate directors. We estimate the fair value of RSAs on the grant date based on the quoted market price of our Class A Common Stock.

RSAs granted by us are considered to be legally issued and outstanding as of the date of grant, notwithstanding that the shares remain subject to risk of forfeiture if the vesting conditions for such shares are not met and are included in the number of shares of Class A Common Stock outstanding disclosed on the cover page of this annual report on Form 10-K as of March 19, 2025. The total number of shares presented on our consolidated financial statements represents shares of our Class A Common Stock that are legally issued and outstanding. There are no remaining nonvested shares of RSAs as of February 1, 2025.

Time-based RSAs and RSUs generally vest in installments, subject to continued service with us, and subject further to accelerated vesting in the case of retirement eligibility and certain termination events.

The following table presents a summary of our RSAs activity:

The following table presents a summary of our RSUs activity:

In fiscal 2024, 2023 and 2022, there were 2.2 million,4.1 million and 6.2 million, respectively, of RSAs and RSUs.

In fiscal 2021, we granted 742,972 shares of time-based RSAs with a weighted-average grant date fair value of $29.42. There wereno grants of time-based RSAs in fiscal 2024, 2023, and 2022. In fiscal 2024, 2023, and 2022, we granted 1,926,225,2,425,236, and 5,536,250 shares, respectively, of time-based RSUs, with a weighted-average grant date fair value of $23.56, $17.27, and $31.43, respectively.

During fiscal 2024, 2023 and 2022, we included compensation expense inclusive of forfeitures relating to the grants of RSAs and RSUs in the amounts of $16.4 million, $22.2 million and $40.1 million, respectively, in SG&A expenses in our Consolidated Statements of Operations.

As of February 1, 2025, there was no unrecognized compensation expense related to nonvested time-based RSAs expected to be recognized. As of February 1, 2025, there was $39.6 million of unrecognized compensation expense related to nonvested time-based RSUs that is expected to be recognized over a weighted-average period of 2.4 years.

There was no income tax expense, inclusive of excess tax deficiencies and valuation allowances, associated with stock-based compensation for fiscal 2024, 2023 and 2022. The total fair value of RSAs and RSUs vested, as of their respective vesting dates, was $33.4 million, $43.2 million and $12.7 million during fiscal 2024, 2023 and 2022, respectively.