Ryan Cohen is simultaneously walking away from a roughly $35 billion compensation package tied to GameStop (NYSE: GME) stock performance and using that same stock as currency to chase a target nearly five times the company’s size.
CNBC’s Dominic Chu reported that Cohen “is passing on a 30-billion pay package and will unveil more details soon about his bid to take over” eBay (NASDAQ: EBAY), with the figure now sitting closer to $35 billion.
The compensation in question traces back to a CEO Performance Award that only vests if GameStop’s share price reaches extraordinary levels, which the company flagged as a material risk factor in its Q1 FY26 disclosure.
Forgoing the award removes a governance overhang at precisely the moment eBay’s board has publicly called Cohen’s bid unserious, allowing him to argue his interests align with eBay shareholders rather than his own enrichment.
The optics carry particular weight because every proxy campaign Cohen has participated in has leaned on the argument that incumbent management underperformed relative to their compensation packages.
Cohen surfaced the original offer on May 4, 2026, at $125 per share, structured as a $55.5 billion deal split 50% cash and 50% stock, drawing on $9.4 billion from GameStop’s cash reserves and a $20 billion “highly confident letter” from TD Securities.
eBay’s board took eight days to review the proposal before dismissing it as “neither credible nor attractive” on May 12, pointing directly at the structural and financial credibility of the offer.
A highly confident letter represents a bank’s belief that financing could be arranged, stopping well short of an actual funding commitment, which sits at the heart of eBay’s rejection.
The valuation math remains the deal’s most stubborn obstacle, with eBay’s market cap near $49.3 billion against GameStop’s $9.6 billion, and eBay carrying a trailing price-to-earnings ratio of 25x on $11.6 billion in real revenue.
GameStop’s own Q1 FY26 results give Cohen some operational credibility, with revenue of $835.3 million rising 14% year over year, collectibles revenue surging 65% to $348.9 million, and gross margin expanding to 40.7%.
GAAP net income of $389.6 million for the quarter included a $268.4 million unrealized gain on a derivative asset tied to eBay economic exposure, meaning the deal is already appearing inside GameStop’s income statement before any transaction closes.
The company holds $7.4 billion in cash against $3.75 billion in convertible notes, though the gap between available resources and required deal consideration still runs into the tens of billions of dollars.
Michael Burry exited his GameStop stake in early May, arguing the bid “shatters” his thesis of GameStop as a debt-free, Berkshire-style compounder, while Steve Eisman told reporters “the debt is the problem” and called the cash-and-stock structure “highly improbable.”
Polymarket’s prediction market for whether GameStop will acquire eBay trades at just 13.5% probability with a December 31, 2026 expiry, reflecting broad skepticism that the deal reaches completion.
Cohen has pushed his personal eBay stake to roughly 7.8% as of early June and signaled a proxy contest if the board continues to reject engagement, raising the stakes considerably for both companies.
GameStop shareholders are being asked to authorize 2.5 billion additional shares, a request that only makes practical sense if management intends to deploy that stock as acquisition currency in the near term.
GME shares have fallen 19% since May 1, while EBAY has gained 6.6% over the same period, with the market effectively pricing the dilution risk as real while treating the deal itself as unlikely.
The next critical milestones include the proxy filing window, any developments around eBay’s Depop asset that could affect its float, and whether GameStop’s share repurchase authorization gets used to support the stock price Cohen depends on to close any deal.
