UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 10, 2026

GameSquare Holdings, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

001-39389

99-1946435

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

6775 Cowboys Way, Ste. 1335

Frisco, Texas, USA

75034

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (216) 464-6400

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		GAME		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 1, 2026, the Board of Directors of the Company (the “Board”), including the Compensation Committee, approved a discretionary equity award to the Company’s Chief Operating Officer, to be granted on July 10, 2026. The award consists of 50,000 restricted stock units (“RSUs”), with each RSU representing the right to receive one share of the Company’s common stock, subject to the terms and conditions of the Company’s 2024 Stock Incentive Plan, as amended and the applicable RSU Grant agreement (“Award Agreement”).

The RSUs were granted as a discretionary bonus and are separate from, and in addition to, any bonus or other compensation payable to the Chief Operating Officer pursuant to her previously disclosed employment agreement. All 50,000 RSUs vested in full on the grant date, July 10, 2026, and, subject to the terms of the Award Agreement, were settled through the issuance of 50,000 shares of the Company’s common stock on July 10, 2026.

The foregoing description of the RSU grant is qualified in its entirety by reference to the Award Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On July 10, 2025, and December 3, 2025, the Board, including the Compensation Committee, approved grants to Justin Kenna, the Company’s Chief Executive Officer, and Michael Munoz, the Company’s Chief Financial Officer, of an option to purchase 1,045,712 shares and an option to purchase 301,249 shares of the Company’s common stock, respectively (the “Option Awards”), to be granted on July 10, 2026, pursuant to the Company’s 2024 Stock Incentive Plan. As previously disclosed in Forms 4 filed by Mr. Kenna and Mr. Munoz on July 15, 2025, and Forms 4/A subsequently filed by Mr. Kenna and Mr. Munoz on November 14, 2025, the Company previously reported the grant of option awards covering the same number of shares underlying the Option Awards; however, such previously reported awards were not validly issued. Accordingly, the Option Awards granted on July 10, 2026, constitute new grants and do not represent the reinstatement or reissuance of the previously reported awards.

The Option Awards vest as follows, subject to each of Mr. Kenna’s and Mr. Munoz’s continued service through the applicable vesting date: (i) 62.5% of the shares subject to the applicable Option Award vest on July 10, 2026, and (ii) 37.5% of the shares subject to the applicable Option Award vest on the first anniversary of July 10, 2026.

The foregoing description of the Option Awards is qualified in its entirety by reference to the Option Agreements, copies of which are filed as Exhibits 10.2 and 10.3 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
10.1		Restricted Share Unit Grant, dated July 10, 2026, between the Company and Amaree Vichairattanawong.
10.2		Option Agreement, dated July 10, 2026, between the Company and Justin Kenna.
10.3		Option Agreement, dated July 10, 2026, between the Company and Michael Munoz.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GAMESQUARE HOLDINGS, INC.
	(Registrant)

Date: July 15, 2026	By:	/s/ Justin Kenna
	Name:	Justin Kenna
	Title:	Chief Executive Officer, President, and Chairman

Exhibit 10.1

Restricted Share Unit Grant

GameSquare Holdings, Inc.

Grantee: Amaree Vichairattanawong

We are pleased to provide you with confirmation of a grant of restricted stock units (“RSUs”) under the GameSquare Holdings, Inc. (“GameSquare”) Incentive Plan (the “Incentive Plan”) in connection with your service to GameSquare as follows:

Restricted Share Unit Terms

Restricted Stock:	You have been granted 50,000 RSUs of GameSquare.

Grant Date:	July 10, 2026

Vesting Schedule:	The RSUs granted herein shall become vested as of the Grant Date.

Restrictive Legend: If the Shares issuable upon the vesting of the RSUs are not registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, the Shares may not be issued in the “United States” (as defined in Rule 902 of Regulation S under the U.S. Securities Act) unless an exemption from the registration requirements of the U.S. Securities Act is available. Any Shares issued to a Recipient in the United States that have not been registered under the U.S. Securities Act will be deemed “restricted securities” (as defined in Rule 144(a)(3) of the U.S. Securities Act) and bear a restrictive legend to such effect.

In addition to the terms stated in this grant letter, your RSU grant shall be subject to the terms and conditions of the Incentive Plan.

Thank you for your contributions to the growth of GameSquare.

	Sincerely,

	/s/ John Wilk
	John Wilk
	General Counsel, Secretary
	GameSquare Holdings, Inc.

6775 Cowboys Way, Suite 1335

Frisco, TX 75034

Exhibit 10.2

GAMESQUARE HOLDINGS, INC.

OPTION AGREEMENT

This Option Agreement is entered into between GameSquare Holdings, Inc. (the “Company”) and the Optionee named below pursuant to the Incentive Plan of the Company (as may be amended or superseded, the “Plan”), and confirms that:

1. on July 10, 2026 (the “Grant Date”);

2. Justin Kenna (the “Optionee”);

3. was granted the option to purchase 1,195,712 common shares (the “Optioned Shares”) of the Company;

4. for the price of US$0.31 per Optioned Share (the “Exercise Price”);

5. exercisable from time to time after vesting up to, but not after, July 9, 2031; and

6. the Optioned Shares shall vest, on the terms and subject to the conditions set out in the Plan, on the following schedule:

●

803,570 on the Grant Date

●

392,142 on July 10, 2027

7. Exercise of Options. In order to exercise the Option, the Optionee shall notify the Company in the form annexed hereto as Schedule “A”, whereupon the Company shall use reasonable efforts to cause the Optionee to receive a certificate representing the relevant number of fully paid and non-assessable Shares in the Company.

8. Transfer of Option. The Option is not-transferable or assignable except in accordance with the Plan.

9. U.S. Securities Laws. If the Options and the Shares are not registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, the Options may not be exercised in the “United States” (as defined in Rule 902 of Regulation S under the U.S. Securities Act) unless an exemption from the registration requirements of the U.S. Securities Act is available. Any Shares issued to Optionee in the United States that have not been registered under the U.S. Securities Act will be deemed “restricted securities” (as defined in Rule 144(a)(3) of the U.S. Securities Act) and bear a restrictive legend to such effect.

10. Inconsistency. This Option Agreement is subject to the terms and conditions of the Plan and, in the event of any inconsistency or contradiction between the terms of this Option Agreement and the Plan, the terms of the Plan shall govern.

11. Severability. Wherever possible, each provision of this Option Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Option Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Option Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

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12. Entire Agreement. This Option Agreement and the Plan embody the entire agreement and understanding among the parties and supersede and pre-empt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

13. Successors and Assigns. This Option Agreement shall bind and enure to the benefit of the Optionee and the Company and their respective successors and permitted assigns.

14. Governing Law. This Agreement and the Option shall be governed by and interpreted and enforced in accordance with the laws of the State of Delaware.

15. Counterparts. This Option Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

16. Additional Terms. The Optionee acknowledges that the Optionee has read and understands the Plan and agrees to the terms and conditions of the Plan and this Option Agreement. Additionally, the grant of Options herein shall be subject to the receipt of any required regulatory or shareholder approval.

GAMESQUARE HOLDINGS, INC.		OPTIONEE

/s/ John Wilk		/s/ Justin Kenna
John Wilk		Justin Kenna
Secretary

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SCHEDULE “A”

ELECTION TO EXERCISE STOCK OPTIONS

TO:

GAMESQUARE HOLDINGS, INC. (the “Company”)

The undersigned Optionee hereby elects to exercise Options granted by the Company to the undersigned pursuant to a Grant Agreement dated July 10, 2026, under the Company’s Incentive Plan (the “Plan”), for the number Shares set forth below. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Plan.

Number of Shares to be Acquired: ___________________

Option Exercise Price (per Share): USD$0.31

Aggregate Purchase Price: Amount enclosed that is payable on account of this Option exercise: $____________________, and the Optionee hereby tenders a certified cheque, bank draft or other form of payment confirmed as acceptable by the Company for such aggregate purchase price, and, if applicable, all source deductions, and directs such Shares to be registered in the name of ___________________________________________.

(print Optionee’s name)

By executing this Election to Exercise Stock Options, the undersigned hereby confirms that the undersigned has read the Plan and agrees to be bound by the provisions of the Plan.

I hereby agree to file on a timely basis, or the Company may agree to file on my behalf, all insider reports and other reports that I may be required to file under applicable securities laws. I understand that this request to exercise my Options is irrevocable.

DATED this ___day of _______________, 202_.

Signature of Optionee: ________________________

Name of Optionee: _________________________

(please print)

Exhibit 10.3