GameSquare Holdings, Inc. SEC Filings

GameSquare Holdings, Inc. is asking stockholders to approve an amendment to its certificate of incorporation authorizing the board to implement a reverse stock split of its common stock at a ratio between 1-for-2 and 1-for-8. The stated goal is to help regain compliance with Nasdaq Capital Market’s $1.00 per share minimum bid requirement after receiving deficiency notices and an extension through September 7, 2026. A split would reduce the 103,043,011 shares outstanding as of July 13, 2026 and is expected, absent other factors, to proportionately increase the trading price, without changing each holder’s relative ownership or voting rights.

No fractional shares would be issued; instead, any fractional positions would be rounded up to a whole share, and all options, warrants and other equity awards would be proportionally adjusted. Authorized shares would remain unchanged, increasing the pool of unissued shares available for potential future financing. The board has discretion whether and when to effect the split within one year of the meeting, notes potential risks including price volatility and reduced liquidity, and unanimously recommends voting FOR both the reverse split and a proposal permitting adjournment to solicit additional proxies.

GameSquare Holdings, Inc. approved equity compensation awards for senior executives effective July 10, 2026. The chief operating officer received a discretionary bonus of 50,000 restricted stock units (RSUs) under the 2024 Stock Incentive Plan. These RSUs vested in full on the grant date and were settled the same day in 50,000 shares of common stock, separate from compensation under her employment agreement.

The board also granted new stock options to the chief executive officer and chief financial officer covering 1,045,712 and 301,249 shares of common stock, respectively. These Option Awards cover the same number of shares as previously reported option awards that were not validly issued; the new grants do not reinstate those prior awards. Each Option Award vests with 62.5% of the shares vesting on July 10, 2026 and 37.5% on the first anniversary, subject to continued service.

GameSquare Holdings, Inc. Chief Operating Officer Amaree Elizabeth Vichairattanawong reported compensation-related equity activity on July 10, 2026. She acquired 100,000 shares of Common Stock through vesting and settlement of restricted stock units and received a one-time grant of 470,570 stock options at a $0.3300 exercise price, plus 50,000 new RSUs. No shares were sold in these transactions.

GameSquare Holdings, Inc. director Porter Stuart D reported equity compensation activity. On July 10, 2026, he acquired 150,000 shares of common stock upon vesting and settlement of restricted stock units and received a one-time grant of 150,000 RSUs under the 2024 Stock Incentive Plan. Following these transactions, he holds 1,199,357 common shares directly, 216,666 shares indirectly through Three Curve Capital LP, and 150,000 RSUs, each representing a contingent right to one additional common share.

GameSquare Holdings, Inc. reported that Chief Financial Officer Michael Patrick Munoz acquired 48,423 shares of common stock on July 10, 2026 through vesting and settlement of previously granted RSUs, bringing his direct holdings to 91,846 shares. On the same date he received a stock option grant for 301,249 shares at an exercise price of $0.31 per share under the 2024 Stock Incentive Plan, expiring July 10, 2031 and vesting 62.5% on the Grant Date and 37.5% on the first anniversary.

GameSquare Holdings, Inc. CEO and director Justin Kenna reported a series of equity awards and RSU conversions dated July 10, 2026. An entity he controls, Kenna Holdings Inc., acquired common shares upon vesting and settlement of restricted stock units. Kenna also received stock options to purchase 1,045,712 and 150,000 shares at an exercise price of $0.3100 per share, expiring July 10, 2031; the larger grant vests 62.5% on the grant date and 37.5% on the first anniversary, while the 150,000-share grant vested immediately. In addition, he received a one-time grant of 150,000 RSUs that vested and settled on the grant date, and he continues to hold common stock both directly and indirectly.

Hamilton Paul reported acquisition or exercise transactions in this Form 4 filing.

GameSquare Holdings, Inc. director Paul Hamilton received equity compensation tied to restricted stock units (RSUs). On July 10, 2026, 150,000 RSUs granted under the 2024 Stock Incentive Plan vested and settled into 150,000 shares of common stock, increasing his direct common stock holdings to 250,000 shares. In addition, 503,003 shares of common stock are held indirectly through AEV Esports, LLC, an entity of which he is President and Chief Executive Officer and over whose shares he may be deemed to share voting and dispositive control.

GameSquare Holdings, Inc. director Jeremi Gorman exercised restricted stock units to acquire 150,000 shares of common stock on July 10, 2026. These shares came from a one-time grant of 150,000 RSUs under the 2024 Stock Incentive Plan that vested and settled on the grant date. Following the transaction, Gorman holds 315,897 common shares directly.

Blue & Silver Ventures, Ltd. reported acquisition or exercise transactions in this Form 4 filing.

GameSquare Holdings, Inc. reporting person Blue & Silver Ventures, Ltd. received a one-time grant of 150,000 restricted stock units (RSUs) on July 10, 2026 under the 2024 Stock Incentive Plan, each representing one share of common stock, which vested and settled into common shares on the grant date.

Following settlement, Blue & Silver directly holds 6,147,620 shares of GameSquare common stock. Director Thomas L. Walker is identified as Blue & Silver’s representative and disclaims beneficial ownership of these securities beyond any pecuniary interest.