Derivative settlement for GameSquare (NASDAQ: GAME) wins court OK

Rhea-AI Filing Summary

GameSquare Holdings, Inc. reports that the Delaware Court of Chancery has entered an Order and Final Judgment granting final approval of a previously disclosed Settlement Agreement related to shareholder derivative litigation connected to its acquisition of FaZe Holdings, Inc.

This court order, dated September 22, 2025, resolves the shareholder derivative case and approves the terms of the Settlement Agreement under which the company had assumed certain indemnification obligations, including financial responsibility for a portion of any judgment or settlement payment. The Court’s Order and Final Judgment has been filed as an exhibit to this report, formally concluding this litigation process.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): September 22, 2025

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 8.01. Other Events.

Final Court Approval of Derivative Litigation

As previously reported in our Current Report on Form 8-K filed on April 22, 2025 (the “April 2025 Form 8-K”), GameSquare Holdings, Inc. (the “Company”), in connection with its prior acquisition of FaZe Holdings, Inc., assumed certain indemnification obligations, including financial responsibility for a portion of the judgement or settlement payment as outlined in the Stipulation and Agreement of Settlement, Compromise and Release (the “Settlement Agreement”), a copy of which was filed with the April 2025 Form 8-K, and is incorporated herein by reference. The Settlement Agreement requires the approval of the Court of Chancery for the State of Delaware (“Court”).

On September 22, 2025, the Court entered an Order and Final Judgment, granting final approval of the Settlement Agreement and resolving the Shareholder Derivative Litigation. A copy of the Court’s Order and Final Judgment is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Amended [Proposed] Order and Final Judgement, dated September 22, 2025.
104		Cover Page Interactive Data File (embedded with 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: September 26, 2025	By:	/s/ Justin Kenna
	Name:	Justin Kenna
	Title:	Chief Executive Officer and Director

FAQ

What litigation update did GameSquare (GAME) disclose in this 8-K?

GameSquare Holdings, Inc. disclosed that the Delaware Court of Chancery entered an Order and Final Judgment on September 22, 2025, granting final approval of a Settlement Agreement that resolves shareholder derivative litigation related to its acquisition of FaZe Holdings, Inc.

How is the FaZe Holdings acquisition connected to the GameSquare (GAME) litigation?

In connection with its prior acquisition of FaZe Holdings, Inc., GameSquare assumed certain indemnification obligations, including financial responsibility for a portion of any judgment or settlement payment as outlined in the Settlement Agreement that required court approval.

What did the Delaware Court of Chancery decide regarding GameSquare (GAME)?

The Delaware Court of Chancery entered an Order and Final Judgment granting final approval of the Settlement Agreement and resolving the shareholder derivative litigation involving GameSquare and its acquisition of FaZe Holdings, Inc.

What key document did GameSquare (GAME) file with this 8-K?

GameSquare filed the Court’s Amended [Proposed] Order and Final Judgment dated September 22, 2025 as Exhibit 99.1, along with a cover page interactive data file as Exhibit 104.

Does the GameSquare (GAME) filing describe any financial obligations from the settlement?

The filing states that GameSquare assumed certain indemnification obligations, including financial responsibility for a portion of the judgment or settlement payment, with the specific terms outlined in the Settlement Agreement incorporated by reference.

Who signed the GameSquare (GAME) 8-K reporting the litigation resolution?

The report was signed on behalf of GameSquare Holdings, Inc. by Justin Kenna, its Chief Executive Officer and Director.