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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 18, 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
September 18, 2026, the Board of Directors (the “Board”) of GameSquare Holdings, Inc. (the “Company”), including
the Compensation Committee, approved (i) the acceleration of vesting and exercisability of certain previously granted equity awards held
by Justin Kenna, the Company’s Chief Executive Officer, Amaree Vichairattanawong, the Company’s Chief Operating Officer,
and Michael Munoz, the Company’s Chief Financial Officer, and (ii) the grant of additional equity awards to each such executive
officer pursuant to the Company’s 2024 Stock Incentive Plan (the “Plan”).
Acceleration
of Outstanding Equity Awards
Mr.
Kenna previously received a grant of 58,108 restricted stock units (“RSUs”) on July 11, 2025 pursuant to the Plan. Under
the terms of such award, 25% of the RSUs vested on the grant date, 37.5% vested on the first anniversary of the grant date and the remaining
37.5%, consisting of 21,791 RSUs, was scheduled to vest on July 11, 2027, subject to continued service. On September 18, 2026, the Board
approved the acceleration of the vesting of the remaining 21,791 unvested RSUs, which became fully vested as of such date.
Mr.
Kenna also previously received an option award on July 10, 2026 to purchase 130,714 shares of the Company’s common stock pursuant
to the Plan. Under the terms of such award, 62.5% of the option shares vested on the grant date and the remaining 37.5%, consisting of
49,018 option shares, was scheduled to vest on July 10, 2027, subject to continued service. On September 18, 2026, the Board approved
the acceleration of the vesting and exercisability of the remaining 49,018 option shares, which became fully vested and immediately exercisable
as of such date.
Ms.
Vichairattanawong previously received a grant of 26,149 RSUs on February 6, 2026 pursuant to the Plan. Under the terms of such award,
6,537 RSUs vested on August 2, 2026 and the remaining 19,612 RSUs were scheduled to vest in installments on February 2, 2027,
August 2, 2027 and February 2, 2028, subject to continued service. On September 18, 2026, the Board approved the acceleration of the
vesting of the remaining 19,612 unvested RSUs, which became fully vested as of such date.
Ms.
Vichairattanawong also previously received an option award on July 10, 2026 to purchase 58,822 shares of the Company’s common stock
pursuant to the Plan. Under the terms of such award, the option shares vested in four equal installments on August 6, 2026, February
6, 2027, August 6, 2027 and February 6, 2028, subject to continued service. On September 18, 2026, the Board approved the acceleration
of the vesting and exercisability of the remaining 44,116 option shares, which became fully vested and immediately exercisable as of
such date.
Mr.
Munoz previously received a grant of 16,141 RSUs on July 11, 2025 pursuant to the Plan. Under the terms of such award, 25% of the RSUs
vested on the grant date, 37.5% vested on the first anniversary of the grant date and the remaining 37.5%, consisting of 6,052 RSUs,
was scheduled to vest on July 11, 2027, subject to continued service. On September 18, 2026, the Board approved the acceleration of the
vesting of the remaining 6,052 unvested RSUs, which became fully vested as of such date.
Mr.
Munoz also previously received an option award on July 10, 2026 to purchase 37,657 shares of the Company’s common stock pursuant
to the Plan. Under the terms of such award, 62.5% of the option shares vested on the grant date and the remaining 37.5%, consisting of
14,121 option shares, was scheduled to vest on July 10, 2027, subject to continued service. On September 18, 2026, the Board approved
the acceleration of the vesting and exercisability of the remaining 14,121 option shares, which became fully vested and immediately exercisable
as of such date.
New
Equity Awards
On
September 18, 2026, the Board, including the Compensation Committee, also approved discretionary equity awards to Mr. Kenna, Ms. Vichairattanawong
and Mr. Munoz pursuant to the Plan.
The
awards granted to Mr. Kenna consisted of (i) 52,313 RSUs, with each RSU representing the right to receive one share of the Company’s
common stock, and (ii) a stock option to purchase 52,313 shares of the Company’s common stock, in each case subject to the terms
and conditions of the Plan and the applicable award agreements. The RSUs vested in full immediately upon grant and were settled through
the issuance of 52,313 shares of the Company’s common stock on September 18, 2026. The option award vested in full and became fully
exercisable immediately upon grant.
The
awards granted to Ms. Vichairattanawong consisted of (i) 34,875 RSUs, with each RSU representing the right to receive one share of the
Company’s common stock, and (ii) a stock option to purchase 34,875 shares of the Company’s common stock, in each case subject
to the terms and conditions of the Plan and the applicable award agreements. The RSUs vested in full immediately upon grant and were
settled through the issuance of 34,875 shares of the Company’s common stock on September 18, 2026. The option award vested in full
and became fully exercisable immediately upon grant.
The
awards granted to Mr. Munoz consisted of (i) 26,156 RSUs, with each RSU representing the right to receive one share of the Company’s
common stock, and (ii) a stock option to purchase 26,156 shares of the Company’s common stock, in each case subject to the terms
and conditions of the Plan and the applicable award agreements. The RSUs vested in full immediately upon grant and were settled through
the issuance of 26,156 shares of the Company’s common stock on September 18, 2026. The option award vested in full and became fully
exercisable immediately upon grant.
The
foregoing descriptions of the accelerated vesting of the outstanding equity awards and the new equity awards do not purport to be complete
and are qualified in their entirety by reference to the applicable award agreements filed as exhibits to this Current Report on Form
8-K and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits:
Exhibit
No. |
|
Description |
| 10.1 |
|
Restricted
Share Unit Award Agreement, dated September 18, 2026, by and between the Company and Justin Kenna. |
| 10.2 |
|
Option Agreement, dated September 18, 2026, by and between the Company and Justin Kenna. |
| 10.3 |
|
Restricted
Share Unit Award Agreement, dated September 18, 2026, by and between the Company and Amaree Vichairattanawong. |
| 10.4 |
|
Option Agreement, dated September 18, 2026, by and between the Company and Amaree Vichairattanawong. |
| 10.5 |
|
Restricted
Share Unit Award Agreement, dated September 18, 2026, by and between the Company and Michael Munoz. |
| 10.6 |
|
Option Agreement, dated September 18, 2026, by and 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:
September 24, 2026 |
By: |
/s/
Justin Kenna |
| |
Name: |
Justin
Kenna |
| |
Title: |
Chief
Executive Officer, President, and Chairman |
