[8-K] GameSquare Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

Sherwin-Williams (SHW) Form 4 filing overview

Sherwin-Williams director Kerrii B. Anderson reported a small, routine acquisition of deferred stock units on 7 July 2025 under the company’s 2005 Director Deferred Fee Plan. The filing shows:

• Transaction: 28.86 deferred stock units (economic equivalent of one common share each) were credited to Anderson’s account at a weighted-average reference price of $346.53.
• Nature: Exempt, automatic deferral of director fees rather than an open-market share purchase; units become payable in common stock after Anderson leaves the board.
• Post-transaction beneficial ownership: 948.59 deferred stock units held indirectly through the plan, plus 5,261 directly held equity interests (4,111 common shares and 1,150 restricted stock units).
• Ownership status: Anderson remains a non-executive director and files individually.

The activity is de minimis relative to Sherwin-Williams’ 255 million share count and does not signal a directional view on the stock. It is primarily an administrative conversion of board fees into equity and therefore carries limited investment significance.

Insights

Securities Analyst

TL;DR: Routine fee deferral; negligible impact on SHW valuation.

The acquisition of 28.86 deferred stock units by director Kerrii Anderson is a standard, fee-in-kind election under Sherwin-Williams’ Director Deferred Fee Plan. Because no cash was deployed and the units cannot be sold until after board service ends, the filing does not reflect an active insider purchase conviction. Beneficial holdings rose marginally to 948.59 units, alongside 5,261 equity interests already owned. With total consideration below $10,000 and less than 0.00004% of shares outstanding, the event is immaterial to liquidity, float or governance. Overall impact for investors is neutral; no strategic or financial information about the company is provided.

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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): July 7, 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(s)		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 1.01. Entry into a Material Definitive Agreement.

On July 8, 2025, GameSquare Holdings, Inc., a Delaware corporation (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) with Lucid Capital Markets, LLC (the “Underwriter”) pursuant to which the Company will issue and sell to the Underwriter pursuant to the Underwriting Agreement 4,692,866 shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”) and 3,728,188 pre-funded warrants (each representing the right to purchase one Share of Common Stock at an exercise price of $0.0001, the “Pre-Funded Warrant”) to purchase shares of Common Stock, at an offering price of $0.95 per Share (or $0.9499 per Pre-Funded Warrant), and grant to the Underwriter an option for the issuance and sales of up to 1,263,157 additional Shares or Pre-Funded Warrants (the “Option”) to be sold by the Company (the “Offering”). The Offering closed on July 9, 2025. The aggregate gross proceeds to the Company from the Offering will be approximately $8.56 million, after deducting an underwriting discount of 7% of the price to the public, but before deducting expenses payable by the Company in connection with the Offering. Pursuant to the Underwriting Agreement we have also agreed to issue the Underwriter’s common stock purchase warrants (the “Representative’s Warrant”) to purchase up to 10% of the securities sold in the Offering at an exercise price of $1.14.

The Company expects to use the net proceeds from the Offering for general corporate purposes including, without limitation, strategic investments, mergers and acquisitions of companies, businesses, or assets; acquisitions of cryptocurrencies; the development and implementation of a cryptocurrency treasury strategy; and general working capital and operational expenditures.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company and the Underwriter, customary conditions to closing, and customary indemnification obligations of the Company.

Each of the Pre-Funded Warrants is exercisable for one share of Common Stock at the exercise price of $0.0001 per Pre-Funded Warrant, immediately exercisable, and may be exercised at any time until all of the Pre-Funded Warrants issued in the Offering are exercised in full. The holder’s ability to exercise its Pre-Funded Warrants in exchange for shares of Common Stock is subject to certain beneficial ownership limitations set forth therein.

The Offering was made pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission (the “SEC”) on June 4, 2025 (Registration No. 333-285543), a base prospectus filed as part thereof, a preliminary prospectus supplement, dated July 7, 2025, and a final prospectus supplement, dated July 9, 2025.

The Underwriter Agreement, Form of Pre-Funded Warrant and Form of Representative’s Warrant are filed as Exhibits 10.1, 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein. The descriptions of the terms of the Underwriter Agreement and Pre-Funded Warrant set forth above are qualified in their entirety by reference to such exhibits.

A copy of the legal opinion and consent of Baker & Hostetler LLP relating to the Shares is attached as Exhibit 5.1 hereto.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02. Simultaneously with the closing of the Offering, pursuant to the Underwriting Agreement, the Company agreed to issue to the Underwriter and/or its designees, the Representative’s Warrants to purchase up to 968,421 shares of Common Stock (representing 10% of the aggregate number of Shares and Pre-Funded Warrants sold in the Offering), as a portion of the underwriting compensation payable to the Underwriter in connection with the Offering. The Representative’s Warrants will be exercisable during the period commencing upon issuance until the five-year anniversary of the closing of the Offering, at an exercise price per share of $1.14. The Representative’s Warrants have not and will not be registered and included in the registration statement or the related prospectus. As a result, the Representative’s Warrants provide for registration rights upon request, in certain cases. The Representative’s Warrants also contain a “cashless exercise” feature that allows the holders to exercise such warrants without a cash payment to the Company upon the terms set forth therein.

The Representative’s Warrants and underlying shares of Common Stock to be issued and sold to the Underwriter will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder. The Representative’s Warrants and the underlying shares of Common Stock may not be offered or sold in the United States in the absence of an effective registration statement or exemption from applicable registration requirements.

Item 8.01. Other Events.

Exercise of Underwriter Option

On July 9, 2025, the Underwriter fully exercised its Option pursuant to the Underwriting Agreement and purchased and exercised 1,263,157 Pre-Funded Warrants at a price of $0.9499 per Pre-Funded Warrant and at an exercise price of $0.0001 per Pre-Funded Warrant. The Underwriter’s exercise of its Option resulted in additional gross proceeds to the Company of $1,199,872.83 after deducing the underwriting discount of 7% of the price to the public.

Launch and Pricing Press Releases

On July 7, 2025, the Company issued a press release announcing the launch of the Offering, and on July 8, 2025, the Company issued a press release announcing the pricing of the Offering and the Company’s ethereum treasury strategy. The launch and pricing press releases are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
1.1		Underwriting Agreement between GameSquare Holdings, Inc., and Lucid Capital Markets, LLC dated July 7, 2025.
4.1		Form of Pre-Funded Warrant
4.2		Form of Representative’s Warrant
5.1		Opinion of Baker & Hostetler LLP.
23.1		Consent of Baker & Hostetler LLP (contained in Exhibit 5.1).
99.1		Launch Press Release issued by GameSquare Holdings, Inc., dated July 7, 2025.
99.2		Pricing Press Release issued by GameSquare Holdings, Inc., dated July 8, 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, 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 9, 2025	By:	/s/ Justin Kenna
	Name:	Justin Kenna
	Title:	Chief Executive Officer and Director

FAQ

What did Sherwin-Williams director Kerrii Anderson acquire on 07/07/2025?

28.86 deferred stock units under the 2005 Director Deferred Fee Plan, each equivalent to one share of SHW common stock.

How many Sherwin-Williams shares and units does Anderson now own?

After the transaction, Anderson holds 948.59 deferred stock units indirectly and 5,261 equity interests directly (4,111 shares + 1,150 RSUs).

Was the transaction submitted under a Rule 10b5-1(c) trading plan?

Yes. The filing is marked as being executed under a Rule 10b5-1 compliant plan for fee deferrals.

Does this Form 4 imply insider confidence in SHW stock?

Not materially. It reflects automatic fee deferral rather than a discretionary share purchase.

Is the reported transaction likely to affect Sherwin-Williams’ share price?

No. The small size and administrative nature of the transaction make it immaterial to market supply and demand.