GameSquare insider filing drops 1.05M options, keeps RSUs grant

Rhea-AI Filing Summary

GameSquare Holdings, Inc. (GAME) reports an amended insider ownership filing for its President, Chairman and Director. The amendment clarifies that on July 11, 2025, the executive received 464,863 restricted stock units (RSUs) under the company’s Amended and Restated Omnibus Equity Incentive Plan, each RSU representing one share of common stock. These RSUs vest 25% on the grant date, 37.5% on the first anniversary, and 37.5% on the second anniversary of the grant date as part of a long-term incentive program.

The filing also corrects a prior report that had included options to purchase 1,045,712 shares of common stock. After review on November 14, 2025, the Board determined those options could not be validly granted because the authorized share count in the certificate of incorporation was insufficient, so no option agreements were executed and only the RSUs are treated as granted.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Schwartz Louis

Role President and Chairman

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	464,863	$0.00	--

Holdings After Transaction: Restricted Stock Units — 464,863 shares (Direct)

Footnotes (1)

1. The grant was made pursuant to the Issuer's Amended and Restated Omnibus Equity Incentive Plan ("Omnibus Plan"). Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. On July 11, 2025 (the "Grant Date"), the Reporting Person was granted 464,863 restricted stock units ("RSUs"), each representing a contingent right to receive one share of the Issuer's common stock. The grant was made as part of the Issuer's long-term incentive program and vests as follows: 25% on the Grant Date, 37.5% on the first anniversary of the Grant Date, and 37.5% on the second anniversary of the Grant Date. On July 15, 2025, the Reporting Person filed the initial Form 4 (the "Original Form 4") to report the grant, on July 11, 2025, to the Reporting Person of (i) the RSUs described in footnote 3 above, and (ii) options to purchase an aggregate of 1,045,712 shares of the Issuer's common stock (the "Options"). Subsequent to the approval of the Options by the Issuer's Board of Directors (the "Board"), on November 14, 2025, the Board determined that Options could not be validly granted under the Omnibus Plan because the number of shares then authorized for issuance under the Issuer's certificate of incorporation was insufficient. Accordingly, no option agreements were executed, and the Options were never formally issued. This amended Form 4 amends the Original Form 4 to remove the Options from Table II and to reflect that only the RSUs were granted.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Schwartz Louis

(Last) (First) (Middle)

C/O GAMESQUARE HOLDINGS, INC.

6775 COWBOYS WAY, STE. 1335

(Street)

FRISCO TX 75034

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GameSquare Holdings, Inc. [ GAME ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and Chairman

3. Date of Earliest Transaction (Month/Day/Year)
11/14/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
07/15/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units(1)(4)	(2)	07/11/2025		A		464,863		(3)	(3)	Common Stock	464,863	$0(1)	464,863	D

Explanation of Responses:

1. The grant was made pursuant to the Issuer's Amended and Restated Omnibus Equity Incentive Plan ("Omnibus Plan").

2. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.

3. On July 11, 2025 (the "Grant Date"), the Reporting Person was granted 464,863 restricted stock units ("RSUs"), each representing a contingent right to receive one share of the Issuer's common stock. The grant was made as part of the Issuer's long-term incentive program and vests as follows: 25% on the Grant Date, 37.5% on the first anniversary of the Grant Date, and 37.5% on the second anniversary of the Grant Date.

4. On July 15, 2025, the Reporting Person filed the initial Form 4 (the "Original Form 4") to report the grant, on July 11, 2025, to the Reporting Person of (i) the RSUs described in footnote 3 above, and (ii) options to purchase an aggregate of 1,045,712 shares of the Issuer's common stock (the "Options"). Subsequent to the approval of the Options by the Issuer's Board of Directors (the "Board"), on November 14, 2025, the Board determined that Options could not be validly granted under the Omnibus Plan because the number of shares then authorized for issuance under the Issuer's certificate of incorporation was insufficient. Accordingly, no option agreements were executed, and the Options were never formally issued. This amended Form 4 amends the Original Form 4 to remove the Options from Table II and to reflect that only the RSUs were granted.

	/s/ Louis Schwartz	11/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did GameSquare (GAME) report in this amended Form 4?

The amended Form 4 reports that the President and Chairman of GameSquare Holdings, Inc. (GAME) was granted 464,863 restricted stock units (RSUs) on July 11, 2025 under the company’s Amended and Restated Omnibus Equity Incentive Plan, and removes previously reported stock options that were never validly granted.

How do the 464,863 GameSquare RSUs for the executive vest?

The 464,863 RSUs granted to the executive vest as follows: 25% on the July 11, 2025 grant date, 37.5% on the first anniversary of the grant date, and 37.5% on the second anniversary of the grant date, each RSU representing one share of GameSquare common stock.

What happened to the previously reported options for 1,045,712 GameSquare shares?

The filing explains that options to purchase an aggregate of 1,045,712 shares of GameSquare common stock were initially reported, but on November 14, 2025 the Board determined they could not be validly granted because the number of shares authorized for issuance under the certificate of incorporation was insufficient, so no option agreements were executed and the options were never formally issued.

Why did GameSquare’s Board say the options were not validly granted?

GameSquare’s Board determined on November 14, 2025 that the options could not be validly granted under the Omnibus Equity Incentive Plan because the number of shares then authorized for issuance under the company’s certificate of incorporation was insufficient to support those option grants.

What relationship does the reporting person have to GameSquare (GAME)?

The reporting person is a Director of GameSquare Holdings, Inc. and also serves as an Officer in the role of President and Chairman, according to the filing.

What is the significance of the November 14, 2025 date in the GameSquare Form 4/A?

On November 14, 2025, GameSquare’s Board concluded that the previously reported options could not be validly granted due to an insufficient number of authorized shares, leading to this amended Form 4/A that removes the options and confirms that only the 464,863 RSUs were granted.