Director — Marco Baccanello, Benjamin Hugo: The filing discloses the appointment of two new directors to an expanded board in connection with a Contribution Agreement, which is a governance change rather than an executive departure.

Completion of Acquisition or Disposition of Assets. As previously disclosed, on September 8, 2026, GameSquare Holdings, Inc., a Delaware corporation (the “Company” or “Parent”), GameSquare IP Holdings, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Buyer”), FanEngine Holdings Ltd., a private limited company organized under the laws of England and Wales (“Seller”), the Seller Securityholders party thereto (the “Seller Securityholders”), and Jesper Schertiger, solely…

The issuance of the Issued Shares and any Earnout Shares is exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506(b) of Regulation D and Regulation S promulgated thereunder. The securities issued pursuant to the Contribution Agreement will not be registered under the Securities Act and may not be offered or sold absent registration or an applicable exemption from registration requirements.

CEO — Justin Kenna: The filing discloses the acceleration of equity vesting and new grants for senior executives, which is a compensatory arrangement rather than a change in management status or departure.

Entry into a Material Definitive Agreement. On September 8, 2026, GameSquare Holdings, Inc., a Delaware corporation (the “Company” or “Parent”), GameSquare IP Holdings, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Buyer”), FanEngine Holdings Ltd., a private limited company organized under the laws of England and Wales (“Seller”), the Seller Securityholders party thereto (the “Seller Securityholders”), and Jesper Schertiger, solely in his capacity as representative…

At the Closing, the Company will issue directly to the Seller Securityholders a number of shares of the Company’s common stock equal, in the aggregate, to thirty percent (30%) of the total issued and outstanding shares of the Company’s common stock as of the Closing, after giving effect to such issuance. In addition, upon achievement of the applicable earnout milestones and subject to the terms and conditions of the Contribution Agreement, the Seller Securityholders may become entitled to rec…

Material Modifications to Rights of Security Holders. To the extent required by

Results of Operations and Financial Condition. On August 10, 2026, GameSquare Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and six months ended June 30, 2026. A copy of such press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Current Report on Form 8-K furnished pursuant to Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securi…

The filing describes equity awards and option grants to existing executives, which do not constitute a management change.

Entry into a Material Definitive Agreement. On June 18, 2026, GameSquare Holdings, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with GameSquare Merger Sub 3, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub 3”). At the Company’s 2026 Annual Meeting of Stockholders held on June 18, 2026 (the “Annual Meeting”), the Company’s stockholders approved and adopted the Merger Agreement and the transactions contemplated t…

Material Modification to Rights of Security Holders. The information set forth under

Results of Operations and Financial Condition. On May 14, 2026, GameSquare Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the three months ended March 31, 2026. A copy of such press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Current Report on Form 8-K furnished pursuant to Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchang…

Other Events. On April 10, 2026, the Board of Directors of the Company approved a $10 million increase in its stock repurchase program, bringing the aggregate amount that the Company may repurchase thereunder from $5 million to $15 million of its outstanding common stock. As of March 31, 2026, the Company has repurchased 5.06 million shares of its common stock for $2.5 million, representing an average repurchase price of approximately $0.49 since the Company’s initial repurchase program start…

Results of Operations and Financial Condition. On April 8, 2026, GameSquare Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the three months ended December 31, 2025. A copy of such press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Current Report on Form 8-K furnished pursuant to Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exc…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed, on September 10, 2025, GameSquare Holdings, Inc. (the “Company”) received written notice from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that, for the then-preceding 30 consecutive business days, the bid price of the Company’s common stock had closed below the minimum $1.00 per share requirement for c…

Material Modification to Rights of Security Holders. The information set forth in

The issuance of the Series A-2 Preferred Stock was made in a private transaction exempt from the registration requirements of the Securities Act, in reliance on the exemptions afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. The Seller is an accredited investor as defined in Rule 501 under the Securities Act.

Entry into a Material Definitive Agreement. Asset Purchase Agreement and Preferred Stock Issuance On February 20, 2026, GameSquare Holdings, Inc. (the “Company” or “Parent”), TubeBuddy, Inc., a Delaware corporation and indirect wholly-owned subsidiary of the Company (“Buyer”), Ben Group, Inc., a Nevada corporation (“Ben Group”), and TubeBuddy, LLC, a California limited liability company (“TB LLC”, and together with Ben Group, “Seller”), entered into an asset purchase agreement (the “Asset Pur…

Chief Operating Officer — Amaree Tanawong: The company appointed a new Chief Operating Officer with significant experience in strategy, finance, and operations.

President — Justin Kenna: Justin Kenna was promoted to President while retaining his roles as CEO and Chairman.

Chairman of the Board and President — Mr. Schwartz: Mr. Schwartz resigned from all positions with the Company and its subsidiaries, including as a director, Chairman of the Board, and President.

Entry into a Material Definitive Agreement. On December 31, 2025, GameSquare Holdings, Inc. (the “Company”) entered into a Separation Agreement with Lou Schwartz, pursuant to which Mr. Schwartz resigned from all positions with the Company, including as Chairman and member of the Board of Directors (the “Board”) and the President of the Company, effective as of December 31, 2025 (the “Termination Date”). Under the terms of the Separation Agreement, the Company will pay Schwartz & Associates, P…

of this Current Report on Form 8-K and the Press Release attached hereto as Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

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 (th…

Entry Into a Material Definitive Agreement The Equity Purchase Agreement On September 10, 2025, GameSquare Holdings, Inc., a Delaware corporation (“GameSquare”), entered into an Equity Purchase Agreement (the “Purchase Agreement”), by and among, (i) Emma Jane Holdings Pty Ltd as Trustee for the Emma Jane Trust, El Watkins Investments Pty Ltd as Trustee for the El Watkins Investment Trust, GM Watkins Pty Ltd as Trustee for the GM Watkins Trust, Matthew Palaje, individually, and Phiroz Austin,…