Form 8-K

8-K — GameSquare Holdings, Inc.

Accession: 0001493152-26-037336

Filed: 2026-08-12

Period: 2026-08-10

CIK: 0001714562

SIC: 7900 (SERVICES-AMUSEMENT & RECREATION SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

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8-K

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2026-08-10

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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)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): August 10, 2026

GameSquare

Holdings, Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-39389

99-1946435

(State

or other jurisdiction

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 ☒

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

2.02. Results of Operations and Financial Condition.

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 Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject

to liability under that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as

amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

The

exhibit listed in the following Exhibit Index is provided as part of the information furnished under Item 2.02 of this Current Report

on Form 8-K.

EXHIBIT

INDEX

Exhibit

Number

Description

99.1

Press Release of GameSquare Holdings, Inc., dated August 10, 2026.

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: August 12, 2026

By:

/s/ Justin Kenna

Name:

Justin Kenna

Title:

Chief Executive Officer,

President and Director

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

GameSquare

Holdings Reports 2026 Second Quarter Results

with

Revenue up 137% YoY and Record Second Quarter Adjusted EBITDA

Gross

margin of 49.0% in the second quarter of 2026, representing

year-over-year increase of 19.6 percentage points

Net

loss of $10.6 million, includes $7.8 million in changes in unrealized loss and realized loss on digital assets and investments in ETH

fund

Adjusted

EBITDA of $1.0 million for the second quarter, driven by higher sales, strong gross margin expansion, and improved operating leverage

August

10, 2026, FRISCO, TX – GameSquare Holdings, Inc. (NASDAQ: GAME), (“GameSquare”, or the “Company”),

today announced financial results for the three- and six-months ended June 30, 2026.

Justin

Kenna, CEO of GameSquare stated, “GameSquare delivered a strong second quarter, which was ahead of plan, with positive results

accelerating meaningfully from first quarter and year-over-year levels. Revenue increased 137% year-over-year to $18.5 million, gross

margin expanded by nearly 20 percentage points to 49.0%, and adjusted EBITDA improved to a second quarter record of $1.0 million. These

results reflect strong execution, underlying organic growth across our core businesses, the positive contribution from the recent Click

and TubeBuddy acquisitions, and increasing operating leverage of our platform as our business scales.”

Kenna

added, “Revenue growth is being supported by strong bookings across GameSquare Experiences, expanding creator relationships and

deeper engagements with global partners. Recent examples include the renewal and expansion of our relationship with Riot Games and Stream

Hatchet’s selection for a second consecutive year as a data and insights provider for the Esports World Cup, which demonstrate

the value of our differentiated data, analytics and creator-intelligence capabilities. Our partnership with the U.S. Army and FaZe Esports’

partnership with CORSAIR further demonstrate the breadth of our platform and our ability to connect leading brands and organizations

with highly engaged gaming and esports audiences.”

“Expanding

our access to premium IP is an increasingly important component of GameSquare’s strategy, strengthening the value and differentiation

of our end-to-end commercial platform. We are pleased with the recent additions of World of Dance, the Esports Awards and The Mobies

to our growing portfolio of commercial IP opportunities. Equally important, we continue to expand the scale and reach of our creator

business. During the second quarter, Justin Miclat was appointed Chief Growth Officer of Click, and we added Steak, the second-largest

Roblox creator, and SypherPK, one of the world’s largest Fortnite creators, to our talent roster. As a result, Click’s creator

network now reaches more than 60 million followers across major social platforms,” Kenna continued.

“Our

strong year-to-date performance demonstrates the progress we are making and reinforces our confidence in GameSquare’s operating

model and growth strategy. As our recent acquisitions successfully integrate, we are building a stronger and more comprehensive platform

that enables GameSquare to provide a broader range of services to both new and existing customers. With revenue growth accelerating,

gross margins expanding and adjusted EBITDA turning positive, we believe we have established meaningful momentum and are well positioned

to deliver a strong second half of 2026,” Kenna concluded.

Reported

results for the three months ended June 30, 2026, compared to June 30, 2025 (unaudited)

● Revenue

of $18.5 million, compared to $7.8 million

● Gross

profit of $9.0 million, compared to $2.3 million

● Gross

margin of 49.0%, compared to 29.4%

● Net

loss from continuing operations of $10.6 million (see following bullet), compared to $4.0

million.

● The

$10.6 million net loss in the second quarter of 2026 included a $7.8 million change in fair

value loss on digital assets, $1.4 million change in fair value of contingent consideration,

$0.7 million change in fair value of warrant liability and $0.6 million of one-time transaction

costs related to M&A and other non-operating legal costs.

● Positive

adjusted EBITDA of $1.0 million, compared to an adjusted EBITDA loss of $3.2 million

● Adjusted

EBITDA was 5.2% of revenue, versus -40.5% of revenue

Reported

results for the six months ended June 30, 2026, compared to June 30, 2025 (unaudited)

● Revenue

of $33.0 million, compared to $15.2 million

● Gross

profit of $14.7 million, compared to $5.4 million

● Net

loss from continuing operations of $28.2 million (see following bullet), compared to a net

loss of $7.8 million

● The

$28.2 million net loss from continuing operations for the six months of 2026 included a $22.4

million change in fair value loss on digital assets, $1.4 million change in fair value of

contingent consideration, and $1.6 million of one-time transaction costs related to the TubeBuddy

acquisition, M&A and other non-operating costs.

● Adjusted

EBITDA loss of $0.1 million, compared to a loss of $5.7 million

● Adjusted

EBITDA loss was -0.4% of revenue, versus -37.7% of revenue last year

Proforma*

results for the six months ended June 30, 2026 (unaudited)

● Revenue

of $34.3 million

● Gross

profit of $15.9 million

● Gross

margin of 46.3%

● Adjusted

EBITDA of $0.3 million, or 0.9% of proforma revenue

Proforma financial results include TubeBuddy for the 2026 six months. All financial information and proforma is unaudited.

The

financial information contained in this release reflects preliminary, unaudited results for the quarter ended June 30, 2026. These preliminary

results have been prepared by management and are subject to the completion of customary quarter-end accounting procedures and the completion

of the review of the Company’s interim financial statements by its independent registered public accounting firm. As a result,

the financial information presented herein may change and the Company’s actual results and financial condition as reported in its

Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 may differ from the information presented in this release.

Stock

Repurchases

During

the second quarter, GameSquare repurchased 2.8 million shares of its common stock for $1.2 million, representing an average price of

approximately $0.43 per share. In July 2026, GameSquare repurchased an additional 1.0 million shares of its common stock for $0.4 million,

representing an average price of approximately $0.38 per share.

of August 7, 2026, GameSquare has repurchased over 8.8 million shares of its common stock for nearly $4.1 million, representing an average

price of approximately $0.46 since the Company’s repurchase program started in October 2025. The Company has approximately $10.9

million remaining under its current authorization.

2026

Outlook

a proforma basis, which takes into account the Company’s plans with the TubeBuddy business as if it was acquired on January 1,

2026, the Company is reiterating its previously announced annual financial guidance for fiscal year 2026. The Company’s annual

guidance for 2026 includes:

● Revenue

of $85 million to $90 million

● Gross

margin of 35% to 40%

● Adjusted

EBITDA of over $5 million

Adjusted

EBITDA guidance excludes items such as transaction costs, impairments, and other one-time expenses, and that a reconciliation is not

provided due to forward-looking uncertainty and unreasonable efforts.

Balance

Sheet Highlights at June 30, 2026:

● Ethereum

(“ETH”) Assets1: The Company held 15,080.51 ETH

● Deferred

revenue: Increased 35.0% from December 31, 2025, reflecting the Company’s technology

and SaaS revenue growth.

● Cash

and cash equivalents: The Company had $25.9 million in ETH, Altcoin investments, and

cash, or $0.25 per share as of June 30, 2026. Cash at June 30, 2026, was $2.1 million, with

an additional $2.4 million in restricted cash.

Digital asset values are subject to significant volatility and are valued based on market prices as of the reporting date.

Use

of Non-GAAP Financial Measures

This

release includes measures that are not in accordance with U.S. generally accepted accounting principles (“Non-GAAP measures”).

These Non-GAAP measures should be viewed in addition to, and not as a substitute for, the Company’s reported GAAP results, and

may be different from Non-GAAP measures used by other companies. In addition, these Non-GAAP measures are not based on any comprehensive

set of accounting rules or principles. GameSquare’s management uses these Non-GAAP measures for internal budgeting and forecasting

purposes and to evaluate GameSquare’s financial performance. GameSquare’s management believes the presentation of these Non-GAAP

measures is useful to investors for comparing prior periods and analyzing ongoing business trends and operating results. For further

information regarding these Non-GAAP measures, please refer to the tables presenting reconciliations of our Non-GAAP results to our U.S.

GAAP results and the “Management’s use of Non-GAAP Measures” that accompany this press release.

Conference

Call Details

Justin

Kenna, CEO, and Mike Munoz, CFO, are scheduled to host a conference call with the investment community. Analysts and interested investors

can join the call via the details below:

Date:

August 10, 2026

Time:

5:00 pm ET

Webcast:

https://event.choruscall.com/mediaframe/webcast.html?webcastid=HC4SUncR

Investor

Relations

Andrew

Berger

Phone:

(216) 464-6400

Email:

ir@gamesquare.com

Media

Relations

Email:

pr@gamesquare.com

About

GameSquare Holdings, Inc.

GameSquare

(NASDAQ:GAME) is a cutting-edge media, entertainment, and technology company transforming how brands and publishers connect with Gen

Z, Gen Alpha, and Millennial audiences. With a platform that spans award-winning creative services, advanced analytics, and FaZe Esports,

one of the most iconic gaming organizations, we operate one of the largest gaming media networks in North America. As a digital-native

business, GameSquare provides brands with unparalleled access to world-class creators and talent, delivering authentic connections across

gaming, esports, and youth culture. Complementing our operating strategy, GameSquare has developed an innovative treasury management

program designed to generate yield and enhance capital efficiency, reinforcing our commitment to building a dynamic, high-performing

media company at the intersection of culture, technology, and next-generation financial innovation.

learn more, visit www.gamesquare.com.

Forward-Looking

Information

This

news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking

statements”) within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements

of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news

release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives,

assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”,

“is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”,

“scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations

of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”,

“might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking

statements. In this news release, forward-looking statements relate, among other things, to: the Company’s future performance,

revenue, growth and profitability; and the Company’s ability to execute on its current and future business plans. These forward-looking

statements are provided only to provide information currently available to us and are not intended to serve as and must not be relied

on by any investor as, a guarantee, assurance or definitive statement of fact or probability.

Forward-looking

statements are necessarily based upon a number of estimates and assumptions which include, but are not limited to: the Company’s

ability to grow its business and being able to execute on its business plans, the success of Company’s vendors and partners in

their provision of services to the Company, the Company being able to recognize and capitalize on opportunities, the Company continuing

to attract qualified personnel to support its development requirements, the continued development, acceptance and adoption of digital

assets; the availability, security and functionality of digital asset custody solutions and related infrastructure, the liquidity and

stability of digital asset markets, the Company’s ability to manage the significant price volatility associated with digital assets,

and the ability of the Company and its service providers to maintain adequate cybersecurity protections and safeguard digital assets

from theft, loss or unauthorized access. These assumptions, while considered reasonable, are subject to known and unknown risks, uncertainties,

and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking

statements.

Such

factors include, but are not limited to: the Company’s ability to achieve its objectives, the Company successfully executing its

growth strategy, the ability of the Company to obtain future financings or complete offerings on acceptable terms, failure to leverage

the Company’s portfolio across entertainment and media platforms, dependence on the Company’s key personnel and general business,

economic, competitive, political and social uncertainties. These risk factors are not intended to represent a complete list of the factors

that could affect the Company. Additional information regarding risks and uncertainties that could affect the Company is included in

the Company’s filings with the U.S. Securities and Exchange Commission, including under the headings “Risk Factors”

and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s

most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. There can be no

assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from

those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information

contained in this news release. GameSquare assumes no obligation to update the forward-looking statements of beliefs, opinions, projections,

or other factors, should they change, except as required by law.

GameSquare

Holdings, Inc.

Consolidated

Balance Sheets

(Unaudited)

June 30,

2026

December 31,

2025

Assets

Cash

$ 2,101,751

$ 4,604,781

Restricted cash

2,361,254

1,769,552

Accounts receivable, net

11,322,606

8,733,159

Digital assets

23,454,063

5,987,720

Government remittances

284,081

343,488

Prepaid expenses and other current assets

936,001

771,902

Total current assets

40,459,756

22,210,602

Investments

137,023

383,503

Investment in ETH fund

377,438

41,374,063

Promissory note receivable, non-current

549,000

Property and equipment, net

106,456

114,054

Goodwill

8,619,295

5,912,230

Intangible assets, definite lived, net

7,451,752

5,414,452

Intangible assets, indefinite lived

1,945,962

Right-of-use assets

1,187,597

1,398,515

Total assets

$ 58,888,317

$ 79,302,381

Liabilities and Shareholders’ Equity

Accounts payable

$ 20,795,772

$ 21,929,984

Accrued expenses and other current liabilities

4,818,818

6,788,876

Players liability account

47,535

Deferred revenue

5,334,418

3,952,295

Current portion of operating lease liability

458,186

441,485

Promissory notes payable, current

12,100,000

2,000,000

Warrant liability

376

1,626,832

Contingent purchase consideration, current

1,433,000

Deferred purchase consideration

3,996,548

Arbitration reserve

93,041

Total current liabilities

44,988,105

40,876,596

Contingent purchase consideration, non-current

2,279,224

807,000

Deferred tax liability

810,704

Operating lease liability

925,361

1,154,341

Total liabilities

49,003,394

43,648,641

Commitments and contingencies (Note 17)

Series A-1 convertible preferred stock ($0.0001 par value, 50,000,000 authorized, 0 and 3,433 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively)

3,924,296

Common stock ($0.0001 par value, 500,000,000 shares authorized, 102,371,390 and 98,066,751 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively)

10,237

9,807

Additional paid-in capital

201,264,994

195,158,882

Treasury stock

(205,628 )

(580,715 )

Accumulated other comprehensive loss

(558,330 )

(586,991 )

Non-controlling interest

Accumulated deficit

(190,626,350 )

(162,271,539 )

Total shareholders’ equity

9,884,923

35,653,740

Total liabilities and shareholders’ equity

$ 58,888,317

$ 79,302,381

GameSquare

Holdings, Inc.

Consolidated

Statements of Operations and Comprehensive Loss

(Quarterly

information unaudited)

Three months ended June 30,

Six months ended June 30,

2026

2025

2026

2025

Revenue

$ 18,475,300

$ 7,788,519

$ 33,010,922

$ 15,227,643

Cost of revenue

9,425,530

5,497,023

18,356,970

9,778,222

Gross profit

9,049,770

2,291,496

14,653,952

5,449,421

Operating expenses:

General and administrative

5,194,140

3,565,333

9,633,787

7,272,958

Selling and marketing

2,422,819

1,416,813

4,565,833

2,752,574

Research and development

682,531

671,614

1,293,333

1,325,667

Depreciation and amortization

536,648

252,174

966,898

456,305

Contract exit costs

9,477

103,507

160,332

720,720

Other operating expenses

1,915,142

547,188

3,086,839

1,292,565

Total operating expenses

10,760,757

6,556,629

19,707,022

13,820,789

Loss from continuing operations

(1,710,987 )

(4,265,133 )

(5,053,070 )

(8,371,368 )

Other income (expense), net:

Interest income (expense)

(279,492 )

116,316

(608,593 )

142,902

Change in fair value of convertible debt carried at fair value

(5,561 )

327,916

Change in fair value of warrant liability

(726,189 )

(17,731 )

(66,806 )

(12,384 )

Arbitration settlement reserve

(39,634 )

(66,217 )

(11,842 )

(10,634 )

Realized and change in unrealized gain (loss) on digital assets and investment in ETH fund

(7,828,414 )

(22,420,563 )

Yield on digital assets

(119,987 )

(151,888 )

Other income (expense), net

177,043

204,323

174,450

130,859

Total other income (expense), net

(8,816,673 )

231,130

(23,085,242 )

578,659

Loss from continuing operations before income taxes

(10,527,660 )

(4,034,003 )

(28,138,312 )

(7,792,709 )

Income tax expense

(83,050 )

Net income (loss) from continuing operations

(10,610,710 )

(4,034,003 )

(28,221,362 )

(7,792,709 )

Net income (loss) from discontinued operations

(39,129 )

1,015,657

(133,449 )

(2,399,373 )

Net loss

(10,649,839 )

(3,018,346 )

(28,354,811 )

(10,192,082 )

Net loss attributable to non-controlling interest

2,018,132

Net loss attributable to GameSquare Holdings, Inc.

$ (10,649,839 )

$ (3,018,346 )

$ (28,354,811 )

$ (8,173,950 )

Comprehensive loss, net of tax:

Net loss

$ (10,649,839 )

$ (3,018,346 )

$ (28,354,811 )

$ (10,192,082 )

Change in foreign currency translation adjustment

699

(547,983 )

28,661

(385,457 )

Comprehensive loss

(10,649,140 )

(3,566,329 )

(28,326,150 )

(10,577,539 )

Comprehensive loss attributable to non-controlling interest

2,018,132

Comprehensive loss

$ (10,649,140 )

$ (3,566,329 )

$ (28,326,150 )

$ (8,559,407 )

Income (loss) per common share attributable to GameSquare Holdings, Inc. - basic and assuming dilution:

From continuing operations

$ (0.11 )

$ (0.10 )

$ (0.29 )

$ (0.21 )

From discontinued operations

(0.00 )

0.03

(0.00 )

(0.01 )

Loss per common share attributable to GameSquare Holdings, Inc. - basic and assuming dilution

$ (0.11 )

$ (0.08 )

$ (0.30 )

$ (0.22 )

Weighted average common shares outstanding - basic and diluted

94,909,415

38,968,089

96,115,061

37,850,112

Management’s

use of Non-GAAP Measures

This

release contains certain financial performance measures, including “EBITDA” and “Adjusted EBITDA,” that are not

recognized under accounting principles generally accepted in the United States of America (“GAAP”) and do not have a standardized

meaning prescribed by GAAP. As a result, these measures may not be comparable to similar measures presented by other companies. For a

reconciliation of these measures to the most directly comparable financial information presented in the Financial Statements in accordance

with GAAP, see the section entitled “Reconciliation of Non-GAAP Measures” below.

believe EBITDA is a useful measure to assess the performance of the Company as it provides more meaningful operating results by excluding

the effects of expenses that are not reflective of our underlying business performance and other one-time or non-recurring expenses.

We define “EBITDA” as net income (loss) before (i) depreciation and amortization; (ii) income taxes; and (iii) interest expense.

Adjusted

EBITDA

believe Adjusted EBITDA is a useful measure to assess the performance of the Company as it provides more meaningful operating results

by excluding the effects of expenses that are not reflective of our underlying business performance and other one-time or non-recurring

expenses. We define “Adjusted EBITDA” as EBITDA adjusted to exclude extraordinary items, non-recurring items and other non-cash

items, including, but not limited to (i) share based compensation expense, (ii) transaction costs related to merger and acquisition activities,

(iii) arbitration settlement reserves and other non-recurring legal settlement expenses, (iv) contract exit costs, primarily comprised

of employee severance resulting from integration of acquired businesses, (v) impairment of goodwill and intangible assets, (vi) gains

and losses on extinguishment of debt, (vii) change in fair value of assets and liabilities adjusted to fair value on a quarterly basis,

(viii) gains and losses from discontinued operations, and (ix) net income (loss) attributable to non-controlling interest.

Reconciliation

of Non-GAAP Measures

reconciliation of Adjusted EBITDA to the most directly comparable measure determined under U.S. GAAP is set out below. (Unaudited)

Three months ended June 30,

Six months ended June 30,

2026

2025

2026

2025

Net loss

$ (10,649,839 )

$ (3,018,346 )

$ (28,354,811 )

$ (10,192,082 )

Interest (income) expense, net

279,492

(116,316 )

608,593

(142,902 )

Income tax expense

83,050

Amortization and depreciation

536,648

252,174

966,898

456,305

Share-based payments

331,855

5,616

859,541

34,614

Realized and change in unrealized (gain) loss on digital assets and investment in ETH fund

7,828,414

22,420,563

Transaction costs

551,985

547,188

1,642,830

1,292,565

Legal settlement

4,450

Arbitration settlement reserve

39,634

66,217

11,842

10,634

Contract exit costs

9,477

103,507

160,332

720,720

Gain on shares issued for AP settlement

(177,555 )

Change in fair value of contingent purchase consideration

1,358,707

1,439,559

Change in fair value of warrant liability

726,189

17,731

66,806

12,384

Change in fair value of convertible debt carried at fair value

5,561

(327,916 )

Loss (gain) on disposition of subsidiary

(3,020,335 )

(2,721,953 )

Loss from discontinued operations

39,129

2,004,678

133,449

5,121,326

Adjusted EBITDA

$ 961,636

$ (3,152,325 )

$ (134,453 )

$ (5,736,305 )

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Cover

Aug. 10, 2026

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Aug. 10, 2026

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Entity Registrant Name

GameSquare

Holdings, Inc.

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Entity Tax Identification Number

99-1946435

Entity Incorporation, State or Country Code

Entity Address, Address Line One

6775

Cowboys Way

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Ste. 1335

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Frisco

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75034

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Local Phone Number

464-6400

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