Form 8-K

8-K — GameSquare Holdings, Inc.

Accession: 0001493152-26-015812

Filed: 2026-04-09

Period: 2026-04-08

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

8-K (Primary)

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0001714562

2026-04-08

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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): April 8, 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.

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 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 April 8, 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:

April 9, 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

Achieves First Positive Adjusted EBITDA Quarter in Fourth Quarter,

Marking

Inflection to Operating Profitability

Fourth

quarter 2025 revenue up 142% to $18.5 million and net loss from continuing operations of $28.2 million; achieves positive adjusted EBITDA

of $1.7 million, or 9.4% of reported fourth quarter revenue

Fourth

quarter proforma adjusted EBITDA, including the acquisition of TubeBuddy was $2.3 million, highlighting accretive benefit of transaction

Fourth

quarter gross margin increased 20.1 percentage points year-over-year to 45.9%

April

8, 2026, FRISCO, TX – GameSquare Holdings, Inc. (NASDAQ: GAME), (“GameSquare”, or the “Company”), today

announced financial results for the three- and twelve-months ended December 31, 2025.

“I

am proud of the progress GameSquare delivered in 2025 as the platform we have been building reached an important inflection point during

the fourth quarter,” said Justin Kenna, CEO of GameSquare. “Our fourth quarter results demonstrate a meaningful step change

in profitability, driven by the success of our strategic investments, improved profitability across the business, and the contribution

from our recently acquired creator marketing platform, Click. As a result, we delivered positive adjusted EBITDA of $1.7 million for

the fourth quarter, marking a key milestone for GameSquare and demonstrating the earnings power and scalability of our operating model.

In fact, when considering the contribution from TubeBuddy, our adjusted EBITDA would have been even stronger, underscoring the immediate

accretive benefit of the transaction.”

Kenna

continued, “GameSquare has built a differentiated ecosystem that combines data and analytics, a scaled creator talent network,

integrated agency services, and proprietary owned and operated IP to deliver end-to-end solutions for brands navigating the rapidly growing

creator economy. As we move forward, we expect our platform to benefit further from the addition of the 2026 first quarter acquisition

of TubeBuddy, which expands our capabilities in creator enablement, audience insights, and platform-driven revenue opportunities, and

is expected to contribute high gross margin revenue to our business.”

“As

we move into 2026, our focus remains on driving new client relationships, expanding partnerships with existing brands, and continuing

to scale sustainable revenue streams across the platform. In addition, our strong balance sheet provides the flexibility to continue

investing in growth initiatives, pursue strategic opportunities, and support the ongoing expansion of our platform. We believe GameSquare

is uniquely positioned as a next-generation media company at the intersection of gaming, creators, and culture, and we are excited about

the opportunities ahead as the creator economy continues to grow. Based on our current momentum, we believe 2026 is shaping up to be

a strong year of revenue growth and profitable annual adjusted EBITDA,” concluded Kenna.

Reported

results for the three months ended December 31, 2025, compared to December 31, 2024 (unaudited)

● Revenue

of $18.5 million, compared to $7.6 million

● Gross

profit of $8.5 million, compared to $2.0 million

● Gross

margin of 45.9%, compared to 25.8%

● Net

loss from continuing operations of $28.2 million, compared to $19.5 million. The net loss

in the 2025 quarter included a $20.3 million change in fair value loss on digital assets,

loss on change in fair value of non-consolidated investments of $1.9 million and $12.1 million

impairment expense, offset partially by $7.4 million change in fair value of warrant liability

gain.

● Adjusted

EBITDA profit was $1.7 million, compared to an adjusted EBITDA loss of $3.1 million

● Adjusted

EBITDA was 9.4% of revenue, versus -40.1% of revenue

Proforma*

results for the three months ended December 31, 2025 (unaudited)

● Revenue

of $20.7 million

● Gross

profit of $10.4 million

● Gross

margin of 50.3%

● Adjusted

EBITDA profit of $2.3 million, or 11.2% of proforma revenue

Proforma financial results include TubeBuddy for the 2025 fourth quarter. All quarterly financial information and proforma is unaudited.

Reported

results for the year ended December 31, 2025, compared to December 31, 2024

● Revenue

of $45.0 million, compared to $27.5 million

● Gross

profit of $19.5 million, compared to $9.5 million

● Gross

margin of 43.4%, compared to 34.3%

● Net

loss from continuing operations of $30.0 million, compared to $34.8 million. The net loss

in the 2025 year included a $12.3 million change in fair value loss on digital assets, loss

on change in fair value of non-consolidated investments of $1.9 million and $12.1 million

impairment expense, offset partially by $7.4 million change in fair value of warrant liability

gain.

● Adjusted

EBITDA loss of $4.6 million, compared to a loss of $11.9 million

● Adjusted

EBITDA loss was -10.2% of revenue, versus -43.2% of revenue

Proforma**

results for the twelve months ended December 31, 2025

● Revenue

of $66.6 million

● Gross

profit of $32.6 million

● Gross

margin of 49.0%

● Net

loss from continuing operations of $26.8 million

● Adjusted

EBITDA loss of $0.4 million, or -0.6% of proforma revenue

Proforma financial results include TubeBuddy for year ended December 31, 2025 and Click for the pre-acquisition period from January 1,

2025 to September 11, 2025. All proforma is unaudited.

Stock

Repurchases

During

the fourth quarter, GameSquare repurchased 2.99 million shares of its common stock for $1.7 million, representing an average price of

approximately $0.58 per share.

of March 6, 2026, GameSquare has repurchased 5.06 million shares of its common stock for $2.5 million, representing an average price

of approximately $0.49 since the Company’s repurchase program started in October 2025. The Company has approximately $2.5 million

remaining under its current authorization.

TubeBuddy

Acquisition

February 20, 2026 GameSquare entered into an asset purchase agreement with BENlabs to acquire TubeBuddy, an AI-enabled software and workflow

platform for creators and brands focused on optimizing YouTube channel performance and audience growth.

The

addition of TubeBuddy enhances GameSquare’s technology stack, expands direct relationships with creators, and creates new opportunities

for data-driven brand partnerships and monetization. With the addition of TubeBuddy, GameSquare’s platform includes:

● An

AI enabled software platform with proven tools embedded into creator workflows

● Anticipated

increase to recurring software and subscription revenue

● First-party

creator and channel data capabilities

● Powerful

cross-platform brand and performance marketing solutions

● Expands

opportunities across GameSquare’s media, esports, and creator network

According

to company estimates, TubeBuddy has helped more than 10 million creators on their YouTube journeys. Its technology is designed to help

creators grow faster, with reported performance metrics including higher per-video views and stronger subscriber growth relative to competing

solutions. TubeBuddy also serves major media companies, and global publishers.

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.

GameSquare’s

Treasury Management Assets at December 31, 2025:

● Ethereum

(“ETH”) Assets: The Company held 15,287.88 ETH, 13,944.57 of which was in

its onchain yield strategy with Dialectic.

● NFT

Holdings: The Company held $1.9 million in NFTs. During the first quarter of 2026, the

Company sold its Cowboy Ape NFT for cash proceeds of $1.515 million. The Company sold its

remaining 7 crypto punk NFTs for ETH worth $431 thousand at time of sale.

● Altcoin

Assets: The Company had $2.0 million of altcoins on its balance sheet at December 31,

2025, in $Anime and $Rekt Coin.

● Yield

Strategy: GameSquare’s onchain yield strategy with Dialectic achieved a yield of

$1.1 million for the period from August 1, 2025 to December 31, 2025.

● Total

Digital Asset Treasury Assets + Cash: The Company had $52.0 million in ETH, Altcoin investments,

interests in the Dialectic onchain yield strategy and cash, or $0.53 per share as of December

31, 2025. Cash at December 31, 2025, was $4.6 million, with an additional $1.8 million in

restricted cash.

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:

April 8, 2026

Time:

5:00 pm ET

Webcast:

https://event.choruscall.com/mediaframe/webcast.html?webcastid=4tsUvi1i

Investor

Relations

Andrew

Berger

Phone:

(216) 464-6400

Email:

ir@gamesquare.com

Media

Relations

Chelsey

Northern / The Untold

Phone:

(254) 855-4028

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 applicable securities legislation. 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 and the Company continuing to attract qualified personnel to support its development requirements. 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 which are discussed in the Company’s most recent MD&A. 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

December 31

2025

December 31,

2024

Assets

Cash

$ 4,604,781

$ 12,094,950

Restricted cash

1,769,552

1,054,030

Accounts receivable, net

8,733,159

21,330,847

Digital assets

5,987,720

Government remittances

343,488

119,721

Promissory note receivable, current

379,405

Prepaid expenses and other current assets

771,902

1,493,619

Total current assets

22,210,602

36,472,572

Investments

383,503

2,199,909

Investment in ETH fund

41,374,063

Promissory note receivable, non-current

549,000

9,212,785

Property and equipment, net

114,054

303,950

Goodwill

5,912,230

12,704,979

Intangible assets, definite lived, net

5,414,452

15,265,736

Intangible assets, indefinite lived

1,945,962

Right-of-use assets

1,398,515

2,570,516

Total assets

$ 79,302,381

$ 78,730,447

Liabilities and Shareholders’ Equity

Accounts payable

$ 21,929,984

$ 27,349,372

Accrued expenses and other current liabilities

6,788,876

13,694,179

Players liability account

47,535

Deferred revenue

3,952,295

2,726,121

Current portion of operating lease liability

441,485

748,916

Line of credit

3,501,457

Promissory notes payable, current

2,000,000

Convertible debt carried at fair value, current

6,481,704

Warrant liability

1,626,832

14,314

Deferred purchase consideration

3,996,548

Arbitration reserve

93,041

199,374

Total current liabilities

40,876,596

54,762,972

Convertible debt carried at fair value, non-current

9,908,784

Contingent purchase consideration, non-current

807,000

Deferred tax liability

810,704

Operating lease liability

1,154,341

2,054,443

Total liabilities

43,648,641

66,726,199

Commitments and contingencies (Note 20)

Preferred stock ($0.0001 par value, 50,000,000 authorized, 3,433

and 0 shares issued and outstanding as of December 31, 2025

and December 31, 2024, respectively)

3,924,296

Common stock ($0.0001 par value, 100,000,000 shares

authorized, 98,066,751 and 32,635,995 shares issued and

outstanding as of December 31, 2025 and December 31, 2024,

respectively)

9,807

3,264

Additional paid-in capital

195,158,882

119,438,370

Treasury stock

(580,715 )

Accumulated other comprehensive loss

(586,991 )

(208,617 )

Non-controlling interest

14,942,287

Accumulated deficit

(162,271,539 )

(122,171,056 )

Total shareholders’ equity

35,653,740

12,004,248

Total liabilities and shareholders’ equity

$ 79,302,381

$ 78,730,447

GameSquare

Holdings, Inc.

Consolidated

Statements of Operations and Comprehensive Loss

(Quarterly

information unaudited)

Three months ended December 31,

Year ended December 31,

2025

2024

2025

2024

Revenue

$ 18,456,656

$ 7,613,497

$ 44,999,302

$ 27,543,856

Cost of revenue

9,983,230

5,650,471

25,483,725

18,089,950

Gross profit

8,473,426

1,963,026

19,515,577

9,453,906

Operating expenses:

General and administrative

5,851,314

4,543,092

19,617,981

16,349,369

Selling and marketing

1,384,922

1,187,425

5,573,321

5,304,119

Research and development

499,565

441,670

2,049,943

1,889,624

Depreciation and amortization

394,670

342,019

1,122,459

1,367,023

Contract exit costs

2,207,463

(310,319 )

1,393,086

19,848

Impairment expense

12,103,653

12,548,476

12,103,653

12,548,476

Other operating expenses

502,597

2,931,041

2,890,420

6,348,728

Total operating expenses

22,944,184

21,683,404

44,750,863

43,827,187

Loss from continuing operations

(14,470,758 )

(19,720,378 )

(25,235,286 )

(34,373,281 )

Other income (expense), net:

Interest income (expense)

276,419

174,058

586,152

156,986

Loss on debt extinguishment

(1,032,070 )

Change in fair value of convertible debt carried at fair value

201,390

289,883

559,212

Change in fair value of investment

(1,949,909 )

(473,563 )

(1,949,909 )

(473,563 )

Change in fair value of warrant liability

7,440,081

5,067

7,447,356

84,449

Arbitration settlement reserve

71,050

(22,958 )

106,333

229,250

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

in ETH fund

(20,323,868 )

(12,263,719 )

Other income (expense), net

836,312

308,104

1,052,589

62,038

Total other income (expense), net

(13,649,915 )

192,098

(4,731,315 )

(413,698 )

Loss from continuing operations before income taxes

(28,120,673 )

(19,528,280 )

(29,966,601 )

(34,786,979 )

Income tax expense

(63,721 )

Net income (loss) from continuing operations

(28,184,394 )

(19,528,280 )

(30,030,322 )

(34,786,979 )

Net income (loss) from discontinued operations

(2,933,696 )

(10,051,836 )

(12,088,293 )

(19,521,641 )

Net loss

(31,118,090 )

(29,580,116 )

(42,118,615 )

(54,308,620 )

Net loss attributable to non-controlling interest

3,188,180

2,018,132

5,557,713

Net loss attributable to attributable to GameSquare Holdings, Inc.

$ (31,118,090 )

$ (26,391,936 )

$ (40,100,483 )

$ (48,750,907 )

Comprehensive loss, net of tax:

Net loss

$ (31,118,090 )

$ (29,580,116 )

$ (42,118,615 )

$ (54,308,620 )

Change in foreign currency translation adjustment

(62,988 )

(449,723 )

(378,374 )

(76,536 )

Comprehensive loss

(31,181,078 )

(30,029,839 )

(42,496,989 )

(54,385,156 )

Comprehensive loss attributable to non-controlling interest

3,188,180

2,018,132

5,557,713

Comprehensive loss

$ (31,181,078 )

$ (26,841,659 )

$ (40,478,857 )

$ (48,827,443 )

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

From continuing operations

$ (0.29 )

$ (0.60 )

$ (0.46 )

$ (1.25 )

From discontinued operations

(0.03 )

(0.21 )

(0.15 )

(0.50 )

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

assuming dilution

$ (0.32 )

$ (0.81 )

$ (0.61 )

$ (1.75 )

Weighted average common shares outstanding - basic and diluted

98,307,039

32,423,558

65,716,286

27,897,987

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 US GAAP is set out below. (Unaudited)

Three months ended December 31,

Year ended December 31,

2025

2024

2025

2024

Net loss

$ (31,118,090 )

$ (29,580,116 )

$ (42,118,615 )

$ (54,308,620 )

Interest (income) expense, net

(276,419 )

(174,058 )

(586,152 )

(156,986 )

Income tax expense

63,721

Amortization and depreciation

394,670

342,019

1,122,459

1,367,023

Share-based payments

975,116

850,762

2,881,450

2,139,246

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

20,323,868

12,263,719

Transaction costs

502,597

2,931,041

2,890,420

6,348,728

Arbitration settlement reserve

(71,050 )

22,958

(106,333 )

(229,250 )

Contract exit costs

2,207,463

(310,319 )

1,393,086

19,848

Gain on shares issued for AP settlement

(817,883 )

Loss on extinguishment of debt

1,032,070

Change in fair value of investment

1,949,909

473,563

1,949,909

473,563

Change in fair value of warrant liability

(7,440,081 )

(5,067 )

(7,447,356 )

(84,449 )

Change in fair value of convertible debt carried at fair value

(201,390 )

(289,883 )

(559,212 )

Loss (gain) on disposition of subsidiary

(2,721,953 )

(3,009,891 )

Impairment expense

12,103,653

12,548,476

12,103,653

12,548,476

Loss from discontinued operations

2,933,696

10,051,836

14,810,246

22,531,532

Adjusted EBITDA

$ 1,731,170

$ (3,050,295 )

$ (4,609,512 )

$ (11,887,922 )

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Apr. 08, 2026

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Holdings, Inc.

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Cowboys Way

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