GameSquare Holdings Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 1, 2026, the Board of Directors of the Company (the “Board”), including the Compensation Committee, approved a discretionary equity award to the Company’s Chief Operating Officer, to be granted on July 10, 2026. The award consists of 50,000 restricted stock units (“RSUs”), with each RSU representing the right to receive one share of the Company’s common stock, subject to the terms and conditions of the Company’s 2024 Stock Incentive Plan, as amended and the applicable RSU Grant agreement (“Award Agreement”).
The RSUs were granted as a discretionary bonus and are separate from, and in addition to, any bonus or other compensation payable to the Chief Operating Officer pursuant to her previously disclosed employment agreement. All 50,000 RSUs vested in full on the grant date, July 10, 2026, and, subject to the terms of the Award Agreement, were settled through the issuance of 50,000 shares of the Company’s common stock on July 10, 2026.
The foregoing description of the RSU grant is qualified in its entirety by reference to the Award Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On July 10, 2025, and December 3, 2025, the Board, including the Compensation Committee, approved grants to Justin Kenna, the Company’s Chief Executive Officer, and Michael Munoz, the Company’s Chief Financial Officer, of an option to purchase 1,045,712 shares and an option to purchase 301,249 shares of the Company’s common stock, respectively (the “Option Awards”), to be granted on July 10, 2026, pursuant to the Company’s 2024 Stock Incentive Plan. As previously disclosed in Forms 4 filed by Mr. Kenna and Mr. Munoz on July 15, 2025, and Forms 4/A subsequently filed by Mr. Kenna and Mr. Munoz on November 14, 2025, the Company previously reported the grant of option awards covering the same number of shares underlying the Option Awards; however, such previously reported awards were not validly issued. Accordingly, the Option Awards granted on July 10, 2026, constitute new grants and do not represent the reinstatement or reissuance of the previously reported awards.
The Option Awards vest as follows, subject to each of Mr. Kenna’s and Mr. Munoz’s continued service through the applicable vesting date: (i) 62.5% of the shares subject to the applicable Option Award vest on July 10, 2026, and (ii) 37.5% of the shares subject to the applicable Option Award vest on the first anniversary of July 10, 2026.
The foregoing description of the Option Awards is qualified in its entirety by reference to the Option Agreements, copies of which are filed as Exhibits 10.2 and 10.3 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. | Description | |
| 10.1 | Restricted Share Unit Grant, dated July 10, 2026, between the Company and Amaree Vichairattanawong. | |
| 10.2 | Option Agreement, dated July 10, 2026, between the Company and Justin Kenna. | |
| 10.3 | Option Agreement, dated July 10, 2026, between the Company and Michael Munoz. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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 15, 2026 | By: | /s/ Justin Kenna |
| Name: | Justin Kenna | |
| Title: | Chief Executive Officer, President, and Chairman | |