{"url_path":"/sec/game/8-k/2026-07-15/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-15","source_url":"https://www.sec.gov/Archives/edgar/data/1714562/0001493152-26-033404-index.html","accession_number":"0001493152-26-033404","cik":"0001714562","ticker":"GAME","issuer_name":"GameSquare Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1714562/0001493152-26-033404-index.html","primary_entity_key":"0001714562","primary_entity_name":"GameSquare Holdings, Inc."},"word_count":470,"has_tables":true,"body_markdown":"**Item\n5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of\nCertain Officers.**\n\n \n\n On\nJuly 1, 2026, the Board of Directors of the Company (the “Board”), including the Compensation Committee, approved a discretionary\nequity award to the Company’s Chief Operating Officer, to be granted on July 10, 2026. The award consists of 50,000 restricted\nstock units (“RSUs”), with each RSU representing the right to receive one share of the Company’s common stock, subject\nto the terms and conditions of the Company’s 2024 Stock Incentive Plan, as amended and the applicable RSU Grant agreement (“Award\nAgreement”).\n\n \n\nThe\nRSUs were granted as a discretionary bonus and are separate from, and in addition to, any bonus or other compensation payable to the\nChief Operating Officer pursuant to her previously disclosed employment agreement. All 50,000 RSUs vested in full on the grant date,\nJuly 10, 2026, and, subject to the terms of the Award Agreement, were settled through the issuance of 50,000 shares of the Company’s\ncommon stock on July 10, 2026.\n\n \n\nThe\nforegoing description of the RSU grant is qualified in its entirety by reference to the Award Agreement, a copy of which is filed as\nExhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.\n\n \n\nOn\nJuly 10, 2025, and December 3, 2025, the Board, including the Compensation Committee, approved grants to Justin Kenna, the Company’s\nChief Executive Officer, and Michael Munoz, the Company’s Chief Financial Officer, of an option to purchase 1,045,712 shares and\nan option to purchase 301,249 shares of the Company’s common stock, respectively (the “Option Awards”), to be granted\non July 10, 2026, pursuant to the Company’s 2024 Stock Incentive Plan. As previously disclosed in Forms 4 filed by Mr. Kenna and\nMr. Munoz on July 15, 2025, and Forms 4/A subsequently filed by Mr. Kenna and Mr. Munoz on November 14, 2025, the Company previously\nreported the grant of option awards covering the same number of shares underlying the Option Awards; however, such previously reported\nawards were not validly issued. Accordingly, the Option Awards granted on July 10, 2026, constitute new grants and do not represent the\nreinstatement or reissuance of the previously reported awards.\n\n \n\nThe\nOption Awards vest as follows, subject to each of Mr. Kenna’s and Mr. Munoz’s continued service through the applicable vesting\ndate: (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\napplicable Option Award vest on the first anniversary of July 10, 2026.\n\n \n\nThe\nforegoing description of the Option Awards is qualified in its entirety by reference to the Option Agreements, copies of which are filed\nas Exhibits 10.2 and 10.3 to this Current Report on Form 8-K and are incorporated herein by reference."}