Form 8-K

8-K — GameSquare Holdings, Inc.

Accession: 0001493152-26-027282

Filed: 2026-06-04

Period: 2026-06-04

CIK: 0001714562

SIC: 7900 (SERVICES-AMUSEMENT & RECREATION SERVICES)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

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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): June 4, 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

7.01. Regulation FD Disclosure.

June 4, 2026, GameSquare Holdings, Inc. (“GameSquare”) issued a press release letter to shareholders announcing an update

on various business matters. A copy of the press release is furnished hereto as Exhibit 99.1.

The

information in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) shall not be deemed “filed”

for purposes of Section 18 of the Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that

section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange

Act, except as expressly provided by specific reference in such a filing.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Number

Description

99.1

Press Release of GameSquare Holdings, Inc., dated June 4, 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:

June 4, 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

Issues Shareholder Letter Highlighting Strong Second Quarter and Year-to-Date Momentum

Company

expects second quarter 2026 revenue to increase over 137% to at least $18.5 million

Second

quarter 2026 revenue expected to be up over 27% from first quarter 2026 revenue and

up more than 17% from first quarter 2026 proforma revenue

Momentum

reflects strong demand from brands, publishers and creators across GameSquare’s end-to-end platform

FRISCO,

TX, June 4, 2026 — GameSquare Holdings, Inc. (NASDAQ: GAME) (“GameSquare” or the “Company”) today issued

the following shareholder letter from Chief Executive Officer Justin Kenna.

Dear

Fellow Shareholders

GameSquare

is entering an important moment for the Company. Over the past several years, we have transformed the Company into a differentiated media,

technology and entertainment platform at the heart of the creator economy and built specifically for the next generation of brand engagement.

We have streamlined our portfolio, completed strategic acquisitions, expanded our capabilities, deepened our relationships with major

brands and creators, and positioned GameSquare to participate in some of the most attractive growth areas across the creator economy,

gaming, esports, youth culture and digital media.

believe the progress we are seeing in 2026 demonstrates that this strategy is working. Our sales pipeline is strengthening, our client

relationships are expanding, our platform is becoming more valuable to brands and creators, and our recent acquisitions are beginning

to contribute meaningfully to our growth profile. While our share price has not yet reflected the value we believe we are building, we

are focused on execution, profitability and long-term shareholder value creation.

With

our annual meeting approaching and the second quarter nearing completion, we wanted to provide shareholders with an update on the momentum

we are seeing in the business and why we remain confident in our ability to achieve our 2026 guidance.

2026

Second Quarter Update

While

our second quarter does not close until June 30, 2026, we are able to share some early observations about the growing trajectory of our

business. For the second quarter of 2026 our revenue pipeline and closed deals are tracking meaningfully ahead of analyst estimates.

Based on our current expectations, we believe revenue for the second quarter of 2026 will increase over 137% to at least $18.5 million.

This

expected growth reflects strength across multiple areas of our business, including expanded brand programs, continued demand from game

publishers, higher levels of creator-led campaign activity and contributions from recent acquisitions. We are also seeing larger average

deal size, increased repeat engagement from clients and growing demand for integrated solutions that combine data, creators, content,

media, experiential activations and performance analytics.

a year-to-date basis, 2026 first half proforma revenue, including a full first quarter contribution of the February 20, 2026, TubeBuddy

acquisition, is expected to be over $34.3 million. This represents an expected year-over-year increase in proforma revenue of at least

125%.

Historically,

approximately 60% of our revenue has occurred in the second half of the year. Based on our first half performance, current pipeline,

client activity and visibility into upcoming programs, we remain confident in our full-year 2026 guidance of pro forma revenue of $85

million to $90 million, gross margin of 35% to 40%, and adjusted EBITDA of more than $5 million.

Growing

Market Interest in GameSquare’s Ecosystem

Our

confidence is supported by the growing relevance of GameSquare’s platform. Brands are looking for better ways to reach younger,

digitally native and increasingly hard-to-reach audiences. Game publishers are seeking partners that can help them create culturally

relevant campaigns, launch titles, activate communities and measure performance. Creators are looking for infrastructure, data, brand

relationships and monetization opportunities that allow them to scale beyond content alone.

GameSquare

sits at the intersection of these trends. Our platform is designed to help brands, publishers and creators move through a connected ecosystem.

We use data to identify opportunities, match brands with the right audiences and creators, activate campaigns, measure performance, and

create new monetization opportunities. As more clients and creators engage with our platform, we believe the flywheel effect across the

business becomes stronger

are seeing strong momentum in our creator deployment business, primarily due to the September 2025 acquisition of Click Media. This business

is helping major game publishers reach audiences at scale by combining creator relationships, campaign execution and GameSquare’s

growing data capabilities. In the first half of 2026, we expect creator deployment to contribute approximately $5 million of revenue,

compared to revenue of approximately $5.4 million in all of 2025. We are investing to expand the team, broaden into lifestyle categories

and expect to build this into a $20 million-plus annual revenue vertical over time. We believe this is a clear example of how GameSquare

can use its data-driven platform to help publishers and brands identify the right creators, activate audiences more efficiently and drive

measurable outcomes.

related example is our work with The Boys, a leading creator collective that has expanded under GameSquare’s management into a

broader consumer brand. Hungryboy Hot Sauce, initially launched in November 2025 in H-E-B grocery stores, has since expanded into Spencer’s

and nearly 300 World Market stores. This success demonstrates our ability to help creators extend their influence beyond content into

consumer products, retail distribution and additional monetization channels.

GameSquare’s

platform is also attracting more and more brand partners. Programs such as Into the Zone for Epic Games and the Roblox Creator Showdown

demonstrate our ability to develop original repeatable formats that can be monetized across multiple aspects of the GameSquare ecosystem.

These properties bring together creators, publishers, brands, content media, live experiences, sponsorships, production and community

engagement in a way that creates multiple high-value revenue opportunities across our platform. Importantly, these programs are a strong

proof of our land and expand strategy. Across Into the Zone and Roblox Creator Showdown, we have developed multiple pieces of IP with

our clients, supporting approximately 10 events globally in 2026 and generating approximately $5.5 million of revenue to date. We have

already locked in events in the U.S., Germany and London with an event in Brazil coming, highlighting both the global production capabilities

we have built and the opportunity to expand successful programs into additional markets, formats and commercial relationships over time.

GSX

Demand

Another

example of our platform momentum is GameSquare Experiences, or GSX. GSX has become an important growth driver for GameSquare by connecting

creators, content, data and live experiences into integrated campaigns for brands and video game publishers. In the first quarter of

2026, GSX generated more than $10 million in new bookings, a record for the division, driven by demand from leading video game publishers

and global brands looking to connect with Gen Z and digital-first audiences.

Since

its establishment in the first quarter of 2024, GSX has scaled rapidly, increasing its recurring client base by more than 3x and growing

revenue by approximately 14x. The division currently serves two of the largest video game publishers in the world, which we believe underscores

its growing relevance within the global gaming ecosystem.

GSX

is also a strong example of how GameSquare bridges digital and physical engagement. The division develops campaigns that combine creator-led

content, media strategy, consumer products, live events, hybrid experiences and large-scale experiential activations. By leveraging GameSquare’s

proprietary data and analytics capabilities, including Stream Hatchet, GSX is able to help clients identify audiences, activate creators

and measure performance in ways that are both creative and data-driven.

believe GSX’s growth reflects a broader shift in marketing budgets toward experiential, creator-led and performance-oriented campaigns.

As brands seek authentic ways to reach next-generation audiences, GSX demonstrates the value of GameSquare’s end-to-end platform

and reinforces our confidence in the Company’s long-term growth opportunity.

International

Expansion

Approximately

25% of our current revenue has come from outside the U.S. market, but we believe international expansion represents a meaningful growth

opportunity. Over the near term, we are focused on select opportunities in Europe, the Middle East and Asia, where gaming, esports, creator-led

marketing and youth culture are becoming increasingly important to major brands and publishers.

are also producing multiple activations globally that coincide with some of the year’s biggest cultural events. In addition, GameSquare

will once again be well represented at the 2026 Esports World Cup, which will take place from July to August in Paris, France and will

feature a record-breaking $75 million prize pool. Our international strategy is disciplined. We are focused on markets where we believe

GameSquare’s existing capabilities, brand relationships, data infrastructure and creator network can be extended efficiently and

profitably.

Launching

New AI-Enabled Tools

Innovation

remains an important component of GameSquare’s DNA. Later this year, we expect to formally launch new AI-enabled tools designed

to increase engagement, improve campaign execution and further differentiate GameSquare’s platform. Within Stream Hatchet, we have

developed Creative Communities, a new solution that supports the creator marketing workflow from creator discovery and onboarding to

activation, reporting and performance measurement.

creator marketing becomes more data-driven and performance-oriented, brands and agencies are looking for platforms that can help them

identify the right creators, execute campaigns more efficiently and provide clear analytics in a single workflow. We believe Creative

Communities represents the next step in Stream Hatchet’s evolution from a data analytics platform into a broader creator marketing

and performance platform. Data will be an increasingly important part of our strategy. We believe the combination of proprietary insights,

creator relationships, brand demand and AI-enabled workflow tools can help GameSquare build a more scalable, higher-value platform over

time.

Importance

of Shareholder Vote

understand that over the past several years, there have been a lot of changes to our model as we have optimized our business. However,

we believe our second quarter and year-to-date financial performance demonstrate that our transformation is real and is gaining momentum.

October 2025, we published a shareholder letter stating that every structural upgrade, every acquisition, every divestiture is calibrated

to create real shareholder value. But the continued success of our long-term strategic plan is contingent on governance that is modern,

agile, and ready to guide a company. This remains true and we need shareholder support to continue to drive our business forward.

voting FOR our proposed resolutions, you are endorsing a bold future:

● You

enable a streamlined corporate structure capable of faster decision-making.

● You

validate the leadership team’s vision.

● You

ensure we have the flexibility to pursue capital raises, strategic partnerships, and growth

initiatives without encumbrance.

understand that in periods of change, skepticism is natural. But I ask you to trust in what we are building, especially as momentum in

our financial results grows.

Looking

Forward

are confident that GameSquare is at an important inflection point. Major brands are allocating more resources to creator-driven campaigns,

gaming, esports and digital communities. Creators are becoming increasingly important media businesses. Game publishers are looking for

partners that can drive awareness, engagement and measurable outcomes. At the same time, data, AI and performance analytics are becoming

more important to how campaigns are planned, executed and measured.

GameSquare

is positioned at the intersection of these trends. We are building a profitable, scalable platform in a large and growing market. We

have a committed team, strong client relationships, an expanding set of capabilities and growing confidence in our ability to deliver

on our 2026 objectives. We look forward to reporting our full second quarter results in mid-August, at which point we will be able to

speak more completely about the quarter and provide updated guidance for the remainder of the year.

Thank

you for your trust, your vote, and your belief in what we can achieve together.

Sincerely,

Justin

Kenna

Chief

Executive Officer

GameSquare

Holdings, Inc.

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

Statements:

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 repurchases of its common stock, 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

Investor Relations

Andrew

Berger

Phone:

(216) 464-6400

Email:

ir@gamesquare.com

GameSquare

Media Relations

Chelsey

Northern / The Untold

Phone:

(254) 855-4028

Email:

pr@gamesquare.com

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-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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