What changed in GameSquare Holdings, Inc.'s 2025 10-K compared to 2024?

Across the narrative sections we track, GameSquare Holdings, Inc. (GAME) added 297 paragraphs, removed 230, and edited 97 between the 2024 and 2025 10-K filings. The biggest movers are Item 7. Management's Discussion & Analysis (+225/−182), Item 1. Business (+47/−22), Item 3. Legal Proceedings (+8/−14).

What changed in GameSquare Holdings, Inc.'s MD&A (Item 7) in 2025?

Item 7 Management's Discussion & Analysis shows 225 new/edited paragraphs and 182 removed paragraphs year-over-year. Read the side-by-side diff to see exactly which revenue, margin, and outlook commentary was rewritten.

Did GameSquare Holdings, Inc. update its Cybersecurity disclosure (Item 1C) in 2025?

Item 1C Cybersecurity has 5 paragraph-level changes between the 2024 and 2025 filings.

Did GameSquare Holdings, Inc.'s Legal Proceedings (Item 3) change in 2025?

Item 3 shows 8 added/edited paragraphs and 14 removed paragraphs — usually indicating new litigation disclosed or settled cases removed.

Where does this GAME 10-K diff come from?

The source filings are GameSquare Holdings, Inc.'s official 2024 and 2025 Form 10-K annual reports from SEC EDGAR. 10q10k.net parses each filing, aligns paragraphs by section (Item 1, 1A, 1C, 2, 3, 7, 7A), and highlights every added, removed and edited sentence side-by-side.

What changed in GameSquare Holdings, Inc.'s 10-K — 2024 vs 2025

Paragraph-level year-over-year comparison of GameSquare Holdings, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+297 added−230 removedSource: 10-K (2026-04-08) vs 10-K (2025-04-15)

Top changes in GameSquare Holdings, Inc.'s 2025 10-K

297 paragraphs added · 230 removed · 97 edited across 8 sections

Item 7. Management's Discussion & Analysis+225 / −182 · 62 edited
Item 1. Business+47 / −22 · 20 edited
Item 3. Legal Proceedings+8 / −14 · 4 edited
Item 5. Market for Registrant's Common Equity+7 / −5 · 4 edited
Item 1C. Cybersecurity+5 / −4 · 4 edited

Item 1. Business

Business — how the company describes what it does

20 edited+27 added−2 removed25 unchanged

2024 filing

2025 filing

Biggest changeGameSquare’s end-to-end platform includes Gaming Community Network (“GCN”), a digital media company focused on gaming and esports audiences, Zoned, a gaming and lifestyle marketing agency, Code Red, a UK based esports talent agency, FaZe, a lifestyle and media platform rooted in gaming and youth culture whose premium brand, talent network, and large audience can be monetized across a variety of products and services , Fourth Frame Studios, a creative production studio, Mission Supply, a merchandise and consumer products business, Frankly Media, programmatic advertising, Stream Hatchet, live streaming analytics, and Sideqik a social influencer marketing platform.

Biggest change(“FaZe”), a lifestyle and media platform rooted in gaming and youth culture whose premium brand, talent network, and large audience can be monetized across a variety of products and services, GameSquare Esports, (USA), Inc. dba as Fourth Frame Studios, a creative production studio, Mission Supply, a merchandise and consumer products business, Stream Hatchet S.L.

Despite intense competition, the Company believes it is well positioned to compete with its competitors by means of utilizing its modern marketing technology platform that supports a continuous feedback loop between its various services, such as marketing services, influencer relationship management, and real-time analytics and insights.

Despite intense competition, the Company believes it is well positioned to compete by means of utilizing its modern marketing technology platform that supports a continuous feedback loop between its various services, such as marketing services, influencer relationship management, and real-time analytics and insights.

The Company considers its relations with its employees to be strong and views its employees as an important competitive advantage. 4 Regulatory Matters The digital content and entertainment industry and the markets in which we operate are new and developing and, as such, are not heavily regulated at this time.

The Company considers its relations with its employees to be strong and views its employees as an important competitive advantage. 6 Regulatory Matters The digital content and entertainment industry and the markets in which we operate are new and developing and, as such, are not heavily regulated at this time.

The Company believes enterprise growth may come as a result of synergistic approaches to combining the strengths of its multiple SaaS companies that it can present as a unified offering to the market. Customers The Company has different business segments which often target different customers.

The Company believes enterprise growth may come as a result of synergistic approaches to combining the strengths of its multiple SaaS companies that it can present as a unified offering to the market. Customers The Company has different operating segments which often target different customers.

The combination of Engine Gaming’s best-in-class technology assets with GameSquare’s award-winning agency and creative capabilities, allows the Company to offer unparalleled insight into consumer behaviors. It also allows GameSquare to develop data-driven creative strategies, and measure and optimize campaigns towards customer acquisition goals in real-time - creating impactful marketing solutions that drive ROI for its customers.

The combination of best-in-class technology assets with award-winning agency and creative capabilities, allows the Company to offer unparalleled insight into consumer behaviors. It also allows GameSquare to develop data-driven creative strategies, and measure and optimize campaigns towards customer acquisition goals in real-time - creating impactful marketing solutions that drive ROI for its customers.

There is also intense competition amongst businesses operating in the segments of the esports industry and content creation where we currently operate or may operate in the future, including esports agencies, influencer technology platforms, analytics technologies, content creation and media content assets.

There is also intense competition among businesses operating in the segments of the esports industry and content creation where we currently operate or may operate in the future, including esports agencies, influencer technology platforms, analytics technologies, content creation and media content assets.

Most major professional esports events and a wide range of amateur esports events are broadcast live via streaming services. Management believes GameSquare is well positioned to benefit from the significant growth of the gaming and esports industry.

The digital agency industry is highly fragmented, and these businesses are generally characterized by high revenue growth with healthy earnings before income, taxes, depreciation and amortization (“EBITDA”) margins, which management believes positions the Company well for sustainable growth through organic efforts and presents significant opportunities to grow through accretive acquisitions. 3 Outlook GameSquare is pursuing organic growth opportunities, as well as M&A growth opportunities.

The digital agency industry is highly fragmented, and these businesses are generally characterized by high revenue growth with healthy earnings before income, taxes, depreciation and amortization (“EBITDA”) margins, which management believes positions the Company well for sustainable growth through organic efforts and presents significant opportunities to grow through accretive acquisitions. 5 Outlook GameSquare continues to pursue organic growth opportunities, as well as M&A growth opportunities.

Foreign Operations Although the Company is headquartered in the United States, there is some business conducted outside of the United States: ● Stream Hatchet has operations in Spain, with an office in Terrassa, Spain ● Code Red has operations in the UK, with its registered office in London, England Competition GameSquare competes in highly competitive and fragmented sectors, which include digital advertising and marketing services, content creation, streaming technology, event production, and gaming platforms.

Foreign Operations Although the Company is headquartered in the United States, there is some business conducted outside of the United States: ● Stream Hatchet has operations in Spain, with an office in Terrassa, Spain ● Code Red has operations in the UK, with its registered office in London, England ● Click has operations in Australia, with an office in Sydney, Australia Competition GameSquare operates in highly competitive and fragmented sectors, which include digital advertising and marketing services, content creation, streaming technology, event production, and esports.

GameSquare’s digital agencies, teams, and services segments serve the gaming and esports market, and more broadly sports and entertainment through content creation, audience development and growing brand relationships.

GameSquare’s segments serve the gaming and esports market, and more broadly sports and entertainment through content creation, audience development and growing brand relationships.

GameSquare’s revenue growth is expected to be driven by increasing marketing spend from global brands that seek exposure to and connections with these audiences. The Company’s growth strategy focuses on growing audience and reach within its digital agencies, media network, and teams segments.

GameSquare’s revenue growth is expected to be driven by increasing marketing spend from global brands that seek exposure to and connections with these gaming and creator economy audiences. The Company’s growth strategy focuses on growing audience and reach within its digital agencies and owned and operated IP operating segments.

GameSquare’s digital agencies, teams, and SaaS and advertising services segments serve the gaming and esports market, and more broadly sports and entertainment through content creation, audience development and growing brand relationships.

GameSquare’s digital agencies, owned and operated IP, creator network and SaaS operating segments serve the creator economy, gaming and esports market, and more broadly sports and entertainment through content creation, audience development and growing brand relationships.

For example, our business-to-business SaaS and data analytics platforms generate revenue from industry leading companies in the technology space, such as Microsoft. Additionally, our marketing, content creator services have benefited from brand sponsorships with large customers such as Jack in the Box, Red Bull, and Kraft.

For example, our data analytics platforms generate revenue from industry leading companies in the technology space, such as Microsoft. Additionally, our full service marketing agency operating segment have benefited from large customers such as Jack in the Box, Red Bull, and Kraft.

Item 1. Business GameSquare Holdings, Inc. (“GameSquare,” the “Company,” “we,” “us,” and “our”) is a vertically integrated, digital media, entertainment and technology company that connects global brands with gaming and youth culture audiences. GameSquare’s end-to-end platform includes Swingman LLC dba as Zoned, a gaming and lifestyle marketing agency, Code Red Esports Ltd.

Human Capital Resources As of April 1, 2025, the Company had approximately 132 employees globally. Of these employees, approximately 3 are located in Canada, 34 in Spain, 6 in United Kingdom, 9 in India, and 80 in the United States. None of the Company’s employees are represented by a collective bargaining agreement.

Human Capital Resources As of March 31, 2026, the Company had approximately 144 employees globally. Of these employees, approximately 3 are located in Canada, 35 in Spain, 4 in United Kingdom, 3 in India, 15 in Australia and 84 in the United States. None of the Company’s employees are represented by a collective bargaining agreement.

The gaming and esports industry is projected to have a global audience of nearly 650 million viewers by 2025, with live streaming expected to reach more than 1.4 billion by the end of 2025 and the gaming market is expected to generate more than 225 billion of revenue by 2025.

The gaming and esports industry is projected to have a global audience of nearly 925 million viewers by 2030, with live streaming already reaching more than 25% of Internet users. The gaming market is expected to generate more than 350 billion of revenue by 2030 and the creator economy is expected to surpass 525 billion by 2030.

The Company has invested in its sales organization and continues to see significant growth in the number, and the size, of requests for proposals within its agency businesses. The Company’s financial profile compares very favorably against its esports peers, as well as other companies seeking to engage with youth audiences.

The Company has invested in its sales organization and continues to see significant growth in the number, and the size, of requests for proposals within its agency businesses.

From August 2020 to May 2024, the Company has completed five acquisitions and divested two non-core assets. GameSquare’s organic growth strategy focuses on growing audience and reach within its digital agencies, media network, and teams segments.

From August 2020 to March 2026, the Company has completed several acquisitions and divested non-core assets and assets that are a drain on achieving profitable operations. GameSquare’s organic growth strategy focuses on growing audience and reach within its agency, SaaS and owned and operated IP segments.

With an audience reach of 1 billion digitally native consumers across our media network and roster of creators, we are reshaping the landscape of digital media and immersive entertainment. 2 Breakdown of Revenue Streams The following table provides the breakdown for the main streams of revenue from continuing operations for the two most recently completed financial years: Source of Revenue Twelve-month period ended December 31, 2024 Twelve-month period ended December 31, 2023 Teams $ 32,026,264 $ - Agency $ 12,089,822 $ 11,520,901 SaaS + Advertising $ 52,082,015 $ 29,782,480 Industry Overview and Principal Markets Video gaming is one of the largest and fastest growing markets in the entertainment sector, with an estimated 2.6 billion gamers globally, with esports being the major source of growth.

The acquisition adds a scaled creator technology layer to GameSquare’s technology platform which the Company believes will accelerate its strategy to build an integrated ecosystem spanning content, community, data, and performance marketing. 4 Breakdown of Revenue Streams The following table provides the breakdown for the main streams of revenue from continuing operations for the two most recently completed financial years: Source of Revenue Twelve-month period ended December 31, 2025 Twelve-month period ended December 31, 2024 Owned and Operated IP $ 12,779,530 $ 10,260,462 Agency $ 26,498,916 $ 12,089,822 SaaS and managed services $ 4,580,111 $ 5,193,572 Yield $ 1,140,745 $ - Industry Overview and Principal Markets Video gaming is one of the largest and fastest growing markets in the entertainment sector, with an estimated 2.6 billion gamers globally, with esports being the major source of growth.

However, the information found on our website is not part of this or any other report. 5

However, the information found on our website is not part of this or any other report. The Company is subject to the reporting requirements of the U.S. Securities Exchange Act of 1934, as amended, and is not a “foreign private issuer” as defined under applicable SEC rules.

Removed

GameSquare Holdings, Inc. (formerly Engine Gaming and Media, Inc.), (NASDAQ: GAME) completed its plan of arrangement (the “Arrangement”) with GameSquare Esports Inc. (“GSQ”) on April 11, 2023, resulting in the Company acquiring all the issued and outstanding securities of GSQ. At completion of the Arrangement Engine Gaming and Media, Inc. changed its name to GameSquare Holdings Inc.

Added

(“Code Red”), a UK based esports talent agency, Click Management Pty Ltd (“Click”), an Australia based gaming and esports talent agency, FaZe Holdings Inc.

Removed

GameSquare Esports, Inc was traded on the Canadian Securities Exchange (CSE) under the symbol “GSQ” and on the OTCQB Venture Market in the Unites States under the symbol “GMSQF” until April 11, 2023. GameSquare’s mission is to revolutionize the way brands and game publishers connect with hard-to-reach Gen Z, Gen Alpha, and Millennial audiences.

Added

(“Stream Hatchet”), live streaming data and analytics platform, SideQik, Inc. (“Sideqik”) a social influencer marketing platform, Gaming Community Network (“GCN”), a digital media company focused on gaming and esports audiences, and TubeBuddy, Inc. (“TubeBuddy”), a powerful search engine optimization, workflow, analytics, and productivity tool company. GameSquare Holdings, Inc.

Added

(NASDAQ: GAME)(formerly Engine Gaming & Media, Inc.) is a corporation existing under the laws of the State of Delaware as of March 7, 2024 (and was a corporation existing under the Business Corporations Act (Province of British Columbia) prior to March 7, 2024).

Added

The registered principal office of the Company is located at 6775 Cowboys Way, Ste. 1335, Frisco, Texas, USA, 75034. GameSquare’s mission is to revolutionize the way brands and game publishers connect with hard-to-reach Gen Z, Gen Alpha, and Millennial audiences.

Added

GameSquare is primarily engaged in the business described above. However, as a secondary strategy, GameSquare is also leveraging sophisticated crypto infrastructure with the intent to generate digital asset yield. GameSquare has partnered with Dialetic, a crypto-native asset manager, to implement an Ethereum (“ETH”) based treasury strategy.

Added

GameSquare’s ETH-focused yield generation strategy is built on top of Dialectic Ellipse Feeder Fund LP’s (“Dialectic”) proprietary platform Medici, which applies machine learning models, automated optimization, and multi-layered risk controls to generate returns.

Added

GameSquare’s Board has approved an ETH based treasury and cash management strategy of up to $250 million, based on staged investments over time, while keeping adequate working capital for the operating business.

Added

To date, GameSquare has purchased or acquired, directly and indirectly, approximately $63 million ETH and other digital assets, excluding non-fungible tokens (“NFTs”), to support broader growth initiatives across the Company’s platform. During the year ending December 31, 2025, the Company has sold $2.8 million in digital assets and exchanged $1.8 million of digital assets for acquisition of NFTs.

Added

As of December 31, 2025, our total fair market value of our digital assets, including fair value of ETH in our investment with Dialectic, amounted to $47.4 million.

Added

The reduction primarily being driven by decline in market value of ETH from purchase date to year end. 3 Brands FaZe Esports FaZe Esports a digitally native lifestyle and media brand founded and rooted in gaming and youth culture.

Added

FaZe Esports is at the forefront of the global creator economy, which is an industry centered around innovative digital content development fueled by social media influencers, creators and businesses who monetize their content online. With a leading digital content platform created for and by Generation Z and Millennials, FaZe Esports has established a highly engaged and growing global fanbase.

Added

FaZe Esports produces merchandise, consumer products, and creates advertising and sponsorship programs for leading national brands. FaZe Esports has several revenue streams including brand sponsorships, consumer products, and Esports. Zoned Zoned Gaming is a marketing agency dedicated to bridging the gap between gaming and pop-culture.

Added

They work with endemic and non-endemic brands alike, helping them identify their lane and build equity in the constantly changing world of gaming and esports. Click Click is leading talent management firm founded in Australia with a growing U.S. presence.

Added

Regularly named as one of the top digital creator agencies by Business Insider and recently awarded “Best Talent Management Agency” by industry body AiMCO, Click has assembled one of the largest English-speaking gaming rosters, with over 85 active talent, half of which are U.S. talent.

Added

Click creators delivered 548 million views across YouTube alone last month and total 123 million YouTube subscribers currently. Code Red Code Red is an authentic esports media agency that is passionate about esports and video games.

Added

Since 2003, Code Red has produced major esports events, sourced, and hired esports and gaming talent, developed esports related content (that has gone out to over 1 million viewers), managed major esports teams, conducted a wide range of ongoing and ad-hoc strategic consultancy projects, and managed countless marketing campaigns. GCN GCN is a media group dedicated to gaming and esports.

Added

GCN builds bespoke strategy solutions for reaching young gaming and esports audiences from content creation to full-scale tournaments for any endpoint be it social, broadcast TV or live stream. Fourth Frame Studios Rooted in gaming, youth, and popular culture, Fourth Frame Studios is a multidisciplinary creative and production studio that specializes in telling stories for a multi-dimensional audience.

Added

Fourth Frame Studios builds meaningful and diverse content systems fueled by best-in-class creatives and production resources, that truly get what gamers and youth audiences want.

Added

Mission Supply Mission Supply operates at the intersection of gaming, esports, and fashion design filling a need for fans seeking high quality merchandise that represents their favorite teams, organizations, and brands within the gaming ecosystem by providing merchandise and consumer product design, marketing, and sales consultation to brands and esports organizations seeking to reach large and growing gaming and youth demographics.

Added

Sideqik Sideqik is an influencer marketing platform that offers brands, direct marketers, and agencies tools to discover, connect and execute marketing campaigns with content creators.

Added

Sideqik’s end-to-end solutions offer marketers advanced capabilities to discover influencers with demographic and content filtering; connect and message influencers; share marketing collateral such as campaign briefs, photos, logos, videos; measure reach, sentiment, and engagement across all major social media platforms; and evaluate earned media value and return on investment across the entire campaign.

Added

Stream Hatchet Stream Hatchet is the leading provider of data analytics for the live streaming industry. With a suite of services, encompassing a user-friendly SaaS platform, custom reports, and strategic consulting, Stream Hatchet is a trusted guide for those navigating the dynamic landscape of live streaming.

Added

With up to seven years of historical data with minute-level granularity from 20 platforms, Stream Hatchet provides stakeholders in the live-streaming industry with powerful insights to drive innovation and growth.

Added

Stream Hatchet partners with a diverse clientele - from video game publishers and marketing agencies to esports organizers and teams - who rely on the company’s cutting-edge data analytics to optimize their marketing strategies, secure lucrative sponsorships, enhance esports performance, and build successful tournaments.

Added

TubeBuddy Acquired by GameSquare on February 20, 2026, TubeBuddy provides powerful search engine optimization, workflow, analytics, and productivity tools powered by proprietary AI, which are used by creators and digital publishers to grow, manage, and monetize their content.

Added

The Company also files certain disclosure documents in Canada pursuant to applicable Canadian securities laws, including National Instrument 71-102 – Continuous Disclosure and Other Exemptions Relating to Foreign Issuers. Such filings are made in addition to, and not in lieu of, the Company’s U.S. reporting obligations. The Company’s filings with the U.S.

Added

Securities and Exchange Commission are available at www.sec.gov, and its Canadian filings are available on SEDAR+ at www.sedarplus.ca. 7

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

4 edited+1 added−0 removed6 unchanged

2024 filing

2025 filing

Biggest changeThe Company’s CISO should have experience in managing cybersecurity risks & protocols, data protection protocols, and managing protocols for Cloud/IT/web security vulnerabilities. The CISO briefs the Company management team quarterly regarding general security updates or as needed when security incidents are identified. Oversight of the information security program at the Board level sits with Audit Committee .

Biggest changeThe Head of IT has experience in managing cybersecurity risks and protocols, data protection practices, and identifying and addressing Cloud/IT/web security vulnerabilities. The Head of IT provides periodic updates to the Company’s management team regarding general security matters and, as appropriate, reports promptly on any identified security incidents.

Business continuity and disaster recovery plans are used to prepare for the potential for a disruption in technology we rely on. Employees undergo security awareness training when hired and annually. The Company has a Governance, Risk, and Compliance (GRC) function to address enterprise risks, and cybersecurity is a risk category addressed by that function.

Business continuity and disaster recovery plans are used to prepare for the potential for a disruption in technology we rely on. Employees undergo security awareness training when hired and annually. The Company has a Governance, Risk, and Compliance function to address enterprise risks, and cybersecurity is a risk category addressed by that function.

Specific controls that are used to some extent include endpoint threat detection and response (EDR), identity and access management (IAM), privileged access management (PAM), logging and monitoring involving the use of security information and event management (SIEM), multi-factor authentication (MFA), firewalls and intrusion detection and prevention, and vulnerability and patch management.

Specific controls that are used to some extent include endpoint threat detection and response, identity and access management, privileged access management, logging and monitoring involving the use of security information and event management, multi-factor authentication, firewalls and intrusion detection and prevention, and vulnerability and patch management.

And events, when detected by security tools or third parties, may not always be immediately understood or acted upon. Governance The Chief Information Security Officer (CISO) is the management position with primary responsibility for the development, operation, and maintenance of our information security program .

And events, when detected by security tools or third parties, may not always be immediately understood or acted upon. Governance The Company’s Head of Information Technology (“Head of IT”) is primarily responsible for the development, operation, and maintenance of our information security program.

Added

Oversight of the information security program at the Board level resides with the Audit Committee.

Item 2. Properties

Properties — owned and leased real estate

1 edited+1 added−0 removed0 unchanged

2024 filing

2025 filing

Biggest changeItem 2. Properties Our corporate headquarters is located in Frisco, Texas, where we occupy facilities under a lease that expires in 2029. We do not own any real property or related investments. We believe that our current facilities are adequate to meet our current needs and provides flexibility to scale in the future. 6

Added

Other office locations of the Company are under short-term lease arrangements and amounts are immaterial to our operations. 25

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

4 edited+4 added−10 removed0 unchanged

2024 filing

2025 filing

Biggest changeThe liability is recorded as arbitration reserve on the Company’s consolidated balance sheets. This liability will be adjusted to fair value at the end of each reporting period.

Biggest changeThe Company recognized a liability for the arbitration ruling of $1.5 million, which represented the fair value of the common shares directed to be delivered as of April 11, 2023. The liability is recorded as arbitration reserve on the Company’s consolidated balance sheets. This liability will be adjusted to fair value at the end of each reporting period. Reid v.

From time to time the Company may modify litigation strategy and/or the terms on which it retains counsel and other professionals in connection with such actions, which may affect the outcomes of and/or the expenses incurred in connection with such actions. The Company is subject to various other claims, lawsuits and other complaints arising in the ordinary course of business.

The Company records provisions for losses when claims become probable, and the amounts are estimable. Although the outcome of such matters cannot be determined, it is the opinion of management that the final resolution of these matters will not have a material adverse effect on the Company’s financial condition, operations, or liquidity. 7 Item 4. Mine Safety Disclosures Not applicable.

Although the outcome of such matters cannot be determined, it is the opinion of management that the final resolution of these matters will not have a material adverse effect on the Company’s financial condition, operations, or liquidity. Item 4. Mine Safety Disclosures Not applicable. 26 PART II

FaZe Clan’s insurer is providing defense of these claims pursuant to a reservation of rights letter. The outcomes of pending litigations in which the Company is involved are necessarily uncertain as are the Company’s expenses in prosecuting and defending these actions.

The Company is subject to various other claims, lawsuits and other complaints arising in the ordinary course of business. The Company records provisions for losses when claims become probable, and the amounts are estimable. The outcomes of pending litigations in which the Company is involved are necessarily uncertain as are the Company’s expenses in prosecuting and defending these actions.

Removed

Item 3. Legal Proceedings Allinsports - In April 2020, Engine announced its renegotiation of the acquisition of Allinsports. The revised purchase agreement provided for the acquisition of 100% of Allinsports in exchange for the issuance of 241,666 common shares of the Engine and other considerations, including payments of $1,200,000 as a portion of the purchase consideration.

Added

Item 3. Legal Proceedings Allinsports - A September 2021 decision issued by an arbitrator located in Alberta, Canada, directed the Company to issue 241,666 shares to Allinsports in connection with a dispute over whether certain closing conditions in the acquisition agreement for Allinsports had been met.

Removed

In September 2020, Engine advised the shareholders of Allinsports that closing conditions of the transaction, including the requirement to provide audited financial statements, had not been satisfied.

Added

GameSquare Holdings, Inc., et al. – A Complaint was filed on December15, 2025, in the United States District Court, Northern District of Texas by Kevin Reid against GameSquare Holdings, Inc., its former President, Louis Schwartz and its Chief Executive Officer, Justin Kenna.

Removed

In response, in November 2020, the shareholders of Allinsports commenced arbitration in Alberta, Canada seeking, among other things, to compel Engine to complete the acquisition of Allinsports without the audited financial statements, and to issue 241,666 common shares of Engine to those shareholders. As alternative relief, the shareholders of Allinsports sought up to $20.0 million in damages.

Added

The plaintiff alleges that he was induced by the defendants’ misrepresentations about the Company to purchase GameSquare stock and seeks damages of approximately $5 million under Texas law. The Company does not believe the claims have merit and intends to vigorously defend the matter. The Company is also indemnifying Mr. Schwartz in this matter, who is represented by separate counsel.

Removed

A hearing in this matter was held in May of 2021, and by a decision dated September 30, 2021, the Arbitrator determined that the closing of the transaction had previously occurred and directed Engine to issue 241,666 common shares. In conjunction with completion of the Arrangement, the Company assumed this obligation to issue 241,666 common shares.

Added

A motion to dismiss Mr. Reid’s complaint was filed on behalf of Mr. Kenna and a partial motion to dismiss Mr. Reid’s complaint was filed on behalf of GameSquare. Both claim that Mr. Reid has failed to state a claim upon which relief can be granted, in particular because the alleged statements are not actionable.

Removed

The Company has not yet issued the shares and is pursuing relief against Allinsports shareholders for various alleged breaches of the share purchase agreement. The Company recognized a liability for the arbitration ruling of $1.5 million, which represented the fair value of the common shares directed to be delivered as of April 11, 2023, the closing date of the Arrangement.

Removed

Promissory Note Recovery - By Order to Continue dated May 5, 2022, Engine was substituted in as the plaintiff in a matter pending in the Ontario Superior Court of Justice, seeking recovery of $2.1 million (€1.9 million) of principal and additional amounts of accrued interest under promissory notes acquired by Engine. The matter is in the discovery stage.

Removed

SPAC Complaint - A complaint has been filed in Delaware Chancery Court against several former directors of Faze Holdings, Inc.’s predecessor, B Riley 150 Merger Corp., and several other B Riley affiliated entities, challenging the disclosures made in connection with the July 2022 merger between B. Riley 150 Merger Corp. and Faze Holdings, Inc.

Removed

The Company has indemnification obligations to the former B. Riley 150 Merger Corp. directors. Under the terms of a proposed settlement agreement, B. Riley and the Company will each contribute a total of $1,050,000 of cash and Company common stock to resolve the matter.

Removed

The terms of the proposed settlement of this matter are currently being reviewed by the Delaware Chancery Court. Villanueva v. Faze Clan, Inc . - On June 20, 2024, Plaintiff Harold Villanueva (“Plaintiff”) filed a Complaint in the California Superior Court for the County of Los Angeles, seeking damages against FaZe Clan, Inc. and other parties.

Removed

Plaintiff asserts causes of action for (1) Negligence, (2) Negligent Hiring, Retention, and Supervision, and (3) Premises Liability in connection with injuries alleged incurred on FaZe Clan’s premises. FaZe Clan has denied liability for the alleged injuries and this matter is in the discovery stage.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

1 edited+0 added−0 removed0 unchanged

2024 filing

2025 filing

Biggest changeItem 4. Mine Safety Disclosures 8 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 8 Item 6. [Reserved] 8 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 9 Item 8. Financial Statements and Supplementary Data F-1

Biggest changeItem 4. Mine Safety Disclosures 26 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 27 Item 6. [Reserved] 27 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 28 Item 8. Financial Statements and Supplementary Data F-1

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

4 edited+3 added−1 removed3 unchanged

2024 filing

2025 filing

Biggest changeSecurities Authorized for Issuance Under Equity Compensation Plans The following table presents the securities authorized for issuance under our equity compensation plans as of December 31, 2024: (a) (b) (c) PLAN CATEGORY NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS WEIGHTED AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (EXCLUDING SECURITIES REFLECTED IN COLUMN (a)) Equity Compensation Plans Not Approved by Shareholders - N/A N/A Equity Compensation Plans Approved by Shareholders Stock Options (1) 416,621 2,344,594 CAD$19.34 USD$2.47 502,385 RSUs (2) 578,042 N/A 1,195,484 Total 3,339,257 1,697,869 Note: (1) The stock option plan is considered a “rolling” or “evergreen” stock option plan since the Corporation will be authorized to grant stock options of up to 10% of its issued and outstanding Common Shares at the time of the stock option grant, from time to time, with no vesting provisions and after taking into account any stock options or RSUs outstanding.

Biggest changeSecurities Authorized for Issuance Under Equity Compensation Plans The following table presents the securities authorized for issuance under our equity compensation plans as of December 31, 2025: (a) (b) (c) PLAN CATEGORY NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS WEIGHTED AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (EXCLUDING SECURITIES REFLECTED IN COLUMN (a)) Equity Compensation Plans Not Approved by Shareholders - N/A N/A Equity Compensation Plans Approved by Shareholders Stock Options (1) 285,063 1,070,814 CAD$20.56 USD$1.78 N/A RSUs (1) 1,165,360 N/A N/A Total 3,339,257 1,697,869 Note: (1) The equity incentive plan is considered a “rolling” or “evergreen” plan since the Corporation will be authorized to grant stock options and RSUs of up to 20% of its issued and outstanding Common Shares at January 1, from time to time, with no vesting provisions and after taking into account any stock options or RSUs outstanding.

Future dividend payments will depend on continued compliance with our financial covenants, as well as our earnings, financial condition, capital expenditure requirements, surplus and other factors that our Board considers relevant. Holders As of April 10, 2025, there were 845 holders of record of our common stock.

Future dividend payments will depend on continued compliance with our financial covenants, as well as our earnings, financial condition, capital expenditure requirements, surplus and other factors that our Board considers relevant. Holders As of March 31, 2026, there were 464 holders of record of our common stock .

The number of options available to grant increases as the number of issued and outstanding Common Shares increases. As of December 31, 2024, the number of options available to grant amounted to 3,263,000 Common Shares, being 10% of the outstanding Common Shares as of December 31, 2024.

The number of stock options and RSUs available to grant increases as the number of issued and outstanding Common Shares increases. As of December 31, 2025, the number of stock options and RSUs available to grant amounted to 6,527,199 Common Shares, being 20% of the outstanding Common Shares as of January 1, 2025.

As of December 31, 2024, the number of stock options and RSUs outstanding that were issued under the Stock Option plan and RSU plan, respectively, represents approximately 8.5% and 1.8% of the 32,635,995 outstanding Common Shares as of December 31, 2024. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None.

As of December 31, 2025, the number of stock options and RSUs outstanding that were issued under the equity incentive plan, respectively, represents approximately 1.4% and 1.2% of the 98,066,751 outstanding Common Shares as of December 31, 2025.

Removed

(2) Subject to the adjustment provisions provided for in the RSU plan and applicable rules and regulations of all regulatory authorities to which the Corporation is subject (including any stock exchange), the total number of Common Shares that may be reserved for issue in connection with the RSUs granted pursuant to the RSU plan shall not exceed 2,861,658 Common Shares, being 10% of the total number of issued and outstanding Common Shares on the date the RSU plan was adopted by the Board.

Added

Purchases of Equity Securities by the Issuer and Affiliated Purchasers As of December 31, 2025, the Company had repurchased 2,992,517 common shares at a total cost of $1.8 million under this program. Subsequent to December 31, 2025, the Company acquired an additional 2,066,073 common shares at a total cost of $0.8 million.

Added

Following these transactions, the Company has $2.5 million remaining under its current authorization. Consistent with its capital allocation priorities, GameSquare intends to continue using funds generated by its treasury strategy to opportunistically repurchase its common stock.

Added

Issuer Purchases of Equity Securities Period (a) Total number of shares (or units) purchased (b) Average price paid per share (or unit) (c) Total number of shares (or units) purchased as part of publicly announced plans or programs (d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs October 1, 2025 to October 31, 2025 833,124 $ 0.72 833,124 $ 4,400,852 November 1, 2025 to November 30, 2025 1,120,606 0.50 1,953,730 3,835,045 December 1, 2025 to December 31, 2025 1,038,787 0.54 2,992,517 3,271,244 January 1, 2026 to January 31, 2026 543,057 0.46 3,535,574 3,022,925 February 1, 2026 to February 28, 2026 1,460,016 0.33 4,995,590 2,542,995 March 1, 2026 to March 31, 2026 63,000 0.29 5,058,590 2,524,945 Total 5,058,590 $ 0.49 5,058,590 $ 2,524,945

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

62 edited+163 added−120 removed48 unchanged

2024 filing

2025 filing

Biggest changeYear ended December 31, 2024 2023 Net loss $ (54,308,620 ) $ (31,282,427 ) Interest expense 570,960 672,589 Income tax benefit - (55,096 ) Amortization and depreciation 3,237,349 1,889,075 Share-based payments 2,139,246 1,735,630 Transaction costs 6,348,728 3,019,373 Arbitration settlement reserve (229,250 ) (1,041,129 ) Restructuring costs 1,334,717 545,456 Legal settlement - 186,560 Loss on extinguishment of debt 1,032,070 2,204,737 Change in fair value of contingent consideration 501,118 45,648 Change in fair value of investment 473,563 515,277 Change in fair value of warrant liability (84,449 ) (968,757 ) Change in fair value of convertible debt carried at fair value (559,212 ) (538,354 ) Gain on disposition of subsidiary (3,009,891 ) - Loss on disposition of assets 8,264,980 (40,794 ) Impairment expense 12,548,476 7,024,000 Loss from discontinued operations 1,760,153 5,006,792 Net loss attributable to non-controlling interest 5,557,713 - Net loss attributable to non-controlling interest (adjustment for NCI share of add backs to Adjusted EBITDA) (1,586,728 ) - Adjusted EBITDA $ (16,009,077 ) $ (11,081,420 ) Liquidity and Capital Resources Overview The financial statements have been prepared on a going-concern basis, which assumes the realization of assets and liquidation of liabilities in the normal course of business.

Biggest changeThree 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 - 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 ) - (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 ) Liquidity and Capital Resources Overview The financial statements have been prepared on a going-concern basis, which assumes the realization of assets and liquidation of liabilities in the normal course of business.

GCN builds bespoke strategy solutions for reaching young gaming & esports audiences from content creation to full-scale tournaments for any endpoint be it social, broadcast TV or live stream. Fourth Frame Studios Rooted in gaming, youth, and popular culture, Fourth Frame Studios is a multidisciplinary creative and production studio that specializes in telling stories for a multi-dimensional audience.

On April 2, 2025, GameSquare and Gigamoon entered into an exchange agreement, effective April 1, 2025, pursuant to which, the parties agreed to accelerate the exercise date under the Gigamoon CD to April 1, 2025. As a result, on April 1, 2025, GameSquare transferred the 5,725,000 shares of Series A-1 Preferred Stock of Faze Media Inc. to Gigamoon.

Gigamoon CD On April 2, 2025, GameSquare and Gigamoon entered into an exchange agreement, effective April 1, 2025, pursuant to which, the parties agreed to accelerate the exercise date under the Gigamoon CD to April 1, 2025. As a result, on April 1, 2025, GameSquare transferred the 5,725,000 shares of Series A-1 Preferred Stock of Faze Media Inc. to Gigamoon.

FaZe is at the forefront of the global creator economy, which is an industry centered around innovative digital content development fueled by social media influencers, creators and businesses who monetize their content online. With a leading digital content platform created for and by Generation Z and Millennials, FaZe has established a highly engaged and growing global fanbase.

Based on management’s evaluation of the above indicators, the Company reports consumer products revenues on a gross basis. Esports League Participation: Generally, The Company has one performance obligation—to participate in the overall Esport event—because the underlying activities do not have standalone value absent the Company’s participation in the tournament or event.

Based on management’s evaluation of the above indicators, the Company reports consumer products revenues on a gross basis. 43 Esports League Participation: Generally, the Company has one performance obligation—to participate in the overall Esport event—because the underlying activities do not have standalone value absent the Company’s participation in the tournament or event.

Stream Hatchet Stream Hatchet is the leading provider of data analytics for the live streaming industry. With a suite of services, encompassing a user-friendly SaaS platform, custom reports, and strategic consulting, Stream Hatcher is a trusted guide for those navigating the dynamic landscape of live streaming.

We define “EBITDA” as net income (loss) before (i) depreciation and amortization; (ii) income taxes; and (iii) interest expense. 21 Adjusted EBITDA We 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 “EBITDA” as net income (loss) before (i) depreciation and amortization; (ii) income taxes; and (iii) interest expense. 40 Adjusted EBITDA We 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.

Our liquidity and operating results may be adversely affected if our access to the capital market is hindered, whether as a result of a downturn in stock market conditions generally or as a result of conditions specific to the Company. 22 We regularly evaluate our cash position to ensure preservation and security of capital as well as maintenance of liquidity.

Our liquidity and operating results may be adversely affected if our access to the capital market is hindered, whether as a result of a downturn in stock market conditions generally or as a result of conditions specific to the Company. 41 We regularly evaluate our cash position to ensure preservation and security of capital as well as maintenance of liquidity.

This discussion and analysis should also be read together with our financial information for the year ended and as of December 31, 2024. In addition to historical financial information, this discussion and analysis contains forward-looking statements that reflect our plans, estimates, and beliefs that involve risks, uncertainties and assumptions.

This discussion and analysis should also be read together with our financial information for the year ended and as of December 31, 2025. In addition to historical financial information, this discussion and analysis contains forward-looking statements that reflect our plans, estimates, and beliefs that involve risks, uncertainties and assumptions.

As a triggering event has not taken place, these amounts have not been recorded in these consolidated financial statements. Former activities The Company was previously involved in oil and gas exploration activities in Canada, the United States and Colombia. The Company ceased all direct oil and gas exploration activities in 2014.

Since a triggering event has not taken place, these amounts have not been recorded in these consolidated financial statements. Former activities The Company was previously involved in oil and gas exploration activities in Canada, the United States and Colombia. The Company ceased all direct oil and gas exploration activities in 2014.

Transaction costs associated with business combinations are expensed as incurred and are included in selling, general and administrative expense in the consolidated statements of operations. 28 Impairment of long-lived assets and goodwill Long-lived assets consist of property and equipment, right-of-use assets and intangible assets.

Transaction costs associated with business combinations are expensed as incurred and are included in selling, general and administrative expense in the consolidated statements of operations. 45 Impairment of long-lived assets and goodwill Long-lived assets consist of property and equipment, right-of-use assets and intangible assets.

Sideqik Sideqik, Inc. (“Sideqik”), is an influencer marketing platform that offers brands, direct marketers, and agencies tools to discover, connect and execute marketing campaigns with content creators.

Sideqik Sideqik is an influencer marketing platform that offers brands, direct marketers, and agencies tools to discover, connect and execute marketing campaigns with content creators.

Net loss attributable to non-controlling interest Net loss attributable to non-controlling interests for the year ended December 31, 2024 was $5.6 million, in comparison to a $0 for the year ended December 31, 2023. The add back of loss (income to GameSquare shareholders) represents non-controlling interests share of the net loss of Faze Media.

Net loss attributable to non-controlling interest Net loss attributable to non-controlling interests for the year ended December 31, 2025 was $2.0 million, in comparison to a $5.6 million for the year ended December 31, 2024. The add back of loss (income to GameSquare shareholders) represents non-controlling interests share of the net loss of FaZe Media.

These contracts require payments of approximately $0.6 million to be made upon the occurrence of a change in control and termination without cause to certain officers of the Company. The Company is also committed to payments upon termination without cause of approximately $1.1 million pursuant to the terms of these contracts.

These contracts require payments of approximately $0.7 million to be made upon the occurrence of a change in control and termination without cause to certain officers of the Company. The Company is also committed to payments upon termination without cause of approximately $0.7 million pursuant to the terms of these contracts.

In accordance with ASC 321 “ Investments—Equity Securities ” (“ASC 321”), equity securities which the Company has no significant influence (generally less than a 20% ownership interest) with readily determinable fair values are accounted for at fair value based on quoted market prices.

In accordance with ASC 321 “Investments—Equity Securities” (“ASC 321”), equity securities which the Company has no significant influence (generally less than a 20% ownership interest) with readily determinable fair values are accounted for at fair value based on quoted market prices.

FaZe produces engaging content, merchandise, consumer products and experiences, and create advertising and sponsorship programs for leading national brands. FaZe has several revenue streams including brand sponsorships, content, consumer products, and Esports. Zoned Zoned Gaming is a marketing agency dedicated to bridging the gap between gaming and pop-culture.

The recoverability of the carrying value of the assets and our continued existence is dependent upon our ability to raise financing in the near term, and ultimately the achievement of profitable operations. As of December 31, 2024, we had a working deficit of $18.3 million, compared to $13.9 million as of December 31, 2023.

The recoverability of the carrying value of the assets and our continued existence is dependent upon our ability to raise financing in the near term, and ultimately the achievement of profitable operations. As of December 31, 2025, we had a working capital deficit of $18.7 million, compared to $18.3 million as of December 31, 2024.

Loss on debt extinguishment We recognized a loss on debt extinguishment of $1.0 million during the year ended December 31, 2024, in comparison to $2.2 million for the year ended December 31, 2023. The Company recognized a day one loss on issuance of debt of $1.4 million on July 8, 2024 in connection with the issuance of the Yorkville CD.

Loss on debt extinguishment Loss on extinguishment of debt for the year ended December 31, 2025, was $0, in comparison to $1.0 million for the year ended December 31, 2024. The Company recognized a day one loss on issuance of debt of $1.4 million on July 8, 2024 in connection with the issuance of the Yorkville CD.

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) restructuring 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, and (viii) gains and losses from discontinued operations.

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) impairment of promissory notes receivable, (vii) gains and losses on extinguishment of debt, (viii) change in fair value of assets and liabilities adjusted to fair value on a quarterly basis, (ix) gains and losses from discontinued operations, and (x) Net income (loss) attributable to non-controlling interest.

Financing Activities Net cash provided by financing activities was $38.0 million for the year ended December 31, 2024, which was primarily due to PIPE Financing on March 7, 2024 of $10 million, cash investments by non-controlling interests of Faze Media, Inc. of $20.5 million and net cash inflows from issuances (less repayments) of convertible debt of $8.5 million.

Net cash provided by financing activities was $38.0 million for the year ended December 31, 2024, which was primarily due to PIPE Financing on March 7, 2024 of $10 million, cash investments by non-controlling interests of Faze Media, Inc. of $20.5 million and net cash inflows from issuances (less repayments) of convertible debt of $8.5 million. 42 Commitments and Contingencies Management commitments The Company is party to certain management contracts.

The Company grants exclusive licenses to customers for certain content produced by the Company’s talent. The Company grants the customer a license to the intellectual property, which is the content and its use in generating advertising revenues, for a pre-determined period, for an amount paid by the customer, in most instances, upon execution of the contract.

The Company grants the customer a license to the intellectual property, which is the content and its use in generating advertising revenues, for a pre-determined period, for an amount paid by the customer, in most instances, upon execution of the contract.

GameSquare completed the plan of arrangement (the “Arrangement”) with GameSquare Esports Inc. (“GSQ”) on April 11, 2023, resulting in the Company acquiring all the issued and outstanding securities of GSQ. At completion of the Arrangement Engine Gaming and Media, Inc. changed its name to GameSquare Holdings Inc.

The Company concluded goodwill related to Stream Hatchet and Sideqik reporting units were impaired as of December 31, 2024 and recorded an impairment charge of $7.4 million for the year ended December 31, 2024.

Impairment expense Impairment expense was $12.1 million for the year ended December 31, 2025, in comparison to $12.5 million for the year ended December 31, 2024. The Company concluded goodwill related to Stream Hatchet and Sideqik reporting units were impaired as of December 31, 2024 and recorded an impairment charge of $7.4 million for the year ended December 31, 2024.

The 2024 period primarily included transaction costs associated with the acquisition of FaZe, the disposal of Complexity, the Faze Media Inc. asset contribution, and the Franky Media asset disposal, while the 2023 period only included transaction costs associated with the acquisition of Engine.

The 2024 year primarily included transaction costs associated with the acquisition of FaZe, the disposal of Complexity, the Faze Media Inc. asset contribution, and the Franky Media asset disposal.

Change in fair value of convertible debt carried at fair value Change in fair value of convertible debt gain for the year December 31, 2024, was $0.6 million in comparison to $0.5 million for the year ended December 31, 2023.

Change in fair value of convertible debt carried at fair value Change in fair value of convertible debt income (expense) for the year ended December 31, 2025, was $0.3 million, in comparison to $0.6 million for the year ended December 31, 2024.

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.

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.

Depreciation and amortization Depreciation and amortization for the year ended December 31, 2024, was $3.2 million, in comparison to $1.9 million for the year ended December 31, 2023.

Depreciation and amortization Depreciation and amortization for the year ended December 31, 2025, was $1.1 million, in comparison to $1.4 million for the year ended December 31, 2024.

GameSquare’s end-to-end platform includes Gaming Community Network (“GCN”), a digital media company focused on gaming and esports audiences, Zoned, a gaming and lifestyle marketing agency, Code Red, a UK based esports talent agency, FaZe, a lifestyle and media platform rooted in gaming and youth culture whose premium brand, talent network, and large audience can be monetized across a variety of products and services , Fourth Frame Studios, a creative production studio, Mission Supply, a merchandise and consumer products business, Frankly Media, programmatic advertising, Stream Hatchet, live streaming analytics, and Sideqik a social influencer marketing platform.

GameSquare’s end-to-end platform includes Swingman LLC dba as Zoned, a gaming and lifestyle marketing agency, Code Red, a UK based esports talent agency, Click, an Australia based gaming and esports talent agency, FaZe, a lifestyle and media platform rooted in gaming and youth culture whose premium brand, talent network, and large audience can be monetized across a variety of products and services, GameSquare Esports, (USA), Inc. dba as Fourth Frame Studios, a creative production studio, Mission Supply, a merchandise and consumer products business, Stream Hatchet, live streaming data and analytics platform, SideQik, a social influencer marketing platform, GCN, a digital media company focused on gaming and esports audiences, and TubeBuddy, a powerful search engine optimization, workflow, analytics, and productivity tool company.

The loss is presented net of the $0.3 million gain on extinguishment of the King Street CD which was paid down in full on July 10, 2024. The 2023 loss was due to the extinguishment of the EB CD as part of a convertible note refinance.

The loss is presented net of the $0.3 million gain on extinguishment of the King Street CD which was paid down in full on July 10, 2024.

Operating Activities The Company used cash of $30.6 million in operating activities during the year ended December 31, 2024, compared with $16.1 million in the comparative period. The use of funds in operating activities is described in the Results of Operations section above.

Operating Activities Net cash used in operating activities was $18.4 million during the year ended December 31, 2025, compared with $30.6 million used in operating activities in the comparative prior year. The use of funds in operating activities is described in the Results of Operations section above.

The variance was not significant. 20 Change in fair value of investment Change in fair value of investment for the year December 31, 2024 was $0.5 million, in comparison to $0.5 million loss for the year ended December 31, 2023. The variance was not significant.

The variance between the years was not significant. 39 Change in fair value of investment Change in fair value of investment income (expense) for the year December 31, 2025 was $(1.9) million, in comparison to $(0.5) million loss for the year ended December 31, 2024.

Any excess consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill. The allocation of the purchase price in a business combination requires the Company to perform valuations with significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, discount rates and selection of comparable companies.

The allocation of the purchase price in a business combination requires the Company to perform valuations with significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, discount rates and selection of comparable companies.

We have not yet realized profitable operations and have incurred significant losses to date resulting in a cumulative deficit of $122.2 million as of December 31, 2024 (December 31, 2023: $73.4 million). We have plans to raise additional funds.

We have not yet realized profitable operations (net income) and have incurred significant losses to date resulting in a cumulative deficit of $162.3 million as of December 31, 2025 and $122.2 million as of December 31, 2024.

Management’s use of Non-GAAP Measures This MD&A 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.

FaZe Media was disposed of on April 1, 2025. Management’s use of Non-GAAP Measures This MD&A 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.

Other operating expenses Other operating expenses for the year ended December 31, 2024, were $6.9 million, in comparison to $3.1 million for the year ended December 31, 2023. Other operating expenses between the quarters consisted primarily of transaction related expenses. The increase was primarily related to additional transaction activities in the 2024 period.

Other operating expenses Other operating expenses for the year ended December 31, 2025, was $2.9 million, in comparison to $6.3 million for the year ended December 31, 2024. Other operating expenses consisted primarily of transaction related expenses.

Cost of Sales Cost of sales for the year ended December 31, 2024, was $80.9 million, in comparison to $31.2 million for the year ended December 31, 2023. The increase was primarily related to an increase in revenue associated with the acquisitions of FaZe and Engine discussed above, and varying margins of the Company product mix.

Cost of Sales Cost of revenue for the year ended December 31, 2025, was $25.5 million, in comparison to $18.1 million for the year ended December 31, 2024. The increase was primarily related to the increase in revenue discussed above, and varying margins of the Company product mix.

The Company assesses its revenue arrangements against specific criteria in order to determine if it is acting as principal or agent. When the Company acts in the capacity of an agent rather than as the principal in a transaction, the revenue recognized is the net amount of commission made by the Company.

When the Company acts in the capacity of an agent rather than as the principal in a transaction, the revenue recognized is the net amount of commission made by the Company.

Promissory Note On March 25, 2025, the Company entered into a secured promissory note with Blue & Silver Ventures, Ltd. The principal amount of $2 million under the promissory note is payable on demand and no later than July 1, 2025.

The principal amount of $2 million under the promissory note is payable on demand and no later than July 1, 2025.

In addition, during the year ended December 31, 2024, the Company recorded an impairment of intangible assets acquired on the acquisition of Engine (Stream Hatchet and Sideqik reporting units) of $4.0 million. The prior year included goodwill impairment of the Frankly reporting unit of $7.0 million.

In addition, during the year ended December 31, 2024, the Company recorded an impairment of intangible assets acquired on the acquisition of Engine (Stream Hatchet and Sideqik reporting units) of $4.0 million. Subsequent to December 31, 2025, the Company sold all eight of its CryptoPunk assets for total consideration of $1.9 million.

Licensing of Intellectual Property: The Company’s licenses of intellectual property generate royalties that are recognized in accordance with the royalty recognition constraint. That is, royalty revenue is recognized at the time when the sale occurs. The Company assesses its revenue arrangements against specific criteria in order to determine if it is acting as principal or agent.

Net income (loss) from discontinued operations Net income from discontinued operations for the year ended December 31, 2024 was $1.2 million, in comparison to a net loss of $5.0 million for the year ended December 31, 2023.

Net income (loss) from discontinued operations Net income (loss) from discontinued operations for the year ended December 31, 2025, was $(12.1) million, in comparison to $(19.5) million for the year ended December 31, 2024. The historical results of Frankly, FaZe Media and Complexity are included in discontinued operations.

Yorkville CD conversion and settlement On January 2, 2025, the Company announced that it has extinguished its outstanding convertible note and standby equity purchase agreement with Yorkville Advisors Global L.P. (“Yorkville”). Under the strategic transaction, GameSquare has issued a zero-coupon, 60-day promissory note to Yorkville associated with a prepayment penalty of $0.8 million.

In July 2025, the Company paid $2.1 million, principal and accrued interest, to pay the promissory note in full. Yorkville CD conversion and settlement On January 22, 2025, the Company announced that it extinguished its outstanding convertible note and standby equity purchase agreement with Yorkville Advisors Global L.P. (“Yorkville”).

The increase was related to our acquisition of FaZe on March 7, 2024. As such, there is no revenue is this operating segment in the prior year. 18 Agency Revenue Agency revenue for the year ended December 31, 2024, was $12.1 million, in comparison to $11.5 million for the year ended December 31, 2023. The variance was not significant.

The increase was primarily related to the acquisition of FaZe on March 7, 2024 and FaZe Esports not being included for a full year in the prior year. Agency Revenue Agency revenue for the year ended December 31, 2025, was $26.5 million, in comparison to $12.1 million for the year ended December 31, 2024.

Sources and Uses of Cash Since inception, we have financed our operations primarily by issuing equity and debt. As of December 31, 2024, our principal sources of liquidity were our cash in the amount of $12.1 million, available borrowings under our line of credit as well as new debt and/or equity issuances.

Sources and Uses of Cash Since inception, we have financed our operations primarily by issuing equity and debt. As of December 31, 2025, our principal sources of liquidity were our cash, accounts receivable and digital assets in the amount of $4.6 million, $8.7 million and $6.0 million, respectively.

Investing Activities Net cash provided by investing activities was $2.7 million for the year ended December 31, 2024, consisting primarily of $2.4 million cash acquired in the FaZe Clan acquisition.

Investing Activities Net cash used in investing activities was $60.3 million for the year ended December 31, 2025 primarily due to $57.5 million of digital asset purchases and $4.6 being used in the acquisition of Click. Net cash provided by investing activities was $2.7 million for the year ended December 31, 2024.

These license agreements, generally non-cancellable, without paying a termination penalty, and multiyear, provide the customer with the right to use the Company’s application solely on a Company-hosted platform or, in certain instances, on purchased encoders. The license agreements also entitle the customer to technical support. Revenue from these license agreements is recognized ratably over the license term.

Software-as-a-service The Company enters into license agreements with customers for its gaming and e-sports data platform (Stream Hatchet) and an influencer marketing platform (SideQik). These license agreements, generally non-cancellable, without paying a termination penalty, and multiyear, provide the customer with the right to use the Company’s application solely on a Company-hosted platform or, in certain instances, on purchased encoders.

They work with endemic and non-endemic brands alike, helping them identify their lane and build equity in the constantly changing world of gaming and esports. Code Red Code Red is an authentic esports media agency that is passionate about esports and video games.

All gains and losses on investments in equity securities are recognized in the consolidated statements of operations and comprehensive loss. Equity securities accounted for under the measurement alternative, the Company assesses the securities for impairment indicators, at least annually, or more frequently if there are any indicators of impairment.

The Company assesses the securities for impairment indicators, at least annually, or more frequently if there are any indicators of impairment.

Business combinations The results of businesses acquired in a business combination are included in the Company’s consolidated financial statements from the date of the acquisition. The Company uses the acquisition method of accounting and allocates the purchase price to the identifiable assets and liabilities of the relevant acquired business at their acquisition date fair values.

The Company uses the acquisition method of accounting and allocates the purchase price to the identifiable assets and liabilities of the relevant acquired business at their acquisition date fair values. Any excess consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill.

In instances where the timing of revenue recognition differs from the timing of billing, management has determined the brand sponsorship agreements generally do not include a significant financing component. 24 Content The Company and its talent roster generate and produce original content which the Company monetizes through Google’s AdSense service.

Payment terms and conditions vary, but payments are generally due periodically throughout the term of the contract. In instances where the timing of revenue recognition differs from the timing of billing, management has determined the brand sponsorship agreements generally do not include a significant financing component.

The 2024 period also included $0.5 million expense in change in fair value of contingent consideration related to the disposal of Frankly radio assets on December 29, 2023. Other income and expenses Interest expense, net Interest expense, net for the year ended December 31, 2024 was $0.6 million, in comparison to $0.7 million for the year ended December 31, 2023.

Other income and expenses Interest income (expense), net Interest income (expense), net for the year ended December 31, 2025, was $0.6 million, in comparison to $0.2 million for the year ended December 31, 2024. The increase was due to interest income on the promissory notes from the disposal of Complexity on March 1, 2024.

Operating expenses General and administrative General and administrative expenses for the year ended December 31, 2024, were $25.1 million, in comparison to $13.6 million for the year ended December 31, 2023. The increase was primarily related to our acquisitions of Faze and Engine as discussed above.

Operating expenses General and administrative General and administrative expenses for the year ended December 31, 2025, was $19.6 million, in comparison to $16.3 million for the year ended December 31, 2024.

If the qualitative assessment indicates that it is more likely than not that goodwill is not impaired, further testing is unnecessary. Fair value option for convertible debt The Company elected the Fair Value Option (“FVO”) for recognition of its convertible debt as permitted under ASC 825, Financial Instruments .

If the qualitative assessment indicates that it is more likely than not that goodwill is not impaired, further testing is unnecessary.

Revenue is variable and is earned when the visitor views or “clicks through” on the advertisement. The amount of revenue earned is reported to the Company monthly and is recognized upon receipt of the report of viewership activity. Payment terms and conditions vary, but payments are generally due within 30 to 45 days after the end of each month.

Content The Company and its talent roster generate and produce original content which the Company monetizes through Google’s AdSense service. Revenue is variable and is earned when the visitor views or “clicks through” on the advertisement. The amount of revenue earned is reported to the Company monthly and is recognized upon receipt of the report of viewership activity.

Faze was not part of the prior year comparable results and Engine was included from April 11, 2023 forward. Selling and marketing Selling and marketing expenses for the year ended December 31, 2024, were $9.1 million, in comparison to $6.3 million for the year ended December 31, 2023.

Selling and marketing Selling and marketing expenses for the year ended December 31, 2025, was $5.6 million, in comparison to $5.3 million for the year ended December 31, 2024. The variance between the years was not significant.

Early termination fees are recognized when a customer ceases use of agreed upon services prior to the expiration of their contract. These fees are recognized in full on the date the customer has completed their migration of the Company’s solutions and there is no continuing service obligation to the customer.

These fees are recognized in full on the date the customer has completed their migration of the Company’s solutions and there is no continuing service obligation to the customer. The Company assesses its revenue arrangements against specific criteria in order to determine if it is acting as principal or agent.

Change in fair value of warrant liability Change in fair value of warrant liability gain was $80 thousand for the year ended December 31, 2024, in comparison to gain of $1.0 million for the year ended December 31, 2023. Prior to the Engine acquisition, we did not have any liability measured warrants.

Change in fair value of warrant liability Change in fair value of warrant liability income (expense) for the year December 31, 2025, was $7.4 million, in comparison to $84 thousand for the year December 31, 2024.

Deferred revenue consists of customer advances for Company services to be rendered that will be recognized as income in future periods. Income taxes Income tax on the profit or loss for the periods presented comprises current and deferred tax.

When the Company acts in the capacity of an agent rather than as the principal in a transaction, the revenue recognized is the net amount of commission made by the Company. Deferred revenue consists of customer advances for Company services to be rendered that will be recognized as income in future periods.

Research and development Research and development expenses for the year ended December 31, 2024, were $3.2 million, in comparison to $3.1 million for the year ended December 31, 2023. The increase was the result of an increase in expenses from the operations of Engine that were included in the 2023 period from April 11, 2023 forward.

Research and development Research and development expenses for the year ended December 31, 2025, was $2.0 million, in comparison to $1.9 million for the year ended December 31, 2024. The variance between the periods was not significant.

Arbitration settlement reserve Arbitration settlement reserve was $0.2 million gain for the year ended December 31, 2024, in comparison to gain of $1.0 million for the year ended December 31, 2023. Prior to the Engine acquisition, we did not have an arbitration settlement reserve.

Yield DAT yield revenue for the year ended December 31, 2025, was $1.1 million, in comparison to $0 for the year ended December 31, 2024.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis. 27 Investments Investments in and advances to entities or joint ventures in which the Company has significant influence, but less than a controlling financial interest, are accounted for using the equity method.

Deferred revenue consists of customer advances for Company services to be rendered that will be recognized as income in future periods. 44 Investments Investments in and advances to entities or joint ventures in which the Company has significant influence, but less than a controlling financial interest, are accounted for using the equity method.

The change represents adjusting the arbitration settlement reserve to fair value at the end of the reporting period, primarily driven by changes in our share price . Other income (expense) for the year ended December 31, 2024, was $(8.2) million, in comparison to $(0.1) million for the year ended December 31, 2023.

The loss is primarily driven by the change in unrealized loss of $8.0 million from our investment in ETH fund and change in unrealized loss on digital assets of $4.6 million. Other income (expense), net Other income (expense), net for the year December 31, 2025, was $1.1 million, in comparison to $62 thousand for the year December 31, 2024.

Removed

At completion of the Arrangement Engine Gaming and Media, Inc. changed its name to GameSquare Holdings Inc. 9 Brands FaZe FaZe a digitally native lifestyle and media brand founded and rooted in gaming and youth culture.

Added

GameSquare completed its Merger with FaZe on March 7, 2024, resulting in the Company acquiring all the issued and outstanding securities of FaZe. GameSquare is primarily engaged in the business described above. However, as a secondary strategy, GameSquare is also leveraging sophisticated crypto infrastructure with the intent to generate digital asset yield.

Removed

Frankly Media Frankly Media provides comprehensive advertising products and services, including direct sales and programmatic ad support. 10 Recent Developments Gigamoon CD Conversion As previously disclosed, on November 13, 2024, the Company and Gigamoon entered into a senior secured convertible promissory note in the principal amount of $10 million (the “Gigamoon CD”).

Added

GameSquare has partnered with Dialetic, a crypto-native asset manager, to implement an ETH based treasury strategy. GameSquare’s ETH-focused yield generation strategy is built on top of Dialectic’s proprietary platform Medici, which applies machine learning models, automated optimization, and multi-layered risk controls to generate returns.

Removed

Additionally, all shares previously owned by Yorkville, were purchased by outside investors in block transactions that occurred on January 21, 2025. Gigamoon CD On November 13, 2024, the Company and Gigamoon entered into a senior secured convertible promissory note in the principal amount of $10 million (the “Gigamoon CD”).

Added

Removed

On December 15, 2024, the Company received cash of $10 million from Gigamoon for issuance of the Gigamoon CD. The Gigamoon CD bears an interest rate of 7.5% per annum, which automatically shall be increased to 10.0% in the event of an event of default.

Added

To date, GameSquare has purchased or acquired, directly and indirectly, approximately $63 million ETH and other digital assets, excluding NFTs, to support broader growth initiatives across the Company’s platform. During the year ending December 31, 2025, the Company has sold $2.8 million in digital assets and exchanged $1.8 million of digital assets for acquisition of NFTs.

Removed

The Gigamoon CD has a maturity date of five years from the issuance, unless earlier accelerated upon the occurrence of an event of default upon the election of the holder.

Added

As of December 31, 2025, our total fair market value of our digital assets, including fair value of ETH in our investment with Dialectic, amounted to $47.4 million. The reduction primarily being driven by decline in market value of ETH from purchase date to year end.

Removed

Interest shall accrue as of the issuance date and shall be payable by the Company on (i) each anniversary of such issuance date, and (ii) the earlier of (a) the maturity date and (b) the conversion or exchange of the Gigamoon CD.

Added

GameSquare completed its acquisition of Click, an Australian proprietary limited company on September 11, 2025, resulting in the Company acquiring all the issued and outstanding securities of Click.

Removed

Interest payments under the Gigamoon CD are payable in the Company’s common stock, equal to the quotient of (a) the aggregate amount of any accrued and unpaid interest as of such payment date, and (b) the conversion price of $2.50 per common share.

Added

On February 20, 2026, GameSquare also acquired TubeBuddy, a company with powerful search engine optimization, workflow, analytics, and productivity tools powered by proprietary AI, which are used by creators and digital publishers to grow, manage, and monetize their content. 28 Brands FaZe Esports FaZe Esports a digitally native lifestyle and media brand founded and rooted in gaming and youth culture.

Removed

At the option of the holder, at any time on or after December 31, 2025, or upon an event of default or certain change of control events, the Gigamoon CD can be converted into either (i) GameSquare common stock at a conversion price of $2.50 per common share or (ii) exchanged for the 5,725,000 shares of Series A-1 Preferred Stock of Faze Media Inc. held by the Company.

Added

Removed

Standby Equity Purchase Agreement On July 8, 2024, the Company entered into the Standby Equity Purchase Agreement (“SEPA”) with YA II PN, LTD, a Cayman Islands exempt limited partnership (“Yorkville”), pursuant to which the Company has the right to sell to Yorkville up to $20.0 million of its shares of common stock, par value $0.0001 per share (“Common Stock”), subject to certain limitations and conditions set forth in the SEPA, from time to time during the term of the SEPA.

Added

… 265 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

1 edited+1 added−0 removed3 unchanged

2024 filing

2025 filing

Biggest changeForeign currency risk Our exposure to the risk of changes in foreign exchange rates relates primarily to fluctuations of financial instruments related to cash, accounts and other receivables, and accounts payable denominated in Euros, UK pound sterling as well as debt denominated in Canadian dollars. 29

Biggest changeForeign currency risk Our exposure to the risk of changes in foreign exchange rates relates primarily to fluctuations of financial instruments related to cash, accounts receivables and accounts payable denominated in Euros, UK pound sterling and Australian dollars, as well as debt denominated in Canadian dollars.

Added

Digital asset risk Risk in the fair value of our Ethereum and other digital assets. We are exposed to fair value risk with respect to our ETH and other digital asset holdings. 46

Top changes in GameSquare Holdings, Inc.'s 2025 10-K

Item 1. Business

Item 1C. Cybersecurity

Item 2. Properties

Item 3. Legal Proceedings

Item 4. Mine Safety Disclosures

Item 5. Market for Registrant's Common Equity

Item 7. Management's Discussion & Analysis

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Other GAME 10-K year-over-year comparisons