FORM 4
☐

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person *
Schwartz Louis
 2. Issuer Name and Ticker or Trading Symbol
GameSquare Holdings, Inc. [GAME] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and Chairman
(Last)
(First)
(Middle)

C/O GAMESQUARE HOLDINGS, INC., 6775 COWBOYS WAY, STE. 1335		 3. Date of Earliest Transaction (Month/Day/Year)
07/11/2025
(Street)

FRISCO, TX 75034
(City)
(State)
(Zip)
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing
(Check applicable line)

__X__ Form Filed by One Reporting Person
_____ Form Filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)

2. Transaction Date (Month/Day/Year)

2A. Deemed Execution Date, if any (Month/Day/Year)

3. Transaction Code (Instr. 8)

4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)

6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

Amount

(A) or (D)

Price



Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Options to Purchase Common Stock (1)

$1.807/11/2025 A 1,045,712   (3) 07/11/2030

Common Stock

1,045,712 $ 0 (1) 1,179,735D 

Restricted Stock Units (1)

(2) 07/11/2025 A 464,863   (3)   (3)

Common Stock

464,863 $ 0 (1) 464,863D 

Explanation of Responses:
1.

The grant was made pursuant to the Issuer's Amended and Restated Omnibus Equity Incentive Plan ("Omnibus Plan").

2.

Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.

3.

On July 11, 2025 (the "Grant Date"), the Reporting Person was granted (i) options to purchase an aggregate of 1,045,712 shares of the Issuer's common stock and (ii) 464,863 restricted stock units ("RSUs"), each representing a contingent right to receive one share of the Issuer's common stock. The grants were made as part of the Issuer's long-term incentive program and vest as follows: 25% on the Grant Date, 37.5% on the first anniversary of the Grant Date, and 37.5% on the second anniversary of the Grant Date.



Signatures

/s/ Louis Schwartz

07/15/2025
** Signature of Reporting PersonDate
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