GameSquare Holdings, Inc. 8-K

What Happened

• GameSquare Holdings, Inc. filed an 8-K on December 31, 2025 reporting that Lou Schwartz resigned from all positions with the company (including Chairman of the Board and President), effective December 31, 2025.
• The company entered a Separation Agreement with Schwartz that provides cash payments, accelerated equity vesting, future stock options, COBRA coverage, indemnification and an advisory arrangement beginning January 1, 2026 through July 31, 2026.
• The Board immediately appointed Justin Kenna (the company’s CEO since January 2021) to serve as Chairman of the Board, effective December 31, 2025.

Key Details

• Cash: $250,000 total paid to Schwartz & Associates, P.C.; $70,000 paid on execution and $180,000 paid in six equal installments of $30,000 between Jan 15, 2026 and Mar 30, 2026. Payments will be reported as non-employee compensation on Form 1099.
• Accelerated equity: 174,324 restricted stock units (RSUs) were immediately vested and deemed issued as of the termination date.
• Options: The company will issue vested options to acquire 653,570 shares within ten business days following certain corporate actions; options carry a five-year exercise period under the 2024 Stock Incentive Plan.
• Other: Company will pay COBRA premiums for up to nine months; it agreed to indemnify Schwartz (including advancement of legal fees) for claims related to his service; Schwartz will serve as an advisor through July 31, 2026. The resignation was not due to any disagreement with management or the Board.

Why It Matters

• Immediate cash and equity effects: the company will record a $250,000 separation payment and has accelerated issuance of 174,324 RSUs; issuance and potential exercise of 653,570 options could increase share count (potential dilution up to 827,894 shares if options are exercised).
• Leadership continuity: CEO Justin Kenna will also serve as Chairman, consolidating leadership roles—this is a governance change investors should note for oversight and strategy continuity.
• Legal and expense exposure: the company’s indemnification and COBRA obligations create short-term cash/benefit commitments and confirm support for Schwartz in ongoing shareholder litigation.