20. Commitments and contingencies

Contingencies

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. 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 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.

SPAC Complaint – In June 2024, a complaint was filed in Delaware Chancery Court by Nathan Carter (“Plaintiff” ), a purported stockholder of B. Riley Principal 150 Merger Corp. (“BRPM”),  against several former directors of BRPM, Faze Holdings, Inc.’s predecessor, and several other BRPM affiliated entities, challenging the disclosures made in connection with the July 2022 merger between BRPM and Faze Holdings. The Company is required to indemnify certain of the defendants due to its subsequent acquisition of FaZe Holdings. As previously reported, the Company, the Plaintiff and the defendants entered into a settlement agreement in February 2025 (the “Settlement Agreement”) pursuant to which the parties agreed to terms resolving the matter, which were later approved by the Court of Chancery. Under the Settlement Agreement, the Company and BRPM agreed to pay to Plaintiff a total of $3.25 million in cash, $2.15 million of which the Company had the option to pay in the form of shares of its Common Stock in lieu of cash. As of the date of this Annual Report, the Company and BRPM have made the required settlement payment amounts in cash in full, and as a result the litigation has been resolved.

Reid v. 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. 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.

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.

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. 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. 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.

Newsweek Settlement

On August 25, 2025, GameSquare entered into a Settlement Agreement by and among the Company, its subsidiary, Frankly Media, and Newsweek to resolve certain claims and disputes between the Company and Frankly Media on the one hand, and Newsweek on the other, Litigation related to their respective obligations under a Advertising Agreement.

The Settlement Agreement did not give rise to any new or incremental payment obligations beyond amounts previously owed under the Advertising Agreement. Rather, it memorialized and restructured the Company’s and Frankly Media’s existing payment obligations, which totaled $3,236,663.76 as of the settlement date. That amount is payable through an initial payment of $500,000 upon execution of the Settlement Agreement, followed by monthly installments of $250,000 through June 1, 2026, with the final payment adjusted to reflect the remaining outstanding balance. The Company and Frankly Media also agreed to remit to Newsweek any advertising revenues generated under the Advertising Agreement but not previously remitted as of June 30, 2025.

In addition, the Company agreed that, if it raises debt or equity financing, it will make supplemental payments of $500,000 for each $10 million of financing received, up to full satisfaction of the obligations under the Settlement Agreement. The Company has guaranteed the obligations of Frankly Media under the Settlement Agreement, and in the event of a breach or default, the entire remaining balance of the debt will become immediately due and payable.

Commitments

In August and September 2025, the Company entered into an agency services agreement with Anime Foundation. The agreements contain a requirement that the Company acquire $1.5 million of ANIME tokens in the open market. In September and October 2025, $0.5 million or 33.7 million ANIME tokens were purchased in the open market as partial fulfillment required under the contract. As of December 31, 2025, an additional $1 million was outstanding under this commitment. The remaining ANIME tokens were purchased in February and March 2026. No remaining commitment is outstanding.