A group of related reporting persons led by John C. Goff filed Amendment No. 7 to their Schedule 13D on November 6, 2026, disclosing that their beneficial ownership in GameSquare Holdings, Inc. fell below 5% solely due to dilution from additional Common Stock issued by the company on October 26, 2026.

Key Highlights

  • Triggering event: GameSquare Holdings issued additional Common Stock on October 26, 2026, in connection with the closing of transactions under a Contribution Agreement dated September 8, 2026, reducing the Reporting Persons' percentage ownership below 5%.
  • John C. Goff ownership: John C. Goff beneficially owns 595,686 shares, representing 3.3% of the class, all held with shared voting and dispositive power.
  • Travis Goff ownership: Travis Goff beneficially owns 67,142 shares, representing 0.4% of the class, held with sole voting and dispositive power.
  • JCG 2016 Holdings, LP: Holds 568,033 shares (3.1%), including 512,812 shares of record and 55,221 warrants currently exercisable for Common Stock.
  • Shares outstanding: The filing states 18,131,385 shares of Common Stock were outstanding immediately following the October 26, 2026 closing.
  • No open-market transactions: The filing states the ownership reduction was caused solely by dilution from the issuance of additional Common Stock, not by any sale by the Reporting Persons.

Goff Group Ownership Reduced by GameSquare Dilution, Not by Sales

The seven Reporting Persons, including John C. Goff, Travis Goff, John C. Goff 2010 Family Trust, Goff Capital, Inc., Goff Family Investments, LP, JCG 2016 Management, LLC, and JCG 2016 Holdings, LP, filed this amendment to report a reduction in their collective percentage below 5%. According to the filing, the reduction was not the result of any disposition of shares by the Reporting Persons, but rather "solely as a result of the dilution due to the issuance of additional Common Stock by the Issuer" announced on October 26, 2026, in connection with the closing under a Contribution Agreement dated September 8, 2026.

As reported in the filing, JCG 2016 Holdings, LP is the record holder of 512,812 shares of Common Stock and 55,221 warrants currently exercisable for Common Stock, representing approximately 3.1% of shares outstanding. Travis Goff is the record holder of 50,052 shares of Common Stock, options exercisable for 16,415 shares, and warrants exercisable for 675 shares, for a total of 67,142 shares beneficially owned at 0.4%. John C. Goff's 595,686 shares represent 3.3%, all with shared rather than sole voting and dispositive power, attributable through the John C. Goff 2010 Family Trust and related entities.

The percentage calculations in the filing are based on 18,131,385 shares of Common Stock outstanding immediately following the October 26, 2026 closing, plus the warrants and options held by the Reporting Persons as described. This Amendment No. 7 amends and supplements a Schedule 13D originally filed on April 20, 2023, and six prior amendments. GameSquare Holdings, Inc. is listed on NASDAQ:GAME, as reflected on the filing cover, with principal executive offices at 6775 Cowboys Way, Ste. 1335, Frisco, Texas 75034.

What Was Disclosed

The Goff-affiliated group filed Amendment No. 7 to their Schedule 13D to report that dilution from GameSquare's October 26, 2026 stock issuance reduced each Reporting Person's beneficial ownership percentage below 5%, with no shares sold by any Reporting Person.