Welcome to our dedicated page for Motorsport Games SEC filings (Ticker: MSGM), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Motorsport Games Inc. filings document the regulatory record for a Nasdaq-listed racing game developer and publisher with Class A common stock and warrant-related capital-structure matters. Recent Form 8-K reports cover operating and financial results, Regulation FD presentations, material agreements, a revolving credit facility, employment and compensation arrangements, and shareholder approvals affecting warrant exercisability.
Proxy materials and related 8-K disclosures describe annual meeting procedures, director elections, equity incentive plan proposals, auditor ratification, stockholder voting mechanics, quorum matters, and governance items. The filings also provide formal disclosure around share repurchase activity, rights of security holders, Nasdaq rules, and risk and covenant terms tied to financing agreements.
Motorsport Games Inc. updated its governance framework on July 22, 2026, when the Board adopted Amended and Restated Bylaws. The changes give the Board or meeting chair broad authority over the conduct of stockholder meetings, including setting agendas, limiting attendance and participation, managing questions, restricting recordings, controlling poll timing, and adjourning or recessing meetings when considered appropriate. The Board may also postpone or cancel stockholder meetings by public notice.
The bylaws expand advance notice requirements for stockholder nominations and other business. Notices generally must be delivered between 90 and 120 days before the prior year’s meeting anniversary and include detailed disclosures about share ownership, derivatives, agreements, plans or proposals, relationships with the company, and certain legal proceedings. Stockholders must update information around the record date and shortly before the meeting and may be required to provide verification on request. Director nominees must complete company questionnaires, make written representations on commitments, compensation, and legal eligibility, submit to interviews, and agree to comply with company policies and securities laws, including Rule 14a-19 proxy-solicitation standards. The same nomination rules apply when directors are elected at special stockholder meetings, and the bylaws specify who may call and how to notice special meetings of the Board of Directors.
Motorsport Games Inc. approved a Preferred Stock Rights Agreement, adopting a limited-duration stockholder rights plan and declaring a dividend of one Right for each outstanding share of Class A common stock to holders of record on August 3, 2026.
Each Right lets its holder buy one one‑thousandth of a share of Series A Participating Preferred Stock at a $25.00 purchase price if a person or group, excluding specified exempt and grandfathered holders, reaches 12.5% beneficial ownership or commences a qualifying tender offer. Triggering events activate “flip‑in” and “flip‑over” features that allow other holders to acquire stock valued at twice the purchase price, voiding Rights held by any Acquiring Person. The Board may redeem Rights for $0.001 per Right or exchange them for common stock, and the plan expires at 5:00 p.m. New York City time on July 20, 2027. The Board states it adopted the plan to protect stockholders during perceived undervaluation and recent share accumulations, and not in response to a specific takeover bid.
Motorsport Games Inc. reported insider buying by investment entities associated with Red Oak Partners, LLC. On July 1–2, 2026, The Red Oak Fund, LP and The Red Oak Long Fund, LP together purchased 15,937 shares of Class A common stock in open-market transactions.
The reported weighted average prices were about $4.14 and $4.07 per share, with actual trades ranging from $3.94 to $4.25. After these purchases, The Red Oak Fund, LP held 295,881 shares and The Red Oak Long Fund, LP held 162,700 shares, all reported as indirect holdings through Red Oak Partners, LLC, which disclaims beneficial ownership beyond its pecuniary interest.
Motorsport Games Inc. reported that investment entities affiliated with Red Oak Partners, LLC bought additional Class A common stock in open-market transactions. On June 30, 2026, The Red Oak Long Fund, L.P. purchased 9,865 shares at a weighted average price of $3.953 per share, bringing its holdings to 157,033 shares. On the same date, The Red Oak Fund, L.P. purchased 17,879 shares at a weighted average price of $3.953, increasing its holdings to 285,611 shares. The transactions are reported as indirect ownership, and the reporting persons disclaim beneficial ownership beyond their pecuniary interest.
Motorsport Games Inc. filed an initial ownership report showing that Red Oak Partners, LLC is a ten percent owner with indirect holdings of Class A common stock. The filing lists 157,033 shares held by The Red Oak Long Fund, L.P. and 285,611 shares held by The Red Oak Fund, L.P. Red Oak Partners serves as general partner of both funds, and the footnotes state that each reporting person disclaims beneficial ownership of these securities except to the extent of any pecuniary interest.
Motorsport Games Inc. ownership update: Red Oak Partners, LLC and affiliated funds report beneficial ownership of 442,644 shares of Class A common stock, representing 10.6% of the class, as stated in this amended Schedule 13G/A filed by David Sandberg.
The filing breaks the total into holdings by the Funds: Red Oak Fund owns 285,611 shares (6.8%) and Red Oak Long Fund owns 157,033 shares (3.8%). The Reporting Persons state shared voting and dispositive power for these shares and disclaim beneficial ownership beyond directly held shares.
Motorsport Games Inc. filed a Form 3 for Peter Hansen-Chambers, who is listed as Chief Financial Officer. The filing shows no reported purchases, sales, or other transactions in the company’s securities, indicating a position-only disclosure without recent trading activity.
Motorsport Games Inc. appointed its Chief Executive Officer and President, Stephen Hood, to the Board of Directors and increased the Board size to five members. His appointment is effective immediately.
Hood will serve as a Class II director with a term expiring at the 2028 annual meeting of stockholders. He will continue under his existing employment agreement without additional director compensation. The company states there are no family relationships with other directors or officers and no related-party transactions requiring disclosure.
Motorsport Games Inc. is reshaping its finance leadership. The company is appointing Peter Hansen-Chambers as Chief Financial Officer effective July 1, 2026, while current CFO Stanley Beckley will transition to a new role as Chief Accounting and Compliance Officer on the same date.
Hansen-Chambers will receive an annual base salary of 240,000 pound sterling, with an annual bonus target of 25% of salary and potential equity awards. Beckley’s amended agreement sets his annual base salary at $250,000 and includes a $7,000 signing bonus, along with a general release related to changes in his employment terms.
Motorsport Games Inc. entered into amendments to its credit facilities with Citibank, N.A. The company signed an Amendment to its Business Loan Agreement, which changes an affirmative covenant by revising the definition of the Fixed Charge Coverage Ratio so that the company’s cash interest expenses are added to the ratio’s denominator.
The company and Citibank also amended the related Promissory Note, extending its maturity date from February 20, 2027 to February 20, 2028. These changes affect the terms and covenant calculations of Motorsport Games’ existing revolving line of credit rather than creating a new facility.