Are there related-party transactions involving Stephen Hood at Motorsport Games (MSGM)?

Motorsport Games states there are no transactions involving Stephen Hood that require disclosure under Item 404(a) of Regulation S-K. This indicates the company does not report material related-party dealings tied to his appointment or current roles.

Motorsport Games adds CEO Stephen Hood to board

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.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

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.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Board size after change: 5 directors Director term endpoint: 2028 annual meeting Par value per share: $0.0001 par value

3 metrics

Board size after change 5 directors Board increased to five individuals on June 25, 2026

Director term endpoint 2028 annual meeting Class II director term for Stephen Hood

Par value per share $0.0001 par value Class A common stock description

Key Terms

Class II director, emerging growth company, Item 404(a) of Regulation S-K

3 terms

Class II director financial

"appointed Stephen Hood ... to serve on the Board, effective immediately, as a Class II director for a term expiring at the 2028 annual meeting"

A class II director is a member of a company’s board who belongs to one of several staggered groups of directors, each group standing for election in different years. For investors, this matters because staggered terms slow wholesale board turnover—like rotating members of a neighborhood committee—making sudden changes in control or strategy harder and affecting how quickly shareholders can influence corporate direction.

emerging growth company regulatory

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ... Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Item 404(a) of Regulation S-K regulatory

"There are no transactions involving Mr. Hood that would require disclosure pursuant to Item 404(a) of Regulation S-K."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What board change did Motorsport Games (MSGM) announce in this 8-K?

Motorsport Games increased its Board of Directors to five members and appointed CEO and President Stephen Hood as a director. His appointment is effective immediately and aligns management leadership with board oversight without changing his existing compensation terms.

What is Stephen Hood’s board role and term at Motorsport Games (MSGM)?

Stephen Hood was appointed as a Class II director on Motorsport Games’ Board. His term runs until the 2028 annual meeting of stockholders, when Class II directors are scheduled for re-election, unless he departs earlier under the company’s bylaws.

Will Stephen Hood receive extra compensation for joining the Motorsport Games (MSGM) board?

Stephen Hood will not receive additional compensation for serving as a director. He will continue to be compensated solely under his existing employment agreement as Chief Executive Officer and President, so the appointment does not add incremental pay obligations.

Does Stephen Hood have family relationships with other Motorsport Games (MSGM) leaders?

The company reports no family relationships between Stephen Hood and any other directors or executive officers. This suggests his appointment was not based on family ties, supporting standard corporate governance and independence considerations around board composition.

Was Stephen Hood’s selection to the Motorsport Games (MSGM) board based on any arrangement?

Motorsport Games states there is no arrangement or understanding with any person under which Stephen Hood was selected as a director. The filing emphasizes that his appointment was not driven by side agreements or similar commitments.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/26/2026 - 04:00 PM EDT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 25, 2026

Motorsport Games Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-39868	86-1791356
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

3350 SW 148^th Avenue, Suite 207
Miramar, FL		33027
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (305) 413-0812

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, $0.0001 par value per share

MSGM

The Nasdaq Stock Market LLC

(The Nasdaq Capital Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 25, 2026, the Board of Directors (the “Board”) of Motorsport Games Inc. (the “Company”) increased the size of the Board to five individuals and appointed Stephen Hood, the Company’s Chief Executive Officer and President, to serve on the Board, effective immediately, as a Class II director for a term expiring at the 2028 annual meeting of stockholders and until his successor is elected and qualified or until his earlier death, resignation or removal or as otherwise provided in the bylaws of the Company.

There is no arrangement or understanding between Mr. Hood and any other person pursuant to which Mr. Hood was selected as a director, and there are no family relationships between Mr. Hood and any of the Company’s other directors or executive officers. Mr. Hood will continue to be compensated pursuant to his existing employment agreement and will not receive additional compensation for his service as a director. There are no transactions involving Mr. Hood that would require disclosure pursuant to Item 404(a) of Regulation S-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Motorsport Games Inc.

Date: June 26, 2026	By:	/s/ Stephen Hood
		Stephen Hood
		Chief Executive Officer and President

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents