Major Motorsport Games (NASDAQ: MSGM) holder sells 904K shares to issuer

Rhea-AI Filing Summary

Motorsport Games Inc. disclosed that an entity associated with major shareholder Mike Zoi, Driven Lifestyle Group LLC, completed an open-market-equivalent sale of 904,395 shares of Class A common stock at $4.11 per share in a privately negotiated off-market transaction.

The transaction was executed on the basis of a Share Repurchase Agreement between the issuer and Driven Lifestyle Group LLC. After this sale, the reporting person’s ownership stands at 254,453 shares, representing 5.0% of Motorsport Games’ equity and reflecting a substantial reduction from prior holdings.

Insights

Equity ownership and governance analyst

Large negotiated sale cuts a major holder’s stake to 5%.

The filing shows Driven Lifestyle Group LLC, associated with Mike Zoi, selling 904,395 Class A shares at $4.11 per share through a privately negotiated off‑market transaction under a Share Repurchase Agreement with Motorsport Games Inc..

Following the sale, the holder remains at 254,453 shares, described as 5.0% ownership. This indicates a significant reduction in a previously larger position, while still leaving a notable stake. Because the transaction is structured as an issuer repurchase, effects on trading liquidity and ownership concentration will be clarified by future company disclosures.

Insider Trade Summary

Net Seller: 904,395 shares ($3,717,063)

Net Sell 1 txn

Insider ZOI MIKE

Role null

Sold 904,395 shs ($3.72M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	904,395	$4.11	$3.72M

Holdings After Transaction: Class A Common Stock — 254,453 shares (Indirect, By Driven Lifestyle Group LLC)

Footnotes (1)

1. Represents shares of the Issuer's Class A common stock sold on April 23, 2026 by the reporting person in a privately-negotiated off-market transaction pursuant to the Share Repurchase Agreement, dated as of April 22, 2026, by and between the reporting person and the Issuer. After the reporting person's sale reported on this Form 4, the reporting person's ownership is 5.0%. These shares are owned directly by Driven Lifestyle Group LLC, and indirectly by Mike Zoi as Manager of Driven Lifestyle Group LLC.

Key Figures

Shares sold: 904,395 shares Sale price: $4.11 per share Shares held after transaction: 254,453 shares +1 more

4 metrics

Shares sold 904,395 shares Class A Common Stock sold on April 23, 2026

Sale price $4.11 per share Privately negotiated off-market transaction

Shares held after transaction 254,453 shares Indirect ownership via Driven Lifestyle Group LLC

Post-transaction ownership percentage 5.0% Ownership percentage after reported sale

Key Terms

Share Repurchase Agreement, privately-negotiated off-market transaction, ten percent owner, Class A common stock

4 terms

Share Repurchase Agreement financial

"pursuant to the Share Repurchase Agreement, dated as of April 22, 2026"

A share repurchase agreement is a contract where a company agrees to buy back its own shares from existing holders under specified terms, such as price and timing. For investors this matters because buying back shares reduces the number of shares available, which can increase earnings per share and raise the value of remaining shares, but it also uses the company’s cash—similar to a store buying back products to shrink supply and potentially lift prices.

privately-negotiated off-market transaction financial

"sold on April 23, 2026 by the reporting person in a privately-negotiated off-market transaction"

ten percent owner financial

"the reporting person is indicated as a ten percent owner"

Class A common stock financial

"Represents shares of the Issuer's Class A common stock sold on April 23, 2026"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

ZOI MIKE

(Last) (First) (Middle)

C/O MOTORSPORT GAMES INC,

3350 SW 148TH AVENUE, SUITE 207,

(Street)

MIRAMAR, FLORIDA 33027

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Motorsport Games Inc. [ MSGM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/23/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	04/23/2026		S		904,395(1)	D	$4.11	254,453(2)	I	By Driven Lifestyle Group LLC(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares of the Issuer's Class A common stock sold on April 23, 2026 by the reporting person in a privately-negotiated off-market transaction pursuant to the Share Repurchase Agreement, dated as of April 22, 2026, by and between the reporting person and the Issuer.

2. After the reporting person's sale reported on this Form 4, the reporting person's ownership is 5.0%.

3. These shares are owned directly by Driven Lifestyle Group LLC, and indirectly by Mike Zoi as Manager of Driven Lifestyle Group LLC.

	/s/ Mike Zoi	04/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Motorsport Games (MSGM) report for Mike Zoi?

Motorsport Games reported that an entity associated with major shareholder Mike Zoi, Driven Lifestyle Group LLC, sold 904,395 shares of Class A common stock at $4.11 per share in a privately negotiated off‑market deal under a Share Repurchase Agreement with the company.

How many Motorsport Games (MSGM) shares did the major holder sell and at what price?

Driven Lifestyle Group LLC, associated with Mike Zoi, sold 904,395 shares of Motorsport Games Class A common stock. The Form 4 states the sale price was $4.11 per share in a privately negotiated off‑market transaction executed on April 23, 2026, under a Share Repurchase Agreement.

What is Mike Zoi’s ownership in Motorsport Games (MSGM) after this Form 4 sale?

After the reported transaction, the filing states the reporting person’s ownership is 5.0%. The Form 4 shows 254,453 shares of Class A common stock held indirectly through Driven Lifestyle Group LLC, indicating a reduced but still meaningful ownership position in Motorsport Games.

Who actually holds the Motorsport Games (MSGM) shares involved in this transaction?

The shares are held directly by Driven Lifestyle Group LLC and indirectly by Mike Zoi as its Manager. The Form 4 notes the entity executed the sale under a Share Repurchase Agreement with Motorsport Games, clarifying that the holdings and transaction run through this LLC structure.

Was the Motorsport Games (MSGM) insider transaction an open-market trade or a special deal?

The filing describes the event as a sale in a privately negotiated off‑market transaction, not a typical exchange trade. It was completed pursuant to a Share Repurchase Agreement dated April 22, 2026, between Driven Lifestyle Group LLC and Motorsport Games Inc. as counterparty.