Motorsport Games (NASDAQ: MSGM) awards CEO 100,000 RSUs vesting in 1 year

Rhea-AI Filing Summary

HOOD STEPHEN reported acquisition or exercise transactions in this Form 4 filing.

Motorsport Games Inc. reported that Chief Executive Officer and director Stephen Hood received a grant of 100,000 restricted stock units (RSUs) tied to Class A Common Stock on 2026-07-30. The RSUs vest 33,333 shares on the grant date, 33,333 on the earlier of six months after grant or a Change of Control, and 33,334 on the earlier of one year after grant or a Change of Control, in each case subject to his continued service. The filing shows direct ownership of 100,000 shares following this grant.

Insider Trade Summary

Net Buyer: 100,000 shares

Net Buy 1 txn

Insider HOOD STEPHEN

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock F1	100,000	$0.00	$0.00

Holdings After Transaction: Class A Common Stock — 100,000 shares (Direct)

Footnotes (1)

1. F1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A Common Stock. The RSUs vest as follows: (i) 33,333 shares on the date of grant; (ii) 33,333 shares vest on the earlier of the 6-month anniversary of the grant or upon the occurrence of a Change of Control (as defined in the Amended and Restated 2021 Equity Incentive Plan); and (iii) 33,334 shares vest on the earlier of the one-year anniversary of the grantor upon the occurrence of a Change of Control, subject to the Mr. Hood's continued service through the applicable vesting date.

Key Figures

RSU grant size: 100,000 shares of Class A Common Stock Immediate vesting tranche: 33,333 shares Six-month or Change of Control tranche: 33,333 shares +1 more

4 metrics

RSU grant size 100,000 shares of Class A Common Stock Grant to CEO Stephen Hood with transaction date 2026-07-30

Immediate vesting tranche 33,333 shares RSUs that vest on the grant date

Six-month or Change of Control tranche 33,333 shares Vest on earlier of six-month anniversary of grant or a Change of Control

One-year or Change of Control tranche 33,334 shares Vest on earlier of one-year anniversary of grant or a Change of Control

Key Terms

restricted stock unit, Change of Control, Amended and Restated 2021 Equity Incentive Plan

3 terms

restricted stock unit financial

"Each restricted stock unit ("RSU") represents a contingent right to receive one share"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

Change of Control regulatory

"33,333 shares vest on the earlier of the 6-month anniversary of the grant or upon the occurrence of a Change of Control"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

Amended and Restated 2021 Equity Incentive Plan financial

"Change of Control (as defined in the Amended and Restated 2021 Equity Incentive Plan)"

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

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Available on EDGAR 08/03/2026 - 08:59 PM Accepted by SEC EDGAR 08/03/2026 - 08:59 PM Learn about SEC filing dates

FAQ

What insider transaction did Motorsport Games (MSGM) report for CEO Stephen Hood?

Motorsport Games reported that CEO Stephen Hood received a grant of 100,000 restricted stock units tied to Class A Common Stock on 2026-07-30. The award is equity compensation and was reported at $0.00 per share, not as an open-market purchase or sale.

How many Motorsport Games (MSGM) shares are covered by Stephen Hood's RSU award?

Stephen Hood’s award covers 100,000 restricted stock units, each representing a contingent right to receive one share of Class A Common Stock. The RSUs vest in three tranches over up to one year, or earlier upon a qualifying Change of Control, subject to his continued service.

What is the vesting schedule for Stephen Hood's 100,000 RSUs at Motorsport Games (MSGM)?

The RSUs vest in three parts: 33,333 shares on the grant date, 33,333 shares on the earlier of six months after grant or a Change of Control, and 33,334 shares on the earlier of one year after grant or a Change of Control, subject to continued service.

What triggers accelerated vesting of Stephen Hood's RSUs at Motorsport Games (MSGM)?

The second and third RSU tranches can vest early upon a Change of Control as defined in the Amended and Restated 2021 Equity Incentive Plan. Each of those tranches vests on the earlier of its time-based anniversary or the occurrence of such a Change of Control.

Does Stephen Hood's Form 4 for Motorsport Games (MSGM) reflect an open-market trade?

No. The Form 4 reports a grant/award acquisition of 100,000 restricted stock units at a reported price of $0.00 per share. This is stock-based compensation, not a purchase or sale of shares on the open market.

What ownership position is reported for Stephen Hood after this Motorsport Games (MSGM) grant?

Following the RSU grant, the Form 4 shows direct ownership of 100,000 shares of Class A Common Stock associated with this award. This reflects the reported position after the transaction and does not address any other holdings outside this specific filing.

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

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^*

HOOD STEPHEN

(Last) (First) (Middle)

C/O 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/30/2026

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	07/30/2026		A		100,000(1)	A	$0	100,000	D

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. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A Common Stock. The RSUs vest as follows: (i) 33,333 shares on the date of grant; (ii) 33,333 shares vest on the earlier of the 6-month anniversary of the grant or upon the occurrence of a Change of Control (as defined in the Amended and Restated 2021 Equity Incentive Plan); and (iii) 33,334 shares vest on the earlier of the one-year anniversary of the grantor upon the occurrence of a Change of Control, subject to the Mr. Hood's continued service through the applicable vesting date.

Remarks:

Exhibit List: Exhibit 24.1 - Power of Attorney

	/s/ Stephen Hood	08/03/2026
	** 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)