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. 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.
Motorsport Games Inc. reports a Schedule 13G showing beneficial ownership by Red Oak-related filers totaling 227,786 shares of Class A common stock. The filing states that Red Oak Partners, LLC and David Sandberg may be deemed to beneficially own 227,786 shares (representing 5.5% of Class A). The filing breaks this down as 146,734 shares held by Red Oak Fund (3.5%) and 81,052 shares held by Red Oak Long Fund (1.9%), with shared voting and dispositive power reported for the 227,786 shares.
Motorsport Games Inc. implemented previously approved amendments to its charter and bylaws, effective May 24, 2026. A holder of at least two thirds of the voting power had earlier delivered written consent approving these changes, and an information statement on Schedule 14C was sent to stockholders.
The amendments now allow the Board of Directors or a simple majority of outstanding voting shares to alter, amend or repeal the bylaws and certain charter provisions. They also require that any action by stockholders be taken only at a duly called annual or special meeting, eliminating the ability of stockholders to act by written consent.
Motorsport Games Inc. reported stronger results for the quarter ended March 31, 2026, with revenue of $4.0M, up 129.3% from a year earlier, driven mainly by its Le Mans Ultimate franchise. Gross profit rose to $3.5M, and the company generated net income attributable to Motorsport Games of $0.3M, or $0.06 per diluted share.
Operating cash flow improved to $1.65M, lifting cash and cash equivalents to $5.9M at quarter-end, and management expects available cash and cash from operations to fund the business for at least 12 months. Le Mans Ultimate accounted for roughly 76% of revenue, and two customers provided most sales, highlighting continued concentration risk.
After quarter-end, the company repurchased 904,395 Class A shares from Driven Lifestyle at $4.11 per share, which triggered cancellation of all Class B shares and reduced Driven Lifestyle’s voting power. Stockholders also approved the exercisability of 949,310 previously issued warrants and expanded the 2021 equity plan to 600,000 shares, while Citibank extended the maturity of a $3.0M revolving credit facility to February 20, 2028.
Motorsport Games reported strong first quarter 2026 results, with revenue rising to about $4.0 million from $1.8 million a year earlier, an increase of 129.3%. Gross profit grew to $3.5 million, lifting gross margin to 87.2% from 73.5%.
Net income was about $1.0 million, similar to last year, while Adjusted EBITDA improved to $1.5 million from $0.6 million. Net income attributable to Class A shares was $0.06 per share versus $0.33, reflecting a higher share count and non‑controlling interest.
The company highlighted momentum from its Le Mans Ultimate title and RaceControl subscription platform and noted average positive operating cash flow of roughly $0.5 million per month in the quarter. It also secured a $3.0 million revolving credit line and repurchased 904,395 Class A shares for about $3.7 million, while extending a Citibank loan maturity to February 20, 2028.
The Board and the Majority Stockholder of Motorsport Games Inc. approved amendments replacing several 66-2/3% supermajority vote requirements with a simple majority standard and removing stockholder written-consent actions. The changes cover the Certificate of Incorporation and Bylaws and are expected to become effective on May 24, 2026, following the expiration of the 20-day furnishing period and closing of a Share Repurchase Agreement that closed on April 23, 2026. As of the Record Date, there were 5,078,450 shares of Class A and 700,000 shares of Class B outstanding. The Majority Stockholder held voting power that represented 67.55% of total voting power as of the Record Date.
Motorsport Games Inc. received a major share repurchase from a key holder. On April 23, 2026, Driven Lifestyle Group LLC sold 904,395 shares of Class A common stock back to the company under a privately negotiated Share Repurchase Agreement. Following this transaction, Driven Lifestyle and Mike Zoi together beneficially own 254,453 Class A shares, representing about 5.0% of the outstanding Class A stock, with shared voting and dispositive power. As part of the deal, 700,000 shares of Class B common stock tied to IPO-acquired Class A shares were cancelled, so the reporting persons no longer hold any Class B shares. A previously adopted Rule 10b5-1 trading plan covering 1,480,385 Class A shares was also terminated on April 23, 2026.
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.