MSG Rangers completes spin-off at 1 share for every 2

Certain future ownership, location and asset transfers involving the Rangers will require NHL consent, subject to exceptions.

Rhea-AI Filing Summary

MSGS Spinco, Inc., renamed MSG Rangers Corp. (MSGR), became a separately distributed company when MSG Knickerbockers Corp. (MSG Knicks) distributed all its issued and outstanding shares on October 26, 2026. Holders of MSG Knicks Class A and Class B shares of record on October 20 received one share of the corresponding MSGR class for every two MSG Knicks shares. The distribution included 9,794,568 Class A shares and 2,264,754 Class B shares, plus 46,005 Class A shares in respect of non-employee director restricted stock units. Fractional shares were converted to cash and paid to stockholders.

An agreement with the NHL requires consent, subject to exceptions, for future transfers of Rangers ownership, the Rangers’ location, and certain other asset or ownership transfers; the parties also agreed to release NHL entities from claims. Effective with the distribution, the company changed its name to MSG Rangers Corp. and approved an executive deferred compensation plan with no company contributions.

Filing Explained

When the distribution was completed, registration-rights agreements with the Charles F. Dolan Children Trusts and the Dolan Family Affiliates, and a standstill agreement with the Dolan Family Group, also became effective; this filing identifies the agreements but refers to the Form 10 for their terms.

8-K Event Classification

5 items: 1.01, 5.02, 5.03, 8.01, 9.01

5 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

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.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Distribution ratio: 1 MSGR share for every 2 MSG Knicks shares Class A shares distributed: 9,794,568 shares Class B shares distributed: 2,264,754 shares +3 more

6 metrics

Distribution ratio 1 MSGR share for every 2 MSG Knicks shares For holders of each corresponding class of shares of record October 20, 2026

Class A shares distributed 9,794,568 shares MSG Rangers Class A shares distributed October 26, 2026

Class B shares distributed 2,264,754 shares MSG Rangers Class B shares distributed October 26, 2026

Director restricted stock unit shares 46,005 shares MSG Rangers Class A shares distributed in respect of MSG Knicks non-employee director restricted stock units

Vesting 100% Participants’ deferrals and earnings under the Executive Deferred Compensation Plan

Installment period 5 years Substantially equal annual installments under the Executive Deferred Compensation Plan

Key Terms

restricted stock units, Executive Deferred Compensation Plan, Transfer Consent Agreement, Registration Rights Agreement, +1 more

5 terms

restricted stock units financial

"in respect of MSG Knicks non-employee director restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Executive Deferred Compensation Plan financial

"approved the MSG Rangers Corp. Executive Deferred Compensation Plan"

Transfer Consent Agreement regulatory

"entered into a Transfer Consent Agreement with the National Hockey League"

Registration Rights Agreement regulatory

"entered into a Registration Rights Agreement, dated October 2, 2026"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Standstill Agreement regulatory

"a Standstill Agreement, dated October 2, 2026"

A standstill agreement is a contract in which one party agrees to pause certain actions — such as making new claims, enforcing debt remedies, or pursuing a takeover bid — for a set period so both sides can negotiate or restructure. Think of it as a temporary pause button that reduces immediate pressure and uncertainty; investors care because it can protect value, buy time for a deal or restructuring to be completed, and signal the likelihood and timing of future corporate developments.

FAQ

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

How many shares did MSG Knicks distribute to MSGR holders?

MSG Knicks distributed 9,794,568 MSGR Class A shares and 2,264,754 MSGR Class B shares on October 26, 2026, plus 46,005 Class A shares in respect of non-employee director restricted stock units. Holders received one corresponding-class share for every two MSG Knicks shares held on October 20, 2026. Fractional shares were converted to cash and paid to stockholders.

How does MSGR’s executive deferred compensation plan work?

Certain employees, including named executive officers, may defer base salary or bonus and make individual investment elections that determine the rate of return on deferred amounts. Deferrals and earnings are always 100% vested, and the plan provides no company contributions or above-market or preferential earnings. Participants may elect a lump sum or substantially equal annual installments over 5 years.

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

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Available on EDGAR 10/27/2026 - 04:22 PM EDT Accepted by SEC EDGAR 10/27/2026 - 04:21 PM EDT Learn about SEC filing dates

MSGS Spinco,Inc. false 0002132873 --06-30 0002132873 2026-10-23 2026-10-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): October 23, 2026

MSG RANGERS CORP.

(Exact Name of Registrant as Specified in Charter)

Nevada		001-43449		42-2203884
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Two Pennsylvania Plaza, New York, NY		10121
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 465-6500

MSGS Spinco, Inc.

(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 (see General Instruction A.2 below):

☐ 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		MSGR		New York Stock Exchange

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 1.01 Entry into a Material Definitive Agreement.

Completion of Distribution

On October 26, 2026, MSG Knickerbockers Corp. (formerly Madison Square Garden Sports Corp. and referred herein as “MSG Knicks”) effected the distribution (the “Distribution”) of all of the issued and outstanding shares of the common stock of MSG Rangers Corp. (formerly MSGS Spinco, Inc., and referred to herein as the “Company”). In the Distribution, (a) each holder of MSG Knicks Class A common stock, par value $0.01 per share (“MSG Knicks Class A Common Stock”), received one share of the Company’s Class A common stock, par value $0.01 per share (“Company Class A Common Stock”), for every two shares of MSG Knicks Class A Common Stock held of record as of the close of business, New York City time, on October 20, 2026 (the “Record Date”) and (b) each holder of MSG Knicks Class B common stock, par value $0.01 per share (“MSG Knicks Class B Common Stock”), received one share of the Company’s Class B common stock, par value $0.01 per share (“Company Class B Common Stock”) for every two shares of MSG Knicks Class B Common Stock held of record as of the close of business, New York City time, on the Record Date. In the Distribution, an aggregate of 9,794,568 shares of Company Class A Common Stock and 2,264,754 shares of Company Class B Common Stock were distributed, with any fractional shares converted to cash and paid to stockholders. In addition, in connection with the Distribution, 46,005 shares of Company Class A Common Stock were distributed in respect of MSG Knicks non-employee director restricted stock units to the applicable holders as of the Record Date.

NHL Transfer Consent Agreement

On October 23, 2026, MSG Knicks, the Company and certain of their subsidiaries entered into a Transfer Consent Agreement with the National Hockey League (“NHL”) pursuant to which the parties acknowledge that future transfers of the ownership of the New York Rangers hockey club (the “Rangers”), the location of the Rangers or certain other transfers of assets or ownership, subject to exceptions, will require the consent of the NHL. The Company parties and MSG Knicks parties also agreed to release the NHL entities from any claims against them.

The description above is qualified in its entirety by reference to the Transfer Consent Agreement, which is attached as Exhibits 10.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 26, 2026, Alan D. Schwartz and Hans Vestberg were appointed to serve as members of the Audit Committee of the Company’s Board of Directors (the “Board”), and Mr. Schwartz was appointed as Chair of the Audit Committee.

Also on October 26, 2026, Stephen C. Mills and Mr. Vestberg were appointed to serve as members of the Compensation Committee of the Board, and Joseph M. Cohen was appointed as Chair of the Compensation Committee.

Approval of Executive Deferred Compensation Plan

Effective as of October 26, 2026, the Board approved the MSG Rangers Corp. Executive Deferred Compensation Plan, (the “EDCP”), pursuant to which certain employees, including the Company’s named executive officers, may elect to participate.

Pursuant to the EDCP, participants may make elective base salary or bonus deferral contributions. Participants may make individual investment elections that will determine the rate of return on their deferral amounts under the EDCP. The EDCP does not provide any above-market returns or preferential earnings to participants, and the participants’ deferrals and their earnings are always 100% vested. The EDCP does not provide for any Company contributions. Participants may elect at the time they make their deferral elections to receive their distribution either as a lump sum payment or in substantially equal annual installments over a period of 5 years.

The description above is qualified in its entirety by reference to the EDCP, which is attached as Exhibit 10.2 hereto and incorporated into this Item 5.02 by reference.

Employment Agreements

On October 26, 2026, the Company entered into the previously-disclosed employment agreements with James L. Dolan, David Granville-Smith, Paul DiCicco and Jamaal T. Lesane, effective as of the Distribution. The description above is qualified in its entirety by reference to the employment agreements with James L. Dolan, David Granville-Smith, Paul DiCicco and Jamaal T. Lesane, which are attached as Exhibits 10.3, 10.4, 10.5 and 10.6, respectively, to this Current Report on Form 8-K and incorporated into this Item 5.02 by reference, and are substantially in the forms included as Exhibit 10.23, Exhibit 10.24, Exhibit 10.25 and Exhibit 10.26, respectively, to the Form 10.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 26, 2026, the Company filed with the Nevada Secretary of State a Certificate of Amendment to its Amended and Restated Articles of Incorporation (the “Certificate of Amendment”), which effected the name change of the Company from MSGS Spinco, Inc. to MSG Rangers Corp. The above description is qualified in its entirety by reference to the Certificate of Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated into this Item 5.03 by reference.

Also on October 26, 2026, the Company’s Amended and Restated Bylaws (the “A&R Bylaws”) became effective immediately prior to the Distribution. The A&R Bylaws are attached as Exhibit 3.2 to this Current Report on Form 8-K, are incorporated into this Item 5.03 by reference, and are substantially in the form included as Exhibit 3.4 to the Company’s registration statement on Form 10 (the “Form 10”).

Item 8.01 Other Events.

In connection with the Distribution, the Company entered into (i) a Registration Rights Agreement, dated October 2, 2026, with The Charles F. Dolan Children Trusts (the “Children Trusts Registration Rights Agreement”), (ii) a Registration Rights Agreement, dated October 2, 2026, with The Dolan Family Affiliates (as defined therein) (the “Dolan Registration Rights Agreement”), and (iii) a Standstill Agreement, dated October 2, 2026, with the Dolan Family Group (the “Standstill Agreement”), each as further described in the Form 10. The agreements became effective upon the consummation of the Distribution. The Children Trusts Registration Rights Agreement, the Dolan Registration Rights Agreement and the Standstill Agreement are attached as Exhibit 4.1, Exhibit 4.2 and Exhibit 10.7, respectively, to this Current Report on Form 8-K, are incorporated into this Item 8.01 by reference, and are substantially in the forms included as Exhibit 4.1, Exhibit 4.2 and Exhibit 10.6, respectively, to the Form 10.

Also in connection with the Distribution, on October 26, 2026, the Company’s outside counsel delivered a tax opinion to MSG Knicks. A copy of such opinion is filed as Exhibit 8.1 to this Current Report on Form 8-K, is incorporated into this Item 8.01 by reference, and is substantially in the form previously included as Exhibit 8.1 to the Form 10.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

3.1		Certificate of Amendment to the Amended and Restated Articles of Incorporation of MSGS Spinco, Inc. (renamed MSG Rangers Corp.), dated October 26, 2026.
3.2		Amended and Restated Bylaws of MSGS Spinco, Inc. (renamed MSG Rangers Corp.), dated October 26, 2026.
4.1		Registration Rights Agreement, dated October 2, 2026, by and among MSGS Spinco, Inc. (renamed MSG Rangers Corp.) and The Charles F. Dolan Children Trusts. #
4.2		Registration Rights Agreement, dated October 2, 2026, by and among MSGS Spinco, Inc. (renamed MSG Rangers Corp.) and The Dolan Family Affiliates. #
8.1		Tax Opinion of Sullivan & Cromwell LLP, dated October 26, 2026.
10.1		NHL Transfer Consent Agreement, dated as of October 23, 2026, between the National Hockey League and New York Rangers LLC, Rangers Holdings, LLC, MSG NYR Holdings, LLC, MSGS Spinco, Inc. (renamed MSG Rangers Corp.), MSG Sports, LLC (renamed MSG Knicks, LLC) and Madison Square Garden Sports Corp. (renamed MSG Knickerbockers Corp.). #
10.2		MSG Rangers Corp. Executive Deferred Compensation Plan. †
10.3		Employment Agreement dated as of October 26, 2026 between MSGS Spinco, Inc. (renamed MSG Rangers Corp.) and James L. Dolan.†
10.4		Employment Agreement dated as of October 26, 2026 between MSGS Spinco, Inc. (renamed MSG Rangers Corp.) and David Granville-Smith.†
10.5		Employment Agreement dated as of October 26, 2026 between MSGS Spinco, Inc. (renamed MSG Rangers Corp.) and Paul DiCicco.†
10.6		Employment Agreement dated as of October 26, 2026 between MSGS Spinco, Inc. (renamed MSG Rangers Corp.) and Jamaal T. Lesane.†
10.7		Standstill Agreement, dated October 2, 2026, between MSGS Spinco, Inc. (renamed MSG Rangers Corp.) and The Dolan Family Group.#
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

† This exhibit is a management contract or a compensatory plan or arrangement.

+ Certain confidential information - identified by bracketed asterisks “[*****]” - has been omitted from this exhibit pursuant to Item 601(b)(10) of Regulation S-K because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.

# Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant will furnish the omitted exhibits and schedules to the Securities and Exchange Commission upon request.

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.

Date: October 27, 2026

		MSG RANGERS CORP.
By:		/s/ Mark Cresitello
Name:		Mark Cresitello
Title:		Senior Vice President, Deputy General Counsel and Secretary

Filing Exhibits & Attachments

15 documents

Agreements & Contracts

• EX-10.1 EX-10.1 60.5 KB
• EX-10.2 EX-10.2 73.7 KB
• EX-10.3 EX-10.3 66.7 KB
• EX-10.4 EX-10.4 57.8 KB
• EX-10.5 EX-10.5 64.4 KB
• EX-10.6 EX-10.6 59.9 KB
• EX-10.7 EX-10.7 32.4 KB

Other Documents

• EX-3.1 EX-3.1 5.7 KB
• EX-3.2 EX-3.2 82.9 KB
• EX-4.1 EX-4.1 95.8 KB
• EX-4.2 EX-4.2 88.7 KB
• EX-8.1 EX-8.1 5.3 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 19.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.9 KB