MSGS Spinco shares distributed in 1-for-2 spin-off
The distribution assigned one MSGR Class A share and one Class B share for every two corresponding MSG Knickerbockers shares.
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.
Form Type
4
Rhea-AI Filing Summary
MSGS Spinco, Inc. (MSGR) reported share transfers tied to its spin-off from MSG Knickerbockers Corp. On October 20, 2026, MSGR’s issued and outstanding common stock was recapitalized into Class A and Class B Common Stock. On October 26, MSG Knickerbockers Corp. distributed one share of each MSGR class for every two shares of the corresponding MSG Knickerbockers class.
MSG Knickerbockers Corp. and its subsidiaries disposed of 9,794,568 Class A shares and 2,264,754 Class B shares. Trusts for James L. Dolan, Kathleen M. Dolan, Marianne Dolan Weber, Patrick F. Dolan and Deborah A. Dolan-Sweeney reported receipt of 412,317, 209,030, 218,130, 7,782 and 195,483 Class B shares, respectively. Trusts for James, Kathleen, Marianne and Deborah also reported receipt of 2,215 Class A shares each.
Insider Trade Summary
Other: 25,170,346 shares
Other
14 txns
Insider
CHARLES F. DOLAN 2009 FAMILY TRUST FBO JAMES L. DOLAN, CHARLES F. DOLAN 2009 FAMILY TRUST FBO KATHLEEN M. DOLAN, CHARLES F. DOLAN 2009 FAMILY TRUST FBO MARIANNE DOLAN WEBER, CHARLES F. DOLAN 2009 FAMILY TRUST FBO PATRICK F. DOLAN, CHARLES F. DOLAN 2009 FAMILY TRUST FBO DEBORAH A. DOLAN-SWEENEY
Role
Insider | Insider | Insider | Insider | Insider
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Class B Common Stock F1, F8 | 2,264,754 | -- | -- |
| Other | Class B Common Stock F9, F8, F3, F4 | 412,317 | -- | -- |
| Other | Class B Common Stock F9, F8, F3, F5 | 209,030 | -- | -- |
| Other | Class B Common Stock F9, F8, F3, F6 | 218,130 | -- | -- |
| Other | Class B Common Stock F9, F8, F3, F10 | 7,782 | -- | -- |
| Other | Class B Common Stock F9, F8, F3, F7 | 195,483 | -- | -- |
| Other | Class A Common Stock F1 | 9,794,568 | -- | -- |
| Other | Class A Common Stock F2, F3, F4 | 2,215 | -- | -- |
| Other | Class A Common Stock F2, F3, F5 | 2,215 | -- | -- |
| Other | Class A Common Stock F2, F3, F6 | 2,215 | -- | -- |
| Other | Class A Common Stock F2, F3, F7 | 2,215 | -- | -- |
| Other | Class B Common Stock F1, F8 | 2,264,754 | -- | -- |
| Other | Common Stock, par value $0.01 per share F1 | 100 | -- | -- |
| Other | Class A Common Stock F1 | 9,794,568 | -- | -- |
Holdings After Transaction:
Class B Common Stock — 0 contracts (Indirect, By MSG Knickerbockers Corp. and its subsidiaries);
Class B Common Stock — 1,042,742 contracts (Direct);
Common Stock, par value $0.01 per share — 0 shares (Indirect, By MSG Knickerbockers Corp. and its subsidiaries);
Class A Common Stock — 0 shares (Indirect, By MSG Knickerbockers Corp. and its subsidiaries);
Class A Common Stock — 2,215 shares (Direct)
Footnotes (10)
- F1. Relates to the spin-off of MSG Rangers Corp. (formerly MSGS Spinco, Inc., and referred to herein as "MSGR") from MSG Knickerbockers Corp. (formerly Madison Square Garden Sports Corp., and referred to herein as "MSGK"). To effect the spin-off, on October 20, 2026, the issued and outstanding common stock of MSGR was recapitalized into MSGR's Class A common stock ("Class A Common Stock") and MSGR's Class B common stock ("Class B Common Stock") in a transaction exempt under Rule 16b-7. On October 26, 2026, MSGK distributed one share of Class A Common Stock and Class B Common Stock to its stockholders for every two shares of MSGK Class A common stock and MSGK Class B common stock, respectively (the "Distribution"), in a transaction exempt under Rule 16a-9.
- F2. Represents Class A Common Stock received in connection with the Distribution in a transaction exempt under Rule 16a-9.
- F3. Reflects a transfer of shares previously owned directly by MSGK and its subsidiaries exempt under Rule 16a-13.
- F4. These securities are owned solely by the Charles F. Dolan 2009 Family Trust FBO James L. Dolan, which is a member of a "group" with the other Reporting Persons for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each of the other Reporting Persons disclaim beneficial ownership of these securities and this report shall not be deemed to be an admission that the other Reporting Persons are the beneficial owners of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.
- F5. These securities are owned solely by the Charles F. Dolan 2009 Family Trust FBO Kathleen M. Dolan, which is a member of a "group" with the other Reporting Persons for purposes of Section 13(d) of the Exchange Act. Each of the other Reporting Persons disclaim beneficial ownership of these securities and this report shall not be deemed to be an admission that the other Reporting Persons are the beneficial owners of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.
- F6. These securities are owned solely by the Charles F. Dolan 2009 Family Trust FBO Marianne Dolan Weber, which is a member of a "group" with the other Reporting Persons for purposes of Section 13(d) of the Exchange Act. Each of the other Reporting Persons disclaim beneficial ownership of these securities and this report shall not be deemed to be an admission that the other Reporting Persons are the beneficial owners of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.
- F7. These securities are owned solely by the Charles F. Dolan 2009 Family Trust FBO Deborah A. Dolan-Sweeney, which is a member of a "group" with the other Reporting Persons for purposes of Section 13(d) of the Exchange Act. Each of the other Reporting Persons disclaim beneficial ownership of these securities and this report shall not be deemed to be an admission that the other Reporting Persons are the beneficial owners of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.
- F8. Class B Common Stock is convertible at the option of the holder on a share for share basis into Class A Common Stock.
- F9. Represents Class B Common Stock received in connection with the Distribution in a transaction exempt under Rule 16a-9.
- F10. These securities are owned solely by the Charles F. Dolan 2009 Family Trust FBO Patrick F. Dolan, which is a member of a "group" with the other Reporting Persons for purposes of Section 13(d) of the Exchange Act. Each of the other Reporting Persons disclaim beneficial ownership of these securities and this report shall not be deemed to be an admission that the other Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose.
Key Figures
Distribution ratio: 1 Class A share and 1 Class B share per 2 corresponding MSG Knickerbockers shares
Class A shares disposed: 9,794,568 shares
Class B shares disposed: 2,264,754 shares
+5 more
8 metrics
Distribution ratio
1 Class A share and 1 Class B share per 2 corresponding MSG Knickerbockers shares
October 26, 2026 distribution
Class A shares disposed
9,794,568 shares
MSG Knickerbockers Corp. and subsidiaries, October 26, 2026
Class B shares disposed
2,264,754 shares
MSG Knickerbockers Corp. and subsidiaries, October 26, 2026
Class B shares received
412,317 shares
Trust for James L. Dolan, October 26, 2026
Class B shares received
209,030 shares
Trust for Kathleen M. Dolan, October 26, 2026
Class B shares received
218,130 shares
Trust for Marianne Dolan Weber, October 26, 2026
Class B shares received
7,782 shares
Trust for Patrick F. Dolan, October 26, 2026
Class B shares received
195,483 shares
Trust for Deborah A. Dolan-Sweeney, October 26, 2026
Key Terms
spin-off, recapitalized, Rule 16b-7, Rule 16a-9, +1 more
5 terms
spin-off technical
"Relates to the spin-off of MSG Rangers Corp."
A spin-off happens when a company creates a new, independent business by separating part of itself, like splitting off a division into its own company. This often happens so the new company can focus better on its own goals or attract different investors. It matters because it can lead to more growth opportunities and clearer focus for both companies.
recapitalized financial
"the issued and outstanding common stock of MSGR was recapitalized"
Rule 16b-7 regulatory
"in a transaction exempt under Rule 16b-7"
A U.S. Securities and Exchange Commission safe-harbor rule that shields corporate insiders (officers, directors and large shareholders) from automatic short-swing profit claims when they buy or sell their company’s stock under a pre-approved, written plan that follows specific timing and nondiscretionary rules. For investors, the rule matters because it distinguishes routine, formula-driven insider transactions from opportunistic trades that could trigger automatic profit recoveries—think of it as an approved autopilot for insider trading that reduces legal uncertainty when the plan’s conditions are met.
Rule 16a-9 regulatory
"in a transaction exempt under Rule 16a-9"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What was the MSGR distribution ratio?
On October 26, 2026, MSG Knickerbockers Corp. distributed one MSGR Class A share and one MSGR Class B share for every two shares of the corresponding MSG Knickerbockers class.
Can MSGR Class B Common Stock convert into Class A Common Stock?
Yes. Class B Common Stock is convertible at the option of the holder on a share-for-share basis into Class A Common Stock.
AI-generated analysis. How Rhea-AI works. Not financial advice.
