MSGS Spinco director Dolan receives 9,876 shares
The distribution provided one MSGR Class A share and one Class B share for every two corresponding MSG Knickerbockers shares.
Sentiment and the balance of points
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Form Type
4
Rhea-AI Filing Summary
MSGS Spinco, Inc. (MSGR) reported transactions by director Thomas Charles Dolan related 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, 2026, MSG Knickerbockers distributed one share of each class for every two corresponding MSG Knickerbockers shares. MSG Knickerbockers and its subsidiaries indirectly acquired 9,794,568 Class A shares and 2,264,754 Class B shares on October 20, then disposed of those amounts in the distribution. Dolan directly received 9,876 Class A shares through the distribution and 3,754 Class A shares in respect of vested MSG Knickerbockers RSUs under the MSGR 2026 Stock Plan for Non-Employee Directors.
Insider Trade Summary
Other: 24,132,374 shares
Other
7 txns
Insider
DOLAN THOMAS CHARLES
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Class B Common Stock F1, F5 | 2,264,754 | -- | -- |
| Other | Class A Common Stock F1 | 9,794,568 | -- | -- |
| Other | Class A Common Stock F2, F3 | 9,876 | -- | -- |
| Other | Class A Common Stock F4 | 3,754 | -- | -- |
| Other | Class B Common Stock F1, F5 | 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);
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 — 13,630 shares (Direct)
Footnotes (5)
- 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 Rules 16a-9 and 16b-3.
- F3. Reflects a transfer of shares previously owned directly by MSGK and its subsidiaries exempt under Rule 16a-13.
- F4. Represents Class A Common Stock received in connection with the Distribution pursuant to vested MSGK restricted stock units ("RSUs"), in a transaction exempt under Rules 16a-9 and 16b-3. The shares of Class A Common Stock were granted pursuant to the MSGR 2026 Stock Plan for Non-Employee Directors. Reporting Person received one share of Class A Common Stock in respect of every two vested MSGK RSUs.
- F5. Class B Common Stock is convertible at the option of the holder on a share for share basis into Class A Common Stock.
Key Figures
Indirect Class A shares acquired: 9,794,568 shares
Indirect Class B shares acquired: 2,264,754 shares
Indirect Class A shares disposed: 9,794,568 shares
+4 more
7 metrics
Indirect Class A shares acquired
9,794,568 shares
By MSG Knickerbockers Corp. and its subsidiaries on October 20, 2026
Indirect Class B shares acquired
2,264,754 shares
By MSG Knickerbockers Corp. and its subsidiaries on October 20, 2026
Indirect Class A shares disposed
9,794,568 shares
By MSG Knickerbockers Corp. and its subsidiaries in the October 26, 2026 distribution
Indirect Class B shares disposed
2,264,754 shares
By MSG Knickerbockers Corp. and its subsidiaries in the October 26, 2026 distribution
Direct Class A shares acquired
9,876 shares
Received by Thomas Charles Dolan in the October 26, 2026 distribution
Class A shares received for vested RSUs
3,754 shares
Received by Thomas Charles Dolan in connection with vested MSG Knickerbockers RSUs
Common shares disposed
100 shares
Indirectly held through MSG Knickerbockers Corp. and its subsidiaries on October 20, 2026; reported resulting position was 0 shares
Key Terms
spin-off, recapitalized, Rule 16b-7, Rule 16a-9, +1 more
5 terms
spin-off technical
"spin-off of MSG Rangers Corp. from MSG Knickerbockers 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
"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"
restricted stock units financial
"pursuant to vested MSGK 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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What was the MSGR spin-off distribution ratio?
MSG Knickerbockers 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?
MSG R’s Class B common stock is convertible at the holder’s option on a share-for-share basis into Class A common stock.
AI-generated analysis. How Rhea-AI works. Not financial advice.
