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MSGS Spinco: Two Dolan trusts receive 5,500 shares each

MSGK's distribution ratio was one MSGR share of each class for every two shares of the corresponding MSGK class.

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Form Type
4

Rhea-AI Filing Summary

MSGS Spinco, Inc. (MSGR) had its issued and outstanding common stock recapitalized into Class A and Class B common stock on October 20, 2026, as part of its spin-off from MSG Knickerbockers Corp. (MSGK). Transaction records show MSGK and its subsidiaries acquiring 9,794,568 Class A shares and 2,264,754 Class B shares, then disposing of those same amounts in the October 26 distribution. MSGK distributed one share of each MSGR class for every two corresponding MSGK shares. The reporting trusts, CFD 2021 GC Trust FBO Kevyn A. Dolan and CFD 2021 GC Trust FBO Tara E. Dolan, each received 5,500 Class B shares; both are listed as members of a 13(d) group.

Insider CFD 2021 GC Trust FBO Kevyn A. Dolan, CFD 2021 GC Trust FBO Tara E. Dolan
Role Insider | Insider
Type Security Shares Price Value
Other Class B Common Stock F1, F2 2,264,754 -- --
Other Class B Common Stock F3, F2, F4, F5 5,500 -- --
Other Class B Common Stock F3, F2, F4, F6 5,500 -- --
Other Class A Common Stock F1 9,794,568 -- --
Other Class B Common Stock F1, F2 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 — 11,000 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)
Footnotes (6)
  1. 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.
  2. F2. Class B Common Stock is convertible at the option of the holder on a share for share basis into Class A Common Stock.
  3. F3. Represents Class B Common Stock received in connection with the Distribution in a transaction exempt under Rule 16a-9.
  4. F4. Reflects a transfer of shares previously owned directly by MSGK and its subsidiaries exempt under Rule 16a-13.
  5. F5. These securities are owned solely by the CFD 2021 GC Trust FBO Kevyn A. Dolan, which is a member of a "group" with the other Reporting Person for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The other Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that the other Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.
  6. F6. These securities are owned solely by the CFD 2021 GC Trust FBO Tara E. Dolan, which is a member of a "group" with the other Reporting Person for purposes of Section 13(d) of the Exchange Act. The other Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that the other Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.
Spin-off distribution ratio 1 Class A share and 1 Class B share for every 2 corresponding MSGK shares October 26, 2026 distribution
Class A shares acquired by MSGK and subsidiaries 9,794,568 shares October 20, 2026
Class B shares acquired by MSGK and subsidiaries 2,264,754 shares October 20, 2026; convertible at the holder's option share-for-share into Class A Common Stock
Class A shares disposed by MSGK and subsidiaries 9,794,568 shares October 26, 2026 distribution
Class B shares disposed by MSGK and subsidiaries 2,264,754 shares October 26, 2026 distribution
Class B shares received by CFD 2021 GC Trust FBO Kevyn A. Dolan 5,500 shares October 26, 2026 distribution
Class B shares received by CFD 2021 GC Trust FBO Tara E. Dolan 5,500 shares October 26, 2026 distribution
recapitalized technical
"common stock of MSGR was recapitalized into"
Rule 16b-7 regulatory
"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
"transaction exempt under Rule 16a-9"
Rule 16a-13 regulatory
"transfer of shares previously owned directly by MSGK and its subsidiaries exempt under Rule 16a-13"
13(d) group regulatory
"member of a "group" for purposes of Section 13(d)"

FAQ

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Who owned the MSGR Class B shares reported by the Dolan trusts?

The 5,500 Class B shares reported for CFD 2021 GC Trust FBO Kevyn A. Dolan were owned solely by that trust, and the 5,500 reported for CFD 2021 GC Trust FBO Tara E. Dolan were owned solely by that trust. Each trust's footnote says the other reporting person disclaims beneficial ownership.

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

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Available on EDGAR Accepted by SEC EDGAR Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
CFD 2021 GC Trust FBO Kevyn A. Dolan

(Last)(First)(Middle)
C/O DOLAN FAMILY OFFICE
340 CROSSWAYS PARK DRIVE

(Street)
WOODBURY NEW YORK 11797

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
MSG Rangers Corp. [ MSGR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
Officer (give title below)XOther (specify below)
Member of 13(d) Group
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/26/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock, par value $0.01 per share10/20/2026J(1)V100(1)D(1)0(1)IBy MSG Knickerbockers Corp. and its subsidiaries
Class A Common Stock10/20/2026J(1)V9,794,568(1)A(1)9,794,568(1)IBy MSG Knickerbockers Corp. and its subsidiaries
Class A Common Stock10/26/2026J(1)9,794,568(1)D(1)0(1)IBy MSG Knickerbockers Corp. and its subsidiaries
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock(1)10/20/2026J(1)V2,264,754(1) (2) (2)Class A Common Stock2,264,754(1)2,264,754(1)IBy MSG Knickerbockers Corp. and its subsidiaries
Class B Common Stock(1)10/26/2026J(1)2,264,754(1) (2) (2)Class A Common Stock2,264,754(1)0(1)IBy MSG Knickerbockers Corp. and its subsidiaries
Class B Common Stock(3)10/26/2026J(3)V5,500(3) (2) (2)Class A Common Stock5,500(3)(3)5,500(4)D(5)
Class B Common Stock(3)10/26/2026J(3)V5,500(3) (2) (2)Class A Common Stock5,500(3)(3)5,500(4)D(6)
1. Name and Address of Reporting Person*
CFD 2021 GC Trust FBO Kevyn A. Dolan

(Last)(First)(Middle)
C/O DOLAN FAMILY OFFICE
340 CROSSWAYS PARK DRIVE

(Street)
WOODBURY NEW YORK 11797

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
Director10% Owner
Officer (give title below)XOther (specify below)
Member of 13(d) Group
1. Name and Address of Reporting Person*
CFD 2021 GC Trust FBO Tara E. Dolan

(Last)(First)(Middle)
C/O DOLAN FAMILY OFFICE
340 CROSSWAYS PARK DRIVE

(Street)
WOODBURY NEW YORK 11797

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
Director10% Owner
Officer (give title below)XOther (specify below)
Member of 13(d) Group
Explanation of Responses:
1. 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.
2. Class B Common Stock is convertible at the option of the holder on a share for share basis into Class A Common Stock.
3. Represents Class B Common Stock received in connection with the Distribution in a transaction exempt under Rule 16a-9.
4. Reflects a transfer of shares previously owned directly by MSGK and its subsidiaries exempt under Rule 16a-13.
5. These securities are owned solely by the CFD 2021 GC Trust FBO Kevyn A. Dolan, which is a member of a "group" with the other Reporting Person for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The other Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that the other Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.
6. These securities are owned solely by the CFD 2021 GC Trust FBO Tara E. Dolan, which is a member of a "group" with the other Reporting Person for purposes of Section 13(d) of the Exchange Act. The other Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that the other Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.
CFD 2021 GC Trust FBO Kevyn A. Dolan By: /s/ Brian G. Sweeney, Attorney-in-Fact10/28/2026
CFD 2021 GC Trust FBO Tara E. Dolan By: /s/ Brian G. Sweeney, Attorney-in-Fact10/28/2026
** Signature of Reporting PersonDate
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)

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