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MSGS Spinco: Dolan trust receives 233,982 Class B shares

Class B Common Stock is convertible at the holder’s option on a share-for-share basis into Class A Common Stock.

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Form Type
4

Rhea-AI Filing Summary

MSGS Spinco, Inc. (MSGR) reported a spin-off-related recapitalization and distribution. On October 20, 2026, its issued and outstanding common stock was recapitalized into Class A and Class B common stock; on October 26, 2026, MSG Knickerbockers Corp. distributed one share of each MSGR class for every two corresponding MSGK shares. MSG Knickerbockers Corp. and its subsidiaries reported indirect acquisitions of 9,794,568 Class A shares and 2,264,754 Class B shares on October 20, followed by dispositions of those amounts on October 26. The Charles F. Dolan 2009 Family Trust FBO Thomas C. Dolan, identified as a member of the MSGK 13(d) group, reported direct acquisitions on October 26 of 2,215 Class A shares and 233,982 Class B shares, with reported post-transaction holdings at those amounts.

Insider CHARLES F. DOLAN 2009 FAMILY TRUST FBO THOMAS C. DOLAN
Role Insider
Type Security Shares Price Value
Other Class B Common Stock F1, F4 2,264,754 -- --
Other Class B Common Stock F5, F4, F3 233,982 -- --
Other Class A Common Stock F1 9,794,568 -- --
Other Class A Common Stock F2, F3 2,215 -- --
Other Class B Common Stock F1, F4 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 — 233,982 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 (5)
  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. Represents Class A Common Stock received in connection with the Distribution in a transaction exempt under Rule 16a-9.
  3. F3. Reflects a transfer of shares previously owned directly by MSGK and its subsidiaries exempt under Rule 16a-13.
  4. F4. Class B Common Stock is convertible at the option of the holder on a share for share basis into Class A Common Stock.
  5. F5. Represents Class B Common Stock received in connection with the Distribution in a transaction exempt under Rule 16a-9.
Class A distribution ratio 1 MSGR share for every 2 MSGK Class A shares Distribution on October 26, 2026
Class B distribution ratio 1 MSGR share for every 2 MSGK Class B shares Distribution on October 26, 2026
Indirect Class A acquisition 9,794,568 shares Reported by MSG Knickerbockers Corp. and its subsidiaries on October 20, 2026
Indirect Class A disposition 9,794,568 shares Reported by MSG Knickerbockers Corp. and its subsidiaries on October 26, 2026
Indirect Class B acquisition 2,264,754 shares Reported by MSG Knickerbockers Corp. and its subsidiaries on October 20, 2026
Indirect Class B disposition 2,264,754 shares Reported by MSG Knickerbockers Corp. and its subsidiaries on October 26, 2026
Direct Class A acquisition and resulting holdings 2,215 shares Reported for the trust on October 26, 2026
Direct Class B acquisition and resulting holdings 233,982 shares Reported for the trust on October 26, 2026
recapitalized technical
"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"
convertible at the option of the holder technical
"Class B Common Stock is convertible at the option of the holder"

FAQ

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

How many MSGR shares did the Charles F. Dolan trust report receiving?

The Charles F. Dolan 2009 Family Trust FBO Thomas C. Dolan reported direct acquisitions on October 26, 2026, of 2,215 Class A shares and 233,982 Class B shares; those amounts were also its reported post-transaction holdings.

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
X
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*
CHARLES F. DOLAN 2009 FAMILY TRUST FBO THOMAS C. 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 (MSGK)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/26/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form 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
Class A Common Stock10/26/2026J(2)V2,215(2)A(2)2,215(3)D
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) (4) (4)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) (4) (4)Class A Common Stock2,264,754(1)0(1)IBy MSG Knickerbockers Corp. and its subsidiaries
Class B Common Stock(5)10/26/2026J(5)V233,982(5) (4) (4)Class A Common Stock233,982(5)(5)233,982(3)D
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. Represents Class A Common Stock received in connection with the Distribution in a transaction exempt under Rule 16a-9.
3. Reflects a transfer of shares previously owned directly by MSGK and its subsidiaries exempt under Rule 16a-13.
4. Class B Common Stock is convertible at the option of the holder on a share for share basis into Class A Common Stock.
5. Represents Class B Common Stock received in connection with the Distribution in a transaction exempt under Rule 16a-9.
Charles F. Dolan 2009 Family Trust FBO Thomas C. 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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