MSGS Spinco: Two Dolan trusts get 2,526 shares each
Class B Common Stock is convertible at the option of the holder on a share for share basis into Class A Common Stock.
Sentiment and the balance of points
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Form Type
4
Rhea-AI Filing Summary
MSGS Spinco, Inc. (MSGR) reported recapitalization and distribution transactions 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, MSG Knickerbockers distributed one share of each class for every two shares of its respective Class A and Class B common stock.
Ryan Dolan 1989 Trust and Tara Dolan 1989 Trust each received 2,526 Class B shares in the distribution; both trusts are members of a Section 13(d) group. Separate indirect transaction records for MSG Knickerbockers Corp. and its subsidiaries list acquisitions of 9,794,568 Class A shares and 2,264,754 Class B shares on October 20, followed by dispositions of those respective amounts on October 26.
Insider Trade Summary
Other: 24,123,796 shares
Other
7 txns
Insider
RYAN DOLAN 1989 TRUST, TARA DOLAN 1989 TRUST
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 | 2,526 | -- | -- |
| Other | Class B Common Stock F3, F2, F4, F6 | 2,526 | -- | -- |
| 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 — 5,052 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)
- 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. Class B Common Stock is convertible at the option of the holder on a share for share basis into Class A Common Stock.
- F3. Represents Class B Common Stock received in connection with the Distribution in a transaction exempt under Rule 16a-9.
- F4. Reflects a transfer of shares previously owned directly by MSGK and its subsidiaries exempt under Rule 16a-13.
- F5. These securities are owned solely by the Ryan Dolan 1989 Trust, 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.
- F6. These securities are owned solely by the Tara Dolan 1989 Trust, 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.
Key Figures
Distribution ratio: 1 share of each class for every 2 shares of the respective MSG Knickerbockers class
Indirect Class A Common Stock acquisitions: 9,794,568 shares
Indirect Class A Common Stock dispositions: 9,794,568 shares
+4 more
7 metrics
Distribution ratio
1 share of each class for every 2 shares of the respective MSG Knickerbockers class
Distribution on October 26, 2026
Indirect Class A Common Stock acquisitions
9,794,568 shares
MSG Knickerbockers Corp. and subsidiaries, October 20, 2026
Indirect Class A Common Stock dispositions
9,794,568 shares
MSG Knickerbockers Corp. and subsidiaries, October 26, 2026
Indirect Class B Common Stock acquisitions
2,264,754 shares
MSG Knickerbockers Corp. and subsidiaries, October 20, 2026
Indirect Class B Common Stock dispositions
2,264,754 shares
MSG Knickerbockers Corp. and subsidiaries, October 26, 2026
Class B Common Stock received by Ryan Dolan 1989 Trust
2,526 shares
Distribution on October 26, 2026
Class B Common Stock received by Tara Dolan 1989 Trust
2,526 shares
Distribution on October 26, 2026
Key Terms
recapitalized, Rule 16b-7, Rule 16a-9, share for share basis, +1 more
5 terms
recapitalized financial
"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"
Section 13(d) regulatory
"member of a group for purposes of Section 13(d)"
A Section 13(d) filing is a public disclosure required under U.S. securities law when a person or group acquires more than 5% of a company’s registered equity and may influence control. The filer must report who owns the shares, how they were acquired, and any plans or intentions for the company, so the market and other shareholders can see if a large buyer is attempting a takeover or other strategic move. Think of it like a formal announcement that someone has crossed a threshold and is showing their hand.
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