MSGS Spinco shares distributed in 1-for-2 spin-off

Q: How did MSGR shares get distributed to MSGK stockholders?

On October 26, 2026, MSGK distributed one share of MSGR Class A and one share of MSGR Class B Common Stock for every two shares of the corresponding MSGK class.

Q: What MSGR Class A shares did Matthew John Dolan report holding?

Matthew John Dolan reported 362 Class A shares directly, including 158 held jointly with his spouse, and 301 shares held by him and his spouse as custodians for minor children; he disclaimed beneficial ownership of the children's securities.

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

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)How Sentiment works

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.

How Sentiment works How the balance works

Form Type

Rhea-AI Filing Summary

MSGS Spinco, Inc. (MSGR) was spun off from MSG Knickerbockers Corp.; its issued and outstanding common stock was recapitalized into Class A and Class B common stock on October 20, 2026. On October 26, MSG Knickerbockers Corp. distributed one share of each MSGR class to its stockholders for every two shares of the corresponding MSGK class.

In related transactions, MSG Knickerbockers Corp. and its subsidiaries acquired 9,794,568 Class A shares and 2,264,754 Class B shares on October 20, then disposed of those respective amounts on October 26. Matthew John Dolan, a trustee of a 13(d) Group Member, reported 362 Class A shares directly, including 158 held jointly with his spouse, and 301 shares held by him and his spouse as custodians for minor children; he disclaimed beneficial ownership of the children's securities.

Insider Trade Summary

Other: 24,119,407 shares

Other 7 txns

Insider DOLAN MATTHEW JOHN

Role Insider

Type	Security	Shares	Price	Value
Other	Class B Common Stock ^{F1, F7}	2,264,754	--	--
Other	Class A Common Stock ^F1	9,794,568	--	--
Other	Class A Common Stock ^{F2, F3, F4}	362	--	--
Other	Class A Common Stock ^{F2, F3, F5, F6}	301	--	--
Other	Class B Common Stock ^{F1, F7}	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 — 362 shares (Direct); Class A Common Stock — 301 shares (Indirect, By Minor Children)

Footnotes (7)

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. Includes 158 shares held jointly with spouse.
F5. Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that he is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose, the beneficial owner of such securities.
F6. Securities held by Reporting Person and Reporting Person's spouse as custodians for minor children.
F7. 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

Class A shares acquired indirectly: 9,794,568 shares Class A shares disposed indirectly: 9,794,568 shares Class B shares acquired indirectly: 2,264,754 shares +4 more

7 metrics

Class A shares acquired indirectly 9,794,568 shares By MSG Knickerbockers Corp. and its subsidiaries on October 20, 2026

Class A shares disposed indirectly 9,794,568 shares By MSG Knickerbockers Corp. and its subsidiaries on October 26, 2026

Class B shares acquired indirectly 2,264,754 shares By MSG Knickerbockers Corp. and its subsidiaries on October 20, 2026

Class B shares disposed indirectly 2,264,754 shares By MSG Knickerbockers Corp. and its subsidiaries on October 26, 2026

Distribution ratio 1 MSGR share per 2 corresponding MSGK shares One share of each MSGR class distributed on October 26, 2026

Direct Class A shares following transaction 362 shares Matthew John Dolan; October 26, 2026

Class A shares held for minor children following transaction 301 shares Held by Matthew John Dolan and his spouse as custodians; October 26, 2026

Key Terms

spin-off, recapitalized, Rule 16b-7, Rule 16a-9, +1 more

5 terms

spin-off financial

"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

"common stock was recapitalized into MSGR's Class A common stock"

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"

beneficial ownership regulatory

"disclaims beneficial ownership of these securities"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

FAQ

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

How did MSGR shares get distributed to MSGK stockholders?

On October 26, 2026, MSGK distributed one share of MSGR Class A and one share of MSGR Class B Common Stock for every two shares of the corresponding MSGK class.

What MSGR Class A shares did Matthew John Dolan report holding?

Matthew John Dolan reported 362 Class A shares directly, including 158 held jointly with his spouse, and 301 shares held by him and his spouse as custodians for minor children; he disclaimed beneficial ownership of the children's securities.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Available on EDGAR 10/28/2026 - 04:36 PM EDT Accepted by SEC EDGAR 10/28/2026 - 04:35 PM EDT

SEC Form 4

FORM 4

UNITED 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^*

DOLAN MATTHEW JOHN

(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)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Trustee of 13(d) Group Member

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/26/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	10/20/2026		J⁽¹⁾	V	100⁽¹⁾	D	⁽¹⁾	0⁽¹⁾	I	By MSG Knickerbockers Corp. and its subsidiaries
Class A Common Stock	10/20/2026		J⁽¹⁾	V	9,794,568⁽¹⁾	A	⁽¹⁾	9,794,568⁽¹⁾	I	By MSG Knickerbockers Corp. and its subsidiaries
Class A Common Stock	10/26/2026		J⁽¹⁾		9,794,568⁽¹⁾	D	⁽¹⁾	0⁽¹⁾	I	By MSG Knickerbockers Corp. and its subsidiaries
Class A Common Stock	10/26/2026		J⁽²⁾	V	362⁽²⁾	A	⁽²⁾	362⁽³⁾⁽⁴⁾	D
Class A Common Stock	10/26/2026		J⁽²⁾	V	301⁽²⁾	A	⁽²⁾	301⁽³⁾	I⁽⁵⁾⁽⁶⁾	By Minor Children

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁾	10/20/2026		J⁽¹⁾	V	2,264,754⁽¹⁾		⁽⁷⁾	⁽⁷⁾	Class A Common Stock	2,264,754	⁽¹⁾	2,264,754⁽¹⁾	I	By MSG Knickerbockers Corp. and its subsidiaries
Class B Common Stock	⁽¹⁾	10/26/2026		J⁽¹⁾			2,264,754⁽¹⁾	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	2,264,754	⁽¹⁾	0⁽¹⁾	I	By MSG Knickerbockers Corp. and its subsidiaries

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. Includes 158 shares held jointly with spouse.

5. Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that he is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose, the beneficial owner of such securities.

6. Securities held by Reporting Person and Reporting Person's spouse as custodians for minor children.

7. Class B Common Stock is convertible at the option of the holder on a share for share basis into Class A Common Stock.

	/s/ Brian G. Sweeney, Attorney-in-Fact for Matthew J. Dolan	10/28/2026
	** Signature of Reporting Person	Date
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)

Source: View Original Filing on SEC EDGAR