MSGS Spinco recapitalizes stock into Class A and B

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

Rhea-AI Filing Summary

MSGS Spinco, Inc. (MSGR) reported restructuring-related share entries listing Kathleen M. Dolan 2012 Descendants Trust as a member of a 13(d) group. MSGR’s common stock was recapitalized into Class A and Class B on October 20, 2026; on October 26, 2026, MSG Knickerbockers Corp. (MSGK) distributed one share of each MSGR class to its stockholders for every two shares of the corresponding MSGK class. Indirect entries for MSGK and its subsidiaries show acquisitions on October 20, 2026, and dispositions on October 26, 2026, of 9,794,568 Class A shares and 2,264,754 Class B shares. A direct holding of 500 Class B shares was reported after related transactions.

Insider Trade Summary

Other: 24,119,244 shares

Other 6 txns

Insider Kathleen M. Dolan 2012 Descendants Trust

Role Insider

Type	Security	Shares	Price	Value
Other	Class B Common Stock F1, F2	2,264,754	--	--
Other	Class B Common Stock F3, F2, F4	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 — 500 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 (4)

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.

Key Figures

Class A shares acquired: 9,794,568 shares Class A shares disposed: 9,794,568 shares Class B shares acquired: 2,264,754 shares +3 more

6 metrics

Class A shares acquired 9,794,568 shares Indirectly held by MSGK and its subsidiaries; October 20, 2026

Class A shares disposed 9,794,568 shares Indirectly held by MSGK and its subsidiaries; October 26, 2026

Class B shares acquired 2,264,754 shares Indirectly held by MSGK and its subsidiaries; October 20, 2026

Class B shares disposed 2,264,754 shares Indirectly held by MSGK and its subsidiaries; October 26, 2026

Direct Class B shares following transaction 500 shares Reported after transactions on October 26, 2026

Common stock shares disposed 100 shares Indirectly held by MSGK and its subsidiaries; the reported resulting position was 0 shares on October 20, 2026

Key Terms

spin-off, recapitalized, Rule 16b-7, Rule 16a-9

4 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 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"

FAQ

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

Can MSGR Class B common stock be converted into Class A?

Yes. MSGR 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.

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

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^*

Kathleen M. Dolan 2012 Descendants Trust

(Last) (First) (Middle)

C/O RICHARD BACCARI

MLC VENTURES LLC, PO BOX 1014

(Street)

YORKTOWN HEIGHTS NEW YORK 10598

(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)
			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)

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)
			Code	V	Amount	(A) or (D)	Price
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

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	10/20/2026		J(1)	V	2,264,754(1)		(2)	(2)	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)	(2)	(2)	Class A Common Stock	2,264,754	(1)	0(1)	I	By MSG Knickerbockers Corp. and its subsidiaries
Class B Common Stock	(3)	10/26/2026		J(3)	V	500(3)		(2)	(2)	Class A Common Stock	500(3)	(3)	500(4)	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. 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.

	Kathleen M. Dolan 2012 Descendants Trust By: /s/ Richard Baccari, Attorney-in-Fact	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)