MSGS Spinco shares distributed in 1-for-2 spin-off
On October 26, 2026, MSGK distributed one share of each MSGR common-stock 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)’s spin-off from MSG Knickerbockers Corp. (MSGK) involved share recapitalization and distribution transactions reported by Kathleen Margaret Dolan, a member of a 13(d) group. The October 20, 2026 recapitalization involved 9,794,568 Class A shares and 2,264,754 Class B shares held by MSGK and its subsidiaries; those same quantities were disposed of on October 26 in the distribution. Trusts for which Dolan serves as co-trustee received 919,948 Class B and 45,202 Class A shares; she disclaimed beneficial ownership of those trust shares. She directly received 784 Class A shares; household members received 308 Class A shares, whose beneficial ownership she also disclaimed.
Insider Trade Summary
Other: 25,084,986 shares
Other
9 txns
Insider
DOLAN KATHLEEN MARGARET
Role
Insider
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Class B Common Stock F1, F6 | 2,264,754 | -- | -- |
| Other | Class B Common Stock F7, F6, F3, F5 | 919,948 | -- | -- |
| Other | Class A Common Stock F1 | 9,794,568 | -- | -- |
| Other | Class A Common Stock F2, F3 | 784 | -- | -- |
| Other | Class A Common Stock F2, F3, F4 | 308 | -- | -- |
| Other | Class A Common Stock F2, F3, F5 | 45,202 | -- | -- |
| Other | Class B Common Stock F1, F6 | 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 — 919,948 contracts (Indirect, By Trusts);
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 — 784 shares (Direct);
Class A Common Stock — 308 shares (Indirect, By Household Members);
Class A Common Stock — 45,202 shares (Indirect, By Trusts)
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. Reporting Person disclaims beneficial ownership of all shares of MSGR beneficially owned or deemed to be beneficially owned by her household members, and this filing shall not be deemed an admission that Reporting Person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose, the beneficial owner of such securities.
- F5. Reflects securities held by trusts for which Reporting Person serves as co-trustee. Reporting Person disclaims beneficial ownership of all shares of MSGR beneficially owned or deemed to be beneficially owned by the trusts, and this report shall not be deemed to be an admission that she is, for purposes of Section 16 or for any other purpose, the beneficial owner of such securities.
- F6. Class B Common Stock is convertible at the option of the holder on a share for share basis into Class A Common Stock.
- F7. Represents Class B Common Stock received in connection with the Distribution in a transaction exempt under Rule 16a-9.
Key Figures
Class A shares in MSGK subsidiary transactions: 9,794,568 shares
Class B shares in MSGK subsidiary transactions: 2,264,754 shares
Class B shares held by trusts: 919,948 shares
+4 more
7 metrics
Class A shares in MSGK subsidiary transactions
9,794,568 shares
Reported as acquired by MSGK and its subsidiaries on October 20, 2026, and disposed of on October 26, 2026.
Class B shares in MSGK subsidiary transactions
2,264,754 shares
Reported as acquired by MSGK and its subsidiaries on October 20, 2026, and disposed of on October 26, 2026.
Class B shares held by trusts
919,948 shares
Received in the October 26, 2026 distribution; the trusts were co-trusted by Dolan.
Class A shares held by trusts
45,202 shares
Received in the October 26, 2026 distribution; the trusts were co-trusted by Dolan.
Direct Class A shares
784 shares
Dolan's reported post-transaction direct holding after the distribution.
Class A shares held by household members
308 shares
Reported after the distribution; Dolan disclaimed beneficial ownership.
MSGK distribution ratio
1 share of each MSGR class for every 2 corresponding MSGK shares
Distribution to MSGK stockholders on October 26, 2026.
Key Terms
spin-off, recapitalized, Rule 16b-7, Rule 16a-9
4 terms
spin-off financial
"the spin-off of MSGR from MSGK"
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 and Class B 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"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What was the MSGR distribution ratio reported by Kathleen Margaret Dolan?
On October 26, 2026, MSG Knickerbockers Corp. distributed one share of MSGR Class A Common Stock and one share of MSGR Class B Common Stock for every two shares of the corresponding MSGK classes. The distribution followed the October 20, 2026 recapitalization of MSGR common stock into Class A and Class B Common Stock.
AI-generated analysis. How Rhea-AI works. Not financial advice.
