STOCK TITAN

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

The reported share changes separate MSG Knickerbockers Corp.’s entity holdings from Mary S. Dolan’s direct shares and shares held by her minor children.

(Neutral)

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Form Type
4

Rhea-AI Filing Summary

MSGS Spinco, Inc. (MSGR), identified in the transaction notes as MSG Rangers Corp., was spun off from MSG Knickerbockers Corp. On October 20, 2026, the issuer’s outstanding common stock was recapitalized into Class A and Class B common stock. MSG Knickerbockers Corp. and its subsidiaries reported indirect acquisitions of 9,794,568 Class A shares and 2,264,754 Class B shares, and a disposition of 100 common shares, leaving zero shares in that position.

On October 26, 2026, MSG Knickerbockers Corp. distributed one share of each class for every two shares of the respective MSG Knickerbockers Corp. classes; its subsidiaries reported dispositions of those same Class A and Class B share counts. Mary S. Dolan, trustee of a 13(d) Group Member, also acquired 1,301 Class A shares directly, including shares held jointly with her spouse, and 1,136 shares held by her minor children. Dolan disclaims beneficial ownership of the children’s shares.

Insider DOLAN MARY S
Role Insider
Type Security Shares Price Value
Other Class B Common Stock F1, F6 2,264,754 -- --
Other Class A Common Stock F1 9,794,568 -- --
Other Class A Common Stock F2, F3, F4 1,301 -- --
Other Class A Common Stock F2, F3, F5 1,136 -- --
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); 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 — 1,301 shares (Direct); Class A Common Stock — 1,136 shares (Indirect, By Minor Children)
Footnotes (6)
  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. Includes shares held jointly with spouse.
  5. F5. Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that she 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. F6. Class B Common Stock is convertible at the option of the holder on a share for share basis into Class A Common Stock.
Class A shares acquired indirectly by MSG Knickerbockers Corp. and subsidiaries 9,794,568 shares October 20, 2026
Class B shares acquired indirectly by MSG Knickerbockers Corp. and subsidiaries 2,264,754 shares October 20, 2026
Common shares disposed indirectly 100 shares October 20, 2026; zero shares following the transaction
Class A shares disposed indirectly by MSG Knickerbockers Corp. and subsidiaries 9,794,568 shares October 26, 2026
Class B shares disposed indirectly by MSG Knickerbockers Corp. and subsidiaries 2,264,754 shares October 26, 2026
Class A shares acquired directly by Mary S. Dolan 1,301 shares October 26, 2026; includes shares held jointly with her spouse
Class A shares held by Mary S. Dolan’s minor children 1,136 shares October 26, 2026; Dolan disclaims beneficial ownership
Distribution ratio 1 share for every 2 shares One share of each class for every two shares of the corresponding MSG Knickerbockers Corp. classes
spin-off financial
"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.
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"
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.

What MSGR shares were transferred in the October 2026 spin-off?

On October 20, 2026, 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 26, 2026, they reported dispositions of those same share counts as MSG Knickerbockers Corp. distributed one share of each class for every two shares of the corresponding MSG Knickerbockers Corp. classes.

How many MSGR Class A shares did Mary S. Dolan report receiving?

The transaction records show 1,301 Class A shares directly owned by Dolan after the transaction, including shares held jointly with her spouse, and 1,136 shares held by her minor children. Dolan disclaims beneficial ownership of the children’s shares.

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

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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
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 MARY S

(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)
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)
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)V1,301(2)A(2)1,301(3)(4)D
Class A Common Stock10/26/2026J(2)V1,136(2)A(2)1,136(3)I(5)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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock(1)10/20/2026J(1)V2,264,754(1) (6) (6)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) (6) (6)Class A Common Stock2,264,754(1)0(1)IBy 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 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 she 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. 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 Mary S. Dolan10/28/2026
** 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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