MSGS Spinco owner distributes shares at 1-for-2 ratio

MSGS Spinco, Inc. (MSGR) underwent a recapitalization on October 20, 2026: its 100 outstanding common shares were automatically converted into 9,794,568 Class A shares and 2,264,754 Class B shares.

Rhea-AI Filing Summary

MSGS Spinco, Inc. (MSGR) underwent a recapitalization on October 20, 2026: its 100 outstanding common shares were automatically converted into 9,794,568 Class A shares and 2,264,754 Class B shares. MSG Knickerbockers Corp., identified as a 10% owner, reported the transactions. On October 26, 2026, it distributed one MSGR Class A share and one MSGR Class B share to its stockholders for every two corresponding MSG Knickerbockers Corp. shares; afterward, it no longer beneficially owned any MSGR shares. Class B shares are convertible at the holder’s option on a one-for-one basis into Class A shares.

Insider Trade Summary

Other: 24,118,744 shares

Other 5 txns

Insider MSG Knickerbockers Corp.

Role 10% Owner

Type	Security	Shares	Price	Value
Other	Class B Common Stock F2, F3	2,264,754	--	--
Other	Class A Common Stock F2	9,794,568	--	--
Other	Class B Common Stock F1, F3	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 (Direct); Common Stock, par value $0.01 per share — 0 shares (Direct); Class A Common Stock — 0 shares (Direct)

Footnotes (3)

1. F1. Pursuant to the Amended and Restated Articles of Incorporation of MSGS Spinco, Inc. (to be renamed MSG Rangers Corp. and referred to herein as "MSGR") filed by MSGR on October 20, 2026, the 100 outstanding shares of common stock of MSGR were automatically converted into an aggregate of 9,794,568 fully-paid and nonassessable shares of Class A Common Stock of MSGR and 2,264,754 fully-paid and nonassessable shares of Class B Common Stock of MSGR (the "Recapitalization"), in a transaction exempt pursuant to Rule 16b-7 under the Securities Exchange Act of 1934 (the "Exchange Act"). The Recapitalization did not result in a change in the pecuniary interest of Madison Square Garden Sports Corp. (to be renamed MSG Knickerbockers Corp. and referred to herein as "MSGK") in MSGR.
2. F2. On October 26, 2026, MSGK distributed one share of MSGR 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 Section 16 pursuant to Rule 16a-9 under the Exchange Act. As a result of the Distribution, MSGK no longer beneficially owns any shares of MSGR and consequently is no longer subject to the requirements of Section 16 of the Exchange Act with respect to MSGR.
3. F3. Class B Common Stock of MSGR is convertible at the option of the holder on a one-for-one basis into Class A Common Stock of MSGR.

Key Figures

Outstanding common shares converted: 100 shares Class A shares issued in recapitalization: 9,794,568 shares Class B shares issued in recapitalization: 2,264,754 shares +2 more

5 metrics

Outstanding common shares converted 100 shares MSG R common stock, October 20, 2026

Class A shares issued in recapitalization 9,794,568 shares October 20, 2026

Class B shares issued in recapitalization 2,264,754 shares October 20, 2026

Class B-to-Class A conversion ratio one-for-one Conversion at the holder’s option

MSG R shares beneficially owned by MSG Knickerbockers Corp. 0 shares After the October 26, 2026 distribution

Key Terms

Recapitalization, pecuniary interest, Rule 16b-7, Rule 16a-9, +1 more

5 terms

Recapitalization financial

"in a transaction exempt pursuant to Rule 16b-7 under the Exchange Act (the “Recapitalization”)"

Recapitalization is a deliberate change to a company's mix of debt and equity—how much it borrows versus how much is funded by shareholders—accomplished by issuing or repaying debt, buying back shares, or issuing new shares. It matters to investors because it alters the company's risk profile, potential returns and cash flow stability: increasing debt can amplify returns but raises the chance of financial stress, while adding equity can dilute ownership but lower default risk—like swapping between a mortgage and savings to reshape household finances.

pecuniary interest financial

"did not result in a change in the pecuniary interest"

Rule 16b-7 regulatory

"in a transaction exempt pursuant to 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 Section 16 pursuant to Rule 16a-9"

fully-paid and nonassessable technical

"fully-paid and nonassessable shares of Class A Common Stock"

FAQ

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

How many MSGR shares did MSG Knickerbockers Corp. receive in the recapitalization?

On October 20, 2026, MSGR’s 100 outstanding common shares were automatically converted into 9,794,568 Class A shares and 2,264,754 Class B shares.

What did MSG Knickerbockers Corp. distribute to its stockholders on October 26, 2026?

It distributed one MSGR Class A share and one MSGR Class B share for every two corresponding MSG Knickerbockers Corp. shares, after which it no longer beneficially owned any MSGR shares.

Can MSGR Class B shares be converted into Class A shares?

Yes. MSGR Class B shares are convertible at the holder’s option on a one-for-one basis into Class A shares.

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

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Available on EDGAR 10/28/2026 - 04:30 PM EDT Accepted by SEC EDGAR 10/28/2026 - 04:30 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

X

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^*

MSG Knickerbockers Corp.

(Last) (First) (Middle)

TWO PENNSYLVANIA PLAZA

(Street)

NEW YORK NEW YORK 10121

(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	X	10% Owner
	Officer (give title below)		Other (specify below)

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)	D
Class A Common Stock	10/20/2026		J(1)	V	9,794,568(1)	A	(1)	9,794,568(1)	D
Class A Common Stock	10/26/2026		J(2)		9,794,568(2)	D	(2)	0(2)	D

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)		(3)	(3)	Class A Common Stock	2,264,754	(1)	2,264,754(1)	D
Class B Common Stock	(2)	10/26/2026		J(2)			2,264,754(2)	(3)	(3)	Class A Common Stock	2,264,754	(2)	0(2)	D

Explanation of Responses:

1. Pursuant to the Amended and Restated Articles of Incorporation of MSGS Spinco, Inc. (to be renamed MSG Rangers Corp. and referred to herein as "MSGR") filed by MSGR on October 20, 2026, the 100 outstanding shares of common stock of MSGR were automatically converted into an aggregate of 9,794,568 fully-paid and nonassessable shares of Class A Common Stock of MSGR and 2,264,754 fully-paid and nonassessable shares of Class B Common Stock of MSGR (the "Recapitalization"), in a transaction exempt pursuant to Rule 16b-7 under the Securities Exchange Act of 1934 (the "Exchange Act"). The Recapitalization did not result in a change in the pecuniary interest of Madison Square Garden Sports Corp. (to be renamed MSG Knickerbockers Corp. and referred to herein as "MSGK") in MSGR.

2. On October 26, 2026, MSGK distributed one share of MSGR 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 Section 16 pursuant to Rule 16a-9 under the Exchange Act. As a result of the Distribution, MSGK no longer beneficially owns any shares of MSGR and consequently is no longer subject to the requirements of Section 16 of the Exchange Act with respect to MSGR.

3. Class B Common Stock of MSGR is convertible at the option of the holder on a one-for-one basis into Class A Common Stock of MSGR.

	/s/ Mark C. Cresitello, SVP, Deputy General Counse and Secretary of MSG Knickerbockers Corp.	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)