SCHEDULE: Insider Sells Motorsport Games Shares

Driven Lifestyle Group and Mike Zoi reported the sale of 172,334 Class A common shares of Motorsport Games Inc. under a pre-arranged trading plan.

Summary

• Driven Lifestyle Group LLC and Mike Zoi, collectively the Reporting Persons, sold an aggregate of 172,334 shares of Motorsport Games Inc. Class A Common Stock.
• The sales occurred on March 3, 2026, March 4, 2026, March 5, 2026, and March 6, 2026.
• These transactions were executed in accordance with a Rule 10b5-1 trading arrangement adopted by Driven Lifestyle on December 31, 2025.
• Following these sales, the Reporting Persons beneficially own 1,214,699 shares of Class A Common Stock, representing approximately 23.9% of the Company's outstanding Class A Common Stock.
• Including their 700,000 shares of Class B common stock (which carry 10 votes per share), the Reporting Persons control 68.0% of the total voting power of Motorsport Games Inc.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this as a moderately negative development due to significant insider selling, even if pre-planned, which can signal reduced confidence or a strategic shift by a major shareholder.

Positives

• The sales were conducted under a pre-arranged Rule 10b5-1 trading plan, indicating a structured and pre-determined disposition rather than an immediate reaction to new negative information.

Negatives

• A significant insider, Driven Lifestyle Group LLC, has reduced its holdings in Motorsport Games Inc. by 172,334 shares.
• The reduction in Class A common stock ownership by the Reporting Persons from a previously higher percentage to 23.9% could be perceived negatively by the market.

Risks

• The Reporting Persons reserve the right to dispose of all or part of their remaining holdings of Class A Common Stock in the future, which could exert downward pressure on the stock price.
• Future actions by the Reporting Persons, including further sales or changes in their investment strategy, could impact the company's stock performance.

Future Outlook

The Reporting Persons explicitly state they do not have present plans or proposals beyond the reported sales but reserve the right to formulate future plans, including acquiring or disposing of additional shares, or changing their investment intentions.

Management Comments

• "The Reporting Persons reserve the right to formulate plans and/or make proposals, and take such actions with respect to their investment in the Company, including, subject to applicable law, (i) to hold their Class A Common Stock as a passive investor or as an active investor, (ii) to acquire beneficial ownership of additional Class A Common Stock in the open market, in privately negotiated transactions or otherwise, (iii) to dispose of all or part of their holdings of Class A Common Stock, (iv) to take other actions which could involve one or more of the types of transactions or have one or more of the results described in Item 4 of Schedule 13D, or (v) to change their intention with respect to any or all of the matters referred to in Item 4 of Schedule 13D."

Industry Context

StockSavvy.ai notes that insider selling, even under a Rule 10b5-1 plan, can sometimes be interpreted by the market as a signal regarding the insider's long-term confidence in the company, especially in the competitive and evolving motorsport and automotive digital technology sector where Motorsport Games operates.

Comparison to Industry Standards

• This filing primarily concerns insider ownership changes rather than operational or financial results, making direct comparisons to industry-specific performance benchmarks or competitor projects not applicable.
• The use of a Rule 10b5-1 plan for insider sales is a standard practice for executives and large shareholders to manage their stock holdings while complying with insider trading regulations.

Stakeholder Impact

• Shareholders: The sale of shares by a significant insider could lead to negative market sentiment and potential downward pressure on the stock price.
• Management: The continued significant voting control (68.0%) by the Reporting Persons, even after the Class A share sales, indicates stable control over strategic decisions.

Next Steps

• The Rule 10b5-1 Plan covers 1,480,385 shares and terminates on the earlier of two years from its effective date, the execution of all specified trades, or certain other conditions. This implies potential for further sales under the plan.
• The Reporting Persons reserve the right to acquire additional shares or dispose of more holdings in the future.

Key Dates

Recommendation

The sale of a substantial number of shares by a major insider, even under a Rule 10b5-1 plan, typically signals a lack of conviction in the company's near-term growth prospects or a strategic decision to reduce exposure. While the insider still retains significant voting power, the reduction in direct equity ownership by a key entity like Driven Lifestyle Group LLC suggests a cautious stance, leading to a "sell" recommendation for investors who might interpret this as a negative signal for future stock performance.

Keywords

Motorsport Games Inc., MSGM, Schedule 13D/A, insider selling, Rule 10b5-1 plan, stock disposition, beneficial ownership, Driven Lifestyle Group LLC, Mike Zoi, Class A common stock, voting power