SCHEDULE: Major Shareholder Reduces Stake in Motorsport Games

Driven Lifestyle Group and Mike Zoi have reduced their beneficial ownership in Motorsport Games Inc. by selling 30,524 Class A common shares.

Summary

• Driven Lifestyle Group LLC (formerly Motorsport Network, LLC) and Mike Zoi, collectively the "Reporting Persons," have filed an amendment to their Schedule 13D.
• The Reporting Persons beneficially own 1,387,033 shares of Class A Common Stock, representing approximately 27.3% of Motorsport Games Inc.'s outstanding Class A shares.
• Driven Lifestyle sold an aggregate of 30,524 shares of Class A Common Stock across four dates: February 25, 2026, February 26, 2026, February 27, 2026, and March 2, 2026.
• These sales were conducted under a Rule 10b5-1 trading arrangement adopted by Driven Lifestyle on December 31, 2025.
• Despite the sales, the Reporting Persons still control 69.4% of the total voting power of the Company, including their 700,000 Class B common stock holdings (which have 10 votes per share).
• The Rule 10b5-1 Plan covers a total of 1,480,385 shares of Class A Common Stock and commenced sales after 31 days from its adoption date.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing negatively as it reports a significant shareholder reducing their stake and outlines a plan for further substantial sales, which could signal reduced confidence or create downward pressure on the stock price.

Positives

• The Rule 10b5-1 plan provides a structured and pre-arranged method for share disposition, potentially reducing market impact compared to unscheduled sales.
• Reporting Persons maintain significant voting control (69.4%) despite the reduction in Class A common stock ownership.

Negatives

• A significant shareholder, Driven Lifestyle, has reduced its stake in the company by selling 30,524 Class A common shares.
• The Rule 10b5-1 plan indicates an intention to sell a substantial number of shares (1,480,385 Class A Common Stock) over a period of up to two years.

Risks

• The ongoing sale of a large block of shares (1,480,385 Class A Common Stock) by a major shareholder under a Rule 10b5-1 plan could exert downward pressure on the stock price.
• A reduction in ownership by a key insider or major shareholder might be perceived by the market as a lack of confidence in the company's future prospects.

Future Outlook

The Reporting Persons reserve the right to formulate future plans, including acquiring or disposing of additional Class A Common Stock, or changing their investment intentions. The Rule 10b5-1 plan for selling 1,480,385 shares is set to terminate within two years from its effective date, upon completion of trades, or due to specific corporate events like liquidation, dissolution, bankruptcy, or insolvency of Driven Lifestyle or the Company.

Management Comments

• "The Reporting Persons do not have any present plans or proposals with respect to the Company that would relate to or result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D."
• "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, or (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 while this filing primarily concerns a change in a major shareholder's stake, the underlying company, Motorsport Games Inc., operates in the niche but growing digital technology sector focused on motorsport and automotive industries. Shareholder actions like these can sometimes reflect broader sentiment within specific industry segments, though in this case, it appears to be a pre-planned disposition.

Stakeholder Impact

• Shareholders: Potential for increased selling pressure on Class A common stock due to ongoing sales by a major holder. Could be interpreted as a negative signal regarding the company's future.
• Company Management: The significant voting control (69.4%) held by the Reporting Persons remains largely unchanged, ensuring stability in strategic direction despite the Class A share sales.

Next Steps

• Continued sales of Class A Common Stock by Driven Lifestyle under the Rule 10b5-1 plan until its termination.
• Reporting Persons may acquire or dispose of additional Class A Common Stock in the future.

Key Dates

Recommendation

The filing indicates a major shareholder is actively reducing their stake and has a pre-arranged plan to sell a substantial number of additional shares. This insider selling, especially from a party with significant voting control, often signals a lack of confidence or a strategic shift by the insider, which typically exerts downward pressure on the stock price and is a negative indicator for investors.

Keywords

Motorsport Games Inc., MSGM, Schedule 13D/A, Driven Lifestyle Group, Mike Zoi, Class A Common Stock, share sale, Rule 10b5-1 plan, beneficial ownership, voting power, insider selling, SEC filing