Form 4: Mike Zoi Sells 904,395 Shares of Motorsport Games Inc.

Major shareholder Mike Zoi reduced his stake in Motorsport Games Inc. to 5% through a privately negotiated share repurchase agreement.

Summary

• Mike Zoi, a significant owner of Motorsport Games Inc., sold 904,395 shares of Class A Common Stock on April 23, 2026.
• The transaction was an off-market sale back to the company at a price of $4.11 per share.
• The total value of the transaction is approximately $3,717,063.
• Following this sale, Zoi's indirect ownership through Driven Lifestyle Group LLC stands at 254,453 shares, representing 5.0% of the company.
• The reporting person has indicated they are no longer subject to Section 16 reporting obligations.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this as slightly negative; while the buyback is structured, the significant exit of a 10% owner and the use of $3.7 million in corporate cash for an insider exit rather than growth is a cautious signal.

Positives

• The company is actively repurchasing shares, which can reduce the total share count and potentially increase earnings per share.
• The transaction was conducted at a fixed price of $4.11 in a structured, off-market agreement, avoiding immediate open-market volatility.

Negatives

• A major 10% owner is significantly reducing their position, which may be interpreted by the market as a lack of long-term confidence.
• The company utilized over $3.7 million in cash to fund this specific repurchase from an insider.
• The reporting person will no longer be required to disclose future trades under Section 16, reducing transparency for this specific stakeholder.

Risks

• Large-scale divestment by a key stakeholder can create negative investor sentiment.
• The use of corporate capital for insider buybacks reduces the liquidity available for research, development, or other strategic growth initiatives.
• The exit of a major shareholder may precede further changes in corporate direction or ownership structure.

Future Outlook

The reporting person is no longer subject to Section 16 reporting, suggesting they may continue to reduce their stake below the 5% threshold without the same immediate disclosure requirements. The company's focus appears to be on consolidating ownership or providing liquidity to major early-stage investors.

Management Comments

• The shares were sold in a privately-negotiated off-market transaction pursuant to the Share Repurchase Agreement, dated as of April 22, 2026, by and between the reporting person and the Issuer.

Industry Context

StockSavvy.ai notes that in the gaming and software industry, share repurchases are often used to manage dilution from equity-based compensation, but direct buybacks from 10% owners are typically strategic moves to clean up the cap table or provide an exit for major backers.

Comparison to Industry Standards

• The use of a Share Repurchase Agreement for a specific insider is more targeted than the broad open-market buyback programs typically seen in larger gaming firms like Electronic Arts or Take-Two.
• The $4.11 price point serves as a benchmark for the company's internal valuation of its own equity at the time of the agreement.

Corporate Governance

Related Party Transactions

• The company entered into a Share Repurchase Agreement with Mike Zoi, a 10% owner, to buy back 904,395 shares for $3,717,063.45.

Stakeholder Impact

• Shareholders may see a slight increase in their proportional ownership due to the reduction in shares outstanding.
• The company's cash position is reduced by approximately $3.7 million to facilitate the transaction.

Next Steps

• Monitor the company's next quarterly report to assess the impact of the $3.7 million cash outlay on the balance sheet.
• Watch for any further filings regarding Driven Lifestyle Group LLC's remaining 5% stake.

Key Dates

Recommendation

The structured nature of the buyback suggests an orderly transition of ownership, but the exit of a major stakeholder warrants a neutral stance until the company demonstrates how it will replace the spent capital with operational growth.

Keywords

Motorsport Games Inc., MSGM, Mike Zoi, Share Repurchase, Insider Selling, Class A Common Stock, Driven Lifestyle Group LLC, Section 16