SCHEDULE 13D/A: Motorsport Games Insider Sells Shares

Driven Lifestyle Group and Mike Zoi reduced their stake in Motorsport Games Inc. by selling 62,828 Class A common shares under a Rule 10b5-1 plan.

Summary

• Driven Lifestyle Group LLC and Mike Zoi, collectively the Reporting Persons, beneficially own 1,417,557 shares of Motorsport Games Inc. Class A Common Stock, representing approximately 27.9% of the outstanding shares.
• Including their 700,000 shares of Class B common stock, the Reporting Persons control 69.7% of the total voting power of the company.
• Driven Lifestyle sold an aggregate of 62,828 shares of Class A Common Stock on February 20, 2026, February 23, 2026, and February 24, 2026.
• These sales were executed under a Rule 10b5-1 trading arrangement adopted by Driven Lifestyle on December 31, 2025.
• The Rule 10b5-1 plan covers a total of 1,480,385 shares of Class A Common Stock and was set to begin sales after 31 days from its adoption date.
• The Reporting Persons explicitly state they reserve the right to adjust their investment strategy, including acquiring more shares, disposing of holdings, or changing their intentions regarding the company.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing negatively due to a significant insider reducing their stake and the potential for further large-scale selling under the 10b5-1 plan, which could pressure the stock price.

Positives

• The sales were conducted under a pre-arranged Rule 10b5-1 trading plan, which suggests a systematic, non-discretionary approach to selling, potentially mitigating concerns about insider trading based on new material nonpublic information.

Negatives

• A significant shareholder, Driven Lifestyle Group LLC, and its manager, Mike Zoi, reduced their beneficial ownership in Motorsport Games Inc. by selling 62,828 shares.
• The Rule 10b5-1 plan covers a substantial 1,480,385 shares, indicating a potential for further significant sales by this major shareholder over the two-year term of the plan.

Risks

• The ongoing sale of a large block of shares (1,480,385 shares covered by the 10b5-1 plan) by a significant shareholder could exert downward pressure on the stock price.
• A reduction in ownership by a major shareholder, especially one with substantial voting power (69.7%), could be perceived negatively by the market, potentially signaling a lack of confidence or a shift in strategic priorities by the insider.
• The plan's termination conditions include the liquidation, dissolution, bankruptcy, or insolvency of either Driven Lifestyle or Motorsport Games Inc., highlighting inherent business risks.

Future Outlook

The Reporting Persons explicitly reserve the right to formulate future plans and proposals regarding their investment in Motorsport Games Inc. This includes potentially holding their Class A Common Stock as a passive or active investor, acquiring additional shares, disposing of all or part of their holdings, or changing their intentions with respect to their investment. The Rule 10b5-1 plan itself outlines a future disposition of up to 1,480,385 shares over a two-year period.

Management Comments

• "Client is not aware of any material nonpublic information concerning Issuer or any of its securities (including the Stock) and is entering into this Trading Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1." (From Driven Lifestyle Group LLC, the Client, in the 10b5-1 plan)
• "Client has obtained the approval of Issuers counsel to enter into this Trading Plan and confirms that the terms of the Trading Plan are in accordance with Issuers insider trading policies, including but not limited to cooling off periods and minimum or maximum contract time frames." (From Driven Lifestyle Group LLC, the Client, in the 10b5-1 plan)
• Stanley Beckley, Chief Financial Officer of Motorsport Games Inc., acknowledged the Trading Plan on December 31, 2025.

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, particularly when a significant shareholder with substantial voting control is involved. While 10b5-1 plans are designed to allow insiders to sell shares without being accused of trading on material nonpublic information, a large planned disposition can still create an overhang on the stock, potentially impacting investor sentiment in the motorsport and automotive digital technology sector.

Comparison to Industry Standards

• The establishment of a Rule 10b5-1 plan is a standard practice for insiders to manage their equity holdings while adhering to SEC regulations, particularly for executives and large shareholders of publicly traded companies like Motorsport Games Inc.
• The cooling-off periods specified in the plan (90-120 days for directors/officers, 30 days for others) align with recent SEC amendments to Rule 10b5-1, which aim to prevent opportunistic trading.
• The significant voting control (69.7%) held by Driven Lifestyle and Mike Zoi is notable, indicating a highly concentrated ownership structure, which is not uncommon in smaller or founder-led companies but can raise corporate governance considerations compared to more widely held peers.

Corporate Governance

Stakeholder Impact

• Shareholders: Existing shareholders may experience downward pressure on the stock price due to the ongoing sales by a significant insider. The reduction in a major holder's stake could also impact investor confidence.
• Company (Motorsport Games Inc.): The company's stock price could be affected by the selling activity. The high concentration of voting power (69.7%) by the Reporting Persons remains, indicating continued strong influence over corporate decisions.

Next Steps

• Driven Lifestyle Group LLC's broker will continue to effect sales of the remaining shares covered by the Rule 10b5-1 plan, which totals 1,480,385 shares, until the plan terminates (earliest of 2 years from 12/31/2025, or full execution of trades, or other specified conditions).
• The Reporting Persons may formulate new plans or proposals regarding their investment, including acquiring or disposing of additional shares.

Key Dates

Recommendation

The filing indicates a significant insider, Driven Lifestyle Group LLC, and its manager, Mike Zoi, are actively reducing their stake in Motorsport Games Inc. through a Rule 10b5-1 plan covering a substantial number of shares (1,480,385). While the plan provides a legal framework for selling, the actual sales of 62,828 shares and the potential for further large-scale dispositions create an overhang on the stock. This insider selling, especially from a party with such a high percentage of voting control, can be interpreted as a negative signal regarding future prospects or valuation, suggesting that a seasoned investor might consider selling their holdings to avoid potential downward price pressure.

Keywords

Motorsport Games Inc., MSGM, Driven Lifestyle Group, Mike Zoi, Schedule 13D/A, Insider Selling, Rule 10b5-1 Plan, Share Ownership, Voting Power, Class A Common Stock, SEC Filing