SCHEDULE: Motorsport Games Repurchases 904,395 Shares from Driven Lifestyle

Driven Lifestyle Group LLC reduced its stake in Motorsport Games Inc. to 5% following a significant share repurchase agreement and the cancellation of all its Class B holdings.

Summary

• Driven Lifestyle Group LLC sold 904,395 shares of Class A Common Stock back to Motorsport Games Inc. in a privately negotiated transaction.
• The sale was consummated on April 23, 2026, pursuant to a Share Repurchase Agreement dated April 22, 2026.
• Following the transaction, the reporting persons beneficially own 254,453 shares, representing approximately 5.0% of the outstanding Class A Common Stock.
• 700,000 shares of Class B Common Stock previously held by the reporting persons were cancelled as a result of the sale, leaving them with zero Class B shares.
• A Rule 10b5-1 trading arrangement previously adopted on December 31, 2025, was terminated effective April 23, 2026.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as neutral; while the reduction in share count is technically accretive, the significant exit by a primary insider and the termination of their trading plan suggests a major shift in internal support.

Positives

• The company successfully executed a significant share repurchase, which can reduce the overall share count and potentially increase earnings per share.
• Simplification of the capital structure occurred through the cancellation of 700,000 Class B shares.
• The reporting persons' voting power has been consolidated to a single class of stock.

Negatives

• A major insider and significant shareholder, Mike Zoi, has substantially reduced his equity stake in the company.
• The termination of the Rule 10b5-1 plan suggests a departure from the previously planned systematic disposition of shares in favor of a bulk exit.
• The company utilized cash or capital resources to repurchase these shares, which could have otherwise been used for operational growth or debt reduction.

Risks

• The significant reduction in ownership by a key stakeholder may signal a lack of confidence in the company's long-term valuation.
• The reporting persons reserve the right to dispose of their remaining 5.0% stake, which could create further downward pressure on the stock price.
• The cancellation of Class B shares and the reduction in Class A holdings significantly alters the voting control dynamics of the issuer.

Future Outlook

The reporting persons have stated they may hold their remaining shares as passive or active investors, acquire more shares, or dispose of their remaining holdings depending on market conditions and other factors.

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.

Industry Context

StockSavvy.ai notes that large-scale share repurchases from major insiders in the gaming and digital media sector often indicate a consolidation of control or a strategic move to support share prices during periods of high volatility, though it can also signal an insider's desire for liquidity.

Comparison to Industry Standards

• The cancellation of super-voting or secondary class shares (Class B) is a positive governance trend seen in mature technology companies to simplify equity structures.
• A 5% ownership threshold is a standard regulatory trigger for Schedule 13D filings, ensuring transparency for institutional investors.
• Privately negotiated repurchases are a common alternative to open-market buybacks when dealing with large block holders to minimize immediate market impact.

Corporate Governance

Related Party Transactions

• The Issuer repurchased 904,395 shares of Class A Common Stock from Driven Lifestyle Group LLC, an entity controlled by Mike Zoi, the sole manager.

Stakeholder Impact

• Remaining shareholders may benefit from reduced dilution due to the share repurchase.
• Mike Zoi's influence over corporate governance is significantly diminished following the cancellation of his Class B shares.

Next Steps

• Monitor for any further filings indicating the liquidation of the remaining 5.0% stake by Driven Lifestyle Group LLC.

Key Dates

Recommendation

The repurchase reduces the share float which is generally positive, but the substantial exit of a major insider warrants a cautious 'hold' until the company demonstrates how it will replace this strategic backing.

Keywords

Motorsport Games Inc., Driven Lifestyle Group LLC, Mike Zoi, Share Repurchase, Class A Common Stock, Class B Common Stock, Schedule 13D, Insider Selling, Capital Structure, Rule 10b5-1