SCHEDULE 13D/A: Motorsport Games Insider Sells Shares, Maintains Control

Driven Lifestyle Group and Mike Zoi reported the sale of 55,851 Class A common shares of Motorsport Games Inc. under a Rule 10b5-1 plan, while retaining 22.8% of Class A stock and 67.5% of total voting power.

Summary

• Driven Lifestyle Group LLC and Mike Zoi, collectively "Reporting Persons," filed an Amendment No. 5 to Schedule 13D.
• Driven Lifestyle sold an aggregate of 55,851 shares of Motorsport Games Inc. Class A Common Stock on March 9 and March 10, 2026.
• These sales were conducted under a Rule 10b5-1 trading arrangement adopted by Driven Lifestyle on December 31, 2025.
• Following these transactions, the Reporting Persons beneficially own 1,158,848 shares of Class A Common Stock, representing approximately 22.8% of the Company's outstanding Class A shares.
• Including their 700,000 shares of Class B common stock (which carry 10 votes per share), the Reporting Persons control 67.5% of the total voting power of Motorsport Games Inc.
• The Rule 10b5-1 plan covers 1,480,385 shares of Class A Common Stock and commenced sales after 31 days from its adoption date, with a termination date not exceeding 2 years from its effective date.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this as moderately negative due to insider selling, which often signals a lack of confidence or a need for liquidity, despite the sales being part of a pre-arranged plan and the reporting persons retaining significant voting control.

Positives

• The Reporting Persons, including Mike Zoi, maintain significant control over Motorsport Games Inc. with 67.5% of the total voting power, indicating stable leadership.
• The sales were conducted under a pre-arranged Rule 10b5-1 plan, suggesting a planned and orderly disposition rather than an abrupt reaction to negative news.

Negatives

• A significant insider, Driven Lifestyle Group, sold 55,851 shares of Class A Common Stock, which could be perceived negatively by the market as a reduction in insider ownership.
• The Rule 10b5-1 plan covers a substantial 1,480,385 shares of Class A Common Stock, indicating potential for further sales by the insider over the plan's duration.

Risks

• Potential for continued sales of Class A Common Stock by Driven Lifestyle Group under the existing Rule 10b5-1 plan, which covers 1,480,385 shares, could exert downward pressure on the stock price.
• The Reporting Persons reserve the right to dispose of all or part of their holdings, which could lead to further dilution or market uncertainty if executed.

Future Outlook

The Reporting Persons reserve the right to formulate future plans, including holding their Class A Common Stock as a passive or active investor, acquiring additional shares, disposing of all or part of their holdings, or taking other actions related to their investment.

Industry Context

StockSavvy.ai notes that insider selling, even under a pre-arranged plan, can sometimes be interpreted by the market as a lack of confidence, though it is a common practice for liquidity or diversification purposes. The significant retained voting power suggests continued strategic influence by the reporting persons in the motorsport and automotive digital technology sector.

Stakeholder Impact

• Shareholders: Potential for increased selling pressure on Class A Common Stock due to ongoing Rule 10b5-1 plan sales. The significant voting control by the Reporting Persons (67.5%) means minority shareholders have limited influence on corporate decisions.

Next Steps

• The Rule 10b5-1 plan will continue to execute trades or expire, with a termination date not exceeding 2 years from its effective date.
• Reporting Persons may acquire additional shares, dispose of more holdings, or change their investment strategy in the future.

Key Dates

Recommendation

While the insider selling under a 10b5-1 plan introduces some negative sentiment and potential selling pressure, the Reporting Persons, particularly Mike Zoi, retain substantial voting control (67.5%). This strong control suggests stability in leadership and strategic direction, but the ongoing sales could cap upside. A 'hold' recommendation is appropriate as investors monitor the impact of continued sales against the stability provided by concentrated control.

Keywords

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