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8-K - MSGS Spinco, Inc. (0002132873) (Filer)

SEC · EDGAR 财务披露 · October 9, 2026 at 4:37 PM ET

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 9, 2026

MSGS Spinco, Inc.*

(Exact Name of Registrant as Specified in Charter)

Nevada   001-43449   42-2203884

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

Two Pennsylvania Plaza, New York, NY   10121
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area (212) 465-6500

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol(s)

 

Name of Each Exchange

on Which Registered

Class A Common Stock   MSGR**   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

*

MSGS Spinco, Inc. will be renamed “MSG Rangers Corp.” upon the Distribution (as defined herein).

**

Upon the Distribution, MSGS Spinco, Inc. will be listed on the New York Stock Exchange (“NYSE”) under the symbol “MSGR”.


Item 5.02

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Effective as of the open of business on October 9, 2026, Joseph M. Cohen was appointed as a director of MSGS Spinco, Inc. (the “Company”) by the Company’s Board of Directors (the “Board”). In addition, the Board appointed Mr. Cohen as a member of the Audit Committee and the Compensation Committee of the Board effective as of the time of Mr. Cohen’s appointment to the Board. Mr. Cohen’s biographical and compensation information is included in the Information Statement filed as Exhibit 99.1 to Amendment No. 4 of the Company’s registration statement on Form 10 (the “Registration Statement”) filed with the Securities and Exchange Commission on September 30, 2026 in connection with the distribution by Madison Square Garden Sports Corp. (“MSG Sports”) to its stockholders of all of the issued and outstanding shares of Company’s common stock as set forth in the Registration Statement (the “Distribution”). Such information is incorporated into this Item 5.02 by reference.

Item 8.01

Other Events.

The Company’s Registration Statement became effective on October 9, 2026 at 4:00 p.m., New York City time. The Information Statement dated October 9, 2026, which is attached hereto as Exhibit 99.1, is substantially in the form attached as Exhibit 99.1 to the Registration Statement. The Distribution is expected to occur at 11:59 p.m., New York City time, on October 26, 2026. Prior to the Distribution, the Information Statement will be mailed to MSG Sports stockholders as of the close of business on October 20, 2026, the record date for the Distribution.

The foregoing description is qualified in its entirety by reference to the Information Statement.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

99.1    Information Statement, dated October 9, 2026.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    MSGS SPINCO, INC.
Date: October 9, 2026     By:  

/s/ Mark Cresitello

    Name:   Mark Cresitello
    Title:   Senior Vice President, Deputy General Counsel and Secretary

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