Motorsport Games Adopts Limited Duration Stockholder Rights Plan

Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or the “Company”), a racing game developer, publisher, and esports ecosystem provider of official motorsport racing series, today announced that its Board of Directors has unanimously approved and adopted a limited duration stockholder rights plan (the “Rights Plan”) and declared a dividend distribution of one right for each outstanding share of the Company’s Class A common stock. The Rights Plan is effective immediately and will expire on July 20, 2027, or earlier, as provided in the Rights Plan. The record date for such dividend distribution is August 3, 2026.

The Board adopted the Rights Plan to protect the investment of stockholders during a period in which it believes the share price of Motorsport Games’ Class A common stock does not reflect the inherent value of the business or its long-term growth potential, and during which time there have been recent significant accumulations of Motorsport Games’ Class A common stock by certain stockholders. The Rights Plan has not been adopted in response to any specific takeover bid or other proposal to acquire control of Motorsport Games. The Rights Plan is intended to enable Motorsport Games stockholders to realize the long-term value of their investment in Motorsport Games by (i) reducing the likelihood that any person or group is able to gain a control or control-like position in Motorsport Games through open market accumulations without paying all stockholders an appropriate control premium, and (ii) providing the Board with sufficient opportunity to make informed judgments and take actions that are in the best interests of all stockholders. The Rights Plan is not intended to interfere with any sale, merger, tender, exchange offer, or other business combination approved by the Board. Nor does the Rights Plan prevent the Motorsport Games Board from considering any offer or proposed business combination that recognizes the full value of Motorsport Games and is in the best interests of Motorsport Games’ stockholders.

The Rights Plan is similar to other stockholder rights plans adopted by publicly held companies. Under the Rights Plan, the rights generally become exercisable if a person or group (each, an “acquiring person”) acquires beneficial ownership of 12.5% or more of Motorsport Games’ outstanding Class A common stock or if any existing stockholder that already beneficially owns 12.5% or more of the outstanding Class A common stock subsequently increases its beneficial ownership by one or more shares. In the event that the rights become exercisable due to the triggering ownership threshold being crossed, each right will entitle its holder (other than the acquiring person, whose rights would become void and would not be exercisable) to purchase, at the then-current exercise price, additional shares of Motorsport Games’ Class A common stock having a then-current market value of twice the exercise price of the right. In the Rights Plan, the definition of “beneficial ownership” includes derivative securities. In addition, if Motorsport Games is acquired in a merger or other business combination after an acquiring person acquires beneficial ownership of 12.5% or more of Motorsport Games’ outstanding Class A common stock, each right will entitle its holder (other than acquiring person, whose rights would become void and would not be exercisable) to purchase, at the then-current exercise price, shares of common stock of the acquiring person having a then-current market value of twice the exercise price of the right. The Board, at its option, may exchange each right (other than rights owned by the acquiring person that have become void) in whole or in...