Motorsport Games Inc. has adopted a limited duration stockholder rights plan to protect the investment of stockholders during a period where the share price does not reflect the company's inherent value or long-term growth potential. The plan, approved unanimously by the Board of Directors, is effective immediately and will expire on July 20, 2027, unless redeemed earlier. The rights plan declares a dividend distribution of one right for each outstanding share of the Company’s Class A common stock, with a record date of August 3, 2026.

The Board adopted the Rights Plan in response to recent significant accumulations of Motorsport Games’ Class A common stock by certain stockholders. The plan is not intended to interfere with any sale, merger, tender, exchange offer, or other business combination approved by the Board. It is designed to reduce the likelihood of any person or group gaining a control position through open market accumulations without paying an appropriate control premium.

Key Details of the Rights Plan

Under the plan, rights generally become exercisable if a person or group acquires beneficial ownership of 12.5% or more of Motorsport Games’ outstanding Class A common stock. If an existing stockholder already owns 12.5% or more, the rights trigger if they increase their beneficial ownership by one or more shares. The definition of beneficial ownership includes derivative securities.

Mechanics of the Plan

If the rights become exercisable, each right will entitle the holder to purchase additional shares of Motorsport Games’ Class A common stock at the then-current exercise price. The market value of these shares will be twice the exercise price of the right. Rights held by the acquiring person become void and are not exercisable.

In the event Motorsport Games is acquired in a merger or other business combination after a triggering event, each right will entitle holders to purchase shares of the acquiring person's common stock. The value of these shares will also be twice the exercise price of the right. The Board may exchange each right for one share of Class A common stock, subject to adjustment, or redeem the rights at $0.001 per right.

Additional information regarding the Rights Plan will be contained in a Form 8-K to be filed with the U.S. Securities and Exchange Commission (SEC).

Motorsport Games Inc. has appointed Peter Hansen-Chambers as its Chief Financial Officer, effective July 1, 2026, to support the company's next phase of growth and diversification of revenue lines. Stanley Beckley, the current CFO, will transition into a newly created role as Chief Accounting and Compliance Officer on the same date. The Board believes the new structure adds senior commercial and strategic capability while maintaining rigor in accounting and compliance as the business scales.

Leadership Transition Details

The leadership evolution is designed to help Motorsport Games expand its product portfolio beyond its existing titles. Stephen Hood, Chief Executive Officer of Motorsport Games, stated that Hansen-Chambers brings the commercial and strategic depth needed to build new products and revenue opportunities. Hood also thanked Beckley for his contributions as CFO and noted that his expertise will continue to benefit the company in the new role, focusing on financial governance and compliance.

Executive Background

Peter Hansen-Chambers brings almost 20 years of experience in the video games industry, spanning commercial strategy, licensing, legal, finance, business development, and M&A across console, PC, and mobile platforms. He has served as Executive Advisor to Motorsport Games since January 2026. Previously, he worked at Hutch Games Ltd from October 2014 to October 2025, most recently as Co-CEO and Chief Financial Officer, where he helped transform the company into a profitable business with over 170 employees. In 2020, he oversaw the sale of Hutch to Modern Times Group MTG AB for a price in excess of $275 million.

Company Overview

Motorsport Games is a racing game developer, publisher, and esports ecosystem provider of official motorsport racing series. The company is the officially licensed video game developer and publisher for series including the 24 Hours of Le Mans and the FIA World Endurance Championship. Its portfolio includes the rFactor 2 and KartKraft simulation platforms, and it powers F1 Arcade through a partnership with Kindred Concepts.