Who is buying in: 13D, 13G and poison pills at listed esports companies

Several esports and gaming companies trade on American stock exchanges. A small listed company can change hands, or change course, because one investor quietly buys enough of its shares. The people who follow these companies, from fans of a team owned by a listed group to the partners who sign deals with them, therefore have a practical question: how does anyone find out who is buying in, and what can a board do about it?

The answers sit in a short set of federal rules and in the filings companies make under them. This guide explains what beneficial ownership means, what happens when an investor crosses 5% of a company's voting shares, how the long Schedule 13D differs from the shorter Schedule 13G, and what a stockholder rights plan, better known as a poison pill, does once a buyer approaches its line. It works from two recent cases at listed companies with ties to esports and gaming: Motorsport Games and Electronic Arts.

Securities and Exchange Commission Rule 13d-1 and its October 2023 amendments; Motorsport Games Form 8-K for July 22, 2026.

Why a stake becomes public

Schedules 13D and 13G are filed with the Securities and Exchange Commission (SEC), the United States market regulator, and report beneficial ownership. Both tell other investors and the company itself who holds a meaningful slice of a listed company's stock and, on the long form, more about why.

The line is set in Rule 13d-1. A person who acquires beneficial ownership of more than 5% of a class of equity securities covered by the rule must file a Schedule 13D, unless it qualifies for the shorter Schedule 13G.

For a listed esports company, the practical effect is that a buyer cannot build a large position unseen for long. Above 5%, the holder's name, the size of the stake and, on the long form, more detail about the holding reach the public record: within days for most holders, within 45 days of a quarter's end for some institutions.

What beneficial ownership means

The rules do not count shares only by whose name is on the register. Rule 13d-1 sets its thresholds in beneficial ownership, a legal measure of who really controls a share, and the measure can reach beyond shares held outright.

Derivatives are one example. When it adopted its 2023 amendments, the SEC said that an investor's use of certain cash-settled derivative securities may result in that investor being treated as the beneficial owner of the shares the derivatives refer to. A cash-settled derivative pays a sum of money tied to the share price instead of delivering shares. The amendments also clarified what a Schedule 13D must disclose about derivative securities, the SEC said.

Warrants are another. A warrant is a contract that lets its holder buy shares later at a set price. Ownership tables in company filings can count them beside the shares themselves: the Motorsport Games table discussed below listed one holder's position with the shares underlying its pre-funded warrants included.

The rules also cover people acting together. The same 2023 release gave guidance on the legal standard for when two or more persons may be considered a group, and Rule 13d-1 lets a group whose members are all eligible use the short form together.

The long form: Schedule 13D

Schedule 13D is the full disclosure. An investor that crosses 5% must file it within five business days after the date of the acquisition, under Rule 13d-1 as it stands since amendments the SEC adopted on October 10, 2023. Before that change the deadline was 10 days.

The 2023 amendments also tightened what comes after. An amendment to a Schedule 13D must now be filed within two business days, the SEC said when it adopted the rules. The new rules took effect 90 days after their publication in the Federal Register on November 7, 2023.

A Schedule 13D asks for more than a number, as the Electronic Arts filing discussed below shows: its items describe the transaction behind the holding and the holder's interest in the company's securities. It is also the form Rule 13d-1 requires of a holder whose purpose or effect is to change or influence control of the company.

The short form: Schedule 13G

Schedule 13G is shorter, and the SEC describes it as the form for investors without a control intent. Three kinds of holders use it, and each has its own clock under the 2023 amendments. The compliance date for the new Schedule 13G deadlines was September 30, 2024.

Qualified institutional investors are a category of regulated firms that Rule 13d-1 defines. Under the rule, they may use Schedule 13G only for shares acquired neither with the purpose nor with the effect of changing or influencing the control of the company. Exempt investors are a second category the rule sets apart, with the same quarterly clock.

A passive investor is any other holder that makes the same no-control certification. It may file Schedule 13G within five business days, on the condition that it does not own, directly or indirectly, 20% or more of the class. Above that level, the short form is closed to it.

A Schedule 13G is a statement about intent at the time it is filed. The Esports Advocate made the point in July 2026 about one such filing: the certification describes the holder's intent when it filed, and does not prevent a later change in plans or disclosure.

The rule has a mechanism for that change. Under paragraph (e) of Rule 13d-1, a Schedule 13G filer that comes to hold its shares with a purpose or effect of changing or influencing control must switch to Schedule 13D, within five business days.

At a small company, a few purchases move a stake quickly. At Motorsport Games, the case below, two days of buying in July added 15,937 shares and lifted one holder from 10.6% to about 11% of the Class A stock.

A case: Red Oak Partners at Motorsport Games

Motorsport Games, a Nasdaq-listed racing game company incorporated in Delaware, shows how these filings look in practice. The company creates the Le Mans Virtual Series, an esports competition. In July 2026, The Esports Advocate reported that Red Oak Partners, an investment manager based in Boca Raton, Florida, and founded by David Sandberg in 2003, had disclosed its position on Schedule 13G.

As of June 30, Red Oak and affiliated funds held 442,644 shares of Motorsport Games' Class A stock, or 10.6%, according to the outlet's reading of the filings. Purchases on July 1 and July 2 raised the position to 458,581 shares, about 11% of the outstanding Class A stock. The certification on the filing states that the shares are not held for the purpose of changing or influencing control. A Schedule 13D, the outlet noted, is typically used when an investor intends to influence control.

Red Oak's long fund says it may pursue shareholder activism opportunistically, The Esports Advocate reported, and it has done so before: at the staffing firm GEE Group in 2023, it nominated directors and submitted stockholder proposals, then reached a cooperation agreement under which Sandberg joined the board. The outlet added that nothing in the filings establishes that Red Oak was the only reason, or the main one, for what Motorsport Games' board did next.

What a rights plan is

On July 22, 2026, Motorsport Games' board unanimously adopted a limited-duration stockholder rights plan, effective immediately. The board said it believes the share price does not reflect the inherent value of the business or its long-term growth potential, and pointed to significant recent accumulations of its Class A stock. "The Rights Plan is similar to other stockholder rights plans adopted by publicly held companies," the company said in its announcement.

A rights plan works by handing every stockholder a right that sits dormant in normal times. The Form 8-K filed with the SEC sets out the mechanics. The board declared a dividend of one right for each outstanding Class A share, to holders of record at the close of business on August 3, 2026. Each right, once it becomes exercisable, entitles its holder to buy one one-thousandth of a share of a newly created Series A Participating Preferred Stock at a purchase price of US$25.00, subject to adjustment. The board adopted a certificate of designations setting out the terms of that preferred stock, to be filed with the Delaware Secretary of State.

Until they are exercised, the rights carry no voting or dividend rights. The company says the distribution of the rights is not taxable to stockholders or to the company, though income may arise if the rights become exercisable or are redeemed.

What happens when a buyer crosses the line

The plan's line is 12.5% of the outstanding Class A stock. "In the Rights Plan, the definition of 'beneficial ownership' includes derivative securities," the company's announcement says, so positions held through contracts tied to the share count toward it. A person or group that reaches the line becomes an acquiring person, and a sequence set out in the 8-K follows.

The effect is dilution. Every other holder can buy new shares at half their market value, and the holder that crossed the line cannot, so its percentage shrinks. The company presents the plan as a way to protect the investment of its stockholders and to let them realize the long-term value of that investment.

The ownership filings tell the market who holds a listed company and what they say they intend; a rights plan sets the price of changing that.

The plan also has an end. The rights expire at 5 p.m. New York City time on July 20, 2027, unless they are redeemed or exchanged first. While the rights can still be redeemed, the company may amend the agreement without the approval of the holders; after that, changes that would hurt holders are restricted. The rights agent is ClearTrust, LLC.

Holders already above the line

A rights plan adopted after a stake was built has to decide what to do with holders who are already over the threshold. Motorsport Games' 8-K answers that a holder at or above 12.5% immediately before the first public announcement of the plan is not an acquiring person unless it buys more shares. Even then, if the extra purchase leaves it below 12.5%, it is still not treated as one. The company's own officers, directors, employees and benefit plans, and the company itself, are exempt persons.

The point is not theoretical. Another disclosed holder, Sharp Arrow Global Tech Ventures, sat well above that line. An ownership table drawn up before an April 2026 share repurchase listed it at about 1.46 million shares, pre-funded warrants included, or 26.82% of the Class A total used for the calculation, The Esports Advocate reported. The outlet described its existing position as generally grandfathered, though further purchases could trigger the plan. A pre-funded warrant is a right to receive a share whose price has almost entirely been paid in advance.

Red Oak, at about 11%, sat roughly a point and a half below the trigger. Its filing on Schedule 13G and the plan's 12.5% line are two separate measures: the first concerns disclosure and stated intent, the second concerns what happens to the holder's stake if it buys more.

Defenses beyond the pill

At Motorsport Games, the rights plan was one piece of a wider set of rules. On the same day, Motorsport Games' board adopted amended and restated bylaws, the company's internal rules, The Esports Advocate reported. They give the board or the chair of a meeting broad authority over the agenda, attendance, speaking time, questions and recording devices; let the chair adjourn or recess a meeting for any reason or none; and let the board postpone or cancel a meeting after public notice.

The bylaws also expand the advance-notice rules, the requirements a stockholder must meet before nominating a director or submitting a proposal. Under them, a nominating investor may have to disclose information of the kind that would ordinarily appear in a Schedule 13D, and board candidates may have to complete questionnaires and be interviewed by the board. The outlet's reading was that none of this prevents a proxy contest, a campaign in which an investor asks other holders to vote for its candidates, but that it makes such a campaign more demanding.

Two changes earlier in 2026 had shaped the register these rules apply to. Under an April agreement, Motorsport Games bought back 904,395 Class A shares from its former controlling stockholder, Driven Lifestyle Group, at US$4.11 a share, about US$3.7 million, and Driven Lifestyle surrendered all 700,000 of its Class B shares, which carried enhanced voting rights. Governance amendments effective in May then removed the ability of stockholders to act by written consent, so decisions must be taken at a formally called meeting, according to the outlet.

How a stake leaves the record: Electronic Arts

The filings that announce a stake also record its end. On September 29, 2025, Saudi Arabia's Public Investment Fund (PIF) filed a Schedule 13D on its holding in the video game publisher Electronic Arts. Its Amendment No. 1, signed on August 5, 2026 by Turqi A. Alnowaiser, the fund's deputy governor and head of its international investments division, closes the account.

The amendment reports that the acquisition of Electronic Arts closed on August 4, 2026, when a merger subsidiary merged into the company, which survived as a wholly owned subsidiary of the buyer, and each outstanding share became the right to receive US$210.00 in cash. Under a support and rollover agreement, PIF contributed 24,807,932 Electronic Arts shares, valued at about US$5.21 billion at the merger price, to an indirect parent of the buyer in exchange for equity interests in that entity. In this way the fund kept an interest in the company through the buyer's structure instead of taking cash for those shares.

The cover page now shows beneficial ownership of zero, or 0% of the class. Under Item 5, the fund states that it ceased to beneficially own more than 5% of the common stock as of the closing date, which makes the amendment its exit filing. The same document records that trading in the stock was suspended on Nasdaq before the open on August 5, 2026, and that Electronic Arts intends to file a Form 15 on or around August 14 to end its reporting obligations.

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