Welcome to our dedicated page for Hall Of Fame Resort & Entmt Co SEC filings (Ticker: HOFV), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Hall of Fame Resort & Entertainment Company filings document the formal record for a former public resort, entertainment and media issuer centered on Hall of Fame Village. Recent disclosures include the completed merger in which the company survived as a subsidiary of HOFV Holdings, LLC and a Form 15 covering termination of registration for its common stock and warrants.
The filing record also covers 8-K material events, amendments to note and security agreements involving company subsidiaries and CH Capital Lending, LLC, direct financial obligations, special-meeting and proxy solicitation materials, a Form 12b-25 late-filing notice, governance matters and capital-structure disclosures involving common stock, warrants and convertible notes.
Hall of Fame Resort & Entertainment Co insider Stuart Lichter, a director and 10% owner, reported the cancellation of all of his direct and indirect equity stake effective 12/31/2025. This followed a merger in which Omaha Merger Sub, Inc. merged into the company under a May 7, 2025 Merger Agreement, leaving the company as a wholly owned subsidiary of HOFV Holdings, LLC. Shares of common stock held indirectly through CH Capital Lending, LLC, IRG, LLC and Midwest Lender Fund, LLC, as well as common stock held directly, were cancelled and extinguished. Series C convertible preferred stock held indirectly through CH Capital Lending, LLC was also cancelled, and the filing states that the reporting person no longer beneficially owns any common shares.
Hall of Fame Resort & Entertainment Co. has a major shareholder group reporting that it no longer owns any of the company’s common stock. In this Schedule 13D/A Amendment No. 12, multiple related reporting persons, including IRG Canton Village entities, American Capital Center, CH Capital Lending, Midwest Lender Fund, IRG, LLC, and individual investor Stuart Lichter, each report beneficial ownership of 0 shares of Hall of Fame Resort & Entertainment common stock and 0.0% of the class.
The filing explains that, following the consummation of transactions under a Merger Agreement on December 31, 2025, these reporting persons no longer beneficially own any Hall of Fame Resort & Entertainment common stock. This amendment formally updates their prior Schedule 13D filings to reflect that they have ceased to be beneficial owners of the issuer’s equity securities.
Hall of Fame Resort & Entertainment Co. completed a merger in which Omaha Merger Sub, Inc. merged with and into the company, leaving it as a wholly owned subsidiary of HOFV Holdings, LLC. This filing shows a director disposing of 36,635 shares of common stock on 12/31/2025.
At the effective time of the merger, each share of common stock was converted into the right to receive a cash payment of $0.90 per share, before taxes and without interest. As a result of this cash‑out transaction, the reporting director no longer beneficially owns any shares of the company’s common stock.
Hall of Fame Resort & Entertainment Company completed a cash merger in which Omaha Merger Sub, Inc. merged into the company, leaving it as a wholly owned subsidiary of HOFV Holdings, LLC. At the merger’s effective time, each share of the company’s common stock held by the reporting director was converted into the right to receive a cash payment of $0.90 per share, before taxes and without interest. The director disposed of 40,407 shares of common stock in this transaction and, as a result of the merger, no longer beneficially owns any shares of the company.
Hall of Fame Resort & Entertainment Company disclosed that an officer serving as Interim PFO reported the cash-out of their remaining common stock in connection with the company’s merger into a wholly owned subsidiary of HOFV Holdings, LLC. The transaction date is listed as 12/31/2025.
According to the filing, Omaha Merger Sub, Inc. merged with and into the company, with Hall of Fame Resort & Entertainment surviving as a wholly owned subsidiary of Parent. At the effective time of the merger, each share of common stock with a par value of $0.0001 was converted into the right to receive a cash payment of $0.90 per share, without interest and subject to applicable taxes.
The reporting officer disposed of 2,902 shares of common stock in this merger-related transaction and now reports owning 0 shares, meaning they no longer beneficially own any of the company’s common stock.
Hall of Fame Resort & Entertainment Co. completed a merger in which its common stock was converted into cash, and an executive reported the resulting share disposal. EVP Global Marketing & Public Affairs Barbara Anne Graffice reported the disposition of 9,892 shares of common stock on 12/31/2025. Each share was converted into the right to receive a cash payment of $0.90 per share, before taxes and without interest. After this transaction, she no longer beneficially owns any shares of the company’s common stock, reflecting the company’s transition to a wholly owned subsidiary of HOFV Holdings, LLC following the merger.
Hall of Fame Resort & Entertainment Co. disclosed that director Karl Holz disposed of his common stock in connection with the company’s merger into HOFV Holdings, LLC. On 12/31/2025, a total of 38,707 shares of common stock were reported as disposed, leaving him with 0 shares beneficially owned.
Under a merger agreement dated May 7, 2025, Omaha Merger Sub, Inc. merged with and into the company, which now survives as a wholly owned subsidiary of HOFV Holdings, LLC. At the effective time of the merger, each share of common stock was converted into the right to receive a cash payment of $0.90 per share, without interest and subject to applicable taxes. As a result, the reporting person no longer holds any equity in the public company.
Hall of Fame Resort & Entertainment Company reported an insider transaction related to its going‑private merger. Interim CEO Lisa Gould disposed of 5,445 shares of common stock on 12/31/2025, leaving her with zero shares beneficially owned. The filing explains that, under a Merger Agreement dated May 7, 2025, Omaha Merger Sub, Inc. merged with and into the company, with the company surviving as a wholly owned subsidiary of HOFV Holdings, LLC.
At the effective time of the merger, each share of common stock with par value $0.0001 was converted into the right to receive a $0.90 per share cash payment, without interest and subject to applicable taxes. As a result of this cash‑out merger, the reporting person no longer directly or indirectly owns any shares of the company’s common stock.
Hall of Fame Resort & Entertainment Company completed a merger in which it became a wholly owned subsidiary of HOFV Holdings, LLC. In connection with this deal, a director reported the disposition of 37,634 shares of common stock on 12/31/2025.
At the merger’s effective time, each share of common stock was converted into the right to receive a cash payment of $0.90 per share, before taxes and without interest. After this transaction, the reporting director no longer beneficially owns any shares of the company’s common stock.
Hall of Fame Resort & Entertainment Co. reported an insider share disposal linked to its merger. A company director filed a report showing the disposition of 39,519 shares of common stock on 12/31/2025. This relates to the closing of a previously agreed merger in which Omaha Merger Sub, Inc. was merged into the company, leaving Hall of Fame Resort & Entertainment Co. as a wholly owned subsidiary of HOFV Holdings, LLC.
At the effective time of the merger, each share of common stock with a par value of $0.0001 was converted into the right to receive a cash payment of $0.90 per share, before taxes and without interest. Following this transaction, the reporting director no longer beneficially owns any shares of the company’s common stock.