Hall of Fame Resort (HOFV) reports major insider share shift

Rhea-AI Filing Summary

Hall of Fame Resort & Entertainment Co. (HOFV) reported an insider ownership change on a Form 4. On November 20, 2025, HOF Village, LLC dissolved and its 683,083 shares of HOFV common stock were distributed to American Capital Center, LLC, removing that indirect holding from the reporting person’s positions.

The individual remains a director and 10% owner, with indirect holdings reported through CH Capital Lending, LLC, IRG, LLC, and Midwest Lender Fund, LLC, plus a small direct position of 9,090 common shares. The reporting person disclaims beneficial ownership of certain indirect holdings except to the extent of any economic interest.

Insights

Securities law analyst

Large block of HOFV shares moved due to LLC dissolution, overall effect appears administrative.

The disclosure shows that HOF Village, LLC dissolved on November 20, 2025, and its 683,083 HOFV common shares were distributed to American Capital Center, LLC. This shifts where the shares are held but does not on its face describe a market transaction like an open-market sale.

The reporting person continues to be a director and 10% owner, with indirect ownership reported through CH Capital Lending, LLC, IRG, LLC, and Midwest Lender Fund, LLC, and a direct holding of 9,090 shares. The person expressly disclaims beneficial ownership of some indirect holdings beyond their economic interest, which is standard language in complex ownership structures.

The main takeaway is a reallocation of a sizable share block tied to an entity dissolution. Any market impact would depend on future decisions by the new holder, which are not described here.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Lichter Stuart

Role Director, 10% Owner

Type	Security	Shares	Price	Value
Other	Common Stock	683,083	$0.00	$0.00
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 0 shares (Indirect, By HOF Village, LLC); Common Stock — 751,168 shares (Indirect, By CH Capital Lending, LLC); Common Stock — 15,949 shares (Indirect, By IRG, LLC); Common Stock — 5,681 shares (Indirect, By Midwest Lender Fund, LLC); Common Stock — 9,090 shares (Direct)

Footnotes (2)

1. F1. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
2. F2. On November 20, 2025, HOF Village, LLC dissolved and its 683,083 shares of common stock of the issuer were distributed to American Capital Center, LLC.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 11/24/2025 - 05:21 PM Learn about SEC filing dates

FAQ

What insider transaction did HOFV disclose in this Form 4?

The report shows that on November 20, 2025, HOF Village, LLC dissolved and its 683,083 shares of Hall of Fame Resort & Entertainment Co. common stock were distributed to American Capital Center, LLC.

How many HOFV shares were affected by the dissolution of HOF Village, LLC?

The dissolution of HOF Village, LLC involved 683,083 shares of Hall of Fame Resort & Entertainment Co. common stock, which were distributed to American Capital Center, LLC.

What is the reporting person’s relationship to Hall of Fame Resort & Entertainment Co. (HOFV)?

The reporting person is listed as both a director and a 10% owner of Hall of Fame Resort & Entertainment Co.

Does the reporting person still hold HOFV shares after this transaction?

Yes. The report shows ongoing indirect holdings through CH Capital Lending, LLC, IRG, LLC, and Midwest Lender Fund, LLC, as well as a direct holding of 9,090 common shares.

What does it mean that the reporting person disclaims beneficial ownership of some HOFV shares?

The reporting person states they disclaim beneficial ownership of certain securities except to the extent of their pecuniary interest. This means they do not concede full ownership of all reported shares, beyond any economic stake they actually hold.

Is this HOFV Form 4 related to derivative securities like options or warrants?

No derivative securities are reported in Table II; the disclosure focuses on common stock holdings and changes.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lichter Stuart

(Last) (First) (Middle)

11111 SANTA MONICA BOULEVARD

SUITE 800

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Hall of Fame Resort & Entertainment Co [ HOFV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/20/2025		J(2)		683,083	D	(2)	0	I	By HOF Village, LLC(1)
Common Stock								751,168	I	By CH Capital Lending, LLC(1)
Common Stock								15,949	I	By IRG, LLC(1)
Common Stock								5,681	I	By Midwest Lender Fund, LLC(1)
Common Stock								9,090	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

2. On November 20, 2025, HOF Village, LLC dissolved and its 683,083 shares of common stock of the issuer were distributed to American Capital Center, LLC.

	Lisa Gould, Attorney-in-Fact	11/24/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.