Hall of Fame Resort (HOFV) director exits stake as shares cashed out at $0.90

Rhea-AI Filing Summary

Hall of Fame Resort & Entertainment Company director Marcus Allen LaMarr reported the disposition of his common stock in connection with the company’s merger. On 12/31/2025, LaMarr’s 32,558 shares of common stock were converted in the merger into the right to receive a cash payment of $0.90 per share, before taxes and without interest. The merger combined Hall of Fame Resort & Entertainment Company with a subsidiary of HOFV Holdings, LLC, leaving the company as a wholly owned subsidiary of HOFV Holdings. Following this transaction, LaMarr reported beneficial ownership of 0 shares of Hall of Fame Resort & Entertainment Company common stock.

Insights

Equity compensation and governance analyst

Director’s 32,558 HOFV shares were cashed out at $0.90 per share in the merger, leaving him with no remaining stake.

This report shows how the merger of Hall of Fame Resort & Entertainment Company with a subsidiary of HOFV Holdings, LLC affected one director’s holdings. Marcus Allen LaMarr’s 32,558 common shares were converted into the right to receive $0.90 per share in cash as of 12/31/2025, consistent with the merger terms.

The filing highlights that, after the merger, the company became a wholly owned subsidiary of HOFV Holdings, and LaMarr reported beneficial ownership of 0 shares. This is a routine consequence of a cash merger, where public shareholders’ stock is converted into cash at a fixed price. The economic impact for LaMarr is defined by the agreed merger consideration of $0.90 per share rather than any discretionary trading decision.

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
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X

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^*

Allen Marcus LaMarr

(Last) (First) (Middle)

2014 CHAMPIONS GATEWAY

SUITE 100

(Street)

CANTON OH 44708

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

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

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	12/31/2025		D		32,558	D	(1)(2)	0	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. Pursuant to the Agreement and Plan of Merger, dated as of May 7, 2025 (the "Merger Agreement"), by and among Hall of Fame Resort & Entertainment Company (the "Company"), HOFV Holdings, LLC, a Delaware limited liability company ("Parent"), Omaha Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), and, solely as guarantor of certain of Parent's obligations under the Merger Agreement, CH Capital Lending, LLC, a Delaware limited liability company, Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent.

2. At the effective time of the Merger, each share of the Company's common stock, par value $0.0001 (the "Common Stock"), reported in this row was converted into the right to receive a cash payment (without interest and subject to applicable taxes) equal to the per share merger consideration of $0.90. As a result of the Merger, Reporting Person no longer beneficially owns, directly or indirectly, any shares of the Company's Common Stock.

	/s/ Marcus Allen LaMarr	12/31/2025
	** 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.

FAQ

What transaction did the HOFV director report on this Form 4?

The filing shows that director Marcus Allen LaMarr had his 32,558 shares of Hall of Fame Resort & Entertainment Company common stock converted into a cash right as part of a merger completed on 12/31/2025.

What price per share did HOFV shareholders receive in the merger?

Each share of Hall of Fame Resort & Entertainment Company common stock reported in this filing was converted into the right to receive a cash payment of $0.90 per share, before taxes and without interest.

How many HOFV shares did Marcus Allen LaMarr own after the merger?

Following the merger transaction reported, Marcus Allen LaMarr reported beneficial ownership of 0 shares of Hall of Fame Resort & Entertainment Company common stock.

What changed for Hall of Fame Resort & Entertainment Company in this merger?

Under the Agreement and Plan of Merger, Omaha Merger Sub, Inc. merged with and into Hall of Fame Resort & Entertainment Company, and the company survived as a wholly owned subsidiary of HOFV Holdings, LLC.

Was the director’s HOFV transaction part of a 10b5-1 trading plan?

The form includes a checkbox for indicating a Rule 10b5-1(c) trading plan. The excerpt does not show that box as checked for this merger-related share conversion.

Did this Form 4 report any derivative securities for HOFV?

The filing includes a table for derivative securities, but no derivative transactions or holdings are listed for Hall of Fame Resort & Entertainment Company in the provided excerpt.