Hall of Fame Resort (HOFV) director, 10% owner reports all equity cancelled

Rhea-AI Filing Summary

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.

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

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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^*

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)
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		J(1)(2)		751,168	D	(2)	0	I	By CH Capital Lending, LLC
Common Stock	12/31/2025		J(1)(2)		15,949	D	(2)	0	I	By IRG, LLC
Common Stock	12/31/2025		J(1)(2)		5,681	D	(2)	0	I	By Midwest Lender Fund, LLC
Common Stock	12/31/2025		J(1)(2)		9,090	D	(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
Series C Preferred	$33.01	12/31/2025		J(1)(3)		15,000		03/28/2022	(4)	Common Stock	454,407	(3)	0	I	By CH Capital Lending, LLC

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 cancelled and extinguished pursuant to the Merger Agreement. As a result, the Reporting Person no longer beneficially owns, directly or indirectly, any shares of the Company's Common Stock.

3. At the effective time of the Merger, each share of the Company's Series C convertible preferred stock of the Company, par value $0.0001 per share, reported in this row was cancelled and extinguished pursuant to the Merger Agreement.

4. The Series C Preferred Stock is perpetual and therefore has no expiration date.

	/s/ Lichter Stuart	01/02/2026
	** 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).
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FAQ

What insider activity at Hall of Fame Resort & Entertainment Co (HOFV) is disclosed here?

The filing shows that director and 10% owner Stuart Lichter reported the cancellation of all of his direct and indirect holdings of Hall of Fame Resort & Entertainment Co common stock and Series C preferred stock as of 12/31/2025.

Why were HOFV shares and preferred stock cancelled for this reporting person?

The explanation states that, at the effective time of a Merger under a May 7, 2025 Merger Agreement, each reported share of common stock and Series C convertible preferred stock was cancelled and extinguished.

What merger structure affected Hall of Fame Resort & Entertainment Co (HOFV)?

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

How was the reporting person related to Hall of Fame Resort & Entertainment Co before the merger?

The reporting person is identified as both a Director and a 10% Owner of Hall of Fame Resort & Entertainment Co prior to the reported transactions.

Through which entities did the insider hold HOFV common stock?

The Form 4 lists indirect holdings of common stock through CH Capital Lending, LLC, IRG, LLC, and Midwest Lender Fund, LLC, along with a direct holding of common stock, all of which were cancelled.

What happened to the Series C preferred stock referenced in this Hall of Fame Resort filing?

The filing states that each share of Series C convertible preferred stock reported in the table was cancelled and extinguished at the effective time of the Merger, and notes that the Series C preferred is perpetual and has no expiration date.