Hall of Fame Resort (HOFV) officer reports 2,100-share cash-out at $0.90 in merger

Rhea-AI Filing Summary

Hall of Fame Resort & Entertainment Co. insider John Van Buiten, the Principal Accounting Officer, reported the cash-out of his common stock due to a merger. On 12/31/2025, he disposed of 2,100 shares of common stock, leaving him with 0 shares beneficially owned.

Under a merger agreement among the company, HOFV Holdings, LLC and Omaha Merger Sub, Inc., Merger Sub was combined with the company, which survived 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 $0.90 in cash per share, before taxes and without interest. As a result, Van Buiten no longer directly or indirectly owns any shares of the company’s common stock.

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Equity compensation and M&A specialist

Officer’s shares were fully cashed out at $0.90 per share in a merger.

This filing shows Hall of Fame Resort & Entertainment Co. completed a merger in which common shares were converted into cash. Principal Accounting Officer John Van Buiten reported the disposition of 2,100 common shares on 12/31/2025, with his post-transaction beneficial ownership reduced to zero shares.

The explanation states that Merger Sub combined with the company, which now exists as a wholly owned subsidiary of HOFV Holdings, LLC. Each common share became the right to receive $0.90 in cash, before taxes and without interest. This suggests the transaction is a standard cash-out in a change-of-control deal, rather than a discretionary open‑market sale by the officer.

Because this Form 4 reflects the mechanical effect of the merger rather than new strategic information, it mainly confirms that insider equity has been fully converted into cash at the stated $0.90 per-share consideration. Subsequent company filings, if any, would typically describe ongoing capital structure and ownership under the new private parent.

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^*

Van Buiten John

(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)

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

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		2,100	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/ John Van Buiten	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).
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FAQ

What insider transaction did HOFV Principal Accounting Officer report?

The Principal Accounting Officer, John Van Buiten, reported the disposition of 2,100 shares of Hall of Fame Resort & Entertainment Co. common stock on 12/31/2025, leaving him with 0 shares beneficially owned.

Why did the HOFV insider shares go to zero after this transaction?

According to the filing, a merger caused each share of Hall of Fame Resort & Entertainment Co. common stock to be converted into a right to receive $0.90 in cash per share, so the reporting person no longer beneficially owns any shares.

What was the cash consideration per share in the Hall of Fame Resort & Entertainment merger?

At the effective time of the merger, each share of the companys common stock was converted into the right to receive a cash payment of $0.90 per share, without interest and subject to applicable taxes.

Who acquired Hall of Fame Resort & Entertainment Co. in this merger?

The merger was carried out under an agreement among Hall of Fame Resort & Entertainment Company, HOFV Holdings, LLC (Parent), and Omaha Merger Sub, Inc., with the company surviving as a wholly owned subsidiary of HOFV Holdings, LLC.

What is the relationship of the reporting person to Hall of Fame Resort & Entertainment Co.?

The reporting person is an officer of the company, serving as Principal Accounting Officer, as indicated in the relationship section of the form.

Does this Form 4 indicate any remaining common shares for the HOFV insider?

No. After the reported merger-related transaction, the filing shows the reporting person beneficially owns 0 shares of the companys common stock.