Hall of Fame Resort (HOFV) director exits 38,707 shares for $0.90 cash in merger

Rhea-AI Filing Summary

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.

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M&A and governance analyst

Director’s Form 4 confirms cash-out of shares as Hall of Fame Resort is taken private via merger.

This filing shows that Karl Holz, a director of Hall of Fame Resort & Entertainment Co., had his 38,707 shares of common stock converted to cash in a completed merger on 12/31/2025. The transaction stems from a merger agreement dated May 7, 2025 under which Omaha Merger Sub, Inc. combined with the company, which now operates as a wholly owned subsidiary of HOFV Holdings, LLC.

Each share of common stock was converted into the right to receive $0.90 in cash, without interest and subject to applicable taxes. Following this conversion, the reporting person holds no remaining common stock, highlighting the shift from a publicly held equity position to a cash consideration structure. Subsequent company disclosures may provide additional detail on post‑merger operations under private ownership.

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

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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^*

Holz Karl L

(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		38,707	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/ Karl Holz	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 transaction involving Hall of Fame Resort & Entertainment Co. (HOFV) is disclosed here?

The content describes the completion of a merger in which Omaha Merger Sub, Inc. merged with and into Hall of Fame Resort & Entertainment Co., leaving the company as a wholly owned subsidiary of HOFV Holdings, LLC.

What happened to Karl Holz’s HOFV shares in this filing?

Director Karl Holz reported the disposition of 38,707 shares of HOFV common stock on 12/31/2025, leaving him with 0 shares beneficially owned after the merger.

What cash consideration did HOFV shareholders receive in the merger?

At the effective time of the merger, each share of Hall of Fame Resort & Entertainment Co. common stock was converted into the right to receive $0.90 per share in cash, without interest and subject to applicable taxes.

What is the effective date of the earliest reported transaction for this Form 4?

The earliest reported transaction date in this Form 4 is 12/31/2025, which corresponds to the share disposition tied to the merger closing.

What is Karl Holz’s relationship to Hall of Fame Resort & Entertainment Co. (HOFV)?

The filing identifies Karl Holz as a director of Hall of Fame Resort & Entertainment Co., and the form is filed by one reporting person.

Does Karl Holz retain any Hall of Fame Resort & Entertainment Co. common stock after the merger?

No. The filing states that, as a result of the merger and cash conversion at $0.90 per share, the reporting person no longer beneficially owns any shares of the company’s common stock.

When was the merger agreement for HOFV originally signed?

The merger agreement was dated as of May 7, 2025, involving Hall of Fame Resort & Entertainment Co., HOFV Holdings, LLC, Omaha Merger Sub, Inc., and CH Capital Lending, LLC as guarantor of certain obligations.