Hall of Fame Resort (HOFV) director reports cash-out of 37,634 shares in merger

Rhea-AI Filing Summary

Hall of Fame Resort & Entertainment Company completed a merger in which it became a wholly owned subsidiary of HOFV Holdings, LLC. In connection with this deal, a director reported the disposition of 37,634 shares of common stock on 12/31/2025.

At the merger’s effective time, each share of common stock was converted into the right to receive a cash payment of $0.90 per share, before taxes and without interest. After this transaction, the reporting director no longer beneficially owns any shares of the company’s common stock.

Insights

M&A and insider-transactions analyst

Director’s shares were cashed out at $0.90 per share in a completed merger.

The content describes a completed merger where Hall of Fame Resort & Entertainment Company was merged with a subsidiary of HOFV Holdings, LLC and now operates as its wholly owned subsidiary. A director’s 37,634 shares of common stock were converted into the right to receive $0.90 per share in cash, consistent with the merger consideration.

Because this is a cash-out tied to a change of control, it confirms that existing common stock was fully converted and the reporting person’s beneficial ownership fell to zero. The filing focuses on the mechanics for one insider rather than broader financial metrics or strategic plans. Future company disclosures from the new parent entity would be needed to understand post-merger strategy and performance.

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^*

Dennis David

(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		37,634	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/ David Dennis	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.
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FAQ

What transaction involving HOFV is reported in this Form 4 filing?

The filing reports that a director’s common stock in Hall of Fame Resort & Entertainment Company (HOFV) was disposed of in connection with a completed merger, where the company became a wholly owned subsidiary of HOFV Holdings, LLC.

How many HOFV shares did the reporting person dispose of in this transaction?

The reporting person disposed of 37,634 shares of HOFV common stock as part of the merger-related transaction on 12/31/2025.

What cash consideration did HOFV shareholders receive in the merger?

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

Does the reporting person still own any HOFV common stock after the merger?

No. As a result of the merger and the cash-out of shares at $0.90 per share, the reporting person no longer beneficially owns any shares of HOFV common stock.

What corporate change occurred at Hall of Fame Resort & Entertainment Company?

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

What is the effective transaction date shown in this HOFV Form 4?

The earliest transaction date reported for the director’s disposition of HOFV common stock is 12/31/2025.