Hall of Fame Resort & Entertainment Co (HOFV) insider shares cashed out at $0.90

Rhea-AI Filing Summary

Hall of Fame Resort & Entertainment Company reported an insider transaction related to its going‑private merger. Interim CEO Lisa Gould disposed of 5,445 shares of common stock on 12/31/2025, leaving her with zero shares beneficially owned. The filing explains that, under a Merger Agreement dated May 7, 2025, Omaha Merger Sub, Inc. merged with and into the company, with the company surviving as a wholly owned subsidiary of HOFV Holdings, LLC.

At the effective time of the merger, each share of common stock with par value $0.0001 was converted into the right to receive a $0.90 per share cash payment, without interest and subject to applicable taxes. As a result of this cash‑out merger, the reporting person no longer directly or indirectly owns any shares of the company’s common stock.

Insights

Equity compensation and M&A specialist

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

The transaction shows the Interim CEO disposing of 5,445 common shares on 12/31/2025, with her post‑transaction beneficial ownership reported as zero. The filing ties this directly to a Merger Agreement dated May 7, 2025, under which Omaha Merger Sub, Inc. combined with the company and the company became a wholly owned subsidiary of HOFV Holdings, LLC.

The key economic term disclosed is that each share of common stock was converted into the right to receive $0.90 in cash per share, without interest and subject to applicable taxes. This indicates a full cash‑out of the public common equity for this holder. Any broader implications for other shareholders or prior market pricing are not addressed in this excerpt and would be governed by the same merger consideration mechanics.

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^*

Gould Lisa

(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)
	Interim CEO

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		5,445	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/ Lisa Gould	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 insider transaction did Hall of Fame Resort & Entertainment Co (HOFV) report?

The company reported that Interim CEO Lisa Gould disposed of 5,445 shares of common stock on 12/31/2025, reducing her beneficial ownership to zero shares.

Why did the HOFV Interim CEO’s shares go to zero in this Form 4?

The filing explains that, at the effective time of a merger, each share of common stock was converted into the right to receive a cash payment of $0.90 per share, so the reporting person no longer beneficially owns any common stock.

What were HOFV shareholders paid per share in the merger described here?

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

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

Under a Merger Agreement dated May 7, 2025, 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 reporting person’s role and relationship to HOFV?

The reporting person is identified as an Officer of Hall of Fame Resort & Entertainment Company, serving as Interim CEO, and this Form 4 is filed by one reporting person.

Does this HOFV Form 4 involve derivative securities or only common stock?

The disclosed transaction in Table I involves common stock. The accompanying Table II for derivative securities does not list any specific derivative transactions in the provided excerpt.