Hall of Fame Resort (HOFV) director exits stake as merger pays $0.90

Rhea-AI Filing Summary

Hall of Fame Resort & Entertainment Co. completed a merger in which Omaha Merger Sub, Inc. merged with and into the company, leaving it as a wholly owned subsidiary of HOFV Holdings, LLC. This filing shows a director disposing of 36,635 shares of common stock on 12/31/2025.

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, before taxes and without interest. As a result of this cash‑out transaction, the reporting director no longer beneficially owns any shares of the company’s common stock.

Insights

Corporate actions analyst

Director’s shares were cashed out at $0.90 due to merger.

This Form 4 records the impact of a completed merger on an insider’s holdings in Hall of Fame Resort & Entertainment Co.. Omaha Merger Sub, Inc. merged into the company, which now operates as a wholly owned subsidiary of HOFV Holdings, LLC.

On 12/31/2025, the director’s 36,635 shares of common stock were disposed of as part of the transaction. Each share was converted into the right to receive a cash payment of $0.90 per share, before taxes and without interest.

After this cash consideration was applied, the reporting person no longer beneficially owns any shares of the company’s common stock. The filing reflects completion of previously agreed merger terms rather than a new strategic decision.

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
Estimated average burden
hours per response:			0.5

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^*

Owen Mary

(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		36,635	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/ Mary Owen	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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction involving HOFV is reported in this Form 4?

The filing reports that a director of Hall of Fame Resort & Entertainment Co. (HOFV) had their shares disposed of in connection with a completed merger where Omaha Merger Sub, Inc. merged into the company, making it a wholly owned subsidiary of HOFV Holdings, LLC.

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

The director disposed of 36,635 shares of Hall of Fame Resort & Entertainment Co. common stock as of 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 a cash payment of $0.90 per share, without interest and subject to applicable taxes.

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

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

When was the HOFV merger agreement originally signed?

The Agreement and Plan of Merger was dated as of May 7, 2025, among Hall of Fame Resort & Entertainment Company, HOFV Holdings, LLC, Omaha Merger Sub, Inc., and CH Capital Lending, LLC as guarantor of certain obligations.

What is the resulting ownership structure of Hall of Fame Resort & Entertainment Co. after the merger?

Following the merger, Hall of Fame Resort & Entertainment Co. survives as a wholly owned subsidiary of HOFV Holdings, LLC.