[8-K] HALL OF FAME REST&ENT WTS Reports Material Event

Rhea-AI Filing Summary

Carvana Co. (CVNA) Form 144 filing: insider Thomas Taira has notified the SEC of his intent to sell up to 10,000 common shares through Morgan Stanley on or after 01 Aug 2025. The proposed block carries an estimated market value of $3.75 million and will trade on the NYSE. Carvana has 138.08 million shares outstanding, so the sale equals roughly 0.007% of total shares.

The shares derive from three restricted-stock vesting events (1 May, 1 Jun, 1 Jul 2024) that cumulatively delivered 10,000 shares to the filer. Under Rule 144 aggregation rules, Taira’s recent activity is material: over the last three months he already disposed of 80,878 shares for gross proceeds of about $24.04 million, with individual trades ranging from 5,000 to 35,000 shares between 01 May and 06 Jun 2025.

The filer certifies that no undisclosed adverse information is known and that the sale will comply with Rule 144 conditions. No other operational or financial metrics are included in this notice.

Positive

• None.

Negative

• Continued insider selling: Thomas Taira sold 80,878 shares (~$24 M) in the last three months and now plans to dispose of another 10,000 shares, increasing potential supply and possibly dampening market sentiment.

Insights

Securities Analyst

TL;DR: Insider plans fresh 10 K-share sale after 80.9 K already sold; moderate negative signal due to continued liquidation.

This Form 144 flags sustained insider selling. The additional 10,000-share block (~$3.75 M) follows $24 M of disposals in the prior quarter, taking cumulative potential sales to ~90,878 shares. While the percentage of total shares outstanding is modest, recurrent transactions can weigh on sentiment, especially in a volatile equity such as CVNA. The filing offers no offsetting bullish data (no buys, no operational update). Investors typically monitor such patterns as a gauge of insider confidence and potential supply overhang.

Corporate Governance Expert

TL;DR: Filing shows procedural compliance but highlights sizable insider cash-out; governance risk low, perception risk higher.

From a governance standpoint, Taira follows Rule 144 disclosure and affirms absence of material non-public information, signalling procedural integrity. However, the scale and frequency of sales—five completed plus one forthcoming—may raise questions about long-term alignment between management and shareholders. The notice does not reference a 10b5-1 plan, limiting clarity on pre-arranged trading intent. Though not inherently problematic, concentrated insider selling often draws scrutiny and can influence proxy-season discussions on executive compensation and retention incentives.

falseHall of Fame Resort & Entertainment Co0001708176OHNASDAQNASDAQ00017081762025-07-242025-07-240001708176us-gaap:CommonStockMember2025-07-242025-07-240001708176hofv:WarrantsToPurchase0064578SharesOfCommonStockMember2025-07-242025-07-24

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 24, 2025

HALL OF FAME RESORT & ENTERTAINMENT COMPANY

(Exact name of registrant as specified in its charter)

Delaware		001-38363		84-3235695
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2014 Champions Gateway, Suite 100

Canton, OH 44708

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (330) 458-9176

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		HOFV		Nasdaq Capital Market
Warrants to purchase 0.064578 shares of Common Stock		HOFVW		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On July 24, 2025, Hall of Fame Resort & Entertainment Company, a Delaware corporation (the “Company”), and its subsidiaries HOF Village Newco, LLC, a Delaware limited liability company (“Newco”), HOF Village Retail I, LLC, a Delaware limited liability company (“Retail I”), and HOF Village Retail II, LLC, a Delaware limited liability company (“Retail II,” and collectively with the Company, Newco and Retail I “Borrowers”), entered into a Ninth Amendment to Note and Security Agreement (“Ninth Amendment”), with CH Capital Lending, LLC, a Delaware limited liability company (“Lender” or “CHCL”). CHCL is an affiliate of Stuart Lichter, a director of the Company.

The Ninth Amendment modifies the definition of “Facility Amount” in Section 1 of the original note and security agreement (as amended prior to the Ninth Amendment) to increase the facility amount from $14,000,000 to $15,000,000 allowing the Borrowers to request an additional $1,000,000 for general corporate purposes, subject to certain restrictions.

The foregoing description of the Ninth Amendment does not purport to be complete and is qualified in its entirety by the full text of the Ninth Amendment, attached hereto as Exhibit 10.1 to this Current Report on Form 8-K.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.03.

Forward-Looking Statements

The information above includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included herein are forward-looking statements. These forward-looking statements may be identified by their use of terms and phrases such as “expect,” “intend,” “will, “regain,” “extend,” and “cease,” and similar terms and phrases. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve certain assumptions, risks and uncertainties. These forward-looking statements represent the Company’s current expectations or beliefs concerning future events, and it is possible that the results described in this Current Report on Form 8-K will not be achieved. These forward-looking statements are subject to certain risks, uncertainties and assumptions identified in this Form 8-K or as disclosed from time to time in the Company’s other filings with the SEC. As a result of these factors, actual results may differ materially from those indicated or implied by forward-looking statements. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Document
10.1		Ninth Amendment to Note & Security Agreement, dated July 24, 2025, between Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, HOF Village Retail I, LLC and HOF Village Retail II, LLC, as borrowers and CH Capital Lending, LLC, as lender
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HALL OF FAME RESORT & ENTERTAINMENT COMPANY
	By:	/s/ Lisa Gould
		Name:	Lisa Gould
		Title:	Interim Principal Executive Officer
Dated: August 1, 2025

FAQ

How many Carvana (CVNA) shares does Thomas Taira plan to sell?

The Form 144 covers 10,000 common shares with an estimated value of $3.75 million.

When is the planned sale date for the Form 144 shares?

The approximate sale date disclosed is 01 August 2025.

What broker will facilitate the CVNA insider sale?

Morgan Stanley Smith Barney LLC, Executive Financial Services, New York, NY.

How many CVNA shares has the insider sold in the past three months?

The filing lists 80,878 shares already sold between 01 May 2025 and 06 Jun 2025.

What percentage of Carvana's shares outstanding does the proposed sale represent?

10,000 shares equal roughly 0.007% of the 138.08 million shares outstanding.

Were the shares being sold newly acquired?

Yes. They originated from restricted-stock vesting events on 1 May, 1 Jun, and 1 Jul 2024 totaling 10,000 shares.