Form 4: Hall of Fame Resort Executive Reports Post-Merger Share Disposition

Hall of Fame Resort & Entertainment Co. executive Eric Hess reports the disposition of all his common stock following the company's merger into a wholly-owned subsidiary of HOFV Holdings, LLC at $0.90 per share.

Summary

• Eric William Hess, Interim PFO of Hall of Fame Resort & Entertainment Co. (HOFV), reported a change in beneficial ownership.
• The change occurred on December 31, 2025, due to a merger event.
• Pursuant to an Agreement and Plan of Merger dated May 7, 2025, Merger Sub, a subsidiary of HOFV Holdings, LLC, merged with and into Hall of Fame Resort & Entertainment Company.
• The Company survived the merger as a wholly-owned subsidiary of HOFV Holdings, LLC.
• At the effective time of the merger, each share of the Company's common stock was converted into the right to receive a cash payment of $0.90 per share.
• Eric Hess disposed of 2,902 shares of Common Stock.
• Following the reported transaction, Eric Hess no longer beneficially owns any shares of the Company's Common Stock, directly or indirectly.

Sentiment

Score: 5

Explanation: The filing is a factual report of a completed corporate action (merger) and an insider's resulting share disposition. It does not contain forward-looking statements or operational performance metrics that would typically drive strong positive or negative sentiment, but rather confirms a definitive event.

Positives

• The completion of the merger provides a definitive strategic outcome for Hall of Fame Resort & Entertainment Company, transitioning it to a wholly-owned subsidiary.
• Former public shareholders received a cash payment of $0.90 per share, providing a clear exit from their investment.

Negatives

• Hall of Fame Resort & Entertainment Company is no longer a publicly traded entity, meaning public shareholders no longer have equity ownership or participation in its future performance.
• The per share merger consideration of $0.90 represents the final valuation for public shareholders, potentially below previous market expectations or intrinsic value assessments.

Risks

• For former public shareholders, the primary risk is the loss of future upside potential as they no longer hold equity in the company.
• The company's future performance and strategic direction are now solely under the control of HOFV Holdings, LLC, with no public disclosure requirements for its operational risks.

Future Outlook

Hall of Fame Resort & Entertainment Company is now a wholly-owned subsidiary of HOFV Holdings, LLC, and as such, its future outlook and financial guidance are no longer publicly disclosed through SEC filings of this nature.

Industry Context

NA

Corporate Governance

Stakeholder Impact

• Shareholders: Received a cash payment of $0.90 per share, concluding their equity investment in the company.
• Company: Now operates as a private entity, potentially allowing for more agile strategic decisions without public market pressures.

Next Steps

• Hall of Fame Resort & Entertainment Company will operate as a private entity under HOFV Holdings, LLC.
• Former public shareholders have received their cash consideration and no longer hold an interest in the company.

Key Dates

Keywords

Hall of Fame Resort & Entertainment Co, HOFV, Merger, Beneficial Ownership, Form 4, Eric Hess, Common Stock, Acquisition, Delisting