Form 4: HOFV Director Stuart Lichter Exits Holdings Post-Merger

Director Stuart Lichter reports the cancellation of all his beneficial ownership in Hall of Fame Resort & Entertainment Co common and preferred stock following a merger.

Summary

• Stuart Lichter, a Director and 10% Owner of Hall of Fame Resort & Entertainment Co (HOFV), reported changes in his beneficial ownership.
• The transactions occurred on December 31, 2025, as a result of an Agreement and Plan of Merger dated May 7, 2025.
• Under the merger agreement, a subsidiary of HOFV Holdings, LLC merged into Hall of Fame Resort & Entertainment Co, with HOFV surviving as a wholly-owned subsidiary of HOFV Holdings, LLC.
• All of Lichter's beneficially owned Common Stock, totaling 781,888 shares (751,168 via CH Capital Lending, LLC; 15,949 via IRG, LLC; 5,681 via Midwest Lender Fund, LLC; and 9,090 direct), were cancelled and extinguished.
• Additionally, 15,000 shares of Series C Preferred Stock (indirectly owned via CH Capital Lending, LLC) were also cancelled and extinguished.
• Following these transactions, Stuart Lichter no longer beneficially owns, directly or indirectly, any shares of Hall of Fame Resort & Entertainment Co.

Sentiment

Score: 3

Explanation: The filing reports a complete divestment of the reporting person's beneficial ownership due to a merger, which is a significant change in their stake in the company.

Negatives

• The reporting person, Stuart Lichter, no longer holds any beneficial ownership in Hall of Fame Resort & Entertainment Co, as all his common and preferred stock holdings were cancelled and extinguished.

Future Outlook

The company has completed a merger, becoming a wholly-owned subsidiary of HOFV Holdings, LLC. No specific forward-looking statements regarding the new entity's performance or strategic direction are provided in this filing.

Industry Context

This filing reports an insider transaction following a corporate merger, indicating a significant change in the ownership structure of Hall of Fame Resort & Entertainment Co, transitioning it from an independent public entity to a subsidiary.

Corporate Governance

Related Party Transactions

• CH Capital Lending, LLC, an entity through which Stuart Lichter indirectly held shares, is also identified as a guarantor of the Parent's (HOFV Holdings, LLC) obligations under the Merger Agreement.

Stakeholder Impact

• Shareholders of Hall of Fame Resort & Entertainment Co: The merger implies that existing public shareholders would have had their shares cancelled or converted as the company became a wholly-owned subsidiary.
• Creditors: CH Capital Lending, LLC's role as a guarantor of the Parent's obligations is relevant for creditors of the acquiring entity.

Key Dates

Recommendation

The filing indicates that Hall of Fame Resort & Entertainment Co has undergone a merger, resulting in it becoming a wholly-owned subsidiary. All beneficial ownership of common and preferred stock held by Director Stuart Lichter has been cancelled and extinguished. This implies that public shareholders would have had their shares acquired or cancelled as part of the merger, meaning the stock is no longer publicly traded or has been delisted. Therefore, any remaining shares would need to be sold or would have already been converted/acquired.

Keywords

Hall of Fame Resort & Entertainment Co, HOFV, Stuart Lichter, Form 4, beneficial ownership, merger, common stock, preferred stock, insider transaction, 10% owner, director, corporate governance