Form 4: HOFV Executive Disposes Shares Post-Merger

Hall of Fame Resort & Entertainment Co executive Barbara Anne Graffice disposed of 9,892 common shares following the company's merger into a wholly-owned subsidiary of HOFV Holdings, LLC, receiving $0.90 per share.

Summary

• Barbara Anne Graffice, EVP Global Marketing & Public Affairs for Hall of Fame Resort & Entertainment Co (HOFV), reported a disposition of common stock.
• The transaction occurred on December 31, 2025, as a direct result of a merger agreement dated May 7, 2025.
• Merger Sub, a wholly-owned subsidiary of HOFV Holdings, LLC (Parent), merged with and into Hall of Fame Resort & Entertainment Company, with the Company surviving as a wholly-owned subsidiary of Parent.
• 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.
• Ms. Graffice disposed of 9,892 shares of common stock.
• Following this transaction, Ms. Graffice no longer beneficially owns any shares of the Company's Common Stock, directly or indirectly.

Sentiment

Score: 5

Explanation: This Form 4 reports a mandatory disposition of shares due to a merger, which is a neutral, administrative event for the reporting person and reflects a pre-determined corporate action.

Future Outlook

This filing reports a completed transaction resulting from a merger, and therefore does not contain forward-looking statements or guidance regarding the company's future operations or financial performance.

Industry Context

This announcement signifies the completion of a corporate merger, resulting in Hall of Fame Resort & Entertainment Company becoming a private entity. This removes the company from public trading and direct comparison with publicly listed peers in the entertainment and resort industry.

Stakeholder Impact

• Shareholders of Hall of Fame Resort & Entertainment Company received a cash payment of $0.90 per share for their common stock.
• The company is now a wholly-owned subsidiary of HOFV Holdings, LLC, transitioning from a publicly traded entity to a private one.

Key Dates

Keywords

HOFV, Hall of Fame Resort & Entertainment, Merger, Form 4, Insider Transaction, Share Disposition, Executive Compensation