Hall of Fame Resort & Entertainment (HOFV) Proxy Filing summary

Executive summary

• A special meeting is scheduled for September 16, 2025, to vote on a merger agreement where the company will be acquired and become a wholly owned subsidiary of a private parent entity, with each common share converted to $0.90 in cash, a 28.6% premium to the pre-announcement price.

• The merger is a “going private” transaction; if completed, the company will be delisted and deregistered, and public shareholders will lose their equity interest in exchange for cash.

• The board, following a special committee’s unanimous recommendation and a fairness opinion from Wedbush Securities, determined the merger is fair and in the best interests of unaffiliated shareholders.

• If the merger is not completed, the company faces significant liquidity risks, potential bankruptcy, and asset foreclosure due to substantial debt and ongoing losses.

Voting matters and shareholder proposals

• Shareholders are asked to vote on: (1) the merger agreement, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) the potential adjournment of the meeting to solicit more proxies if needed.

• Approval of the merger requires a majority of outstanding shares; the compensation and adjournment proposals require a majority of votes cast at the meeting.

• Certain major shareholders have entered into a voting agreement to support the merger.

• Dissenting shareholders who do not vote in favor and follow statutory procedures may seek appraisal rights under Delaware law.

Board of directors and corporate governance

• The board formed a special committee of independent directors to evaluate the transaction, negotiate terms, and make recommendations.

• Stuart Lichter, a director with potential conflicts, recused himself from deliberations; another director was absent due to a scheduling conflict.

• The special committee retained independent legal and financial advisors and received a fairness opinion from Wedbush Securities.