Venu Holding Corporation Announces Termination of Proposed Public Offering

Venu Holding Corporation (NYSE American: VENU) terminated its proposed public offering of $75,000,000 of common stock that was announced on January 27, 2026.

Rhea-AI Summary

Venu Holding Corporation (NYSE American: VENU) terminated its proposed public offering of $75,000,000 of common stock that was announced on January 27, 2026. No shares are being sold under the offering.

The company said management determined current market conditions were not conducive to terms in shareholders' best interests. The offering had been made under a Form S-3 filed December 1, 2025 and declared effective December 8, 2025, with a preliminary prospectus supplement filed January 27, 2025.

Positive

• Avoids immediate dilution from a $75,000,000 share sale
• Maintains existing share count and voting structure

Negative

• Foregoes potential $75,000,000 in capital proceeds
• May limit near-term liquidity or funding flexibility

Argus Jan 29 session

+8.17% close to close 11.3x rel. volume Open Argus

Details

News Market Reaction – VENU

On Jan 29, the first trading day after this news, VENU closed 8.17% above the previous close. That session’s volume was 11.3x the stock’s average daily volume.

Data tracked by StockTitan Argus for the Jan 29 session.

Key Figures

Proposed offering size: $75,000,000 Par value: $0.001 S-3 shelf size: $1,000,000,000 +5 more

Proposed offering size

$75,000,000

Terminated public common stock offering announced Jan 27, 2026

Par value

$0.001

Par value of VENU common stock referenced in offering

S-3 shelf size

$1,000,000,000

Form S-3 shelf filed Dec 1, 2025 for multiple security types

Price move pre-news

-40.16%

24h change before termination announcement at price $5.14

Relative volume

7.94x

Today’s volume vs. 20-day average ahead of this news

52-week range

$5.03–$18.17

Price vs 52-week low and high before this article

200-day MA

$11.19

Share price trading below this moving average pre-announcement

Market cap

$370,680,250

Equity value at last price before termination news

Previous Offering Reports

3 past events · Latest: Jan 27

Same Type 3 events

1. Jan 27

   Proposed equity offering

   24h Move

   -3.3%

   Announcement of proposed $75M common stock offering under effective S-3 shelf.

2. Aug 28

   Offering closing

   24h Move

   -0.2%

   Closing of 2,875,000-share offering at $12.00 with $34.5M gross proceeds.

3. Aug 26

   Offering pricing

   24h Move

   +4.9%

   Pricing of $30M public offering of 2,500,000 shares at $12.00 per share.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

shelf registration statement, form s-3, preliminary prospectus supplement

3 terms

shelf registration statement regulatory

"The offering was made by the Company pursuant to a shelf registration statement on Form S-3..."

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

"pursuant to a shelf registration statement on Form S-3 that was filed with the Securities and Exchange Commission..."

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

preliminary prospectus supplement regulatory

"and a preliminary prospectus supplement that was filed with the SEC on January 27, 2025."

A preliminary prospectus supplement is an initial document that provides important details about a new stock or bond offering before it is finalized. It helps investors understand what is being sold and why, so they can decide whether to invest. Think of it as a preview before the full sales brochure is ready.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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COLORADO SPRINGS, Colo., Jan. 28, 2026 (GLOBE NEWSWIRE) -- Venu Holding Corporation (“VENU” or the “Company”) (NYSE American: VENU), a developer and operator of upscale live music venues and premium hospitality destinations, today announced that it has terminated its proposed public offering of $75,000,000 of shares of its common stock, par value $0.001 (“Common Stock”), previously announced on January 27, 2026. As a result of such termination, no shares of the Common Stock of the Company are being sold pursuant to the offering.

The termination results from an assessment by the Company’s management that current market conditions are not conducive for an offering on terms that would be in the best interests of the Company’s shareholders.

The offering was made by the Company pursuant to a shelf registration statement on Form S-3 that was filed with the Securities and Exchange Commission (the “SEC”) on December 1, 2025 and was declared effective by the SEC on December 8, 2025, and a preliminary prospectus supplement that was filed with the SEC on January 27, 2025.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company.

About Venu Holding Corporation

Venu Holding Corporation (“VENU”) (NYSE American: VENU) is a premier owner, developer, and operator of luxury, experience-driven entertainment destinations. Founded by Colorado Springs entrepreneur J.W. Roth, VENU has a portfolio of premium brands that includes Ford Amphitheater, Sunset Amphitheaters, Phil Long Music Hall, The Hall at Bourbon Brothers, Bourbon Brothers Smokehouse and Tavern, Aikman Owners Clubs, and Roth’s Sea & Steak. With venues operating and in development across Colorado, Georgia, Oklahoma, and Texas and a nationwide expansion underway, VENU is setting a new standard for live entertainment.

VENU has been recognized nationally by The Wall Street Journal, The New York Times, Billboard, VenuesNow, and Variety for its innovative and disruptive approach to live entertainment. Through strategic partnerships with industry leaders such as AEG Presents, NFL Hall of Famer and Founder of EIGHT Elite Light Beer, Troy Aikman, Aramark Sports + Entertainment, and Tixr, VENU continues to shape the future of the entertainment landscape. For more information, visit VENU’s website, Instagram, LinkedIn, or X.

Forward Looking Statements

This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” "will” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on the Company’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the sections titled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, on file with the SEC, as well as in reports subsequently filed by the Company with the SEC. Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.

Contacts

VENU Media and Investor Relations
Chloe Polhamus, cpolhamus@venu.live

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did VENU (NYSE:VENU) terminate the $75,000,000 offering on January 29, 2026?

Because management judged market conditions unfavorable for acceptable terms. According to the company, current market conditions were not conducive to an offering in shareholders' best interests.

Were any shares of VENU common stock sold under the terminated offering?

No, the offering was terminated and no shares were sold. According to the company, the termination means no common stock was issued pursuant to the offering.

What registration filings supported the proposed VENU offering before termination?

The offering was made under a Form S-3 filed December 1, 2025 and declared effective December 8, 2025. According to the company, a preliminary prospectus supplement was filed January 27, 2025.

How does the termination of the VENU offering affect potential shareholder dilution?

It avoids immediate dilution from a $75,000,000 share issuance. According to the company, terminating the offering preserves the current share count and prevents dilution tied to that sale.