VENU Secures $25 Million in Debt Financing, Fueling Regent Bank Amphitheater's Path to Fall 2026 Opening

Key Terms

c-pace financial

A C‑PACE (Commercial Property Assessed Clean Energy) program is a way for commercial property owners to finance energy efficiency, renewable energy, or resiliency upgrades through a long‑term assessment added to the property tax bill. Think of it like a mortgage specifically for building upgrades that stays with the property and is repaid via tax installments. Investors care because C‑PACE liens affect a building’s cash flow, create a senior repayment obligation on the property, and can change credit and resale dynamics tied to long‑term cost savings and project risk.

secured convertible debenture financial

A secured convertible debenture is a loan instrument that is backed by specific company assets (secured) and can be converted into the issuer’s common shares at set terms (convertible). It combines features of debt and equity: like a mortgage it gives creditors a claim on collateral and priority in repayment, while also offering the option to switch into stock, which matters to investors because it affects credit risk, potential share dilution, and how value is shared between lenders and shareholders.

shelf registration statement regulatory

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

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.

form 8-k regulatory

A Form 8-K is a report that companies file with the government to share important news quickly, such as changes in leadership, major business deals, or financial updates. It matters because it helps investors stay informed about significant events that could affect the company's value or stock price.

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Single-lender bridge financing reinforces VENU's growth strategy while preserving shareholder value

COLORADO SPRINGS, Colo.--(BUSINESS WIRE)-- Venu Holding Corporation ("VENU" or the “Company”) (NYSE AMERICAN: VENU), an owner, operator, and developer of premium live entertainment destinations, today announced it has closed on a $25 million financing transaction.

VENU's Regent Bank Amphitheater in Broken Arrow, OK - targeted completion Fall 2026

The funds are dedicated to the construction costs for the Company's premium 12,500-seat entertainment destination, Regent Bank Amphitheater in Broken Arrow, just outside of Tulsa, Oklahoma, set to be complete this coming fall 2026.

The facility bridges VENU to the closing on the previously announced Commercial Property Assessed Clean Energy ("C-PACE") permanent financing for Regent Bank Amphitheater, which the Company expects to close in the third quarter of 2026. The financing advances Regent Bank Amphitheater’s construction towards completion without delay, while maintaining VENU's disciplined capital approach to venue development that is intended to minimize dilution.

"Getting the capital structure right matters as much as getting the construction right,” said J.W. Roth, Founder, Chairman, and CEO of VENU. “This financing keeps Regent Bank Amphitheater moving forward through a structure that's disciplined, ownership-focused, and built to protect shareholder value. My thanks to the lending team for their diligence throughout this process, and for believing in what we're building.”

VENU received $12.5 million in gross proceeds at closing with an additional $12.5 million before fees and expenses to follow subject to the satisfaction of certain closing conditions for the release of those additional funds. The loan extended to VENU was in the form of a secured convertible debenture ⁽¹⁾. The debenture is expected to be repaid by VENU in cash, however, it is also convertible by the lender into shares of common stock in the absence of a payment failure or an event of default. Additional terms of the debenture and the financing will be further described in a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission.

ThinkEquity acted as sole placement agent for the financing.

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, Tennessee, 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, Billboard, Aramark Sports + Entertainment, Tixr, Boston Common Golf, Niall Horan, and Dierks Bentley, 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, 2025, 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.

Debenture Disclosures (1)

The issuance of the debenture and other securities issuable in the financing was registered pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-291873) filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 1, 2025 and declared effective on December 8, 2025, and the related base prospectus and prospectus supplement filed with the SEC on July 31, 2026. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in the United States or any other state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260803762524/en/

VENU Investor Relations
Sarah Rothschild, srothschild@venu.live

VENU Media Relations
Chloe Polhamus, cpolhamus@venu.live

Source: Venu Holding Corporation