Venu Holding plans $20M Chattanooga amphitheater land buy

Q: What transaction did Venu Holding (VENU) announce in Chattanooga?

Venu Holding announced a Purchase and Sale Agreement to buy an approximately 15-acre property in Chattanooga, Tennessee. The company plans to develop and operate a multi-seasonal amphitheater and entertainment complex on the site through its subsidiary Sunset at Chattanooga, LLC.

Q: What is the purchase price of the Chattanooga property for VENU?

The total purchase price for the Chattanooga property is $20.0 million. This consideration is expected to be funded through Development Incentive Funding, Suite Sales Revenue from pre-sold firepit suites, and payments under a ticket fee participation agreement tied to future event ticket sales.

Q: How will the Chattanooga amphitheater project affect Venu Holding’s future payments?

The project involves ongoing obligations, including a ticket participation fee to government entities for each ticket sold and perpetual per-vehicle fees for a structured parking facility. A separate ticket fee participation agreement will also direct a portion of ticket sales to the seller until an agreed amount is paid.

Q: Who are the parties to Venu Holding’s Chattanooga Purchase and Sale Agreement?

The agreement is between Sunset at Chattanooga, LLC, a wholly owned subsidiary of Venu Holding Corporation, as purchaser, and West End Property, LLC and WE SPE III, LLC as sellers. The deal covers an approximately 15-acre parcel in Chattanooga, Tennessee.

Venu Holding Corporation has entered into a material Purchase and Sale Agreement for an approximately 15-acre property in Chattanooga, Tennessee, to support a planned multi-seasonal amphitheater and entertainment complex.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Venu Holding Corporation has entered into a material Purchase and Sale Agreement for an approximately 15-acre property in Chattanooga, Tennessee, to support a planned multi-seasonal amphitheater and entertainment complex. The total purchase price for the property is $20.0 million, with funding sources identified as Development Incentive Funding, Suite Sales Revenue from pre-sold firepit suites, and amounts payable under a ticket fee participation agreement giving the seller a share of ticket sales until an agreed aggregate amount is reached.

Closing is expected on or before December 31, 2026, but is contingent on several conditions being met within six months, including execution of a satisfactory development agreement with governmental and/or private entities, securing a defined minimum level of incentives, achieving a minimum level of suite pre-sales, and Hamilton County agreeing to transfer an additional parcel. The agreement also calls for tax increment financing incentives, ticket participation fees to government entities, and a structured parking facility with per-vehicle parking fees in perpetuity, alongside customary real estate terms and Purchaser’s broad discretion to waive or enforce conditions.

Insights

Venu outlines a $20M, highly contingent Chattanooga land deal tied to incentives and revenue sharing.

The agreement positions Venu Holding to acquire a roughly 15-acre Chattanooga site for $20.0 million to develop a multi-seasonal amphitheater and entertainment complex. Funding is structured around development incentives, advance suite sales, and a ticket fee participation agreement rather than a simple cash purchase.

Execution depends on multiple conditions within six months of the May 8, 2026 agreement, including a satisfactory development agreement, a defined minimum of Development Incentive Funding, sufficient Suite Sales Revenue, and transfer of an additional parcel. These create meaningful closing risk but also aim to limit upfront capital strain.

The complex would carry ongoing obligations, such as ticket participation fees to government entities and perpetual per-vehicle fees for structured parking. Investors will likely focus on whether the required incentives, financing structure, and local agreements are finalized by the expected closing date of December 31, 2026, as subsequent disclosures may clarify project viability and economics.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Purchase price: $20.0 million Property size: Approximately 15 acres Agreement date: May 8, 2026 +1 more

4 metrics

Purchase price $20.0 million Total consideration for Chattanooga property

Property size Approximately 15 acres Land parcel in Chattanooga, Tennessee

Agreement date May 8, 2026 Date Purchase and Sale Agreement was executed

Expected closing deadline December 31, 2026 Target latest closing date for property acquisition

Key Terms

Material Definitive Agreement, Development Incentive Funding, Suite Sales Revenue, tax increment financing incentive(s), +2 more

6 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Development Incentive Funding financial

"proceeds from Development Incentive Funding; Suite Sales Revenue;"

Suite Sales Revenue financial

"Purchaser pre-selling selling rights and interests in a minimum number of firepit suites"

tax increment financing incentive(s) financial

"including the receipt or award of a defined minimum amount of tax increment financing incentive(s) to Purchaser"

ticket fee participation agreement financial

"under a ticket fee participation agreement to be executed at closing that will entitle Seller to a portion of ticket sales"

structured parking facility other

"the development of a structured parking facility for use in connection with events at the Complex"

FAQ

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

What transaction did Venu Holding (VENU) announce in Chattanooga?

Venu Holding announced a Purchase and Sale Agreement to buy an approximately 15-acre property in Chattanooga, Tennessee. The company plans to develop and operate a multi-seasonal amphitheater and entertainment complex on the site through its subsidiary Sunset at Chattanooga, LLC.

What is the purchase price of the Chattanooga property for VENU?

The total purchase price for the Chattanooga property is $20.0 million. This consideration is expected to be funded through Development Incentive Funding, Suite Sales Revenue from pre-sold firepit suites, and payments under a ticket fee participation agreement tied to future event ticket sales.

When is closing on Venu Holding’s Chattanooga land deal expected?

Closing on the Chattanooga property acquisition is expected to occur on or before December 31, 2026. However, completion depends on multiple conditions being satisfied or waived, including incentive arrangements, suite pre-sales, and agreements with governmental entities regarding additional land and project terms.

What conditions must be met before Venu Holding completes the Chattanooga acquisition?

Closing is contingent on several conditions, including a satisfactory Development Agreement, obtaining a defined minimum of Development Incentive Funding, pre-selling a minimum number of firepit suites, and Hamilton County arranging transfer of an additional parcel to the purchaser.

How will the Chattanooga amphitheater project affect Venu Holding’s future payments?

The project involves ongoing obligations, including a ticket participation fee to government entities for each ticket sold and perpetual per-vehicle fees for a structured parking facility. A separate ticket fee participation agreement will also direct a portion of ticket sales to the seller until an agreed amount is paid.

Who are the parties to Venu Holding’s Chattanooga Purchase and Sale Agreement?

The agreement is between Sunset at Chattanooga, LLC, a wholly owned subsidiary of Venu Holding Corporation, as purchaser, and West End Property, LLC and WE SPE III, LLC as sellers. The deal covers an approximately 15-acre parcel in Chattanooga, Tennessee.

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

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Accepted by SEC EDGAR 05/13/2026 - 05:22 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 8, 2026

VENU HOLDING CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Colorado

001-42422

82-0890721

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1755 Telstar Drive, Suite 501

Colorado Springs, Colorado

80920

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (719) 895-5483

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
Common Stock, par value $.001 per share		VENU		NYSE AMERICAN

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On May 8, 2026, Sunset at Chattanooga, LLC (“Purchaser”), a wholly owned subsidiary of Venu Holding Corporation (the “Company”), entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with West End Property, LLC and WE SPE III, LLC (collectively, “Seller”) to acquire an approximately 15-acre parcel of real property in Chattanooga, Tennessee (the “Property”). After closing on the acquisition of the Property, the Company through Purchaser and other subsidiary entities, intends to develop and operate a multi-seasonal amphitheater and entertainment complex at the Property (together, the “Complex”).

The total purchase price for the Property is $20.0 million. The Purchase Agreement identifies the sources of the purchase price and portions of the purchase price that are to be delivered from those designated sources, being each of the following (as further described and defined in this Current Report on Form 8-K): proceeds from Development Incentive Funding; Suite Sales Revenue; and funds deliverable to Seller under a ticket fee participation agreement to be executed at closing that will entitle Seller to a portion of ticket sales to events at the Complex until Seller has been paid an aggregate agreed upon amount under that agreement. Closing is expected to occur on or before December 31, 2026. Purchaser’s obligation to close on the acquisition of the Property is contingent upon satisfaction of various conditions on or before the six-month anniversary date of the Purchase Agreement, including: (i) Purchaser entering into a development agreement with any combination of the City of Chattanooga, Hamilton County, Tennessee, the State of Tennessee, and any other private or public entity relating to the development and operation of the Complex on terms and conditions that are satisfactory to Purchaser (the “Development Agreement”); (ii) the parties obtaining a defined minimum amount of incentives arising out of the Development Agreement (“Development Incentive Funding”); (iii) Purchaser pre-selling selling rights and interests in a minimum number of firepit suites in the proposed amphitheater on terms and conditions satisfactory to Purchaser (“Suite Sales Revenue”); and (iv) Seller having arranged for Hamilton County to have entered into an agreement to transfer an additional designated parcel to Purchaser. The contingencies also identify certain terms that are to be included in the Development Agreement, including the receipt or award of a defined minimum amount of tax increment financing incentive(s) to Purchaser, a ticket participation fee obligation whereby Purchaser would pay to one or more government entities a share of each ticket sold for Complex events, and the development of a structured parking facility for use in connection with events at the Complex in connection with which Purchaser will pay in perpetuity a fee for each vehicle parked at the structure for events at the Complex. Closing on the Property is subject to each of these conditions being satisfied in the sole and absolute discretion of Purchaser, or Purchaser electing to waive one or more of the conditions.

The Purchase Agreement also contains a number of customary terms and conditions for an agreement of this nature, including an obligation of Purchaser to deliver an earnest payment, matters related to tax prorations, casualty and condemnation of the Property, Purchaser’s inspection rights and right to examine the title of the Property and object to matters related to title, representations and warranties of Seller, and other covenants of the parties.

The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1†		Real Estate Purchase and Sale Agreement dated May 8, 2026, by and between West End Property, LLC, WE SPE III, LLC, and Sunset at Chattanooga, LLC
104		Cover page Interactive Data File (embedded within the Inline XBRL document)

†	Certain portions of this exhibit have been omitted because they are not material, would be competitively harmful if publicly disclosed, and are of the type that the registrant treats as private or confidential.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VENU HOLDING CORPORATION
	(Registrant)

Dated: May 13, 2026	By:	/s/ J.W. Roth
		J.W. Roth
		Chief Executive Officer and Chairman

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 EX-10.1 97.4 KB

Venu Holding plans $20M Chattanooga amphitheater land buy

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