Venu Holding (NYSE American: VENU) hires Legends to manage 12,500-seat Regent Bank Amphitheater
Rhea-AI Filing Summary
Venu Holding Corporation, through its wholly owned subsidiary Sunset Operations at Broken Arrow, LLC, has entered into a Consulting and Management Agreement with Legends Global Theater Management, LLC for the Regent Bank Amphitheater in Broken Arrow, Oklahoma. Legends will provide pre-opening advisory services covering planning, design coordination, staffing, budgeting, marketing, and vendor contracting, then become the venue’s exclusive day-to-day manager once it opens. During the management term, Legends controls operations, event booking and programming, vendor and financial administration, subject to certain approval rights and an existing economic development agreement. Compensation includes a fixed monthly pre-opening advisory fee, a base management fee (greater of a fixed annual amount or a percentage of Adjusted Gross Income), an incentive fee tied to key performance indicators, and food-and-beverage commissions, plus reimbursement of defined operating expenses. The agreement also assigns Legends responsibility for administering a project-related special assessment and delivering annual audited reports and management plans. A related press release notes the venue is targeted to open in Fall 2026 with 12,500-seat capacity.
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8-K Event Classification
Key Figures
Key Terms
Pre-Opening Advisory Services financial
Base Management Fee financial
Incentive Fee financial
Special Assessment financial
Economic Development Agreement regulatory
GAAP-compliant financial
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FAQ
What agreement did VENU (VENU) enter into with Legends Global?
What services will Legends provide under the VENU (VENU) amphitheater agreement?
How is Legends compensated in the VENU (VENU) management agreement?
When is VENU’s (VENU) Regent Bank Amphitheater expected to open and what is its capacity?
What booking rights do VENU (VENU) and Legends have at Regent Bank Amphitheater?
What reporting and financial controls are included in the VENU (VENU)–Legends agreement?
UNITED STATES
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CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On July 21, 2026 (the “Execution Date”), Sunset Operations at Broken Arrow, LLC (“Sunset”), a wholly owned subsidiary of Venu Holding Corporation (the “Company”), executed and entered into a Consulting and Management Agreement (the “Agreement”) with Legends Global Theater Management, LLC (“Legends”; together with Sunset, the “Parties”) in connection with the amphitheater being developed by the Company in Broken Arrow, Oklahoma (“The Sunset BA”). Under the Agreement, Legends will provide The Sunset BA with advisory services during its pre-opening period and management and operations services as The Sunset BA’s exclusive manager once it opens. The following description summarizes certain material terms of the Agreement. Capitalized terms that are used but not defined in this Current Report on Form 8-K (this “Current Report”) have the meanings given to them in the Agreement.
Term. Although the Agreement became effective and binding on the Parties on the Execution Date, the Agreement’s term (the “Term”) commences on the date The Sunset BA opens to the general public (the “Opening Date”) with options to extend the Term on the same terms and conditions set forth in the Agreement. Legends will have the right to terminate the Agreement prior to the end of the Term upon 30 days’ written notice upon a material breach of the Agreement or upon the occurrence of certain development, construction, financing, or other project-related events specified in the Agreement that will materially impair or delay the development and opening of The Sunset BA or Legends’ operations at The Sunset BA.
Exclusive Negotiation Period. If Legends delivers a Negotiation Notice to Sunset at least 150 days prior to the expiration of the Term, Legends can initiate a 60-day Exclusive Negotiation Period commencing on the notice date, during which the Parties must negotiate in good faith the terms of a new consulting and management agreement or the extension of this Agreement. Prior to and during the Exclusive Negotiation Period, Sunset is prohibited from soliciting, requesting, considering, discussing, or negotiating inquiries, proposals, or offers from any Person other than Legends regarding the provision of management services to The Sunset BA. If Legends does not deliver a Negotiation Notice or if the Exclusive Negotiation Period expires before the Parties enter into a binding agreement, Sunset may commence negotiations for management services from other providers, provided that if Sunset desires to enter into an agreement for such services with another Person on terms that are less favorable to Sunset than the terms last proposed by Sunset to Legends, Sunset must offer Legends the same terms and conditions as offered to such Person, which Legends must accept or reject within ten days before Legends can enter into the agreement with such Person.
Services. Prior to the Opening Date of The Sunset BA, Legends will provide Pre-Opening Advisory Services related to venue planning, design coordination, operations, staffing, budgeting, programming, marketing, and opening preparations. Such Pre-Opening Advisory Services will include, among other services described in the Agreement, preparing pre-opening marketing and advertising plans, procuring, stocking, and installing operating supplies, furniture, fixtures, and equipment, negotiating and executing license agreements, booking commitments, service contracts, and vendor agreements, coordinating with and overseeing any third-party providers retained to provide Food and Beverage Services, coordinating the development of the parking plans and facilities, and providing such other services as may be mutually agreed upon by the Parties. After the Opening Date and for the duration of the Term, Legends will serve as the exclusive manager of The Sunset BA with exclusive authority over The Sunset BA’s day-to-day operations and activities, subject to any terms and conditions related to such operations set forth in the Economic Development Agreement, dated December 3, 2023, between Sunset, at Broken Arrow, LLC (a controlled subsidiary of the Company) the Broken Arrow Economic Development Authority, and the City of Broken Arrow, Oklahoma (the “Development Agreement”). Legends will have continued responsibility for The Sunset BA’s operational decisions, event booking and programming, staffing, financial administration, vendor management, marketing, oversight of third-party service providers, venue maintenance, budgeting, and annual planning and reporting, subject to certain approval rights retained by Sunset. As part of its exclusive management role, Legends will have the right, without any prior approval by Sunset, to negotiate, execute in Legends’ name as agent for Sunset, deliver, and administer all licenses, occupancy agreements, rental agreements, booking commitments, advertising agreements, concession agreements, supplier agreements, service contracts, and all other contracts and agreements in connection with the management, promotion, and operation of The Sunset BA.
Booking. The overall booking strategy for The Sunset BA will be mutually agreed upon by the Parties, while Legends will retain day-to-day programming discretion and collaborate with Sunset on material booking decisions. Legends is also permitted to utilize commercially reasonable multi-venue booking, routing, and promotional strategies with venues managed by Legends or its Affiliates, provided such activities comply with applicable antitrust laws and confidentiality obligations. Although Legends will act in good faith and consistent with the overall booking strategy, Legends provides no guarantee under the Agreement regarding the number of events to be held at The Sunset BA during each fiscal year, the identity of performers at such events, the attendance at such events, or any other similar or related matters regarding The Sunset BA’s operations and performance.
Compensation, Fees, and Reimbursement of Expenses. Legends will be entitled to receive various forms of compensation under the Agreement. During the Pre-Opening Period, Sunset must pay Legends a fixed monthly Pre-Opening Advisory Fee, which Legends is permitted to draw from a Pre-Opening Fund that Sunset must establish in the name of Legends and fund in an amount at least equal to the aggregate of the projected costs and expenses payable by Sunset to Legends in connection with its provision of the Pre-Advisory Services and as set forth in the pre-approved Pre-Opening Budget. During the Management Term, Legends will be entitled to receive: (i) a Base Management Fee payable during the Management Term, consisting of the greater of a fixed annual fee or a fixed percentage of Adjusted Gross Income (calculated based on Operating Revenues (excluding, for purposes of calculating the Base Management Fee, revenues from naming rights and sponsorship agreements for The Sunset BA and ticket sales revenues attributable to the firepit suites premium seating area), less specified event-related costs and other agreed deductions), payable in equal monthly installments; (ii) an Incentive Fee, payable annually based on Legends’ achievement of mutually agreed key performance indicators established by the Parties in writing prior to each fiscal year, which Incentive Fee will be increased annually by a fixed percentage in each subsequent fiscal year (compounded annually); and (iii) various commissions related to food-and-beverage revenues, payable monthly as fixed percentage fees. Sunset must also reimburse Legends for certain approved Operating Expenses incurred by Legends in operating The Sunset BA. Operating Expenses will not include, among other items, property taxes and insurance, Capital Equipment and Capital Improvement costs, reserves for capital expenditures, emergency repairs, pre-existing obligations, payments and expenses related to any financing secured by or in connection with The Sunset BA, Sunset’s ordinary-course accounting and legal expenses, and other expenses not directly related to Legends’ operation of The Sunset BA.
Special Assessment. Legends must administer the collection of the Special Assessment required under the Development Agreement, segregate those amounts from other Operating Revenues, and cooperate with Sunset to cause such amounts to be remitted to the City of Broken Arrow, Oklahoma. Amounts collected as the Special Assessment will be excluded from Operating Revenues or Operating Expenses and will not be factored into the calculation of the Management Fee payable to Legends.
Reports. Legends is required to maintain GAAP-compliant accounting records related to its activities at The Sunset BA and must give Sunset’s authorized representatives access to such books and records maintained at The Sunset BA upon reasonable notice and during reasonable business hours. Each year, Legends must prepare and furnish to Sunset (i) an Annual Report containing specified financial statements and an auditor’s opinion regarding the accuracy of the financial records kept by Legends and of amounts due to the Parties under the Agreement, and (ii) an annual management plan regarding Legends’ anticipated operations and the Proposed Budget for the following fiscal year. Legends must also provide Sunset with certain preliminary financial reports and any financial reports that are required to be prepared under the Development Agreement or the Ground Lease.
Other Customary Terms. In addition to the terms described above, the Agreement contains other customary terms and conditions of an agreement of this nature, including provisions regarding confidentiality, indemnification, insurance, assignment, non-solicitation of employees, ownership of assets, compliance with laws, governmental regulations, and permitting and licensing requirements, force-majeure events, and customary representations and warranties.
The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference.
Item 8.01 Other Events.
On July 22, 2026, the Company issued a press release announcing its Agreement with Legends. The press release is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1† | Consulting and Management Agreement, effective July 21, 2026, between the Company and Legends Global Theater Management, LLC | |
| 99.1 | Press Release of the Company dated July 22, 2026 | |
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: July 27, 2026 | By: | /s/ J.W. Roth |
| J.W. Roth | ||
| Chief Executive Officer and Chairman | ||
Exhibit 99.1
VENU Selects Legends Global to Lead Venue Management at Regent Bank Amphitheater in Oklahoma
TULSA, OK– July 22, 2026 - (BUSINESS WIRE) – Venu Holding Corporation (“VENU” or the “Company”) (NYSE AMERICAN: VENU) and Legends Global, today announced that Legends Global, the premier partner to the world’s leading live events, venues, and brands, will lead operations at VENU’s Regent Bank Amphitheater in Broken Arrow, Oklahoma, targeted to open this coming Fall 2026.
Under the agreement, Legends Global will manage day-to-day operations at the 12,500-seat, year-round venue, including facility operations and maintenance, vendor and service management, staffing, and contract administration. Legends Global will also work directly with artists, performers, and touring teams on the logistics and coordination needed to bring shows to life at the premium destination and will coordinate with the venue’s food and beverage partner Aramark Sports + Entertainment to support overall hospitality and retail services.
VENU will continue to oversee all sponsorship agreements. Regent Bank Amphitheater’s open-room model and year-round programming capability allow VENU to continue to book the venue directly, through its internal booking team and promoter partners, including Live Nation.
“We are excited to pair Legends Global’s operational expertise with VENU’s vision for premium, experience-driven live entertainment at Regent Bank Amphitheater, a strong addition to our portfolio,” said Josh Kritzler, president of North American venues & content, Legends Global. “Our team draws on insights from a global network of venues to consistently deliver exceptional experiences, and we’re committed to bringing that same level of service to fans and artists alike in Broken Arrow for years to come.”
“Legends Global brings decades of proven excellence operating some of the most iconic venues in the country, and that experience is exactly what Regent Bank Amphitheater deserves,” said J.W. Roth, Founder, Chairman, and CEO of VENU. “This partnership allows us to deliver the premium, world-class experience our fans expect at Regent Bank Amphitheater, a venue built to become one of the region’s defining entertainment destinations.”
Legends Global currently supports more than 450 venues worldwide, spanning stadiums, arenas, theaters, and convention centers, including the recently opened Acrisure Amphitheater (Grand Rapids, MI) and F&M Bank Amphitheater (Long Beach, CA), as well as Caesars Superdome, U.S. Bank Stadium, Soldier Field, Target Center, and more.
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.
About Legends Global
Legends Global is the premier partner to the world’s greatest live events, venues, and brands. We deliver a fully integrated solution of premium services, including feasibility & consulting, owner’s rep, sales, partnerships, venue management, hospitality, merchandise, and content & booking. Through our white-label approach, we keep our partners front and center while leveraging the power of our global network: over 450 venues, 20,000 events, and 165 million guests annually. To learn more, visit us at www.LegendsGlobal.com and follow us on LinkedIn and Instagram.
About Regent Bank Amphitheater
Regent Bank Amphitheater is a next-generation, premium multi-seasonal live entertainment destination developed through a public-private partnership between Venu Holding Corporation (“VENU”) and the City of Broken Arrow. Targeted to open Fall 2026 with a capacity of 12,500, the venue features more than 230 Luxe FireSuites® and the Aikman Club, created in partnership with NFL Hall of Famer Troy Aikman, delivering a live experience unlike anything built in Oklahoma. Strategic partners include EIGHT Elite Light Beer, Aramark Sports + Entertainment, Connect Partnership Group, Pepsi, Boingo, Tangram, Dreamseat, L-Acoustics, and Dimensional Innovations. A marquee addition to VENU’s growing portfolio of luxury, experience-driven destinations redefining live entertainment across the country.
Visit regentbankamphitheater.com for more information.
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.
Contacts
VENU Investor Relations
Sarah Rothschild, srothschild@venu.live
VENU
Media Relations
Chloe Polhamus, cpolhamus@venu.live
Legends Global Media Relations
Stacey Escudero, sescudero@legendsglobal.com