STOCK TITAN

Venu Holding (VENU) grows assets to $511.8M but posts $31.9M loss

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Venu Holding Corporation reported results for the second quarter and six-month period ended June 30, 2026, highlighting rapid balance sheet expansion and continued operating losses. Total assets rose to $511.8 million, an increase of $141.2 million or 38% from $370.6 million at year-end 2025, driven largely by property and equipment, which increased to $446.2 million.

For the six months, total revenue was $8.5 million, up 7% from $8.0 million a year earlier, while the net loss attributable to common stockholders was $31.9 million versus $29.5 million. Operating costs were $35.4 million, including $17.6 million of general and administrative expense, $3.7 million of equity compensation and $4.8 million of depreciation and amortization, and net interest expense was $7.4 million.

Strategically, the company reported more than $278 million in cumulative Luxe FireSuite and Aikman Club sales, completed a $49.7 million sale-leaseback on Ford Amphitheater land, and outlined a path to over $150 million of C-PACE financing to complete the Regent Bank Amphitheater and Sunset Amphitheater McKinney. Venu also detailed plans for a planned $300 million Chattanooga amphitheater, potential $350 million-plus Northern Colorado destination, inclusion in the Russell 3000 and Russell 2000 indices, and an exclusive management partnership with Legends Global for the 12,500-seat Regent Bank Amphitheater.

Positive

  • Total assets increased 38% to $511.8 million from $370.6 million at year-end 2025, reflecting substantial growth in property and equipment tied to venue development.
  • Luxe FireSuite and Aikman Club sales reached over $278 million cumulatively, providing significant contracted revenue across existing and in-development venues.
  • The company secured a path to more than $150 million in C-PACE financing plus $45 million in bridge and debenture funding to complete its two flagship amphitheaters.
  • Venu was added to the Russell 3000 and Russell 2000 indices, potentially broadening institutional awareness and index-linked ownership.

Negative

  • Net loss attributable to common stockholders was $31.9 million for the six months ended June 30, 2026, compared with a $29.5 million loss a year earlier.
  • Interest expense, net rose to $7.4 million from $2.9 million, indicating a materially higher financing cost burden as leverage and structured liabilities increased.
  • Six-month total revenues of $8.5 million were far below $35.4 million in operating costs, underscoring that current operations do not cover the expanding expense base.

Filing Explained

As of June 30, 2026, common shares outstanding were 56,056,839 and cash was $16,283,650 after reported financing and spending.

As a Form 8-K, this filing reports Venu Holding Corporation’s second-quarter and six-month results for the period ended June 30, 2026. The disclosed financing was completed in part: the company received $68,531,119 from common-stock issuance and $21,796,023 from common warrants and pre-funded warrants, creating an ownership-dilution consequence for existing common holders.

Issuing additional shares increases the total share count and reduces an existing holder’s percentage ownership absent offsetting changes. A pre-funded warrant converts to shares when exercised, although this filing does not provide a share count for those warrants.

Common shares outstanding were 56,056,839 at June 30, 2026, compared with 42,860,764 at December 31, 2025. At those same dates, cash and cash equivalents declined from $41,306,358 to $16,283,650, while total liabilities increased from $171,703,684 to $262,503,567.

The company also reports that $45 million of interim financing was closed ahead of more than $150 million of C-PACE financing; the permanent financing is therefore a later milestone rather than the completed funding reported here.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Total assets $511,778,943 As of June 30, 2026; up $141.2 million or 38% from year-end 2025
Property and equipment, net $446,239,065 As of June 30, 2026; up from $305,947,277 at December 31, 2025
Total revenue (six months) $8,546,948 Six months ended June 30, 2026; compared with $7,986,466 in 2025
Net loss attributable to common stockholders $31,944,049 Six months ended June 30, 2026; versus $29,497,838 in prior year
Interest expense, net $7,403,503 Six months ended June 30, 2026; up from $2,906,879 in 2025
Cumulative Luxe FireSuite and Aikman Club sales $278,000,000+ Total sales since program launch across current and in-development venues
Planned Chattanooga amphitheater investment $300,000,000 Planned 12,500-seat amphitheater at the Bend, subject to incentives
Potential Northern Colorado destination $350,000,000+ Discussed 12,500-seat multi-seasonal entertainment destination
C-PACE financing financial
"Secured a path to more than $150 million in C-PACE financing arranged by CBRE Group"
C-PACE financing is a long-term loan repaid through a special property tax assessment that funds energy efficiency, renewable energy, or resilience upgrades on commercial or multifamily buildings. For investors, it matters because the cost is attached to the property rather than the owner, like adding a utility bill to the tax statement, which can improve a building’s value and operating costs but also changes cash flow and the property’s payment priority for lenders.
sale-leaseback financial
"Closed a $49.7 million sale-leaseback alignment on the land beneath Ford Amphitheater"
A sale-leaseback is a deal where an owner sells an asset—commonly real estate or equipment—to another party and immediately rents it back so they can keep using it. For investors, it matters because the seller converts a fixed asset into cash without disrupting operations, which can boost liquidity or pay down debt but also creates ongoing lease payments and long-term obligations that affect cash flow and the balance sheet.
Net Tangible Asset Value Per Common Share financial
"Net Tangible Asset Value Per Common Share, as presented, is a non-GAAP financial measure"
Contingently Redeemable Convertible Cumulative Series B Preferred Stock financial
"Contingently Redeemable Convertible Cumulative Series B Preferred Stock, $0.001 par"
NNN firesuite liability financial
"Current portion NNN firesuite liability"
mezzanine equity financial
"Mezzanine Equity"
Mezzanine equity is a layer of financing that sits between bank loans and full ownership, combining elements of borrowed money and equity. It often gives lenders higher potential returns in exchange for taking more risk, sometimes with the option to convert into ownership or receive extra payments; think of it as a middle seat that pays more because it’s less secure than front-row debt. Investors watch it because it affects a company’s debt risk, potential dilution of ownership, and expected returns.
Total revenues, net $8,546,948 Increased 7% from $7,986,466 for the six months ended June 30, 2025
Net loss attributable to common stockholders $31,944,049 Compared with a net loss of $29,497,838 for the six months ended June 30, 2025
Total assets $511,778,943 Increased by $141,223,908, or 38%, from $370,555,035 at December 31, 2025

FAQ

How did VENU’s total assets change in the first half of 2026?

Venu Holding Corporation’s total assets rose to $511.8 million as of June 30, 2026, an increase of $141.2 million, or 38%, from $370.6 million at December 31, 2025, mainly from higher property and equipment tied to venue development.

What were VENU’s revenues and net loss for the six months ended June 30, 2026?

For the six months ended June 30, 2026, VENU generated $8.5 million in total revenue, up 7% year over year, and recorded a net loss attributable to common stockholders of $31.9 million, compared with a $29.5 million loss in the prior-year period.

How much has VENU generated from Luxe FireSuite and Aikman Club sales?

VENU reported more than $278 million in total Luxe FireSuite and Aikman Club sales since launching these programs across current and in-development venues, with approximately 76% of Luxe FireSuite sales in the quarter using the company’s NNN model.

What major financing steps did VENU take to fund its flagship amphitheaters?

VENU outlined a path to more than $150 million in C-PACE financing to fund completion of the Regent Bank and Sunset McKinney amphitheaters and closed $45 million in interim financing, including a $20 million bridge loan and a $25 million secured convertible debenture.

What large-scale projects is VENU planning in Chattanooga and Northern Colorado?

VENU entered an agreement to purchase 15 acres in Chattanooga for a planned $300 million, 12,500-seat amphitheater with Urban Story Ventures and is in active discussions with Northern Colorado municipalities regarding a potential $350 million-plus, 12,500-seat multi-seasonal entertainment destination.

How has VENU’s debt and interest burden evolved in early 2026?

As of June 30, 2026, VENU reported $56.1 million in long-term debt plus growing lease and NNN liabilities, while net interest expense increased to $7.4 million for the six months, up from $2.9 million in the prior-year period.

What is VENU’s cash position after its recent investment and financing activity?

VENU ended June 30, 2026 with $16.3 million in cash and cash equivalents, down from $41.3 million at December 31, 2025, after $132.9 million of property and equipment investment and $117.3 million of net cash provided by financing activities.

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

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false 0001770501 0001770501 2026-08-13 2026-08-13 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): August 13, 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 2.02 Results of Operations and Financial Condition.

 

On August 13, 2026, Venu Holding Corporation issued a press release summarizing its second-quarter 2026 and half-year financial and operating results and announcing a conference call to discuss those results. A copy of that press release is furnished with this report as Exhibit 99.1. The information furnished under this Item 2.02, including the referenced exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by reference to such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
     
99.1   Press Release dated August 13, 2026
104   Cover page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

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

 

 

 

 

 

Exhibit 99.1

 

 

Venu Holding Corporation Reports Second Quarter

Fiscal 2026 Financial Results

 

Total Assets Increased $141.2 million to $511.8 million, Up 38% from Year-End 2025

 

COLORADO SPRINGS, CO – August 13, 2026 - (BUSINESS WIRE) – Venu Holding Corporation (“VENU” or the “Company”) (NYSE American: VENU), owner, operator, and developer of premium live entertainment destinations, today announced results for its second quarter and six-month period ended June 30, 2026.

 

“This quarter reflected steady, deliberate progress across our business” said J.W. Roth, Founder, Chairman, and Chief Executive Officer of VENU. “We announced our expansion plans into Chattanooga and are in active discussions on a new destination in Northern Colorado, adding to a pipeline of more than 45 municipal conversations. Regent Bank signed on as the official naming rights partner for our state-of-the-art amphitheater outside of Tulsa, Oklahoma a multi-year, multi-million-dollar agreement that adds long-term, high-margin revenue directly to our bottom line, and finishing the quarter we were added to the Russell 3000® and Russell 2000® indices.

 

Since quarter end, we’ve also sharpened how we finance venues to completion, as we aim to move away from sale-leaseback to C-PACE financing, which keeps our real estate on the balance sheet and minimizes shareholder dilution, bridged by a short-term loan with Ryan LLC and a debenture financing that are both structured to be retired after C-PACE closes.

 

Our attention is squarely on the finish line at Regent Bank Amphitheater, which opens this fall with bookings, offers, and shows in progress. Sunset Amphitheater McKinney is right behind it, where construction continues to move rapidly. We look forward to sharing more in the weeks ahead.”

 

Financial Highlights for the Second Quarter of 2026 and the Six-Month Period Ended June 30, 2026

 

Total assets increased to $511.8 million as of June 30, 2026, up $141.2 million or 38% from $370.5 million at December 31, 2025, which resulted in $4.44 per common share in net tangible assets(1) as of June 30, 2026.

 

It is worth noting that our municipality contributed real estate sits at zero cost basis on our balance sheet rather than mark to market value as they are contributed assets, which resulted in $9.58 per common share in net tangible assets on a mark to market basis as of June 30, 2026. On an as-completed basis(2) of $1.24 billion a net tangible share price would equal $17.44 per common share, giving a fuller picture of what this portfolio would be worth once completed.

 

 

 

 

Property and equipment increased to $446.2 million as of June 30, 2026, up $140.3 million or 46% from $305.9 million at December 31, 2025.
Luxe FireSuite and Aikman Club sales reached more than $278 million in total sales since launching the program across current and in development venues for the quarter ended June 30, 2026. During the quarter, Luxe FireSuite sales through the Company’s NNN model accounted for approximately 76% of total Luxe FireSuite sales.
Total revenue was $8.5 million for the six months ended June 30, 2026, compared to $8.0 million for the six months ended June 30, 2025, an increase of 7% year over year.

 

Operational and Strategic Highlights for the Second Quarter Fiscal 2026:

 

Capital Markets & Financing

 

VENU was added to the Russell 3000® Index and the small-cap Russell 2000® Index as part of FTSE Russell’s 2026 semi-annual reconstitution, effective at market open on June 29, 2026, expanding institutional visibility across the approximately $12.2 trillion in assets benchmarked to the Russell US Indexes.
Closed a $49.7 million sale-leaseback alignment on the land beneath Ford Amphitheater in Colorado Springs.

 

Venue Development & National Expansion

 

Entered into an agreement to purchase 15 acres at the Bend in Chattanooga, Tennessee, for a planned $300 million, 12,500-seat amphitheater to be developed with Urban Story Ventures, contingent on completion of public-private partnership incentives.
Continued active discussions with several Northern Colorado municipalities for a potential $350 million-plus, 12,500-seat multi-seasonal entertainment destination.
Named Regent Bank as the official naming rights partner for the Company’s Broken Arrow, Oklahoma amphitheater, now Regent Bank Amphitheater, targeted to open in Fall 2026.

 

Subsequent Events: July 1, 2026, through August 13, 2026

 

Balance Sheet & Financing Activity

 

Secured a path to more than $150 million in C-PACE financing arranged by CBRE Group, providing long-term, fixed-rate, non-dilutive capital to fund completion of both the Regent Bank Amphitheater in Broken Arrow, Oklahoma, and Sunset Amphitheater at McKinney, Texas.
Closed $45 million in financing to keep both flagship amphitheaters on schedule ahead of permanent C-PACE funding, including a $20 million bridge loan facility from Ryan, LLC, VENU’s national expansion partner since 2023 and Official Tax Partner, to advance construction of the 20,000-seat Sunset Amphitheater at McKinney and a $25 million secured convertible debenture dedicated exclusively to construction of the Regent Bank Amphitheater.

 

 

 

 

Strategic Advisors & Operating Partnerships

 

Added Ron Bension, former President and CEO of ASM Global and architect of its $2.3 billion acquisition by Legends, as a strategic advisor to CEO J.W. Roth, with Mr. Bension also being nominated for election to VENU’s Board of Directors at the Company’s 2026 Annual Meeting of Shareholders, subject to shareholder approval.
Selected Legends Global, operator of more than 450 venues hosting 20,000 events and 165 million guests annually, to lead venue management at the 12,500-seat Regent Bank Amphitheater in Broken Arrow, Oklahoma, under an exclusive agreement covering day-to-day operations, staffing, vendor management, and artist logistics, with Aramark Sports + Entertainment serving as food and beverage partner ahead of the venue’s targeted fall 2026 opening.

 

Conference Call Details

 

Thursday August 13, 2026, at 11:00 a.m. Eastern Time
North America Toll Free Dial-In Number +1 833-461-5787
International Toll Dial-In Number +1 585-542-9983
Conference ID 512 667 005
Webcast Link https://events.q4inc.com/attendee/512667005
Conference Call Replay https://investors.venu.live

 

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, Forbes, 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, Tixr, 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

 

Certain statements in this press release constitute “forward-looking statements” within the meaning of the federal securities laws. Words such as “may,” “might,” “will,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,” “plan,” “intend” or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. While Venu believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward-looking statements are based upon current estimates and assumptions and are subject to various risks and uncertainties, including without limitation those set forth in the company’s filings with the SEC, not limited to Risk Factors relating to its business contained therein. Thus, actual results could be materially different. Venu expressly disclaims any obligation to update or alter statements whether because of new information, future events or otherwise, except as required by law.

 

Non-GAAP Financial Measures (1)

 

Net Tangible Asset Value Per Common Share

 

Net Tangible Asset Value Per Common Share, as presented, is a non-GAAP financial measure. We define Net Tangible Asset Value Per Common Share as total assets, excluding intangible assets, less total liabilities, divided by common shares outstanding. Management believes this measure provides useful information regarding the tangible asset value attributable to holders of the Company’s common shares and may assist investors in evaluating the Company’s financial position and the value of its tangible assets on a per-share basis. Net Tangible Asset Value Per Common Share may also be useful when considering values based on mark to market basis or as-completed appraisal basis.

 

Appraisal Disclosures (2)

 

These appraisals used the cost basis, income, and comparable sales approaches to valuation and, after reconciliation, came to the appraised values of the properties. These approaches to valuation are commonly used approaches to value for appraisal of commercial properties, as opposed to assigning a valuation on the properties based solely on the cost basis of the properties. The total appraisal includes two Colorado Springs parcels later sold through sale-leaseback transactions: a 5.5-acre parking lot, appraised at $9.2 million and sold in November 2025 for $14 million, and a 9.5-acre lot, appraised and sold at approximately $50 million and sold in June 2026. It is important to understand that the appraisal of VENU’s properties takes into account, among other factors, the valuation of the Company’s real estate and developments at a specific point in time, and the appraised value is subject to (and likely to) change at any time, whether it increases or decreases, and such changes could be caused by macro and micro factors over which we have no control. The appraisal of the property portfolio is only an estimate of its value as to the date of the appraisal and based only on the specific appraisal methodologies and should not be relied upon as a measure of its realized value or the value at which any property could be sold to a third party. Other appraisal methodologies may yield materially different appraised value. Furthermore, the appraised value of the properties differs from the values assigned to it under generally accepted accounting principles in the United Stated (“GAAP”), which require the values of the properties to be valued at their cost basis for financial presentation purposes, and therefore the appraised values represent an unaudited measure that may not represent fair value, as defined under GAAP, and such values and appraisals are not, and will not be, subject to audit or other review procedures by our outside independent accountants.

 

The opinions expressed in the appraisal are based on estimates and forecasts that are prospective in nature and subject to certain risks and uncertainties. Events may occur that could cause the performance of the properties to materially differ from the estimates utilized by the appraiser, such as changes in the economy, interest rates, capitalization rates, the financial strength of the live-music and entertainment industries, and the behavior of event attendees, investors, lenders, and municipalities. The Company reviews each appraisal of its properties to confirm that the information provided to the appraiser is accurately reflected in the appraisal, but it does not validate the methodologies, inputs, and professional judgment utilized by the certified appraiser.

 

Contacts

 

Investor Relations 

Sarah Rothschild, srothschild@venu.live

 

Media Relations 

Chloe Polhamus, cpolhamus@venu.live

 

Redchip 

Michael Serrano, VENU@redchip.com

 

 

 

 

VENU HOLDING CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in US Dollars)

 

   As of 
   June 30, 2026   December 31, 2025 
   Unaudited   Audited 
ASSETS          
Current assets          
Cash and cash equivalents  $16,283,650   $41,306,358 
Inventories   590,861    474,467 
Prepaid expenses and other current assets   3,407,825    2,546,523 
Current portion NNN firesuite promissory notes receivable   111,373    - 
Total current assets   20,393,709    44,327,348 
Other assets          
Property and equipment, net   446,239,065    305,947,277 
Intangible assets, net   111,198    144,558 
Operating lease right-of-use assets, net   17,010,370    17,397,009 
Note receivable - related party   19,880,000    - 
Long term NNN firesuite promissory notes receivable, net of current portion   7,445,981    - 
Investment in EIGHT Brewing   -    1,999,999 
Investment in related parties   555,262    555,262 
Security and other deposits   143,358    183,582 
Total other assets   491,385,234    326,227,687 
Total assets  $511,778,943   $370,555,035 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Accounts payable  $59,635,351   $25,129,485 
Accrued expenses   6,620,210    27,847,751 
Accrued payroll and payroll taxes   366,317    577,360 
Deferred revenue   1,977,456    1,542,564 
Current portion of operating lease liabilities   621,069    605,261 
Current portion licensing liability   223,333    223,333 
Current portion NNN firesuite liability   1,911,467    1,026,300 
Current portion lease financing liability - related party   3,383,410    - 
Current portion of long-term debt   8,174,776    400,108 
Total current liabilities   82,913,389    57,352,162 
           
Long-term portion of operating lease liabilities   16,625,919    16,886,027 
Long-term licensing liability and other liabilities   10,040,749    8,951,600 
Long-term convertible debt   1,927,742    1,907,530 
Long-term NNN firesuite liability   56,878,056    30,038,214 
Long-term lease financing liability - related party   38,031,471    - 
Long-term debt, net of current portion   56,086,241    56,568,151 
Total liabilities  $262,503,567   $171,703,684 
Commitments and contingencies - See Note 16          
Mezzanine Equity          
Contingently Redeemable Convertible Cumulative Series B Preferred Stock, $0.001 par - 1,342 authorized, 1,008 issued and outstanding at June 30, 2026 and 675 issued and outstanding at December 31, 2025  $15,120,000   $10,125,000 
Stockholders’ Equity          
Common stock, $0.001 par - 144,000,000 authorized, 59,371,551 issued and 56,056,839 outstanding at June 30, 2026 and 43,536,954 issued and 42,860,764 outstanding at December 31, 2025   59,372    42,961 
Class B common stock, $0.001 par - 1,000,000 authorized, 381,235 issued and 304,990 outstanding at June 30, 2026 and 381,235 issued and 304,990 outstanding at December 31, 2025   381    304 
Additional paid-in capital   276,946,369    201,188,680 
Accumulated deficit   (123,098,229)   (91,454,930)
   $153,907,893   $109,777,015 
Treasury Stock, at cost - 3,390,957 shares at June 30, 2026 and 752,435 shares at December 31, 2025   (17,900,353)   (7,899,600)
Total Venu Holding Corporation and subsidiaries equity  $136,007,540   $101,877,415 
Non-controlling interest   98,147,836    86,848,936 
Total stockholders’ equity  $234,155,376   $188,726,351 
Total liabilities and stockholders’ equity  $511,778,943   $370,555,035 

 

 

 

 

VENU HOLDING CORPORATION AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in US Dollars)

 

   For the six months ended 
   June 30, 
   2026   2025 
Revenues        
Restaurant including food and beverage revenue, net  $5,617,082   $4,590,094 
Event center ticket and fees revenue, net   1,902,352    2,424,146 
Rental and sponsorship revenue, net   1,027,514    972,226 
Total revenues, net  $8,546,948   $7,986,466 
Operating costs          
Food and beverage   1,450,802    1,111,386 
Event center   1,668,720    1,653,562 
Labor   3,142,118    2,117,831 
Rent   957,782    774,336 
General and administrative   17,637,456    15,204,257 
Equity compensation   3,738,453    13,224,382 
Depreciation and amortization   4,776,523    2,749,776 
Donation of EIGHT Brewing investment   1,999,999    - 
Total operating costs  $35,371,853   $36,835,530 
           
Loss from operations  $(26,824,905)  $(28,849,064)
           
Other income (expense), net          
Interest expense, net   (7,403,503)   (2,906,879)
Other income, net   50,769    19,599 
Total other expense, net   (7,352,734)   (2,887,280)
           
Net loss  $(34,177,639)  $(31,736,344)
           
Net loss attributable to non-controlling interests   (2,534,340)   (2,255,381)
Net loss attributable to Venu   (31,643,299)   (29,480,963)
Preferred stock dividend   (300,750)   (16,875)
Net loss attributable to common stockholders  $(31,944,049)  $(29,497,838)
           
Weighted average number of shares of Class B common stock, outstanding, basic and diluted   304,990    379,990 
Basic and diluted net loss per share of Class B common stock  $(0.60)  $(0.77)
           
Weighted average number of shares of Common stock, outstanding, basic and diluted   53,302,185    37,984,523 
Basic and diluted net loss per share of Common stock  $(0.60)  $(0.77)

 

 

 

 

VENU HOLDING CORPORATION AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in US Dollars)

 

   For the six months ended 
   June 30, 
   2026   2025 
Net loss  $(34,177,639)  $(31,736,344)
Adjustments to reconcile net loss to net cash used in operating activities:          
Loss on sale of property and equipment   55,957    - 
Equity issued for interest on debt   -    291,680 
Equity based compensation   2,918,786    13,024,382 
Equity issued for services   653,000    277,900 
Noncash interest and debt discount   876,482    2,829,506 
Noncash lease expense   849,264    184,741 
Depreciation and amortization   4,776,523    2,749,776 
Noncash donation of EIGHT Brewing investment   1,999,999    - 
Changes in operating assets and liabilities:          
Inventories   (116,394)   31,166 
Prepaid expenses and other current assets   (861,302)   (391,189)
Security and other deposits   40,224    (25,250)
Accounts payable   34,505,866    (2,781,721)
Accrued expenses   (21,528,291)   3,235,134 
Accrued payroll and payroll taxes   (211,043)   (105,678)
Deferred revenue   434,892    360,730 
Operating lease liabilities   (706,925)   (185,469)
Licensing liability   1,089,149    756,389 
Net cash used in operating activities   (9,401,452)   (11,484,247)
Cash flows from investing activities          
Purchase of property and equipment   (132,875,433)   (37,211,382)
Investment in EIGHT Brewing   -    (1,999,999)
Investment in related parties   -    (5,262)
Net cash used in investing activities   (132,875,433)   (39,216,643)
Cash flows from financing activities          
Proceeds from NNN firesuite liability, including $542,646 principal payments from          
Proceeds from long-term debt, net of issuance costs   -      
NNN firesuite promissory notes receivable   19,467,646    - 
Proceeds from lease financing liability - related party   21,951,844    - 
Proceeds from issuance of Contingently Redeemable Convertible Cumulative Series B Preferred Stock   4,995,000    10,125,000 
Proceeds from issuance of common stock, net of $7,395,725 issuance costs   68,531,119    - 
Proceeds from issuance of common warrants and pre-funded warrants   21,796,023    - 
Proceeds from Subsidiary issuance of shares, net of Venu purchase of Subsidiary shares   (3,452,060)   24,454,237 
Repurchase of treasury stock   (10,000,000)   - 
Principal payments on promissory note   (4,500,000)   (2,000,000)
Principal payments on long-term debt   (332,142)   (164,038)
Principal payments on lease financing liability - related party   (10,799)   - 
Distributions to non-controlling shareholders   (1,192,454)   (251,785)
Net cash provided by financing activities   117,254,177    50,163,414 
Net decrease in cash and cash equivalents   (25,022,708)   (537,476)
Cash and cash equivalents, beginning   41,306,358    37,969,454 
Cash and cash equivalents, ending  $16,283,650   $37,431,978 
Supplemental cash flow information:          
Cash paid for interest  $856,948   $230,467 
Cash paid for income taxes  $-   $- 
Supplemental non-cash investing and financing activities:          
Property acquired via promissory note  $12,215,475   $25,000,000 
Real property sold in exchange for note receivable - related party  $19,880,000   $- 
Lease financing liability from real property lease - related party  $41,376,869   $- 
Accrued preferred stock dividends  $300,750   $16,875 
Debt discounts - warrants  $-   $1,486,329 
Conversion of convertible debt and interest to common equity  $-    25,000,000 

 

 

 

 

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