Venu Holding (NYSE: VENU) previews 2025 results and starts stock offering

Rhea-AI Filing Summary

Venu Holding Corporation furnished an update with two main developments. First, it issued a press release with preliminary, unaudited selected financial data for the three months and year ended December 31, 2025, which does not include all details of its full results. Second, the company announced the commencement of a registered underwritten public offering of its common stock, also via press release. Both press releases are included as exhibits to this current report.

Insights

Equity capital markets analyst

Venu previews 2025 results and starts an underwritten equity offering.

Venu Holding Corporation has released preliminary, unaudited selected financial data for the quarter and year ended December 31, 2025. This gives investors an early directional view of performance before complete annual financial statements and accompanying footnotes become available.

The company also commenced a registered underwritten public offering of its common stock. An underwritten structure typically involves one or more investment banks agreeing to place the shares with investors, which can support execution certainty, while the specific size and pricing are not detailed in this excerpt.

The actual impact of the planned equity sale will depend on offering terms such as the number of shares, pricing, and use of proceeds, which are referenced only at a high level here and are instead described in the related press release exhibits.

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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): January 27, 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 January 27, 2026, Venu Holding Corporation (the “Company”) issued a press release announcing certain preliminary estimates of unaudited selected financial data for the three months and year ended December 31, 2025. The preliminary financial estimated results are based on currently available information and do not present all information necessary for an understanding of the Company’s financial condition as of, and its results and operations for, the fiscal quarter and year ended December 31, 2025. A copy of the press release is furnished with this Current Report on Form 8-K (this “Current Report”) as Exhibit 99.1.

Item 7.01 Regulation FD Disclosure.

On January 27, 2026, the Company issued a press release announcing the commencement of a registered underwritten public offering of its common stock. A copy of the press release is furnished with this Current Report as Exhibit 99.2.

The information contained in Items 2.02 and 7.01 of this Current Report (including Exhibits 99.1 and 99.2) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release issued by Venu Holding Corporation on January 27, 2026
99.2		Press Release issued by Venu Holding Corporation on January 27, 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: January 27, 2026	By:	/s/ J.W. Roth
		J.W. Roth
		Chief Executive Officer and Chairman

FAQ

What did Venu Holding Corporation (VENU) disclose about its 2025 financial results?

Venu Holding Corporation released a press release with preliminary estimates of unaudited selected financial data for the three months and year ended December 31, 2025, providing an early view of performance ahead of full, detailed financial statements and related disclosures.

Are Venu Holding Corporation’s 2025 financial figures in this 8-K final and comprehensive?

No. The company describes the 2025 figures as preliminary estimates of unaudited selected financial data, noting they do not present all information necessary to fully understand its financial condition or results of operations for the quarter and year ended December 31, 2025.

What equity transaction did Venu Holding Corporation (VENU) announce?

Venu Holding Corporation announced the commencement of a registered underwritten public offering of its common stock, indicating it plans to issue shares through an underwritten transaction, with additional details provided in a separate press release furnished as an exhibit.

How did Venu Holding Corporation present the press releases in this 8-K filing?

The company furnished two press releases as exhibits: one with preliminary unaudited financial data and another announcing the underwritten public offering of common stock. The filing specifies that these materials are furnished, not filed, for certain securities law purposes.

Does Venu Holding Corporation’s 8-K specify how the offering proceeds will be used?

The excerpt notes only that Venu Holding Corporation commenced a registered underwritten public offering of common stock. Detailed terms, including any use of proceeds, are referenced to the related press release, which is attached as an exhibit but not described here.

Are the exhibits in Venu Holding Corporation’s 8-K incorporated into other SEC filings?

The company states that information in Items 2.02 and 7.01, including the attached press releases, is not deemed filed for Section 18 liability and will not be incorporated by reference into Securities Act filings unless specifically referenced there.