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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): October 16, 2025
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
5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.
On
October 16, 2025, the Board of Directors of Venu Holding Corporation (the “Company”) adopted an amendment to the Company’s
Insider Trading Policy (the “Policy”), which is incorporated into the Company’s Code of Business Conduct and
Ethics (the “Code”). The amendment pertains to the provision of the Policy related to margin accounts and stock pledges.
As amended, the Policy now provides that persons subject to the Policy may not hold Company securities in a margin account or pledge
Company securities as collateral for a loan, except in the case of having received the prior approval of the person serving as the compliance
officer of the Policy (or the Board of Directors of a committee thereof), whereas the Policy previously prohibited stock pledges and
holding Company securities in a margin account in all cases. As amended, the Policy permits the chief compliance officer to, from time
to time, permit stock pledges or margin transactions in limited circumstances and after due consideration and a review of the facts and
circumstances, including a determination that any proposed stock pledge or transaction at issue does not present the opportunity for
insider trading (or allegations of insider trading (or impermissible tipping)) that the Policy is intended to prevent.
Item
7.01 Regulation FD Disclosure.
On
October 17, 2025, the Company issued a press release announcing certain services that it intends to make available through its wholly
owned subsidiary, Venu 280, LLC, doing business as Artist 280 (“Artist 280”). The press release is furnished
as Exhibit 99.1 hereto. Using an aircraft owned by Artist 280 and operated by an FAA certificated air carrier, the Company will be able
to provide access to private air travel to artists that perform at Company venues without having to rely on third-party air-travel services.
The aircraft was acquired by Artist 280, in part, with proceeds of a loan extended to Artist 280 in September 2025 by PNC
Bank, National Association. Obligations under that loan are secured by the aircraft under an Aircraft Security Agreement. In addition,
the Company’s Chief Executive Officer delivered a limited guaranty and suretyship agreement in connection with that loan.
Being
able to provide access to private travel services to artists that perform at Company venues directly through Artist 280, as opposed to
through outside parties, is expected to allow the Company to save on third-party costs and expenses historically incurred by the Company
when artists require private travel arrangements to perform at venues or events as part of their performance
contracts. In addition, the incremental ownership and maintenance costs of the aircraft are expected to be offset, in part, by
certain tax benefits now afforded to owners of private aircraft.
The
information contained in Exhibit 99.1 to this Current Report on Form 8-K is being furnished to the Securities and Exchange Commission
and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section. Further, such information shall not be deemed to be incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified as being
incorporated therein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release dated October 17, 2025 |
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:
October 17, 2025 |
By: |
/s/
J.W. Roth |
| |
|
J.W.
Roth |
| |
|
Chief
Executive Officer and Chairman |
