Venu Holding (NYSE: VENU) acquires $12.6M Centennial property using debt

Rhea-AI Filing Summary

Venu Holding Corporation reported two key developments. First, its board waived a blackout restriction in the insider trading policy so the Chief Executive Officer and Chairman could buy Venu common stock on the open market on January 30, 2026, shortly after the company shared preliminary financial estimates.

Second, a subsidiary completed the purchase of land in Centennial, Colorado for approximately $12.6 million. The price was funded with cash and a seller promissory note of about $7.76 million at 4.5% interest, plus a separate $4.35 million bridge loan at 7.75% interest maturing in early May 2026. The bridge loan is secured by a first-priority lien on the property and is guaranteed by both the company and its Chief Executive Officer and Chairman.

Insights

Real estate and capital structure analyst

Venu finances a $12.6M land acquisition using layered debt and CEO guarantees.

The company’s subsidiary bought the Centennial, Colorado property for approximately $12,612,000, using a mix of cash and a seller note of about $7,758,000 at 4.5% interest. This structure limits upfront cash outlay while committing to medium-term obligations at a relatively moderate rate.

To meet cash requirements at closing and retire Old Mill’s existing loan and taxes, the subsidiary added a $4,350,000 bridge loan at 7.75% interest, maturing in early May 2026. The bridge loan is secured by a first-priority lien on the property and guaranteed by both the company and its Chief Executive Officer and Chairman, concentrating repayment and refinancing risk over a short horizon.

Separately, waiving blackout restrictions so the Chief Executive Officer and Chairman could purchase shares on January 30, 2026—soon after preliminary unaudited financial estimates on January 27, 2026—highlights governance and policy flexibility. Future disclosures in company filings may clarify how this property will be developed or financed beyond the bridge loan’s maturity.

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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 30, 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 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On January 30, 2026, Venu Holding Corporation (the “Company”) waived a provision of the Company’s Insider Trading Policy (the “Policy”), which is incorporated into the Company’s Code of Business Conduct and Ethics, that restricts the Company’s directors, executive officers, and other persons covered by the Policy from transacting in the Company’s securities during defined quarterly blackout periods. The waiver allowed the Company’s Chief Executive Officer and Chairman to make a purchase of the Company’s common stock on the open market on January 30, 2026. The waiver followed the Company’s announcement on January 27, 2026 of certain preliminary estimates of unaudited selected financial data for the three months and year ended December 31, 2025.

Item 8.01 Other Events.

On February 3, 2026, the Company entered into an Assignment of Purchase and Sale Agreement with Hall at Centennial, LLC, a subsidiary of the Company (the “Subsidiary”), pursuant to which the Company assigned its right, title, and interest in the previously disclosed Purchase and Sale Agreement between the Company and Old Mill, LLC (“Old Mill”) to the Subsidiary. Following such assignment, on February 3, 2026, the Subsidiary closed on the purchase of land in Centennial, Colorado (the “Centennial Property”) from Old Mill pursuant to the Purchase and Sale Agreement. The purchase price of approximately $12,612,000 for the Centennial Property was paid through a combination of cash and a promissory note in the principal amount of approximately $7,758,000, bearing interest at 4.5% per annum, made by the Company in favor of Old Mill. In connection with the closing of the acquisition, the Subsidiary also entered into a bridge loan (the “Loan”) evidenced by a promissory note in the principal amount of $4,350,000, which bears interest at 7.75% per annum and matures in early May 2026. The proceeds of the Loan were used to satisfy the cash closing delivery obligation for the acquisition of the Centennial Property (as well as to pay off Old Mill’s existing loan secured by the Centennial Property and certain outstanding taxes). The Loan is secured by a Deed of Trust on the Centennial Property that grants the lender a first-priority lien. The Loan is also guaranteed by the Company and personally guaranteed by the Company’s Chief Executive Officer and Chairman.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
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: February 5, 2026	By:	/s/ J.W. Roth
		J.W. Roth
		Chief Executive Officer and Chairman

FAQ

What insider trading policy change did Venu Holding (VENU) disclose?

Venu Holding temporarily waived a blackout restriction in its Insider Trading Policy so its Chief Executive Officer and Chairman could buy common stock on January 30, 2026. The waiver came shortly after the company released preliminary unaudited financial estimates for the quarter and year ended December 31, 2025.

What property did Venu Holding (VENU) acquire in Centennial, Colorado?

A Venu Holding subsidiary completed the purchase of land in Centennial, Colorado, referred to as the Centennial Property. The transaction closed on February 3, 2026, under a previously disclosed Purchase and Sale Agreement that the parent company assigned to the subsidiary on the same date.

How much did Venu Holding (VENU) pay for the Centennial Property and how was it structured?

The Centennial Property purchase price was approximately $12,612,000. It was funded through a mix of cash and a seller promissory note of about $7,758,000 at 4.5% interest, plus separate bridge loan financing that helped satisfy the cash portion and related obligations at closing.

What are the terms of Venu Holding’s seller note to Old Mill for the land purchase?

As part of the Centennial Property purchase, Venu Holding issued a promissory note to Old Mill, LLC for approximately $7,758,000. The note bears interest at 4.5% per annum, providing seller financing for a substantial portion of the $12.6 million land acquisition price in Centennial, Colorado.

What are the key terms of Venu Holding’s $4.35 million bridge loan?

The subsidiary entered into a $4,350,000 bridge loan bearing interest at 7.75% per annum and maturing in early May 2026. The loan is secured by a first-priority lien on the Centennial Property and is guaranteed by both Venu Holding and its Chief Executive Officer and Chairman.

Why did Venu Holding (VENU) use a bridge loan for the Centennial Property acquisition?

The bridge loan proceeds were used to meet the cash closing obligations for acquiring the Centennial Property, pay off Old Mill’s existing loan secured by the land, and cover certain outstanding taxes. This short-term financing helped complete the transaction while deferring long-term funding decisions.