[8-K] Venu Holding Corp Reports Material Event

Rhea-AI Filing Summary

Venu Holding Corporation announced that its board has authorized a share repurchase program for up to $10 million of its outstanding common stock. The program runs through December 31, 2026 and allows the company to buy back shares in the open market or through privately negotiated transactions, subject to market conditions, legal requirements, and other factors. Repurchases may be conducted in accordance with Rule 10b-18 and can be facilitated by Rule 10b5-1 trading plans. The company is not required to repurchase a specific number of shares and can suspend or terminate the program at any time.

Insights

Equity Capital Markets Analyst

Venu’s board approved a flexible $10M share repurchase authorization through 2026.

Venu Holding Corporation has authorized a share repurchase program of up to $10 million of its common stock, expiring on December 31, 2026. This gives the company a multi-year framework to buy back shares when it deems pricing and conditions attractive.

The authorization permits open-market purchases or privately negotiated transactions, and allows use of Rule 10b-18 and Rule 10b5-1 plans, which can help execute repurchases in a structured manner. The company emphasizes it is not obligated to repurchase any particular amount, and may terminate or suspend the program at any time, so actual repurchase activity will depend on price, liquidity, cash flows, general market conditions, and alternative opportunities.

For investors, the key factors will be whether and when the company discloses actual dollars spent under this $10 million authorization and how that aligns with its cash generation and other capital needs in future periodic reports.

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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): November 18, 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 8.01 Other Events.

On November 18, 2025, the Board of Directors of Venu Holding Corporation (the “Company”) authorized the repurchase of up to $10 million (exclusive of fees and commissions) of outstanding shares of the common stock, par value $0.001 per share (the “Common Stock”), of the Company (the “Share Repurchase Program”).

The Share Repurchase Program expires on December 31, 2026. Repurchases under the Share Repurchase Program may be made from time to time through open-market repurchases or through privately negotiated transactions subject to market conditions, applicable legal requirements, and other relevant factors. Open-market repurchases may be structured to occur in accordance with the requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of shares of its Common Stock under this authorization. The Company is not obligated under the Share Repurchase Program to acquire any particular amount of Common Stock, and the Company may terminate or suspend the Share Repurchase Program at any time prior to its expiration. The timing and actual number of shares of Common Stock repurchased may depend on a variety of factors, including price, available liquidity, cash flows, general market conditions, and alternative opportunities.

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: November 21, 2025	By:	/s/ J.W. Roth
		J.W. Roth
		Chief Executive Officer and Chairman

FAQ

What did Venu Holding Corporation (VENU) announce in this 8-K?

Venu Holding Corporation reported that its board authorized a Share Repurchase Program allowing the company to buy back up to $10 million of its outstanding common stock.

How large is Venu Holding Corporations new share repurchase program?

The share repurchase program authorizes Venu Holding Corporation to repurchase up to $10 million (exclusive of fees and commissions) of its common stock.

How long will Venu Holding Corporatione28099s $10 million buyback authorization remain in effect?

The Share Repurchase Program is scheduled to expire on December 31, 2026, unless the company terminates or suspends it earlier.

How can Venu Holding Corporation (VENU) execute repurchases under the program?

Venu may repurchase shares through open-market transactions or privately negotiated transactions, and may use Rule 10b-18 and Rule 10b5-1 plans to facilitate these repurchases.

Is Venu Holding Corporation required to repurchase the full $10 million of stock?

No. The company is not obligated to acquire any particular amount of common stock and may terminate or suspend the Share Repurchase Program at any time before its expiration.

What factors will influence Venu Holding Corporatione28099s actual share repurchases?

The timing and number of shares repurchased may depend on price, available liquidity, cash flows, general market conditions, and alternative opportunities.