Venu Holding Corporation 8-K Filings

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.

Venu Holding Corporation entered into a Ticketing Agreement with Ticketmaster L.L.C. on August 3, 2026. Ticketmaster becomes the exclusive ticketing agent, using its TM System, for all Attractions at Venu’s planned amphitheaters in Broken Arrow, Oklahoma, McKinney, Texas, and El Paso, Texas. Venu may still sell tickets at box offices, handle group sales of at least 15 people, and allocate House Seats for promoters, artists, and promotions.

The initial Term runs until five years after the latest amphitheater opening, then automatically renews for successive five-year periods unless either party gives non-renewal notice. Ticketmaster collects ticket proceeds and remits weekly Ticket Receipts to Venu, net of specified charges and taxes. Ticketmaster provides a one-time Hardware Credit toward ticketing hardware and pays an annual Sponsorship Allowance tied to an Allowance Threshold, with Shortfall Amount adjustments if ticket volumes are not met.

Venu will participate in Ticketmaster’s TM+ resale platform and receive a fixed percentage of Net Resale Revenue, with a higher share for Attractions it solely promotes. Ticketmaster licenses the TM System to Venu and commits to a monthly uptime of at least 99.5%, excluding allowed downtime; repeated failures can constitute a material breach permitting termination if not cured within 30 days. The Agreement also includes customary provisions on confidentiality, indemnification, IP, insurance, and compliance with laws.

Venu Holding Corporation entered into a Securities Purchase Agreement with an institutional investor for $25,000,000 in original principal amount of senior secured convertible debentures and accompanying warrants to purchase up to 1,000,000 common shares. The debentures carry a 5% original issue discount; on the issuance date the company received gross proceeds of $11,875,000, with an additional $11,875,000 possible if a $12,500,000 holdback held as cash collateral is released after a satisfactory appraisal of The Sunset BA amphitheater project. Net proceeds are intended primarily for construction and development of The Sunset BA.

The debentures mature on July 31, 2027, bear no cash interest unless an event of default occurs (then 18% per annum), and are convertible at a fixed price of $7.50 per share, or at a variable price based on 95% of the lowest 5-day VWAP with a $0.448 floor following payment failures or prolonged defaults. Monthly installments of $5,000,000 principal plus a payment premium (initially 15%, rising to 20%) begin on a defined future trigger. A first‑priority security interest in substantially all assets of two majority‑owned subsidiaries tied to The Sunset BA, related mortgages, and a personal guaranty from the chief executive officer secure the obligations.

Conversions and warrant exercises are limited by an 11,767,980‑share exchange cap, equal to 19.99% of common stock outstanding on the issuance date, and by a 4.99% beneficial ownership cap. The company must seek shareholder approval to issue shares above the exchange cap and must apply 90% of net proceeds from a separate $25,000,000 at‑the‑market equity program toward mandatory redemptions of the debentures. Additional five‑year warrants for up to 200,000 shares at $6.25 were issued to the placement agent, and all securities were registered under an existing shelf registration statement.

Venu Holding Corporation, through its wholly owned subsidiary Sunset Operations at Broken Arrow, LLC, has entered into a Consulting and Management Agreement with Legends Global Theater Management, LLC for the Regent Bank Amphitheater in Broken Arrow, Oklahoma. Legends will provide pre-opening advisory services covering planning, design coordination, staffing, budgeting, marketing, and vendor contracting, then become the venue’s exclusive day-to-day manager once it opens. During the management term, Legends controls operations, event booking and programming, vendor and financial administration, subject to certain approval rights and an existing economic development agreement. Compensation includes a fixed monthly pre-opening advisory fee, a base management fee (greater of a fixed annual amount or a percentage of Adjusted Gross Income), an incentive fee tied to key performance indicators, and food-and-beverage commissions, plus reimbursement of defined operating expenses. The agreement also assigns Legends responsibility for administering a project-related special assessment and delivering annual audited reports and management plans. A related press release notes the venue is targeted to open in Fall 2026 with 12,500-seat capacity.

Venu Holding Corporation entered into a Secured Promissory Note and Guaranty Agreement with Ryan, LLC on July 17, 2026, providing a secured bridge loan with $20,000,000 principal plus up to $500,000 of capitalized fees. The bridge loan bears 18% per annum interest, paid in kind and added monthly to principal, and all obligations are due in cash 90 days after the Closing Date, with voluntary prepayment allowed at any time.

The company must apply proceeds to construction costs for its in‑development amphitheater projects, including the Sunset Amphitheater in McKinney, Texas, and make mandatory prepayments from specified funding programs, government incentive payments, and FireSuite receivables. The loan is secured by the El Paso, Centennial, and SHC properties and related assets, certain incentive payments and funding program proceeds, and FireSuite receivables; CEO J.W. Roth provided a personal guaranty, and each entity guarantor guaranteed the obligations.

To accommodate these liens, Pueblo Bank and Trust amended the existing Pueblo Facility to broaden Permitted Liens, allow related borrowings and guaranties, and narrow its collateral mainly to assets financed with its term loan, specified deposit accounts, and SHC rents. Venu characterized the facility as part of a disciplined, non‑dilutive capital approach in a July 21, 2026 press release.

Venu Holding Corporation entered into an ATM Sales Agreement with ThinkEquity LLC, allowing it to sell up to $250 million of common stock through an at-the-market offering. Shares may be sold from time to time on the NYSE American or other permitted markets under an effective Form S-3 shelf registration.

The company will pay ThinkEquity a 3.0% commission on the gross sales price of any shares sold and reimburse certain expenses. Neither party is obligated to sell or purchase shares, and the company may suspend or terminate sales, with the agreement automatically ending once total sales reach $250 million or if earlier terminated.

Venu Holding Corporation entered into a related-party sale-leaseback for the land under its Ford Amphitheater. A controlled subsidiary sold approximately 9.5 acres in Colorado Springs for $49,700,000, paid as $29,820,000 in cash and a $19,880,000 promissory note bearing 4.87% interest and maturing on June 1, 2046. Venu will issue warrants to ORF for up to 5,000,000 common shares at $3.79 per share and use part of the proceeds to redeem third‑party interests in the subsidiary and to purchase about $10,000,000 of its own stock for retirement. A new 25‑year triple‑net ground lease keeps operational control of the venue but raises annual base rent from $3,222,000 to $4,224,500, with 10% increases every five years. Separately, amphitheater operating agreements with AEG Presents were restructured, with the company stating that economics and operations remain substantially similar and no material impact is expected.

Venu Holding Corporation reported fiscal first-quarter 2026 results showing continued growth in assets and capital, alongside ongoing losses as it builds out its venue portfolio. Total assets reached $461.3 million, up about 25% from year-end 2025, driven largely by construction of immersive entertainment venues.

The company completed an equity capital raise of common stock and warrants that generated gross proceeds of $86.25 million and net proceeds of $80.1 million, helping lift cash and cash equivalents to $56.6 million from $41.3 million. Total revenue was $3.9 million for the quarter ended March 31, 2026, compared with $3.5 million a year earlier, an 11% increase, mainly from restaurant and sponsorship revenue.

Venu reported a net loss of $14.4 million versus $19.4 million in the prior-year quarter, reflecting high operating, development, and financing costs as it scales. The company highlighted more than $260 million in cumulative Luxe FireSuite and Aikman Club sales, new sponsorship deals with PepsiCo and Aramark, and multiple large-scale venue projects in Colorado, Oklahoma, Texas, Tennessee, and potential new developments in Northern Colorado.

Venu Holding Corporation has entered into a material Purchase and Sale Agreement for an approximately 15-acre property in Chattanooga, Tennessee, to support a planned multi-seasonal amphitheater and entertainment complex. The total purchase price for the property is $20.0 million, with funding sources identified as Development Incentive Funding, Suite Sales Revenue from pre-sold firepit suites, and amounts payable under a ticket fee participation agreement giving the seller a share of ticket sales until an agreed aggregate amount is reached.

Closing is expected on or before December 31, 2026, but is contingent on several conditions being met within six months, including execution of a satisfactory development agreement with governmental and/or private entities, securing a defined minimum level of incentives, achieving a minimum level of suite pre-sales, and Hamilton County agreeing to transfer an additional parcel. The agreement also calls for tax increment financing incentives, ticket participation fees to government entities, and a structured parking facility with per-vehicle parking fees in perpetuity, alongside customary real estate terms and Purchaser’s broad discretion to waive or enforce conditions.

Venu Holding Corporation reported full-year 2025 and fourth quarter results showing rapid asset growth but continued heavy losses. Total assets reached $370.6 million, up 108% from $178.4 million at year-end 2024, largely driven by property and equipment investments of $305.9 million.

Full-year 2025 revenue was broadly flat at $17.9 million versus $17.8 million in 2024, while the net loss attributable to common stockholders widened to $44.3 million from $30.3 million. Total net loss was $50.8 million compared with $32.9 million a year earlier as operating costs more than increased to $70.9 million.

The company highlighted Luxe FireSuite and Aikman Club sales of $126.1 million, up 62% from $77.7 million, and a $14 million parking-property sale leaseback generating a $6.6 million development profit. Subsequent to year end, Venu closed an $86.25 million capital raise to support its minimal-debt strategy and national expansion.

Venu Holding Corporation completed a sizable equity offering that raised approximately $80.1 million in net proceeds. The company sold 18,750,000 shares of common stock or pre-funded warrants, each bundled with one warrant to buy an additional share, at a public offering price of $4.00 per unit, generating gross proceeds of $75,000,000.

Each accompanying warrant is exercisable at $5.00 per share for five years. Underwriters fully used their over-allotment option for 2,812,500 extra shares and 2,812,500 additional warrants. The cash will help fund development of The Sunset McKinney and The Sunset Broken Arrow projects, repay a $4.35 million promissory note tied to a Centennial, Colorado property, and support working capital and general corporate purposes.

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.

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.

Venu Holding Corporation appointed Vic Sutter as Chief Operating Officer, effective January 12, 2026, formalizing his leadership over operations across the company’s venues and restaurant concepts. In connection with his new role, he received a stock option to purchase 100,000 shares of common stock under the 2023 Omnibus Incentive Compensation Plan. President William Hodgson, who previously handled COO functions, will now focus on his role as President and overall operational and corporate strategy.

The company also amended its purchase and sale agreement for land in Centennial, Colorado. The amendment allows Venu to extend the December 15, 2025 closing date by up to 45 days in exchange for an extension fee of up to $25,000 per month, and the parties expect closing in January or February 2026, subject to closing conditions. The amendment reduces the purchase price by approximately $390,000, requires Venu to waive inspection rights and buyer contingencies, and makes all earnest money non-refundable.

Venu Holding Corporation expanded its relationship with Aramark Sports and Entertainment Services through an amendment to their existing letter of intent. Aramark will now be the exclusive provider of food, beverage, retail, custodial, grounds, and facility maintenance services at two additional planned amphitheaters in El Paso and the greater Houston area, on the same terms as prior venues and for a 10-year period tied to the opening of the Company’s Broken Arrow or McKinney facilities.

In return, Aramark committed to an additional $10,005,000 equity investment via 667 new shares of Series B 4% Cumulative Convertible Preferred Stock. Venu agreed to issue 333 shares for $4.995 million by January 20, 2026, and 334 shares for $5.010 million on October 15, 2026. To accommodate this, Venu amended the Series B certificate of designation to increase the authorized Series B shares from 675 to 1,342 without changing any rights or preferences.

The additional preferred shares will be sold in a private placement under Section 4(a)(2) of the Securities Act, with Aramark representing it is an accredited investor acquiring the securities for investment. The parties also confirmed that Aramark’s existing registration rights for common stock issued upon dividends or conversion of Series B Preferred Stock extend to these new shares, with Venu’s registration obligations triggered only upon written notice and when such common shares are not eligible for public resale under Rule 144.

Venu Holding Corporation entered a long-term Operator Agreement with Live Nation Worldwide, Inc. for The Sunset McKinney amphitheater in McKinney, Texas. Venu will lease the premises to Live Nation, which will act as tenant and serve as the exclusive booking agent for events, while Venu retains limited rights to schedule certain entertainment and media events.

The Agreement runs for an initial five-year term with four additional five-year extension options and includes detailed revenue sharing, with Venu receiving a percentage of net profits from Live Nation events and per-ticket rent, while Live Nation earns booking commissions and a share of concession sales. Live Nation must use commercially reasonable efforts to meet an annual ticket sales target or pay a shortfall fee, and it receives a right of first offer if Venu decides to sell the premises. Venu keeps all sponsorship and naming rights, subject to Live Nation’s approval, and the contract includes customary conditions precedent, operating standards, and termination and transfer restrictions.

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.

Venu Holding Corporation filed a current report to announce that it has furnished a press release summarizing its third-quarter and nine-month financial and operating results. The company also announced a conference call to discuss these results and made related materials, including any call presentation and a webcast replay, available on its website. The press release is included as Exhibit 99.1 to this report, and the earnings information is being furnished under Item 2.02 rather than filed, which limits how it is incorporated into other securities law filings.

Venu Holding Corporation entered a related‑party sale‑leaseback for the Ford Amphitheater’s primary parking site. A subsidiary sold the ~5.5‑acre parcel to an entity wholly owned by a significant shareholder for $14,000,000, delivered as $7,600,000 in cash plus Company common stock valued at $6,400,000, which Venu plans to retire into treasury. The sale closed on November 5, 2025.

Venu simultaneously leased the property back under a ground lease with initial annual base rent of $1,050,000, payable monthly, with an annual escalator beginning on the first anniversary. The agreement includes a repurchase option allowing Venu’s subsidiary to buy back the property at a fixed price at any time during the three‑year period following closing. Other terms include customary “as is, where is” conditions and standard provisions on costs, tax prorations, casualty, condemnation, defaults, and representations.

Venu Holding Corporation outlined progress on two venue projects. The Company projects its in-development Sunset Amphitheater at Broken Arrow to open in the summer of 2026 and plans to run it as an “open room,” allowing multiple promoters to book events. The Company entered a non-exclusive Multi-Event Incentive Agreement with Live Nation Worldwide, Inc. permitting Live Nation to book concerts, comedy, and other approved entertainment. The agreement includes escalating incentive payments based on tickets sold and a potential bonus if defined revenue targets are met, and does not require a minimum number of events or date reservations.

Separately, for its planned mid-size indoor music venue and restaurant in Centennial, Colorado, the parties extended the property acquisition closing date to December 15, 2025, with related diligence deadlines also extended. Closing remains subject to closing conditions.

Venu Holding Corporation reported results from its 2025 Annual Meeting. Shareholders approved an amendment to the Amended and Restated 2023 Omnibus Incentive Compensation Plan, increasing the common stock reserved for awards from 2,500,000 shares to 7,500,000 shares, effective October 28, 2025. The board had approved the amendment on April 29, 2025.

All seven director nominees were elected. The plan amendment passed with 22,679,369 votes for, 1,786,636 against, and 132,774 abstentions. Shareholders also ratified Grassi & Co., CPAs, P.C. as the independent auditor for the year ending December 31, 2025, with 26,373,774 votes for. A quorum was present, with 26,394,634 votes represented, or 61.12% of 43,186,232 shares entitled to vote.

Venu Holding Corporation reported two updates. First, on October 16, 2025, the Board amended its Insider Trading Policy within the Code of Business Conduct and Ethics. The policy now permits holding Company securities in margin accounts or pledging them as loan collateral with prior approval from the compliance officer or the Board (or a committee). Previously, such pledges and margin holdings were prohibited in all cases.

Second, under Regulation FD, the Company announced services to be offered through its wholly owned subsidiary, Venu 280, LLC (Artist 280), providing access to private air travel for performers at Company venues using an aircraft owned by Artist 280 and operated by an FAA certificated air carrier. The aircraft was acquired in part with a loan from PNC Bank, National Association in September 2025, secured by the aircraft; the Chief Executive Officer delivered a limited guaranty and suretyship in connection with the loan. The Company expects this to reduce third‑party travel costs and notes potential tax benefits that may offset incremental ownership and maintenance costs.

Venu Holding Corporation filed a Form 8-K reporting a material event that includes a services agreement and a company press release. The filing lists a Tixr Services Agreement effective September 3, 2025 between Venu Holding Corporation and Tixr, Inc. It also attaches a company press release dated September 4, 2025. The filing notes that certain portions of an exhibit have been omitted because they are not material and would be competitively harmful if publicly disclosed. The document is signed by J.W. Roth, Chief Executive Officer and Chairman.

Venu Holding Corporation entered into an underwriting agreement for a firm commitment public stock offering and has closed the transaction. The company sold 2,500,000 shares of common stock at $12.00 per share, for gross proceeds of $30,000,000, and granted the underwriters a 45-day option for 375,000 additional shares to cover over-allotments, which was exercised in full. Net proceeds were approximately $32.0 million after underwriting discounts, commissions, and expenses, which the company plans to use to help fund development of the Sunset McKinney and Sunset Broken Arrow projects, as well as for working capital and general corporate purposes.

The agreement includes a 30-day lock-up from August 26, 2025 for officers, directors, and the company, restricting most equity issuances and sales, subject to exceptions. As compensation, the underwriters received a warrant to purchase 143,750 shares of common stock, exercisable from February 22, 2026 until August 26, 2030 at an exercise price of $15.00 per share.

Venu Holding Corporation furnished an update on its recent performance by submitting an 8-K tied to its second quarter 2025 and first half 2025 results. On August 14, 2025, the company issued a press release summarizing these results and announced a conference call to discuss them.

The press release is attached as Exhibit 99.1, and related earnings call materials and a webcast replay have been posted on the company’s website. The information in this 8-K under Item 2.02 is being treated as furnished, not filed, which affects how it is incorporated into other securities law filings.

Venu Holding (NYSE:VENU) filed an 8-K disclosing two material equity actions.

1) Series A 8.0% Cumulative Redeemable Convertible Preferred Stock: the board filed a Certificate of Designation authorizing 5,000,000 shares at a $15 stated value. Shares earn an 8% cash dividend, rank senior to common, are convertible 1-for-1 at any time, and may be company-redeemed after year 5. The Series A will be offered under Regulation A.

2) $15 million debt conversion: on 24 Jun 2025 the holder of three convertible notes (agg. principal $15 m) converted all principal and accrued interest into 1,542,367 common shares at $10.00, fully satisfying the notes.

The preferred creation strengthens funding flexibility but introduces an 8% fixed dividend and future dilution, while the note conversion removes debt and interest at the cost of immediate share dilution.