Venu Holding Corporation SEC 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 Corp (VENU) disclosed an insider transaction by director Kevin W. O’Neil. On November 5, 2025, he disposed of 476,190 shares of common stock in a privately negotiated, non‑open‑market transaction as partial consideration for the acquisition of real estate, valued at $13.44 per share.

Following the transaction, O’Neil beneficially owns 2,076,505 shares directly and 1,563,962 shares indirectly through KWO LLC.

Venu Holding Corp (VENU) director Kevin W. O’Neil filed an amended Form 3 to correct his beneficial ownership as of 05/31/2025. He reports 2,503,505 shares of common stock held directly and 1,613,152 shares held indirectly through KWO LLC, which he wholly owns and controls.

He also lists derivative securities: warrants to purchase 1,145,000 shares at $10 expiring 01/14/2028, and warrants to purchase 300,000, 200,000, and 250,000 shares each at $12.5 expiring 02/08/2028, 04/04/2028, and 05/05/2028, respectively. The filing states it amends the previously filed ownership totals.

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 Corp (VENU) reported a director stock option grant on a Form 4. The filing shows a Stock Option (Right to Buy) for 250,000 shares at an exercise price of $10, with a transaction date of 10/28/2025 and an expiration date of 05/05/2033.

The grant became effective on 10/28/2025 after shareholders approved an amendment to the 2023 Omnibus Incentive Compensation Plan. 50,000 underlying shares vested immediately on the grant effective date. Thereafter, 50,000 shares vest on each annual anniversary of the director’s Board appointment effective 05/05/2025. The award was approved by the Board and noted as exempt under Rule 16b‑3(d)(1). Ownership is listed as direct with 250,000 derivative securities beneficially owned following the transaction.

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.

Thomas M. Finke, a director of Venu Holding Corp (VENU), reported acquiring 25,000 shares of the issuer's common stock on 08/28/2025 at a price of $12.00 per share. The filing states these shares were purchased in the companys public offering conducted under a Form S-1 registration statement (File No. 333-289800) that closed on that date. Following the transaction, Mr. Finke beneficially owns 25,000 shares, held directly. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Finke on 09/02/2025.