Venu Holding Corp (VENU) is calling a virtual annual shareholder meeting on September 23, 2026 to vote on director elections and several capital-structure items. Shareholders of record on July 27, 2026, when 58,869,339 common shares were outstanding, are entitled to one vote per share.
Key business items include: electing seven directors; approving, under NYSE American Section 713, the potential issuance of 20% or more of the July 31, 2026 outstanding shares tied to a July 2026 debt financing with YA II PN, Ltd.; increasing the share reserve under the 2023 Omnibus Incentive Compensation Plan from 7,500,000 to 10,000,000 shares; and ratifying Grassi & Co., CPAs, P.C. as auditor for 2026.
The July 2026 financing comprises $25,000,000 of Senior Secured Convertible Debentures (fixed conversion price $7.50 per share, with default-driven variable pricing down to a $0.448 floor) and Warrants for 1,200,000 shares at exercise prices of $5.00 and $6.25. NYSE rules cap issuance at 11,767,980 shares (19.99% of shares outstanding on the issuance date) unless shareholders approve a higher amount, which the Board recommends.
Venu Holding Corp (VENU) entered into a Binding Term Sheet to acquire a 50% membership interest in Hipgnosis Artist Holdings LLC (HAH) and a 50% equity and governance interest in Welcome to the Machine LLC (WTTM), advancing its music content and talent management strategy. On August 17, 2026, Venu paid $3,250,000 in cash for the HAH units and gained 50% rights and benefits in both Target Entities, subject to potential forfeiture mechanics. The Parties must finalize definitive agreements within 90 days of August 16, 2026 or unwind the transaction, including return of the cash and equity interests.
To retain its full 50% interests after any qualifying “Funding” of at least $200,000,000, Venu may need to contribute up to an additional $51,750,000 to HAH by the Outside Contribution Date, with $1,750,000 potentially callable earlier. If Venu does not fully fund, its ownership in both HAH and WTTM is reduced via a formula-based Forfeiture. The Owner is required to contribute an additional $10,000,000 to HAH on a non‑dilutive basis, and each Target Entity will be governed by a two‑member board including Venu’s CEO, J.W. Roth.
Venu Holding Corp (VENU) director, CEO and Chairman Jay W. Roth reported an open-market purchase of 1,000 shares of common stock on 2026-08-17 at $1.8399 per share. Following this transaction, he holds 9,268,864 shares directly, plus indirect beneficial ownership of 62,500 shares through the JWR Living Trust and 999,720 shares through the KMR Living Trust.
Venu Holding Corp (VENU) reported an insider share purchase by its CEO & Chairman, Jay W. Roth. On 2026-08-14, Roth purchased 4,750 shares of common stock in an open market or private transaction at $1.9715 per share, bringing his directly held stake to 9,267,864 shares. He is also deemed to have indirect beneficial ownership of additional shares held in two living trusts: 62,500 shares in the JWR Living Trust and 999,720 shares in the KMR Living Trust, where he serves as trustee.
Venu Holding Corporation received an amended Schedule 13G indicating that a group of Citadel entities and Kenneth Griffin collectively may be deemed to beneficially own 2,365,505 Shares of common stock, or 3.8% of the class. Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC each may be deemed to beneficially own 2,113,621 Shares (3.4%), while Citadel Securities LLC may be deemed to beneficially own 233,600 Shares (0.4%). Citadel Securities Group LP and Citadel Securities GP LLC may each be deemed to beneficially own 251,884 Shares (0.4%). All reporting persons disclose no sole voting or dispositive power and only shared voting and dispositive power over their positions. The ownership percentages are based on 61,543,877 Shares outstanding, including 2,100,000 Shares issuable upon conversion of certain warrants held by affiliates, and the group reports ownership of 5 percent or less of the class.
Venu Holding Corporation has a significant shareholder group led by Anson Funds Management LP and related entities that collectively report beneficial ownership of 4,996,578 shares of common stock. This represents 8.4% of the outstanding common stock, based on 59,443,877 shares issued and outstanding as referenced from a recent quarterly report.
The shares are held by one or more private funds advised by Anson Funds Management LP and Anson Advisors Inc., with Anson Management GP LLC, Tony Moore, Amin Nathoo and Moez Kassam each reporting the ability to share voting and dispositive power over these shares. All reporting persons indicate shared voting and dispositive power over 4,996,578 shares and no sole power.
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 reported continued early-stage growth and heavy investment for the three and six months ended June 30, 2026. Net revenues for the first half of 2026 were $8.55 million, up from $7.99 million a year earlier, driven by restaurant, event ticket and rental/sponsorship activity in Colorado Springs and Gainesville.
The company remains significantly loss-making as it builds out its amphitheater and hospitality platform. For the first half of 2026, Venu recorded a net loss of $34.18 million, including $26.82 million in operating losses and $7.35 million of net other expense, primarily interest. Cash used in operations totaled $9.40 million, while capital expenditures reached $132.88 million, mainly for amphitheater and related real estate projects. These outflows were funded by $117.25 million of financing inflows, including common equity, preferred stock, NNN FireSuite financing and related-party lease financing.
At June 30, 2026, Venu held $16.28 million in cash and cash equivalents, $511.78 million in total assets and $262.50 million in total liabilities, including long-term debt, NNN FireSuite liabilities and lease obligations. Accumulated deficit increased to $123.10 million. Management acknowledges past substantial doubt about going concern but states this has been alleviated based on existing cash, recent financings, expected venue openings and additional capital plans.
Venu Holding Corporation is calling a virtual annual shareholder meeting on September 23, 2026, to vote on director elections, a significant financing-related share issuance, an equity plan increase, and auditor ratification. Shareholders of record on July 27, 2026, when 58,869,339 common shares were outstanding, may vote one share per share held.
The company seeks approval, under NYSE American rules, for the potential issuance of 20% or more of outstanding stock tied to a $25,000,000 Senior Secured Convertible Debenture financing and associated warrants. Depending on conversion prices, up to 57,003,572 shares could be issued upon full conversion and exercise, which the board notes could be materially dilutive.
Venu also proposes raising the share reserve under its Amended and Restated 2023 Omnibus Incentive Compensation Plan from 7,500,000 to 10,000,000 shares; as of the record date, 7,249,250 shares were tied to outstanding options. The board recommends voting FOR all seven director nominees, FOR the financing-related share issuance, FOR the plan increase, and FOR ratifying Grassi & Co., CPAs, P.C. as auditor for 2026.
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.