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 plans a public offering of common stock on the NYSE American to raise funds for its growth pipeline of music venues and restaurants. Net proceeds are earmarked to help develop The Sunset McKinney, The Sunset Broken Arrow, and The Sunset El Paso amphitheaters, complete the Centennial, Colorado music hall and restaurant projects, and provide additional working capital.
The company reports rapid expansion of its asset base and suite-rights programs. For 2025, total revenues are preliminarily estimated at $17.8–$18.7 million, while sales of rights to use firepit suites and Aikman Club memberships are estimated at $125.3–$126.8 million. Total assets as of December 31, 2025 are estimated at $352.8–$355.4 million, up about 98%–100% year over year, with property and equipment estimated at $305.1–$306.7 million. Debt is expected to rise to $58.2–$59.0 million, reflecting construction, aircraft financing, and other development activity.
Venu Holding Corp granted CEO, Chairman and director Jay W. Roth a stock option covering 3,000,000 shares of common stock. The option has an exercise price of $8.40 per share and was reported as an acquisition of derivative securities on January 20, 2026.
The award vests in three tranches of 1,000,000 shares each if Venu’s share price reaches $15.00, $20.00, and $25.00, respectively, within defined timeframes. Each vested tranche is exercisable for five years from vesting, but no tranche can remain outstanding later than ten years from the original grant date. After this grant, Roth holds 3,000,000 stock options directly.
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 Corp director reports stock purchase
A director of Venu Holding Corp (VENU) reported buying common stock in the company. On 12/30/2025, the reporting person acquired 4,361 shares of Venu Holding Corp common stock in an open market purchase coded "P" at a price of $7.80 per share.
After this transaction, the director beneficially owns 29,961 shares of Venu Holding Corp common stock, held directly. The filing is signed by an attorney-in-fact on behalf of the reporting person.
Venu Holding Corp director reports common stock purchases
A reporting person associated with Venu Holding Corp, identified as Matthew R. Craddock through the signature and trust disclosure, reported open-market purchases of the company’s common stock on 12/31/2025. The filing shows two purchases marked as code "P" for purchase: 104 shares at a price of $8.19 per share and 181 shares at $8.12 per share.
After these transactions, the reporting person beneficially owned 75,285 shares of Venu Holding Corp common stock in direct form, which includes 75,000 shares held by the Matthew R. Craddock Irrevocable Trust, where he serves as both beneficiary and trustee. The filing confirms his role as a director of the company and is filed as a Form 4 by a single reporting person.
Venu Holding Corp reported that a company director bought additional common stock in the open market. On 12/26/2025, the reporting person made three separate purchases of 200 shares each, at prices of $8.18, $8.15, and $8.13 per share. After these transactions, the director beneficially owns 25,600 shares of Venu Holding Corp common stock, held directly.
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 has filed a shelf registration statement on Form S-3 that allows it to offer and sell, from time to time, up to an aggregate of $1,000,000,000 of securities. The shelf covers common stock, preferred stock, senior and subordinated debt securities, warrants, rights, and units, which may be issued separately or in combination.
The company plans to use net proceeds for general corporate purposes, including working capital, capital expenditures, real estate purchases, development of amphitheaters and music venues, acquisitions, and repayment of indebtedness. Specific terms and pricing for each issuance will be detailed in future prospectus supplements.
Venu is an entertainment and hospitality holding company that designs, develops, owns, and operates upscale music venues, outdoor amphitheaters, and full-service restaurants and bars. As of December 1, 2025, it had 42,847,542 shares of common stock and 304,990 shares of Class B non-voting common stock outstanding, and its common stock trades on NYSE American under the symbol “VENU,” which closed at $10.12 on November 28, 2025.