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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): October 16, 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 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.
On October 16, 2025, the Board of Directors of Venu Holding Corporation (the “Company”) adopted an amendment to the Company’s Insider Trading Policy (the “Policy”), which is incorporated into the Company’s Code of Business Conduct and Ethics (the “Code”). The amendment pertains to the provision of the Policy related to margin accounts and stock pledges. As amended, the Policy now provides that persons subject to the Policy may not hold Company securities in a margin account or pledge Company securities as collateral for a loan, except in the case of having received the prior approval of the person serving as the compliance officer of the Policy (or the Board of Directors of a committee thereof), whereas the Policy previously prohibited stock pledges and holding Company securities in a margin account in all cases. As amended, the Policy permits the chief compliance officer to, from time to time, permit stock pledges or margin transactions in limited circumstances and after due consideration and a review of the facts and circumstances, including a determination that any proposed stock pledge or transaction at issue does not present the opportunity for insider trading (or allegations of insider trading (or impermissible tipping)) that the Policy is intended to prevent.
Item 7.01 Regulation FD Disclosure.
On October 17, 2025, the Company issued a press release announcing certain services that it intends to make available through its wholly owned subsidiary, Venu 280, LLC, doing business as Artist 280 (“Artist 280”). The press release is furnished as Exhibit 99.1 hereto. Using an aircraft owned by Artist 280 and operated by an FAA certificated air carrier, the Company will be able to provide access to private air travel to artists that perform at Company venues without having to rely on third-party air-travel services. The aircraft was acquired by Artist 280, in part, with proceeds of a loan extended to Artist 280 in September 2025 by PNC Bank, National Association. Obligations under that loan are secured by the aircraft under an Aircraft Security Agreement. In addition, the Company’s Chief Executive Officer delivered a limited guaranty and suretyship agreement in connection with that loan.
Being able to provide access to private travel services to artists that perform at Company venues directly through Artist 280, as opposed to through outside parties, is expected to allow the Company to save on third-party costs and expenses historically incurred by the Company when artists require private travel arrangements to perform at venues or events as part of their performance contracts. In addition, the incremental ownership and maintenance costs of the aircraft are expected to be offset, in part, by certain tax benefits now afforded to owners of private aircraft.
The information contained in Exhibit 99.1 to this Current Report on Form 8-K is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Further, such information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified as being incorporated therein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release dated October 17, 2025 | |
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: October 17, 2025 | By: | /s/ J.W. Roth |
| J.W. Roth | ||
| Chief Executive Officer and Chairman | ||
Exhibit 99.1
VENU Launches Its “Artist 280” Travel Services
“Artist 280” To Provide First-Class Travel Services To The Music Industry’s Biggest Stars
Initial Launch to Cover Venues in the Colorado, Oklahoma and Texas Markets
Colorado Springs, CO – October 17, 2025- (BUSINESS WIRE)- Venu Holding Corporation (“VENU” or the “Company”) (NYSE American: VENU), the disruptive live entertainment and hospitality company, announced today that it has launched its “Artist 280” travel services. Through its relationship with an FAA- certified air charter operator, VENU is now able to provide access to first-class private air and travel services to some of the music industry’s leading stars and bands performing at some of the Company’s iconic venues, such as the Pollstar-nominated Ford Amphitheater in Colorado Springs, the Sunset Amphitheater in Tulsa and VENU’s initial Texas collection of amphitheaters, in McKinney (Dallas) and El Paso.
The estimated number of annual shows from these initial four amphitheaters will exceed 200 per year when all are fully operational in 2027. Artists will be provided access to private air and other travel services by Artist 280. In doing so, Artist 280 expects to be able to allocate certain service costs it incurs to provide these services under agreements with its operating partners and performance contracts. In addition, it is expected that the costs VENU will incur to provide air and travel services through Artist 280 will be offset in part by the decreased travel-related expenses the Company has historically incurred, or paid to third-party private charter service providers under standard “travel riders” embedded in many performance contracts. Flight operations offered by Artist 280 will be conducted by an FAA-certified air carrier utilizing an aircraft owned by Artist 280.
“We’re bringing more of the biggest names in music to our stages than ever before. We are always seeking strategies that provide performers with first-class amenities in a cost-effective manner, replacing costly third-party travel providers. With more than 200 annual shows expected in our initial four Sunset Amphitheaters in 2027, we believe that bringing in-house the capability to provide expected amenities required by many leading music acts, will result in significant cost efficiencies for VENU, which in turn we expect to benefit our bottom line. Equally as important, our artists love knowing we can provide them premium service when performing at our venues” said J.W. Roth Founder, Chairman and CEO of VENU.
About Venu Holding Corporation
Venu Holding Corporation (“VENU”) (NYSE American: VENU), is a premier owner, developer, and operator of luxury, experience-driven entertainment destinations. Founded by Colorado Springs entrepreneur J.W. Roth, VENU has a portfolio of premium brands that includes Ford Amphitheater, Sunset Amphitheaters, Phil Long Music Hall, The Hall at Bourbon Brothers, Bourbon Brothers Smokehouse and Tavern, Aikman Owners Clubs, and Roth’s Sea & Steak. With venues operating and in development across Colorado, Georgia, Oklahoma, and Texas and a nationwide expansion underway, VENU is setting a new standard for live entertainment.
VENU has been recognized nationally by The Wall Street Journal, The New York Times, Billboard, VenuesNow, and Variety for its innovative and disruptive approach to live entertainment. Through strategic partnerships with industry leaders such as AEG Presents, NFL Hall of Famer and Founder of EIGHT Elite Light Beer, Troy Aikman, Aramark Sports + Entertainment, and Tixr, VENU continues to shape the future of the entertainment landscape. For more information, visit VENU’s website, Instagram, LinkedIn, or X.
Forward Looking Statements
Certain statements in this press release constitute “forward-looking statements” within the meaning of the federal securities laws. Words such as “may,” “might,” “will,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,” “plan,” “intend” or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. While Venu believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward-looking statements are based upon current estimates and assumptions and are subject to various risks and uncertainties, including without limitation those set forth in the company’s filings with the SEC, not limited to Risk Factors relating to its business contained therein. Thus, actual results could be materially different. Venu expressly disclaims any obligation to update or alter statements whether because of new information, future events or otherwise, except as required by law.
Contacts
VENU Media and Investor Relations
Chloe Hoeft, choeft@venu.live