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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): May 15, 2026

 

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 2.02 Results of Operations and Financial Condition.

 

On May 15, 2026, Venu Holding Corporation issued a press release summarizing its first-quarter 2026 financial and operating results and announcing a conference call to discuss those results. A copy of that press release is furnished with this report as Exhibit 99.1. The information furnished under this Item 2.02, including the referenced exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by reference to such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
     
99.1   Press Release dated May 15, 2026
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: May 15, 2026 By: /s/ J.W. Roth
    J.W. Roth
    Chief Executive Officer and Chairman

 

 

 

EX-99.1 2 ex99-1.htm EX-99.1

 

Exhibit 99.1

 

Venu Holding Corporation Reports First Quarter

 

Fiscal 2026 Financial Results

 

Total Assets Increased to $461.3 Million, Up 25% from Year-End 2025

 

COLORADO SPRINGS, CO – May 15, 2026 - (BUSINESS WIRE) – Venu Holding Corporation (“VENU” or the “Company”) (NYSE American: VENU), owner, operator, and developer of premium live entertainment destinations, today announced results for its fiscal first quarter ended March 31, 2026

 

“We had a busy start to fiscal 2026, with significant progress executing on our strategy to bring a new asset class to live entertainment,” said J.W. Roth, Founder, Chairman, and Chief Executive Officer of VENU. “Conversations with municipalities continue to gain momentum, with more than 45 municipalities currently in active discussion about bringing a VENU concept into their city limits. And subsequent to quarter end we announced a new planned development at the Bend in Chattanooga, Tennessee, which we believe represents a tremendous opportunity for the VENU brand.

 

As we look back on the fiscal first quarter, we are proud of the progress we have made. Our total assets increased to $461.3 million, up 25% from year-end, as we continue to get closer to completing our new state-of-the-art immersive venues. On the sponsorship front, we announced a new multi-year partnership with PepsiCo as our official beverage partner across our portfolio of Sunset Amphitheater venues, as well as an expanded partnership with Aramark Sports and Entertainment.

 

On the capital front we closed an $86.25 million equity capital raise in one of the most volatile market stretches in recent history. We also launched several new product offerings for our Luxe FireSuites, to meet demand at all levels and support continued development of our venues.

 

Looking ahead, our model is working. The conviction has never been stronger. And the plan is being executed at every level. We are excited for what is next.”

 

Financial Highlights for the First Quarter Fiscal 2026 Ended March 31, 2026

 

Total assets increased to $461.3 million as of March 31, 2026, up $90.8 million or 25% from $370.5 million at December 31, 2025.

 

  It is worth noting that our municipality contributed real estate sit at zero cost basis on our balance sheet rather than mark to market value as they are contributed assets. An as-completed basis appraisal of $1.24 billion reflects a more complete picture of what this portfolio will be worth once completed(1).

 

Property and equipment increased to $381.6 million as of March 31, 2026, up $75.7 million or 25% from $305.9 million at December 31, 2025.

 

 

 

The Company completed a capital raise of its common stock together with warrants during the three months ended March 31, 2026, which resulted in gross proceeds of $86.25 million, which generated net proceeds to the Company of $80.1 million.
   
Luxe FireSuite and Aikman Club sales reached more than $260 million in sales since launching the program. Demand for the product, and for our newly launched NNN model prompted the recent launch of a $300+ million NNN portfolio available to both venue patrons and real estate investors across the nation, with Troy Aikman as the Company’s spokesperson. Luxe FireSuite sales through the Company’s NNN model accounted for approximately 47% of total Luxe FireSuite sales for the quarter ended March 31, 2026.
   
Total revenue was $3.9 million for the three months ended March 31, 2026, compared to $3.5 million for the three months ended March 31, 2025, an increase of 11%.

 

Operational and Strategic Highlights for the First Quarter Fiscal 2026:

 

Venue Development

 

The 134,000 square foot canopy roof at Sunset Amphitheater Broken Arrow, OK reached full installation in February 2026, a significant construction milestone for the 12,500-capacity venue as it advances toward its targeted fall 2026 opening.
   
Construction continues as planned at Sunset Amphitheater McKinney, TX, where the team recently broke ground on the canopy roof structure of the 20,000-seat venue, which remains on track to open in Q1 2027.
   
Took ownership of a property in Centennial, Colorado in February 2026, where VENU plans to develop a premium indoor concert hall and restaurant. The project will introduce VENU’s first ever indoor Luxe FireSuite model to the portfolio.

 

Team & Leadership

 

Strengthened the executive team with the addition of Sarah Rothschild, as Senior Vice President of Strategic Finance and Investor Relations, bringing experience from two of the most iconic names in premium live entertainment, MSG Entertainment and Sphere.

 

Market Recognition & Brand

 

Presented the Billboard Disruptor Award at Billboard’s Power 100 to PlaqueBoy Max, one of the most influential creator voices in music today, continuing VENU’s role at the center of the live entertainment conversation.
   
Aramark Sports + Entertainment deepened its commitment to VENU in early 2026, expanding its partnership to cover five premium venues and making an additional equity investment, reinforcing its long-term alignment with the Company’s growth trajectory.
   
J.W. Roth represented VENU on NYSE TV and Schwab Network, sharing the Company’s $6 billion growth vision and the investor’s conviction driving its $86.25 million capital raise.

 

 

 

Subsequent Events: April 1, 2026, through May 15, 2026

 

Launched a landmark nationwide Luxe FireSuite campaign across several national broadcast networks, and major digital and social platforms, opening $300+ million in triple net real estate inventory to investors across the country, with longtime VENU shareholder, FireSuite owner, and partner Troy Aikman serving as national spokesperson.
   
Announced active discussions with several Northern Colorado municipalities for a potential $350 million multi-seasonal, omni-content entertainment destination with a capacity of 12,500, designed to set a new standard for live entertainment in the American West.
   
Launched the FireSuite Income Offering, a fractional ownership offering delivering an 11% preferred annual return backed by real estate assets, with a minimum investment of $20,000, bringing Luxe FireSuite ownership to a broader range of accredited investors nationwide.
   
Announced planned expansion into Tennessee with a projected $300 million landmark amphitheater at the Bend in Chattanooga, developed in partnership with Urban Story Ventures, featuring approximately 12,500 seats and a canopied multi seasonal design that will make it one of the largest live entertainment venues in the state.

 

Conference Call Details

 

Friday, May 15, 2026, at 11:00 a.m. Eastern Time
North America Toll Free Dial-In Number   +1 833-461-5787
International Toll Dial-In Number   +1 585-542-9983
Conference ID   966483815
Webcast Link   https://events.q4inc.com/attendee/966483815
Conference Call Replay   https://investors.venu.live

 

Source: Venu Holding Corporation

 

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, Tennessee, 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, Tixr, Niall Horan, and Dierks Bentley, 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.

 

(1) Appraisal Disclosures

 

These appraisals used the cost basis, income, and comparable sales approaches to valuation and, after reconciliation, came to the appraised values of the properties. These approaches to valuation are commonly used approaches to value for appraisal of commercial properties, as opposed to assigning a valuation on the properties based solely on the cost basis of the properties. The total appraisal for the Colorado Springs campus includes a 5.5-acre parking lot that was later sold through a sale-leaseback transaction in November 2025 for $14 million. At the time of the original appraisal, that parcel was valued at $9.2 million. It is important to understand that the appraisal of VENU’s properties takes into account, among other factors, the valuation of the Company’s real estate and developments at a specific point in time, and the appraised value is subject to (and likely to) change at any time, whether it increases or decreases, and such changes could be caused by macro and micro factors over which we have no control. The appraisal of the property portfolio is only an estimate of its value as to the date of the appraisal and based only on the specific appraisal methodologies and should not be relied upon as a measure of its realized value or the value at which any property could be sold to a third party. Other appraisal methodologies may yield materially different appraised value. Furthermore, the appraised value of the properties differs from the values assigned to it under generally accepted accounting principles in the United Stated (“GAAP”), which require the values of the properties to be valued at their cost basis for financial presentation purposes, and therefore the appraised values represent an unaudited measure that may not represent fair value, as defined under GAAP, and such values and appraisals are not, and will not be, subject to audit or other review procedures by our outside independent accountants.

 

The opinions expressed in the appraisal are based on estimates and forecasts that are prospective in nature and subject to certain risks and uncertainties. Events may occur that could cause the performance of the properties to materially differ from the estimates utilized by the appraiser, such as changes in the economy, interest rates, capitalization rates, the financial strength of the live-music and entertainment industries, and the behavior of event attendees, investors, lenders, and municipalities. The Company reviews each appraisal of its properties to confirm that the information provided to the appraiser is accurately reflected in the appraisal, but it does not validate the methodologies, inputs, and professional judgment utilized by the certified appraiser.

 

Contacts

 

Investor Relations
Sarah Rothschild, srothschild@venu.live

 

Media Relations
Chloe Polhamus, cpolhamus@venu.live

 

 

 

VENU HOLDING CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in US Dollars)

 

    As of  
    March 31,     December 31,  
    2026     2025  
    Unaudited     Audited  
ASSETS                
Current assets                
Cash and cash equivalents   $ 56,601,278     $ 41,306,358  
Inventories     512,228       474,467  
Prepaid expenses and other current assets     2,624,672       2,546,523  
Total current assets     59,738,178       44,327,348  
Other assets                
Property and equipment, net     381,609,228       305,947,277  
Intangible assets, net     127,878       144,558  
Operating lease right-of-use assets, net     17,164,052       17,397,009  
Investment in EIGHT Brewing     1,999,999       1,999,999  
Investment in related parties     555,262       555,262  
Security and other deposits     153,358       183,582  
Total other assets     401,609,777       326,227,687  
Total assets   $ 461,347,955     $ 370,555,035  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY                
Accounts payable   $ 43,415,266     $ 25,129,485  
Accrued expenses     10,141,490       27,847,751  
Accrued payroll and payroll taxes     475,467       577,360  
Deferred revenue     1,906,770       1,542,564  
Current portion of operating lease liabilities     591,976       605,261  
Current portion licensing liability     223,333       223,333  
Current portion NNN firesuite liability     1,198,400       1,026,300  
Current portion of long-term debt     8,168,147       400,108  
Total current liabilities     66,120,849       57,352,162  
                 
Long-term portion of operating lease liabilities     16,737,525       16,886,027  
Long-term licensing liability and other liabilities     9,493,702       8,951,600  
Long-term convertible debt     1,917,629       1,907,530  
Long-term NNN firesuite liability     35,607,861       30,038,214  
Long-term debt, net of current portion     56,450,476       56,568,151  
Total liabilities   $ 186,328,042     $ 171,703,684  
Commitments and contingencies - See Note 16                
Mezzanine Equity                
Contingently Redeemable Convertible Cumulative Series B Preferred Stock, $0.001 par - 1,342 authorized, 1,008 issued and outstanding at March 31, 2026 and 675 issued and outstanding at December 31, 2025   $ 15,120,000     $ 10,125,000  
Stockholders’ Equity                
Common stock, $0.001 par - 144,000,000 authorized, 57,937,346 issued and 57,261,156 outstanding at March 31, 2026 and 43,536,954 issued and 42,860,764 outstanding at December 31, 2025     58,037       42,961  
Class B common stock, $0.001 par - 1,000,000 authorized, 381,235 issued and 304,990 outstanding at March 31, 2026 and December 31, 2025     380       304  
Additional paid-in capital     273,159,150       201,188,680  
Accumulated deficit     (105,211,275 )     (91,454,930 )
    $ 168,006,292     $ 109,777,015  
Treasury Stock, at cost - 752,435 shares at March 31, 2026 and December 31, 2025     (7,900,352 )     (7,899,600 )
Total Venu Holding Corporation and subsidiaries equity   $ 160,105,940     $ 101,877,415  
Non-controlling interest     99,793,973       86,848,936  
Total stockholders’ equity   $ 259,899,913     $ 188,726,351  
Total liabilities and stockholders’ equity   $ 461,347,955     $ 370,555,035  

 

 

 

VENU HOLDING CORPORATION AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in US Dollars)

 

    For the three months ended  
    March 31,  
    2026     2025  
Revenues                
Restaurant including food and beverage revenue, net   $ 2,424,386     $ 2,044,916  
Event center ticket and fees revenue, net     854,811       980,439  
Rental and sponsorship revenue, net     621,406       473,804  
Total revenues, net   $ 3,900,603     $ 3,499,159  
Operating costs                
Food and beverage     643,691       497,840  
Event center     717,715       724,064  
Labor     1,518,745       998,947  
Rent     481,712       364,377  
General and administrative     7,693,271       6,740,311  
Equity compensation     1,955,932       11,340,620  
Depreciation and amortization     2,375,792       1,375,364  
Total operating costs   $ 15,386,858     $ 22,041,523  
                 
Loss from operations   $ (11,486,255 )   $ (18,542,364 )
                 
Other income (expense), net                
Interest expense, net     (2,978,733 )     (922,886 )
Other income     20,795       32,500  
Total other expense, net     (2,957,938 )     (890,386 )
                 
Net loss   $ (14,444,193 )   $ (19,432,750 )
                 
Net loss attributable to non-controlling interests     (687,848 )     (1,369,020 )
Net loss attributable to Venu     (13,756,345 )     (18,063,730 )
Preferred stock dividend     (147,870 )     -  
Net loss attributable to common stockholders   $ (13,904,215 )   $ (18,063,730 )
                 
Weighted average number of shares of Class B common stock, outstanding, basic and diluted     304,990       379,990  
Basic and diluted net loss per share of Class B common stock   $ (0.29 )   $ (0.48 )
                 
Weighted average number of shares of Common stock, outstanding, basic and diluted     47,074,491       37,488,778  
Basic and diluted net loss per share of Common stock   $ (0.29 )   $ (0.48 )

 

 

 

VENU HOLDING CORPORATION AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in US Dollars)

 

    For the three months ended March 31,  
    2026     2025  
Net loss   $ (14,444,193 )   $ (19,432,750 )
Adjustments to reconcile net loss to net cash used in operating activities:                
Loss on sale of property and equipment     55,957       -  
Equity issued for interest on debt     -       218,760  
Equity compensation     1,560,099       11,240,620  
Equity issued for services     312,500       100,000  
Noncash interest and debt discount     400,314       641,609  
Noncash lease expense     428,271       92,107  
Depreciation and amortization     2,375,792       1,375,364  
Changes in operating assets and liabilities:                
Inventories     (37,761 )     24,256  
Prepaid expenses and other current assets     (78,149 )     (66,616 )
Security and other deposits     30,224       (141,756 )
Accounts payable     18,285,781       (1,491,784 )
Accrued expenses     (17,854,131 )     (2,855,792 )
Accrued payroll and payroll taxes     (101,893 )     24,900  
Deferred revenue     364,206       476,447  
Operating lease liabilities     (357,101 )     (92,350 )
Licensing liability     542,102       850,000  
Net cash used in operating activities     (8,517,982 )     (9,036,985 )
Cash flows from investing activities                
Purchase of property and equipment     (65,861,545 )     (22,048,943 )
Investment in EIGHT Brewing     -       (1,999,999 )
Net cash used in investing activities     (65,861,545 )     (24,048,942 )
Cash flows from financing activities                
Receipt of convertible promissory note     -       6,000,000  
Proceeds from NNN firesuite liability     5,453,000       -  
Proceeds from issuance of Contingently Redeemable Convertible Cumulative Series B Preferred Stock     4,995,000       -  
Proceeds from issuance of common warrants and pre-funded warrants     21,796,023       -  
Proceeds from issuance of common shares, net of $7,093,977 issuance costs     57,360,000       -  
Proceeds from Subsidiary issuance of shares, net of Venu purchase of Subsidiary shares     5,315,902       15,967,250  
Principal payments on long-term debt     (166,579 )     (82,245 )
Payment of promissory note     (4,500,000 )     (2,000,000 )
Distributions to non-controlling shareholders     (578,899 )     (105,426 )
Net cash provided by financing activities     89,674,447       19,779,579  
Net increase (decrease) in cash and cash equivalents     15,294,920       (13,306,348 )
Cash and cash equivalents, beginning     41,306,358       37,969,454  
Cash and cash equivalents, ending   $ 56,601,278     $ 24,663,106  
Supplemental disclosure of non-cash operating, investing and financing activities:                
Cash paid for interest   $ 241,111     $ 139,119  
Cash paid for income taxes   $ -     $ -  
Property acquired via promissory note   $ 12,215,475     $ 25,000,000  
Accrued preferred stock dividends   $ 147,870     $ -  
Debt discounts - warrants   $ -     $ 526,329