8-K
Venu Holding Corp (VENU)
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): January 27, 2026
VENU
HOLDING CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| Colorado | 001-42422 | 82-0890721 |
|---|---|---|
| (State<br> or Other Jurisdiction<br><br> <br>of<br> Incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
| 1755 Telstar Drive, Suite 501 | ||
| --- | --- | |
| Colorado Springs, Colorado | 80920 | |
| (Address of Principal Executive<br> 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<br> Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the<br> Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b)<br> under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c)<br> under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title<br> of Each Class | Trading<br> Symbol | Name<br> of Each Exchange on Which Registered |
|---|---|---|
| Common<br> Stock, par value $.001 per share | VENU | NYSE<br> 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. ☐
Item2.02 Results of Operations and Financial Condition.
On January 27, 2026, Venu Holding Corporation (the “Company”) issued a press release announcing certain preliminary estimates of unaudited selected financial data for the three months and year ended December 31, 2025. The preliminary financial estimated results are based on currently available information and do not present all information necessary for an understanding of the Company’s financial condition as of, and its results and operations for, the fiscal quarter and year ended December 31, 2025. A copy of the press release is furnished with this Current Report on Form 8-K (this “Current Report”) as Exhibit 99.1.
Item7.01 Regulation FD Disclosure.
On January 27, 2026, the Company issued a press release announcing the commencement of a registered underwritten public offering of its common stock. A copy of the press release is furnished with this Current Report as Exhibit 99.2.
The information contained in Items 2.02 and 7.01 of this Current Report (including Exhibits 99.1 and 99.2) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit<br> No. | Description |
|---|---|
| 99.1 | Press Release issued by Venu Holding Corporation on January 27, 2026 |
| 99.2 | Press Release issued by Venu Holding Corporation on January 27, 2026 |
| 104 | Cover page Interactive<br> 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<br> CORPORATION | ||
|---|---|---|
| (Registrant) | ||
| Dated: January 27, 2026 | By: | /s/ J.W. Roth |
| J.W. Roth | ||
| Chief Executive Officer<br> and Chairman |
Exhibit99.1
VenuHolding Corporation Reports Preliminary Fourth Quarter 2025 and Year to Date 2025 Financial Results
COLORADOSPRINGS, CO – January 27, 2026 - (BUSINESS WIRE)– Venu Holding Corporation (“VENU” or the “Company”) (NYSE AMERICAN: VENU), owner and developer of premium live entertainment destinations, announced today preliminary results for its fourth quarter and year ended December 31, 2025.
“There are several main takeaways from our preliminary results. First, as expected, we are now seeing the shift to ticketing revenue becoming a larger percentage of our overall revenue. Second, our restaurant revenue increased 8.6% in the fourth quarter of 2025 with the successful grand opening in mid-November of Roth’s Sea & Steak, which completed our Colorado Springs entertainment complex. These results prove the strength of our business model as VENU’s upcoming entertainment complexes in Broken Arrow, McKinney, El Paso, and Houston near completion and prepare to open. Third, we continue to grow our balance sheet with total assets now over the $354 million range, a 100% annual growth rate. Our balance sheet was buttressed by our 62% increase in Luxe FireSuite and Aikman Club sales which surpassed $126 million for the year. Finally, we recognized our first development profit in the amount of $6.2 million in the fourth quarter. I believe the Company will become operationally profitable by the end of 2026,” said JW Roth, Chairman & CEO of VENU.
Presentationof Preliminary Fourth Quarter 2025 Financial Results
| ● | Total<br> revenues are estimated to be in the range of $4.4 million to $4.8 million for the three months<br> ended December 31, 2025, compared to $4.3 million for the same period in 2024. |
|---|---|
| ● | Total<br> assets are estimated to be in the range of $352.8 million to $355.4 million as of December<br> 31, 2025, compared to $178.4 million as of December 31, 2024, an increase of $174.4 to $176.4<br> million or 98%-100% increase year over year. |
| --- | --- |
| ● | Total<br> cash and cash equivalents are estimated to be in the range of $41.1 million to $42.3 million<br> as of December 31, 2025, compared to $38.0 million as of December 31, 2024, an increase of<br> $3.1 million to $4.3 million or 8%-11% increase year over year. |
| --- | --- |
| ● | The<br> Company’s debt is estimated to be in the range of $58.2 million to $59.0 million as<br> of December 31, 2025, compared to $25.6 million as of December 31, 2024, an increase of $32.6<br> million to $33.4 million or 127%-130%. |
| --- | --- |
| ● | Property<br> and equipment are estimated to be in the range of $305.1 million to $306.7 million as of<br> December 31, 2025, compared to $137.2 million as of December 31, 2024, an increase of $167.9<br> million to $169.5 or 122%-123%. |
| --- | --- |
| ● | Luxe<br> FireSuite and Aikman Club sales are estimated to be in the range of $34.2 million to $35.9<br> million for the three months ended December 31, 2025, compared to $20.7 million for the same<br> period in 2024. This includes sales of Luxe FireSuites through traditional cash sales, fractional<br> financing, and triple-net lease interests in FireSuites. |
| --- | --- |
| ● | The<br> Company generated net revenue (defined as profit after Venu’s split with AEG Presents<br> Rocky Mountains (“AEG”), the operator of the Ford Amphitheater), with receipts<br> from the Company’s naming rights agreements (which are outside of VENU’s AEG<br> partnership agreement), estimated to be in the range of $441.7 thousand to $443.1 thousand<br> for the three months ended December 31, 2025, compared to $203.3 thousand for the same period<br> in 2024. |
| --- | --- |
| ● | The<br> Company’s other income included a development profit of $6.2 million from the sale-leaseback<br> of the parking property from its Colorado Springs’ campus completed in early November<br> 2025. |
| --- | --- |
Presentationof Preliminary YTD 2025 Financial Results
| ● | Total<br> revenues are estimated to be in the range of $17.8 million to $18.7 million for the year<br> ended December 31, 2025, compared to $17.8 million for 2024. |
|---|---|
| ● | Luxe<br> FireSuite and Aikman Club sales are estimated to be in the range of $125.3 million to $126.8<br> million for the year ended December 31, 2025, compared to $77.7 million for 2024. This includes<br> sales of Luxe FireSuites through traditional cash sales, fractional financing, and triple-net<br> lease interests in FireSuites. |
| --- | --- |
| ● | The<br> Company generated net revenue (defined as profit after Venu’s split with AEG Presents<br> Rocky Mountains (“AEG”), the operator of the Ford Amphitheater), with receipts<br> from the Company’s naming rights agreements (which are outside of VENU’s AEG<br> partnership agreement), estimated to be in the range of $3.0 million to $3.4 million for<br> the year ended December 31, 2025 compared to $1.7 million for 2024. |
| --- | --- |
| ● | For<br> the 2025 concert season through December 31, 2025, there were 28 shows held at Ford Amphitheater<br> which generated gross receipts estimated to be in the range of $14.8 million to $15.6 million.<br> For the 2024 concert season through December 31, 2024, there were 20 shows held at Ford Amphitheater<br> which generated gross receipts of $15.2 million. The Ford Amphitheater 2026 schedule is expected<br> to exceed 35 shows. |
| --- | --- |
Presentationof Preliminary Results
The preliminary financial estimated results presented above are unaudited and preliminary estimates that have been prepared by management in good faith on a consistent basis with prior periods. However, the Company has not completed its financial closing procedures for the quarter and year ended December 31, 2025, and actual results may differ from these preliminary estimates, and such differences could be material. The preliminary financial estimated results do not present all information necessary for an understanding of the Company’s financial condition as of, and its results and operations for, the fiscal quarter and year ended December 31, 2025. Accordingly, undue reliance should not be placed on these preliminary estimates. In addition, Grassi & Co., CPAs, P.C., the Company’s independent registered public accounting firm, has not audited, reviewed, compiled, or performed any procedures with respect to these preliminary financial estimated results and does not express an opinion or any other form of assurance with respect to these preliminary financial estimated results or their achievability. The Company undertakes no obligation to update or supplement the information provided above until it releases its financial statements for the quarter and year ended December 31, 2025. The Company cautions you that such preliminary estimates are not guarantees of the Company’s full financial results for the quarterly or annual period or of future performance or outcomes and that actual results may differ materially from the estimates described above.
ForwardLooking 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.
AboutVenu 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, Billboard, Aramark Sports + Entertainment, Tixr, Boston Common Golf, 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.
Contacts
VENUMedia and Investor Relations
Chloe Polhamus, cpolhamus@venu.live
Exhibit99.2
VenuHolding Corporation Announces Proposed Public Offering of Common Stock
COLORADOSPRINGS, Colo. – January 27, 2026 — (BUSINESS WIRE) — Venu Holding Corporation (“VENU” or the “Company”) (NYSE American: VENU), a developer and operator of upscale live music venues and premium hospitality destinations, today announced that it has commenced a registered underwritten public offering of its common stock, par value $0.001 (“Common Stock”). The Company intends to offer, subject to market conditions and other facts, $75,000,000 of shares of its Common Stock pursuant to a registration statement on Form S-3 filed with the Securities Exchange Commission (the “SEC”). The Company also expects to grant the underwriters a 30-day option to purchase up to an additional $11,250,000 of shares of the Company’s Common Stock to cover over-allotments, if any, at the public offering price, less the underwriting discount. The offering is subject to market conditions and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.
Deutsche Bank Securities and ThinkEquity are acting as joint book-running managers for the proposed offering.
The Company intends to use the net proceeds from the offering to fund a portion of the development costs of The Sunset McKinney, The Sunset Broken Arrow, and The Sunset El Paso, to complete the closing of the Company’s purchase of real property in Centennial, Colorado, to develop an indoor music hall and restaurant on such property, and for working capital and other general corporate purposes.
A registration statement on Form S-3 (File No. 333-291873) relating to the Company’s securities, including the Common Stock, was declared effective by the Securities and Exchange Commission (the “SEC”) on December 8, 2025. The proposed offering will be made only by means of a prospectus supplement and accompanying prospectus forming a part of the effective registration statement. A preliminary prospectus supplement related to the offering will be filed with the SEC and will be available on the SEC’s website located at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to the offering may be obtained, when available, from Deutsche Bank Securities, 1 Columbus Circle, New York, New York 10019 and ThinkEquity, 17 State Street, 41st Floor, New York, New York 10004, or at the SEC’s website at http://www.sec.gov.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
AboutVenu 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.
ForwardLooking Statements
This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on the Company’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the sections titled “Risk Factors” in the final prospectus related to the public offering that will be filed with the SEC and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, on file with the SEC, as well as in reports subsequently filed by the Company with the SEC. Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.
Contacts
VENU Media and Investor Relations
Chloe Polhamus, cpolhamus@venu.live