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 12, 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<br> of Principal Executive Offices) | (Zip<br> 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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<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. ☐
Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.
Effective January 12, 2026, the Board of Directors of Venu Holding Corporation (the “Company”) appointed Vic Sutter to the position of Chief Operating Officer.
Mr. Sutter (age 45) has served as the Company’s Executive Vice President of Operations since April 2025, and in that role has overseen key aspects of construction, operations, and strategic partnerships across existing and future Company amphitheaters, music halls, and restaurant concepts. His responsibilities have included premium guest experiences, food and beverage strategy, concert operations, operational efficiency, and cost control across the portfolio. Prior to joining the Company, Mr. Sutter spent over eleven years at Live Nation Entertainment, Inc. in various leadership roles primarily focusing on food and beverage operations and premium experiences for the House of Blues, including serving as the Head of House of Blues and Brooklyn Bowl (October 2024 through April 2025) where he oversaw operational aspects of those brands on a national basis, Head of Blues F&B and VIP (June 2021 through September 2024) where he oversaw food and beverage operations in House of Blues nationwide, and Vice President VIP Sales and Special Projects (October 2019 through June 2021) where he oversaw premium products. Mr. Sutter holds a Bachelor of Science from Florida International University.
There are no arrangements or understandings between Mr. Sutter and any other person pursuant to which he was selected as an officer of the Company, and Mr. Sutter is not related to any other executive officer or director of the Company. Mr. Sutter does not have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.
In connection with his appointment to Chief Operating Officer, Mr. Sutter was granted a stock option under the Company’s 2023 Omnibus Incentive Compensation Plan that is exercisable to acquire 100,000 shares of Company common stock.
William Hodgson, the President of the Company, previously performed the functions of Chief Operating Officer but will now shift to focus primarily on his continued role as President and matters involving overall operational and corporate strategy.
Item7.01 Regulation FD Disclosure.
On January 15, 2026, the Company issued a press release announcing Mr. Sutter’s appointment as Chief Operating Officer of the Company. A copy of the press release is furnished as Exhibit 99.1 and incorporated by reference herein.
The information furnished in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) 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.
Item8.01 Other Events.
As previously disclosed, the Company is a party to a purchase and sale agreement (the “Purchase and Sale Agreement”) with Old Mill, LLC (“Old Mill”), pursuant to which the Company intends to purchase land in Centennial, Colorado (the “Centennial Property”), from Old Mill. On December 15, 2025, the Company and Old Mill entered into an amendment to the Purchase and Sale Agreement, which gave the Company the right to extend the closing date of December 15, 2025, for its purchase of the Centennial Property by up to 45 days in exchange for paying Old Mill an extension fee (equal to Old Mill’s out-of-pocket carrying costs for the Centennial Property incurred from December 15, 2025, to the actual closing date) of up to $25,000 for any given month of such extension. As of the date of this Current Report on Form 8-K, the Company has elected to extend the closing date, and the parties expect the closing to occur during January or February 2026, subject to the satisfaction of various closing conditions. The amendment to the Purchase and Sale Agreement also reduced the purchase price for the Centennial Property by approximately $390,000, required the Company to waive all inspection rights and buyer contingencies in the Purchase and Sale Agreement, and required the non-refundable release of all earnest money to Old Mill.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit<br> No. | Description |
|---|---|
| 99.1 | Press Release issued by Venu Holding Corporation on January 15, 2026 |
| 104 | Cover<br> 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<br> HOLDING CORPORATION | ||
|---|---|---|
| (Registrant) | ||
| Dated:<br> January 15, 2026 | By: | /s/ J.W. Roth |
| J.W.<br> Roth | ||
| Chief<br> Executive Officer and Chairman |
Exhibit99.1
VENUAnnounces Leadership Appointments Advancing Operational Efficiency and Enterprise Oversight
COLORADOSPRINGS, CO – January 15, 2026 - (BUSINESS WIRE)– Venu Holding Corporation (“VENU” or the “Company”) (NYSE AMERICAN: VENU), owner and developer of premium live entertainment destinations, today announced executive leadership appointments that strengthen operational efficiency and enterprise oversight as the Company rapidly scales nationwide. Vic Sutter, Executive Vice President of Operations, has been appointed Chief Operating Officer and will lead operational alignment across VENU’s expanding portfolio. In conjunction with this appointment, the Company’s President, Will Hodgson, will shift from serving as both President and COO to focusing to serve solely as President of VENU implementing expanded enterprise-level leadership and long-term strategic oversight.
“This role is about execution, plain and simple,” said Vic Sutter, incoming Chief Operating Officer of VENU. “I’m honored and genuinely eager to step in as COO and drive operational alignment across the portfolio so we can grow faster, run smarter, and deliver the premium experience our fans, artists, and partners deserve, while giving Will, JW, and the entire team the runway to keep winning.”
“We’re ready for the next phase,” said Will Hodgson, President of VENU. “With Vic leading operations as COO, I can focus on the broader vision and long-term strategy for VENU as we scale nationwide, expanding into new markets, strengthening artist and partner relationships, and continuing to elevate the fan experience.”
“This evolution reflects the leadership Vic and Will have earned and aligns our strongest operators with the roles that best support our next phase of growth,” said J.W. Roth Founder, Chairman, and CEO of VENU. “As we prepare to scale our brands, open new venues, and announce new locations across the nation, I’m hell bent on building with efficiency and intention. I am excited to see Will and Vic thrive in these new roles and deliver consistent, well-rounded strategies that deliver results for our fans, artists, and stakeholders.”
As VENU continues to grow, this leadership structure reinforces VENU’s ability to scale its premium live entertainment and hospitality portfolio with operational discipline. With dedicated operational leadership and broader oversight across the organization, VENU is well positioned to grow its portfolio, expand nationwide, deepen artist, agency, and vendor relationships, and deliver long-term value through disciplined execution.
Prior to joining VENU, Hodgson and Sutter built proven careers across live entertainment and premium hospitality. Hodgson began in investment banking before spending 25 years in the entertainment industry, including 13 years at Live Nation as Head of House of Blues Entertainment, where he set strategy for 20 venues, 17 restaurants, and seven high end cocktail lounges, overseeing 4,000 employees and more than 3,000 events annually. Sutter brings two decades of luxury hospitality experience, including 10 years at Live Nation, where he oversaw a national portfolio of brands including Brooklyn Bowl and House of Blues, serving more than three million fans annually.
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.
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.
Contacts
VENUMedia and Investor Relations
Chloe Polhamus, cpolhamus@venu.live