Venu Holding Corp

false 0001770501 0001770501 2026-07-21 2026-07-21 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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): July 21, 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 1.01 Entry into a Material Definitive Agreement. On July 21, 2026 (the “ Execution Date ”), Sunset Operations at Broken Arrow, LLC (“ Sunset ”), a wholly owned subsidiary of Venu Holding Corporation (the “ Company ”), executed and entered into a Consulting and Management Agreement (the “ Agreement ”) with Legends Global Theater Management, LLC (“ Legends ”; together with Sunset, the “ Parties ”) in connection with the amphitheater being developed by the Company in Broken Arrow, Oklahoma (“ The Sunset BA ”). Under the Agreement, Legends will provide The Sunset BA with advisory services during its pre-opening period and management and operations services as The Sunset BA’s exclusive manager once it opens. The following description summarizes certain material terms of the Agreement. Capitalized terms that are used but not defined in this Current Report on Form 8-K (this “ Current Report ”) have the meanings given to them in the Agreement. Term. Although the Agreement became effective and binding on the Parties on the Execution Date, the Agreement’s term (the “ Term ”) commences on the date The Sunset BA opens to the general public (the “ Opening Date ”) with options to extend the Term on the same terms and conditions set forth in the Agreement. Legends will have the right to terminate the Agreement prior to the end of the Term upon 30 days’ written notice upon a material breach of the Agreement or upon the occurrence of certain development, construction, financing, or other project-related events specified in the Agreement that will materially impair or delay the development and opening of The Sunset BA or Legends’ operations at The Sunset BA. Exclusive Negotiation Period. If Legends delivers a Negotiation Notice to Sunset at least 150 days prior to the expiration of the Term, Legends can initiate a 60-day Exclusive Negotiation Period commencing on the notice date, during which the Parties must negotiate in good faith the terms of a new consulting and management agreement or the extension of this Agreement. Prior to and during the Exclusive Negotiation Period, Sunset is prohibited from soliciting, requesting, considering, discussing, or negotiating inquiries, proposals, or offers from any Person other than Legends regarding the provision of management services to The Sunset BA. If Legends does not deliver a Negotiation Notice or if the Exclusive Negotiation Period expires before the Parties enter into a binding agreement, Sunset may commence negotiations for management services from other providers, provided that if Sunset desires to enter into an agreement for such services with another Person on terms that are less favorable to Sunset than the terms last proposed by Sunset to Legends, Sunset must offer Legends the same terms and conditions as offered to such Person, which Legends must accept or reject within ten days before Legends can enter into the agreement with such Person. Services. Prior to the Opening Date of The Sunset BA, Legends will provide Pre-Opening Advisory Services related to venue planning, design coordination, operations, staffing, budgeting, programming, marketing, and opening preparations. Such Pre-Opening Advisory Services will include, among other services described in the Agreement, preparing pre-opening marketing and advertising plans, procuring, stocking, and installing operating supplies, furniture, fixtures, and equipment, negotiating and executing license agreements, booking commitments, service contracts, and vendor agreements, coordinating with and overseeing any third-party providers retained to provide Food and Beverage Services, coordinating the development of the parking plans and facilities, and providing such other services as may be mutually agreed upon by the Parties. After the Opening Date and for the duration of the Term, Legends will serve as the exclusive manager of The Sunset BA with exclusive authority over The Sunset BA’s day-to-day operations and activities, subject to any terms and conditions related to such operations set forth in the Economic Development Agreement, dated December 3, 2023, between Sunset, at Broken Arrow, LLC (a controlled subsidiary of the Company) the Broken Arrow Economic Development Authority, and the City of Broken Arrow, Oklahoma (the “ Development Agreement ”). Legends will have continued responsibility for The Sunset BA’s operational decisions, event booking and programming, staffing, financial administration, vendor management, marketing, oversight of third-party service providers, venue maintenance, budgeting, and annual planning and reporting, subject to certain approval rights retained by Sunset. As part of its exclusive management role, Legends will have the right, without any prior approval by Sunset, to negotiate, execute in Legends’ name as agent for Sunset, deliver, and administer all licenses, occupancy agreements, rental agreements, booking commitments, advertising agreements, concession agreements, supplier agreements, service contracts, and all other contracts and agreements in connection with the management, promotion, and operation of The Sunset BA. Booking. The overall booking strategy for The Sunset BA will be mutually agreed upon by the Parties, while Legends will retain day-to-day programming discretion and collaborate with Sunset on material booking decisions. Legends is also permitted to utilize commercially reasonable multi-venue booking, routing, and promotional strategies with venues managed by Legends or its Affiliates, provided such activities comply with applicable antitrust laws and confidentiality obligations. Although Legends will act in good faith and consistent with the overall booking strategy, Legends provides no guarantee under the Agreement regarding the number of events to be held at The Sunset BA during each fiscal year, the identity of performers at such events, the attendance at such events, or