Venu Holding Corp

false 0001770501 0001770501 2026-08-03 2026-08-03 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): August 3, 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 August 3, 2026, Venu Holding Corporation (the “ Company ”) executed and entered into a Ticketing Agreement (the “ Agreement ”) with Ticketmaster L.L.C. (“ Ticketmaster ”; together with the Company, the “ Parties ”). Under the Agreement, Ticketmaster will serve as the exclusive ticketing agent for the Company, subject to the terms and conditions set forth in the Agreement. 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 and Termination. The initial term of the Agreement (the “ Term ”) will continue until five years after the latest opening date among the amphitheaters the Company is developing in Broken Arrow, Oklahoma, McKinney, Texas, and El Paso, Texas (collectively, the “ Amphitheaters ”), where “opening date” means the date the applicable Amphitheater first holds a ticketed Attraction. Thereafter, the Term will automatically renew for successive five-year periods until either Party provides timely written notice of its intent not to renew the Agreement. The Agreement can be terminated by either Party upon certain specified events, including a material breach of the Agreement by the other Party that remains uncured following the notice and cure period set forth in the Agreement or the other Party experiencing a Material Financial Event. In addition, Ticketmaster may terminate the Agreement in certain circumstances involving the Company’s infringement of Ticketmaster’s or a third party’s Intellectual Property or other property rights. Exclusive Ticketing Agent. During the Term, Ticketmaster will act as an agent for the Company and serve as the Company’s exclusive ticket seller through Ticketmaster’s ticketing platform (the “ TM System ”) for all Attractions held at the Amphitheaters up to the full admission capacity for any particular Attraction, provided that with respect to any Attraction at any Amphitheater, the Company retains the right to (i) sell tickets in person from the Amphitheater’s box office to any person physically present, (ii) conduct sales of tickets to groups consisting of at least 15 people who intend to attend the Attraction as a group, and (iii) provide a reasonable number of House Seats to the Attraction’s promoter, performing act, or their managers or agents, for use by fan clubs, or for other legitimate promotional purposes. The Company agrees not to use or permit third-party ticketing systems or services without Ticketmaster’s consent, except through Ticketmaster-authorized distribution partners. If Ticketmaster fails to offer or timely implement new ticketing or distribution technology that has become widely adopted in the market by other leading ticket distribution platforms, the Company may utilize a third party solely for those services or functionality, subject to certain conditions. No Minimum Sales. Neither Ticketmaster nor the Company has made or will make any guarantee that any minimum or fixed number of tickets will be sold through the TM System for any Attraction. Charges and Fees. The Agreement establishes the fees and charges applicable to ticket sales and related services, including the following: ● Convenience Charges. The Company will determine the per-ticket Convenience Charge that each customer pays when purchasing a ticket through the TM System. The Company will retain the Convenience Charges up to a specified per-ticket, per-transaction threshold (the “ Convenience Cap ”), with any Convenience Charges in excess of the Convenience Cap to be allocated between the Parties in accordance with the terms of the Agreement. ● Inside Charges. The Company must pay Ticketmaster a fixed Inside Charge for every ticket sold through Ticketmaster’s distribution channels. The per-ticket Inside Charge will increase by a fixed amount each Contract Year of the Term. No Inside Charge is assessed on tickets sold by the Company at an Amphitheater box office. ● Archtics Transaction Fees. The Company must pay Ticketmaster certain Archtics Transaction Fees related to the use of Ticketmaster’s Archtics ticketing platform. The Archtics Transaction Fees will either be deducted from amounts owed to the Company under the Agreement or separately assessed against the Company. ● Software Transaction Fees. If the Company charges software-related transaction fees to season or contract ticketholders through the Company’s account-management platform, the Company may retain such fees in an amount not to exceed the applicable Archtics Transaction Fees, with any software fees in excess of the applicable Archtics Transaction Fees to be allocated between the Parties in accordance with the terms of the Agreement. ● Payment Processing Fees. The Company must pay specified payment authorization, payment processing, and merchant fees (collectively, “ Processing Fees ”) for transactions processed through Ticketmaster’s payment-processing system, which are calculated as a fixed percentage of the gross transaction value. The Company is also permitted to adjust applicable Convenience Fees to include such Processing Fees. Settlement of Ticket Receipts. Ticketmaster will collect the proceeds from ticket sales and remit to the Company, on a weekly basis, the applicable Ticket Receipts owed to the Company with respect to each Amphitheater. Under the Agreement, “Ticket Receipts” generally consist of the face value of each ticket sold together with any fees added to the face value that are retained by the Company, less applicable Inside Charges, Processing Fees, and applicable taxes remitted by Ticketmaster. Hardware Credit. Ticketmaster is required to provide the Company with a one-time Hardware Credit to be applied against Ticketmaster’s purchase of certain Hardware to be