Venu Holding Corp

false 0001770501 0001770501 2026-10-20 2026-10-20 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): October 20, 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. Venu Holding Corporation (the “ Company ”) and certain of its subsidiaries entered into a series of agreements relating to the continued development, financing, ownership, leasing, and operation of the Company’s open-air amphitheater and entertainment complex under development in McKinney, Texas (“ The Sunset McKinney ”). The agreements were executed and delivered by the parties on October 20, 2026 (the “ Execution Date ”) (notwithstanding the dates set forth therein). The agreements effected the (i) amendment and restatement of the Company’s Chapter 380, Grant, and Development Agreement with the City of McKinney, Texas (“ McKinney ”) and related municipal entities and (ii) sale-leaseback transaction with STORE Capital Acquisitions, LLC (“ STORE ”) involving the approximately 46-acre tract of land (the “ McKinney Parcel ”) on which The Sunset McKinney and related improvements are being developed (the “ McKinney Sale-Leaseback ”). As previously disclosed in a Current Report on Form 8-K filed on January 17, 2025 by the Company with the Securities and Exchange Commission (the “ SEC ”), on January 14, 2025, the Company, through Sunset Ground at McKinney LLC, a wholly owned subsidiary of the Company (“ Sunset Ground ”), closed on the purchase of the McKinney Parcel from the McKinney Economic Development Corporation (“ MEDC ”) for an aggregate purchase price of $35,000,000, consisting of $10,000,000 in cash (the “ Cash Amount ”) and $25,000,000 represented by a secured promissory note issued to MEDC (the “ MEDC Note ”). The MEDC Note bears no interest, is subject to prepayment without penalty, is secured by a Deed of Trust conveying a first-priority lien on the McKinney Parcel (the “ MEDC Deed of Trust ”), and is personally guaranteed, jointly and severally, by J.W. Roth, the Company’s Chairman and Chief Executive Officer (the “ Chairman ”), and a third-party shareholder of the Company (together with the Chairman, the “ MEDC Note Guarantors ”) pursuant to a Personal Guaranty (the “ McKinney Guaranty ”). This Current Report on Form 8-K (this “ Current Report ”) includes a summary of certain material terms of the agreements relating to the transactions described above. Capitalized terms that are used but not defined in this Current Report have the meanings given to them in the agreement identified in the applicable heading. Amended and Restated Chapter 380, Grant, and Development Agreement On the Execution Date, the Company entered into an Amended and Restated Chapter 380, Grant, and Development Agreement (the “ A&R Agreement ”) with McKinney, MEDC, and the McKinney Community Development Corporation (“ MCDC ”; together with MEDC and McKinney, the “ City Parties ”), effective as of April 16, 2024. The A&R Agreement amends and restates in its entirety the original Chapter 380, Grant, and Development Agreement, dated April 16, 2024 (the “ Original Agreement ”), entered into by the Company and the City Parties, as previously amended on October 15, 2024, December 3, 2024, October 6, 2025, and January 6, 2026 (the Original Agreement, together with all amendments thereto, the “ Prior Agreement ”). A description of the Prior Agreement is set forth under the heading “Public-Private Partnership in McKinney, Texas” in the Company’s Annual Report on Form 10-K, filed with the SEC on March 31, 2026. The A&R Agreement supersedes and replaces the Prior Agreement without affecting any rights, obligations, liabilities, defaults, claims, or causes of action that accrued before the Execution Date and preserves the lien priority and superiority established by the recording of the Original Agreement. The A&R Agreement consolidates the Original Agreement and its four prior amendments into a single operative instrument, reflects the City Parties’ consent to the McKinney Sale-Leaseback, establishes the terms and conditions governing that transaction, and makes certain other modifications to the terms of the Prior Agreement in connection with the foregoing. Under the A&R Agreement, the Company remains responsible for the development, construction, operation, and maintenance of The Sunset McKinney. The A&R Agreement modifies certain terms related to the purchase price for the McKinney Parcel. Under the A&R Agreement, the MEDC Note will be due and payable by the Company in full on the earlier of (i) 30 days following the Company’s receipt of a Temporary Certificate of Occupancy (a “ TCO ”), or (ii) the expiration of the Guarantor Cure Period (or if the Guarantor Cure Period is never invoked, then 30 days following the occurrence of an Owner Default). Notwithstanding the foregoing, the Company expects that amounts repaid under the MEDC Note will be reimbursed to the Company and its obligations under the MEDC Note will be forgiven, as discussed below. The A&R Agreement also required Sunset Operations at McKinney, LLC (“ Sunset Operations ”), a wholly owned subsidiary of the Company, to enter into a Security Agreement with the City Parties concurrently with the execution and delivery of the A&R Agreement (the “ Security Agreement ”), pursuant to which Sunset Operations granted the City Parties a security interest in certain assets and personal property constituting revenues, receipts, income, and proceeds arising from or attributable to the operations, activities, and interests of Sunset Operations in connection with The Sunset McKinney, including all of Sunset Operations’ right, title, and interest in and to all rents, event revenues, parking revenues, ticket revenues, concession revenues, sponsorship revenues, suite revenues, naming rights revenues, and licensing fees generated by or from The Sunset McKinney, as collateral securing the MEDC Note and all obligations and liabilities of the Company, Sunset Ground, and any debtor, owing to the City Parties, under, by virtue of, or in connectio