{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-26-028302","form_type":"8-K","ticker":"VENU","cik":"0001770501","company_name":"Venu Holding Corp","filed_at":"2026-06-11T21:00:26+00:00","discovered_at":"2026-06-11T21:02:00.282607+00:00","generated_at":"2026-06-11T21:02:17.185105+00:00","sec_items":["1.01","1.02","3.02","8.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"high","headline":"Venu sells 9.5 acres under Ford Amphitheater for $49.7M, enters new ground lease","bullets":["Sold 9.5 acres under Ford Amphitheater to related-party ORF for $49.7M; $29.82M cash and $19.88M promissory note bearing 4.87% interest.","Issued warrants to purchase up to 5M shares of common stock at $3.79 per share to ORF.","Repurchased ~$10M worth of common stock from CEO/shareholder via stock transfer agreements; shares retired to treasury.","Entered new 25-year ground lease at annual rent of $4.2245M (up from $3.222M), with 10% escalator every 5 years; company retains operational control.","Restructured relationship with AEG Presents under new lease agreements; economic terms substantially unchanged, no material impact expected."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-028302","json":"https://secwatch.observer/filing/0001493152-26-028302.json","markdown":"https://secwatch.observer/filing/0001493152-26-028302.md","text":"https://secwatch.observer/filing/0001493152-26-028302.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1770501/000149315226028302/0001493152-26-028302-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1770501/000149315226028302/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-11T21:02:17.185105+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"197c4d17818ea1692d324dbd6acb4641fa6fab33","claim":"Venu Holding Corp entered into Stock Transfer Agreements with Shareholder and entity wholly owned by Shareholder valued at transfer of shares valued at approximately $10,000,000 (effective 2025-06-05).","evidence_excerpt":"Concurrently with the closing of the Sale, and in connection with the PSA to, among other things, facilitate the Loan and to satisfy a condition of the lender, the Company and the Subsidiary entered into Stock Transfer Agreements (collectively, the “ STAs ”) on the Closing Date with each of the Shareholder and an entity wholly owned by the Shareholder (together, the “ Transferors ”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1770501/000149315226028302/0001493152-26-028302-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"Shareholder and entity wholly owned by Shareholder"},{"label":"Value","value":"transfer of shares valued at approximately $10,000,000"},{"label":"Effective","value":"2025-06-05"}],"fact_type":"material_agreement"},{"claim_id":"54d74740b86957bcebf4c58c35eba06525cf5d78","claim":"Venu Holding Corp entered into Purchase and Sale Agreement with O'Neil Roth Ford, LLC valued at purchase price of $49,700,000 (effective 2025-06-05).","evidence_excerpt":"On June 5, 2026 (the “ Closing Date ”), Notes CS I, DST (the “ Subsidiary ”), a Delaware statutory trust and a controlled subsidiary of Venu Holding Corporation (the “ Company ”), entered into a Purchase and Sale Agreement dated June 5, 2026 (the “ PSA ”) with O’Neil Roth Ford, LLC, a Colorado limited liability company (“ ORF ”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1770501/000149315226028302/0001493152-26-028302-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"asset purchase"},{"label":"Counterparty","value":"O'Neil Roth Ford, LLC"},{"label":"Value","value":"purchase price of $49,700,000"},{"label":"Effective","value":"2025-06-05"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}