---
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"
generated_at: "2026-06-11T21:02:17.185105+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# Venu sells 9.5 acres under Ford Amphitheater for $49.7M, enters new ground lease

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 1.02, 3.02, 8.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-26-028302
- JSON: https://secwatch.observer/filing/0001493152-26-028302.json
- Plain text: https://secwatch.observer/filing/0001493152-26-028302.txt

## Key facts
- Material Agreements
  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).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: Shareholder and entity wholly owned by Shareholder
  - Value: transfer of shares valued at approximately $10,000,000
  - Effective: 2025-06-05
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1770501/000149315226028302/0001493152-26-028302-index.htm
- Material Agreements
  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).
  - Action: entry
  - Agreement: asset purchase
  - Counterparty: O'Neil Roth Ford, LLC
  - Value: purchase price of $49,700,000
  - Effective: 2025-06-05
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1770501/000149315226028302/0001493152-26-028302-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.