Venu Holding (NYSE: VENU) sets up $250M at-the-market stock program

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Venu Holding Corporation entered into an ATM Sales Agreement with ThinkEquity LLC, allowing it to sell up to $250 million of common stock through an at-the-market offering. Shares may be sold from time to time on the NYSE American or other permitted markets under an effective Form S-3 shelf registration.

The company will pay ThinkEquity a 3.0% commission on the gross sales price of any shares sold and reimburse certain expenses. Neither party is obligated to sell or purchase shares, and the company may suspend or terminate sales, with the agreement automatically ending once total sales reach $250 million or if earlier terminated.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

ATM program size: $250 million Sales agent commission: 3.0% of gross sales price Shelf filing date: December 1, 2025 +2 more

5 metrics

ATM program size $250 million Aggregate gross sales price limit for common stock under ATM Sales Agreement

Sales agent commission 3.0% of gross sales price Commission payable to ThinkEquity on any shares sold

Shelf filing date December 1, 2025 Form S-3 registration statement filing date (File No. 333-291873)

Shelf effectiveness date December 8, 2025 Date Form S-3 registration statement was declared effective

Sales Agreement date June 12, 2026 Execution date of ATM Sales Agreement with ThinkEquity

Key Terms

ATM Sales Agreement, at-the-market offering, shelf registration statement on Form S-3, prospectus supplement, +1 more

5 terms

ATM Sales Agreement financial

"Venu Holding Corporation entered into an ATM Sales Agreement with ThinkEquity LLC"

An ATM sales agreement is a standing arrangement that lets a company sell its shares directly into the open market at prevailing prices, often through a broker, instead of selling a large block all at once. Investors care because it gives the company a flexible, on-demand way to raise cash but can slowly increase the number of shares outstanding and put downward pressure on the stock price—think of it like drip-feeding new supply into a marketplace.

at-the-market offering financial

"sales deemed to be an “at-the-market offering” as defined in Rule 415(a)(4)"

An at-the-market offering is a method companies use to sell new shares of stock directly into the open market over time, rather than all at once. This allows them to raise money gradually, similar to selling small pieces of a product instead of a large batch. For investors, it means the company can access funding more flexibly, but it may also increase the supply of shares and influence the stock’s price.

shelf registration statement on Form S-3 regulatory

"issued pursuant to a shelf registration statement on Form S-3 (File No. 333-291873)"

A shelf registration statement on Form S-3 is a pre-approved filing with the Securities and Exchange Commission that lets an eligible public company register securities in advance and sell them later in one or more offerings without repeating the full registration process. Think of it like a pre-approved funding line: it gives management the flexibility to raise capital quickly when market conditions are right, a move that can affect share supply, dilution and investor returns, so investors monitor it as a signal of potential financing activity.

prospectus supplement regulatory

"as well as a prospectus supplement dated June 12, 2026"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

indemnify the Agent financial

"The Company also agreed to indemnify the Agent against certain liabilities"

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Understanding 8-K Material Events →

06/12/2026 - 05:10 PM

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): June 12, 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 June 12, 2026, Venu Holding Corporation (the “Company”) entered into an ATM Sales Agreement (the “Sales Agreement”) with ThinkEquity LLC (the “Agent”) pursuant to which the Agent agreed to act as the Company’s sole sales agent with respect to the offer and sale from time-to-time of shares of the Company’s common stock, par value $0.001 per share, having an aggregate gross sales price of up to $250 million (the “Shares”).

Under the Sales Agreement, the Sales Agent may sell the Shares in sales deemed to be an “at-the-market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through the NYSE American Stock Exchange or any other existing trading market for the Common Stock, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or any other method permitted by law. The Company may instruct the Sales Agent not to sell the Shares if the sales cannot be effected at or above the price designated by the Company from time to time. Any Shares sold will be issued pursuant to a shelf registration statement on Form S-3 (File No. 333-291873) (the “Registration Statement”), including the prospectus contained within the Registration Statement, filed with the Securities and Exchange Commission (the “Commission”) on December 1, 2025, and declared effective by the Commission on December 8, 2025, as well as a prospectus supplement dated June 12, 2026.

The Company has agreed to pay the Agent a commission of 3.0% of the gross sales price of any Shares sold in the offering. The Company will also reimburse the Agent for certain specified expenses in connection with its services under the Sales Agreement.

The Company may sell the Shares in amounts and at times to be determined by the Company from time to time subject to the terms and conditions of the Sales Agreement. However, the Company is not obligated to sell, and the Agent is not obligated to buy or sell, any Shares under the Sales Agreement. As such, the Company cannot provide any assurances that it will sell any Shares under the Sales Agreement. The Company also cannot provide assurances as to the price or amount of Shares that the Company sells or the dates on which any sales will take place.

The Company or Agent may suspend or terminate the offering of Shares upon proper notice to the Agent, subject to certain conditions. The Agent has agreed to use its commercially reasonable efforts consistent with its normal sales and trading practices to place the Shares. The Sales Agreement will automatically terminate when the sale of the Shares reaches an aggregate offering amount equal to $250 million, or sooner if the Company or Agent terminates the Sales Agreement in accordance with the terms of the Sales Agreement.

The Company made certain customary representations, warranties, and covenants to the Agent as described in the Sales Agreement, some of which may be subject to limitations agreed upon by the Company and the Agent, such as a qualification on confidential disclosures that were exchanged between the Company and the Agent in connection with the execution of the Sales Agreement. The Sales Agreement is not intended to provide any other factual information about the Company. The representations, warranties, and covenants that the Company made are for the sole benefits of the Company and Agent in connection with the Sales Agreement, such as to allocate risk between the Company and the Agent. Furthermore, the Company made those representations, warranties, and covenants as of specific dates. The Company also agreed to indemnify the Agent against certain liabilities, including liabilities under the Securities Act.

The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Company is filing the opinion of its counsel, Dykema Gossett PLLC, relating to the legality of the issuance and sale of the Shares as Exhibit 5.1 hereto, which is incorporated herein by reference and into the Registration Statement.

This Current Report on Form 8-K, including the exhibits filed herewith, shall not constitute an offer to sell or the solicitation of an offer to buy any securities that may be sold pursuant to the Sales Agreement, nor shall there be any sale of securities in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
5.1		Opinion of Dykema Gossett PLLC
10.1		ATM Sales Agreement dated June 12, 2026, between Venu Holding Corporation and ThinkEquity LLC.
23.1		Consent of Dykema Gossett PLLC (included in Exhibit 5.1).
104		Cover page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VENU HOLDING CORPORATION
	(Registrant)

Dated: June 12, 2026	By:	/s/ J.W. Roth
		J.W. Roth
		Chief Executive Officer and Chairman

Source: View Original Filing on SEC EDGAR

FAQ

What did Venu Holding Corporation (VENU) announce in this 8-K?

Venu Holding Corporation entered an ATM Sales Agreement with ThinkEquity LLC. The arrangement allows Venu to sell common stock over time, up to $250 million, through an at-the-market offering under its effective Form S-3 shelf registration.

How much stock can Venu Holding Corporation (VENU) sell under the ATM program?

The ATM Sales Agreement permits Venu to sell common stock with an aggregate gross sales price of up to $250 million. Sales can occur from time to time at prevailing market prices or related negotiated prices on NYSE American or other permitted markets.

What fees will Venu Holding Corporation (VENU) pay ThinkEquity under the ATM?

Venu will pay ThinkEquity a commission of 3.0% of the gross sales price of any shares sold. The company will also reimburse specified expenses related to the agent’s services, as described in the ATM Sales Agreement filed as an exhibit.

Is Venu Holding Corporation (VENU) required to sell shares under this ATM agreement?

Venu is not obligated to sell any shares under the ATM Sales Agreement, and ThinkEquity is not obligated to buy or sell shares. Venu and the agent may suspend or terminate the program, and sales amounts and timing are determined by the company.

When was Venu Holding Corporation’s shelf registration for this ATM declared effective?

The Form S-3 shelf registration statement (File No. 333-291873) for these shares was filed on December 1, 2025 and declared effective on December 8, 2025. The ATM shares are offered under this shelf and a related prospectus supplement dated June 12, 2026.

When does Venu Holding Corporation’s ATM Sales Agreement terminate?

The ATM Sales Agreement automatically terminates when aggregate share sales under the program reach $250 million. It can also end earlier if Venu or ThinkEquity terminates it in accordance with the agreement’s terms, after giving proper notice.

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

EX-10.1 EX-10.1 326.6 KB