STOCK TITAN

Venu Holding (NYSE: VENU) doubles assets but widens 2025 net loss

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Venu Holding Corporation reported full-year 2025 and fourth quarter results showing rapid asset growth but continued heavy losses. Total assets reached $370.6 million, up 108% from $178.4 million at year-end 2024, largely driven by property and equipment investments of $305.9 million.

Full-year 2025 revenue was broadly flat at $17.9 million versus $17.8 million in 2024, while the net loss attributable to common stockholders widened to $44.3 million from $30.3 million. Total net loss was $50.8 million compared with $32.9 million a year earlier as operating costs more than increased to $70.9 million.

The company highlighted Luxe FireSuite and Aikman Club sales of $126.1 million, up 62% from $77.7 million, and a $14 million parking-property sale leaseback generating a $6.6 million development profit. Subsequent to year end, Venu closed an $86.25 million capital raise to support its minimal-debt strategy and national expansion.

Positive

  • Total assets doubled to $370.6 million at December 31, 2025, up 108% from $178.4 million a year earlier, reflecting substantial expansion of Venu’s venue and hospitality portfolio.
  • Luxe FireSuite and Aikman Club sales grew 62% to $126.1 million for 2025 versus $77.7 million in 2024, with the new triple net leaseback model contributing about 25% of annual Luxe FireSuite sales.
  • Strong capital access demonstrated by a $30.8 million NNN firesuite liability in 2025 and an $86.25 million capital raise closed in March 2026, significantly strengthening the balance sheet for national expansion.

Negative

  • Net loss widened significantly, with total 2025 net loss reaching $50.8 million versus $32.9 million in 2024, and net loss attributable to common stockholders rising to $44.3 million from $30.3 million.
  • Revenue was essentially flat at $17.9 million in 2025 compared with $17.8 million in 2024, while total operating costs increased to $70.9 million from $45.2 million, pressuring profitability.
  • Rising leverage and obligations, including long-term debt of $56.6 million, a $30.0 million long-term NNN firesuite liability, and $10.1 million of contingently redeemable preferred stock, add financial commitments alongside ongoing operating losses.

Insights

Venu is scaling its asset base quickly while losses and cash needs remain high.

Venu expanded its balance sheet aggressively in 2025, with total assets rising to $370.6 million, up 108% from 2024, driven by property and equipment of $305.9 million. Luxe FireSuite and Aikman Club sales reached $126.1 million, a 62% increase, showing strong demand for its premium suite products.

However, revenue stayed flat at $17.9 million while total operating costs climbed to $70.9 million, pushing the net loss to $50.8 million. The model currently relies on capital inflows, including a $30.8 million NNN firesuite liability and an $86.25 million capital raise completed by March 2026.

The business is capital-intensive, with heavy construction spending of $141.7 million on property and equipment in 2025. Future filings will clarify how new venues, the triple net leaseback structure, and brand partnerships like PepsiCo, Aramark, and Tixr translate into recurring revenue and improving profitability as openings target fall 2026 and Q1 2027.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Total assets 2025 $370.6 million As of December 31, 2025; up 108% from $178.4 million in 2024
Total revenue 2025 $17.9 million Year ended December 31, 2025; versus $17.8 million in 2024
Net loss 2025 $50.8 million Year ended December 31, 2025; compared with $32.9 million in 2024
Net loss to common $44.3 million Net loss attributable to common stockholders in 2025; versus $30.3 million in 2024
Luxe & Aikman sales $126.1 million Full-year 2025 Luxe FireSuite and Aikman Club sales; up 62% from $77.7 million
Operating costs 2025 $70.9 million Total operating costs for 2025; up from $45.2 million in 2024
2026 capital raise $86.25 million Capital raise closed in March 2026 to support expansion and balance sheet
Property & equipment $305.9 million Net property and equipment at December 31, 2025; up from $137.2 million
sale leaseback financial
"The Company completed a $14 million sale leaseback of its Colorado Spring parking property"
A sale leaseback is a financial arrangement where an owner sells an asset, such as property or equipment, and then immediately rents it back from the new owner. This allows the original owner to access cash while continuing to use the asset, similar to selling a valuable item and renting it back to keep using it. For investors, it can provide steady income and reveal how a company manages its assets and finances.
triple net real estate leaseback financial
"Luxe FireSuite TM sales through the Company’s triple net real estate leaseback model, launched in early 2025"
Contingently Redeemable Convertible Cumulative Series B Preferred Stock financial
"Contingently Redeemable Convertible Cumulative Series B Preferred Stock, $0.001 par - 1,342 authorized, 675 issued"
non-controlling interest financial
"Non-controlling interest | | | 65,984,929 | | | | 35,094,303"
Non-controlling interest represents the portion of ownership in a company held by investors who do not have a controlling stake, meaning they do not have enough voting power to make major decisions. It is similar to owning a minority share of a business partner’s company—while they benefit from profits, they cannot control how the company is run. This matters to investors because it shows how much of the company's value is owned by outside shareholders and affects overall financial reporting.
forward-looking statements regulatory
"Certain statements in this press release constitute “forward-looking statements” within the meaning of the federal securities laws."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
mezzanine equity financial
"Mezzanine Equity | | | | | | | | Contingently Redeemable Convertible Cumulative Series B Preferred Stock"
Mezzanine equity is a layer of financing that sits between bank loans and full ownership, combining elements of borrowed money and equity. It often gives lenders higher potential returns in exchange for taking more risk, sometimes with the option to convert into ownership or receive extra payments; think of it as a middle seat that pays more because it’s less secure than front-row debt. Investors watch it because it affects a company’s debt risk, potential dilution of ownership, and expected returns.
Revenue $17.9 million
Net loss $50.8 million
Total assets $370.6 million +108% YoY
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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): March 31, 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 2.02 Results of Operations and Financial Condition.

 

On March 31, 2026, Venu Holding Corporation (the “Company”) issued a press release summarizing its year-end 2025 financial and operating results and announcing a conference call to discuss those results. A copy of that press release is furnished with this report as Exhibit 99.1. Any materials accompanying the earnings call, together with a webcast replay, have been posted on the Company’s website. The information furnished under this Item 2.02, including the referenced exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by reference to such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
     
99.1   Press Release dated March 31, 2026
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: April 1, 2026 By: /s/ J.W. Roth
    J.W. Roth
    Chief Executive Officer and Chairman

 

 

 

Exhibit 99.1

 

 

Venu Holding Corporation Reports Its

Annual 2025 and Fourth Quarter Results

 

Total assets increased to $370.5 million, up 108% or $192.1 million, from year-end 2024

 

 

COLORADO SPRINGS, CO – March 31, 2026 - (BUSINESS WIRE) – Venu Holding Corporation (“VENU” or the “Company”) (NYSE American: VENU), the visionary owner, operator, and developer of premium live entertainment destinations, announced today results for its fourth quarter and fiscal year ended December 31, 2025

 

“From the very beginning, we made a commitment,” said JW Roth Founder, Chairman, and CEO of VENU “To build something that would stand the test of time, perform at the highest level, and deliver value that speaks for itself. Today, we are doing exactly that.

 

The numbers tell the story. Our balance sheet has grown from $83 million to over $370 million in total assets in just 24 months. An independent appraisal of our completed and in development portfolio came in at $1.24 billion on an as completed basis (1). This is a business grounded in tangible assets, measured expansion, and thoughtful capital deployment. Patient capital wins. And we are building this for the long game.

 

We know the market has been noisy. That is what early stages can look like for companies doing what we are doing. But here is what does not lie: steel went up in McKinney and Tulsa. Tulsa is targeted to open Fall 2026 and McKinney shortly after in Q1 2027. We opened our Sunset Hospitality Collection, the most sophisticated hospitality complex in our history. Luxe FireSuiteTM sales broke records again, and our triple net model, which barely existed at the start of 2025, already accounts for 25% of total sales. The market didn’t just respond. It leaned in.

 

The live entertainment industry is evolving fast, and we are positioned to capitalize with residencies, immersive experiences, and AI-driven activations. The most profitable opportunities are going to the venues built to hold all of it. Our more than music strategy is not a pivot. It is how we stay ten steps ahead.

 

 

 

 

We grew our team with people who have seen what winning looks like and chose VENU anyway. World-class artists and athletes are becoming shareholders. Municipalities are knocking. And just this week we added an executive from MSG Entertainment and Sphere, because where we are going demands that level of firepower.

 

2026 is already proving the point. PepsiCo signed on as our official beverage partner. Ford Amphitheater made Billboard’s 2026 Top Music Venues list. Roth’s Sea & Steak was recognized among the best wine programs in the Americas. And remember, our most recent capital raise closed during one of the most volatile market stretches in recent memory. That is conviction.

 

The people paying attention right now are going to look back on this moment. The venues are coming. The content is evolving. The model is proven. The market is hungry. And we are just getting to the good part.”

 

Financial Highlights for the Fourth Quarter and Full Year Ended December 31, 2025

 

Total assets grew to $370.5 million as of December 31, 2025, up $192.1 million or 108% from $178.4 million at December 31, 2024.

 

It is worth noting that several of our municipality developments sit at zero cost basis on our balance sheet rather than market to market value as they are contributed assets. An as-completed basis appraisal of $1.24 billion reflects a more complete picture of what this portfolio will actually be worth (1).

 

Property and equipment increased to $305.9 million as of December 31, 2025, up 123% from $137.2 million at December 31, 2024.
   
Luxe FireSuiteTM and Aikman Club sales reached $126.1 million for the full year ended December 31, 2025, representing a 62% increase over the $77.7 million generated in fiscal year 2024.
   
Luxe FireSuiteTM sales through the Company’s triple net real estate leaseback model, launched in early 2025, accounted for approximately 25% of total Luxe FireSuiteTM sales for the year, establishing the program as a rapidly emerging flagship ownership pathway.
   
Total revenue of $17.9 million for the full year ended December 31, 2025, compared to $17.8 million for the full year ended December 31, 2024.
   
The Company completed a $14 million sale leaseback of its Colorado Spring parking property in the fourth quarter of 2025 with a related party, generating a development profit of $6.6 million reflecting in the gain on sale of property in operating profits.

 

 

 

 

Operational and Strategic Highlights for Q4 2025 and the Full Year 2025:

 

Venue Development

 

Structural steel rose at both Sunset Amphitheater McKinney, TX (20,000-seat, in the Dallas market) and Sunset Amphitheater Broken Arrow, OK. Subsequent to year end, the 134,000 square foot canopy roof was completed at Broken Arrow, bringing the 12,500-capacity venue on track for a fall 2026 opening, with shows expected to go on sale within the next six to eight weeks.
   
Entered into a letter of intent to develop a multi-season entertainment destination planned for Webster, Texas in the Greater Houston MSA, marking VENU’s entry into one of the nation’s largest and fastest-growing markets.
   
Announced a planned expansion to Centennial, Colorado with a new property acquisition, bringing VENU’s indoor venue brand to the Denver metro market. The first brand in VENU’s portfolio to feature an indoor Luxe FireSuiteTM model. Later, closing on the property in February of 2026 and expecting construction to begin in the coming months.
   
Finalized land acquisition and launched Luxe FireSuiteTM sales for the 12,500 seat Sunset Amphitheater El Paso, TX, backed by an expanded public private partnership with the City of El Paso. The City Council approved an expanded agreement, and the official groundbreaking ceremony was held in November 2025.

 

Content & Experience Innovation

 

Launched an omni content strategy across VENU’s venue portfolio, intending to expand programming beyond traditional concerts to include residencies, AI productions, high end tribute experiences, theatrical productions, and original in- house shows designed to drive year-round venue utilization and fan engagement.
   
Opened the Sunset Hospitality Collection at the Colorado Springs campus in November 2025, anchored by Roth’s Sea & Steak, Brohan’s cocktail lounge, and four luxury private event spaces, representing the Company’s largest and most premium year-round hospitality destination to date.
   
Selected Tixr as the official ticketing and integrated commerce partner across four of VENU’s premium indoor music halls, backed by a capital commitment from Tixr into VENU, bringing a modern unified platform that elevates the fan experience from purchase to arrival.
   
Formed an industry alliance with Billboard, co-launching the inaugural ‘Disruptor Award’ at the Billboard Live Music Summit in Los Angeles, with the debut honor presented to Khalid by J.W. Roth and later awarding to PlaqueBoy Max in January of 2026 at Billboard’s Power 100 during the biggest week in music.

 

 

 

 

Luxe FireSuiteTM & Capital Innovation

 

Delivered full year Luxe FireSuiteTM and Aikman Club sales of $126.1 million, establishing a new annual record and reflecting 62% growth over 2024’s record setting $77.7 million.

 

Posted $17.1 million in March of 2025 Luxe FireSuiteTM sales alone, a single month record at the time, followed by $23 million in sales over a record breaking 60-day window later in the year.

 

The triple net real estate leaseback structure, introduced in mid-2025, surpassed early forecasts and accounted for approximately 25% of annual Luxe FireSuiteTM sales. Demand moved so fast we launched a dedicated national campaign to meet it, all while retaining premium ticket inventory for ongoing revenue generation.
   
Completed a $30 million public offering in August 2025.

 

Team & Leadership

 

Expanded the executive team in 2025 with the additions of Vic Sutter as EVP of Operations and Tommy Ginoza to lead live entertainment programming, while promoting Terri Liebler to President of Growth and Strategy. Subsequent to year end, Vic Sutter was promoted to Chief Operating Officer and Will Hodgson was elevated to President of VENU.
   
Rounding out its executive bench in early 2026, VENU added Sarah Rothschild as Senior Vice President of Strategic Finance and Investor Relations whose career spans MSG Entertainment and Sphere, two of the most recognized names in premium live entertainment.
   
J.W. Roth was accepted into the Forbes Business Council, joined Newsmax, Bloomberg TV, Schwab Network, and Cheddar for live national interviews, was named to Billboard’s 2025 Touring Power Players List, and received his second consecutive VenuesNow All Stars designation.

 

Market Recognition & Brand

 

Rang the NYSE Opening Bell in January 2025, celebrating VENU’s fan founded, fan owned mission on the national stage.
   
Welcomed global artists Niall Horan and Dierks Bentley as VENU shareholders and founding advisory council members, validation from the artist community of VENU’s model and vision.

 

 

 

 

Formed a three-year industry alliance with Billboard, the global music authority, co-launching the inaugural ‘Disruptor Award’ to celebrate artists and innovators pushing the music industry forward
   
Aramark Sports + Entertainment, which first partnered with VENU in June 2025 with an equity investment, expanded the relationship in early 2026 to cover five of our premium venues and made an additional equity investment, a powerful signal of continued conviction in our growth.
   
Partnered with Boston Common Golf, the star-studded TGL team featuring Rory McIlroy, Keegan Bradley, Adam Scott, and Hideki Matsuyama, uniting two brands built around next generation fan engagement and immersive entertainment experiences.
   
In 2025, the VENU story has been covered by some of the most respected names in business and entertainment media, with features in Billboard, Bloomberg, Newsmax, Cheddar, Pollstar, 5280 Magazine, and more. J.W. Roth was featured on the cover of Pollstar Magazine and profiled in 5280 Magazine.

 

Subsequent Events: January through March 2026

 

Closed an $86.25 million capital raise in March 2026, significantly strengthening the Company’s balance sheet, reinforcing its minimal debt strategy, and fueling national expansion. The raise was completed during a period of significant broader market volatility, reflecting strong institutional and retail investor conviction in VENU’s long term growth strategy.
   
Named PepsiCo as the Official Beverage Partner of VENU’s Sunset Amphitheater portfolio in March 2026, with additional venues to follow as VENU expands nationwide.
   
Ford Amphitheater was named to Billboard’s 2026 Top Music Venues List, recognized as the Top West Coast Amphitheater alongside Sphere in Las Vegas, O2 Arena in London, and Allegiant Stadium, a powerful validation of VENU’s premium venue standard heading into a strong 2026 concert season.
   
Roth’s Sea & Steak was recognized among the best wine programs in the Americas, receiving a Silver Star in the Best Newcomer category and a Bronze Star in the Best Medium Sized List category at the Star Wine List of the Year 2026 International Open, further establishing the Sunset Hospitality Collection as a world-class dining destination.
   
Aligned with Dimensional Innovations, the experiential design firm behind Intuit Dome and Mercedes Benz Stadium, further elevating the premium design standard across VENU’s venue portfolio.

 

 

 

 

Conference Call Details

 

Tuesday, March 31, 2026, at 4:30 p.m. Eastern Time
 
USA/Canada Toll-Free Dial-In Number: (800) 715-9871
   
International Toll Dial-In Number: +1 (646) 307-1963
   
Conference ID: 9521412
 
Conference Call Replay - available through March 31, 2027, at https://investors.venu.live

 

Source: Venu Holding Corporation

 

About Venu Holding Corporation

 

Venu Holding Corporation (“VENU”) (NYSE American: VENU) is a premier owner, developer, and operator of luxury, experience-driven entertainment destinations. Founded by Colorado Springs entrepreneur J.W. Roth, VENU has a portfolio of premium brands that includes Ford Amphitheater, Sunset Amphitheaters, Phil Long Music Hall, The Hall at Bourbon Brothers, Bourbon Brothers Smokehouse and Tavern, Aikman Owners Clubs, and Roth’s Sea & Steak. With venues operating and in development across Colorado, Georgia, Oklahoma, and Texas and a nationwide expansion underway, VENU is setting a new standard for live entertainment.

 

VENU has been recognized nationally by The Wall Street Journal, The New York Times, Billboard, VenuesNow, and Variety for its innovative and disruptive approach to live entertainment. Through strategic partnerships with industry leaders such as AEG Presents, NFL Hall of Famer and Founder of EIGHT Elite Light Beer, Troy Aikman, Aramark Sports + Entertainment, Tixr, Niall Horan, and Dierks Bentley. VENU continues to shape the future of the entertainment landscape. For more information, visit VENU’s website, Instagram, LinkedIn, or X.

 

Forward Looking Statements

 

Certain statements in this press release constitute “forward-looking statements” within the meaning of the federal securities laws. Words such as “may,” “might,” “will,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,” “plan,” “intend” or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. While Venu believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward-looking statements are based upon current estimates and assumptions and are subject to various risks and uncertainties, including without limitation those set forth in the company’s filings with the SEC, not limited to Risk Factors relating to its business contained therein. Thus, actual results could be materially different. Venu expressly disclaims any obligation to update or alter statements whether because of new information, future events or otherwise, except as required by law.

 

 

 

 

(1) Appraisal Disclosures

 

These appraisals used the cost basis, income, and comparable sales approaches to valuation and, after reconciliation, came to the appraised values of the properties. These approaches to valuation are commonly used approaches to value for appraisal of commercial properties, as opposed to assigning a valuation on the properties based solely on the cost basis of the properties. The total appraisal for the Colorado Springs campus includes a 5.5-acre parking lot that was later sold through a sale-leaseback transaction in November 2025 for $14 million. At the time of the original appraisal, that parcel was valued at $9.2 million. It is important to understand that the appraisal of VENU’s properties takes into account, among other factors, the valuation of the Company’s real estate and developments at a specific point in time, and the appraised value is subject to (and likely to) change at any time, whether it increases or decreases, and such changes could be caused by macro and micro factors over which we have no control. The appraisal of the property portfolio is only an estimate of its value as to the date of the appraisal and based only on the specific appraisal methodologies and should not be relied upon as a measure of its realized value or the value at which any property could be sold to a third party. Other appraisal methodologies may yield materially different appraised value. Furthermore, the appraised value of the properties differs from the values assigned to it under generally accepted accounting principles in the United Stated (“GAAP”), which require the values of the properties to be valued at their cost basis for financial presentation purposes, and therefore the appraised values represent an unaudited measure that may not represent fair value, as defined under GAAP, and such values and appraisals are not, and will not be, subject to audit or other review procedures by our outside independent accountants.

 

The opinions expressed in the appraisal are based on estimates and forecasts that are prospective in nature and subject to certain risks and uncertainties. Events may occur that could cause the performance of the properties to materially differ from the estimates utilized by the appraiser, such as changes in the economy, interest rates, capitalization rates, the financial strength of the live-music and entertainment industries, and the behavior of event attendees, investors, lenders, and municipalities. The Company reviews each appraisal of its properties to confirm that the information provided to the appraiser is accurately reflected in the appraisal, but it does not validate the methodologies, inputs, and professional judgment utilized by the certified appraiser.

 

Contacts

 

VENU Media and Investor Relations
Chloe Polhamus, cpolhamus@venu.live

 

 

 

 

VENU HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in US Dollars)

 

   As of 
   December 31,   December 31, 
   2025   2024 
ASSETS          
Current assets          
Cash and cash equivalents  $41,306,358   $37,969,454 
Inventories   474,467    225,283 
Prepaid expenses and other current assets   2,546,523    850,951 
Total current assets   44,327,348    39,045,688 
Other assets          
Property and equipment, net   305,947,277    137,215,936 
Intangible assets, net   144,558    211,276 
Operating lease right-of-use assets, net   17,397,009    1,351,600 
Investment in EIGHT Brewing   1,999,999    - 
Investment in related parties   555,262    550,000 
Security and other deposits   183,582    43,015 
Total other assets   326,227,687    139,371,827 
Total assets  $370,555,035   $178,417,515 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Accounts payable  $25,129,485   $7,283,033 
Accrued expenses   27,847,751    3,556,819 
Accrued payroll and payroll taxes   577,360    262,387 
Deferred revenue   1,542,564    1,528,159 
Current portion of convertible debt   -    9,433,313 
Current portion of operating lease liabilities   605,261    364,244 
Current portion licensing liability   223,333    - 
Current portion NNN firesuite liability   1,026,300    - 
Current portion of long-term debt   400,108    2,101,501 
Total current liabilities   57,352,162    24,529,456 
           
Long-term portion of operating lease liabilities   16,886,027    1,020,604 
Long-term licensing liability and other liabilities   8,951,600    7,950,000 
Long-term convertible debt   1,907,530    - 
Long-term NNN firesuite liability   30,038,214    - 
Long-term debt, net of current portion   56,568,151    14,100,217 
Total liabilities  $171,703,684   $47,600,277 
Commitments and contingencies - See Note 16          
Mezzanine Equity          
Contingently Redeemable Convertible Cumulative Series B Preferred Stock, $0.001 par - 1,342 authorized, 675 issued and outstanding at December 31, 2025 and 0 authorized, issued and outstanding at December 31, 2024  $10,125,000   $- 
Stockholders’ Equity          
Common stock, $0.001 par - 144,000,000 authorized, 42,860,764 issued and outstanding at December 31, 2025 and 37,471,465 issued and outstanding at December 31, 2024   42,961    37,472 
Class B common stock, $0.001 par - 1,000,000 authorized, 304,990 issued and outstanding at December 31, 2025 and 379,990 issued and outstanding at December 31, 2024   304    379 
Additional paid-in capital   222,052,687    144,546,368 
Accumulated deficit   (91,454,930)   (47,361,208)
   $130,641,022   $97,223,011 
Treasury Stock, at cost - 752,435 shares at December 31, 2025 and 276,245 shares at December 31, 2024   (7,899,600)   (1,500,076)
Total Venu Holding Corporation and subsidiaries equity  $122,741,422   $95,722,935 
Non-controlling interest   65,984,929    35,094,303 
Total stockholders’ equity  $188,726,351   $130,817,238 
Total liabilities and stockholders’ equity  $370,555,035   $178,417,515 

 

 

 

 

VENU HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in US Dollars)

 

   For the years ended 
   December 31, 
   2025   2024 
Revenues          
Restaurant including food and beverage revenue, net  $9,773,696   $10,828,972 
Event center ticket and fees revenue, net   6,045,286    4,648,478 
Rental and sponsorship revenue, net   2,078,064    2,356,933 
Total revenues, net  $17,897,046   $17,834,383 
Operating costs          
Food and beverage   2,379,204    2,409,133 
Event center   3,575,159    2,554,606 
Labor   4,658,088    4,383,505 
Rent   1,838,238    1,361,787 
General and administrative   36,954,414    18,832,115 
Equity compensation   15,345,687    12,015,133 
Depreciation and amortization   6,177,692    3,656,229 
Total operating costs  $70,928,482   $45,212,508 
           
Gain on sale of property ($6,608,315 gain from related party transaction)   6,896,983    - 
           
Loss from operations  $(46,134,453)  $(27,378,125)
           
Other income (expense), net          
Interest expense, net   (4,582,602)   (3,201,230)
Other expense   (199,168)   (2,500,006)
Other income   135,000    130,387 
Total other income (expense), net   (4,646,770)   (5,570,849)
           
Net loss  $(50,781,223)  $(32,948,974)
           
Net loss attributable to non-controlling interests   (6,687,501)   (2,609,219)
Net loss attributable to Venu   (44,093,722)   (30,339,755)
Preferred stock dividend   223,875    - 
Net loss attributable to common stockholders  $(44,317,597)  $(30,339,755)
           
Weighted average number of shares of Class B common stock, outstanding, basic and diluted   363,552    724,629 
Basic and diluted net loss per share of Class B common stock  $(1.10)  $(0.86)
           
Weighted average number of shares of Class C common stock, outstanding, basic and diluted   -    6,758,034 
Basic and diluted net loss per share of Class C common stock  $-   $(0.86)
           
Weighted average number of shares of Class D common stock, outstanding, basic and diluted   -    16,319,014 
Basic and diluted net loss per share of Class D common stock  $-   $(0.86)
           
Weighted average number of shares of Common stock, outstanding, basic and diluted   39,981,214    11,642,944 
Basic and diluted net loss per share of Common stock  $(1.10)  $(0.86)

 

 

 

 

VENU HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in US Dollars)

 

   For the years ended December 31, 
   2025   2024 
Net loss  $(50,781,223)  $(32,948,974)
Adjustments to reconcile net loss to net cash provided by operating activities:          
Gain on sale of property ($6,608,315 gain from related party transaction)   (6,896,983)   - 
Equity issued for interest on debt   1,168,304    766,920 
Equity based compensation   15,067,787    12,015,133 
Equity issued for services   277,900    - 
Amortization of debt discount   916,681    2,917,989 
Noncash lease expense   532,187    498,808 
Depreciation and amortization   6,177,692    3,656,229 
Noncash financing expense   -    2,500,000 
Project abandonment loss   -    668,403 
Noncash interest and debt discount   275,514    - 
Changes in operating assets and liabilities:          
Inventories   (249,184)   (39,537)
Prepaid expenses and other current assets   (1,695,572)   (641,736)
Security and other deposits   (140,567)   332,889 
Accounts payable   17,846,452    4,694,025 
Accrued expenses   24,067,057    2,858,450 
Accrued payroll and payroll taxes   314,973    (69,070)
Deferred revenue   14,405    764,078 
Operating lease liabilities   (471,156)   (465,890)
Licensing liability   1,224,933    6,250,000 
Net cash provided by operating activities   7,649,200    3,757,717 
Cash flows from investing activities          
Purchase of property and equipment   (141,655,251)   (72,483,650)
Investment in EIGHT Brewing   (1,999,999)   - 
Investment in related party   (5,262)   - 
Proceeds from sale of 13141 BP   2,627,990    - 
Proceeds from gain on sale of property - related party   7,600,000    - 
Net cash acquired from acquisition of 13141 BP   -    74,085 
Net cash used in investing activities   (133,432,522)   (72,409,565)
Cash flows from financing activities          
Receipt of convertible promissory note   18,000,000    - 
Receipt of short-term promissory note   -    (10,000)
Proceeds from NNN firesuite liability   30,789,000    - 
Proceeds from municipality promissory note   -    6,200,000 
Proceeds from issuance of Contingently Redeemable Convertible Cumulative Series B Preferred Stock   10,125,000    - 
Proceeds from issuance of shares   33,074,101    31,960,250 
IPO issued   -    12,654,100 
Proceeds from exercise of warrants   345,100    52 
Proceeds from sale of non-controlling interest equity   42,046,443    38,463,367 
Acquisition of treasury stock   -    (1,500,000)
Principal payments on long-term debt   (382,750)   (313,136)
Payment of promissory note   (2,000,000)   - 
Payment for personal guarantee on convertible debt   -    (100,000)
Distributions to non-controlling shareholders   (2,876,668)   (934,435)
Net cash provided by financing activities   129,120,226    86,420,198 
Net increase in cash and cash equivalents   3,336,904    17,768,350 
Cash and cash equivalents, beginning   37,969,454    20,201,104 
Cash and cash equivalents, ending  $41,306,358   $37,969,454 
Supplemental disclosure of non-cash operating, investing and financing activities:          
Cash paid for interest  $621,391   $406,483 
Cash paid for income taxes  $-   $- 
Property acquired via promissory note  $42,918,071   $- 
Right-of-Use Assets obtained in exchange for operating lease liabilities  $16,498,944   $471,476 
Conversion of convertible debt and interest to common equity  $25,000,318   $- 
Debt discounts - warrants  $1,210,926   $3,000,140 
Accrued preferred stock dividends  $223,875   $- 
Acquisition of treasury stock from sale of property - related party  $6,400,000   $- 
Property acquired via convertible debt  $-   $10,000,000 
Property acquired via short-term promissory note  $-   $2,000,000 
Land returned in exchange for termination of promissory note payable  $-   $3,267,000 
Debt discount - suite granted to lender  $-   $200,000 
Equity issued for origination fee  $-   $100,000 

 

 

 

FAQ

How did VENU (VENU) perform financially in 2025?

Venu generated 2025 revenue of $17.9 million, roughly flat versus $17.8 million in 2024, but its net loss widened to $50.8 million from $32.9 million. Higher operating costs and equity compensation drove the larger loss despite growth in Luxe-related sales.

How much did VENU’s total assets grow in 2025?

Venu’s total assets increased to $370.6 million at December 31, 2025, up 108% or $192.1 million from $178.4 million at year-end 2024. The increase was mainly driven by higher property and equipment balances associated with venue development projects.

What were VENU’s Luxe FireSuite and Aikman Club sales in 2025?

Luxe FireSuite and Aikman Club sales reached $126.1 million for the year ended December 31, 2025, up 62% from $77.7 million in 2024. About 25% of Luxe FireSuite sales used the triple net real estate leaseback model launched in early 2025.

Did VENU raise additional capital after year-end 2025?

Yes. Between January and March 2026, Venu closed an $86.25 million capital raise. Management highlights this as significantly strengthening the balance sheet, reinforcing a minimal debt strategy, and providing funding for continued national expansion amid broader market volatility.

How much debt and other obligations does VENU have?

At December 31, 2025, Venu reported $56.6 million in long-term debt, a $30.0 million long-term NNN firesuite liability, $1.9 million in long-term convertible debt, and $10.1 million of contingently redeemable Series B preferred stock, alongside operating lease liabilities.

What was VENU’s operating cash flow and investment spending in 2025?

Venu generated $7.6 million of net cash from operating activities in 2025, benefiting from working capital changes and non-cash items. It invested heavily, using $133.4 million of cash in investing activities, mainly for $141.7 million of property and equipment purchases.

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