Entry into a Material Definitive Agreement. On August 16, 2026 (the “ Effective Date ”), Venu Holding Corporation (the “ Company ”) entered into a Binding Term Sheet (the “ Term Sheet ”) with Hipgnosis Artist Holdings LLC (“ HAH ”), Welcome to the Machine LLC (“ WTTM ”; together with HAH, the “ Target Entities ”), and the sole member and interest owner of the Target Entities, Merck Mercuriadis (the “ Owner ”; together with the Target Entities and the Company, the “ Parties ”). The Parties ent…

Results of Operations and Financial Condition. On August 13, 2026, Venu Holding Corporation issued a press release summarizing its second-quarter 2026 and half-year 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. 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 A…

Entry into a Material Definitive Agreement. On August 3, 2026, Venu Holding Corporation (the “ Company ”) executed and entered into a Ticketing Agreement (the “ Agreement ”) with Ticketmaster L.L.C. (“ Ticketmaster ”; together with the Company, the “ Parties ”). Under the Agreement, Ticketmaster will serve as the exclusive ticketing agent for the Company, subject to the terms and conditions set forth in the Agreement. The following description summarizes certain material terms of the Agreemen…

Entry into a Material Definitive Agreement. Securities Purchase Agreement On July 31, 2026 (the “ Issuance Date ”), Venu Holding Corporation (the “ Company ”) entered into a Securities Purchase Agreement (the “ Purchase Agreement ”) with an institutional investor (the “ Purchaser ”) in connection with the issuance and sale by the Company of an aggregate of $25,000,000 in original principal amount of Senior Secured Convertible Debentures (the “ Debentures ”) to the Purchaser, which are convert…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Entry into a Material Definitive Agreement. On July 21, 2026 (the “ Execution Date ”), Sunset Operations at Broken Arrow, LLC (“ Sunset ”), a wholly owned subsidiary of Venu Holding Corporation (the “ Company ”), executed and entered into a Consulting and Management Agreement (the “ Agreement ”) with Legends Global Theater Management, LLC (“ Legends ”; together with Sunset, the “ Parties ”) in connection with the amphitheater being developed by the Company in Broken Arrow, Oklahoma (“ The Sun…

Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant. The information set forth under

Entry into a Material Definitive Agreement. On July 17, 2026 (the “ Closing Date ”), Venu Holding Corporation (the “ Company ”), together with certain of its subsidiaries named as guarantors (the “ Guarantors ”), entered into a Secured Promissory Note and Guaranty Agreement (the “ Note ”) with Ryan, LLC (the “ Lender ”) in connection with the financing of a short-term bridge loan (the “ Bridge Loan ”). Pursuant to the Note, the Lender agreed to provide the Company with a secured Bridge Loan i…

to the extent relevant. The collateral securing the Company’s obligations under the Pueblo Facility includes the SHC Property, which is also included as Collateral under the Note. Pursuant to the Loan Modification, the Pueblo Facility was amended to: (i) expand the definition of “Permitted Liens” to include all other liens of any kind or nature granted by the Company to any other party and to clarify that, within the definition of “Permitted Liens,” any liens expressly permitted by Pueblo in…

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…

Unregistered Sales of Equity Securities. The Warrants described in

Entry into a Material Definitive Agreement. Purchase and Sale Agreement 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 ”). Pursuant to the PSA, on the Closing Date, the Subsidiary sold approximately 9.5 acres of land…

Other Events. In May 2026, the form of the Company’s relationship with AEG Presents — Rocky Mountains, LLC, the operator of the Ford Amphitheater (“ AEG Presents ”), and the contractual arrangements governing the operations and lease of the Ford Amphitheater were restructured (the “ Restructuring ”) by AEG Presents and certain of the Company’s wholly-owned subsidiaries, including SunsetAmp, Sunset Operations LLC (“ SunsetOps ”), and Notes Live Foundation, a non-profit organization operating u…

Termination of a Material Definitive Agreement. The information set forth in

Results of Operations and Financial Condition. On May 15, 2026, Venu Holding Corporation issued a press release summarizing its first-quarter 2026 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. 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 ame…

Entry into a Material Definitive Agreement. On May 8, 2026, Sunset at Chattanooga, LLC (“ Purchaser ”), a wholly owned subsidiary of Venu Holding Corporation (the “ Company ”), entered into a Purchase and Sale Agreement (the “ Purchase Agreement ”) with West End Property, LLC and WE SPE III, LLC (collectively, “ Seller ”) to acquire an approximately 15-acre parcel of real property in Chattanooga, Tennessee (the “ Property ”). After closing on the acquisition of the Property, the Company throu…

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, i…

Entry into a Material Definitive Agreement. On March 8, 2026, Venu Holding Corporation (the “ Company ”) entered into an underwriting agreement (the “ Underwriting Agreement ”) with ThinkEquity LLC, as representative of the underwriters named therein (the “ Representative ”), in connection with the public offering (the “ Offering ”) of 14,340,000 shares of the Company’s common stock, par value $0.001 per share (“ Common Stock ”), and pre-funded warrants to purchase up to 4,410,000 shares of C…

Other Events. On February 3, 2026, the Company entered into an Assignment of Purchase and Sale Agreement with Hall at Centennial, LLC, a subsidiary of the Company (the “ Subsidiary ”), pursuant to which the Company assigned its right, title, and interest in the previously disclosed Purchase and Sale Agreement between the Company and Old Mill, LLC (“ Old Mill ”) to the Subsidiary. Following such assignment, on February 3, 2026, the Subsidiary closed on the purchase of land in Centennial, Color…

Results of Operations and Financial Condition. On January 27, 2026, Venu Holding Corporation (the “ Company ”) issued a press release announcing certain preliminary estimates of unaudited selected financial data for the three months and year ended December 31, 2025. The preliminary financial estimated results are based on currently available information and do not present all information necessary for an understanding of the Company’s financial condition as of, and its results and operations…

Chief Operating Officer — Vic Sutter: Vic Sutter was promoted to Chief Operating Officer from his previous role as Executive Vice President of Operations.

Entry into a Material Definitive Agreement. The information set forth under

Unregistered Sales of Equity Securities The information set forth under

Entry into a Material Definitive Agreement. On December 10, 2025, Venu Holding Corporation (the “ Company ”) entered into an Operator Agreement (the “ Agreement ”) with Live Nation Worldwide, Inc. (“ Live Nation ”; together with the Company, the “ Parties ”) in connection with the amphitheater being developed by the Company in McKinney, Texas (“ The Sunset McKinney ”). Under the Agreement, the Company agreed to lease the premises on which The Sunset Amphitheater is being developed (the “ Prem…

Other Events. On November 18, 2025, the Board of Directors of Venu Holding Corporation (the “ Company ”) authorized the repurchase of up to $10 million (exclusive of fees and commissions) of outstanding shares of the common stock, par value $0.001 per share (the “ Common Stock ”), of the Company (the “ Share Repurchase Program ”). The Share Repurchase Program expires on December 31, 2026. Repurchases under the Share Repurchase Program may be made from time to time through open-market repurcha…