Venu Holding Corp 8-K

What Happened

• Venu Holding Corp (VENU) filed an 8‑K reporting a January 5, 2026 amendment to its June 2025 binding letter of intent (LOI) with Aramark Sports and Entertainment Services, LLC. Under the LOI amendment, Aramark will provide exclusive food, beverage, catering, concession, retail, custodial, grounds and facility maintenance services at two additional Venu amphitheaters (El Paso and greater Houston) on the same terms as prior locations.
• Aramark committed to purchase an additional 667 shares of the Company’s Series B 4% Cumulative Convertible Preferred Stock for a total of $10,005,000 (333 shares for $4.995M by January 20, 2026; 334 shares for $5.010M on October 15, 2026). Venu filed a Certificate of Designation amendment on January 6, 2026 increasing Series B authorized shares from 675 to 1,342 to permit the issuance. The parties also clarified that existing registration rights cover these additional shares subject to specified conditions.

Key Details

• Additional equity investment: $10,005,000 for 667 Series B preferred shares (payments due Jan 20, 2026 and Oct 15, 2026).
• Certificate amendment filed Jan 6, 2026 increased Series B shares from 675 to 1,342.
• Exclusive services term for the two added facilities begins on each facility’s opening and ends 10 years from the earliest opening date of the Company’s Broken Arrow or McKinney amphitheaters.
• Shares to be sold under Section 4(a)(2) exemption; Aramark represented it is an accredited investor. Registration filing obligations for converted/common shares are limited and triggered only under certain conditions related to Rule 144 eligibility.

Why It Matters

• This transaction brings immediate and near‑term equity capital to Venu (an additional $10.005M) and strengthens a commercial relationship with a major venue services provider, potentially ensuring operational continuity at multiple amphitheaters.
• Investors should note potential dilution risk if Series B preferred shares are converted into common stock, and that Aramark’s exclusivity and right of first refusal while it holds these shares could affect Venu’s vendor options for future venues.
• The filing clarifies registration and resale limits, indicating the additional shares were issued in a private placement and that public resale of any converted common shares depends on future eligibility under securities rules.