Venu Holding Corp 8-K

What Happened

• Venu Holding Corporation announced two material actions in an 8-K filed Feb 5, 2026. On Jan 30, 2026 the Company waived a provision of its Insider Trading Policy (part of its Code of Business Conduct and Ethics) to allow the Company’s Chief Executive Officer and Chairman to purchase the Company’s common stock on the open market following the Company’s Jan 27, 2026 release of preliminary unaudited financial estimates for the three months and year ended Dec 31, 2025.
• On Feb 3, 2026 the Company assigned its rights under a previously disclosed Purchase and Sale Agreement to its subsidiary, Hall at Centennial, LLC, and the subsidiary closed on the purchase of a Centennial, Colorado property (the “Centennial Property”).

Key Details

• Purchase price for the Centennial Property: approximately $12,612,000.
• Payment structure: combination of cash and a promissory note from the Company to Old Mill, LLC of approximately $7,758,000 bearing interest at 4.5% per annum.
• Subsidiary bridge loan: promissory note of $4,350,000 at 7.75% interest, maturing in early May 2026; proceeds used to meet cash closing obligations, pay off Old Mill’s existing loan on the property, and cover certain outstanding taxes.
• Security and guarantees: the bridge loan is secured by a first‑priority deed of trust on the Centennial Property and is guaranteed by Venu Holding Corp and personally guaranteed by the Company’s CEO and Chairman.

Why It Matters

• The land acquisition increases Venu’s assets and ties significant near-term financing to the Centennial Property; the $4.35M bridge loan matures in early May 2026, creating a near-term repayment or refinance obligation for the subsidiary and guarantors.
• The Company’s guarantee of the bridge loan and the CEO’s personal guarantee create additional contingent obligations for the company and signal management’s direct involvement in the transaction.
• The Insider Trading Policy waiver allowed an insider stock purchase immediately after the Company released preliminary financial estimates; investors may view this as relevant to insider sentiment and governance disclosure.