Venu Holding Corp
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
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FY2025 · Filed Mar 31, 2026
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Part I
As used in this Annual Report on Form 10-K (this “Annual Report”), unless the context otherwise requires, references to “we,” “us,” “our,” “the Company,” and “Venu” refer to Venu Holding Corporation and its subsidiaries, and references to “Common Stock” refer to the Company’s common stock, $0.001 par value per share. The information that follows may contain forward-looking statements, which involve various risks and uncertainties, including those identified in Item 1A (Risk Factors) of this Annual Report, and are qualified as indicated under “Cautionary Note Regarding Forward-Looking Statements” below. All of the discussion and analysis in this Annual Report should be read with, and is qualified in its entirety by, the Consolidated Financial Statements and related notes included in this Annual Report. Our website address is https://venu.live.
Cautionary Note Regarding Forward-Looking Statements
This Annual Report contains forward-looking statements regarding future events and the Company’s future results. These statements are based on current expectations, estimates, forecasts, and projections about the industry in which the Company operates and the beliefs and assumptions of the Company’s management. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “continues,” “could,” “would,” “should,” “will,” “may,” variations of such words, and similar expressions of a forward-looking nature are intended to identify such forward-looking statements. In addition, any statements that refer to projections of the Company’s future financial performance, the Company’s anticipated growth and potential in its business, and other characterizations of future events or circumstances are forward-looking statements. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict, including those identified in the “Risk Factors” section of this Annual Report and elsewhere herein.
Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements, and readers are cautioned not to place undue reliance upon such statements in making an investment decision. The Company disclaims any obligation to update factors or to announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.
In addition, statements such as “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Annual Report and, although we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted a thorough inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. You should carefully read the factors set forth in the “Risk Factors” section in this Annual Report, and other cautionary statements made throughout this Annual Report, and you should interpret such factors and cautionary statements as being applicable to all forward-looking statements wherever appearing in this Annual Report. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances, or otherwise, unless required by law. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.
Summary of Risk Factors
Our business is subject to a number of risks, of which you should be aware. These risks are discussed more fully in the “Risk Factors” section of this Report. These risks include, but are not limited to, the following:
| ● | Venu will require additional capital to support its business plan and potential growth, and this capital might not be available on favorable terms, or at all. |
| ● | Venu has incurred net losses and anticipates that it will continue to incur net losses for the near-term future and may never achieve profitability. |
| ● | Venu’s business plan is based on numerous assumptions and estimates that may not prove accurate. |
| ● | Venu’s debt obligations may adversely affect cash flow and impose restrictions on Venu’s ability to operate its business. |
| ● | Venu faces risks related to material weaknesses in its internal control over financial reporting, and there are inherent limitations on the effectiveness of the controls and procedures that it implements. Venu’s failure to remediate such material weaknesses could adversely affect its ability to report its financial condition and results of operations in a timely and accurate manner. |
| ● | Certain subsidiaries of Venu that own, or are expected to own, key real property assets are not wholly owned, and as a result, third parties have rights in certain assets and operations of those subsidiaries. |
| ● | The agreements specifying the terms of Venu’s public-private partnerships with local municipalities impose various conditions, obligations, restrictions, and covenants related to Venu’s ownership, use, development, and operation of the properties it acquires and the venues it constructs. Venu’s failure to comply with such restrictions could subject Venu to various consequences, ranging from the payment of monetary fees to the clawback of purchased property, any of which could have a materially adverse impact on Venu’s business and financial condition. |
| ● | Venu’s ability to open new amphitheaters and venues on schedule and in accordance with targets may be adversely affected by delays or problems associated with acquisition and construction delays, and by other factors, some of which are beyond Venu’s control. |
| ● | The success of Venu’s amphitheater and venue projects depends on the popularity of guest experiences at those venues, as well as Venu’s ability to attract advertisers, marketing partners, operating partners, audiences, and artists to concerts or other events at those locations. If The Sunset Amphitheater and other venues owned by Venu do not appeal to customers, or if Venu is unable to attract advertisers and marketing partners, there will be a material negative effect on the Company’s business and results of operations. |
| ● | Venu’s construction of its first outdoor amphitheater project in Colorado Springs required, and future amphitheater facilities that Venu intends to open will require, significant capital investments by Venu with no assurance that the venues will be successful. |
| ● | Venu has not finalized certain plans and specifications for many of its proposed new venue locations, and as a result Venu’s costs may be higher than anticipated, resulting in possible additional capital requirements, additional debt, or less favorable operating results than projected. |
| ● | Venu may suffer project delays, increased costs, and financial losses if city councils or other local governmental bodies oppose Venu’s land-purchase and venue-construction proposals or reject purchase and development agreements that Venu has negotiated with other regulatory bodies within a given city. |
| ● | Potential development and construction delays could cause Venu’s estimate of future income, expenses, and development costs to be inaccurate. |
| ● | The success of Venu’s business operations depends in part on its ability to acquire, develop, lease, and maintain live-music venues, and if it is unable to do so on acceptable terms, or at all, its results of operations could be adversely affected. |
| ● | Venu’s reliance on third-party operators to manage and operate Ford Amphitheater and future amphitheater locations exposes Venu to risks, including profit sharing, limited operational control, non-compete restrictions, indemnification obligations, and potential disruptions from the termination or renewal of operating agreements. |
| ● | If Venu fails to execute its business strategy, which includes identifying, acquiring, and then developing new restaurants, amphitheaters, and entertainment venue locations, and opening locations that are profitable, Venu’s business could suffer. |
| ● | Expansion into new geographic markets may present increased risks due to relative unfamiliarity with these markets. |
| ● | The catastrophic loss of a facility could adversely affect business. |
| ● | Venu’s operational costs may be greater than projected due to factors beyond Venu’s control that slow project development and may adversely impact Venu’s profitability. |
| ● | Venu’s restaurants and live-music venues face intense competition, and if Venu is unable to continue to compete effectively, its business, financial condition, and results of operations would be adversely affected. |
| ● | Venu may face challenges in building name recognition, developing its reputation, and protecting its brand and reputation from adverse events that may not be within Venu’s control, which could adversely impact its expansion efforts, its operating results, and its ability to attract talented performers, generate audience enthusiasm, sell tickets, and generate revenue from its venues. |
| ● | The entertainment business in which Venu operates is highly sensitive to customer tastes. The success of Venu’s business depends on Venu’s (and its contractual partners’) ability to attract popular artists and other live events to its venues. Venu and its partners may be unable to book events that generate demand, or anticipate or respond to changes in consumer preferences, which may result in decreased attendance at concerts and events hosted at Venu’s venues. |
| ● | Venu’s success depends, in significant part, on entertainment and leisure events and economics, and other factors adversely affecting such events could have a material adverse effect on our business, financial condition, and results of operations. |
| ● | Venu’s business depends on discretionary consumer and corporate spending, which may be impacted by market volatility and challenging economic conditions. |
| ● | Portions of Venu’s business are subject to seasonal fluctuations, and its operating results and cash flow likely will vary from period to period. |
| ● | Poor weather adversely affects attendance at live music events, which could negatively impact Venu’s financial performance from period to period. |
| ● | There is a risk of personal injuries and accidents in connection with live music events, which could subject Venu to personal injury or other claims and increase expenses, as well as reduce attendance at its live music events, causing a decrease in revenue. |
| ● | The sale of food and prepared food products for human consumption involves a risk of injury to customers. |
| ● | The price and availability of food, ingredients, retail merchandise, transportation, distribution, and utilities used by Venu’s venues could adversely affect revenues and results of operations. |
| ● | Venu is subject to extensive governmental regulation and changes in these regulations and its failure to comply with them may have a material negative effect on the Company’s business and results of operations. |
| ● | Zoning and governmental approvals could hinder, delay, or completely inhibit Venu’s ability to own, develop, lease, and construct upon the real estate upon which it intends to build new restaurants and venues. |
| ● | Venu’s ability to meet labor needs while controlling costs is subject to external factors such as unemployment levels, minimum wage legislation, health care legislation, payroll taxes and changing demographics. |
| ● | The regulatory environment surrounding information security and privacy is increasingly demanding, with the frequent imposition of new and constantly changing requirements. |
| ● | Venu was previously engaged in litigation related to its construction and operation of Ford Amphitheater in a lawsuit that was ultimately dismissed. Venu is also currently facing litigation related to alleged unlawful noise pollution from Ford Amphitheater. Venu may face similar lawsuits in other municipalities where it is constructing, or plans to construct, Sunset Amphitheaters. |
| ● | We may, from time to time, be subject to legal proceedings, regulatory inquiries, investigations, or claims that could adversely affect our business. |
| ● | If certain communications used to market certain exempt offerings of membership interests conducted by the Company’s subsidiaries are deemed to have been an “offer” in violation of Section 5 of the Securities Act with respect to any public offering that the Company conducts, the Company may be subject to certain claims for rescission by investors that participate in the public offering. |
| ● | Any failure by Venu or its subsidiaries to comply with private offering exemption requirements could result in, among other things, rescission rights that could adversely affect the Company as a whole. |
| ● | Use of social media and influencers may adversely affect our reputation or subject us to fines or other penalties. |
| ● | A material disruption in information technology, network infrastructure, and telecommunication systems could adversely affect our business and results of operations. |
| ● | A privacy breach or cybersecurity attack could adversely affect Venu’s business and operations. |
| ● | Data security incidents and the unauthorized access, use, or disclosure of personal or sensitive information could adversely affect our business, damage our reputation, and give rise to liabilities. |
| ● | Failure to maximize or to successfully protect and assert Venu’s intellectual property rights could adversely affect business and results of operations. |
| ● | We may be subject to claims that we infringed upon certain third-party intellectual property rights, which, even if meritless, could be costly to defend and could adversely affect our business, results of operations, financial condition, and prospects. |
| ● | Venu is involved in a number of related-party transactions. |
| ● | Venu is dependent on its key personnel and will need to hire additional personnel. Venu’s hiring abilities may be strained by current employment trends and economic conditions. |
| ● | Venu’s officers, directors, and principal shareholders collectively own a substantial portion of Venu’s Common Stock. |
| ● | Venu’s officers and directors do not owe a duty of exclusivity to Venu. |
| ● | Venu is dependent on attracting and retaining qualified employees while also controlling labor costs. |
| ● | Global economic and market uncertainty may adversely impact Venu’s business and operating results. |
| ● | Venu and its venues may be adversely affected by the occurrence of extraordinary events, such as terrorist attacks or disease epidemics. |
| ● | Health concerns, government regulation relating to the consumption of food products, and widespread infectious diseases could impact consumer preferences and negatively affect results of operations. |
| ● | The stock price of Venu’s Common Stock may be volatile or may decline regardless of our operating performance. |
| ● | We do not expect to pay dividends in the foreseeable future. Any return on investment may be limited to the value of Venu’s Common Stock. |
| ● | Widespread market volatility and fluctuations in the share price of Venu’s Common Stock could expose us to costly securities litigation. |
| ● | Our ability to use our net operating loss carry-forwards and certain other tax attributes may be limited. |
| ● | Our Articles of Incorporation permit “blank check” Preferred Stock, which can be designated by our Board of Directors without shareholder approval. |
| ● | Certain provisions in our Governance Documents could make a merger, acquisition, other change in control, tender offer, or proxy contest more difficult and may prevent shareholder attempts to replace or remove our current management, which could depress the trading price of our Common Stock. |
| ● | Certain limitation-of-liability and indemnification provisions in our Governance Documents may discourage shareholders from bringing a lawsuit against our directors and officers for breaches of their fiduciary duties, may reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit the Company and other shareholders, and may adversely impact shareholders’ investments to the extent that the Company pays the costs of settlement and damage awards against directors and officers as required by these indemnification provisions. |
| ● | If securities analysts do not publish research or reports, or publish unfavorable research or reports, about us, our business, our Common Stock, or our market, the price of shares of our Common Stock and our trading volume could decline. |
| ● | Shareholders’ ownership interest may be diluted significantly through our efforts to obtain financing and satisfy obligations through issuance of additional shares. |
| ● | A significant portion of our total outstanding shares of Common Stock are eligible to be sold into the market in the near future, including pursuant to Rule 144, which could cause the market price of our Common Stock to drop significantly, even if our business is doing well. |
| ● | The financial and operational projections that we may make from time to time are subject to inherent risks. |
| ● | If we fail to establish and maintain an effective system of internal control or disclosure controls and procedures are not effective, we may not be able to report our financial results accurately and timely or to prevent fraud. Any inability to report and file our financial results accurately and timely could harm our reputation and adversely impact the trading price of our Common Stock. |
| ● | We are an “emerging growth company” and a “smaller reporting company,” and the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies may make our Common Stock less attractive to investors. |
| ● | Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud. |
| ● | Future changes in financial accounting standards or practices may cause adverse and unexpected revenue fluctuations and adversely affect our reported results of operations. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.