Venu Holding Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
On November 4, 2025, Notes Live Real Estate, LLC (“NLRE”), a wholly owned subsidiary of Venu Holding Corporation (the “Company”), effected a sale-leaseback transaction involving an approximately 5.5-acre parcel of property that is used as the site of the primary parking structure for the Company’s Ford Amphitheater (the “Property”) by entering into a Real Estate Purchase and Sale Agreement (the “Purchase Agreement”) with Belmont Manor Apartments, LLC (the “Purchaser”). The Purchaser is wholly owned by a significant shareholder of the Company. Under the Purchase Agreement, NLRE agreed to sell the Property to the Purchaser for a purchase price of $14,000,000 (the “Purchase Price”). The Purchase Price was delivered by the Purchaser to NLRE through a combination of $7,600,000 in cash along with shares of the Company’s common stock valued at $6,400,000 that were held by the Purchaser (or an affiliate thereof), which the Company intends to retire into treasury. The closing of the sale of the Property occurred on November 5, 2025 (the “Closing Date”).
As a closing obligation of the Purchase Agreement, the Parties also entered into a Ground Lease pursuant to which the Purchaser, as landlord, will lease the Property back to NLRE to allow for the continued use of the Property for parking. Annual base rent is initially $1,050,000 and due in monthly installments, with the annual base rent subject to an annual escalator starting on the first anniversary of the lease. The Purchase Agreement contains a repurchase option pursuant to which NLRE will have the option to purchase the Property from the Purchaser for a fixed price at any time during the three-year period following the Closing Date. In addition to the terms described above, the Purchase Agreement contains other customary terms and conditions, including provisions related to the sale and acquisition of the Property on an “as is” and “where is” basis, the allocation of closing costs, tax prorations, casualty and condemnation of the Property, events of default, and customary representations and warranties.
The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Real Estate Purchase and Sale Agreement dated November 4, 2025, between Notes Live Real Estate, LLC, and Belmont Manor Apartments, LLC | |
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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: November 10, 2025 | By: | /s/ J.W. Roth |
| J.W. Roth | ||
| Chief Executive Officer and Chairman | ||