🧾 What This Document Is

This is an 8-K filing, which is a report of major company events that investors should know about. Attached is a press release (Exhibit 99.1) detailing Venu Holding's full-year and fourth-quarter results for 2025. Think of it as a major update call to the market, sharing both financial numbers and big strategic news.

🏢 What The Company Does

In simple terms, Venu builds and runs high-end, premium live entertainment venues. They're not just concert halls; they are developing massive amphitheaters and luxury hospitality destinations with features like "Luxe FireSuiTes™" (premium suites). Their "more than music" strategy aims to fill these venues year-round with residencies, events, and immersive experiences.

👉 Why it matters: They are in an aggressive growth phase, pouring money into building new venues across states like Texas, Oklahoma, and Colorado, while also innovating their business model.

💰 Financial Highlights: The Growth Story

The numbers show a company scaling up its assets at a breakneck pace, while still investing heavily (and operating at a loss).

• 🚀 Balance Sheet Explosion: Total assets more than doubled to $370.5 million by the end of 2025, up $192.1 million (+108%) from 2024. This is driven by construction spending.
• 🏗️ Property & Equipment: This is the biggest asset. It grew to $305.9 million, up 123% from $137.2 million. This reflects the steel going up at their new amphitheaters.
• 💸 Record Suite Sales: Their signature product, Luxe FireSuiTes™ and Aikman Club memberships, hit a record $126.1 million in sales for 2025, a 62% increase over 2024. A new "triple net leaseback" model launched in 2025 made up ~25% of these sales.
• 📉 Revenue & Profit: Total revenue was $17.9 million, nearly flat from 2024. However, the company reported a net loss of $50.8 million for 2025, wider than the $32.9 million loss in 2024. This loss is primarily due to massive general and administrative ($37.0M) and equity compensation ($15.3M) costs associated with rapid expansion.

👉 Why it matters: The story here isn't about current profits. It's about building a massive asset base. The company is spending heavily now to construct venues it believes will generate big returns later.

🚀 Key Moves: Building The Empire

VENU was incredibly active in 2025. Here’s what they built and announced:

• Venue Construction: Structural steel went up at their Sunset Amphitheaters in McKinney, TX (20,000 seats) and Broken Arrow/Tulsa, OK (12,500 seats). The Tulsa venue's roof is complete, targeting a Fall 2026 opening.
• New Markets: They announced plans for venues in Webster, TX (Houston area) and Centennial, CO (Denver area).
• Public-Private Partnerships: Broke ground on a 12,500-seat Sunset Amphitheater in El Paso, TX with city support.
• Hospitality Launch: Opened the Sunset Hospitality Collection in Colorado Springs, featuring the steakhouse Roth's Sea & Steak.
• Capital Raise: Completed a $30 million public offering in August 2025.

📦 Financial Position: Debt & Equity

The funding for this growth is coming from a mix of selling suites, taking on new debt, and bringing in partners.

• Debt: Total liabilities jumped to $171.7 million (from $47.6M in 2024). This includes new long-term debt and a sizable $30 million "NNN firesuite liability" related to their new leaseback model.
• Equity: Stockholders' equity grew to $188.7 million. This was boosted by selling shares and issuing new Series B Preferred Stock ($10.1M).
• Cash: They ended the year with $41.3 million in cash, up slightly from $38.0M. However, they burned through cash on construction ($141.7M spent on property/equipment).

🔄 Cash Flow Story: Where The Money Went

The cash flow statement shows the engine of growth in action.

• Operating Activities: Despite the big net loss, cash from operations was actually positive $7.6 million. This is a key positive signal, helped by changes in payables and accrued expenses.
• Investing Activities: This is where the growth spending is visible. The company used $133.4 million in cash for investing, almost entirely for purchasing property and equipment ($141.7M).
• Financing Activities: To pay for all this, they raised $129.1 million from financing. This came from:
  • Proceeds from their suite liability program ($30.8M)
  • Issuing preferred stock ($10.1M)
  • Issuing common shares ($33.1M)
  • Selling non-controlling interests in projects to partners ($42.0M)

👉 Why it matters: VENU is using investor capital and partner funding to fuel its construction. The fact that operations generated positive cash flow while losing money on paper is an important early sign of operational viability.

🔮 What's Next: 2026 and Beyond

The company's momentum is carrying straight into 2026 with major announcements made after the year-end.

• Massive Capital Raise: Closed an $86.25 million raise in March 2026, showing strong investor conviction despite market volatility.
• Major Partnerships: Named PepsiCo as its official beverage partner. Aramark made an additional equity investment.
• Industry Recognition: Ford Amphitheater made Billboard's 2026 Top Music Venues list. Their restaurant won wine awards.
• Leadership Additions: Hired Sarah Rothschild as SVP, who previously worked at MSG Entertainment and Sphere.
• Upcoming Events: Tulsa venue shows go on sale in 6-8 weeks. Construction to begin on the Denver-area indoor venue.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

• Asset Growth: Rapidly building a portfolio of hard, premium venue assets.
• Innovative Sales Model: The Luxe FireSuiTe™ and triple net lease model is generating significant, record-breaking sales.
• Strategic Partnerships: Locking in big names like PepsiCo, Aramark, and artist shareholders (Niall Horan, Dierks Bentley) validates the model.
• Market Positioning: Successfully branding venues as best-in-class (Billboard recognition).

⚠️ Risks:

• Heavy Losses: The company is far from profitable, with a widening net loss.
• Capital Intensive: Reliant on continuous fundraising to fuel growth. The $86.25M raise in a volatile market was a test, which they passed, but future raises are not guaranteed.
• Execution Risk: On-time, on-budget delivery of multiple large construction projects is critical.
• Pre-Revenue Venues: Many of the key assets that will drive future value (McKinney, Tulsa, Houston) are still under construction.

🧠 The Analogy

Venu Holding is like a master chef building a world-class restaurant empire. Right now, they are spending fortunes on prime real estate, custom kitchen equipment, and hiring top culinary talent (construction, equity compensation). The books show a loss because of all this upfront investment. But, they are also pre-selling exclusive, lifetime dining memberships (Luxe FireSuiTes™) at record rates, which proves people believe in the final experience. The key question is whether the finished restaurants will be so busy and profitable that they easily pay back all the initial investment and more.

📇 Key Contacts & People

• J.W. Roth - Founder, Chairman & CEO
• Chloe Polhamus - Media and Investor Relations, [email protected]
• Vic Sutter - Chief Operating Officer (promoted post-year-end)
• Will Hodgson - President (promoted post-year-end)
• Sarah Rothschild - SVP of Strategic Finance and Investor Relations (hired early 2026, former MSG/Sphere executive)
• Terri Liebler - President of Growth and Strategy

🧩 Final Takeaway

Venu is executing an aggressive, capital-intensive "build it and they will come" strategy, rapidly converting investor funds into physical entertainment venues and luxury suite sales. The massive asset growth and strong suite sales are impressive, but the path to profitability depends entirely on successfully launching its pipeline of venues and filling them year-round.