Core Insights - Venu Holdings is leading a multi-billion-dollar expansion of modern amphitheaters, projected to generate over $17.7 billion in economic activity within the first 20 years of operations [2] - The company's development pipeline is expected to exceed $100 billion in community impact over the next two decades [2] Financial Impact - Each completed amphitheater is anticipated to add between $150 million and $300 million in asset value to Venu's balance sheet [4] - Venu aims to add more than $5 billion in completed project value within the next 36 to 48 months [4] Partnerships and Support - Venu has established partnerships with Tixr for ticketing, AEG Presents, Aramark Sports & Entertainment, and others, enhancing its market position [5] - Institutional support includes a $34 million raise by ThinkEquity, which has set a strong valuation floor for the company [5] Development Pipeline - Venu is actively developing over $5 billion in projects, with $1 billion currently underway [6] - The company plans to have 25 amphitheaters and 15 indoor complexes by 2030, with a total of 350,000+ seats across venues [8] Ticket Sales and Revenue - Venu projects to sell 20 million tickets annually, generating over $2 billion in gross ticket sales volume per year [8]

Core Insights - VENU is leading a multi-billion-dollar expansion of modern amphitheaters across the U.S., expected to generate significant community impact and ticket sales [1][2] - The Ford Amphitheatre and upcoming Sunset Amphitheaters are projected to deliver over $17.7 billion in economic activity in their first 20 years [2] - VENU's overall development pipeline is on track to exceed $100 billion in community impact over the next two decades [2] Financial Impact - Each completed amphitheater is estimated to add $150–$300 million in asset value to VENU's balance sheet [4] - The company aims to add more than $5 billion in completed project value within the next 36 to 48 months [4] - VENU has secured institutional support with a $34 million raise, establishing a strong valuation floor near $12 per share [5] Partnerships and Development - VENU has formed partnerships with Tixr, AEG Presents, Aramark Sports & Entertainment, and others to enhance its market presence [5] - The company is actively developing over $5 billion in projects, with $1 billion currently underway [6] - VENU's expansion includes 40 targeted locations across the U.S., with plans for 25 amphitheaters and 15 indoor complexes by 2030 [9] Market Projections - VENU anticipates selling over 20 million tickets annually, generating more than $2 billion in gross ticket sales volume per year [9] - The company is redefining the live entertainment landscape through its Luxe FireSuites model, creating a hospitality-first experience [6]

Core Insights - VENU has successfully raised over $45 million for new amphitheater projects, building on an initial $55 million raised during its public offering, resulting in a construction pipeline valued at over $1.3 billion [1][2] Funding and Development - The recent funding round will support the development of the Sunset McKinney and Sunset Broken Arrow amphitheaters, with the Broken Arrow project alone estimated at $107 million [2] - The company has achieved a return of over 23-to-1 in asset creation within a year, highlighting the efficiency of its business model [2] Project Features - The Sunset Broken Arrow venue will feature 12,500 seats, including over 200 Luxe FireSuites, four Ultra Suites, and the exclusive Aikman Club, enhancing the live entertainment experience [3] - Management anticipates $200 million in sales from LuxeFire and FirePit products for 2025, with further insights expected in the upcoming Q3 report [4] Leadership and Commitment - VENU's CEO, J.W. Roth, has invested over $5 million in Luxe FireSuites and plans to increase his investment to $20 million, reflecting confidence in the company's growth and product demand [5] Company Overview - VENU Holding Corporation is focused on transforming the live entertainment sector through a network of premium amphitheaters, with a development pipeline exceeding $5 billion [6]

Core Insights - VENU has signed a long-term exclusive Services Agreement with Tixr, which includes a strategic equity investment from Tixr in VENU [1][3] - Tixr will serve as the exclusive ticketing and commerce partner for VENU's current and future music venues, with an initial five-year term and automatic two-year renewals [2] - The partnership includes co-branded marketing initiatives, VIP experiences, and website development support, enhancing VENU's brand exposure [4] Company Overview - VENU Holding Corporation operates premium hospitality and live entertainment venues across the U.S., with a development pipeline exceeding $5 billion, including $1 billion currently underway [6] - The company is focused on redefining the live entertainment landscape through its Luxe FireSuites model and partnerships with industry leaders like AEG and Aramark [6] Strategic Partnerships - Tixr's investment of 62,500 shares in VENU demonstrates a strong belief in VENU's vision and scalability within the mid-sized venue space [3] - Earlier this year, Aramark, a Fortune 500 company, also acquired a stake in VENU, indicating significant confidence in VENU's business model and execution [4] Future Outlook - With Tixr and Aramark as strategic allies, VENU is positioned for aggressive expansion into underserved live music markets across the U.S., leveraging institutional capital and technology [5]

As filed with the Securities and Exchange Commission on August 22, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Colorado 7900 82-0890721 (State or other jurisdiction of incorporation or organization) FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Venu Holding Corporation (Exact name of registrant as specified in its charter) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 1755 Telstar Dri ...

Core Insights - Venu Holding Corporation (NYSE American: VENU) is experiencing significant growth, highlighted by a surge in asset growth, record fan engagement, and expanded national momentum as reported in their Q2 2025 financial results [1][2] Financial Performance - Total assets increased to $242.0 million, a 36% rise or $63.3 million from year-end 2024 [10] - Property and equipment rose by 45% to $199.2 million, indicating active construction across multiple states [10] - Net revenue from amphitheater operations and naming rights for the quarter was $597,712, with the Ford Amphitheater generating $4.7 million in gross receipts from over 35,000 fans [5][10] Strategic Initiatives - The company is focused on four key priorities: expanding markets, completing current developments, increasing FireSuite sales, and unlocking strategic value through naming rights and sale leasebacks [3] - VENU's partnership with Ryan, LLC aims to deliver two new municipalities every quarter, potentially adding $150 to $300 million to the balance sheet with each agreement [6] - The triple-net lease partnership with Sands Investment Group is projected to generate over $100 million in additional annual capital [7] Development Pipeline - VENU has a robust development pipeline with 38 communities in discussions for new projects, including the 20,000-seat Sunset Amphitheater in McKinney, TX, set to open in 2026 [11] - The company is on track to open three outdoor amphitheaters and one indoor venue by 2026, with plans for four more in 2027 [11] Institutional Interest - VENU's market capitalization has surpassed $600 million, marking a transition from micro-cap status and attracting increased institutional ownership [12] - Vanguard Group has disclosed a new position in VENU, holding 861,911 shares, approximately 2.3% of outstanding stock, valued at about $13 million [13][14] Future Outlook - The company anticipates adding over $5 billion in completed project value in the next 36 to 48 months, with expectations of development profit in Q4 2025 and operational profit in Q3/Q4 2026 [15][17]

Financial Data and Key Metrics Changes - For fiscal year 2025, the company reported full year revenues of $942.7 million and adjusted operating income (AOI) of $222.5 million, representing a 5% year-over-year increase [5] - In the fourth quarter, revenues were $154.1 million, a decrease of 17% compared to the prior year, primarily due to lower event-related revenues from concerts and food, beverage, and merchandise [12][13] - Fourth quarter adjusted operating income decreased by $14.4 million to a loss of $1.3 million compared to the prior year quarter [13] Business Line Data and Key Metrics Changes - The company hosted nearly 6 million guests at over 975 live events during fiscal year 2025, with modest growth in the number of events held at venues compared to the prior year [6] - The Christmas Spectacular production sold approximately 1.1 million tickets across 200 performances, generating over $170 million in revenue, a new record for the production [8] - The number of concerts at theaters increased, while the number of concerts at The Garden decreased year-over-year due to the end of Billy Joel's residency [7] Market Data and Key Metrics Changes - The Knicks and Rangers played a combined 97 home games at The Garden, down from 103 games in the prior year, impacting shared revenue streams [9] - The company expects cash component of Arena license fees to be approximately $45 million in fiscal year 2026, growing 3% each year through fiscal year 2055 [9] Company Strategy and Development Direction - The company aims to increase the number of events at venues, drive growth in per event profitability, and expand sponsorship and premium hospitality businesses [5] - The strategic decision to bring sponsorship sales in-house is expected to capitalize on upcoming opportunities in fiscal year 2026 [10] - The company is focused on organic growth and remains confident in delivering long-term shareholder value [16] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the ability to drive solid growth in revenue and adjusted operating income in fiscal year 2026, supported by strong consumer and corporate demand [5] - The company anticipates another year of substantial free cash flow generation and plans to explore ways to opportunistically return capital to shareholders [14][40] Other Important Information - The company repurchased approximately $40 million of Class A common stock during fiscal year 2025, with $70 million remaining under the current share repurchase authorization [15][40] - The company is in the late planning stages for a new residency at The Garden, which is expected to create potential for concert growth in fiscal year 2027 [35] Q&A Session Summary Question: Update on ticket sales for the Christmas Spectacular - Management noted that advanced ticket revenue is pacing well ahead of last year, with higher individual and group ticket sales [18][19] Question: Forward bookings trends for fiscal year 2026 - Management indicated that they expect to increase the number of booking events, including concerts, and are currently pacing ahead in bookings [25][27] Question: Progress on utilization at The Garden - Management reported an effective utilization of a little over 65% for The Garden and is looking to increase event growth in fiscal year 2026 [32] Question: Capital returns strategy for fiscal year 2026 - Management stated that they will continue to explore ways to opportunistically return capital to shareholders while maintaining a strong balance sheet [38][40] Question: Outlook for sponsorship and consumer demand - Management expressed optimism about sponsorship opportunities and noted strong consumer demand, with advanced ticket sales pacing well [51][53]

Core Insights - Institutional investors are increasingly recognizing Venu Holding Corporation's innovative approach to entertainment venues and fan engagement, highlighted by Vanguard Group's new position in the company [1][2] - Venu has secured a $10.125 million equity investment from Aramark, which will enhance its operational capabilities and align with its growth strategy [3][10] Investment and Partnerships - Vanguard Group holds 861,911 shares of Venu, representing approximately 2.3% of its outstanding stock, valued at around $13 million [1] - The partnership with Aramark positions Venu to leverage Aramark's extensive experience in hospitality and venue management, particularly for its flagship Ford Amphitheater and upcoming Sunset Amphitheaters [3][4] Strategic Vision - Venu's "fan-founded" philosophy focuses on creating upscale and immersive experiences, which aligns with Aramark's commitment to enhancing guest satisfaction [4][5] - The collaboration aims to deliver high-impact experiences through advanced technology solutions, including mobile ordering and AI-powered menu optimization [5][6] Growth and Scalability - Venu plans to open over 20 smart venues in the next 48-60 months, emphasizing the need for operational scalability [6] - Aramark's experience managing over 300 sports and entertainment locations makes it a suitable partner for Venu's expansion efforts [6][10] Localized Experience - Venu's strategy includes building venues that reflect local identity, supported by Aramark's expertise in integrating regional flavors and local chefs into its hospitality programs [7][10] - Existing collaborations with industry figures and brands further enhance Venu's localized approach to venue development [7][10] Financial Outlook - Venu is developing a national network of premium amphitheaters with an active pipeline exceeding $5 billion, including $1 billion currently underway [10]

Financial Data and Key Metrics Changes - The company generated total revenues of $282.7 million for the quarter, with adjusted operating income of $61.5 million [10] - The Sphere segment's revenues increased to $175.6 million from $151.2 million in the prior year, driven by more corporate events and additional residency shows [10] - Adjusted operating income for the Sphere segment rose to $24.9 million, an increase of $30.4 million year over year, reflecting higher revenues and lower SG&A expenses [11] Business Line Data and Key Metrics Changes - The Sphere segment's revenue growth was primarily due to an increase in event-related revenues, offset by lower revenues from the Sphere experience [10] - MSG Networks generated $107.1 million in revenues, down from $122.2 million in the prior year, attributed to a 13% decrease in subscribers [12] Market Data and Key Metrics Changes - The company is seeing increased demand from artists across various genres, leading to an expectation of hosting over 100 concerts this year, up from 70 in 2024 [6] - The company is in discussions with multiple international markets for large-scale spheres and has completed the design and business model for smaller spheres [8] Company Strategy and Development Direction - The company aims to operate a venue that is busy year-round, with plans to expand Sphere venues globally, including Abu Dhabi [5] - The focus remains on developing original content experiences, with the upcoming "Wizard of Oz" expected to be a significant draw [6] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the long-term growth potential of the Sphere segment, despite fluctuations in quarterly results [11] - The company is focused on building a recurring revenue base and diversifying its artist roster to mitigate impacts from market visitation trends [67] Other Important Information - MSG Networks completed a restructuring of its credit facilities, replacing a $840 million term loan with a new $210 million facility maturing in December 2029 [14] - The company has secured advertising commitments as part of a new multiyear sponsorship, indicating progress in building a recurring revenue base [7] Q&A Session Summary Question: Can you provide more details about the smaller spheres? - The smaller spheres will follow a franchise model, designed to keep venues busy year-round, and will be less expensive and quicker to build than the Las Vegas sphere [20][22] Question: How does ticket sales for "Wizard of Oz" compare to previous shows? - The company has sold approximately 127,000 tickets to date, with expectations for sales to ramp up significantly in the weeks leading to the opening [27][29] Question: What is the outlook for concert residencies in 2026? - The company expects to diversify genres and potentially increase the number of residencies, with the ability to run multiple shows in a day [38][40] Question: Will future sphere experiences be based on owned IP? - The company is exploring various IP options, including potential collaborations with IP holders, and is open to both owned and licensed content [43][45] Question: What is the trajectory for sponsorship and advertising? - The company is making progress in establishing a recurring business model for sponsorships and advertising, with new packages and multiyear agreements in place [64][66]

Core Insights - Venu Holding Corporation (VENU) is experiencing a significant surge in demand for its triple-net (NNN) Luxe FireSuite leaseback offerings, with a year-over-year sales increase of 250% [2][9] - The company aims to achieve a combined annual capital boost of $300 million, with $100 million expected from the NNN offerings and $200 million from traditional Luxe FireSuite sales [2][10] - VENU is on track for $5 billion in upscale entertainment venue development over the next 36 months, in addition to $1 billion already underway [7][8] Company Overview - VENU is a developer, owner, and operator of upscale live music venues and premium hospitality destinations [1] - The Luxe FireSuite model provides investors with a leasehold interest in premier hospitality suites at VENU's amphitheaters, eliminating exposure to property taxes, insurance, or maintenance [4][5] - Each Luxe FireSuite accommodates 4 to 10 guests, offering a blend of exclusive hospitality and potential financial returns [5] Market Dynamics - The demand for VENU's offerings is driven by the booming live entertainment market and a strong interest in passive income real estate [2][10] - The NNN structure is attracting investors seeking high-yield, lifestyle-infused legacy assets, marking a shift in the appeal of this asset class [4][5] Growth Strategy - VENU is expanding its operations into multiple markets, including Gainesville, GA, Colorado Springs, CO, and several Texas cities, aiming for national growth [8] - The company is building full-scale entertainment ecosystems designed for profitability and repeat visitation, enhancing long-term investor value [8]