{"url_path":"/sec/venu/8-k/2026-05-13/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/1770501/0001493152-26-022798-index.html","accession_number":"0001493152-26-022798","cik":"0001770501","ticker":"VENU","issuer_name":"Venu Holding Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1770501/0001493152-26-022798-index.html","primary_entity_key":"0001770501","primary_entity_name":"Venu Holding Corp"},"word_count":604,"has_tables":true,"body_markdown":"** **\n\n**Item\n1.01 Entry into a Material Definitive Agreement.**\n\n \n\nOn\nMay 8, 2026, Sunset at Chattanooga, LLC (“*Purchaser*”), a wholly owned subsidiary of Venu Holding Corporation (the\n“*Company*”), entered into a Purchase and Sale Agreement (the “*Purchase Agreement*”) with West End\nProperty, LLC and WE SPE III, LLC (collectively, “*Seller*”) to acquire an approximately 15-acre parcel of real\nproperty in Chattanooga, Tennessee (the “*Property*”). After closing on the acquisition of the Property, the Company\nthrough Purchaser and other subsidiary entities, intends to develop and operate a multi-seasonal amphitheater and entertainment\ncomplex at the Property (together, the “*Complex*”).\n\n \n\nThe\ntotal purchase price for the Property is $20.0 million. The Purchase Agreement identifies the sources of the purchase price and portions\nof the purchase price that are to be delivered from those designated sources, being each of the following (as further described\nand defined in this Current Report on Form 8-K): proceeds from Development Incentive Funding; Suite Sales Revenue; and funds deliverable\nto Seller under a ticket fee participation agreement to be executed at closing that will entitle Seller to a portion of ticket sales\nto events at the Complex until Seller has been paid an aggregate agreed upon amount under that agreement. Closing is expected to occur\non or before December 31, 2026. Purchaser’s obligation to close on the acquisition of the Property is contingent upon satisfaction\nof various conditions on or before the six-month anniversary date of the Purchase Agreement, including: (i) Purchaser entering\ninto a development agreement with any combination of the City of Chattanooga, Hamilton County, Tennessee, the State of\nTennessee, and any other private or public entity relating to the development and operation of the Complex\non terms and conditions that are satisfactory to Purchaser (the “*Development Agreement*”); (ii) the parties obtaining\na defined minimum amount of incentives arising out of the Development Agreement (“*Development Incentive Funding*”);\n(iii) Purchaser pre-selling selling rights and interests in a minimum number of firepit suites in the proposed amphitheater on terms\nand conditions satisfactory to Purchaser (“*Suite Sales Revenue*”); and (iv) Seller having arranged for Hamilton County\nto have entered into an agreement to transfer an additional designated parcel to Purchaser. The contingencies also identify certain terms\nthat are to be included in the Development Agreement, including the receipt or award of a defined minimum amount of tax increment financing\nincentive(s) to Purchaser, a ticket participation fee obligation whereby Purchaser would pay to one or more government entities a share\nof each ticket sold for Complex events, and the development of a structured parking facility for use in connection with events at the\nComplex in connection with which Purchaser will pay in perpetuity a fee for each vehicle parked at the structure for events\nat the Complex. Closing on the Property is subject to each of these conditions being satisfied in the sole and absolute discretion of\nPurchaser, or Purchaser electing to waive one or more of the conditions.\n\n \n\nThe\nPurchase Agreement also contains a number of customary terms and conditions for an agreement of this nature, including an obligation\nof Purchaser to deliver an earnest payment, matters related to tax prorations, casualty and condemnation of the Property, Purchaser’s\ninspection rights and right to examine the title of the Property and object to matters related to title, representations and warranties\nof Seller, and other covenants of the parties.\n\n \n\nThe\nforegoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the\nPurchase 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."}