Venu Holding Corporation (VENU) Earnings Call Transcript & Summary

September 23, 2026

NYSEAM US Consumer Discretionary Hotels, Restaurants and Leisure shareholder_meeting 35 min

Earnings Call Speaker Segments

Unknown Executive

executive
#1

Good morning, everyone, and welcome to Venu's Annual Shareholder Meeting. My name is [ Cloe Polhemis], Vice President of Strategic Initiatives and Philanthropy here at Venu, and we're so happy that you're here to join us. What a year it has been at venue. We've grown, we've built and we've welcomed new partners and new believers into the fan founded, fan owned and artist inspired community. Today, we celebrate that together, and we look ahead at what's next and we take care of some official business. Before we get into all the excitement, I want to introduce, welcome [ Peter Waltz ] from [ Decoma ] our trusted legal counsel. Mr. Waltz has been asked by the company to serve as Secretary of this meeting. Good morning, Peter.

Unknown Executive

executive
#2

Good morning. Hi, everyone. Welcome to the 2026 Annual Meeting of Shareholders of Venu Holding Corporation. As the Secretary of the meeting, now that it is a minute or 2 after 9:30 a.m. Mountain time, I can go ahead and officially call this meeting to order.

Unknown Executive

executive
#3

Awesome. Thank you very much, Peter. Before we walk into today's agenda, I want to take a quick moment to recognize some folks on the call with us today. We have, of course, [ Peter Waltz], our Legal Counsel from [ Dikama]. We have our audit partners, [indiscernible]. We have our venue Board of Directors as well, JW Roth, Heather Atkinson, Steve Cominsky, Matt Craddock, David Lavigne, Mitchell Roth and Tom Finke. Here's how today is going to go. I'll hand these things over to JW for a few opening thoughts. Then Peter will walk us through the formal business of the meeting. After that, JW and I will sit down to talk about some pre-submitted question and answers, then Peter will walk us through some results. And after that, JW will then close us out with a vision for what is ahead. So without further ado, let's get started. Please welcome Founder, Chairman and CEO of Venu, JW Roth. JW, the floor is yours.

Jay Roth

executive
#4

[ Cory], thank you. Listen, I'm going to be brief here, saving most of my remarks for after our official business, and our Q&A portion. For now though, I want to say thank you for everybody that has attended this meeting. I appreciate your votes. I appreciate the trust that you have put in our team. Listen, this has been a heck of a year. And I've said it before, I'm going to say it again. We're just getting started. Now let me kick it back over to [ Chloe], and I'll talk to you again shortly.

Unknown Executive

executive
#5

Thank you, JW. Now Peter, would you get us started with the official business?

Unknown Executive

executive
#6

Of course. Thanks, [ Clay]. And just as a reminder, as [ Clare ] said earlier, during today's meeting, there will be a session where company management will respond to a few presubmitted questions submitted by shareholders with respect to the proposals outlined in the proxy statement and other company matters. So now a little bit of housekeeping and of course, legal lease. I'll note that the record date for today's meeting for the determination of shareholders entitled to vote was set at July 27, 2026. I can confirm that notice of this annual meeting, along with the proxy materials, were mailed to shareholders of record. That mailing commenced on October -- pardon me, August 26, and we have an affidavit from the company's transfer agent, [ Colonial Stock Transfer ] and certifying that the mailing was commenced timely. Proxies were solicited for this meeting on behalf of the Board of Directors. So I will note that the notice of the meeting I referenced, the affidavit of mailing and a certified list of shareholders will be filed with the minutes and records for today's meeting. As it relates to voting matters, Colonial Stock Transfer has been appointed as the official Inspector of Elections for today's meeting. Colonial stock has taken a customary oath to serve in that role, which will also be filed with and included with the record and minutes for this meeting. Colonial's role as the inspector is to decide upon the qualifications of voters, accept votes and ultimately tally the final vote count. I can confirm that in excess of 36 million shares of company common stock are present at today's meeting in person or in proxy -- by proxy, which represents well in excess of the 1/3 requirement in the company's bylaws. So thus, a quorum has been established, and we can commence with the formal business of this meeting. Also on voting matters, I'll confirm that each share of company common stock outstanding as of the record date is entitled to 1 vote per share. And at this meeting, shareholders who have already voted do not need to revote or take any action unless they would like to change their vote in some manner. Now as outlined in the proxy materials, there are 4 proposals being submitted to the shareholders for approval at today's meeting. I'll go ahead and quickly identify and outline those proposals. First, the company is asking its shareholders to elect 7 director nominees to the Board, who have elected would serve until the next Annual Meeting of Shareholders. Those nominees are JW Roth, Steve Cominsky, David Lavignee, Mitchell Roth, Thomas Finke, [ Ronald Bension and Jamie Granowski]; second, in accordance with NYSE American rules, the company is asking shareholders to approve the potential issuance of 20% or more of the company's outstanding common stock. However, this relates specifically to the financing agreement Venu entered into on July 31 2026 with [indiscernible] Global an affiliate of Yorkville. Now if the company were ever to default on its obligations that are that financing agreement, additional shares could become issuable to satisfy the company's obligations, today's vote simply gives the company the ability to issue those shares if that situation ever to arise. Third, Venu's asking its shareholders to approve an amendment to the company's 2023 and omnibus incentive compensation plan. The amendment would serve to increase the number of shares of stock reserved under the plan from 7.5 million to 10 million shares. Finally, Venu's asking its shareholders to ratify the appointment of [indiscernible] as the company's independent auditor for the 2026 fiscal year. I'll note that the Board of Directors has recommended that shareholders vote for each of the board nominees and for each of the other 3 proposals. And that concludes the introduction of the formal proposals being submitted to shareholders and that were identified and outlined in the proxy materials.

Unknown Executive

executive
#7

Awesome. Thank you very much, Peter. So our next part of today is going to be inviting in JW Roth to answer some pre-submitted questions with me. So we're going to take a quick break, so we can welcome them into the studio, and we'll be back in just a moment. [Break]

Unknown Executive

executive
#8

Awesome. Welcome back, guys. And of course, now we have JW Roth with us today.

Unknown Executive

executive
#9

All right, JW, are you ready to dig into some of these questions that were presubmitted to us?

Jay Roth

executive
#10

I am.

Unknown Executive

executive
#11

Awesome. Okay. Let's start with one from a shareholder Randall, with last name Randall, I'll read the full question and then we can go from there. So as a long-time shareholder of Venu Holding Corporation, it appears that the company is working diligently to protect equity value and avoid dilutive common share issuance by deliberately keeping the ATM program idle and carrying short-term notes through construction. Given the high interest environment and these temporary bridge facilities, what is the current execution status and expected timing for closing of definitive $150 million [ CPACE ] financing package via CBRE to permanently retire those short-term borrowings?

Jay Roth

executive
#12

First, that's a really good question. And I'm going to start by saying that we are going to work diligently to finance our projects going forward without using equity. It doesn't mean that we're never going to use equity. But I can tell you, it is going to be a last resort for us. At the end of the day, when you start a business, and I'm going to talk about this later in my comments. But when you start a business like this, you start anything but fully baked, right? And so you have a hard time going out and establishing credit in the traditional way. And so we have built close to $1 billion worth of assets and accumulated them and we've used some equity to do that. And we've married that equity up to fractional ownership, and that's the way we've done it. But now that we are close to opening our venues, and now that we are at a place where we can actually go out and start talking to some sort of commercial debt. That's what we're doing, and that is our plan. And so as it relates to [ C-PACE], [ C-PACE ] is a product that is -- that we plan on using on all of our projects. And that will be about 6 months or so either way of opening. So when you look out $150 million from now, that will get placed within 6 months of those projects opening. But that's the plan. I hope I answered that question correctly. But going forward, it is going to be debt and is going to be debt and fractional ownership.

Unknown Executive

executive
#13

All right. Thank you very much. Next question comes from a shareholder with last name, [ Broder]. Here it is.

Jay Roth

executive
#14

Is the first name, Joe?

Unknown Executive

executive
#15

It is. All right, here is the question for you. With 2 new amphitheater opening up in the next few months, do you have a better time line of how long it will take for future facilities like Chattanooga to be built?

Jay Roth

executive
#16

Okay. First, Joe, thanks for your question. And Joe has been a shareholder for a long, long time. I don't know about Chattanooga. But I do -- I can't tell you this. We will be opening [ Broken Arrow ] in the next handful of weeks. It's an unbelievable venue super excited about getting that open, followed by McKinney. And then that will be followed by El Paso and then Houston. We're going to build another $600 million, $700 million worth of venues before we get to Chattanooga and then Chattanooga will be 5 on that list. I hope that answers Joe's question.

Unknown Executive

executive
#17

Yes. Thank you very much. And the last question we have is from a shareholder named Ron. I'll read the full question and then you can respond to how you like. So as an initial IPO backer at $10 per share, who has watched the equity fall to an all-time low of $1.48. I have cast my ballots against executive compensation and further equity plan dilution. With Q2 net losses reaching $18.04 million, carrying the preopening costs of 5 sites with only generating cash from 2 is actively degrading early shareholder equity. Given the $60 million cost spike in multi-quarter delay on El Paso due to parking land disputes along with the time line extensions in McKinney, what specific nondilutive capital milestones over the next 2 quarters will bridge this operational gap and stabilize the public share price?

Jay Roth

executive
#18

What's this guy's name?

Unknown Executive

executive
#19

His name is Ron.

Jay Roth

executive
#20

Ron. Ron, first, I understand your frustration. I get it. But I think you've got a bunch of this wrong. First, we have done nothing but build assets. We have not turned on our P&L yet. And we've taken these projects and finance these projects in a way that now we're at a point where we can turn them on. I don't think the share price -- and I'm going to talk about this a little later in my comments, but I don't think the share price, Ron, has anything to do with revenue today. I think the share price today has to do with investor fear that we're not going to get these open or the risk that is involved. And listen, there is risk here. And the risk will continue to be here until we can get profitable. And so again, like I said just a few minutes ago, we're not a fully baked company. So -- but I understand your frustration, and I get that. I'm looking at it as an opportunity that the market is handing us to buy to buy shares. But listen, I don't know otherwise, I don't know how to answer your question. And I get your frustration. There were 2 or 3 of you that voted against that [ flying Buffalo ] voted against it [indiscernible] and his partner [ Horne], voted against it as well. But I think it's the wrong thing to do. I mean to take it out on employees that are working their tails off to make this company happen, and then to take their option -- to vote against their option plan. It's just a bad move, I think -- thank God, that the vast majority didn't feel that way. But again, I get your frustration, and I'm going to work my tail, listen, I'm the biggest shareholder here. So at the end of the day, my goal is to bring this thing back around where it needs to be. But between you and [ flying Buffalo], I understand the frustration.

Unknown Executive

executive
#21

Thanks, JW. I think that -- I appreciate all the questions that were submitted. We did receive all pre questions. These were all answered today. So we're excited to hear from you a little bit later on some great remarks on vision setting and some other things that would happen to --

Jay Roth

executive
#22

We will talk about a lot of stuff. We're going to talk about where we've been. We're going to talk about where we're going, what we've done. And we're going to talk about the stock. I mean I understand that this is a question, and it's going to continue to be a question, and I'm anxious to talk about it in my remarks here in a few minutes.

Unknown Executive

executive
#23

Yes. And you almost spilled some secrets here ...

Jay Roth

executive
#24

I'm not going to spill any secrets until the very end, but there is a big secret coming and you're going to like it.

Unknown Executive

executive
#25

Yes, that's right. All right. So we're going to take another short break real quick. For those of you who have not voted, there is going to be a QR code on your screen or you can follow that URL to go and cast your votes. We're going to wait just a few moments to have a little bit of time for those to do that, and then we'll reconvene in a few minutes to talk a little bit more. We'll talk soon. [Voting]

Unknown Executive

executive
#26

Hi, everyone. We're back. Thanks for your patience. I can report that the final votes are being aggregated and counted. But with that, I can go ahead and report on the preliminary results of the voting at today's meeting, and I can report that each of the 4 proposals based on preliminary vote count have been approved. Majority of the votes cast have voted in favor of each of the 3 proposals and a plurality of the votes have been voted for each of the director nominees. The company will obtain a certification from the Inspector of Elections with the final vote count, which that certification will also be placed with the records of this meeting, and the company, of course, will post final results of the vote in a Form 8-K that will be filed with the SEC. And with that, that concludes the formal matters described in the proxy statement and submitted to shareholders for approval at today's meeting.

Unknown Executive

executive
#27

Awesome. Thank you very much for being here, Peter and for helping us out with today. We have a little bit left for you guys. So with the formal meeting behind us, let's take a look at what Venu is building, and then we will also hear from Founder, Chairman and CEO as well. [Presentation]

Jay Roth

executive
#28

I want to start where I imagine most of you started this morning thinking about the stock. I don't understand why the stock is where it is, but I'm not going to sit here and apologize for it. The fact of the matter is, we are a better company today than when the stock was at $18 a share. And I'll tell you exactly what I've been doing about it. Never thought about selling a share, not one. In fact, I've been buying the stock, been buying the stock all year long, bought again yesterday. Over the last 2 quarters, my wife and I have bought another $0.5 million of our stock with our own money on the way down, and I'm going to continue to buy it. And every time I do, I file with the SEC, and you can read my reports. Like I said, going to continue buying our stock as is many of our directors. And I'm going to work diligently over this next quarter to get approved a significant buyback. Look. Look at what we reported midyear. Net tangible assets of $4.44 a share, and that's a cost basis with all of the municipality contributed land carried at 0. That's 0. That land is worth hundreds of millions of dollars. That's why share price today doesn't make any sense. And that's why I'm buying the stock. Listen, investors who are selling today, it's simple. They're just betting that I can't open and book these venues. But there are other investors, like me, that are seizing the opportunity they're betting that I will. So let me be playing about how I see this. The market is handing me and you, if you seize it, a massive opportunity. I'm taking it. I'm not telling you to take it. And I'm not encouraging you to buy the stock. There's still risk here. But somebody is going to eventually figure this out. And my hope is that I bought all that I want to by the time that happens. That's my view. I'm not going to talk any more about the stock today. But I want to tell you about the year. Last year, I talked to you about the pace and about breaking it. This year was different. This year was about decisions. Some of them were hard, Almost none of them made the headline the day that we made them. But if you compare where this company sits today to 12 months ago, nearly everything that matters, traces back to a decision that somebody here at venue made. 4 of them are worth our time to talk about today. First, who runs our buildings? We have always said that we are developers and owners of multiseasonal, multiconfigurational, omni content, state-of-the-art venues. That does not automatically mean that we're the best operators of those venues on opening night. So in July, we brought in [ Legends Global ] to lead our venue management team at Regent Bank. Legends runs more than 450 venues, 20,000 events and 165 million guests a year. They're pretty good at what they do. That is not just a partnership of convenience. That is us making a decision that better serves you with an operator from day 1 that is first class. [ Aramark], stays with us on the food and beverage side. And this year, we expanded that relationship across all 5 of our premium venues with additional equity from them into our company. PepsiCo signed on as our official beverage partner across the [ Sunset ] portfolio. Regent Bank put their name on the building in [ Broken Arrow ] in a multiyear, multimillion dollar agreement and we added [ Ron Bension ] as a strategic adviser to me. Ron ran [ ASM Global]. He was the architect of their $2.3 billion sale to Legends. I appreciate his advice on a daily basis. Second, who fills our buildings? We moved our venue ticketing to Ticketmaster this summer under an exclusive agreement. That was a real decision with real trade-offs and we didn't make it lightly. Then we did a single most important thing we did all year. We have partnered with Merck Mercuriadis. He is one of the biggest names in all of music. That name might not meet anything to you. But let me tell you, Merck has managed Elton John, Guns n Roses, Beyonce, Iron Maiden, Nile Rogers and many, many more. By any honest accounting, he's in the top 3 managers in the history of our industry. He founded Hipgnosis Song Fund. Hipgnosis sold to Sony for $4.1 billion, and we just made a significant investment in his latest adventure, Hipgnosis Artists partnership. Behind him, we are assembling a global talent team, people who have spent their careers at the very top of [ CAA ] and in artist management, you'll hear those names coming out over the next couple of weeks. And I think it will get the attention of everyone in the industry. Shareholders care about 2 things. Are we going to get these buildings open? And ultimately, who is going to fill them? This is the answer, second to none. Artist inspired is part of our model. This is the year that we put capital and people behind it, starting with Merck. Third, how do we pay for what we're building? For 2 years, we funded construction largely through equity and fractional ownership. We made the call this year to move to [ C-PACE ] in replacement of equity. So today, it's a combo of fractional ownership, and [ C-PACE]. CBRE has identified a path to hundreds of millions of dollars in long-term fixed rate financing for both [ Broken Arrow, McKinney ] and all of the rest of the venues that we have on our map. It keeps the real estate on our balance sheet. And when a bridge is needed between fractional ownership and [ C-PACE], how do we close that? Well, we use sale leasebacks with the opportunity to buy the land back and bridge loans. Fourth, where are we going? More than 45 municipalities are in active conversations with us right now. A year ago, that number would have just been a slide, a whole bunch of pins on a map. We've gotten more selective. As many of you know, El Paso and Houston are the next venues to open after Broken Arrow and McKinney. On the financial side, total assets this year crossed $511 million at midyear. That's up 38% since the same time last year. Property and equipment up 46%. And then in June, we were added to the Russell 3000 and the Russell 2000. And the demand signal has never wavered. Fire suite sales have passed $300 million. McKinney is more than 90% sold. Centennial is over 75% sold. Broken Arrow is over 70% sold. And these are all in buildings that nobody's ever heard to know yet. [ Broken Arrow ] opens in a matter of weeks. Did you hear me? In a matter of weeks, followed by McKinney. When those doors open, this company stops being a development story and it becomes an operating one. That's the entire thesis here. And it is measured now in weeks, not in years. For years, everything we have done has showed up on a balance sheet. We have been building assets, but in December, those assets get turned on. I want to be clear. This is not something that we mean to stop building. We're going to accelerate our building. But now we're opening as we're building. Now I'm going to give you some numbers. Regent Bank, once stabilized, is expected to earn more than $26 million in annual EBITDA. McKinney opens right behind it, 20,000 seats, our flagship at that stabilization, north of $50 million in EBITDA, and we expect profitability at the holding company level in the third quarter of 2027. Many of you have been with us since this company was a plot of land and just a vision. You invested in the ideas that fans should own the room. That artist should want to be in it and that the company -- and some little company out of Colorado Springs could build something, this -- this industry has never thought of before. Guess what? We did it. None of that has changed this year. What has changed is that we made the decisions that make it durable. [indiscernible], back to you.

Unknown Executive

executive
#29

Thanks, JW. Are you ready to now finally spill the biggest news that we have at today?

Jay Roth

executive
#30

Yes, I am. And like I've said before, we have worked our tails off to open this first venue down in Broken Arrow. It's unbelievable. I toured again the other day. This is the first multiseasonal, multiconfigurational omni content venue ever built in history. This thing is -- I don't have any other way to say it and it's unbelievable. And on December 4 and 5 we are going to open it with our first preview nights. We're going to have preview nights all the way through our grand opening, which is coming in, in April. But I cannot be more excited about December 4 and 5. Tickets are going to go on sale?

Unknown Executive

executive
#31

They'll go on sale soon, so soon. But just a reminder, we saved this announcement for this meeting. This is the first people to hear it. This is not public to the...

Jay Roth

executive
#32

It's going to go out on the wire in about 30 minutes. The press release will be made in about 30 minutes, but the venue is close to being finished now in a handful of weeks the venue will be done. We were just nervous, honestly, to book it too early, just in case we weren't completely done. So we waited on booking it and started our preview on December 4, 5. But we will run lots and lots of shows between now between December 4 and 5 and the time we open it for its big grand opening, but I can't be more excited. I mean God has been so good to the business. And just following that, just think about this. just in a handful of months after we open that, about 12 or so weeks. We're going to open the grand daddy of them all in McKinney, Texas.

Unknown Executive

executive
#33

That's right. Well, JW, thank you so much for your time today. Thank you for your insight and for your candor and for and for all that you do for this company. I think it was really fund that we were able to keep that a secret for this meeting. That's what you get when you jump on these meetings, you get the latest news. But we are grateful for you guys for everything you do. Thanks for being part of this vision and for this family, anything --

Jay Roth

executive
#34

Hang in there. Just end this with one thing, hang in there. We're a long way from being done. But hang in there. You'll be glad you did.

Unknown Executive

executive
#35

Awesome. And with that, have a wonderful rest of the day.

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