Venu Holding Corporation filed a Form 8-K on October 26, 2026, disclosing agreements executed on October 20, 2026, covering an amended municipal development agreement and a sale-leaseback transaction involving the approximately 46-acre McKinney, Texas parcel underlying The Sunset McKinney entertainment complex.

Key Highlights

  • Sale-Leaseback Closed: Venu completed the McKinney Sale-Leaseback with STORE Capital Acquisitions, LLC, transferring the approximately 46-acre McKinney Parcel to STORE on October 20, 2026.
  • Original Purchase Price: The McKinney Parcel was purchased in January 2025 for an aggregate $35,000,000, consisting of $10,000,000 in cash and a $25,000,000 secured, non-interest-bearing promissory note issued to MEDC.
  • Amended Municipal Agreement: The Amended and Restated Chapter 380, Grant, and Development Agreement consolidates the original April 16, 2024 agreement and its four prior amendments into a single operative instrument.
  • MEDC Note Repayment Terms: The MEDC Note becomes due on the earlier of 30 days after receipt of a Temporary Certificate of Occupancy or the expiration of the Guarantor Cure Period.
  • Full Reimbursement Expected: According to the filing, MEDC will reimburse the company for the full $35,000,000 purchase price within 30 days following a specified triggering condition.
  • Personal Guaranty: The MEDC Note is personally guaranteed, jointly and severally, by J.W. Roth, the company's Chairman and Chief Executive Officer, and a third-party shareholder of the company.
  • New Security Agreement: Subsidiary Sunset Operations at McKinney, LLC granted the City Parties a security interest in revenues from The Sunset McKinney, including ticket, event, parking, concession, sponsorship, suite, naming rights, and licensing fee revenues.

Venu Holding's McKinney Sale-Leaseback and Restated City Agreement Details

Venu Holding Corporation (NYSE American:VENU) disclosed in its Form 8-K, filed October 26, 2026 and covering events of October 20, 2026, that it and certain subsidiaries executed a series of agreements related to The Sunset McKinney, an open-air amphitheater and entertainment complex under development in McKinney, Texas. The agreements accomplished two primary transactions: an amendment and restatement of the company's municipal development agreement with the City of McKinney and related entities, and a sale-leaseback of the roughly 46-acre McKinney Parcel with STORE Capital Acquisitions, LLC.

According to the filing, the Amended and Restated Chapter 380, Grant, and Development Agreement (the "A&R Agreement") supersedes the original April 16, 2024 agreement along with amendments made on October 15, 2024, December 3, 2024, October 6, 2025, and January 6, 2026. The A&R Agreement reflects the City Parties' consent to the sale-leaseback, establishes its governing terms, and preserves lien priority from the original recording. The company disclosed that it "remains responsible for the development, construction, operation, and maintenance of The Sunset McKinney" under the A&R Agreement.

As part of the restructured arrangement, the filing states that the McKinney Economic Development Corporation (MEDC) became entitled to retain the $10,000,000 cash portion of the original purchase price upon closing of the land sale to STORE, and that the $25,000,000 MEDC Note may become due and payable. However, the company disclosed that it "expects that amounts repaid under the MEDC Note will be reimbursed to the Company and its obligations under the MEDC Note will be forgiven." The A&R Agreement also provides that MEDC will reimburse the full $35,000,000 purchase price within 30 days following a specified triggering event described in the filing. The company's subsidiary Sunset Operations at McKinney, LLC concurrently entered into a Security Agreement granting the City Parties a security interest in substantially all operating revenues of The Sunset McKinney as collateral for the MEDC Note and related obligations.

What Was Disclosed

Venu Holding filed an 8-K disclosing execution of a sale-leaseback of its approximately 46-acre McKinney, Texas parcel with STORE Capital Acquisitions, LLC and an amended municipal development agreement with McKinney and related city entities, both effective October 20, 2026.