Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On May 8, 2026, Sunset at Chattanooga, LLC ("Purchaser"), a wholly owned subsidiary of Venu Holding Corporation (the "Company"), entered into a Purchase and Sale Agreement (the "Purchase Agreement") with West End Property, LLC and WE SPE III, LLC (collectively, "Seller") to acquire an approximately 15-acre parcel of real property in Chattanooga, Tennessee (the "Property"). After closing on the acquisition of the Property, the Company through Purchaser and other subsidiary entities, intends to develop and operate a multi-seasonal amphitheater and entertainment complex at the Property (together, the "Complex").

The total purchase price for the Property is $20.0 million. The Purchase Agreement identifies the sources of the purchase price and portions of the purchase price that are to be delivered from those designated sources, being each of the following (as further described and defined in this Current Report on Form 8-K): proceeds from Development Incentive Funding; Suite Sales Revenue; and funds deliverable to Seller under a ticket fee participation agreement to be executed at closing that will entitle Seller to a portion of ticket sales to events at the Complex until Seller has been paid an aggregate agreed upon amount under that agreement. Closing is expected to occur on or before December 31, 2026. Purchaser's obligation to close on the acquisition of the Property is contingent upon satisfaction of various conditions on or before the six-month anniversary date of the Purchase Agreement, including: (i) Purchaser entering into a development agreement with any combination of the City of Chattanooga, Hamilton County, Tennessee, the State of Tennessee, and any other private or public entity relating to the development and operation of the Complex on terms and conditions that are satisfactory to Purchaser (the "Development Agreement"); (ii) the parties obtaining a defined minimum amount of incentives arising out of the Development Agreement ("Development Incentive Funding"); (iii) Purchaser pre-selling selling rights and interests in a minimum number of firepit suites in the proposed amphitheater on terms and conditions satisfactory to Purchaser ("Suite Sales Revenue"); and (iv) Seller having arranged for Hamilton County to have entered into an agreement to transfer an additional designated parcel to Purchaser. The contingencies also identify certain terms that are to be included in the Development Agreement, including the receipt or award of a defined minimum amount of tax increment financing incentive(s) to Purchaser, a ticket participation fee obligation whereby Purchaser would pay to one or more government entities a share of each ticket sold for Complex events, and the development of a structured parking facility for use in connection with events at the Complex in connection with which Purchaser will pay in perpetuity a fee for each vehicle parked at the structure for events at the Complex. Closing on the Property is subject to each of these conditions being satisfied in the sole and absolute discretion of Purchaser, or Purchaser electing to waive one or more of the conditions.

The Purchase Agreement also contains a number of customary terms and conditions for an agreement of this nature, including an obligation of Purchaser to deliver an earnest payment, matters related to tax prorations, casualty and condemnation of the Property, Purchaser's inspection rights and right to examine the title of the Property and object to matters related to title, representations and warranties of Seller, and other covenants of the parties.

The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Purchase 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.