At the Ford Amphitheater, Six Shows and Higher Rent

The Ford Amphitheater played six shows in the first half of 2026, against eleven in the same period last year. Its contribution to its parent company’s revenue fell 37 percent in the second quarter. In June the land beneath the stage was sold for $49.7 million to a company co-owned by VENU’s chief executive, and the venue’s ground rent rose by just over $1 million a year. All of that sits in a quarterly filing that runs to 64 pages, itemizes every loan and personal guarantee the company has given, and does not use the word “mitigation” once.

VENU Holding Corporation filed its Form 10-Q for the quarter ended June 30 on August 13. The Colorado Springs company owns the Ford Amphitheater, the 8,000-seat open-air venue at Polaris Pointe whose sound has been the subject of two lawsuits, two city hardship permits and several thousand complaints from the neighborhoods to its north. The venue and those neighborhoods sit in county commissioner District 1 under the 2023 district map; the residents now suing over the noise live in Northgate Highlands, Northgate Estates and Gleneagle, and in unincorporated El Paso County.

The filing is not about noise. It is about a company building six more amphitheaters in four states while the one it already operates gets smaller.

The Venue’s Own Quarter

VENU reports the Ford Amphitheater separately from its restaurants and its indoor music halls, under the heading Amphitheater Operations.

Those figures need reading carefully. They are not the money taken at the gate. Under VENU’s agreement with AEG Presents — Rocky Mountains, LLC, which operates the amphitheater, the company books its share of the venue’s net profits after operating expenses, artist costs, security, utilities, insurance and overhead. So $630,072 is what was left for VENU after a half-season, not what the Ford Amphitheater turned over.

Read against the rest of the filing, it is a small number. In the same six months VENU spent $132,875,433 on property and equipment, most of it on amphitheaters in Broken Arrow, Oklahoma, and McKinney, Texas. The venue at the center of Colorado Springs’ longest-running noise dispute contributed less than half a percent of what the company spent building its successors.

The company expects this to improve. “The Company expects its amphitheater net profits to strengthen during the remainder of 2026,” the filing states, “driven by continued operations of the Ford Amphitheater throughout its season.” The venue’s season runs from April through October, so the first half captures only part of it, and the second half should carry more.

The Company Around It

The consolidated picture is one of rapid expansion financed at increasing cost.

Total assets rose 38 percent in six months. Cash fell by $25,022,708, and accounts payable — money owed to vendors and contractors — rose by $34,505,866. The net loss for the quarter was $19,733,446, against $12,303,594 a year earlier, a widening of 60 percent. For the half it was $34,177,639.

Founder, chairman and chief executive J.W. Roth described the quarter in the company’s own August 13 release as reflecting “steady, deliberate progress across our business.” He told the Gazette on August 28 that he was on “the 5-yard line,” that VENU would open a billion dollars of product in twenty-four months, and that he expected profitability in the second or third quarter of 2027. “I’d never tap the brakes on growth to pay down debt when I’m on the 5-yard line,” he said.

Two disclosures in the filing are worth setting beside that. The first is the going-concern language, which is more equivocal than a summary suggests: the accumulated deficit and the losses, the company writes, “raised substantial doubt about the Company’s ability to continue as a going concern; however, based on management’s expectations that the Company will add additional venue locations and continue its business operations, Venu believes that such substantial doubt has been alleviated.” The doubt is raised by the numbers and relieved by the plan.

The second is that VENU’s chief executive and chief financial officer concluded that the company’s disclosure controls and procedures “were not effective as of June 30, 2026,” owing to material weaknesses in internal control over financial reporting first identified in the 2025 annual report. The company says remediation is under way and expects significant work to be finished by December 31, 2026, and that it nonetheless believes the financial information in the report is materially correct.

What the Filing Carries About Noise

The Monument Independent read all 266,021 characters of the filing.

The word “noise” appears three times, all of them in a single paragraph of Part II describing the lawsuit. The words “sound,” “mitigation,” “wall” and “permit” do not appear at all. “Acoustic” appears once, in a sentence describing amphitheaters as “designed with special acoustics.” The note on commitments and contingencies records no accrual, reserve or committed spend relating to sound work at the Ford Amphitheater, and no reference to the city’s noise hardship permit.

That absence is not evidence that nothing is being spent, and it should not be read as such. A company with $511.8 million in total assets is not required to itemize a seven-figure construction cost, and mitigation work completed in 2025 would sit inside property and equipment without a label. What can be said is narrower: the public filings do not let a resident, an investor or a reporter learn what has been committed to sound work at this venue, or what is planned. The filings do not answer it, and only the company can.

What the filing does disclose is the litigation, and in more detail than has previously been public. Eight residents sued in El Paso County District Court on January 21, 2026. The filing names the case — Bailey v. Notes CS I, DST, No. 2026CV30179 — and records what has happened since: VENU’s subsidiaries moved to dismiss on March 2, arguing that the plaintiffs’ complaint “fails to measure noise in accordance with applicable state law,” and the court denied that motion. The subsidiaries filed an answer on June 23 and “intend to vigorously defend against all claims.”

The denial matters. The residents’ case is built on Hobbs v. City of Salida, the Colorado Supreme Court’s September 2025 holding that a municipal permit alone does not exempt a for-profit venue on private property from state noise limits. VENU’s own position, set out by its counsel Tobin D. Kern in a May 1, 2026 letter to the Colorado Springs police, is that the amphitheater’s lease structure places it inside the Hobbs exemption. A motion to dismiss was the first place to test that argument, and it did not carry.

The Ground Beneath the Stage

On June 5, VENU sold roughly 9.5 acres in Colorado Springs — the land on which the Ford Amphitheater sits — for $49,700,000. The buyer was O’Neil Roth Ford, LLC, which the company’s own Form 8-K describes as “co-owned and co-managed by a shareholder of the Company and the Company’s Chief Executive Officer and Chairman.” An adjacent 1.1-acre undeveloped parcel went to the same buyer for $10.00.

The amphitheater itself was not sold, only the ground under it. VENU took $29,820,000 in cash and a $19,880,000 promissory note bearing 4.87 percent, on which the buyer pays interest only from June 2027 and principal in 2046. The company retains an option to buy the land back for $50,700,000 within twenty years, and issued the buyer warrants over 5,000,000 shares at $3.79.

The lease that replaced the old one raised the venue’s annual ground rent from $3,222,000 to $4,224,500 — an increase of $1,002,500 a year, or 31 percent. It runs 25 years with five ten-year renewal options and is triple net, meaning the venue pays all costs and charges. The transactions were reviewed and approved by the disinterested members of VENU’s board and by its audit committee, under the company’s related-party policy.

Two details complicate the obvious reading, and both belong in it.

The first cuts against the venue. The loan the buyer used to make the purchase is secured not by the land it bought but by the 5.5-acre parking parcel next door — which is owned by an entity wholly owned by the other co-manager, and which VENU had already sold and leased back in November 2025. This newspaper traced that parcel in June to Belmont Manor Apartments LLC and a $14 million sale that closed the day after District 5 commissioner Lauren Nelson’s vacancy-election win. Both co-managers had to personally guarantee the new loan.

The second cuts the other way, and comes from VENU’s own disclosure. In the appraisal note to its August 13 release the company discloses that the parking parcel was appraised at $9.2 million and sold for $14 million, and that the 9.5-acre lot was “appraised and sold at approximately $50 million.” On the parking parcel, in other words, the related-party buyer paid $4.8 million above appraised value, and on the larger parcel it paid the appraisal. Whatever else these transactions are, the published appraisals do not describe a company selling land to its chief executive cheaply.

That November 2025 parking sale produced something else: a federal lawsuit that has not previously been reported locally.

On May 8, 2026, a VENU shareholder named Dennis J. Donoghue sued Kevin Wayne O’Neil in the United States District Court for the Southern District of New York, naming VENU itself as a nominal defendant. The claim was brought under §16(b) of the Securities Exchange Act, which requires a corporate insider who buys and sells the company’s stock within six months of each other to pay any profit back to the company.

The complaint describes the parking transaction from the other side. It alleges that O’Neil, whom it identifies as a holder of more than 10 percent of VENU’s common stock, sold 476,190 shares on November 5, 2025 in what it calls a “private real estate” transaction at an ascribed price of $13.44 a share. Those are the same 476,190 shares VENU’s own filings record receiving back and retiring into treasury as part of the $14 million parking-parcel purchase. Thirteen days later, on November 18, the complaint alleges, O’Neil bought 55,000 VENU shares at between $8.21 and $8.65. The resulting short-swing profit — which under the statute belongs to VENU, not to the shareholder who sues — was “estimated to exceed $277,479.”

The complaint also states that a demand for prosecution was made on VENU on November 20, 2025, and that the company did not respond within the statutory sixty days. That is what allowed a shareholder to bring the claim in the company’s name.

On June 23, 2026, Donoghue voluntarily dismissed the case with prejudice and without costs. The docket records no settlement, no judgment and no finding of any kind. A dismissal with prejudice ends a claim permanently, but it establishes nothing about whether the claim was good. Eighteen days earlier, the company jointly owned by O’Neil and Roth had closed on the land beneath the amphitheater. The Monument Independent has not established that those two events are related, and nothing on the docket indicates that they are.

The case does not appear in the 10-Q’s legal proceedings note. It was over seven weeks before that filing, and a claim of this size would not be material to a company this large, so its absence there is unremarkable.

There is one point on which VENU’s two filings disagree. The Form 8-K says the new rent “is subject to an escalator of 10% every five years.” The Form 10-Q says at Note 5 that it “escalates by 10% each year beginning on June 5, 2027.” Over a 25-year lease those are very different obligations, and the two descriptions cannot both be right.

Money at 18 Percent

After the quarter closed, VENU borrowed at rates that describe the cost of its own hurry.

On July 17 it took a $20 million bridge loan from Ryan, LLC at 18.0 percent for 90 days, personally guaranteed by Roth. On July 31 it issued $25 million of senior secured convertible debentures at a 5 percent original issue discount, half of it held back as cash collateral, on which it must make monthly installments of $5 million of principal plus a payment premium that “is initially 15% but increases to 20% after the 75th day.”

The company presents both as bridges. Roth’s own framing in the August 13 release is that VENU is moving away from sale-leasebacks toward Commercial Property Assessed Clean Energy financing, and that the Ryan loan and the debentures “are both structured to be retired after C-PACE closes.” The company says it has secured a path to more than $150 million of C-PACE financing arranged by CBRE Group. That is the hinge on which the rest turns, and it had not closed when the filing was made.

The filing carries one internal measure of how the market has priced all this. As of June 30, VENU had 44,180,367 warrants and stock options outstanding, with an aggregate intrinsic value of $880,362. Six months earlier, 9,752,617 instruments carried an intrinsic value of $14,329,214. The count more than quadrupled; the value fell by 94 percent. Shares closed at $2.02 on August 28, the Gazette reported, against an August 2025 high of $18.10. The warrants issued to the buyer of the amphitheater land carry a $3.79 strike; the debentures convert at $7.50; three tranches of options granted to Roth in January vest at $15, $20 and $25.

What This Means for the Neighbors

Very little of it, directly, and that is worth saying plainly rather than implying otherwise. A company’s losses do not make a concert louder. Nothing in this filing changes the January 2025 mitigation agreement, the hardship permit, or the obligations either imposes.

What it changes is context for two questions this newspaper has been unable to answer from public records for a month.

The first is what further sound work, if any, is coming. The last physical mitigation at the venue was completed before the 2025 season. This newspaper reported on August 20 that three seasons of complaint data show no detectable improvement once wind direction is controlled for, and that the measurements which would answer the question properly have never been published. A quarterly filing is not where that answer would live — but it is where a committed cost of any size would begin to show, and no such cost is visible.

The second is what pressure the venue is under. A triple-net ground rent of $4,224,500 a year, rising on a schedule the company’s own filings describe two different ways, is paid whether the venue books six shows or twenty. Every operational lever identified in this newspaper’s earlier reporting — shorter hours, lower front-of-house levels, fewer bass-heavy bookings — costs money in a year when the amphitheater is already producing less of it.

That is not a prediction about how VENU will behave. It is the shape of the incentive, stated once, from documents the company filed itself.

The 2026 season runs to the end of October.

Sources & further reading

The Independent’s own coverage: At the Ford Amphitheater, the Complaints Track the Wind · the measurement and mitigation record this piece assumes · The Independent Builds a Sound Forecast for the Ford Amphitheater · the wind and low-frequency findings referred to above · Follow the Money: Buc-ee’s, the Ford Amphitheater Network, and the 2026 Commissioner Races · which first traced the parking parcel now securing the land loan

Corporate filings: Form 10-Q for the quarter ended June 30, 2026, filed Aug. 13, 2026 · Form 8-K filed June 11, 2026, disclosing the land sale, the new ground lease and the May 11 restructuring · Second-quarter results release, Aug. 13, 2026, including the appraisal disclosures

City record: City of Colorado Springs Ford Amphitheater project page

Reporting by others: Breeanna Jent, “Colorado Springs-based VENU reports revenue, asset increases in 2nd quarter with widening net losses”, Colorado Springs Gazette, Aug. 30, 2026

Litigation: Donoghue v. Venu Holding Corp., No. 1:26-cv-03852 (S.D.N.Y., filed May 8, 2026; dismissed June 23, 2026) — complaint and notice of voluntary dismissal read in full via CourtListener · Bailey v. Notes CS I, DST, No. 2026CV30179 (El Paso County District Court, filed Jan. 21, 2026) · Hobbs v. City of Salida, 2025 CO 50

Methodology

The financial figures in this article are taken from VENU Holding Corporation’s Form 10-Q for the quarter ended June 30, 2026, read in full — all 266,021 characters of the filing as rendered, including the financial statements, the notes, management’s discussion and Part II. Where a figure also appears in the company’s August 13 press release, the filing governs.

The statements about what the filing does not contain were made after that complete read and then checked mechanically against the filing’s text: “noise” appears three times, all within the legal proceedings paragraph; “sound,” “mitigation,” “wall” and “permit” appear zero times; “acoustic” appears once. Absence from a quarterly filing is not evidence that a cost does not exist, and this article does not treat it as such.

Amphitheater Operations revenue is VENU’s net share of the venue’s profits under its agreement with AEG Presents, after operating and artist costs, rather than gross receipts at the venue. Season figures are partial: the amphitheater’s season runs April through October, so a six-month period ending June 30 captures only part of it, and no figure here has been annualized.

The two descriptions of the ground-rent escalator are quoted from the two filings as written; this newspaper has not resolved which controls and does not assert either. A table of future minimum payments on the related-party financing liability in the 10-Q is not consistent on its face with a $4,224,500 annual base rent, and is not used here for that reason.

Federal court records were searched through CourtListener, which indexes federal dockets via PACER. That search returned the Donoghue case, whose complaint and notice of voluntary dismissal were read in full. It cannot speak to the resident noise suit: Bailey is in El Paso County District Court, a Colorado state trial court, and state trial dockets are not carried in that system. Nothing in this article should be read as a report on the current state of that docket, which was last checked against VENU’s own August 13 filing.

Share-price figures are as reported by the Gazette for the close on Aug. 28, 2026. Warrant and option strike prices, and the intrinsic values quoted, are from the filing.