Filed 2026-03-31 · Period ending 2025-12-31 · 112,619 words · SEC EDGAR
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# Venu Holding Corp (VENU) — 10-K **Filed:** 2026-03-31 **Period ending:** 2025-12-31 **Accession:** 0001493152-26-014137 **Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1770501/000149315226014137/) **Origin leaf:** fa579226b210b47a92baab39f3d99b633642572dfc9f725a724b57ec08dd71ad **Words:** 112,619 --- ** UNITED STATES** **SECURITIES AND EXCHANGE COMMISSION** **Washington, D.C. 20549** **** **FORM 10-K** **** | | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | | | | | | For the fiscal year ended December 31, 2025 | | | | | | or | | | | | | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | | | | | | For the transition period from to | | **Commission file number: 001-42422** **** **VENU HOLDING CORPORATION** (Exact Name of Registrant as Specified in its Charter) | Colorado | | 82-0890721 | | | (State or other Jurisdiction of Incorporation or Organization) | | (I.R.S. Employer Identification No.) | | | | | | | | 1755 Telstar Drive Suite 501 Colorado Springs, Colorado 80920 (Address of Principal Executive Office and Zip Code) | | (719) 895-5483 (Registrants telephone number, including area code) | | Securities Registered Pursuant to Section 12(g) of the Act: | Title of each class: | | Trading Symbol | | Name of each exchange on which registered: | | | Common Stock, par value $0.001 per share | | VENU | | NYSE American LLC | | Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Act. Yes No Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No Indicate by check mark if the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, small reporting company, and emerging growth company, in Rule 12b-2 of the Exchange Act. | | Large accelerated filer | | Accelerated filer | | | | | Non-accelerated filer | | Smaller reporting company | | | | | Emerging growth company | | | | | If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the Registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the Registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No The aggregate market value of the voting common equity held by non-affiliates of the Registrant as of June 30, 2025 was $287,043,620 based on the closing sales price of $11.79 per share of the Registrants Common Stock on such date as reported by the NYSE American LLC. The Registrants Class B Non-Voting Common Stock is not publicly traded and therefore was excluded from this calculation. As of March 31, 2026, the Registrant had 60,042,328 shares of Common Stock and 304,990 shares of Class B Non-Voting Common Stock outstanding. | | | **TABLE OF CONTENTS** **** | | | Page | | | Part I | | | Item 1. | Business | 7 | | | Item 1A. | Risk Factors | 38 | | | Item 1B. | Unresolved Staff Comments | 64 | | | Item 1C. | Cybersecurity | 65 | | | Item 2. | Properties | 65 | | | Item 3. | Legal Proceedings | 67 | | | Item 4. | Mine Safety Disclosures | 67 | | | Part II | | | Item 5. | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 68 | | | Item 6. | Reserved | 69 | | | Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations | 69 | | | Item 7A. | Quantitative and Qualitative Disclosures about Market Risk | 85 | | | Item 8. | Financial Statements and Supplementary Data | 85 | | | Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 85 | | | Item 9A. | Controls and Procedures | 85 | | | Item 9B. | Other Information | 86 | | | Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 86 | | | Part III | | | Item 10. | Directors, Executive Officers, and Corporate Governance | 87 | | | Item 11. | Executive Compensation | 91 | | | Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 97 | | | Item 13. | Certain Relationships and Related Transactions, and Director Independence | 100 | | | Item 14. | Principal Accountant Fees and Services | 104 | | | Part IV | | | Item 15. | Exhibits and Financial Statement Schedules | 105 | | | Item 16. | Form 10-K Summary | 107 | | | 2 | | **Part I** **** *As used in this Annual Report on Form 10-K (this Annual Report), unless the context otherwise requires, references to we, us, our, the Company, and Venu refer to Venu Holding Corporation and its subsidiaries, and references to Common Stock refer to the Companys common stock, $0.001 par value per share. The information that follows may contain forward-looking statements, which involve various risks and uncertainties, including those identified in Item 1A (Risk Factors) of this Annual Report, and are qualified as indicated under Cautionary Note Regarding Forward-Looking Statements below. All of the discussion and analysis in this Annual Report should be read with, and is qualified in its entirety by, the Consolidated Financial Statements and related notes included in this Annual Report. Our website address is https://venu.live.* ** **Cautionary Note Regarding Forward-Looking Statements** **** This Annual Report contains forward-looking statements regarding future events and the Companys future results. These statements are based on current expectations, estimates, forecasts, and projections about the industry in which the Company operates and the beliefs and assumptions of the Companys management. Words such as expects, anticipates, targets, goals, projects, intends, plans, believes, seeks, estimates, continues, could, would, should, will, may, variations of such words, and similar expressions of a forward-looking nature are intended to identify such forward-looking statements. In addition, any statements that refer to projections of the Companys future financial performance, the Companys anticipated growth and potential in its business, and other characterizations of future events or circumstances are forward-looking statements. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict, including those identified in the Risk Factors section of this Annual Report and elsewhere herein. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements, and readers are cautioned not to place undue reliance upon such statements in making an investment decision. The Company disclaims any obligation to update factors or to announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments. In addition, statements such as we believe and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Annual Report and, although we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted a thorough inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. You should carefully read the factors set forth in the Risk Factors section in this Annual Report, and other cautionary statements made throughout this Annual Report, and you should interpret such factors and cautionary statements as being applicable to all forward-looking statements wherever appearing in this Annual Report. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances, or otherwise, unless required by law. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf. | 3 | | **Summary of Risk Factors** **** Our business is subject to a number of risks, of which you should be aware. These risks are discussed more fully in the Risk Factors section of this Report. These risks include, but are not limited to, the following: | | | Venu will require additional capital to support its business plan and potential growth, and this capital might not be available on favorable terms, or at all. | | | | | | | | | | Venu has incurred net losses and anticipates that it will continue to incur net losses for the near-term future and may never achieve profitability. | | | | | | | | | | Venus business plan is based on numerous assumptions and estimates that may not prove accurate. | | | | | | | | | | Venus debt obligations may adversely affect cash flow and impose restrictions on Venus ability to operate its business. | | | | | | | | | | Venu faces risks related to material weaknesses in its internal control over financial reporting, and there are inherent limitations on the effectiveness of the controls and procedures that it implements. Venus failure to remediate such material weaknesses could adversely affect its ability to report its financial condition and results of operations in a timely and accurate manner. | | | | | | | | | | Certain subsidiaries of Venu that own, or are expected to own, key real property assets are not wholly owned, and as a result, third parties have rights in certain assets and operations of those subsidiaries. | | | | | | | | | | The agreements specifying the terms of Venus public-private partnerships with local municipalities impose various conditions, obligations, restrictions, and covenants related to Venus ownership, use, development, and operation of the properties it acquires and the venues it constructs. Venus failure to comply with such restrictions could subject Venu to various consequences, ranging from the payment of monetary fees to the clawback of purchased property, any of which could have a materially adverse impact on Venus business and financial condition. | | | | | | | | | | Venus ability to open new amphitheaters and venues on schedule and in accordance with targets may be adversely affected by delays or problems associated with acquisition and construction delays, and by other factors, some of which are beyond Venus control. | | | | | | | | | | The success of Venus amphitheater and venue projects depends on the popularity of guest experiences at those venues, as well as Venus ability to attract advertisers, marketing partners, operating partners, audiences, and artists to concerts or other events at those locations. If The Sunset Amphitheater and other venues owned by Venu do not appeal to customers, or if Venu is unable to attract advertisers and marketing partners, there will be a material negative effect on the Companys business and results of operations. | | | | | | | | | | Venus construction of its first outdoor amphitheater project in Colorado Springs required, and future amphitheater facilities that Venu intends to open will require, significant capital investments by Venu with no assurance that the venues will be successful. | | | | | | | | | | Venu has not finalized certain plans and specifications for many of its proposed new venue locations, and as a result Venus costs may be higher than anticipated, resulting in possible additional capital requirements, additional debt, or less favorable operating results than projected. | | | | | | | | | | Venu may suffer project delays, increased costs, and financial losses if city councils or other local governmental bodies oppose Venus land-purchase and venue-construction proposals or reject purchase and development agreements that Venu has negotiated with other regulatory bodies within a given city. | | | | | | | | | | Potential development and construction delays could cause Venus estimate of future income, expenses, and development costs to be inaccurate. | | | | | | | | | | The success of Venus business operations depends in part on its ability to acquire, develop, lease, and maintain live-music venues, and if it is unable to do so on acceptable terms, or at all, its results of operations could be adversely affected. | | | | | | | | | | Venus reliance on third-party operators to manage and operate Ford Amphitheater and future amphitheater locations exposes Venu to risks, including profit sharing, limited operational control, non-compete restrictions, indemnification obligations, and potential disruptions from the termination or renewal of operating agreements. | | | | | | | | | | If Venu fails to execute its business strategy, which includes identifying, acquiring, and then developing new restaurants, amphitheaters, and entertainment venue locations, and opening locations that are profitable, Venus business could suffer. | | | | | | | | | | Expansion into new geographic markets may present increased risks due to relative unfamiliarity with these markets. | | | | | | | | | | The catastrophic loss of a facility could adversely affect business. | | | | | | | | | | Venus operational costs may be greater than projected due to factors beyond Venus control that slow project development and may adversely impact Venus profitability. | | | | | | | | | | Venus restaurants and live-music venues face intense competition, and if Venu is unable to continue to compete effectively, its business, financial condition, and results of operations would be adversely affected. | | | | | | | | | | Venu may face challenges in building name recognition, developing its reputation, and protecting its brand and reputation from adverse events that may not be within Venus control, which could adversely impact its expansion efforts, its operating results, and its ability to attract talented performers, generate audience enthusiasm, sell tickets, and generate revenue from its venues. | | | | | | | | | | The entertainment business in which Venu operates is highly sensitive to customer tastes. The success of Venus business depends on Venus (and its contractual partners) ability to attract popular artists and other live events to its venues. Venu and its partners may be unable to book events that generate demand, or anticipate or respond to changes in consumer preferences, which may result in decreased attendance at concerts and events hosted at Venus venues. | | | | | | | | | | Venus success depends, in significant part, on entertainment and leisure events and economics, and other factors adversely affecting such events could have a material adverse effect on our business, financial condition, and results of operations. | | | 4 | | | | | Venus business depends on discretionary consumer and corporate spending, which may be impacted by market volatility and challenging economic conditions. | | | | | | | | | | Portions of Venus business are subject to seasonal fluctuations, and its operating results and cash flow likely will vary from period to period. | | | | | | | | | | Poor weather adversely affects attendance at live music events, which could negatively impact Venus financial performance from period to period. | | | | | | | | | | There is a risk of personal injuries and accidents in connection with live music events, which could subject Venu to personal injury or other claims and increase expenses, as well as reduce attendance at its live music events, causing a decrease in revenue. | | | | | | | | | | The sale of food and prepared food products for human consumption involves a risk of injury to customers. | | | | | | | | | | The price and availability of food, ingredients, retail merchandise, transportation, distribution, and utilities used by Venus venues could adversely affect revenues and results of operations. | | | | | | | | | | Venu is subject to extensive governmental regulation and changes in these regulations and its failure to comply with them may have a material negative effect on the Companys business and results of operations. | | | | | | | | | | Zoning and governmental approvals could hinder, delay, or completely inhibit Venus ability to own, develop, lease, and construct upon the real estate upon which it intends to build new restaurants and venues. | | | | | Venus ability to meet labor needs while controlling costs is subject to external factors such as unemployment levels, minimum wage legislation, health care legislation, payroll taxes and changing demographics. | | | | | | | | | | The regulatory environment surrounding information security and privacy is increasingly demanding, with the frequent imposition of new and constantly changing requirements. | | | | | | | | | | Venu was previously engaged in litigation related to its construction and operation of Ford Amphitheater in a lawsuit that was ultimately dismissed. Venu is also currently facing litigation related to alleged unlawful noise pollution from Ford Amphitheater. Venu may face similar lawsuits in other municipalities where it is constructing, or plans to construct, Sunset Amphitheaters. | | | | | | | | | | We may, from time to time, be subject to legal proceedings, regulatory inquiries, investigations, or claims that could adversely affect our business. | | | | | | | | | | If certain communications used to market certain exempt offerings of membership interests conducted by the Companys subsidiaries are deemed to have been an offer in violation of Section 5 of the Securities Act with respect to any public offering that the Company conducts, the Company may be subject to certain claims for rescission by investors that participate in the public offering. | | | | | | | | | | Any failure by Venu or its subsidiaries to comply with private offering exemption requirements could result in, among other things, rescission rights that could adversely affect the Company as a whole. | | | | | | | | | | Use of social media and influencers may adversely affect our reputation or subject us to fines or other penalties. | | | | | | | | | | A material disruption in information technology, network infrastructure, and telecommunication systems could adversely affect our business and results of operations. | | | | | | | | | | A privacy breach or cybersecurity attack could adversely affect Venus business and operations. | | | | | | | | | | Data security incidents and the unauthorized access, use, or disclosure of personal or sensitive information could adversely affect our business, damage our reputation, and give rise to liabilities. | | | | | | | | | | Failure to maximize or to successfully protect and assert Venus intellectual property rights could adversely affect business and results of operations. | | | | | | | | | | We may be subject to claims that we infringed upon certain third-party intellectual property rights, which, even if meritless, could be costly to defend and could adversely affect our business, results of operations, financial condition, and prospects. | | | | | | | | | | Venu is involved in a number of related-party transactions. | | | | | | | | | | Venu is dependent on its key personnel and will need to hire additional personnel. Venus hiring abilities may be strained by current employment trends and economic conditions. | | | 5 | | | | | Venus officers, directors, and principal shareholders collectively own a substantial portion of Venus Common Stock. | | | | | | | | | | Venus officers and directors do not owe a duty of exclusivity to Venu. | | | | | | | | | | Venu is dependent on attracting and retaining qualified employees while also controlling labor costs. | | | | | | | | | | Global economic and market uncertainty may adversely impact Venus business and operating results. | | | | | | | | | | Venu and its venues may be adversely affected by the occurrence of extraordinary events, such as terrorist attacks or disease epidemics. | | | | | | | | | | Health concerns, government regulation relating to the consumption of food products, and widespread infectious diseases could impact consumer preferences and negatively affect results of operations. | | | | | | | | | | The stock price of Venus Common Stock may be volatile or may decline regardless of our operating performance. | | | | | | | | | | We do not expect to pay dividends in the foreseeable future. Any return on investment may be limited to the value of Venus Common Stock. | | | | | | | | | | Widespread market volatility and fluctuations in the share price of Venus Common Stock could expose us to costly securities litigation. | | | | | | | | | | Our ability to use our net operating loss carry-forwards and certain other tax attributes may be limited. | | | | | | | | | | Our Articles of Incorporation permit blank check Preferred Stock, which can be designated by our Board of Directors without shareholder approval. | | | | | | | | | | Certain provisions in our Governance Documents could make a merger, acquisition, other change in control, tender offer, or proxy contest more difficult and may prevent shareholder attempts to replace or remove our current management, which could depress the trading price of our Common Stock. | | | | | | | | | | Certain limitation-of-liability and indemnification provisions in our Governance Documents may discourage shareholders from bringing a lawsuit against our directors and officers for breaches of their fiduciary duties, may reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit the Company and other shareholders, and may adversely impact shareholders investments to the extent that the Company pays the costs of settlement and damage awards against directors and officers as required by these indemnification provisions. | | | | | | | | | | If securities analysts do not publish research or reports, or publish unfavorable research or reports, about us, our business, our Common Stock, or our market, the price of shares of our Common Stock and our trading volume could decline. | | | | | | | | | | Shareholders ownership interest may be diluted significantly through our efforts to obtain financing and satisfy obligations through issuance of additional shares. | | | | | | | | | | A significant portion of our total outstanding shares of Common Stock are eligible to be sold into the market in the near future, including pursuant to Rule 144, which could cause the market price of our Common Stock to drop significantly, even if our business is doing well. | | | | | | | | | | The financial and operational projections that we may make from time to time are subject to inherent risks. | | | | | | | | | | If we fail to establish and maintain an effective system of internal control or disclosure controls and procedures are not effective, we may not be able to report our financial results accurately and timely or to prevent fraud. Any inability to report and file our financial results accurately and timely could harm our reputation and adversely impact the trading price of our Common Stock. | | | | | | | | | | We are an emerging growth company and a smaller reporting company, and the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies may make our Common Stock less attractive to investors. | | | | | | | | | | Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud. | | | | | | | | | | Future changes in financial accounting standards or practices may cause adverse and unexpected revenue fluctuations and adversely affect our reported results of operations. | | | | | | | | | | There are many risks associated with forward-looking information in this Annual Report. | | | 6 | | **Item 1. Business** **Overview of Venus Business** **Business Overview** Venu is an entertainment and hospitality holding company based in Colorado Springs, Colorado that designs, develops, owns, and operates (whether directly or through third-party operators) up-scale music venues, multi-season amphitheaters, and full-service restaurants and bars where music, dining, and luxury experiences converge. Venu was founded in 2017. Since its inception, Venu has strived to set a new standard in the hospitality and entertainment industry through its entertainment-campus venue concept and to meet the growing demand for live entertainment by developing new venues in strategically selected, rapid-growth, entertainment-underserved markets. Venu takes pride in being a catalyst for memorable experiences, a champion of local entertainment, and a contributor to vibrant communities. To date, Venu has developed, or is in the process of developing, three restaurant concepts and one bar concept, as well as live music indoor venues that accommodate approximately 1,400 guests and multi-season amphitheaters that accommodate 8,000 or more guests. Currently, Venu operates indoor venues and restaurants in Colorado and Georgia, but it is in varying levels of planning or development to open venues in Oklahoma and Texas, with the Sunset at Broken Arrow expected to open in Fall 2026 and other locations in 2027. Venu is a growing entertainment and hospitality company. Venu attributes its growth capabilities, in part, to its key partnerships with leaders in the music and entertainment industries, its experienced management team with prior success in hospitality and entertainment, and its strategic public-private partnerships that support ongoing economic growth. Venu believes that its venues offer patrons memorable experiences through a variety of music acts, high-end venues, desired food menu options, and exceptional hospitality. Venu is exploring business-expansion opportunities to meet the growing demand for live entertainment and touring acts by artists and fans alike. Venu believes that its strategic development of venues in rapid-growth areas, experience in building partnerships with local governments and managing the elevated regulatory standards associated with public-private projects, and ability to negotiate naming and sponsorship rights with ubiquitous brands make it a highly sought-after entertainment and hospitality company by municipalities across the United States. **Corporate History** Venu was originally formed in Colorado on March 13, 2017, as Bourbon Brothers Restaurants, LLC, a Colorado limited liability company. On April 6, 2022, the Company converted to a corporation. On September 6, 2024, Venu adopted Amended and Restated Articles of Incorporation to, among other things, change its legal name to Venu Holding Corporation. Venus principal executive office is located at 1755 Telstar Drive, Suite 501, Colorado Springs, Colorado 80920. (telephone: 719-895-5483). Venus principal website is *https://venu.live.* Information contained on, or accessible through, Venus website is not a part of this Annual Report. **Overview of Venus Venues** Venu currently has two music venue concepts: (1) an indoor, more intimate music hall venue known as Bourbon Brothers Presents (*BBP*), which currently operates under the names of Phil Long Music Hall at Bourbon Brothers with respect to the Colorado venue and The Hall at Bourbon Brothers or Boot Barn Hall with respect to the Georgia venue in accordance with the naming rights of the BBP venues; and (2) a multi-seasonal amphitheater venue known as The Sunset Amphitheater, which is intended to offer higher-end amenity options to patrons that will vary depending on location, but will generally include offerings such as Luxe FireSuites, VIP suites, and access to an adjoining restaurant and/or rooftop bar. Venu has operated a BBP in Colorado Springs, Colorado (*BBP CO*) since 2019 and in Gainesville, Georgia (*BBP GA*) since June 2023. Venus debut outdoor Sunset Amphitheater venue opened in Colorado Springs, Colorado, in August 2024, which is called Ford Amphitheater pursuant to a naming-rights agreement (*Ford Amphitheater*). From time-to-time Venu may also explore other music, restaurant and entertainment venue concepts. Venu currently has two restaurant concepts: (1) a flagship, full-service restaurant concept known as Bourbon Brothers Smokehouse & Tavern (*BBST*); and (2) an upscale, five-star, fine-dining restaurant concept known as Roths Sea & Steak (*Roths*). Venu opened a BBST in Colorado Springs, Colorado (*BBST CO*) in 2017 and in Gainesville, Georgia (*BBST GA*), simultaneously with its BBP GA indoor music hall, in June 2023. Venu opened Roths adjacent to Ford Amphitheater in June 2025 for exterior concert seating and in November 2025 for restaurant operations. Venu expanded its live-music and entertainment footprint in Colorado Springs in September 2022 when it opened Notes bar-restaurant, which featured upscale bar fare and dive-bar specials, before expanding to the full restaurant Notes Eatery in May 2024. As of July 18, 2025, Notes Eatery ceased its operations. Venu has one bar concept, which is an elevated, craft-cocktail bar experience called Brohans (*Brohans*). Brohans opened in November 2025 and operates on the rooftop of Roths overlooking the Ford Amphitheater. | 7 | | Lastly, Venu has a hospitality suite concept called Notes Hospitality Collection (*NHC*), which consists of hospitality suites intended to be used for hosting large events such as corporate conferences, weddings, expos, galas, trade shows, and conventions. Venus first NHC development opened in November 2025 as part of the mixed-use development where Roths and Brohans will operate adjacent to the Ford Amphitheater. NHC consists of two premier, configurable hospitality spaces framing either side of Roths to be used for hosting corporate events, weddings, trade shows, conventions, and other events. Venu typically constructs and operates its music, restaurant, and bar venues concurrently and in close proximity to one another, creating an entertainment campus that enhances guests dining, social, and live-entertainment experiences. **Venus Mission and Strategy** Venus mission is to revolutionize entertainment and hospitality by offering dynamic entertainment campuses where music, dining, and luxury converge. Venu carries out its mission by leveraging its: | | | exclusive collection of premium restaurants and luxury venue properties, designed to enhance the customer experience through designed spaces and a spectrum of ticket and menu offerings that accommodate the needs and desires of a wide range of customers, whether their priority is to enjoy an outing that maximizes both fun and affordability or to be treated to a decadent, VIP type of experience; | | | | | | | | | | management team with years of experience and prior success in hospitality and entertainment, venue and infrastructure development, and venue and restaurant management; | | | | | | | | | | operational and brand partnerships with well-known industry leaders that create brand recognition for Venus venues and enable them to be operated efficiently and effectively to provide a seamless experience for customers while maximizing the returns of shareholders; | | | | | | | | | | institutional knowledge of the entertainment landscape, insight regarding which artists and entertainers drive audience engagement, and strong industry relationships that make it possible to route those acts to Venu venues; | | | | | | | | | | community ties and relationship lead in the markets that Venu focuses on its development efforts in, which enhances its capital-raising efforts and advances its ability to deliver the types and genres of entertainment that complement the desires and demographic of the community being served; | | | | | | | | | | optimization of the functionality and use of its venues, which can be rented for both personal and corporate events with a range of seating capacities and spaces that can accommodate intimate gatherings or large, table-top events for 500-700 seated guests; | | | | | | | | | | financing and acquisition strategy that catalyzes growth while minimizing future dilution, as discussed in more detail under Financing and Acquisition Strategy below; and | | | | | | | | | | strict criteria for evaluating business-expansion opportunities and ensuring that any new markets for its venues meet specific demographic profiles, are undersaturated with entertainment options, and have local governments that recognize the value of investing in an entertainment campus to drive local economic growth and to build community culture, as discussed in more detail under Financing and Acquisition Strategy. | | **Financing and Acquisition Strategy** A key factor to Venus current and future success is its ability to continue growing through venue and infrastructure development while attempting to minimize future dilution. The financing and acquisition strategy of Venu and its subsidiaries include three primary components: (1) partnering with municipalities that attract local development by offering financial incentives; (2) conducting pre-sales for its venues of naming rights, sponsorships, owners club memberships, and rights to use Luxe FireSuites through traditional cash sales, fractional financing, and triple-net lease interests; and (3)accessing attractive debt capital. | 8 | | *Financial Partnerships with Municipalities* When deciding where to develop new venues, Venu focuses on high-growth areas that it believes are materially underserved of premium music and entertainment options and are located in cities that are willing to partner with, and offer financial incentives to, Venu in exchange for Venus agreement to develop a venue in the partnering city. Often, those financial incentives are made possible through economic-development funds (*EDFs*), which enable local governments to fund projects and programs intended to spur the local economy or to induce local property development by offering investments such as below-market land sales, land grants, tax abatements and rebates, and/or property-tax refunds. Venu is experienced in obtaining land for new venue developments by negotiating favorable land-sale contracts with cities who use EDFs to sell the land to Venu for substantially less than market value in exchange for Venus agreement to develop and operate an entertainment campus on the land, which will in turn drive local economic growth, foster a community-wide culture, and attract other developments. As an example of this strategy, Venu introduced its restaurant and music venue concepts to Gainesville, Georgia in January 2022 by negotiating a Purchase and Sale Agreement between one of its subsidiaries, GA HIA, LLC (*GA HIA*), and the Gainesville Redevelopment Authority (the *GRA*), pursuant to which the GRA agreed to sell approximately 1.7 acres of land to GA HIA for $800,000 to incentivize the development of the BBST GA restaurant and the BBP GA music hall that Venu opened on the property approximately 18 months later in June 2023. The GRA viewed its public-private partnership with GA HIA as an opportunity to induce and stimulate redevelopment and investment in one of Gainesvilles tax-allocation districts that was in need of improvement. Similarly, on April 30, 2024, the Company executed a term sheet with the City of El Paso, Texas (*El Paso*), and then in June 2024 and July 2024 entered into aChapter 380 Economic Development Program Agreement (the *Chapter 380 Agreement*), a Purchase and Sale Agreement, and related transaction documents (collectively, the *Definitive El Paso Agreements*).On May 13, 2025, the Company (through a wholly owned subsidiary) acquired an approximately 20-acre tract of land where it will develop The Sunset Amphitheater in El Paso, Texas pursuant to theDefinitive El Paso Agreements.Under the Definitive El Paso Agreements the City of El Paso provided various incentives to the Company related to the development of The Sunset El Paso including contributing cash towards Venus development costs by issuing an eight-year, no-interest, forgivable loan to Venu (the *El Paso Loan*) in the principal amount of $8,000,000 funded by the Texas Economic Development Fund. If the Company completes construction of The Sunset El Paso within 36 months from the date Venu receives all government authorizations required to develop and construct the amphitheater (such process, *Entitlement*) and hosts a minimum of 25 events per year at The Sunset El Paso in years 3-5 of the rebate period, the El Paso Loan will be forgiven. Through its agreements with the Cities of Gainesville, Georgia and El Paso, Texas, Venu has negotiated various tax incentives through property-tax rebates and sales-tax abatements that afford the Company financial benefits over the term of the rebates via reduced occupancy expenses. As Venu plans and implements its Texas and Oklahoma expansion, it has entered into public-private partnerships and incentive packages for the McKinney, Texas and Broken Arrow, Oklahoma markets as described in this Annual Report. *See* Business Public-Private Partnership Obligations. While Venus public-private partnerships with local municipalities enable Venu to acquire land on terms more favorable than Venu could likely negotiate in open-market sales, or to obtain other financial incentives that offset Venus costs of constructing and operating new venues, the agreements specifying the terms of Venus public-private partnerships with a given municipality also impose certain conditions, obligations, and covenants (collectively, *Restrictions*) that restrict Venus ownership, use, and development of the land it acquires and the venues it constructs and operates. Venu is typically subjected to those Restrictions pursuant to the Development Agreements that Venu and a local municipality enter into in connection with the purchase and development of the land. Certain immaterial obligations may also be imposed on Venu under the ancillary agreements to its public-private partnerships, which could include, for example, parking or facilities-use agreements. The material terms of its public private partnership agreements and the Restrictions on Venus ownership and use of the real property it has acquired through public-private partnerships are described in more detail under Subsidiaries and Properties Public-Private Partnership Obligations below. For a review of the material risks Venu faces as a result of the Restrictions Venu and in connection with its public-private partnerships, see the section of this Annual Report entitled Risk Factors *The agreements specifying the terms of Venus public-private partnerships with local municipalities impose various conditions, obligations, restrictions, and covenants related to Venus ownership, use, development, and operation of the properties it acquires and the venues it constructs. Venus failure to comply with such restrictions could subject Venu to various consequences, ranging from the payment of monetary fees to the clawback of purchased property, any of which could have a materially adverse impact on Venus business and financial condition*. | 9 | | *Pre-Sales of Naming Rights, Sponsorships, Club Membership, and Rights to Use Luxe FireSuites Through NNN Lease Arrangements* The second component of Venus financing and acquisition strategy consists of pre-selling the naming rights to its venues and generating capital that can be used to finance development-related costs. The cost of naming rights for each of Venus venues range from approximately $140,000 per year for an indoor concert venue, such as Phil Long Music Hall at Bourbon Brothers, to up to $2,000,000 per year for a large multi-season amphitheater like The Sunset Amphitheater that Venu anticipates opening in McKinney, Texas. Venus former naming-rights sponsor for both its BBP CO and BBP GA venues was Boot Barn Holdings Inc. (NYSE: BOOT), a leading retailer of western and work-related apparel and footwear. In July 2024, Phil Long Dealerships, Inc. purchased the naming rights to BBP CO for a five-year term under an Agreement for Naming and Sponsorship Rights, pursuant to which BBP CO is called Phil Long Music Hall at Bourbon Brothers. In May 2024, Sunset Operations, LLC, a wholly owned subsidiary of Venu, also entered into a Naming and Sponsorship Rights Agreement with Mountain States FDAF, which agreed to acquire the naming rights to Venus first outdoor amphitheater in Colorado Springs. During the duration of the agreements ten-year term, the amphitheater will be called Ford Amphitheater. In addition to pre-selling the naming rights to its venues, Venu has developed a menu of sponsorship inventory at each BBP location, which primarily consists of table and shows sponsorships. Additionally, Venu may sell Presenting Show sponsorships for several of its promoted shows. Venu or its venue operator also enters into product-specific sponsorship agreements. For example, pursuant to a Sponsorship Agreement with Anheuser-Busch, LLC (*Anheuser-Busch*), Anheuser-Busch serves as the exclusive malt-beverage sponsor at Ford Amphitheater and has the right to refer to itself in marketing materials as the Official Beer Sponsor and Official RTD Sponsor of Ford Amphitheater. Certain of Venus subsidiaries also accumulate financing and acquisition capital for the specific assets and properties held by that subsidiary by selling non-voting membership units, which entitle holders to various in-kind benefits, such as rights to use a Luxe FireSuite at a specific multi-season music amphitheater as well as certain preferential economic rights. The rights associated with the non-voting membership units are set forth in the applicable subsidiarys operating agreement, which, in certain cases, provides that any distributions of available cash that is attributable to a defined portion of revenues generated by ticket sales for an event held at a specific venue project will be distributed to the non-voting members (which include all members except Venu and its subsidiaries), with the excess to be distributed to the voting member (which is Venu or a wholly-owned subsidiary). At Ford Amphitheater in Colorado Springs, Venu incorporated 90 Luxe FireSuites located on the concourse between the stadium-style seating in front of the stage and the lawn, each of which accommodates eight VIP guests per show. Prior to breaking ground on Ford Amphitheater, in this manner Venu pre-sold rights to each Luxe FireSuite, with the proceeds deployed to fund most of the amphitheaters construction-related expenses. Venu expects that those subsidiaries that will own their amphitheater assets will utilize a similar financing strategy in the markets where there are plans to develop multi-seasonal amphitheaters, which currently include Broken Arrow, Oklahoma, McKinney, Texas, El Paso, Texas, and Houston Texas. Because the development and market of each amphitheater is unique, pricing for interests in Luxe FireSuites will vary depending on venue location. During 2025, a wholly owned subsidiary of Venu, Venu LuxeSuite Holdings, LLC (*Luxe*), also entered into triple-net (*NNN*) lease arrangements providing for the sale of use rights and the concurrent lease-back of certain luxury concert suites (each, a *Luxe FireSuite*) at certain venues. Under the NNN lease structure, Luxe sells to a third party the exclusive use rights to a Luxe FireSuite in exchange for the third-partys payment of an upfront purchase price and concurrently leases the Luxe FireSuite back for a 15-year term. The lease is triple net, meaning that Luxe is responsible for all suite-related operating costs (maintenance, insurance, taxes) over the term of the lease. Certain Venu subsidiaries that own, or are developing, amphitheaters also may sell interests in Luxe FireSuites using this same NNN model. *Debt Financing* The final component of Venus acquisition and financing strategy is accessing attractive debt capital. Based on the land sales that Venu has previously negotiated with various municipalities, Venu believes it can acquire land inexpensively through continuing to strategically partner with municipalities. Venu also believes it is equipped to fund portions of its construction expenses using funds generated from pre-sales of its naming rights, Luxe FireSuites, and sponsorships. Those abilities make Venu believe it is uniquely positioned to access debt on attractive terms to finance any other unfunded construction costs. *Other Financing Strategies* In addition to the financing strategies outlined generally described above, Venus financing strategy includes other components, such as continued revenue growth, sale-leaseback transactions, and sales by certain of Venus subsidiaries, such as GA HIA, of membership interests to third parties as a component of the financing for the specific real property asset and development they hold, as described further below under *Venus Subsidiaries and Properties*. Further, with respect to certain of its real property assets and interests, Venu may from time to time elect to hold title to a particular asset through a Delaware Statutory Trust and permit third parties to acquire beneficial interests in the trust in a tax-advantaged manner (such as through 1031 exchanges) and realize certain tax benefits. Under such an arrangement, a wholly owned subsidiary serves as the trustee of the trust and controls all decisions with respect to the property (including its potential sale). This structure is similar to a sale-leaseback arrangement in that Venu can in part monetize an otherwise illiquid asset, yet, retain full control over the asset and have the power and authority to repurchase the applicable property in full if deemed appropriate under the market conditions and the Companys liquidity at any given time. One example is the real property upon which the Ford Amphitheater was constructed, which is leased to Sunset Amphitheater LLC under a ground lease and conveyed to a Delaware Statutory Trust with the expectation that a portion (but in no event all) of the beneficial interests in that trust will be sold to third parties. Another example of one of Venus financing strategies is its sale-leaseback transaction involving the 5.5-acre parcel of real property owned by Notes Live Real Estate, LLC (*NLRE*), a wholly owned subsidiary of Venu, in Colorado Springs, Colorado, which serves as the primary parking lot for Ford Amphitheater. After purchasing and improving that property in fiscal years 2023 and 2024, NLRE sold the property to a related party in November 2025 pursuant to a real estate purchase and sale agreement, yielding a development profit, and concurrently entered into a ground lease agreement with that related party to lease the property back for a 20-year term under an NNN lease structure. | 10 | | **Site-Selection Strategy** Venu has developed criteria and a disciplined process for expanding its live-music venues and restaurant properties. Venu searches for markets that meet its strict criteria and in which there are few or no competing entertainment properties. To date, Venu has focused on markets in warmer weather locations, metro areas that have expanded substantially and where there are few entertainment venues in the outer lying areas (such as the greater Atlanta, Georgia market), or mid-market metro areas that Venu believes have been overlooked with respect to live-music entertainment opportunities (such as Tulsa, Oklahoma). When evaluating potential markets to expand to and local municipalities to partner with, Venu looks for markets that meet the site-selection criteria for The Sunset Amphitheater and BBP venues described below: | | | The market is materially underserved of premium, indoor or multi-seasonal venues for live music and entertainment. | | | | | | | | | | The municipality is willing to partner financially with Venu to attract the type of entertainment amenities that Venu offers and has focused on investments in entertainment districts as part of its long-term city plans. | | | | | | | | | | The demographic profile of the community meets the age and household-income markers that Venu believes are most conducive to establishing a successful, well-attended music and entertainment venue. | | | | | | | | | | There are sites available that are adjacent to high-traffic-count roadways with visibility for digital marketing. | | | | | | | | | | There are physical locations suitable from a zoning, sound, parking, and traffic perspective. | | | | | | | | | | The location is conducive to Venus overall act-routing strategy. | | | | | | | | | | Venu has relationship leads in the market, which drives financing strategy. | | Venu carries out its site-selection process in three stages: | | | Site Selection. Based on the expansion criteria above, Venu identifies specific regions that serve as target markets for its venue concepts. Venu works to identify experienced commercial real estate leads for each market, establishes specific criteria for expansion, and works alongside those leads to identify, assess, and negotiate contracts for new locations. | | | | | | | | | | Site Acquisition. The site-selection lead for each market identifies target properties that meet the base criteria. A team led by Venus Chief Executive Officer, JW Roth, engages with the market lead to assessing and, if deemed suitable, negotiate a purchase and sale agreement that meets Venus financial framework. | | | | | | | | | | Site Development. Once the purchase and sale agreement is complete, Venus real estate development team manages entitlement, closing, finalizing municipal financial incentives, architecture, and construction. | | | 11 | | **Venus Sources of Revenue** Venus primary revenue streams consist of the following: | | | Ticket Sales and Fees. Venu promotes tickets for concerts and events it hosts through the location-specific websites of its BBP venues and on the Ford Amphitheater website. Tickets are primarily sold online through third-party, full-service ticketing businesses that Venu contracts with to promote and sell tickets for events. Venu retains a portion of the revenue generated from each ticket sale. Venu also generates ticket revenue from walk-up sales at its BBP and Ford Amphitheater locations. | | | | | | | | | | Fee Income. Venu also generates revenue through collecting fees on tickets sold by third-party platforms, including convenience and order-processing fees and service charges. | | | | | | | | | | Venue Rentals. Venus BBP venues are rented for a variety of events, including corporate gatherings, conferences, seminars, benefit concerts, fundraisers, weddings, and holiday parties. Each BBP venue can be transitioned to different configurations, which allows for operational flexibility and maximization of venue use. The two configurable NHC hospitality suites that frame either side of Roths in the mixed-use development adjacent to Ford Amphitheater are also rentable for various events, including corporate events, weddings, trade shows, conventions, and galas. | | | | | | | | | | Naming Rights. Venu generates a portion of its revenue by partnering with industry-leading brands under naming-rights agreements. By selling the naming rights to its venues, Venu benefits from the name recognition of its sponsors and can offset its development, operational, and occupancy costs through its collection of naming-rights fees. The naming-rights sponsors, in turn, strengthen their brand recognition and visibility, heighten their exposure, and benefit from being associated with the world-class events that a hospitality and entertainment company like Venu makes possible. In addition to negotiating the naming rights to its venues themselves, Venu negotiates naming rights for specific segments within its venues and restaurants, such as patio spaces and the backstage area where artists conduct meet-and-greet events. The naming rights sponsor for BBP CO is Phil Long Dealerships, Inc. The naming rights sponsor for The Sunset Amphitheater in Colorado Springs is Mountain States FDAF, pursuant to which the amphitheater is called Ford Amphitheater. Our future amphitheater locations are expected to have a naming rights sponsor when they open. | | | | | | | | | | Sponsorships. Venus sponsorship opportunities enable sponsors to advertise and connect to customers at Venus entertainment and restaurant properties. Venu provides a marketing and communications platform intended to cater to the specific needs of each sponsor. Venu offers: (i) foundational partnerships, which allow companies to enjoy exclusive benefits and recognition as founding partners of Venu venues; (ii) industry-exclusive partnerships, which enable companies to gain exclusive rights to represent their industries and stand out among their competitors; (iii) show and event sponsorships, which allow companies to associate their brands with specific shows and events and to capture the attention of a targeted audience; and (iv) VIP sponsorship packages, which allow companies to offer their clients and customers with a top-notch, VIP experience at Venus venues. While Venus primary sponsorships are for tables and shows, it has a curated menu of sponsorship inventory at each of its venues that is available for sponsors to showcase their brands. Venu or its venue operator also enters into product-specific sponsorship agreements. For example, the operator of Ford Amphitheater has entered into sponsorship agreements with Anheuser-Busch, pursuant to which Anheuser-Busch serves as the exclusive malt-beverage sponsor at Ford Amphitheater, and with Brown-Forman Corporation (BFC), pursuant to which BFC has sponsorship exclusivity at Ford Amphitheater for its brand, Jack Daniels, in the bourbon/whiskey category. | | | | | Food and Beverage Sales. Venus BBST restaurants, known for their selection of rare bourbons, ryes, and whiskies, serve American classics and southern staples from a scratch kitchen and act as the exclusive caterer for BBP concerts and events while Roths provides an elevated, fine-dining culinary experience. In 2024 and 2025, Venu generated revenues based on its BBST and BBP locations in Colorado and Georgia both being operational for the full year. In 2025, Venu generated additional revenues from the opening of Roths restaurant and Brohans bar in November 2025. Venu expects to generate additional revenues based on Roths and Brohans being operational for the full year in 2026. | | | | | | | | | | Parking Fees. Venu generates or will generate revenue from the development of parking lots at its amphitheater locations. These premium lots are or will be controlled exclusively by the Company, over and above each amphitheater operators parking that is or will be shared between Venu and the operator. Venu began recognizing this revenue with the opening of Ford Amphitheater in Colorado Springs in August 2024. | | | | | | | | | | Licensing Revenue from Luxe FireSuites. Venu sells licenses for its Luxe FireSuites and owners club memberships at various Sunset Amphitheater locations. Venu receives deposits ranging from $50,000 to $100,000 and fully prepaid licenses of $100,000 to $200,000 which are initially recorded as long-term liabilities and recognized as rental income starting from the opening date of the location. | | | | | | | | | | Revenue-Sharing Arrangements. Venu enters or will enter operator agreements for various Sunset Amphitheater locations which provide for a revenue-sharing arrangement. Under this arrangement, the operator will pay Venu a percentage of the net profits generated from the events held at the Sunset Amphitheater location. | | | 12 | | **Venus Venues** **Music Venues Bourbon Brothers Presents (Indoor Music Hall)** *BBP Overview* BBP is Venus indoor, intimate music and event venue known for promoting a mix of national-touring, legendary acts as well as up-and-coming artists and premier local bands and performers. BBP is dedicated to bringing musical acts from the country music and rock and roll genres as well as entertainment from a variety of other performance categories, including comedy, magic, and inspirational speakers, to growing suburban markets. Venu currently operates a BBP venue in Colorado Springs, Colorado, BBP CO, which opened in 2019, and a second BBP venue in Gainesville, Georgia, BBP GA, which opened in June 2023. Venu also intends to develop and open a new BBP venue in Centennial, Colorado (*BBP Centennial*) in the first half of 2027. Promoting live entertainment is the foundation of the BBP revenue model. Each BBP location is designed to flexibly accommodate approximately 1,400 concertgoers at each general-admission concert featuring national-touring artists or to comfortably accommodate approximately 500-700 people for fully seated events complete with eight-top tables that are suited for intimate concerts, dueling piano shows, tribute bands, and private events. In addition to promoting and hosting live concerts, BBP also generates incremental revenue through event rentals and sponsorship sales. BBP rental rates vary depending on several factors, including the type, size, and date of the event. Venus designs for its BBP venues seek to showcase Venus attention to hospitality, care for artists comfort, and pursuit of delivering an upscale concert experience. Each BBP location features an expansive stage, arena-quality audio and visual systems, and a grand dance floor and video wall. In addition to the indoor music hall, each BBP venue is built with an outdoor patio that features exterior bar access, Luxe FireSuites, and unobstructed views of the surrounding areas. *BBP Colorado Springs, Colorado* Venu opened its first BBP location in March 2019 in Colorado Springs, Colorado. BBP CO is built on roughly 3.5 acres adjacent to BBST CO. The BBP CO venue accommodates up to 1,100 concertgoers for general-admission concerts, 500 seated patrons in a banquet-style configuration, and 96 trade-show booths. BBP CO originally sold its naming rights to Boot Barn, but on July 31, 2024, BBP CO sold its naming rights to Phil Long Dealerships, Inc. and is now known as Phil Long Music Hall at Bourbon Brothers. In addition to its concert and event schedule, BBP CO has become a rental venue for private events. In the past, a multitude of organizations and businesses have rented BBP CO, including school districts for prom and homecoming dances, the State of Colorado for an event at which the Governor gave the State of the State address, political organizations for fundraising dinners, several companies for corporate parties and events, and families who have held weddings at BBP CO. The venue is capable of being transitioned from one configuration to another, which allows for a maximization of venue uses. That operational flexibility makes it possible, for example, for the BBP CO event team to host a concert one night and then stage a wedding the following afternoon. Venu aims for the BBP CO venue to be rented for events up to 100 times per year. Since 2021, BBP CO has been rented for 108 events in 2021, 114 events in 2022, 182 events in 2023, 101 events in 2024, and 98 events in 2025. | 13 | | *BBP Gainesville, Georgia* In early 2021, a Georgia municipality reached out to gauge its interest in building a venue similar to BBP CO in Gainesville, Georgia, located approximately an hour north of downtown Atlanta. That same year, Venu negotiated with the City of Gainesville and ultimately agreed to build its second BBP venue there, BBP GA, which opened in June 2023. The land on which BBP GA was developed was purchased from the Gainesville Redevelopment Authority by GA HIA, a subsidiary of Venu that is subject to Venus total voting control. BBP GA promotes music acts similar to BBP CO. Like BBP CO did originally, BBP GA sold its naming rights to Boot Barn and thus does business under the name of Boot Barn Hall. BBP GA assigns the revenue generated from Boot Barns naming rights to its landlord, GA HIA, effectively reducing the occupancy cost related to the construction of the campus and subsequent lease. The BBP GA venue accommodates up to 1,700 concertgoers for general-admission concerts and 500 seated patrons for full-seated shows. BBP GA built upon the design of BBP CO and features two full-service bars instead of one along with a mezzanine that offers spectacular, elevated views of the stage. BBP GA is connected to BBST GA via a shared kitchen, which allows BBP GA to provide food and beverage service for shows that is catered by BBST GA. Venus management was optimistic about establishing the BBP concept in the Gainesville market because the greater Hall County area of which Gainesville is considered by many to be a hotbed for country music, as many of todays biggest country music stars hail from Georgia, yet Gainesville and the other suburbs surrounding Atlanta, Georgia were considered by many to be an entertainment desert, devoid of premier live-music venues. Furthermore, the lack of mid-size and more intimate venues other than in downtown Atlanta was inconvenient for residents living and working outside of the city center. Management projected that BBP GA would fill that opportunity gap by offering a new entertainment venue to the approximately 1.2 million residents of the Northeast Georgia region. Since opening in June 2023, BBP GA has hosted concerts and live entertainment events and has attracted both up-and-coming and more established names in country and rock music. BBP GA hosted 73 events from June through December 2023, 138 events in 2024, and 129 events in 2025. In addition to maintaining its event schedule and continuing to bring talent to the Northeast Georgia region, Venu continues to pursue its venue-rental and sponsorship-sales channels to augment revenue generated for BBP GA by promoted concerts, duplicating its revenue strategies at the comparable venue in Colorado Springs. *BBP Centennial, Colorado* In April 2025, Venu entered into a Purchase and Sale Agreement to acquire certain real property owned by Old Mill, LLC (*Old Mill*), which is partially owned by a Board member of the Company, in Centennial, Colorado (the *Centennial Property*) with plans to develop a mid-size indoor BBP music venue on that property (*BBP Centennial*) along with a BBST restaurant (*BBST Centennial*). On February3, 2026, Venu assigned its right, title, and interest in the Purchase and Sale Agreement to Hall at Centennial LLC (*Hall at Centennial*), a subsidiary of the Company, and Hall at Centennial closed on the purchase of the Centennial Property in the first quarter of 2026. Venu intends to open BBP Centennial in the first half of 2027. **Music Venues The Sunset Amphitheater (Multi-seasonal Amphitheater)** *The Sunset Amphitheater Overview* The largest projects Venu has planned are the development of itsmulti-seasonal amphitheaters, including The Sunset Amphitheater in Colorado Springs, Colorado, which is now called Ford Amphitheater pursuant to the sale of the venues naming rights, and in-development or planned amphitheaters in Broken Arrow, Oklahoma and McKinney,El Paso, and Webster,Texas. The developments of the Broken Arrow, McKinney, and El Paso locations have been approved by the respective city governments. With respect to The Sunset Houston, Venu entered into a term sheet with the City of Webster, which binds the parties to negotiate a definitive agreement in good faith for the development of The Sunset Houston (as described more fully below). Venu expects each multi-seasonable amphitheater to host approximately 70-80 concerts and events each year. Venu previously pursued the development of an amphitheater in the greater Oklahoma City, Oklahoma area and expected to close on a property and begin construction of a 12,500-person amphitheater in spring 2024, but the project terminated. Venu decided not to move forward with operations in this municipality in 2025. With each planned iteration of The Sunset Amphitheater, Venu is attempting to pioneer the concept of music and entertainment amenities in its venues. A feature of each amphitheater is the rights to use private Luxe FireSuites that Venu offers certain venue users and patrons through traditional cash sales, fractional financing, and NNN lease interests. In addition to the Luxe FireSuites, each amphitheater location will offer a variety of seating options (including reserved seating and, depending on the location, open seating), VIP club memberships, and premium hospitality offerings that will enable concertgoers to experience shows in a world-class environment. Venus goal for The Sunset Amphitheater is to serve as among the most desirable venues for artists to play and fans to experience live music. | 14 | | Venu believes the naming rights for The Sunset Amphitheater venues will be the most valuable naming rights of any of its properties. Venu estimates that the naming rights for each of The Sunset Amphitheater venues will depend on the venues capacity and market and with those naming rights to be pursuant to contracts with five- to ten-year terms. As such, the tradename of each amphitheater location is expected to change to feature the naming-rights sponsor. As it relates to Venus multi-seasonal amphitheater projects, Venu does not expect to directly operate those venues and to instead utilize a third-party operator to, among other things, book acts and events at those venues. In June 2023, Venu entered into an exclusive operating agreement with AEG Presents Rocky Mountains, LLC (*AEG Presents*), a subsidiary of the Anschutz Entertainment Group (*AEG*), pursuant to which AEG Presents operates Ford Amphitheater. After its entry by the parties, this agreement was assigned by Venu to Venus wholly owned subsidiary, Sunset Operations LLC (*SunsetOps*), which oversees the operations of Ford Amphitheater. Similarly, in December 2025, Venu entered into Operator Agreement with Live Nation Worldwide, Inc. (*Live Nation*) in connection with the amphitheater being developed in McKinney, Texas (*The Sunset McKinney*). Venu expects to partner with a third-party operator and to enter into third-party operating agreements for the operations of its other planned and in development Sunset Amphitheater projects. *The Sunset Amphitheater Colorado Springs, Colorado* In May 2023, Venu broke ground on its first outdoor amphitheater, now known as Ford Amphitheater, and opened that amphitheater in August 2024. Sunset Ops, LLC, a wholly owned subsidiary of Venu, is the operative entity that holds assets associated with Ford Amphitheater. Ford Amphitheater is an open-air, 8,000-person amphitheater that offers concertgoers views of Pikes Peak, the Rocky Mountains, and the United States Air Force Academy. Ford Amphitheater was designed to be among the state-of-the-art open-air venues in the country. Ford Amphitheater features Luxe FireSuites and other design configurations original to Venu, advanced audio technology, and white-glove service for its premium suites. Ford Amphitheater complements the first music hall venue Venu developed in Colorado, BBP CO, and the venues together are intended to fill an entertainment gap in the Pikes Peak region. Venu believes Ford Amphitheater is capable of hosting national touring acts, many of whom have not played Colorado Springs in the past due to a lack of suitable venues. Ford Amphitheater expects to host shows primarily during the peak outdoor concert season. Ford Amphitheater is operated by AEG Presents. In addition to stadium-style seating and lawn seating, Ford Amphitheater delivers premium hospitality experience with a total of 90 VIP Luxe FireSuites, each featuring a private fireplace that can accommodate up to eight guests for a luxurious concert experience. Rights to a total of 90 Luxe FireSuites were sold and conveyed to third parties before construction of Ford Amphitheater commenced. Each suite offers the licensee the option to purchase up to eight tickets per event hosted at Ford Amphitheater, but licensees are not obligated to purchase unused tickets, which can be privately sold or listed for sale on Venus ticketing-sales platform. | 15 | | Alongside Ford Amphitheater, the campus includes Roths Sea & Steak, a fine-dining restaurant, and Brohans, a top-shelf, rooftop bar, which opened for restaurant and bar operations in November 2025. Roths Sea & Steak opened in June 2025 for exterior concert seating. In addition, Notes Hospitality Collection, which opened in June 2025, has 40 VIP Luxe FireSuites, each featuring a private fireplace, along with 1,200 stadium style seats for shows at the Ford Amphitheater. In addition, these 40 Luxe FireSuites were offered to lease for a 99-year term in exchange for the licensees payment of a one-time fee of $200,000 due at the inception of the lease. NHC also includes two owners club suites with upstairs and downstairs viewing and seating configurations that are available for venue rentals year-round on non- show evenings. Together, the three venues are intended to deliver a premier dining and entertainment experience. Ford Amphitheater also includes a premium parking lot. On April 1, 2024, Venu, through one of its wholly owned subsidiaries, NLRE, purchased approximately 5.5 acres adjacent to Ford Amphitheater property. Together with a 1.1-acre parcel that the Company owns on the south side of Ford Amphitheater, Venu improved this tract into a parking lot, which contains approximately 740 total parking spaces and is used for premium parking. On November 5, 2025, NLRE effected a sale-leaseback of the 5.5-acre property, selling it for $14 million, and concurrently entered into a ground lease with the buyer (a significant shareholder of the Company), pursuant to which NLRE leases the property from the buyer to allow for the propertys continued use as parking for Ford Amphitheater. In May 2024, Sunset Operations, LLC (*Sunset Ops*) entered into a Naming and Sponsorship Rights Agreement with Mountain States FDAF (*FDAF*) for the naming, sponsorship, advertising, and promotional rights for Ford Amphitheater. The term of the agreement is through June 30, 2034, and provides that FDAF is obligated to pay an annual fee (subject to defined escalations during the term of the agreement) together with certain costs related to sign production for the venue. Under the agreement, the amphitheater will be named Ford Amphitheater for the duration of the agreements ten-year term (subject to potential changes in accordance with the agreement). In addition to providing FDAF with the naming rights for the amphitheater itself, the agreement also provides that FDAF will be the official name and title partner of Ford Amphitheater with exclusivity in the automotive category and that FDAF will be the exclusive automobile of Ford Amphitheater along with the Hospitality Collection property and Roths Sea & Steak. FDAF was also granted a right of first offer to purchase the naming and sponsorship rights for each new market in which Venu builds a Sunset Amphitheater. The operator of Ford Amphitheater, AEG Presents, has also entered into various sponsorship agreements related to various product categories. For example, on July 1, 2024, AEG Presents entered into a Sponsorship Agreement with Anheuser-Busch that has a term through December 31, 2027, subject to Anheuser-Buschs right to extend the term by one year. For the duration of the agreement, Anheuser-Busch will be the exclusive malt-beverage sponsor at Ford Amphitheater and will have the exclusive right in the malt-beverage category to use Ford Amphitheaters trademarks for advertising, marketing, signage, and promotional purposes. Anheuser-Busch also has the right under the agreement to refer to itself in all marketing materials as the Official Beer Sponsor and Official RTD Sponsor of Ford Amphitheater. In addition to securing those sponsorship rights, the agreement provides that Anheuser-Busch will receive various tickets and hospitality benefits. In exchange for the sponsorship and event-related rights that Anheuser-Busch receives under the agreement, Anheuser-Busch is obligated to pay AEG Presents a set annual fee each year of the agreement. Venus exclusive operating agreement with AEG Presents provides for a defined split between Venu and AEG Presents of Ford Amphitheaters profits and losses (in a range between 45% to 55% between the two parties) but gives each party certain opt-out rights, pursuant to which a party may not be responsible for any losses that may result from certain events held at the venue (in which case such party would also not be entitled to any profits that may result from such events). The agreement also provides that Venu is entitled to secure sponsorship rights for the venue, and sponsorship fees are included in the factors that determine the venue losses and profits that are split between the parties (in a range between 45% to 55% between the two parties). | 16 | | *The Sunset at Mustang Creek Oklahoma City, Oklahoma* In June 2023, Venu entered into a purchase and sale agreement to acquire 21 acres of land and to lease an additional 30 acres for parking in Oklahoma City, Oklahoma (the *OKC Property*), with the intent to build a 12,500-person amphitheater on the OKC Property named The Sunset at Mustang Creek (*The Sunset OKC*). Venu had contracted with a local private developer and was in the entitlement process. However, on April 9, 2024, final approval for the development of The Sunset OKC was brought before a vote by city council, which ultimately voted the project down. Venus contract with its private developer expired on April 26, 2024, and pursuant to its terms, Venus good-faith deposit was returned. Venu decided not to move forward with operations in this municipality in 2025. *The Sunset at Broken Arrow Broken Arrow, Oklahoma* In October 2023, Sunset at Broken Arrow LLC (*Sunset BA*), a subsidiary that Venu currently owns a majority equity interest in but anticipates owning a minority equity interest in, and that Venu currently exercises and will continue to exercise total voting control over, entered into an Economic Development Agreement with the City of Broken Arrow, Oklahoma (*Broken Arrow*), which is a suburb of Tulsa and the largest city in Tulsa County, and the Broken Arrow Economic Development Authority (the *Broken Arrow EDA*). Pursuant to the Economic Development Agreement, Sunset BA and the City of Broken Arrow are forming a public-private partnership and intend to open a 12,500-capacity amphitheater that will be named The Sunset at Broken Arrow (*The Sunset BA*). Sunset BA will hold the fixed assets of The Sunset BA. Venu also expects that a subsidiary will partner with a third-party operator to manage The Sunset BAs operations. The Sunset BA is being constructed on a 17-acre property adjacent to the 165-acre Broken Arrow Events Park (*Events Park*), which frequently hosts community-wide Broken Arrow events and is a community focal point. To induce Venus development of The Sunset BA, Broken Arrow committed approximately 30 acres of land from Events Park to be used for parking and infrastructure needs along with $17.81 million in capital improvements to the infrastructure at Events Park, which will include the development of a 360-spot parking lot, the widening of roads entering and leaving the park area, and the improvement of stormwater and water lines. Pursuant to the Economic Development Agreement, Sunset BA construction was to be complete by December 31, 2025, subject to certain conditions and exceptions. If the amphitheater was not fully constructed by December 31, 2025, Sunset BA was obligated to pay Broken Arrow $10,000 per month for each month in which construction of the amphitheater remains incomplete. On November 25, 2025, the Economic Development Agreement was amended to change the completion date prior to any penalty to November 15th, 2026. Substantial completion of the construction is anticipated in the fourth quarter of 2026. Concertgoers can purchase reserved seats in the upper- and lower-bowl seating areas or enjoy general admission in the upper bowl. The Sunset BA facility will have two unique features, including a roof and radiant heating capacity that will provide for year-round use. Additionally, The Sunset BA will have a total of 234 VIP Luxe FireSuites, accommodating groups of four, six, eight, or ten guests in each suite. On November 3, 2025, Venu entered into a Multi-Event Incentive Agreement with Live Nation. Under the agreement, Live Nation may book and promote live-music concerts, comedy events, and other mutually approved entertainment events on a non-exclusive basis at The Sunset BA and will receive escalating incentive payments based on the number of tickets sold at events presented by Live Nation at The Sunset BA during each contract year. Live Nation may also receive a bonus payment if certain defined revenue targets are achieved. | 17 | | *The Sunset Amphitheater McKinney, Texas* ** In addition to its projects in the Colorado and Georgia markets, Venu is actively breaking into the Texas market with plans to bring The Sunset Amphitheater to McKinney, Texas (*The Sunset McKinney*). In April 2024, Venu entered into a Chapter 380, Grant, and Development Agreement with the City of McKinney (*McKinney*) through a joint effort by McKinney, the McKinney Economic Development Corporation (the *MEDC*), and the McKinney Community Development Corporation (*MCDC*). Sunset at McKinney LLC, a majority-owned subsidiary of Venu that Venu exercises total voting control over, will hold the fixed assets of The Sunset McKinney. Pursuant to Venus public-private partnership with McKinney, Venu is under construction on The Sunset McKinney on a 46-acre tract of land that was conveyed to Venu from McKinney. Venu closed on its purchase and acquisition of the McKinney tract on January 14, 2025. Venu has initiated construction of The Sunset McKinney, with the amphitheater expected to be concert-ready in Q1 2027. Sunset Operations at McKinney LLC, a wholly owned subsidiary of Venu, will be the operative entity for The Sunset McKinney that Venu entered into an operating agreement with Live Nation to be the third-party operator and run The Sunset McKinneys operations. With a seating capacity of 20,000, The Sunset McKinney will be Venus largest venue to date. The Sunset McKinney is expected to feature 295 VIP Luxe FireSuites that will be sold to third parties, an Owners Club Suite that will accommodate 700 members, fully-covered seating areas, traditional reserved seating along with open-seating options on a landscaped grass area that will have temperature-cooling turf, a selection of gourmet food and drinks, state-of-the-art audio and technology enhancements, and a parking garage with 5,100 parking spaces designed to make entering and exiting the venue as efficient as possible. Venus management believes McKinney is a promising market for expanding its open-air amphitheater concept. The Sunset McKinney is expected to attract crowds from the Dallas and Fort Worth (*DFW*) areas of Texas, and to potentially rival the Toyota Music Factory that currently serves the DFW metroplex, a market that Venu considers to be a high priority for adding entertainment value. McKinneys existing arts and recreation scene was one of the key factors that motivated Venus decision to develop an amphitheater in the city. In 2020, McKinney was designated as a Texas Music Friendly Community by the Texas Music Office within the Office of the Governor, certifying McKinney as part of a distinguished network of Texas cities that foster music-industry development and aim to attract and develop music-industry growth. For the City of McKinney, partnering with Venu to develop The Sunset McKinney will represent an anticipated investment over approximately $300 million, which the city expects will drive local economic growth, catalyze commercial development, and enhance McKinneys brand on a national level, while allowing Venu to expand its operations to another state and to capitalize on McKinneys promising entertainment market. In December 2025, Venu entered into Operator Agreement with Live Nation in connection with The Sunset McKinney. The agreement sets forth the parties various obligations with respect to the ownership and use of the venue. In addition, the agreement provides for a revenue-sharing arrangement through net profits generated from Live Nations events at The Sunset McKinney. ** *The Sunset Amphitheater El Paso, Texas* Venu expanded its Texas market presence by forming a public-private partnership with the City of El Paso, Texas (*El Paso*) to bring The Sunset Amphitheater to El Paso (*The Sunset El Paso*). Sunset at El Paso, LLC, a subsidiary that Venu currently owns in its entirety but ultimately anticipates owning a minority equity interest in (but, in each case Venu would continue to exercise total voting control over the entity), will hold the fixed assets of The Sunset El Paso. In April 2024, Venu and El Paso entered into a term sheet to define the material terms of the parties intended public-private partnership and entry into a Chapter 380 Economic Development Program Agreement (the *Chapter 380 Agreement*), a Purchase and Sale Agreement, and related transaction documents (collectively, the *Definitive El Paso Agreements*). The parties finalized and executed a Purchase and Sale Agreement on June 24, 2024, and the Chapter 380 Agreement on July 2, 2024. Also on July 2, 2024, the El Paso City Council formally approved two ordinances providing for El Pasos conveyance of city-owned land to Venu in accordance with applicable Texas statutory code provisions and for El Pasos amendment of a tax-increment reinvestment project and financing plan for the area where The Sunset El Paso will be developed to reflect the development assumptions set forth in the Chapter 380 Agreement. The Chapter 380 Agreement was amended on April 15, 2025 to, among other things, increase the amount that Venu agreed to invest in the acquisition, development, carrying costs, construction, and business personal property costs associated with developing The Sunset El Paso from $80 million to $100 million. Venu closed on its purchase and acquisition of the El Paso property on May 13, 2025. | 18 | | Pursuant to the terms of the Definitive El Paso Agreements, Venu will construct and manage The Sunset El Paso as a 12,500-person amphitheater on land El Paso conveyed to Venu. Sunset Operations at El Paso LLC, a wholly owned subsidiary of Venu, will be the operative entity for The Sunset El Paso that Venu expects will enter into an operating agreement with a third-party operator to manage The Sunset El Pasos operations. Under the Definitive El Paso Agreements, the City of El Paso provided various incentives to the Company related to the development of The Sunset El Paso including contributing cash towards Venus development costs by issuing an eight-year, no-interest, forgivable loan to Venu (the *El Paso Loan*) in the principal amount of $8,000,000 funded by the Texas Economic Development Fund. If the Company completes construction of The Sunset El Paso within 36 months from the date Venu receives all government authorizations required to develop and construct the amphitheater (such process, *Entitlement*) and hosts a minimum of 25 events per year at The Sunset El Paso in years 3-5 of the rebate period, the El Paso Loan will be forgiven. Much like The Sunset McKinney, The Sunset El Paso will feature Luxe FireSuites while offering a variety of seating options with both mid- and lower-bowl sections and general admission seating in the upper bowl. The amphitheater will have a roof and radiant heating capacity, which will provide full-year programming of the amphitheater. The Sunset El Paso is expected to also feature a custom-built Owners Club where members will enjoy an exclusive, elevated view of the stage and premium dining and beverage options. The Sunset El Paso is expected to attract crowds not only from El Paso, Texas but also from Las Cruces, New Mexico and even across the border in Mexico from Ciudad Juarez, the largest city in the Mexican state of Chihuahua. Venu intends for The Sunset El Paso to mirror the multicultural tastes of its US and Latin audiences by showing acts from both markets. *The Sunset Amphitheater Webster, Texas* In December 2025, Venu entered into a term sheet with the City of Webster, Texas in the Greater Houston, Texas area concerning the development of The Sunset Houston, a 12,500-capacity, multi-seasonal amphitheater. Such term sheet constitutes a binding agreement only with respect to an obligation to negotiate the definitive agreement in good faith, and Venu and the City of Webster may elect not to pursue the development if unable to obtain financing on acceptable terms or may otherwise pay a termination fee to forego the project. The project will be a public-private partnership between Venu, the City of Webster, and the Webster Economic Development Corporation. The Sunset Houston is expected to be engineered for year-round live entertainment, capable of operating 365 days a year with a canopy roof, wind walls, and state-of-the-art audio-visual systems. The venue is designed with 217 private Luxe FireSuites, each seating between 4-10 fans. The Sunset Houston is also expected to feature The Aikman Club, which is planned as a 350-seat, membership-based elevated space built in partnership with Troy Aikman, an NFL Hall of Famer and founder of EIGHT Elite Light Beer, the powered by partner for The Sunset Houston. Venu anticipates that The Sunset Houston will open in Fall 2027 or early 2028. | 19 | | **Restaurant Concepts Bourbon Brothers Smokehouse & Tavern** *BBST Overview* Bourbon Brothers Smokehouse & Tavern is Venus original, full-service restaurant concept. BBST serves American classics and Southern staples out of a scratch kitchen, accompanied by a selection of rare bourbons, ryes, and whiskies as well as local craft beers. *BBST Colorado Springs, Colorado* Venu opened its first BBST location in April 2017 (*BBST CO*) in Colorado Springs, Colorado, adjacent to the land where Venu later opened its BBP CO music hall in 2019. The BBST CO location can serve up to 300 customers at a time across its two bars, primary dining areas, sunroom, and a private dining area known as the Library. The concept was conceived as a farm-house theme with an eclectic blend of dining areas that is intended to offer a unique foodie experience in an unparalleled setting. The Bourbon Bar is an attached, yet secluded, bar area, built to replicate a bourbon warehouse from the days of prohibition, complete with a full-size bar that is constructed from floorboards sourced from aging railroad cars. BBST COs close proximity to BBP CO allows for cross-selling between the businesses, as BBST CO serves as the exclusive caterer for all BBP CO events. In both venues, Venu strives to deliver high-quality, consistent food with exceptional service, which it believes is the key to restaurant success. *BBST Gainesville, Georgia* In conjunction with Venus opening of BBP GA in June 2023, Venu opened its second BBST location in Gainesville, Georgia (*BBST GA*). Like its Colorado Springs counterpart, BBST GA serves American classics, Southern staples, local craft beers, and a selection of rare bourbons, ryes, and whiskies. Unlike BBST CO, the ambiance of the BBST GA restaurant replicates that of a 1930s-era, red brick industrial building, with seating spaced around an indoor square bar that integrates a 6,800-square-foot outdoor patio with four fireplaces. The restaurant accommodates up to 300 customers in its first-floor bar, primary dining areas, second-floor bourbon bar, and 1,500-square-foot walk-out rooftop bar and lounge. The distinctive dining configurations at BBST GA are meant to capture the ambience and aesthetic of the Gainesville Square. An advantage of the Gainesville location is that the BBST GA restaurant and BBP GA music venue were built simultaneously and are connected via a shared kitchen, which streamlines BBST GAs ability to operate food and beverage service at BBP GA. The 4,400-square-foot kitchen serves the sites more than 7,800-square-foot dining room and rooftop bar as well as the food and beverage needs for the 18,000-square-foot BBP GA music hall. *BBST Centennial, Colorado* As discussed above, on February 3, 2026, Hall at Centennial, a subsidiary of Venu, closed on the purchase of the Centennial Property in Centennial, Colorado. Along with the BBP Centennial, Venu intends to develop the BBST Centennial restaurant on that property with an anticipated opening date in early to mid-2027. **Restaurant Concepts Notes Eatery** Notes Eatery, formerly known as Notes bar, was a live music and restaurant concept operated by Venu before it closed. Notes Eatery served a jazz brunch in a vibrant and eclectic environment and hosted private events for breakfast, lunch, and dinner. Notes Eatery originally opened in September 2022 as Notes bar in the same Colorado Springs campus where BBP CO and BBST CO operate. As of July 18, 2025, Notes Eatery ceased its operations. | 20 | | **Restaurant Concepts** **Roths Sea & Steak and Notes Hospitality Collection** In November 2025, Venu opened Roths Sea & Steak (*Roths*), an upscale, five-star restaurant that specializes in fine dining, in a mixed-use development that is adjacent to Ford Amphitheater. Venu opened Roths for purposes of exterior concert seating in June 2025. Roths and Ford Amphitheater both sit on the 4.97-acre tract in Colorado Springs that Venu purchased in March 2023. Roths is intended to be a luxurious restaurant space and was designed to offer views of the Rocky Mountains and the Ford Amphitheater concert stage. Colorado Springs boasts a significant percentage of high-income households and a steady growing population. Despite being home to many multinational corporations and much of the defense contractor industry, customers seeking an elevated dining experience believe the city is lacking in this pinnacle of the restaurant spectrum. Venu believes Roths can help fill that gap. The prominence and features of Ford Amphitheater made that area a desirable and viable location for Roths, which is intended to cater to the more affluent populations in El Paso and Douglas Counties. Venu also believes Roths is well suited for concertgoers looking for premium dining experience to accompany their premium tickets. Roths anchors the first floor of the mixed-use development at the eastern perimeter of Ford Amphitheater. On the top floor, Venu opened a top-shelf bar and lounge named Brohans, which opened in November 2025. Notes Hospitality Collection (*NHC*), which opened in June 2025, features two, approximately 1,500-square-foot configurable hospitality spaces framing either side of Roths on the first floor of the mixed-use development and two, approximately 2,500-square-foot suites framing either side of Brohans rooftop bar. Venu intends for NHC to be used for hosting corporate events, weddings, trade shows, conventions, galas, expos, and other large gatherings. Venu believes NHC is a premier venue rental location in Colorado Springs. **Bar Concept Brohans** Venu opened Brohans, a cocktail bar and lounge on the top floor of the mixed-use development where Roths and NHC are located. The bar has premium views into Ford Amphitheater, which can be monetized during marquee shows. Venu intends for Brohans to be a popular gathering spot for happy hour or evening cocktails in an elevated environment for personal or business use, complemented by exceptional service in a comfortable yet classy lounge space that is enhanced by dramatic amphitheater lighting features and striking panoramas. Venu also envisions Brohans as being a go-to spot for concertgoers looking to elevate their experience. | 21 | | **Venus Subsidiaries and Properties** **Subsidiaries** Venu conducts its operations and holds its assets through many wholly- and majority-owned (and controlled) subsidiaries. Certain of Venus subsidiaries have raised capital from third-party investors as a means to fund the specific projects and operations of those subsidiaries and received capital contributions from third-party investors, such as The Sunset Amphitheater LLC, and as a result, these subsidiaries are not wholly owned. In some instances, Venu owns a minority membership interest in a subsidiary but, under the terms of the governing documents for the applicable limited liability company, exercises 100% voting control because the membership interests issued to third-party investors represent non-voting interests, and otherwise retains economic rights in the revenue streams of a given project that may exceed its ownership percentage. For example, third-party investors have contributed capital to Sunset at Broken Arrow LLC and The Sunset Amphitheater LLC, with those capital contributions being used to help fund the development of the amphitheater projects owned and developed or to be developed by those specific limited liability companies. In each case, the operating agreement provides that any distributions of available cash that is attributable to a defined portion of revenues generated by ticket sales for an event held at the specific venue project are distributed to the Class B non-voting members (members other than Venu and its subsidiaries), and then the excess is distributed to the Class A voting member (Venu or a wholly-owned subsidiary of Venu). However, upon any liquidation, after the payment of creditors and the establishment of any reserves, distributions are made to the members in satisfaction of their respective capital accounts. For tax allocation purposes, the depreciation of company assets, in certain cases, are allocated to the Class B non-voting members. Membership interests in these limited liability companies afford the investors certain rights to use suites at the venue owned by the applicable limited liability company. Venu has used this model to help fund and develop certain of its amphitheater projects such as those of The Sunset Amphitheater LLC and Sunset at Broken Arrow LLC. In the case of GA HIA LLC and Sunset Hospitality Collection LLC, third-party investors hold non-voting membership interests under the terms of operating agreement of these subsidiaries and also are afforded certain in-kind benefits intended primarily for their personal use, such as complimentary tickets to live events. The following table summarizes Venus current and projected ownership and voting interests in its subsidiaries as of March 31, 2026, which Venu either owns directly or indirectly through one of its other subsidiaries. For subsidiaries that are not wholly owned by Venu or that Venu anticipates later not wholly owning, the table indicates which entity owns, or would be expected to own, the remaining interest. In addition, for those subsidiaries in which certain of the non-voting members economic rights under the applicable operating agreement differ from their percentage interest in the limited liability as a whole, the economic rights of the non-voting members are outlined in the notes to the table. | Subsidiary | | Venu or Subsidiary Owner | | Current or Projected Company Ownership Percentage Interest | | Owner of Remaining Interests | | | Bourbon Brothers Holdings LLC (BBH) | | Venu | | | 100% | | | Not applicable. | | | Bourbon Brothers Smokehouse and Tavern CS, LLC (BBST) | | BBH | | | 100% | | | Not applicable. | | | Bourbon Brothers Presents, LLC d/b/a Phil Long Music Hall (BBP) | | BBH | | | 89% | | | Third-Party Investors. | | | Bourbon Brothers Smokehouse and Tavern GA LLC (BBSTGA) | | BBH | | | 100% | | | Not applicable. | | | Bourbon Brothers Presents GA LLC | | BBH | | | 100% | | | Not applicable. | | | Notes Holding Company, LLC (NHC) | | Venu | | | 100% | | | Not applicable. | | | Sunset Amphitheater, LLC (Sunset) | | Venu | | | 14% (100% voting control) | | | Third-Party Investors (1) | | | Hospitality Income & Asset, LLC | | Venu | | | 99% (100% voting control) | | | Third-Party Investors. | | | Bourbon Brothers Licensing, LLC (BBL) | | Venu | | | 100% | | | Not applicable. | | | GA HIA, LLC (GAHIA) | | Venu | | | 15% (100% voting control) | | | Third-Party Investors (1), (4) | | | Notes Live Real Estate, LLC (NLRE) | | Venu | | | 100% | | | Not applicable. | | | Roths Sea & Steak, LLC (Roth Sea) | | BBH | | | 100% | | | Not applicable. | | | Sunset Operations LLC (SunsetOps) | | BBH | | | 100% | | | Not applicable. | | | Sunset Hospitality Collection, LLC (SHC) | | NLRE | | | 53% (as of March 31, 2026) 40% (projected) (100% voting control) | | | Third-Party Investors (1), (4) | | | Notes Hospitality Collection, LLC (NHC) | | BBH | | | 100% | | | Not applicable. | | | Sunset at Broken Arrow, LLC (BA) | | NLRE | | | 55% (as of March 31, 2026) 35% (projected) (100% voting control) | | | Third-Party Investors (1) | | | Sunset Ground at Broken Arrow, LLC (BAGround) | | Venu | | | 100% (3) | | | Not applicable. | | | Sunset at Mustang Creek, LLC (MC) | | NLRE | | | 100% (as of March 31, 2026) (3) | | | Not applicable. | | | Sunset at McKinney, LLC (MK) | | NLRE | | | 68% (as of March 31, 2026) 58% (projected)(3) (100% voting control) | | | Third-Party Investors (1) | | | Sunset Ground at McKinney LLC (MKGround) | | NLRE | | | 100% (as of March 31, 2026) (3) | | | Not applicable. | | | Sunset Operations at McKinney, LLC (McKinneyOps) | | NLRE | | | 100% | | | Not applicable. | | | Sunset at El Paso, LLC (EP) | | NLRE | | | 98% (as of March 31, 2026) (2) 35% (projected) (100% voting control) | | | Third-Party Investors. | | | Sunset Ground at El Paso LLC (EPGround) | | NLRE | | | 100% (2) | | | Third-Party Investors (1) | | | Sunset Operations at El Paso, LLC (EPOps) | | NLRE | | | 100% | | | Not applicable. | | | Polaris Pointe Parking, LLC (PPP) | | Venu | | | 100% | | | Not applicable. | | | Venu Income, LLC (Income) | | Venu | | | 94% (as of March 31, 2026) (projected ownership not yet determined) (100% voting control) | | | Third-Party Investors. | | | Venu VIP Rides, LLC (Rides) | | Venu | | | 50% (100% voting control) | | | Third-Party Investors | | | 22 | | | Subsidiary | | Venu or Subsidiary Owner | | Current or Projected Company Ownership Percentage Interest | | Owner of Remaining Interests | | | Notes CS I, DST (Trust) | | Notes CS I Holdings, LLC | | | 81% (as of March 31, 2026)(5) (projected ownership not yet determined)(5) (100% voting control) | | | Third-Party Investors (5) | | | Notes CS I Holdings, LLC (Holdings LLC) | | Venu | | | 100% | | | Not applicable. | | | Notes CS I ST, LLC (Signatory) | | Venu | | | 100% | | | Not applicable. | | | Venu LuxeSuite Holdings, LLC (Luxe) | | Venu | | | 100% | | | Not applicable. | | | Venu 280, LLC (Artist 280) | | Venu | | | 100% | | | Not applicable. | | | Venu Presents LLC (Venu Presents) | | Venu | | | 100% | | | Not applicable. | | | Sunset at Houston in Webster LLC (SHOU) | | Venu | | | 97% (as of March 31, 2026) 60% (projected)(1) (100% voting control) | | | Third-Party Investors. | | | Sunset Ground at Houston in Webster LLC (SHOUGround) | | NLRE | | | 100% (as of March 31, 2026) (project ownership not yet determined) projected)(3) (100% voting control) | | | Third-Party Investors. | | | Sunset Operations at Houston in Webster, LLC (SHOUOps) | | NLRE | | | 100% | | | Not applicable. | | | Hall at Centennial LLC (Centennial) | | Venu | | | 85% (as of March 31, 2026) 60% (projected)(1) (100% voting control) | | | Third-Party Investors. | | | Bourbon Brothers Smokehouse and Tavern Centennial, LLC (BBSTCentennial) | | BBH | | | 100% | | | Not applicable. | | | Bourbon Brothers Presents Centennial, LLC (BBPCentennial) | | BBH | | | 100% (as of March 31, 2026) | | | Third-Party Investors. | | | (1) | Venu or NLRE, as applicable, has sold or intends to sell non-voting membership interests in this limited liability company to third-party investors. However, the governing documents for these subsidiaries provide that third-party investors who hold non-voting membership units are, in the case of distributions resulting from operations of the venue or restaurant owned by the limited company, entitled to a defined portion of distributions of available cash that are attributable to certain revenue streams of the entities, such as ticket sales, or otherwise a targeted return. All other portions of distributions of available cash from facility operations, income and profits are distributed to Venu (or a wholly owned subsidiary of Venu) as the Class A member. Where the economic waterfall for the holders of non-voting membership units of a subsidiary is other than in accordance with the members percentage interest in the subsidiary as a whole, those economic rights, as of the date of this prospectus supplement, are described below: | | | | | The Sunset Amphitheater LLC: In the event The Sunset Amphitheater LLC at any time makes a distribution of available cash to its members from operations, it will first distribute to the Class B members as a class an aggregate amount equal to the rental profit attributed to the venue. Class B members share this amount on a pro rata basis determined solely with respect to the total number of Class B units outstanding. Class B members are only entitled to their pro rata share of any rental profit, and are not entitled to any other distributions of available cash from operations or any other income or profits of The Sunset Amphitheater LLC, which are distributable solely to the single Class A member (Venu). Rental profits are calculated on a per ticketed show basis, and the amount of rental profits distributable to the Class B members for each show is calculated by multiplying $5.00 by the number of tickets sold for the ticketed event at the venue owned by The Sunset Amphitheater LLC (excluding any other venue revenues or profits of any kind). | | | 23 | | | | | GA HIA, LLC: All distributions of net profits and available cash (other than Priority Proceeds, as defined below) to its members will be made to the Class A members, Class B members and Class C members on a pro rata basis. All amounts of cash received by GA HIA, LLC pursuant to the primary naming rights for the music venue operated on GA HIA, LLCs property and tax rebates from or through the City of Gainesville, Georgia (collectively, Priority Proceeds) are distributable solely to the Class B members and Class C members on a pro rata basis. Notwithstanding the foregoing, the Class C members are capped at a 9% annual return on their capital contribution, after which they no longer participate in distributions for such year. | | | | | | | | | | Sunset at Broken Arrow LLC: In the event Sunset at Broken Arrow LLC at any time makes a distribution of available cash to its members from operations, it will first distribute to the Class B members as a class an aggregate amount equal to the rental profit attributed to the venue. Class B members share this amount on a pro rata basis determined solely with respect to the total number of Class B units outstanding. Class B members are only entitled to their pro rata share of any rental profit, and are not entitled to any other distributions of available cash from operations or any other income or profits of Sunset at Broken Arrow LLC, which are distributable solely to the single Class A member (a wholly owned subsidiary of Venu). Rental profits are calculated on a per ticketed show basis, and the amount of rental profits distributable to the Class B members for each show is calculated by multiplying $7.00 by the number of tickets sold for the ticketed event at the venue owned by Sunset at Broken Arrow LLC (excluding any other venue revenues or venue profits of any kind). Sunset at Broken Arrow LLC intends to offer Class C membership interests to third parties; holders of these non-voting membership interests are not entitled to distributions of rental profit or of available cash but are entitled to certain allocations of income or losses and will be afforded rights to utilize a suite at the venue along with rights attributable to tickets to that suite. | | | | | | | | | | Sunset at McKinney LLC: In the event Sunset at McKinney LLC at any time makes a distribution of available cash to its members generated through ticketed events at the venue, it will distribute to the Class B members, as a class and on a pro rata basis, an aggregate amount intended to cause the Class B members to realize an annual return equal to 3% of the amount of their respective capital contributions. All other distributions from venue operations, income or profits of any kind are distributed solely to the single Class A member (a wholly owned subsidiary of Venu). Sunset at McKinney LLC has also offered Class C membership interests to third parties; holders of these non-voting membership interests are not entitled to distributions of available cash but are entitled to certain allocations of income or losses and will be afforded rights to utilize a suite at the venue along with rights attributable to tickets to that suite. | | | | | | | | | | Sunset Hospitality Collection LLC: In the event Sunset Hospitality Collection LLC at any time makes a distribution of available cash to its members attributable to lease payments made by the tenant of the property owned by Sunset Hospitality Collection LLC, it will distribute to the Class B members an amount intended to cause the Class B members to realize an annual return equal to 8% of the amount of the total capital contributions of the Class B members and to the Class C members an amount intended to cause the Class C members to realize an annual return equal to 4% of the amount of the aggregate capital contributions of Class C members. All other distributions of cash from venue operations, income or profits of any kind are distributed to the single Class A member (NLRE). | | | | | | | | | | Hall at Centennial LLC, Sunset at El Paso, LLC and Sunset at Houston in Webster LLC: Each of these subsidiaries has initiated an offering of non-voting membership interests; holders of non-voting membership interests are not entitled to distributions of available cash but are entitled to certain allocations of income or losses and will be afforded rights to utilize a suite at the applicable venue along with rights attributable to tickets to that suite. | | | 24 | | | (2) | Venu or NLRE, as applicable, does not currently intend to sell or grant interests in Sunset Ground at El Paso LLC to third parties, but may later determine it is appropriate to do so. To the extent any interests are sold or conveyed to third parties it is expected that those interests would take the form of non-voting membership units, and therefore, NLRE (or Venu) would maintain 100% voting control. In April 2025, Sunset at El Paso, LLC initiated an offering of non-voting membership interests; holders of non-voting membership interests are not entitled to distributions of available cash but are entitled to certain allocations of income or losses and will be afforded rights as tenants (or other rights) to utilize suites at the venue and rights attributable to tickets to the suite to which they are deemed a tenant. | | | | | | | (3) | NLRE or Venu, as applicable, does not currently intend to sell or grant interests in these subsidiaries to third parties, but may later determine whether it is appropriate to do so. To the extent any interests are sold or conveyed to third parties it is expected that those interests would take the form of non-voting membership units, and therefore, NLRE (or Venu) would maintain 100% voting control. | | | | | | | (4) | GIA HIA LLC, in addition to the voting Class A membership units held solely by Venu, has issued non-voting Class B membership units and non-voting Class C membership units to third parties. Sunset Hospitality Collection LLC, in addition to voting Class A membership units held solely by a wholly owned subsidiary of Venu, has issued non-voting Class B membership units and non-voting Class C membership units to third parties. | | | | | | | (5) | As of the date of this Annual Report, the Company also holds its interest in one of its real property assets through a Delaware Statutory Trust. On August 22, 2024, NLRE conveyed the 9.41 acres of real property upon which Ford Amphitheater is located to Notes CS I Holdings, LLC, a wholly owned subsidiary of Venu (Holdings LLC), and Holdings LLC conveyed that property to Notes CS I, DST, a Delaware Statutory Trust (the Trust) in exchange for a 100% of the beneficial interests in the Trust. The signatory trustee for the Trust is Notes CS I ST, LLC, a wholly owned subsidiary of Venu. Beneficial owners have no voting rights with respect to the affairs of the Trust and do not have legal title to any portion of the property held by the Trust. Instead, the signatory trustee has the sole power and authority to manage the activities and affairs of the Trust, including the power and authority to sell the property, and the Trust holds legal title to the property. Under the documents governing the Trust, beneficial interest holders are entitled to distributions on a pro rata basis of the base rent payments made to the Trust from the ground tenant. Holdings LLC is one of two beneficial interest holders of the Trust and holds an approximate 81% interest. The Trust expects to from time to time sell additional beneficial interests to third parties, but in no event is it expected that Holdings LLC would cease to hold a beneficial interest in the Trust. | | | | | | | (6) | Venu LuxeSuite Holdings, LLC (Luxe) sells to third parties the exclusive use rights to certain suites at certain Company venues and concurrently leases them back for a 15-year term under a triple-net lease structure. Under these agreements, the third party pays an upfront purchase price for the suite and Luxe leases the suite for its own use for 15 years. The lease is triple net, meaning that Luxe is responsible for all suite-related operating costs (maintenance, insurance, taxes) over the term. Certain Venu subsidiaries that own, or are developing, amphitheaters also may sell interests in Luxe FireSuites using this same triple net model. | | | 25 | | As it relates to the larger Ford Amphitheater project in which certain Company subsidiaries have a direct or indirect interest, the rights of stakeholders are summarized below and described elsewhere in this Annual Report. | | | Operating Agreement: With respect to venue profits and venue losses generated at Ford Amphitheater, those profits and losses are payable and allocated to AEG Presents, a subsidiary of AEG, and Venu in accordance with the terms of the exclusive operating agreement between Venu and AEG Presents. After entering into the exclusive operating agreement, Venu assigned the agreement to its wholly owned subsidiary, SunsetOps, which oversees the operations of Ford Amphitheater. Amounts due to SunsetOps under the exclusive operating agreement with AEG Presents are based on a base fee derived from a portion of the tickets sold at public events held at the venue, and a percentage of venue profits (with such profit split between the two parties being in a range between 45% to 55%). Venue profits that are split and allocated between the parties take into account various revenues streams generated through venue events, including ticket sales, ticket rebates, VIP services, net food and beverage sales, net revenue commissions from artist merchandise sales, parking, and venue sponsorship fees (such as naming rights), but subject to certain limitations set forth in the agreement, and any profits that are divided between the parties are net of various venue operating expenses incurred by AEG Presents as well as certain insurance and property expenses incurred by the owner of the venue. | | | | | Amounts due to SunsetOps from event and venue operations under the exclusive operating agreement with AEG Presents are the primary source of funds utilized to pay lease payments due under the operations leases as well as, as further described below, Event Fees and the base rent due under the ground lease described below for the property on which Ford Amphitheater was developed, and with any excess retained by SunsetOps. | | | | | Ground Leases: The real property upon which the amphitheater was developed is owned by the Trust, and The Sunset Amphitheater LLC owns all of the improvements (i.e., the amphitheater) on that property. The Trust leases that property to Notes CS I MT, LLC, a wholly owned subsidiary of Venu (and the master tenant for the property) pursuant to a master lease, which in turn leases the property to The Sunset Amphitheater LLC under a ground lease that has substantially the same economic terms as that of the master lease. The Sunset Amphitheater LLC is the guarantor of the ground lease. Pursuant to that ground lease, Notes CS I MT, LLC pays master tenant annual base rent of $3,222,000 (subject to escalation), which is paid monthly, and base rent is then remitted to the Trust and distributed pro rata to the holders of its beneficial interests. | | | | | | | | | | Operations Leases: In connection with the operations of Ford Amphitheater located at the property, The Sunset Amphitheater LLC entered into an operations lease (which was amended on September 24, 2024) with Notes Live Foundation (a non-profit organization operating under the trade name Venu Arts & Culture Foundation), a foundation formed, in part, to accommodate certain public use requirements of certain municipalities or quasi-municipality entities and of which Venu is the sole member (the Foundation), and in turn, the Foundation has entered into an operations sublease agreement with SunsetOps, as such operations sublease was amended on September 24, 2024. During the term of that operations sublease, SunsetOps pays to the Foundation (a) annual base rent of $3,222,000 (subject to annual 2% annual increases), plus (b) a per-ticket amount to be determined by SunsetOps, multiplied by the total number of tickets sold for entry into public events at Ford Amphitheater, not to exceed $50,000 in total unless agreed to in writing by SunsetOps to be paid annually (the Charitable Trust Contribution), plus (c) $5.00 multiplied by the total number of tickets sold for entry into public events at Ford Amphitheater (Event Fees). In turn, under the operations lease, the Foundation remits all payments under the operations sublease to The Sunset Amphitheater LLC, except for the Charitable Trust Contribution (if any). Event Fees that get remitted to The Sunset Amphitheater LLC are ultimately the source of the rental profit described above that is distributed by The Sunset Amphitheater LLC to its Class B members, and the remainder of the payments received by The Sunset Amphitheater LLC under the operation lease and sublease are used to pay the base rent payments due to the master tenant and the Trust. | | Bourbon Brothers Holdings LLC (*BBH*) is a holding company designed to own and manage each of Venus operating entities. In addition to the entities organized under BBH currently, Venu expects BBH will own 100% of future restaurant and event center operating companies for entertainment campuses that Venu may develop around the country. Venus current goal is that by 2028, it will have brought entertainment venues to additional markets. When developing a new entertainment campus or venue in a new market, Venu generally forms an operating company under BBH to manage the venues operations. The land and building for the venue are typically leased to the operating company by a landlord entity that Venu (or one of its subsidiaries) either wholly owns or acquires an interest in. | 26 | | **Long-Term Debt Obligations** To fund certain of its operations and property acquisitions, Venu has, at times, borrowed funds from third-party lenders and related parties. The table below sets forth the outstanding current debt obligations (other than ordinary course obligations) of Venu or its subsidiaries as of March 31, 2026. | Debt Type | | Date of Issue | | | Borrower | | Lender | | Principal Amount | | | Interest Rate | | Maturity Date | | | Mortgage Loan | | 05/06/2022 | | | GA HIA, LLC | | Pinnacle Bank | | $ | 4,060,028 | | | 3.95 | % | | 05/26/2043 | | | | Mortgage Loan | | 07/01/2021 | | | Hospitality Income & Asset, LLC | | Integrity Bank & Trust | | $ | 3,035,391 | | | 5.5 | % | | 07/10/2031 | | | | Aircraft Loan | | 09/26/2025 | | | Venu 280, LLC | | PNC Bank, National Association | | $ | 11,868,989 | | | 6.01 | % | | 10/01/2030 | | | | Draw Down Term Loan | | 05/27/2025 | | | Sunset Hospitality Collection, LLC | | The Pueblo Bank & Trust | | $ | 5,937,119 | | | 8.5 | % | | 05/27/2031 | | | | Loan | | 05/04/2020 | | | Venu f/k/a Bourbon Brothers Entertainment, LLC | | U.S. Small Business Administration | | $ | 500,000 | | | 3.75 | % | | 05/04/2050 | | | | Loan | | 08/16/2024 | | | Venu f/k/a Notes Live, Inc. | | Texas Economic Development Fund | | $ | 8,000,000 | | | 0 | % | | 08/16/2032 | | | | Loan | | 01/14/2025 | | | Venu and The Sunset Amphitheater in McKinney, LLC | | McKinney Economic Development Corporation | | $ | 25,000,000 | | | 0 | % | | (1) | | | Convertible Promissory Note | | 04/04/2025 | | | Venu and NLRE | | 3rd Party Investors | | $ | 1,000,000 | (2) | | 12.0 | % | | 04/04/2028 | | | | Convertible Promissory Note | | 05/06/2025 | | | Venu and NLRE | | 3rd Party Investors | | $ | 1,000,000 | (2) | | 12.0 | % | | 05/06/2028 | | | | Promissory Note | | 02/03/2026 | | | Venu | | Old Mill, LLC | | $ | 7,758,975 | (3) | | 4. 5 | % | | 02/01/2027 | | | | (1) | Upon obtaining a Certificate of Occupancy, the Company will be reimbursed by MEDC for all purchase monies paid by the Company to MEDC, up to the purchase price, and the Company and the guarantors will be released from their respective obligations under the deed of trust, note, and personal guaranties. | | | | | | | (2) | The maturity date of the convertible promissory notes is three years from the date of issuance. The interest rate is 12% per annum and paid quarterly in shares of the Companys Common Stock at the conversion price. Principal is paid at maturity in cash, or at the Companys option, in-kind through the issuance of shares of Common Stock at the conversion price. Conversion price is defined as 100% of the average daily closing sale price of the Companys Common Stock during the 10 consecutive trading days immediately prior to the applicable payment date. The notes are secured by the Companys interests in various of its real estate assets, interests, and projects. On July 22, 2025, the Company issued 103,667 shares of Common Stock upon conversion of a secured promissory note to satisfy 50% of the outstanding obligations owed thereunder. | | | | | | | (3) | The promissory note agreement is entered with Old Mill, LLC, which is partially owned by a Board member of Venu. Interest accrues at 4.5% per annum for the first six months in the amount of $29,096.16 per month and is payable in cash on August 1, 2026. Thereafter, interest will accrue and be payable on February 1, 2027. Principal, along with any accrued but unpaid interest, is payable at maturity in cash, or at the Companys option, in-kind through the issuance of shares of the Companys Common Stock at the conversion price. Conversion price is defined as 100% of the average daily closing sale price of the Companys Common Stock during the 10 consecutive trading days immediately prior to the applicable payment date. | | | 27 | | **Public-Private Partnership Obligations** Venu evaluates which markets to expand to and to purchase properties to develop venues on according to a set of rigorous criteria that maximizes Venus potential for success and profitability. One of the key factors in Venus market-expansion assessment is the ability to leverage public-private partnerships, which are driven by local municipalities that demonstrate an interest in the development of entertainment venues as a way to catalyze economic development, attract community investment, and improve the community that the local government serves. Venu was able to acquire many of the real-property assets in its portfolio through public-private partnerships. In a public-private partnership, a local government or quasi-governmental entity, such as a local economic development corporation or redevelopment authority, offers financial incentives to Venu that enable Venu or one of its subsidiaries to acquire land on terms that are more favorable than Venu would be able to negotiate in a private sale on the open market. The financial incentives that a local municipality may offer Venu in a public-private partnership include, for example: (i) granting land to be used for Venus construction of amphitheaters, entertainment venues, and parking; (ii) granting parking facilities to be used at Venus venues and, in some cases, allowing Venu to monetize parking; (iii) providing public financing for Venus venue-development projects; (iv) providing sales-tax abatements and/or refunds; (v) providing property-tax abatements and/or refunds; or (vi) publicly funding the construction of parking facilities, entry and exit roads, and utilities required to support the development and operation of Venus venues. In exchange for the financial incentives offered by the local municipality, Venu agrees to develop and operate one or more music and entertainment venues and restaurants in the community that Venu has partnered with, which advances Venus market-expansion objectives, drives local economic growth, and attracts other community investments. Although purchasing properties through public-private partnerships is a key component of Venus acquisition and financing strategy, the agreements that Venu negotiates when partnering with a local government or quasi-governmental entity typically subject Venu to burdensome conditions, restrictions, obligations, and covenants with respect to Venus ownership, use, and development of the land acquired from the municipality. Those restrictions are typically incorporated into ancillary agreements entered into by Venu and the local government that it is partnering with (such agreements, the *Restricting Agreements*), which may include, for example, a Development Agreement, a Parking Agreement, or a Facilities Use Agreement. The Restricting Agreements typically require various levels of political and governmental approval, such as by the local city council, an economic-development council, or the secretary of state. The process of obtaining all required governmental approvals, permits, and entitlements can be time-consuming and costly for Venu. Even after obtaining those approvals, Venus ability to continue owning, holding, and developing the real-property asset that it acquires from a local municipality in a public-private partnership depends on its compliance with the restrictions and conditions set forth in the Restricting Agreements. Typical restrictions include requirements to satisfy minimum capital-investment obligations, to meet various project development and construction deadlines, to hold a minimum number of events per year once the venue is operating, or to sell a minimum number of tickets per season. If Venu is unable to comply with the conditions, restrictions, and obligations set forth in Restricting Agreements, Venu may be subject to monetary penalties, lose the tax or economic incentives that initially induced Venus partnership with the municipality, or cause the land that Venu acquired in the public-private partnership to be recouped by the municipality. Project and construction delays that cause Venu to fall behind the timeline specified in a Development Agreement could cause the project to be terminated or obligate Venu to pay a fee. Venus expansion into Gainesville, Georgia, Broken Arrow, Oklahoma, McKinney, Texas, and El Paso, Texas, and Houston, Texas has involved or will involve public-private partnerships. | 28 | | A summary of our public-private partnerships, including purchase prices for land and/or assets, and associated deadlines for each, is provided below. | Public-Private Partnership | | Investment Commitment | | Purchase Price for Land and/or Assets | | Deadline for Making Investment or Purchasing Land/Assets | | | Broken Arrow, Oklahoma | | Minimum Capital Investment: $70 million | | Purchase Price: $577,314.62 | | The closing and payment of Purchase Price occurred on May 23, 2024. | | | | | | | | | | | | McKinney, Texas | | $200 million | | Purchase Price: $35 million, payable either (i) in full, in cash, or (ii) in $10 million cash and $25 million in a promissory note secured by a deed of trust and personally guaranteed. Upon obtaining a Certificate of Occupancy, the Company will be reimbursed by MEDC for all purchase monies paid by the Company to MEDC, up to the purchase price, and the Company and the guarantors will be released from their respective obligations under the deed of trust, note, and personal guaranties. | | The closing and payment of the Purchase Price occurred on January 14, 2025. | | | | | | | | | | | | El Paso, Texas | | Minimum Qualified Expenditures: $100 million | | Purchase Price: NoneThe land will be conveyed by the city for no cost. | | The closing on the property occurred on May 13, 2025. | | *Public-Private Partnership in Gainesville, Georgia* In connection with its development of the BBP GA indoor music hall and the BBST GA restaurant in Gainesville, Georgia, GA HIA, LLC (a subsidiary of Venu that Venu exercises total voting control over) partnered with the Gainesville Redevelopment Authority in January 2022. In addition to the Purchase and Sale Agreement that GA HIA negotiated with the GRA, which enabled GA HIA to purchase approximately 1.7 acres from the GRA for less than the fair-market value of the land, GA HIA and the GRA entered into a Development Agreement, a Parking Agreement, and a Facilities Use Agreement. The Development Agreement required GA HIA to develop and construct the BBP GA and BBST GA venues according to a detailed construction schedule and in conformance with the architectural renderings and budget submitted when GA HIA applied for funding through the City of Gainesvilles tax-allocation district redevelopment program (the *TAD Program*), to provide the City of Gainesville with construction and interim-progress reports, to satisfy various other reporting requirements related to GA HIAs development of the venues, and to maintain the BBP GA and BBST GA properties in good repair and operating condition. GA HIA applied for and was approved to receive approximately $1.9 million in funding under the TAD Program, which is payable by the City of Gainesville in the form of reimbursement for costs incurred by GA HIA over up to a 15-year period. GA HIAs eligibility to receive any TAD Program funding is conditioned on its maintenance of the property as a tourism attraction used for the operation of a restaurant and entertainment venue. GA HIAs breach of the Development Agreement could result in the Development Agreement being terminated, GA HIA having to return all of the funds received from the GRA, the GRA pursuing injunctive relief against GA HIA, or GA HIA incurring other penalties to remedy any harm suffered by the City of Gainesville. | 29 | | Pursuant to the Facilities Use Agreement, GA HIAs use of the BBP GA venue is partially restricted by the City of Gainesvilles rights to use the venue up to seven Sundays and five weekdays per calendar year for any city-sponsored event. GA HIA must provide the City of Gainesville with access to a shared event calendar, and upon at least 45 days notice, the City of Gainesville can reserve any unreserved date on the calendar. In turn, the City of Gainesville is required to use GA HIA as its exclusive vendor for all food, beverage, catering, hospitality, and related services at events hosted at BBP GA. Similarly, pursuant to the Parking Agreement entered into by GA HIA and the City of Gainesville, GA HIA was given certain rights to use a city-controlled park adjacent to the BBP GA and BBST GA venues for purposes of additional event parking up to sixteen times per year without charge. However, GA HIAs parking rights are expressly subject to the priority and exclusive parking rights of the Gainesville Arts Council, which has the right to use the park up to sixteen times per year when parking is needed for Arts Council events. *Public-Private Partnership in Broken Arrow, Oklahoma* In October 2023, Sunset BA, a subsidiary that Venu currently owns a majority equity interest in but anticipates owning a minority equity interest in, and that Venu currently exercises and will continue to exercise total voting control over, entered into an Economic Development Agreement with the City of Broken Arrow, Oklahoma (*Broken Arrow*) and the Broken Arrow EDA with the intent to develop The Sunset BA, a 12,500-capacity amphitheater that will be constructed on approximately 13 acres of land adjacent to the 165-acre Broken Arrow Events Park. The Economic Development Agreement required the approval of the Broken Arrow City Council. To incentivize Sunset BA to enter into the public-private partnership, Broken Arrow agreed to sell at least 13 acres but up to 20 acres of land to Sunset BA at a price of $38,462 per acre. Additionally, Broken Arrow committed approximately 30 acres of land from the adjacent Event Park to be used for parking and infrastructure needs for The Sunset BA and agreed to make $17.81 million in capital improvements to the Events Park infrastructure (the *Project Improvements*), which will be funded using TIF Bonds issued by the Broken Arrow EDA that will be paid using a portion of the sales and use tax, hotel tax, and other tax revenues that comprise the Tax Increment generated within the Increment District established by Broken Arrow. In exchange for the financial incentives that Sunset BA is receiving under its public-private partnership with Broken Arrow, the Economic Development Agreement imposes various obligations and restrictions on Sunset BAs ownership and development of the land it is acquiring from Broken Arrow. Under the terms of the original Economic Development Agreement, certain mutual conditions precedent were required to be completed by the parties by January 31, 2024 (the *Conditions Precedent Deadline*), but the Conditions Precedent Deadline was extended to June 30, 2024, through a series of amendments to the original Economic Development Agreement, including a First Amendment dated January 31, 2024, a Second Amendment dated February 21, 2024, a Third Amendment dated March 5, 2024 (the changes under which were unrelated to the extension of the Conditions Precedent Deadline), and a Fourth Amendment dated March 5, 2024. All of the mutual conditions precedent have been satisfied. Pursuant to the Purchase and Sales Agreement between Sunset BA and Broken Arrow, dated March 6, 2024, the closing of the sale was originally set to occur on April 10, 2024. However, the closing date was subsequently extended and Venu closed on the property on May 23, 2024. Additionally, Sunset BA is required to: (i) make a minimum capital investment of $70 million towards the development of The Sunset BA; (ii) host a minimum of 45 scheduled events per calendar year; (iii) provide the Broken Arrow with periodic updates to The Sunset BAs site plan and design documents; (iv) construct and maintain The Sunset BA in accordance with standards applicable to a first-class entertainment venue; (v) charge an additional 1% special assessment on all taxable sales directly associated with The Sunset BA venue; and (vi) provide Broken Arrow with monthly consolidated reports listing taxable transactions (such as ticket sales, concessions, and merchandise sales) completed by Sunset BA and/or its contract vendors. Furthermore, Sunset BA is required to complete its construction of The Sunset BA amphitheater by December 31, 2025, subject to the timely completion of all obligations owed by Broken Arrow and the Broken Arrow EDA. If Sunset BA fails to timely construct The Sunset BA amphitheater, it must pay Broken Arrow a fee of $10,000 per month for each month that the venue remains unfinished. | 30 | | Sunset BA also faces certain risks related to the completion of the Project Improvements that Broken Arrow agreed to make. The costs of the Project Improvements will be funded using TIF Bonds issued by the Broken Arrow EDA. The payment of the TIF Bonds directly depends on Sunset BAs success in developing and operating the Broken Arrow Amphitheater in a manner that generates sufficient Tax Increment revenue. Accordingly, Sunset BA agreed to timely remit, and to use commercially reasonable efforts to make its contractors timely remit, all legally required ad valorem and sales taxes. If Sunset BA fails to operate the Broken Arrow Amphitheater in a manner that generates sufficient Tax Increment revenue to pay the TIF Bonds, Broken Arrow would be unable to pay for the Project Improvements, and Sunset BA would not receive the benefit of one of the material financial incentives that induced its entry into the public-private partnership. *Public-Private Partnership in McKinney, Texas* In March 2024, Venu formed a public-private partnership with the City of McKinney, Texas (*McKinney*) with plans to construct The Sunset McKinney, a 20,000 seat, open-air amphitheater and entertainment complex. Pursuant to the Chapter 380, Grant, and Development Agreement that Venu entered into with McKinney, the MEDC, and the McKinney Community Development Corporation on April 16, 2024 (the *McKinney Development Agreement*), Venu will construct The McKinney Complex on a 46-acre tract (the *McKinney Tract*) that MEDC has agreed to sell to Venu for an aggregate purchase price of $35,000,000 to be paid at the closing of the sale at Venus option either (i) in full, in cash, or (ii) with $10,000,000 paid in cash (the *McKinney Cash Payment*) and $25,000,000 represented by a secured promissory note to MEDC (the *McKinney Note*), which will bear no interest, be subject to prepayment without penalty, be secured by a Deed of Trust conveying a first-priority lien on the McKinney Tract (the *McKinney Deed of Trust*), and be personally guaranteed by our Chairman and a third party shareholder (such guaranty, the *McKinney Guaranty*). Closing was required to occur within 30 days after the entitlement of the McKinney Property (the *Entitlement Date*) and took place on January 14, 2025. On October 15, 2024, the parties amended the McKinney Development Agreement to, among other things: (i) eliminate the Letter of Credit payment concept and instead provide for payment of the McKinney Purchase Price either fully in cash or with a combination of the $10,000,000 McKinney Cash Payment and the $25,000,000 McKinney Note, to be secured by the McKinney Deed of Trust and personally guaranteed by the McKinney Guaranty; (ii) require MEDC, if not paid fully in cash, to invest the McKinney Cash Payment in a public investment pool or other investment instrument, which will initially accrue interest at a rate of 4.75% (such interest, the *Accrued Interest*), all of which MEDC must pay to Venu until the earlier of December 15, 2027, the date the McKinney Cash Payment has been reimbursed to Venu, or the date the McKinney Cash Payment has been retained by MEDC following a default under the agreement by Venu; (iii) require Venu to repay all Accrued Interest to MEDC through a temporary adjustment to the ticket fee payable by Venu to MEDC; (iv) expand the list of permitted operators that Venu can enter into the required Operator Agreement with; (v) require Venu to use reasonable efforts to acquire right-of-way or easements required to install qualified public infrastructure for the McKinney Complex; and (vi) require Venu to modify its plans to construct The Sunset McKinney to include the construction of an enclosed stage, a sound-attenuating wall attached to the parking garage, sidewalks, an internal fire lane from the amphitheater, a barrier wall along the southern perimeter of the McKinney Complex, a redesigned Owners Suite, and an additional suite, as specified in the amended development plans. The McKinney Development Agreement was amended for a second time on December 3, 2024, to: (i) extend the date by which Venu was required to enter into the required Operator Agreement to September 15, 2025; (ii) provide that Venu will be deemed to have committed an event of default under the McKinney Development Agreement if it defaults under the Operator Agreement, such Operator Agreement is between Venu and one of its wholly-owned subsidiaries, and such default remains uncured beyond any applicable notice and cure period (such default, an *Operator Agreement Default*); (iii) state that if Venu commits an uncured Operator Agreement Default, Venu will not be entitled to receive any of the contributions or incentives set forth in Section 9.8 of the McKinney Development Agreement; (iv) expand the list of permitted operators that Venu can enter into the Operator Agreement with to include a wholly-owned subsidiary of Venu; and (v) require that Venu to provide any required notices under the Operator Agreement to McKinney, MEDC, and MCDC if a wholly-owned subsidiary of Venu becomes an operator under the Operator Agreement. The McKinney Development Agreement was amended for a third time on October 6th, 2025, to reduce the required number of parking to be constructed to 5,000, to correct language related to petition of bankruptcy clause and to adjust the budget and financing plan. The McKinney Development Agreement was amended for the fourth time on January 6thof 2026, to clarify the language of responsibility between the city and Venu for development and deployment of the signage package related to the project, adjusted the dates for deliverables to the city related to potential Eminent Domain for offsite infrastructure to January 30, 2026, to clarify the responsibility of Venu to retain control of the parcel in which the project is being constructed in the event any assignment, sale, lease, transfer, conveyance, mortgage, pledge or other transfer, and provided clarifying language on the City Parties Remedies and defined specifically what was to be provided as relates Eminent Domain documents due on January 20, 2026. | 31 | | One of the primary financial incentives offered to Venu through its public-private partnership with the McKinney Parties is the potential reimbursement of the McKinney Purchase Price that Venu must pay for the McKinney Property. If Venu receives a Temporary Certificate of Occupancy (a *TCO*) within the 36-month period following the Entitlement Date, or if Venu receives a Certificate of Occupancy (a *CO*) if it has not received a TCO within 36 months from the Entitlement Date, then within 30 days of Venus receipt of the TCO or the CO, MEDC will reimburse Venu for the McKinney Purchase Price, and Venu and the guarantors will be released from their respective obligations under the McKinney Note, the McKinney Deed of Trust, and the McKinney Guaranty. If Venu meets the conditions for reimbursement and paid the McKinney Purchase Price through a combination of cash, a promissory note, a deed of trust, and personal guaranties, then MEDC will reimburse Venu for the McKinney Cash Payment and will release Venu and the personal guarantors from their respective obligations under the McKinney Note, the McKinney Deed of Trust, and the McKinney Guaranty. If Venu fails to receive a TCO and begin operations within 36 months from the Entitlement Date, Venu may still be reimbursed for the McKinney Purchase Price, but such reimbursement will be reduced by liquidated damages of $5,000 per day, which will accrue until Venu receives a TCO. Venu is subject to a robust list of deadlines under the McKinney Development Agreement, as amended, pursuant to which Venu was obligated, among other things, to: (i) conduct a site plan and submit it to McKinney within 120 days of March 6, 2024; which has been met; (ii) conduct a noise study and final traffic study of the McKinney Complex ingress and egress not less than one month before any public meetings regarding the required site plan for the McKinney Complex, which has been met; (iii) submit the Preliminary Base Complex Plan (as defined in the Development Agreement) by July 15, 2024, which has been met;; (iv) provide McKinney with a financing plan, including projected sources and uses for financing proceeds, by September 1, 2024, which has been met; (v) submit the Final Base Complex Plan (as defined in the Development Agreement) by December 15, 2024, which has been met; (vi) enter into a fully executed, binding Operator Agreement, which must have a term of at least ten years with two, five-year renewals exercisable by and at the option of Venu, by September 15, 2025, requirements which were amended and has been met; (vii) receive a TCO and begin operations within 36 months from the Entitlement Date; and (viii) receive a CO within 42 months from the Entitlement Date. As part of their public-private partnership, Venu and McKinney must prepare and adhere to a Complex Budget, which budgets the total costs of developing the McKinney Property and constructing the McKinney Complex. The anticipated Complex Budget is $220,000,000, subject to any increase or decrease in Venus sole discretion, provided that the McKinney Complex Budget cannot be reduced below $200,000,000 without McKinneys consent. Venu is responsible for securing its portion of the McKinney Complex Budget required for the planning, development, and construction of the McKinney Complex and all Project Improvements. Venu will be responsible for the payment of any Cost Overruns in excess of the Complex Budget, provided that Cost Overruns will not include any excess costs and expenses that result from any acts, failures to act, or omissions of the McKinney Parties. Accordingly, any additional costs that result from Venus failure to adhere to the Project Construction Timeline would be borne by Venu. Venu also must adhere to the Project Construction Schedule, the initial version of which is attached as Exhibit E to the Development Agreement, which specifies various timing expectations for steps in the construction process of The Sunset McKinney. Throughout the construction timeline, Venu must meet monthly with representatives of the McKinney Parties and other contractors to discuss the status of Venus efforts to comply with the foregoing conditions and must provide written monthly reports to a representative of McKinney regarding the status of Venus construction of the McKinney Complex and any material changes to the Project Construction Schedule or the Complex Budget. Once construction of the McKinney Complex is complete, Venu is required to present at least 45 commercial events per year at The Sunset McKinney amphitheater. Venu or its operator must pay McKinney a ticket fee equal to $1.00 per manifested ticket sold (the *Ticket Fee*), subject to adjustment as set forth in the First Amendment to the Chapter 380, Grant, and Development Agreement. If Venu hosts at least 45 commercial events annually, with a paid attendance of at least 400,000 manifested tickets annually, McKinney or a related party will pay Venu the list of financial incentives and contributions set forth in Section 9.8 of the Development Agreement (the *McKinney Incentives*), almost all of which will not be paid, and will be subject to repayment through subsequent-year reductions, in any year in which less than 45 commercial events are held. Accordingly, Venu faces the risk that it will not receive the material financial incentives that partly induced its entry into the public-private partnership with McKinney if it fails to meet the 45-event requirement each year. | 32 | | If Venu fails to meet the foregoing deadlines, and there are no reasonable excuses for the delays, the McKinney Parties can exercise various remedies set forth in the Development Agreement. Depending on the cause of Venus breach, certain remedies that are exercisable by McKinney may result in Venu becoming ineligible to receive, or receiving a reduced amount, of McKinney Incentives. Upon the occurrence of any of the events identified in the Development Agreement (an *Event of Default*), Venu will be subject to the penalties described with respect to each Event of Default, including: | | (i) | If Venu fails to obtain a TCO within 36 months from the Entitlement Date, Venu will become ineligible to receive any of the McKinney Incentives other than the reimbursement of the McKinney Purchase Price, subject to such reimbursement being reduced by $5,000 per day until Venu obtains a TCO. | | | | | | | | | (ii) | If Venu fails to obtain a CO within 42 months from the Entitlement Date, then until Venu obtains a CO, Venu will be ineligible to receive any of the McKinney Incentives, other than the reimbursement of the McKinney Purchase Price, and Venu will be required to pay liquidated damages in the amount of $5,000 per day in the form of a reduction to, at the McKinney Parties option, one or more of the McKinney Incentives, which damages will accrue until Venu obtains a CO. | | | | | | | | | (iii) | If Venu becomes bankrupt, insolvent, subject to involuntary dissolution, subject to an assignment of all or substantially all of its assets for the benefit of creditors, or subject to similar actions involving bankruptcy or creditors rights described in the Development Agreement, the McKinney Parties may terminate the Development Agreement, Venu will become ineligible to receive any additional McKinney Incentives, and if Venu has already purchased the McKinney Property but has not been reimbursed for the McKinney Purchase Price by MEDC, then MEDC will retain the McKinney Purchase Price, including any amount of the McKinney Purchase Price already paid to MEDC, and may exercise any remedies provided by the McKinney Deed of Trust, Development Documents (as defined in the McKinney Deed of Trust), or applicable law. | | | | | | | | | (iv) | If Venu breaches the Development Agreement by failing to keep, observe, or perform any of the terms, covenants, or agreements that it is required to keep, observe, or perform under the Development Agreement (other than those referred to in clauses (i) through (v) above), and fails to cure such breach within the time periods specified in Section 23.1.1(e) of the Development Agreement, or if Venu defaults under an Operator Agreement between Venu and one of its wholly-owned subsidiaries and such default remains uncured beyond any applicable notice and cure period, then Venu must pay liquidated damages in the amount of $5,000 per day in the form of a reduction to, at the McKinney Parties option, one or more of the McKinney Incentives, which damages will accrue from the date Venu is notified of its default until Venu has cured such default; provided, that if such default is not cured within 180 days, Venu will thereafter not be entitled to receive any McKinney Incentives. | | While Venus public-private partnership with McKinney gives Venu the potential to receive several material financial incentives, Venu may forfeit those incentives or receive reduced incentives if it fails to comply with the various deadlines and expectations set forth in the Development Agreement. Any reduction or forfeiture of the McKinney Incentives would result in Venu paying more of the costs of purchasing the McKinney Property and constructing the McKinney Complex than it anticipated when it entered the Development Agreement with the McKinney Parties. | 33 | | *Public-Private Partnership in El Paso, Texas* On April 30, 2024, Venu executed a non-binding term sheet with the City of El Paso, Texas, which was approved by the El Paso City Council by a vote of 6-1. The term sheet defined a more detailed, negotiated Chapter 380 Economic Development Agreement and Purchase and Sale Agreement (the *El Paso Definitive Agreements*) between Venu and the City of El Paso. The El Paso Definitive Agreements were executed in June and July 2024, pursuant to which a public-private partnership was established between Venu and the City of El Paso. The Chapter 380 Economic Development Agreement defines the terms for the construction of The Sunset El Paso, a 12,500-person amphitheater to be developed by Venu. Pursuant to the El Paso Definitive Agreements, the City of El Paso will provide various financial incentives to Venu, including the conveyance of approximately 17 acres for the site location on the terms set forth in the Purchase and Sale Agreement, the guarantee and/or funding of all parking facilities, the waiver of all fees for the building permits and inspections required to develop The Sunset El Paso, and the provision of annual rebates on real and business personal property, sales and use, and mixed beverage taxes over up to a 20-year rebate period as part of an incentives package that will total approximately $67 million. Additionally, the City of El Paso expects to contribute $8 million in cash towards construction of the amphitheater via an eight-year, zero-interest, forgivable promissory note, which will be forgiven if Venu completes construction of The Sunset El Paso within 36 months from Entitlement and hosts a minimum of 25 events per year in years 3-5 of the rebate period. The Purchase and Sale Agreement was amended on August 29, 2024, October 28, 2024, January 27, 2025, and March 3, 2025, and in each case to extend the inspection period. Venu closed on its purchase and acquisition of the El Paso property on May 13, 2025. As part of its proposed public-private partnership with El Paso and in exchange for El Pasos incentives package, Venu must, among other obligations: (i) invest at least $80 million in the acquisition, development, carrying costs, construction, and business personal property costs associated with developing The Sunset El Paso; (ii) commence construction of The Sunset El Paso within 90 days following Entitlement; (iii) obtain a Temporary Certificate of Occupancy no later than 36 months after Entitlement; (iv) secure a venue operator to operate the amphitheater for a 10-year term with two, five-year extensions prior to obtaining a Certificate of Occupancy; and (v) host a minimum of 40 events per year. If Venu defaults under the terms of the term sheet or the Definitive El Paso Agreements and fails to timely cure such defaults, Venu must repay any rebates it received from El Paso pursuant to a recapture schedule to be defined in the Chapter 380 Economic Development Agreement. **Competition** The following factors contribute to the competitive environment that Venu faces in the live-entertainment and hospitality industry: | | | Within the live-entertainment and hospitality industry, Venu will compete against other live-music venues in the states in which Venu has expanded or plans to expand to, such as the Red Rocks Amphitheater in Morrison, Colorado, and the Toyota Music Factory near the DFW area of Texas. | | | | | | | | | | The offerings in the live-entertainment and hospitality space are diverse. Not only does Venu compete against other music venues for bookings and ticket sales, but Venu also competes against companies that offer other forms of media and entertainment, including sporting events, music festivals, theaters, and other live-entertainment venues. | | | | | | | | | | Despite general trends indicating that consumers are willing to spend high-dollar prices to see their favorite artists perform live, many Americans are cutting back on their entertainment spending due to recessionary fears and exorbitant, inflationary costs. | | | | | | | | | | Many of Venus planned venues are a drivable, though less convenient, distance from larger cities that commonly attract big names in entertainment, which could create an oversaturation of entertainment offerings and make it more difficult for Venu to route those artists to its venues. With an assortment of venue options, touring acts may be more inclined to perform at older, more established venues despite the updated features and amenities that Venus venues offer. | | | | | | | | | | Given that Venu is less than a decade old, it may not have the brand recognition that other venues do, which could make it difficult to break into new markets. Venu may also have difficulty competing against larger companies that can allocate greater resources to marketing, technical operations, and brand recognition than Venu can. | | | | | | | | | | Venu operates in an industry that is affected by seasonality. The industry is frequently affected by external factors that are beyond Venus control but that may challenge Venus ability to operate, compete, and remain profitable. Those external factors may include weather incidents, natural disasters, geopolitical events, or public-health risks, all of which could lower attendance at Venus venues or disrupt Venus concert lineup. | | | 34 | | Despite those factors, Venu believes it can compete in the live-entertainment and hospitality industry. Venus approach to market expansion is subject to regimented criteria and a site-selection plan for developing new properties and establishing itself in new markets. Venu only enters a new market that it believes it is relatively barren of other live-entertainment offerings or venues that would compete against Venu. Venu also seeks markets that its management team or real-estate leads have ties to, which facilitates Venus ability to raise capital and build relationships within the communities it is expanding in. For more information on Venus site-selection process and expansion strategy, see Venus Mission and Strategy * Site-Selection Strategy*. Additionally, even where there are existing live-music and entertainment venues in the general vicinity of where Venu plans to expand to, part of what is expected to attract audiences to Venus venues is that they are newly designed and updated venues with modern, premium features that older venues do not deliver. Lastly, management believes that the strategic partnerships that Venu enters into give it a competitive edge. Venu partners with both public municipalities and other companies. By partnering with local governments that see the long-term value of Venus entertainment assets and choose to invest local resources into the construction and development of Venus venues, Venu positions itself as a potential top entertainment competitor within the local market. Through its private partnerships with other companies, Venu seeks to ensure that its venues are operated as efficiently and effectively as possible. This is demonstrated, for example, by Venus strategic partnership with AEG Presents to operate Ford Amphitheater in Colorado Springs, Colorado. **Government Regulations** Venu is subject to an array of federal, state, and local laws. As part of the entertainment and hospitality industry, Venu is subject to substantial governmental and regulatory oversight. The laws and regulations that Venu is subject to govern matters such as: | | | Zoning and land use, which dictates where Venu can build venues, how its venues can be used, and what types of events can be hosted in them; | | | | | | | | | | Infrastructure and safety standards, which require Venu to comply with building codes that ensure the soundness of the design, construction, and structural integrity of Venus venues and protect the public health and safety of Venus occupants by setting occupancy limits and imposing fire-safety standards; | | | | | | | | | | Noise levels, which require Venu to comply with local noise ordinances to minimize disruptions to neighborhoods and businesses in close proximity of Venus live-music venues; | | | | | | | | | | Labor and employment practices, which require Venu to adhere to labor laws regarding wages, work hours, working conditions, employee rights, and workplace safety; | | | | | | | | | | Alcohol sales, service, and consumption, which regulate the licenses of each of Venus venues to serve alcohol, impose age restrictions for alcohol consumption, and ensure Venu upholds responsible alcohol-service standards; | | | | | | | | | | Intellectual-property rights, which Venu must respect when booking, marketing, and hosting live-music concerts and when entering into sponsorship agreements with various companies and brands; | | | | | | | | | | Privacy rights, which require Venu to protect sensitive and personal information collected from its customers or artists at its venues; | | | | | | | | | | Bribery and corruption, including the Unites States Foreign Corrupt Practices Act, which prohibits Venu and is agents and intermediaries from illegally paying, promising to pay, or receiving money or anything of value to or from any government or foreign public official for the purpose of directly or indirectly obtaining or retaining business; | | | 35 | | | | | Health and sanitation, which establish standards for the cleanliness and sanitariness of Venus restaurants and venues and require Venu to implement various precautionary measures to mitigate the spread of infectious diseases; | | | | | | | | | | Food and beverage service operations, which govern Venus handling, preparation, and service of food and drinks, the hygiene of Venus food-handling personnel, Venus upholding of various food-safety regulations, and the cleanliness of Venus kitchen facilities; | | | | | | | | | | Ticketing practices, which regulate Venus compliance with laws concerning primary ticket sales, ticketing resale services in secondary ticket markets, pricing and refunds, pricing transparency, scalping practices, and imposing ticket-related fees; | | | | | | | | | | Venue accessibility, which requires Venu to comply with the Americans with Disabilities Act of 1990 and other laws or regulations concerning accessibility; | | | | | | | | | | Environmental protection, which governs Venus use of materials when designing and constructing venues and imposes requirements related to energy efficiency, waste management, and pollution control; | | | | | | | | | | Federal and state securities laws, and other regulations, which pertain to the offerings (such as Luxe FireSuites sales) conducted by Venu subsidiaries for certain of Venus amphitheater and development projects; and | | | | | | | | | | Marketing activities, which limit Venus telephone and online marketing practices. | | Venu believes that it is materially in compliance with all of the rules, laws, and regulations that it is subject to. From time to time, federal, state, and local authorities or individuals may commence investigations, inquiries, or litigation with respect to Venus compliance with applicable consumer protection, environmental, advertising, unfair business practice, antitrust (and similar or related laws) and other laws, particularly as related to noise levels, venue construction and development, and primary and secondary ticketing sales and services. **Employees and Human Capital** As of March 15, 2026, Venu has 94 full-time employees and 186 part-time employees. Venus compensation philosophy focuses on attracting and retaining top talent who contribute to its mission of revolutionizing the entertainment and hospitality industry, providing world-class service, and delivering exceptional entertainment experiences. Venu can accomplish its compensation philosophy by offering incentive-compensation awards to employees, consultants, or directors who are designated by the Board or its committees under the Companys Amended and Restated 2023 Omnibus Incentive Compensation Plan. Incentive-compensation awards can consist of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, and performance awards. In addition, prior to the adoption of our Incentive Compensation Plan, Venu historically granted compensatory warrants to employees and service providers. Venu anticipates increasing hiring activity as it continues to expand into new markets and open new venues. **Intellectual Property Portfolio** Venu filed an application to trademark the name Notes Live with the U.S. Patent and Trademark Office (*USPTO*) on April 14, 2022, which it revised on March 7, 2023. The USPTO registered the trademark on August 8, 2023 (Registration No. 7130383). Venu filed an application (U.S. Serial No. 97759523) to trademark the name Sunset Amphitheater with the USPTO on January 18, 2023. The USPTO published the pending trademark application for opposition on January 23, 2024, which allows the public the opportunity to oppose the trademarks registration. The USPTO issued Venu a Notice of Allowance on March 19, 2024, and Venu was required to file a Statement of Use or an Extension Request within six months of that date but has filed for several extensions related to that obligation, the latest of which was approved by the USPTO on February 28, 2026. The status of this trademark application is still pending. | 36 | | Venu filed an application (U.S. Serial No. 98186179) to trademark the name VENU to use in printed and online magazines in the fields of live music and hospitality on September 19, 2023, which was registered by the USPTO on April1, 2025 (Registration No. 7742084). Hospitality Income & Asset, LLC (*HIA*), which is a majority-owned subsidiary of Venu, filed an application to trademark the name Bourbon Brothers with the USPTO on February 23, 2013, which was registered by the USPTO on September 30, 2014 (Registration No. 4614527). Venu also registered three trade names with the Colorado Secretary of State by filing a Statement of Trade Name of a Reporting Entity on: (1) February 19, 2019 (File No. 20191101304) for Boot Barn Hall at Bourbon Brothers, a trade name for Bourbon Brothers Presents, LLC; (2) August 8, 2022 (File No. 20221772018) for Notes, a trade name for 13141 Notes LLC; and (3) May 29, 2024 for VENU Holding Corporation, a trade name for our former Company name, Notes Live, Inc. Venu filed trademark applications with the USPTO to register the following trademarks: | | | BUY IN. ROCK ON., Application No. 98/585,965, filed on June 5, 2024; | | | | | | | | | | BUY THE STOCK THAT ROCKS, Application No. 98/585,902, filed on June 5, 2024; | | | | | | | | | | INVEST IN THE STOCK THAT ROCKS, Application No. 98/585,955, filed on June 5, 2024; | | | | | | | | | | OWN THE STOCK THAT ROCKS, Application No. 98/585,964, filed on June 5, 2024; | | | | | | | | | | STOCK THAT ROCKS, Application No. 98/585,953, filed on June 5, 2024; | | | | | | | | | | FAN FOUNDED. FAN OWNED., Application No. 98/587,942, filed on June 6, 2024; | | | | | | | | | | VENU, Application No. 98/605,958, filed on June 18, 2024; and | | | | | LUXE FIRESUITES, Application No. 99/062,206, filed on February 28, 2025. | | On July 2, 2024, Venu filed the following four Statements of Trademark Registration of a Reporting Entity with the Colorado Secretary of State to register the trademark VENU in four classes: (i) File No. 20241713474 (Class No. 016); (ii) File No. 20241713521 (Class No. 036); (iii) File No. 20241713551 (Class No. 037); and (iv) File No. 20241713564 (Class No. 041). **Available Information** **** Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the *Exchange Act*), are filed with the Securities and Exchange Commission (the *SEC*). These reports and other information we file with or furnish to the SEC are available free of charge at https://investors.venu.live/financials/sec-filings as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. In addition, the SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. We use our website (www.venu.live) and various social media channels (e.g., VENU on LinkedIn) as a means of disclosing information about Venu and our projects and products to our customers, investors, and the public. The information posted on our website and social media channels is not incorporated by reference in this Report or in any other report or document we file with the SEC. Further, references to our website URLs are intended to be inactive textual references only. The information we post through these channels may be deemed material. Accordingly, investors should monitor these channels, in addition to following our press releases, SEC filings, and public conference calls and webcasts. Although our executive officers may also use certain social media channels, we do not use our executive officers social media channels to disclose information about Venu or our products or projects. | 37 | | **Item 1A. Risk Factors** **** **Risk Factors** **** **General Risks Related to Venu** **** **Venu will require additional capital to support its business plan and potential growth, and this capital might not be available on favorable terms, or at all.** **** Venus operations will require substantial additional financial, operational, and managerial resources. Venu may have insufficient cash to fund its working capital or other capital requirements and may be required to raise additional funds to continue or expand its operations. If Venu is required to obtain additional funding in the future, it may have to seek debt financing or obtain additional equity capital. Additional capital may not be available to Venu or may only be available on terms that adversely affect existing shareholders or restrict Company operations. For example, if Venu raises additional funds through issuances of equity, its existing shareholders could suffer significant dilution and any new equity securities issued by Venu could have rights, preferences, and privileges superior to those of existing shareholders. There can be no assurance that financing will be available to Venu on reasonable terms, if at all. The inability to raise additional funds will materially impair Venus ability to grow its revenues. Further, as a result of the ongoing volatility of the global markets, a general tightening of lending standards, and a general decrease in equity financing (and similar type) transactions, it could be difficult for Venu to obtain funding to allow Venu to continue to develop and implement its business. **Venu has incurred net losses and anticipates that it will continue to incur net losses for the near-term future and may never achieve profitability.** **** Venu is a hospitality and entertainment business that was formed in 2017. Venu is continuing to implement its business plan of opening, and operating restaurants, venues and amphitheaters in new markets. Venus business plan is speculative as the development of its venues entails substantial upfront capital expenditures and the risk that the development and opening of its venues may be delayed or otherwise prove not to perform as projected. Although Venu has generated increasing revenues since its inception, to date Venu has not been profitable and has incurred net losses in each of 2023, 2024, and 2025. Venu expects to continue to spend significant resources to develop, open, and then operate its planned restaurants, venues, and amphitheaters. As a result, Venu expects that it will incur an operating loss until these venues are open and operating. Venu may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may adversely affect its business. The size of Venus future net losses (if any) and its ability to generate a profit will depend, in part, on the rate of future growth of expenses and its ability to generate additional revenues. It is possible Venu may never be profitable and, if it does achieve profitability, Venu may not be able to sustain or increase profitability on a quarterly or annual basis. Venu had an accumulated deficit of $91,407,702 and $47,361,208 as of December 31, 2025 and 2024, respectively, and incurred net losses of $50,735,855 and $32,948,974 for the years ended December 31, 2025 and 2024, respectively. These conditions raised substantial doubt about the Companys ability to continue as a going concern; however, based on managements plan to add additional venue locations and continue its business operations, Venu believes that such substantial doubt has been alleviated. Venu believes that cash on hand, anticipated improved profitability in 2026 from operating venues and restaurants in Colorado Springs, Colorado and Gainesville, Georgia, the full season of operations of Ford Amphitheater in 2026, including Roths Sea & Steak and Brohans, the anticipated opening of The Sunset BA in the fall of 2026, and additional capital raising and debt financing, including the issuance of Series B Preferred Shares in January 2026 and a public offering completed in March 2026, will allow the Company to continue its business operations for at least 12 months from the date of this Annual Report. Nonetheless, the Venus continued implementation of its business plan to add additional locations is dependent on its future engagement in strategic locations, real estate transactions, capital raising, and debt financing. There is no guarantee that Venu will be able to execute on these plans as laid out above. If Venu is unable to enter into strategic transactions, Venu may be required to delay its business plan implementation for future expansion, which would have a material adverse impact on Venus growth plan. | 38 | | **Venus business plan is based on numerous assumptions and estimates that may not prove accurate.** **** When evaluating where and when to attempt to open new venues Venu has to evaluate and make assumptions regarding potential demand in a given market and location, and the ability to attract events and acts to its venues. Venu needs to make estimates and forecasts regarding numerous factors, such as the number of events that can be booked into a particular venue in a particular market, average attendance at these events, potential partnership revenue, likely ticket prices operating costs, and other potential revenue streams (such as parking). Venu makes these evaluations and estimates based on a variety of factors including industry and market data, as well as its experience to date. Estimates regarding the number and timing of future venue openings are based on various factors, such as the status of projects under construction, the entitlement status for certain projects, and discussions and negotiations with various municipalities. These estimates and assumptions are limited by, among other things, the fact that any data and estimates Venu has, or will utilize, for its projects are based on other venues, projects, and circumstances, and as with all modeling and forecasts, these other venues, projects, and circumstances may not exactly correlate with the venues Venu is, and plans, to develop. These estimates and assumptions are not an assurance that Venu will achieve any certain revenue targets with respect to a venue or when and whether a particular venue will be in operation, as the opening of music, live entertainment venues, restaurants and campuses are subject to numerous risks, and uncertainties, many of which are out of Venus control. As a result, Venus business plan is based on numerous assumptions and estimates that Venu believes are reasonable, but which may prove to be incorrect. No assurance can be given regarding Venus ability to open a particular venue or execute on all facets of its plans, or whether any particular venue or campus will ultimately prove to be profitable for Venu or the reliability of the assumptions and estimates upon which various aspects of Venus business plan are based. Venus ability to adhere to and implement its business plan will depend upon Venus ability to successfully raise funds and a variety of other factors, many of which are beyond Venus control. **Venus debt obligations may adversely affect cash flow and impose restrictions on Venus ability to operate its business.** **** Venu from time to time utilizes credit and debt facilities in its operations and to acquire assets. As of March 31, 2026, Venu had $68,133,452 of outstanding indebtedness, primarily under mortgage loans, a draw down term loan, and loans to municipalities in connection with land acquisitions. For example, certain of the real property assets owned by certain of Venus subsidiaries are subject to a mortgage, including the two properties that are owned by Hospitality Income & Asset, LLC, which are the sites of Venus BBST restaurant and BBP live music venue in Colorado Springs. Venus indebtedness could have significant adverse effects on the Company, including with respect to the following: | | Venu must use a portion of its cash flow from operations to pay interest on debt obligations, which will reduce the funds available to use for operations and other purposes including other financial obligations; | | | | | | | | Certain of Venus debt obligations are secured by significant company assets, including the real property on which the BBP CO and BBST CO sit in Colorado Springs, Colorado, and the BBP GA and BBST GA sit in Gainesville, Georgia; | | | | | | | | Venus ability to obtain additional financing for working capital, capital expenditures, strategic acquisitions or general corporate purposes may be impaired; and | | | | | | | | Venu may be more vulnerable to economic downturns and adverse developments in its business. | | Venu expects to obtain the funds to pay its day-to-day expenses and to repay its indebtedness primarily from its operations. Venus ability to meet expenses and make these payments therefore depends on its future performance, which will be affected by financial, business, economic and other factors, many of which the Company cannot control. Venus business may not generate sufficient cash flow from operations in the future, and its currently anticipated growth in revenues and cash flow may not be realized, either or both of which could result in the Company being unable to repay indebtedness, or to fund other liquidity needs. If Venu does not have enough funds, it may be in breach of debt covenants and/or be required to refinance all or part of its then existing debt, sell assets or borrow more funds, which Venu may not be able to accomplish on terms favorable to the Company, or at all. In addition, the terms of existing or future debt agreements may restrict Venu from pursuing any of these alternatives. If Venu defaults on its obligations, that could lead the lender to foreclose and Venu could lose its investment in the applicable asset. | 39 | | **Venu faces risks related to material weaknesses in its internal control over financial reporting, and there are inherent limitations on the effectiveness of the controls and procedures that it implements. Venus failure to remediate such material weaknesses could adversely affect its ability to report its financial condition and results of operations in a timely and accurate manner.** **** Venu is subject to various SEC reporting and other regulatory requirements. Effective internal controls over financial reporting are necessary for Venu to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud and material errors in transactions and to fairly present financial statements. Any failure to implement required new or improved controls, or difficulties encountered in their implementation, could cause us to fail to meet our reporting obligations. As of December 31, 2025, Venus Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of Venus disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) and concluded that the disclosure controls and procedures were not effective due to material weaknesses in Venus internal control over financial reporting. Venu had limited accounting and finance personnel, which impacted its ability to properly segregate duties relating to Venus internal controls over financial reporting. In addition, Venus financial close process was not sufficient. While Venu has processes to identify and appropriately apply applicable accounting requirements, Venu plans to continue to enhance its systems, processes, and human capital resources with respect to its accounting and finance functions. The elements of Venus remediation plan can only be accomplished over time with the addition of experienced accounting and finance employees and, where necessary, external consultants, and with the implementation of enhanced accounting systems and financial close processes. Over the past year, Venu has strengthened its accounting and finance team, implemented enhanced systems, and continued to refine and evaluate the effectiveness of its internal control over financial reporting. However, there can be no assurance that these efforts will successfully remediate the identified material weaknesses. If Venu is unable to complete its remediation efforts or conclude that its internal controls are effective, its operating results, financial position, stock price, and ability to accurately report financial results and timely file SEC reports could be adversely affected. Venus management, including the Chief Executive Officer and Chief Financial Officer, believes that disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, management does not expect that the disclosure controls and procedures or the internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. If Venu is unable to provide reliable and timely financial reports in the future, its business and reputation may be harmed. Failures in internal controls may also cause Venu to fail to meet reporting obligations, negatively affect investor and customer confidence in Venus management, or result in adverse publicity and concerns from investors and customers, any of which could have a negative effect on the price of Venus Common Stock, subject Venu to regulatory investigations, potential penalties, or stockholder litigation, and have a material adverse impact on Venus business and financial condition. | 40 | | **Certain subsidiaries of Venu that own, or are expected to own, key real property assets are not wholly owned, and as a result, third parties have rights in certain assets and operations of those subsidiaries.** Venu holds certain of its real property assets and projects in limited liability companies that are not wholly owned, with third parties, in certain cases owning a membership interest greater than 50%. For example, Venus membership interest in The Sunset Amphitheater LLC (which owns Ford Amphitheater) is approximately 14%, however, the governing document for this entity provides that the equity held by third-party investors does not afford those members with voting rights. In addition, the governing documents for The Sunset Amphitheater LLC provide that in the case of distributions of available cash resulting from events held at the venue, the third-party investors are only entitled to receive a defined portion of that distribution. As such, the economic rights of those third-party investors are not necessarily equivalent to their ownership interest. In connection with their membership interests, third-party investors are typically afforded certain other rights, such as rights to use the Luxe FireSuites located at planned multi-seasonal amphitheater venues. Venu has, and expects to have, third-party investors hold non-voting interests in other subsidiaries, such as Sunset at Broken Arrow, LLC, Sunset at McKinney, LLC, Sunset at El Paso, LLC, Sunset at Houston in Webster, LLC, and Hall at Centennial LLC, in each case subject to terms that are similar in nature to those in the governing documents of The Sunset Amphitheater LLC. As a result of these subsidiaries being less than wholly owned, a portion of the revenues or other value generated by the operations and assets of the applicable subsidiaries will be for the benefit of third parties and not for the benefit of, or distributed to, Venu. In addition, owning and operating assets through subsidiaries that are not wholly owned inherently raises other risks, such as an increased potential for decision-making conflicts with minority owners, diminished control over the subsidiarys operations, increased likelihood of shareholder misalignment regarding the subsidiarys operational strategies and priorities, dilution of financial returns, and increased governance complexity. Whether or not Venu holds a majority interest or maintain voting and operational control in such arrangements, third-party members and stakeholders may, for example, (1) have economic or business interests or objectives that are inconsistent with or contrary to those of Venu; (2) regardless of the terms of the governing documents of the subsidiary attempt to, or threaten to, seek to block or impede actions that Venu believes are in its and the subsidiarys best interests; (3) act contrary to Venu policies or objectives; or (4) be unable or unwilling to fulfill or comply any obligations or restrictions related to their rights to utilize certain assets (such as suites). For an overview of Venus economic versus ownership interests in each of its subsidiaries, see Business Venus Subsidiaries and Properties. **** **The agreements specifying the terms of Venus public-private partnerships with local municipalities impose various conditions, obligations, restrictions, and covenants related to Venus ownership, use, development, and operation of the properties it acquires and the venues it constructs. Venus failure to comply with such restrictions could subject Venu to various consequences, ranging from the payment of monetary fees to the clawback of purchased property, any of which could have a materially adverse impact on Venus business and financial condition.** One of Venus key business-expansion strategies is forming public-private partnerships with local municipalities to acquire land at lower prices and on better terms than Venu likely could have negotiated in open-market sales or to obtain financial incentives that offset the costs of constructing and operating new venues. In exchange for the financial benefits that motivate Venus property acquisition and venue development within a given municipality, the agreements specifying the terms of Venus public-private partnership with the municipality, which may include development, parking, facilities-use, or similar agreements, often contain conditions, obligations, and covenants (collectively, *Restrictions*) related to the financial incentives for a project and that restrict Venus ownership, use, and development of the land it acquires and the venues it constructs and operates and imposes potential monetary penalties on Venu if certain milestones are not achieved. Venus failure to comply with any Restrictions could pose a material risk to Venus financial condition and business operations. The Restrictions described below are among the Restrictions that have been included in the terms of public-private partnerships Venu has entered into to date and also depicts the type of Restrictions that Venu may be subject to under future public-private partnerships it enters. | 41 | | | | Project Deadlines and Monetary Penalties: The Restrictions in the public-private partnership agreements to date have included, and in the future will likely impose, specific deadlines and milestones that, if not met, subject Venu to monetary penalties. By way of example, pursuant to the agreement between Sunset at Broken Arrow LLC (Sunset BA), one of Venus subsidiaries, and the City of Broken Arrow, Oklahoma (Broken Arrow), Sunset BA was required to complete the amphitheaters construction by December 31, 2025, subject to certain conditions and exceptions. If the amphitheater was not fully constructed by December 31, 2025, Sunset BA was to pay Broken Arrow $10,000 per month for each month in which construction of the amphitheater remains incomplete. However, the Development Agreement was amended to change the required completion date to November 31, 2026. Similarly, the terms of the public-private partnership agreements with the City of McKinney, Texas (McKinney) entered into in March 2024 related to a planned open-air amphitheater and entertainment complex (the McKinney Complex) in McKinney imposed a $250,000 termination fee on Venu if Venu were unable to close on the property acquisition within 30 days of the date of entitlement (Entitlement) and impose fees on Venu if it does not obtain a temporary certificate of occupancy within 36 months of Entitlement and a final certificate of occupancy within 42 months of Entitlement. | | | | | | | | Conditions Related to Public Financing Incentives: Project financing under the public-private partnership arrangements imposes various restrictions and obligations on Venu in order to receive certain public accommodations and financial incentives. For example, in connection with the public-private partnership of GA HIA, a subsidiary of Venu, with the City of Gainesville, Georgia (Gainesville) and the Gainesville Redevelopment Authority, GA HIA was approved to participate in Gainesvilles tax-allocation district redevelopment program (the TAD Program). GA HIAs continued receipt of financial incentives and benefits through the TAD Program is conditioned on its maintenance of the applicable projects as tourism attractions used for the operation of a restaurant and entertainment venue and its ongoing compliance with both the applicable TAD Development Agreement and any loan agreements entered into to finance construction of the projects. Similarly, the public-private partnership between Sunset BA and the City of Broken Arrow, Oklahoma contemplates that the Broken Arrow Economic Development Authority (BAEDA) will issue tax-apportionment bonds and notes (TIF Notes) and will use the proceeds of the TIF Notes to fund approximately $17.81 million of project-site improvements that are required for the construction and operation of The Sunset BA and to pay for certain other project costs described in the project plan. If Sunset BA is unable to operate The Sunset BA in a manner that generates sufficient tax increment revenue to pay the TIF Bonds issued BAEDA to fund the project-site improvements, BAEDA will be unable to pay for the project-site improvements or the project costs contemplated in the project plan, causing Sunset BA not to receive the benefit of one of the material financial incentives that induced its entry into the public-private partnership. | | | | | | | | Operating Covenants and Monetary Penalties: The Restrictions to date have included, or in the future will likely include obligations that require Venu to operate the venues in certain manners or to host a minimum number of events per year at a given venue. For example, Sunset BA must host a minimum of 45 scheduled events at The Sunset BA amphitheater each calendar year and may be subject to monetary penalties if it is unable to do so. Similarly, once construction of the McKinney Complex is complete, Venu is required to present at least 45 commercial events per year at The Sunset McKinney amphitheater. Venu or its operator must pay McKinney a ticket fee equal to $1.00 per manifested ticket sold. If Venu hosts at least 45 commercial events annually, with a paid attendance of at least 400,000 manifested tickets annually, McKinney or a related party will pay Venu certain financial incentives and contributions all of which will not be paid, and will be subject to repayment through subsequent-year reductions, in any year in which less than 45 commercial events are held. Accordingly, Venu faces the risk that it will not receive the material financial incentives that partly induced its entry into the public-private partnership with McKinney if it fails to meet the 45-event requirement each year. | | | 42 | | **Risks Related to Venus Industry and Current and Planned Operations** **** **Venus ability to open new amphitheaters and venues on schedule and in accordance with targets may be adversely affected by delays or problems associated with acquisition and construction delays, and by other factors, some of which are beyond Venus control and the timing of which is difficult to forecast accurately.** Venus goal is to open additional venues through 2030 and beyond. To achieve that goal, Venu, or a subsidiary, must successfully acquire the underlying land or satisfy all conditions to close on its land acquisitions, and then, among other things, oversee the construction of the improvements and build-out of those locations. Venu may not accurately predict the timing or ultimate success of its ability to timely open its proposed new venues. Delays encountered in negotiating, or the inability to finalize to Venus satisfaction, the development and installation of any necessary improvements may cause a significant variance in Venus financial targets. In addition, Venus anticipated schedule for opening any new venue may be adversely affected by other factors, some or all of which are beyond Venus control, including but not limited to the following: | | The availability of adequate financing; | | | | Delays in acquiring land and property rights; | | | | The ability to secure governmental approvals and permits, including land-use approvals, building and operating permits, and any necessary licenses; | | | | The ability to successfully and timely construct the applicable buildings and facilities; | | | | Construction and development costs; | | | | Costs overruns; | | | | Labor shortages; | | | | Any unforeseen engineering or environmental problems with venue location(s); | | | | The resolution of any litigation or other regulatory proceedings that could serve to prolong the development or opening of any venue or facility, such as compliance with local noise ordinances, and complaints and concerns raised by local property owners; | | | | The ability to hire, train, and retain sufficient personnel; | | | | The ability to successfully promote the new venues and compete in the market(s) in which they will operate; | | | | Criminal activity that affects Venus development and operations of venues; | | | | Weather conditions or natural disasters; and | | | | Local and general economic conditions. | | Venus inability to open The Sunset BA by the end of 2026 and other venues according to their anticipated timelines would adversely affect Venus projected results of operations and financial condition. **** **The success of Venus amphitheater and venue projects depends on the popularity of guest experiences at those venues, as well as Venus ability to attract advertisers, marketing partners, operating partners, audiences, and artists to concerts or other events at those locations. If The Sunset Amphitheater and other venues owned by Venu do not appeal to customers, or if Venu is unable to attract advertisers and marketing partners, there will be a material negative effect on the Companys business and results of operations.** **** The financial results of Venu planned amphitheater venues are largely dependent on the popularity of visitor experiences at The Sunset Amphitheater(s), which are intended to provide a high-end experience to visitors. Venu has marketed its venues as being distinct from other amphitheaters and venues, and there is an inherent risk that Venu may be unable to achieve the level of success appropriate for the significant investment involved. Fan and consumer tastes also change frequently, and it is a challenge to anticipate what will be successful at any point in time. Should the popularity of Venus Sunset Amphitheater venues not meet expectations, Venus revenues from ticket sales, and concession and merchandise sales would be adversely affected, and the Company might not be able to replace the lost revenue with revenues from other sources. As a result of any of the foregoing, Venu may not be able to generate sufficient revenues to cover its costs, which could adversely impact its business and results of operations and the price of the Companys Common Stock. | 43 | | Additionally, Venus amphitheater and entertainment venue focused business is dependent on its ability to attract advertisers and marketing partners to its signage, digital advertising, and partnership offerings. Advertising revenues depend on a number of factors, such as the reach and popularity of Venus venue(s) (including risks around consumer reactions to advertisers and marketing partners), the health of the economy in the markets in which Venus venues are located and in the nation as a whole, general economic trends in the advertising industry and competition with respect to such offerings. Should the popularity of Venus advertising assets not meet expectations, its revenues would be adversely affected, and Venu might not be able to replace the lost revenue with revenues from other sources, which could adversely impact its business and results of operations and the price of its Common Stock. The success of Venus amphitheater and entertainment venue focused business will also depend upon its ability to offer and attract live entertainment that is popular with guests. While the Company believes that its venues will enable new experiences for audiences in its markets, there can be no assurance that guests, artists, promoters, advertisers, and marketing partners will embrace the Companys venues. Venu facilities will contract with promoters and others to provide performers and events at its venues. There may be a limited number of popular artists, groups or events that are willing to take advantage of the immersive experiences and next generation technologies (which cannot be re-used in other venues) or that can attract audiences to the Sunset Amphitheater venues, and Venus business would suffer to the extent that that it is unable to attract such artists, groups and events willing to perform at its venues. **Venus construction of its first outdoor amphitheater project in Colorado Springs required, and future amphitheater facilities that Venu intends to open will require, significant capital investments by Venu with no assurance that the venues will be successful.** **** Venu is progressing with its venue strategy to create, build, and own new music and entertainment-focused multi-seasonal amphitheater venues its Sunset Amphitheater collection. There is no assurance that this initiative will be successful. Venu completed construction of its first Sunset Amphitheater in Colorado Springs in August 2024 and intends to open additional venues in Oklahoma and Texas. The costs to develop and then build Sunset Amphitheaters are substantial and substantially in excess of currently available funds. For example, Venu has committed $70 million of private investments to the construction of The Sunset BA, which will require Venu directly, or indirectly through a subsidiary that will own the venue, to seek and execute on one or more outside sources of capital, as Venus current cash flows and resources alone likely would not support a development of this magnitude. There is no assurance that Venu will ultimately be able to secure outside capital that will be necessary to fund various of its planned projects and developments. Any inability to raise outside capital timely, or at all, could delay the development and opening of planned venues, or lead to their termination either by Venu or the applicable municipality or counter party. In addition, it is always difficult to provide a definitive construction cost estimate for large-scale construction projects. Venus estimates and projections with respect to opening dates, cost estimates, event scheduling, or other matters inherent in the development and ownership of amphitheater venues may not prove wholly accurate as it rolls out additional venue projects across varying markets. In light of the design of The Sunset Amphitheater collection, including the use of technologies and features that are associated with many entertainment venues, the risk of delays and higher than anticipated costs are elevated. Although Venu completed construction of Ford Amphitheater in August 2024, Venu may face unexpected project delays and other complications with respect to the operation of other projects planned for development. **Venu has not finalized certain plans and specifications for many of its proposed new venue locations, and as a result Venus costs may be higher than anticipated, resulting in possible additional capital requirements, additional debt, or less favorable operating results than projected.** Planning for the design and construction of Venus in-development or future Bourbon Brothers Presents, Bourbon Brothers Smokehouse & Tavern, and The Sunset Amphitheater venue locations are ongoing. Until the final planning and development for each venue is complete, any cost estimates contained in Venus budget are subject to change. Since the Companys development costs have not yet been finalized for many of its ongoing and planned projects, Venu may require additional capital in the form of shareholder contributions, additional debt or equity financing, or both. If Venus costs are higher than projected, the operating results contained in the Companys projections may be less favorable. | 44 | | **Venu may suffer project delays, increased costs, and financial losses if city councils or other local governmental bodies oppose Venus land-purchase and venue-construction proposals or reject purchase and development agreements that Venu has negotiated with other regulatory bodies within a given city.** Venus business model involves entering into public-private partnerships with local municipalities that offer various financial and tax incentives to Venu in exchange for Venus agreement to construct a venue in the city. These partnerships may require approval from several levels of local government, including local city councils that may have the authority to vote on and approve or oppose our proposed land purchases and venue-construction projects. In some cases, we may negotiate with one local regulatory body and enter into a binding purchase and sale agreement that makes the closing of our land purchase contingent on receiving the local city councils final approval. Similarly, we may enter into operating or development agreements with other third parties that include city-council approval as a condition precedent. Despite having a purchase agreement in place and having received the approval of another local governmental body, there is a risk that the local city council may vote down our purchase and construction proposals or binding agreements. That could occur due to changes in political priorities, public opposition, a misalignment between local regulatory bodies in their strategic objectives for a city, or other factors beyond our control. This risk was exemplified by our attempted purchase of land in Oklahoma City, Oklahoma in June 2023, when we entered into a binding purchase and sale agreement with the Oklahoma City Planning Commission that was ultimately rejected by local city council. The rejection by a local city council of our proposed land acquisition or construction plan could result in significant project delays and increased costs as we attempt to address the city councils concerns, negotiate alternative arrangements, or pursue the purchase of other land. Such a rejection could also lead to a loss of our investment in the preliminary stages of development, including the planning and design process. While we strive to mitigate this risk by engaging with local governmental officials early on when attempting to expand our operations to a new city, conducting thorough due diligence of the properties we are evaluating for purchase, and negotiating contractual protections to minimize any financial losses or penalties we would incur if our contemplated purchase of land or venue construction is opposed by a local city council, we cannot predict how a city council will vote, and we cannot assure that we will be successfully in overcoming any such opposition. **Potential development and construction delays could cause Venus estimate of future income, expenses, and development costs to be inaccurate.** **** Venu has fully developed and constructed each of its operating or under construction venues to date and expects to do so for its planned new projects. Properties that require development and construction involve more risk than other properties, typically do not generate operating revenue while costs are incurred to develop the properties, and may also generate certain expenses such as property taxes and insurance costs. In addition, market conditions may change during the course of development that may make the plan of development less attractive than at the time it was conceived. Development activities include the risks that such projects may be abandoned after expending capital and other resources, the construction costs of such projects may exceed original estimates, and the construction of a property may not be completed on schedule. Development activities are also subject to risks relating to the inability to obtain, and delays in obtaining, all necessary entitlement, zoning, land-use, building, occupancy, and other required governmental permits and authorizations. Delays in construction will delay the opening of new venues. Managements estimate of future income, expenses, and development costs may prove to be inaccurate. Contingencies in development activities beyond the control of Venu may occur. **The success of Venus business operations depends in part on its ability to acquire, develop, lease, and maintain live-music venues, and if it is unable to do so on acceptable terms, or at all, its results of operations could be adversely affected.** **** The Companys business requires access to venues to generate revenue from live music concerts and other events. The Company has entered into a number of leasing and operating agreements for its venues. If the Company is unable to renew these agreements or to obtain new agreements on favorable, acceptable terms that are compatible with the Companys existing operations, the Companys operations may be negatively impacted. | 45 | | The Companys ability to continue expanding its operations through the development of new, and the expansion of existing, live music venues and restaurants is subject to a number of risks, including that (i) the construction of live music venues may result in cost overruns, delays, or unanticipated expenses; (ii) desirable sites for music venues may be unavailable or too costly; and (iii) the attractiveness of our existing venue locations may deteriorate over time. Growing or maintaining the Companys existing revenue depends in part on making consistent investments in its venues. To meet long-term, increasing demand, improve value, and grow revenue, the Company may have several capital-improvement projects underway at any given time. Numerous factors, many of which are beyond the Companys control, may influence the ultimate costs and timing of various capital improvements. The amount of capital expenditures can vary significantly from year to year. In addition, actual costs could vary materially from the Companys estimates if its assumptions about the quality of materials, equipment, or workmanship required or the cost of financing such expenditures were to change. Construction is also subject to governmental permitting processes, which, if modified, could materially affect the Companys ultimate costs. Additionally, the market potential of the Companys live music venues, concerts, and restaurants cannot be precisely determined. The Company may face competition in markets from unexpected sources. Because of that competition, the Company may be unable to add to or maintain its collection of live music venues and concert and restaurant offerings on terms it considers acceptable. **** **Venus reliance on third-party operators to manage and operate Ford Amphitheater and future amphitheater locations exposes Venu to risks, including profit sharing, limited operational control, non-compete restrictions, indemnification obligations, and potential disruptions from the termination or renewal of operating agreements.** We rely, or may rely, on third-party operators to manage and operate certain of our live-music and entertainment venues. For example, Venu partnered with AEG Presents to operate Ford Amphitheater in Colorado and with Live Nation to operate The Sunset McKinney in McKinney, Texas, in each case pursuant to an exclusive operating agreement. Our agreements with third-party operators typically include provisions regarding the sharing of profits, indemnification requirements, non-compete restrictions, and other limitations on our control over the venues operations. As a result, our reliance on third-party operators subjects us to certain unique risks. Our profitability from venues for which we use a third-party operator depends, in part, on the operators performance and success. Any failure by an operator to effectively operate our venue may negatively impact on our ticket sales and financial results. Any requirement to share profits with a third-party operator may limit our realization of the full financial benefits of our venues. The use of third-party operators also inherently reduces Venus operational control over a venue and may impair Venus expansion capabilities in a given area due to non-compete restrictions. Lack of operational control over one of our venues may lead to inconsistencies in service quality, brand reputation, and overall customer experience, which may adversely impact on our business. Our exclusive operating agreement with AEG Presents, for example, grants AEG Presents the exclusive right to operate and use Ford Amphitheater for events, subject to limited exceptions such as Venu having the right to use and reserve the venue for local events or performances by bands that are not nationally recognized or promoted. In addition, the agreement provides for a defined split of Ford Amphitheaters profits and losses between Venu and AEG Presents in a range between 45% to 55% between the two parties, but gives each party certain opt-out rights for events such that a party may not be responsible for any losses that may result from certain events held at the venue (but will also not be entitled to any profits that may result from such events). The agreement also imposes restrictions on AEG Presents from operating venues that are comparable to Ford Amphitheater within a defined radius of the venue and imposes restrictions on Venu from owning, operating, or developing a competing venue within a defined radius. Non-competition and development restrictions may limit our ability to expand our business in certain key markets, which could hinder our growth opportunities and competitive positioning. Our exclusive operating agreement with AEG Presents also includes renewal and termination provisions. If AEG Presents fails to renew the agreement or if the agreement is terminated, Venu may face disruptions in the operation of Ford Amphitheater, unexpected costs to find a replacement operator, or the inability to continue operating Ford Amphitheater under terms similar to those defined in the AEG Presents exclusive operating agreement. Any of the foregoing risks, if realized, could have a material adverse effect on our business, financial condition, and results of operations. Further, any negative publicity or events concerning an operator or other locations it operates may adversely affect public perception of our venues operated by such operator. **** | 46 | | **** **If Venu fails to execute its business strategy, which includes identifying, acquiring, and then developing new restaurants, amphitheaters, and entertainment venue locations, and opening locations that are profitable, Venus business could suffer.** **** Venus primary means of achieving growth objectives is opening and operating new and profitable restaurants and entertainment venues, and its multi-seasonal amphitheaters. This strategy involves numerous risks, and Venu may not be able to open all planned new venues, and the new locations that are open may not be profitable or as profitable as existing locations. A significant risk in executing Venus business strategy is locating, securing, and then profitably operating suitable new locations for restaurants and music venues. Many of the larger projects Venu has undertaken, and expects to undertake (being multi-seasonal amphitheater projects), require a significant land footprint to locate the building, parking and other ancillary improvements. Locating, and then acquiring suitable sites is subject to numerous challenges, and there can be no assurance that Venu will be able to find sufficient suitable locations or negotiate suitable purchase or lease terms for planned expansion in any future period. Economic conditions may also reduce commercial development activity and limit the availability of attractive sites for new locations. New locations that open may experience an adjustment period before sales levels and operating margins normalize, and even sales at successful newly opened locations likely will not make a significant contribution to profitability in their initial months of operation. Venus ability to open and operate new locations successfully also depends on numerous other factors, some of which are beyond our control, including, among other items discussed in other risk factors, the following: ability to control construction and development costs of new restaurants and venues; ability to manage the local, state or other regulatory approvals and permits, zoning and licensing processes in a timely manner; ability to appropriately train employees and staff the venues; consumer acceptance of venues in new markets; and ability to manage construction delays related to the opening of a new venue. Delays or failures in opening new locations or achieving lower than expected sales in new locations could materially adversely affect business strategy and could have an adverse effect on business and results of operations. **Expansion into new geographic markets may present increased risks due to relative unfamiliarity with these markets.** **** Certain new venues, amphitheater and restaurant locations may be in areas in which Venu has not previously had a presence. Those new markets may have different competitive conditions, consumer tastes, and discretionary spending patterns than current markets where Venu has operations, which may cause new locations to be less successful than restaurants and venues in Venus core market. An additional risk of expanding into new markets is the potential for lower or lacking market awareness of the Venu brand. Restaurants and venues opened in new markets may open at lower average weekly sales volumes than locations opened in Venus core market and may have higher facility-level operating expense ratios than in existing markets. Restaurants and venues opened in new markets may take longer to reach average unit volume and margins, if at all, thereby affecting our overall profitability. **The catastrophic loss of a facility could adversely affect business.** **** The catastrophic loss of any of Venus facilities, venues, or restaurant location due to unanticipated events, such as fires, an act of terrorism or violent weather, would likely reduce revenues during the affected period, and such reduction would likely have a material adverse impact on Venus operating results, at least until Venu is operating a significant number of facilities. **Venus operational costs may be greater than projected due to factors beyond Venus control that slow project development and may adversely impact Venus profitability.** **** The costs in the restaurant and music venue industries are often underestimated and may increase because of factors beyond Venus control. Such factors may include weather conditions, legal costs, labor disputes, governmental regulations, equipment breakdowns, property availability, governmental regulatory interference, insurance costs and other disruptions. While Venu intends to manage these costs diligently, the risk of running over budget is always significant and may have a substantial adverse impact on the profitability of Venu. In such event, additional sales of any of Venus equity securities or additional financing may be required to continue the business of Venu, and there can be no guarantee that Venu could successfully conclude such additional sales or obtain such additional financing at all or on terms that were acceptable to Venu, which could have a materially adverse effect on Venu and its operations. | 47 | | **Venus restaurants and live-music venues face intense competition, and if Venu is unable to continue to compete effectively, its business, financial condition, and results of operations would be adversely affected.** **** The restaurant industry is intensely competitive, and Venu faces many well-established competitors. Venu competes within each market with national and regional restaurants and retail chains and locally owned restaurants and retailers. Competition from other regional or national restaurants and retail chains typically represents the more important competitive influence, principally because of their significant marketing and financial resources. Venu also faces competition as a result of the convergence of grocery, deli, retail, and restaurant services, particularly in the supermarket industry. It also faces competition from various off-premises meal replacement offerings including but not limited to home meal kits delivery, third-party meal delivery, and catering, and the rapid growth of these channels by competitors. Moreover, competitors can harm business even if they are not successful in their own operations by taking away customers or employees through aggressive and costly advertising, promotions, or hiring practices. Venu competes primarily on the quality, variety, and perceived value of menu and retail items. The number and location of restaurants, the growth of e-commerce, type of concept, quality and efficiency of service, attractiveness of facilities, and effectiveness of advertising and marketing programs also are important factors. Venu anticipates that intense competition will continue with respect to all of these factors. It also competes with other restaurant chains and other retail businesses for quality site locations, management and hourly employees, and other competitive pressures that could affect both the availability and cost of these important resources. If Venu is unable to continue to compete effectively, its business, financial condition, and results of operations would be adversely affected. **Venu may face challenges in building name recognition, developing its reputation, and protecting its brand and reputation from adverse events that may not be within Venus control, which could adversely impact its expansion efforts, its operating results, and its ability to attract talented performers, generate audience enthusiasm, sell tickets, and generate revenue from its venues.** To date, we have opened a limited number of restaurants and two indoor music venues in a total of two markets, and we opened our first outdoor amphitheater in August 2024 in one of our existing markets. As a company with limited history and operations, to date, our name and brand is not widely known. We believe that growing, protecting, maintaining, and enhancing our name and brand recognition, and greater market awareness for our venues, is integral to our success in our current markets, particularly as we opened Ford Amphitheater and as we seek to expand into new markets. Growing, protecting, maintaining and enhancing our brand will depend largely on our ability to develop and maintain venues that are desirable for performers and attendees both at the time of their opening and overtime. This will depend on other things, our ability to develop and maintain venues with features and amenities that are desirable for performers and attendees, and differentiate our venues from others, which we may not do successfully. The value of our name and brand may decline if we are unable to maintain our brand and venues as being disruptive, high quality and unique in the live music industry. Successfully growing and maintaining our brand will depend largely on the effectiveness of our marketing efforts, our ability to open venues that prove successful and desirable in the industry (both for performers and attendees), and our ability to continue to open, develop and successfully differentiate our venues from competing facilities. Delays in opening venues, cancellations of planned shows (for various reasons), security and safety concerns related to our venues, negative publicity or reviews, negative experiences of performers or attendees, needed infrastructure upgrades and repairs that will occur from time to time, or other operational challenges may harm our reputation and brand. Unfavorable media coverage, negative publicity, or negative public perception about us or our venues, our industry, or actual or perceived negative experiences of performers or attendees at our venues may also harm our reputation and our brand. If events occur that damage our reputation and brand, our ability to grow revenues from our existing venues and to expand into new markets may be impaired, and our business, financial condition and results of operations may be harmed. We also believe that the importance of name and brand recognition will increase as competition in our current or prospective markets increases, and the promotion of our venues, name, and brand may require substantial expenditures. We have invested, and expect to continue to invest, resources to increase our name and brand awareness, both generally and in specific geographies and in specific intended customer groups. There can be no assurance that our brand development strategies and investment of resources will enhance recognition of the Venu (or Venu) brand or name, or lead to increased demand for our venues. If our efforts to protect and promote our name and brand are not successful, our business, financial condition and results of operations may be adversely affected. In addition, even if our name and brand recognition and loyalty increases, revenue may not increase at a level commensurate with our marketing spending. | 48 | | **** **The entertainment business in which Venu operates is highly sensitive to customer tastes. The success of Venus business depends on Venus (and its contractual partners) ability to attract popular artists and other live events to its venues. Venu and its partners may be unable to book events that generate demand, or anticipate or respond to changes in consumer preferences, which may result in decreased attendance at concerts and events hosted at Venus venues.** The success of Venus business depends, in part, upon its ability to offer live entertainment venues that are popular with customers. Moreover, Venu expects to rely, in part, on third parties (such as AEG Presents, with whom Venu has entered into an operating agreement for Ford Amphitheater in Colorado Springs, and Live Nation, with whom Venu has entered into an operator agreement for The Sunset McKinney in McKinney, Texas) to book events and acts at Venus venues. Although the agreements include performance targets as it relates to show and attendance numbers, the parties entry into these agreements do not assure that AEG Presents or any other operator will be successful in booking a specific number of events at a particular venue in a given year. In addition, Venu is obligated to split certain venue and event costs and revenues with these third-party operators and may also be required to make other accommodations to those parties in connection with their agreement to serve as the operator of a venue, such as providing the operator with a right of first offer for future venues that Venu constructs. There may be a limited number of popular artists, groups, or events that can attract audiences to venues and Venus business would suffer to the extent that its venues are unable to attract such artists, groups, and events to perform at its venues, or its third-party contractual partners are unable to perform under their agreements with Venu or to fulfill the parties expectations. Moreover, the live music industry competes with other forms of entertainment for consumers discretionary spending. Within this industry, Venu competes with other venues to book artists in the markets in which it currently (or plans to) promotes music concerts, and Venu faces competition from other promoters and venue operators. Competitors compete with Venu for key employees who may have relationships with popular music artists and who have a history of being able to book such artists for concerts and tours. These competitors may engage in more extensive development efforts, undertake more far-reaching marketing campaigns, adopt more aggressive pricing policies, and make more attractive offers to existing and potential artists. Competitors may develop services, advertising options, or music venues that are equal or superior to those Venu provides or that achieve greater market acceptance and brand recognition. Across the live music industry, it is possible that new competitors may emerge and rapidly acquire a significant market share. **** **Venus success depends, in significant part, on entertainment and leisure events and economics, and other factors adversely affecting such events could have a material adverse effect on our business, financial condition, and results of operations.** A decline in attendance at or reduction in the number of live entertainment and leisure events may have an adverse effect on revenue and operating income. In addition, during periods of economic slowdown and recession, many consumers have historically reduced their discretionary spending and advertisers have reduced their advertising expenditures. The impact of economic slowdowns on business is difficult to predict, but they may result in reductions in ticket sales, sponsorship opportunities and Venus ability to generate revenue. The risks associated with Venus businesses may become more acute in periods of a slowing economy or recession, which may be accompanied by a decrease in attendance at live entertainment, sporting, and leisure events. Many of the factors affecting the number and availability of live entertainment and leisure events are beyond Venus control. **** **Venus business depends on discretionary consumer and corporate spending, which may be impacted by market volatility and challenging economic conditions.** Many factors related to corporate spending and discretionary consumer spending, including economic conditions affecting disposable consumer income, unemployment levels, fuel prices, interest rates, changes in tax rates and tax laws that impact companies or individuals, and inflation can significantly impact Venus operating results. Business conditions, as well as various industry conditions, including corporate marketing and promotional spending and interest levels, can also significantly impact Venus operating results. These factors can affect attendance at Venus events, sponsorship, advertising and hospitality spending, concession, and merchandise sales, as well as the financial results of any sponsors of Venus venues, events, and the industry. Negative factors such as challenging economic conditions and public concerns over terrorism and security incidents, particularly when combined, can impact corporate and consumer spending, and one negative factor may impact Venus results more than another. There can be no assurance that consumer and corporate spending will not be adversely impacted by current economic conditions, or by any future deterioration in economic conditions, thereby possibly impacting Venus operating results and growth. **** | 49 | | **** **Portions of Venus business are subject to seasonal fluctuations, and its operating results and cash flow likely will vary from period to period.** A significant portion of Venus future growth projections stem from the suite of multi-seasonal amphitheaters it intends to construct and own. As a result, Venus revenues and expenses are expected to fluctuate and operating results and cash flow likely will reflect significant variation from period to period. Consequently, period-to-period comparisons of our operating results may not necessarily be meaningful and the operating results of one period are not indicative of our financial performance during the full fiscal year. This variability may adversely affect Venus business, results of operations and financial condition. **** **Poor weather adversely affects attendance at live music events, which could negatively impact Venus financial performance from period to period.** A significant portion of Venus business is the hosting and promoting live music events. Weather conditions surrounding these events affect sales of tickets, concessions, and merchandise, among other things. Poor weather conditions can have a material impact on results of operations particularly because Venu can only promote and/or ticket a finite number of events. Venus operations at Ford Amphitheater, an outdoor amphitheater, may be particularly impacted by adverse weather. Due to weather conditions, Venu may be required to cancel or reschedule an event for another available day or a different venue, which would increase costs for the event and could negatively impact the attendance at the event as well as concession and merchandise sales. Poor weather can affect current periods as well as successive events in future periods. **** **There is a risk of personal injuries and accidents in connection with live music events, which could subject Venu to personal injury or other claims and increase expenses, as well as reduce attendance at its live music events, causing a decrease in revenue.** There are inherent risks involved with organizing and producing live music (and other entertainment) events. As a result, personal injuries and accidents may occur in the future, from time to time, which could subject Venu to claims and liabilities for personal injuries. Incidents in connection with Venus live music events at any of its venues that its owns or rents could also result in claims, reducing operating income or reducing attendance at its events, which could cause a decrease in revenue. In addition, while Venu has security protocols in place at its events, illegal drug use or alcohol consumption at events could result in negative publicity, adverse consequences (including illness, injury, or death) to the persons engaged in such activities or others, and litigation against Venu. While Venu maintains insurance policies that provide coverage within limits that are sufficient, in managements judgment, to protect it from material financial loss for personal injuries sustained by persons at its venues or events or accidents in the ordinary course of business, there can be no assurance that such insurance will be adequate at all times and in all circumstances. **** **The sale of food and prepared food products for human consumption involves a risk of injury to customers.** **** Such injuries may result from tampering by unauthorized third parties, product contamination or spoilage, including the presence of foreign objects, substances, chemicals, other agents, or residues introduced during the growing, storage, handling, and transportation phases. Additionally, many of the food items in the restaurants Venu owns contain beef and chicken. The preferences of customers toward beef and chicken could be affected by changes in consumer health or dietary trends and preferences regarding meat consumption or health concerns and publicity concerning food quality, illness, and injury generally. In recent years there has been publicity concerning E. Coli bacteria, hepatitis A, mad cow disease, foot-and-mouth disease, salmonella, African swine fever, peanut and other food allergens, and other public health concerns affecting the food supply, including beef, chicken, pork, dairy and eggs. In addition, government regulations or the likelihood of government regulation could increase the costs of obtaining or preparing food products. A decrease in guest traffic to venues, a change in mix of products sold, or an increase in costs as a result of these health concerns, either in general or specific to operations, could result in a decrease in sales or higher costs to venues that would materially harm business. **** | 50 | | **** **The price and availability of food, ingredients, retail merchandise, transportation, distribution, and utilities used by Venus venues could adversely affect revenues and results of operations.** Venu is subject to the general risks of inflation, and Venus operating profit margins and results of operations depend significantly on its ability to anticipate and react to changes in the price, quality and availability of food and other commodities, ingredients, retail merchandise, transportation, distribution, utilities, and other related costs over which Venu has limited control. Fluctuations in economic conditions, weather, demand, and other factors affect the availability, quality and cost of the ingredients and products that Venu buys. Furthermore, many of the products that Venu uses and their costs are interrelated. Changes in global demand for corn, wheat and dairy products could cause volatility in the feed costs for poultry and livestock. The effect of, introduction of, or changes to tariffs or exchange rates on imported retail products or food products could increase costs and possibly affect the supply of those products. Changes in demand for over the road transportation and distribution services could cause volatility, increase costs, and affect operating margins. In addition, food safety concerns, widespread outbreaks of livestock and poultry diseases, such as, among other things, the avian flu and African swine fever, and product recalls, all of which are out of Venus control, and, in many instances, unpredictable, could also increase costs and possibly affect the supply of livestock and poultry products. Venus operating margins are also affected, whether as a result of general inflation or otherwise, by fluctuations in the price of utilities such as natural gas and electricity, on which Venus locations depend for much of their energy supply. Venus inability to anticipate and respond effectively to one or more adverse changes in any of these factors could have a significant adverse effect on its results of operations. Inflationary pressures may materially impact our business operations, particularly from an increase in supply costs, labor costs, and changes in consumer behavior and discretionary spending, all of which may have an impact on our business decisions and profitability. The costs for essential ingredients needed for our restaurants and entertainment venues could fluctuate due to an increase in the prices of essential commodities, which would result in higher prices paid to our suppliers for food, beverages, and other materials necessary for our operations. Venu seeks to pass a portion of these costs onto our customers through increases in our menu prices. However, Venu may not be able to pass along price increases to our customers to sufficiently or completely offset the cost increases we have incurred. Our ability to fully pass on increasing costs to consumers is restricted by the potential for reduced customer demand. As a result, we absorb some of the cost increases, which negatively affect our margins and put further pressure on our bottom line. We have also seen changes in consumer behavior that we attribute, in part, to inflationary pressures, particularly impacting consumers discretionary-spending behaviors. We have observed that customers are more cautious about the overall costs of food, beverages, and spending on non-essential items and activities such as dining at restaurants, purchasing tickets for live entertainment concerts and shows, and purchasing food and drinks during events. If persistent, this shift in consumer-spending pattern may result in lower demand for both our restaurant offerings and live entertainment events, which would negatively affect our revenue. If inflationary pressures are persistent or worsen, Venus business could be further negatively impacted by rising supply costs and changes in consumer behavior, which could result in additional price increases, reduced demand for our restaurant and event offerings, and continued pressure on our profitability. Any of those negative results could materially adversely affect our financial condition and results of operations. | 51 | | **** **Risks Related to Governmental Regulation** **** **Venu is subject to extensive governmental regulation and changes in these regulations and its failure to comply with them may have a material negative effect on the Companys business and results of operations.** Venus business is subject to the general powers of federal, state, and local governments, including those outlined below. | | Venue and Restaurant Operations - related Permits/Licenses. Venus venues, like all public spaces, are subject to building and health codes and fire regulations imposed by state and local government as well as zoning, noise and outdoor advertising and signage regulations. Venu also requires a number of licenses in multiple jurisdictions to operate, including, but not limited to, occupancy permits, exhibition licenses, food and beverage permits, liquor licenses, signage entitlements and other authorizations. Failure to receive or retain, or the suspension of liquor licenses or permits could interrupt or terminate our ability to serve alcoholic beverages at our venues. Additional regulation relating to liquor licenses may limit our activities in the future or significantly increase the cost of compliance, or both. Venu is subject to dram shop statutes in certain states, which generally provide that serving alcohol to a visibly intoxicated or minor patron is a violation of the law and may provide for strict liability for certain damages arising out of such violations. Venus liability insurance coverage may not be adequate or available to cover any or all such potential liability. Any failure to maintain these permits or licenses could have a material negative effect on Venus business and results of operations. | | | | | | | | Public Health and Safety. As a result of government mandated assembly limitations and closures implemented in response to the COVID-19 pandemic, Venus revenues declined substantially in 2020 and 2021. There can be no assurance that some or all of these restrictions will not be imposed again in the future due to another pandemic or public health emergency. Venu is unable to predict what the long-term effects of these events, including renewed government regulations or requirements, will be. For example, future governmental regulations adopted in response to a pandemic may impact on the revenue we derive and/or the expenses we incur from the events that we choose to host, such that events that were historically profitable would instead result in losses. | | | | | | | | Environmental Laws. The amphitheaters and venues Venu develops are subject to federal, state, and local environmental laws and regulations relating to the use, disposal, storage, emission and release of hazardous and non-hazardous substances, as well as zoning and noise level restrictions which may affect, among other things, the operations of our venues. Compliance with these regulations and the associated costs may be heightened as a result of the purchase, construction or renovation of a venue. Additionally, certain laws and regulations could hold the Company strictly, jointly and severally responsible for the remediation of hazardous substance contamination at its facilities or at third-party waste disposal sites, as well as for any personal injury or property damage related to any contamination. Venus commercial general liability and/or the pollution legal liability insurance coverage may not be adequate or available to cover any or all such potential liability. | | | | | | | | Data Privacy. Venu is subject to various data privacy and protection laws, regulations, policies and contractual obligations that apply to the collection, transmission, storage, processing and use of personal information or personal data, which among other things, imposes certain requirements relating to the privacy and security of personal information. The variety of laws and regulations governing data privacy and protection, and the use of the internet as a commercial medium, are rapidly evolving, extensive and complex, and may include provisions and obligations that are inconsistent with one another or uncertain in their scope or application. | | The data protection landscape is rapidly evolving in the United States. As Venus operations and business grow, it may become subject to or affected by new or additional data protection laws and regulations and face increased scrutiny or attention from regulatory authorities. For example, California has passed a comprehensive data privacy law, the California Consumer Privacy Act of 2018 (the *CCPA*), and a number of other states, including Virginia, Colorado, Utah and Connecticut, have also passed similar laws, and various additional states may do so in the near future. Further, there are several legislative proposals in the United States, at both the federal and state level, which could impose new privacy and security obligations. Venu has not yet determined the impact that these future laws and regulations may have on its business. In addition, governmental authorities and private litigants continue to bring actions against companies for online collection, use, dissemination and security practices that are unfair or deceptive. Venus business is, and may in the future be, subject to a variety of other laws and regulations, including licensing, permitting, working conditions, labor, immigration and employment laws; health, safety and sanitation requirements; and compliance with the Americans with Disabilities Act (and related state and local statutes). Any changes to the legal and regulatory framework applicable to Venus business could have an adverse impact on its businesses and its failure to comply with applicable governmental laws and regulations, or to maintain necessary permits or licenses, could result in liability or government actions that could have a material negative effect on Venus business and results of operations. **** | 52 | | **** **Zoning and governmental approvals could hinder, delay, or completely inhibit Venus ability to own, develop, lease, and construct upon the real estate upon which it intends to build new restaurants and venues.** Real estate development and ownership are subject to extensive regulation related to zoning, land use, building design, taxation, construction materials, warranties, environmental protection, and workplace safety, among others. Projects may be subject to legal challenges brought by governmental authorities or private parties. Local governments may enact growth control initiatives, annexation or building restrictions, impose moratoriums to restrict development or other adverse economic or monetary policies, impose nuisances and other conditions on development of particular sites, and increase the fees imposed on developers to fund roads, schools, open spaces, or affordable housing. Any of the foregoing could prevent Venu from undertaking or completing a particular project, impair its ability to sell or dispose of certain properties, force it to implement design changes, increase the cost of obtaining the necessary approvals, and/or cause delays in the approval process. Various components of the construction and development of new venue locations will require approval from local government officials or agencies. Land-use regulations, construction permits, and other regulatory requirements at the state and local level can require significant time and knowledge to obtain. There is no assurance that these regulatory requirements can be satisfied or will not be delayed due to factors beyond Venus control or otherwise. Failure to obtain the required approvals in a timely manner, or at all, may result in delays or abandonment of site locations Venu is developing or plan to develop. Any funds spent by Venu prior to that determination may be lost. **** **Venus ability to meet labor needs while controlling costs is subject to external factors such as unemployment levels, minimum wage legislation, health care legislation, payroll taxes and changing demographics.** Many employees are hourly workers whose wages are affected by increases in the federal or state minimum wage or changes to tip credits. Tip credits are the amounts an employer is permitted to assume an employee receives in tips when the employer calculates the employees hourly wage for minimum wage compliance purposes. Increases in minimum wage levels and changes to the tip credit have been made and continue to be proposed at both federal and state levels. As minimum wage rates increase, the Company may need to increase not only the wages of minimum-wage employees but also the wages paid to employees at wage rates that are above minimum wage. If competitive pressures or other factors prevent the Company from offsetting increased labor costs by increases in prices, profitability may decline. **** **The regulatory environment surrounding information security and privacy is increasingly demanding, with the frequent imposition of new and constantly changing requirements.** Compliance with consumer-privacy laws, payment-card security standards, data-storage regulations, and other laws and regulations that aim to protect customers data privacy may result in cost increases due to necessary system changes and the development of new administrative processes. In addition, customers and employees have a high expectation that Venu will adequately protect their personal information. For example, in connection with credit and debit card sales, Venu transmits confidential card information. Third parties may have the technology or know-how to breach the security of this customer information, and security measures and those of its technology vendors may not effectively prevent others from obtaining improper access to this information. If Venu fails to comply with the laws and regulations regarding privacy and security or experience a security breach, it could be exposed to risks of data loss, regulatory investigations and/or penalties, a loss of the ability to process credit and debit card payments, substantial inconvenience or harm to guests, litigation, and serious disruption of operations. Additionally, any resulting negative publicity could significantly harm Venus reputation and damage its relations with guests. As privacy and information security laws, regulations and practices change and cyber risks continue to evolve, Venu may incur additional costs to ensure it remains in compliance and protect guests, employees, and Company information. | 53 | | **** **Risks Related to Legal Matters** **** **Venu was previously engaged in litigation related to its construction and operation of Ford Amphitheater in a lawsuit that was ultimately dismissed. Venu is also currently facing litigation related to alleged unlawful noise pollution from Ford Amphitheater. Venu may face similar lawsuits in other municipalities where it is constructing, or plans to construct, Sunset Amphitheaters.** The planning, construction, and development of Venus venues requires the Company to obtain and various governmental approvals and permits. As disclosed under Venu Business Legal Proceedings, Venu, Venu Real Estate, LLC, and the City of Colorado Springs, Colorado (the *City*) were defendants in a lawsuit filed in the El Paso County District Court of Colorado on September 26, 2023 by a neighborhood association and an individual who sought to enjoin Venus construction and operation of Ford Amphitheater based on allegations that the venue would emit unlawful noise pollution in violation of state law. Venu filed a motion to dismiss, which the El Paso County District Court granted on January 11, 2024. The plaintiffs then filed an appeal to the Colorado Court of Appeals, which affirmed the dismissal of all claims against Venu on September 12, 2024. Ford Amphitheater opened in August 2024 and has been successfully operating since that time. However, on January 21, 2026, certain of the Companys subsidiaries were named as defendants in a lawsuit filed in the El Paso County District Court of Colorado by plaintiffs seeking the abatement and permanent injunction of alleged unlawful noise pollution at Ford Amphitheater based on allegations that the venue emits unlawful noise pollution in violation of state law. The Company believes that the Ford Amphitheaters operations have complied with applicable laws, and the defendant subsidiaries intend to vigorously defend against all claims, but there can be no assurance regarding the outcome of the litigation. Although Venu believes it complied with all applicable codes and procedures required to operate Ford Amphitheater, any requirement that Venu lower the volume at Ford Amphitheater concerts and events or develop infrastructure at Ford Amphitheater to mitigate noise pollution, or any other unfavorable outcome from the litigation could subject Venu to adverse commercial ramifications and negatively impact Venus business operations, financial condition, and ability to comply with its contractual obligations to host scheduled concerts and events at Ford Amphitheater. Venu could be required to cancel or reschedule certain concerts and events, which would increase Venus costs for the events, could negatively impact attendance and food-and-beverage sales at the events, and delay or decrease Venus ability to generate revenues through events scheduled at the venue. Venu could face similar lawsuits in other locations where it is constructing, or plans to construct, Sunset Amphitheaters based on similar laws or other local ordinances. Any litigation of this nature, regardless of outcome, could result in substantial costs being incurred by Venu, managements focus and resources being diverted, Venus expected timelines for construction, operations, and event hosting being impeded, and loss of revenues. Any of the foregoing risks and adverse outcomes could materially impact Venus business, financial condition, results of operations, and/or cash flows. **We may, from time to time, be subject to legal proceedings, regulatory inquiries, investigations, or claims that could adversely affect our business.** From time to time, we may be involved in various legal proceedings, regulatory inquiries, governmental investigations, or other claims arising in the ordinary course of our business related to subjects such as commercial transactions, securities offerings, intellectual property matters, employment matters, or compliance with applicable laws and regulations (including that pertain to licensing, permitting, and zoning, including municipal and state noise ordinances and restrictions). For example, the Company and two of its subsidiaries received a subpoena duces tecum from the Oklahoma Division of Securities (the *ODS*) on August 20, 2025, compelling us to produce documents related to any securities offerings in the State of Oklahoma. Although the ODS has not asserted any securities violations by the Company or its subsidiaries, and the Company is fully cooperating with the ODS, the outcome of this matter and any other legal proceeding, regulatory inquiry, governmental investigation, or other claim involving our business or operations is inherently uncertain. | 54 | | **If certain communications used to market certain exempt offerings of membership interests conducted by the Companys subsidiaries are deemed to have been an offer in violation of Section 5 of the Securities Act with respect to any public offering that the Company conducts, the Company may be subject to claims for rescission by investors that participate in the public offering.** Certain of the Companys special purpose entity (*SPE*) subsidiaries have conducted exempt private offerings of membership interests (*Subsidiary Offerings*). The Subsidiary Offerings have often been generally referenced by the Company as Luxe FireSuite sales (with a key focus being on a holders right to use and own a specific Luxe FireSuite in a specific amphitheater and on the real property asset owned by the particular SPE subsidiary). Having third parties own certain stakes or rights in SPE assets and being afforded various in-kind rights and benefits for their use at specific venues, has lent to the Companys general mantra of being fan owned. In connection with these Subsidiary Offerings, the Companys SPE subsidiaries marketed the Subsidiary Offerings through various general solicitation efforts and communications (*Subsidiary Communications*), including posting references to or information about the Subsidiary Offering investment opportunities to the Companys website, which described the type of security being offered by each specific subsidiary, the venue and geographic location each such Subsidiary Offering related to, and the anticipated benefits to prospective investors in each SPE subsidiary, as well as forms of print or other broadcast media that was generally geographically targeted to prospective investors in a given market where a venue was set to be developed. The Subsidiary Communications related or eluded solely to opportunities in certain of the Companys SPE subsidiaries and, unlike with respect to any public offering that the Company conducts, did not in any way relate to a prospective investment in the Company as a whole, or to the Companys offering of Common Stock at the parent corporation level. The Company does not believe that the Subsidiary Communications and marketing efforts described above constitute a violation of Section 5 of the Securities Act of 1933, as amended (the *Securities Act*), or of applicable provisions of state securities laws. However, if such communications were held by a court to be offers in violation of Section5 of the Securities Act or applicable provisions of state securities laws with respect to any public offering that the Company previously conducted or conducts in the future, purchasers of shares of Common Stock in the public offering may have rescission rights or claims for damages. Upon exercise of any such rescission rights, the Company could be required to repurchase the shares sold to investors in the public offering, for any consideration determined to have been paid for such shares, with interest thereon, less the amount of any income received therefrom, or for damages if the shares are no longer owned by any such investor, for a period of one year following the date of the violation. Similar remedies could be available to investors under state securities laws. The amount of any such potential liability is uncertain. The Company would contest vigorously any claim that a violation of the Securities Act or applicable provisions of state securities law occurred. **Any failure by Venu or its subsidiaries to comply with private offering exemption requirements could result in, among other things, rescission rights that could adversely affect the Company as a whole.** **** The offer and sale of securities and investment related products by entities and their agents is subject to numerous regulations under federal and state securities laws. From time to time Venus subsidiaries engage in private offerings of securities of membership interests and that relate to its Luxe FireSuites, and, when it does so to the extent any offerings involve a sale of securities Company seeks to offer and sell those securities in reliance upon certain private offering exemptions from registration provided in the Securities Act and related exemptions under applicable state securities laws. If the Company (or any applicable subsidiary) fails to comply with the requirements of such offering exemption(s), the Company could be subject to certain claims by federal or state securities regulators and investors may have the right, if they so desired, to rescind their purchase of the membership interests they purchase (and any corollary Luxe FireSuite rights). This rescission right might also apply under the applicable state securities or blue sky laws and regulations in states where the any securities are offered. In addition, certain Venu subsidiaries may offer use rights or other interests in Luxe FireSuites located at certain of Venus projects that Venu does not believe are a security, but, could later to be deemed subject to regulation under federal or state securities laws. Any failure to comply with applicable securities laws could subject the Company to various sanctions, fines and penalties. In addition, if a number of investors were successful in seeking rescission, the Company (or applicable subsidiary) could face severe financial demands that would adversely affect a given project, or even the Company as a whole. | 55 | | **Use of social media and influencers may adversely affect our reputation or subject us to fines or other penalties.** We use third-party social media platforms as, among other things, marketing tools. We also maintain relationships with brand ambassadors and engage in collaborations. As laws and regulations and public opinion rapidly evolve to govern the use of these platforms, the failure by us, our employees, our network of brand ambassadors, our sponsors, or third parties acting at our direction to abide by applicable laws and regulations in the use of these platforms or otherwise could subject us to regulatory investigations, class action lawsuits, liability, fines, or other penalties and have an adverse effect on our business, financial condition, results of operations and prospects. In addition, an increase in the use of brand ambassadors for product promotion and marketing may cause an increase in the burden on us to monitor compliance of the content they post and increase the risk that such content could contain problematic product or marketing claims in violation of applicable laws and regulations. For example, in some cases, the Federal Trade Commission has sought enforcement action where an endorsement has failed to clearly and conspicuously disclose a financial relationship or material connection between an influencer and an advertiser. We do not control the content that our brand ambassadors post, and if we were held responsible for any false, misleading, or otherwise unlawful content of their posts or their actions, we could be fined or subjected to other monetary liabilities or forced to alter our practices, which could have an adverse impact on our business. Negative commentary regarding us, our products, or brand ambassadors and other third parties who are affiliated with us may also be posted on social media platforms and may be adverse to our reputation or business. Brand ambassadors with whom we maintain relationships could engage in behavior or use their platforms to communicate directly with our consumers in a manner that reflects poorly on our brand and may be attributed to us or otherwise adversely affect us. It is not possible to prevent such behavior, and the precautions we take to detect this activity may not be effective in all cases. Our target consumers often value readily available information and often act on such information without further investigation and without regard to its accuracy. The harm may be immediate, without affording us an opportunity for redress or correction. **Risks Related to Information Technology, Cybersecurity, and Intellectual Property** **A material disruption in information technology, network infrastructure, and telecommunication systems could adversely affect our business and results of operations.** Venu relies extensively on information technology across operations, including, but not limited to, point of sales processing, supply chain management, retail merchandise allocation and distribution, labor productivity and expense management. Its business depends significantly on the reliability, security, and capacity of information technology systems to process these transactions, summarize results, manage, and report on business and supply chain. Its information technology systems are subject to damage or interruption from power outages, computers, network, cable system, internet and telecommunications failures, computer viruses, security breaches, catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes, acts of war or terrorism, and usage errors by our employees. If Venus information technology and telecommunication systems are damaged or cease to function properly, it may have to make a significant investment to repair or replace them and could suffer loss of critical data and interruptions or delays in operations in the interim. Any material interruption in information technology and telecommunication systems could adversely affect business or results of operations. In addition, some of these essential technology-based business systems are outsourced to third parties. While Venu makes efforts to ensure that its outsourced providers are observing proper standards and controls, it cannot guarantee that breaches, disruptions, or failures caused by these providers will not occur. **** **A privacy breach or cybersecurity attack could adversely affect Venus business and operations.** The protection of customers, employees, and Company data is critical to Venu. Venu is subject to laws relating to information security, privacy, cashless payments, consumer credit, and fraud. Additionally, an increasing number of government and industry groups have established laws and standards for the protection of personal and health information. As a merchant and service provider of point-of-sale services, Venu is also subject to the Payment Card Industry Data Security Standard issued by the Payment Card Industry Council. **** **** | 56 | | **** **Data security incidents and the unauthorized access, use, or disclosure of personal or sensitive information could adversely affect our business, damage our reputation, and give rise to liabilities.** Venu collects, processes, stores, and transmits personal and other sensitive information about our customers and employees in connection with our operations. Cybersecurity incidents, data breaches, system failures, or unauthorized access to or disclosure of such information, whether involving our systems or those of third-party service providers, could disrupt our operations, harm our reputation, and give rise to liabilities, including regulatory investigations, enforcement actions, litigation, and penalties. In addition, security breaches or the inability to protect sensitive information could lead to increased incidents of ticketing fraud and counterfeit tickets. Security breaches and incidents could also significantly damage our reputation with consumers, ticketing clients, and other third parties, and could result in significant costs related to remediation efforts, such as credit or identity theft monitoring. Although we have established systems and processes designed to protect sensitive customer and employee information and to thwart cybersecurity threats, such measures cannot provide absolute security or certainty. Furthermore, cybersecurity threats continue to evolve, and techniques used to obtain unauthorized access, misuse data, or disrupt systems are becoming increasingly sophisticated. Despite our best efforts, we may be unaware of or unable to anticipate these techniques and to implement adequate preventative measures. **** **Failure to maximize or to successfully protect and assert Venus intellectual property rights could adversely affect business and results of operations.** Venu relies on trademarks, unfair competition, trade secret, and copyright laws to protect its intellectual property rights. Venu has registered certain trademarks and service marks with appropriate governmental authorities, but there can be no guarantee that these intellectual property rights will be maximized or that they can be successfully asserted. There is a risk that Venu will not be able to obtain and perfect its own intellectual property rights, or, where appropriate, to license intellectual property rights necessary to support new product introductions or other brand extensions. There is no guarantee that these rights, if obtained, will not be invalidated, circumvented, or challenged in the future. Venus failure to protect or successfully assert its intellectual property rights could make it less competitive and could have an adverse effect on Venus business and results of operations. **** **We may be subject to claims that we infringed upon certain third-party intellectual property rights, which, even if meritless, could be costly to defend and could adversely affect our business, results of operations, financial condition, and prospects.** The success of our business depends, in part, on our success in developing and marketing our products and services without infringing, misappropriating, or otherwise violating the intellectual property rights of third parties. However, from time to time, we may be subject to legal proceedings and other claims in the ordinary course of business alleging infringement of third-party intellectual property rights. Third parties may be able to successfully challenge, oppose, invalidate, render unenforceable, dilute, misappropriate, or circumvent our trademarks and other intellectual property rights, even if we were unaware that our products or services are infringing, misappropriating, or otherwise violating third-party intellectual property rights. We cannot predict the outcome of lawsuits and cannot ensure that the results of any such claims will not adversely affect our business, results of operations, financial condition, or prospects. Our failure to protect our intellectual property rights in a meaningful manner could damage our reputation, erode our brand names and other IP, and strain or harm our business relationships. Accordingly, litigation may be necessary to determine the validity and scope of proprietary rights claimed by third parties, assert and enforce our intellectual property rights, and defend against third-party infringement claims. Defending against such claims would be costly and time-consuming. Any such litigation or claims, regardless of merit or outcome, could cause us to incur significant expenses and could divert our management and resources. If successfully asserted against us, such claims could inhibit our ability to offer certain products or services, require us to pay substantial costs and damages, force us to obtain licenses to continue our operations, compel us to adopt costly re-designs or modifications, or subject us to other unfavorable terms. | 57 | | **Risks Related to Our Officers, Directors, Affiliates, and Other Personnel** **Venu is involved in a number of related-party transactions.** Many of the officers, directors, and principal shareholders of Venu (and its subsidiaries) are involved in Venus management and operations, including in roles as officers, directors, managers, and/or equity holders of Hospitality Income & Asset, LLC and 13141 BP, LLC, and landlords to two of Venus operating subsidiaries: BBST and BBP. Furthermore, several shareholders are members of Venus landlords in Gainesville, Georgia. Additionally, many of the founders, officers, directors, and shareholders of Venu (and its subsidiaries) are involved as officers, directors, and executives of Roth Industries, the parent company of Roth Premium Foods, LLC, which is the licensee of the counterparty to the Bourbon Brothers licensing agreement. For a description of the related-party transactions involving Venu, its subsidiaries, and its management, see the Certain Relationships and Related-Party Transactions section of this Annual Report. **Venu is dependent on its key personnel and will need to hire additional personnel. Venus hiring abilities may be strained by current employment trends and economic conditions.** Venus future successes depend on its ability to identify, attract, hire, train, retain and motivate highly skilled executives, technical, sales and marketing, business development, and store level personnel including restaurant managers and kitchen managers. Venu is currently particularly dependent on the efforts of JW Roth. The loss of Mr. Roth would likely have a significant negative impact on Venus operations and growth strategies. Competition for qualified personnel may be intense. If Venu fails to successfully attract, assimilate, and retain a sufficient number of such personnel, its business will suffer. **** **Venus officers, directors, and principal shareholders collectively own a substantial portion of Venus Common Stock.** Collectively, Venus officers and directors beneficially own approximately 35.4% of our outstanding Common Stock as of March 15, 2026. Specifically, JW Roth, our Chairman, Chief Executive Officer, and founder, beneficially owns approximately 30.7% of the voting power of our Common Stock; Heather Atkinson, our Chief Financial Officer, Secretary, and one of our directors, beneficially owns approximately 1.6%; Mitchell Roth, one of our directors, beneficially owns approximately 1.6%; and each of our other officers and directors beneficially own less than 1%. As a result, shareholders may face challenges in affecting matters involving our Company, including: | | the composition of our Board of Directors and, through it, any determination with respect to our business direction and policies, including the appointment and removal of officers; | | | | | | | | any determination with respect to mergers or other business combinations; | | | | | | | | our acquisition or disposition of assets; and | | | | | | | | our corporate financing activities. | | Our officers, directors, and principal shareholders may act in concert to significantly influence these and other matters requiring shareholder approval. Furthermore, this concentration of voting power could have the effect of delaying, deterring, or preventing a change of control or other business combination that might otherwise be beneficial to our shareholders. This significant concentration of share ownership may also adversely affect the trading price for our Common Stock because investors may perceive disadvantages in owning stock in a company that is controlled by a small number of shareholders. **** **Venus officers and directors do not owe a duty of exclusivity to Venu.** Venus officers and directors are not required to devote all of their business time to Venu as their sole and exclusive function or business. Certain members of our management team have other business interests and may engage in other activities and pursue other business opportunities in addition to those relating to Venu. Neither Venu nor any shareholder has any right to share or participate in such other investments or activities of management or to the income or proceeds derived therefrom. **** **Venu is dependent on attracting and retaining qualified employees while also controlling labor costs.** Venus business is dependent on attracting and retaining a large and growing number of qualified employees. Availability of staff varies widely from location to location. Many staff members are in entry-level or part-time positions, typically with high turnover rates. High turnover of venue management and staff would cause Venu to incur higher direct costs associated with recruiting, training, and retaining replacement personnel. Management turnover as well as general shortages in the labor pool can cause venues to operate with reduced staff, which negatively affects the ability to provide appropriate service levels to customers. The market for the most qualified talent continues to be competitive and Venu must provide competitive wages, benefits, and workplace conditions to maintain the most qualified employees. Competition for qualified employees exerts upward pressure on wages paid to attract such personnel, resulting in higher labor costs, together with greater recruiting and training expenses. **** **** | 58 | | **** **General Risks Relating to Our Business and Operations** **Global economic and market uncertainty may adversely impact Venus business and operating results.** Uncertain global and macro-economic conditions have in the past and may adversely impact Venus business in the future. The current uncertainty in the worldwide economic environment together with other unfavorable changes in economic conditions, such as heightened inflation and interest rate increases currently being experienced or implemented by most developed economies, as well as recessions that have affected major countries, may negatively impact consumer confidence and spending, ultimately causing Venus customers to postpone purchases and may ultimately impact our profitability. Inflation and rapid fluctuations in inflation rates have had in the past, and may in the future have negative effects on economies and financial markets. Venu could experience period-to-period fluctuations in operating results due to general industry or economic conditions, and volatile or uncertain economic conditions can adversely impact sales and profitability and make it difficult for Venu to accurately forecast and plan its future business activities. Furthermore, inflationary pressure and increases in interest rates may negatively impact revenue, earnings and demand for Venus service and venue offerings. During challenging economic times, Venus current or potential future customers may experience cash flow problems and as a result may modify, delay or cancel plans to visit Venus restaurants and venues. **** **Venu and its venues may be adversely affected by the occurrence of extraordinary events, such as terrorist attacks or disease epidemics.** The occurrence and threat of extraordinary events, such as terrorist attacks, intentional or unintentional mass-casualty incidents, public health concerns such as contagious disease outbreaks, natural disasters, or similar events, may deter artists from touring and/or substantially decrease the use of and demand for services and the attendance at live music events, which may decrease revenue or expose Venu to substantial liability. The terrorism and security incidents in the past, military actions in foreign locations, periodically elevated terrorism alerts and fears from publicized contagious disease outbreaks have raised numerous challenging operating factors, including public concerns regarding air travel, military actions and additional national or local catastrophic incidents, causing a nationwide disruption of commercial and leisure activities. In the event of actual or threatened terrorism events, some artists may refuse to travel or book tours, which could adversely affect business. Attendance at events may decline due to fears over terrorism and contagious disease outbreaks, which could adversely impact operating results. While it is constantly evaluating the security precautions for events in an effort to ensure the safety of the public, no security measures can guarantee safety and there can be no assurances that it wont face liabilities, which could be substantial and materially impact our operating results, in connection with such terrorist attacks at events. While Venu has health and safety programs designed to mitigate the risks that are inherent in the staging of concerts and other events, as well as those associated with extraordinary occurrences or actions that may take place at events, there can be no assurances that these programs will be sufficient to fully cover every possibility. Despite Venus best efforts, some occurrences or actions are difficult to foresee and adequately plan for, which could lead to fan, vendor, or employee harm resulting in fines, penalties, legal costs, and reputational risk that could materially and adversely impact our business and results of operations. **** **Health concerns, government regulation relating to the consumption of food products, and widespread infectious diseases could impact consumer preferences and negatively affect results of operations.** If a regional or global health pandemic or virus outbreak occurs, depending upon its location, duration, and severity, Venus business could be severely affected. In the event a health pandemic occurs, customers might avoid public places, and local, regional, or national governments might limit or ban public gatherings to halt or delay the spread of disease. Jurisdictions in which we have restaurants and venues may impose mandatory closures or impose restrictions on operations. If a virus is transmitted by human contact or respiratory transmission, employees or guests could become infected, or could choose, or be advised, to avoid gathering in public places, any of which would adversely affect restaurant guest traffic or perform functions at the corporate level. A regional or global health pandemic might also adversely affect business by disrupting or delaying production and delivery of materials and products in our supply chain and causing staffing shortages in our stores. **Risks Related to Ownership of Our Common Stock** **** **The stock price of Venus Common Stock may be volatile or may decline regardless of our operating performance.** An active or liquid market in our Common Stock may not be sustainable. An inactive market may also impair our ability to raise capital by selling shares of our Common Stock and may impair our ability to enter into strategic partnerships or acquire companies or products by using our shares of Common Stock as consideration. **** **We do not expect to pay dividends in the foreseeable future. Any return on investment may be limited to the value of Venus Common Stock.** We do not anticipate paying cash dividends on our Common Stock in the foreseeable future. The payment of dividends on our Common Stock will depend on earnings, financial condition, and other business and economic factors affecting it at such times as the Board of Directors may consider relevant. If we do not pay dividends, our Common Stock may be less valuable because a return on your investment will occur only if our stock price appreciates. **** | 59 | | **Widespread market volatility and fluctuations in the share price of Venus Common Stock could expose us to costly securities litigation.** In the past, following periods of market volatility, public company shareholders have often instituted securities class action litigation. If we were involved in securities litigation, it could impose a substantial cost upon us and divert the resources and attention of our management from our business. **** **Our ability to use our net operating loss carry-forwards and certain other tax attributes may be limited.** Under Section 382 of the Internal Revenue Code of 1986, as amended, if a corporation undergoes an ownership change (generally defined as a greater than 50% change (by value) in its equity ownership over a three-year period), the corporations ability to use its pre-change net operating loss carry-forwards and other pre-change tax attributes (such as research tax credits) to offset its post-change income may be limited. We may experience ownership changes in the future as a result of subsequent shifts in our stock ownership, including transactions we may consume in the succeeding three-year period. As a result, if we earn net taxable income, our ability to use our pre-change net operating loss carry-forwards to offset U.S. federal taxable income may be subject to limitations, which could result in increased future tax liability. **Our Articles of Incorporation permit blank check Preferred Stock, which can be designated by our Board of Directors without shareholder approval.** **** Our Amended and Restated Articles of Incorporation (our *Articles of Incorporation*) authorize the Board to issue up to 5,000,000 shares of Preferred Stock, which may be issued from time to time in one or more series, each of which will have a distinctive designation or title as determined by our Board. To date, we have denominated 1,342 shares of our preferred stock as Series B 4% Cumulative Convertible Preferred Stock (*Series B Preferred Stock*). Our Articles of Incorporation authorize the Board to establish the designations, preferences, limitations, restrictions, and relative rights of the Preferred Stock and any variations in the relative rights and preferences as between different series of Preferred Stock in accordance with the CBCA. As such, the Board could establish one or more individual series of Preferred Stock with enhanced dividend rights, rights of redemption, sinking funds to pay dividends, liquidation, and other rights that would be different than, and preferential to, the rights of the holders of our Common Stock. Because our Board is able to designate the powers and preferences of the Preferred Stock without the vote of a majority of our shareholders, holders of our Common Stock will have no control over what designations and preferences any newly designated Preferred Stock will have. **** **Certain provisions in our Governance Documents could make a merger, acquisition, other change in control, tender offer, or proxy contest more difficult and may prevent shareholder attempts to replace or remove our current management, which could depress the trading price of our Common Stock.** Certain provisions in our Articles of Incorporation and our Bylaws (our *Bylaws*; together with our Articles of Incorporation, our *Governance Documents*) could depress the trading price of our Common Stock by acting to discourage, delay, or prevent a merger, acquisition, tender offer, proxy contest, or other change in control of us or change in our management that our shareholders may deem favorable or advantageous, including transactions in which shareholders might otherwise receive a premium for their shares. These provisions could limit the price that investors are willing to pay in the future for our Common Stock, thereby depressing the market price of our Common Stock. In addition, because our Board is responsible for appointing the members of our management team, these provisions may frustrate or prevent any attempts by our shareholders to replace or remove our current management by making it more difficult for shareholders to replace members of our Board. Among other things, these provisions: | 60 | | **** | | permit the Board to establish and change the authorized number of directors and to fill any vacancies and newly created directorships; | | | | | | | | authorize the issuance of blank check Preferred Stock that our Board could use to implement a shareholder rights plan, or so-called poison pill, that would work to dilute the stock ownership of a potential hostile acquirer, effectively preventing acquisitions that have not been approved by our Board; | | | | | | | | establish advance notice requirements for nominations for election to our Board or for proposing matters that can be acted upon by shareholders at annual shareholder meetings; and | | | | | | | | authorize the Board to adopt, amend, or repeal our Bylaws. | | **** Any provision in our Governance Documents that has the effect of delaying or deterring a change in control could limit the opportunity for our shareholders to receive a premium for their shares of Common Stock and could also affect the price that some investors are willing to pay for our Common Stock. **Certain limitation-of-liability and indemnification provisions in our Governance Documents may discourage shareholders from bringing a lawsuit against our directors and officers for breaches of their fiduciary duties, may reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit the Company and other shareholders, and may adversely impact shareholders investments to the extent that the Company pays the costs of settlement and damage awards against directors and officers as required by these indemnification provisions.** Our Articles of Incorporation contain provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by the CBCA. Consequently, our directors will not be personally liable to us or our shareholders for monetary damages for any breach of fiduciary duties as directors, except liability for: | | any breach of the directors duty of loyalty to us or our shareholders; | | | | | | | | any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; or | | | | | | | | any transaction from which the director derived an improper personal benefit. | | Our Bylaws require us to indemnify our directors and officers, and allow us to indemnify other employees and agents, to the fullest extent permitted by the CBCA. Subject to certain limitations and limited exceptions, our Bylaws require us to advance expenses incurred by our directors and officers for the defense of any action for which indemnification is required or permitted. While we believe that including the limitation-of-liability and indemnification provisions in our Governance Documents and indemnification agreements is necessary to attract and retain qualified persons such as directors, officers, and key employees, those provisions may discourage shareholders from bringing a lawsuit against our directors and officers for breaches of their fiduciary duties. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit the Company and other shareholders. Further, a shareholders investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers, and advance expenses as required by these indemnification provisions. Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us. Moreover, while we maintain directors and officers liability insurance, such insurance may not be adequate to cover all liabilities that we may incur, which may reduce our available funds to satisfy third-party claims and may adversely impact our cash position. | 61 | | **If securities analysts do not publish research or reports, or publish unfavorable research or reports, about us, our business, our Common Stock, or our market, the price of shares of our Common Stock and our trading volume could decline.** The trading market for our Common Stock will be influenced by the research and reports that securities analysts publish about us and our business. Equity research analysts may elect not to provide research coverage of our Common Stock, and such lack of research coverage may adversely affect the market price of our Common Stock. In the event we do have equity research coverage, we will not have any control over the analysts, or the content and opinion included in their reports. The price of our stock could decline if one or more analysts covering our business downgrade their evaluations of our Common Stock or issue other unfavorable or inaccurate commentary or research. If one or more analysts cease coverage of the Company or fails to publish reports on us regularly, we could lose visibility in the market for our Common Stock and demand for our Common Stock could decrease, which in turn would cause our stock price or trading volume to decline. **Shareholders ownership interest may be diluted significantly through our efforts to obtain financing and satisfy obligations through issuance of additional shares***.* Our Articles of Incorporation authorizes our Board of Directors to issue up to 144,000,000 shares of Common Stock, 1,000,000 shares of Class B Non-Voting Common Stock, and up to 5,000,000 shares of Preferred Stock, of which we have designated 1,342 as Series B 4 Preferred Stock. The power of the Board of Directors to issue shares of Common Stock, Preferred Stock, warrants, or options to purchase shares of Common Stock or Preferred Stock is generally not subject to shareholder approval, except for issuances of more than 20% of the Companys outstanding Common Stock or its voting power. While we have completed several capital raises utilizing multiple financial institutions, we may attempt to raise additional capital by returning to the market to sell shares of Common Stock or Preferred Stock, possibly at a discount to the market price of our Common Stock. These actions may result in dilution of the ownership interests and voting power of existing shareholders, further dilute Common Stock book value, and may delay, defer, or prevent a change of control. Our outstanding shares of Series B Preferred Stock entitle the holders thereof to dividends. Additionally, other series of Preferred Stock may carry the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of Common Stock, superior voting or conversion rights, and the right to the redemption of the shares, together with a premium, prior to the redemption of our Common Stock. **A significant portion of our total outstanding shares of Common Stock are eligible to be sold into the market in the near future, including pursuant to Rule 144, which could cause the market price of our Common Stock to drop significantly, even if our business is doing well.** Sales of a substantial number of shares of our Common Stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our Common Stock. We have also registered all shares of Common Stock that are reserved for issuance under the Companys Amended and Restated 2023 Omnibus Incentive Compensation Plan. As a result, these shares can be freely sold in the public market upon issuance, subject to volume limitations applicable to affiliates and certain lock-up agreements that our officers and directors are subject to. A sale under Rule 144 or under any other exemption from the Securities Act, if available, or pursuant to subsequent registrations of our shares of Common Stock, may have a depressive effect upon the price of our shares of Common Stock in any active market that may develop. We believe that a significant portion of our total outstanding shares of Common Stock may be sold in the public market without restriction by non-affiliates pursuant to Rule 144 after this offering. **The financial and operational projections that we may make from time to time are subject to inherent risks.** The projections that our management may provide from time to time will reflect numerous assumptions made by management, including assumptions with respect to our specific as well as general business, regulatory, economic, market, and financial conditions and other matters, all of which are difficult to predict and many of which are beyond our control. Accordingly, there is a risk that the assumptions made in preparing the projections, or the projections themselves, will prove inaccurate. There may be differences between actual and projected results, and actual results may be materially different from those contained in the projections. **Risks Related to Being and Reporting as a Public Company** **** **If we fail to establish and maintain an effective system of internal control or disclosure controls and procedures are not effective, we may not be able to report our financial results accurately and timely or to prevent fraud. Any inability to report and file our financial results accurately and timely could harm our reputation and adversely impact the trading price of our Common Stock.** **** Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. Section 404 of the Sarbanes-Oxley Act of 2002 (the *Sarbanes-Oxley Act*) requires us to evaluate and report on our internal controls over financial reporting and, depending on our future growth, may require our independent registered public accounting firm to annually attest to our evaluation, as well as issue its own opinion on our internal controls over financial reporting. The process of implementing and maintaining proper internal controls and complying with Section 404 is expensive and time consuming. We cannot be certain that the measures we undertake will ensure that we maintain adequate controls over our financial processes and reporting in the future, nor can we be certain that we will comply with any requirements that may be adopted by the Public Company Accounting Oversight Board or a supplement to the auditors report providing additional information about the audit and the financial statements. Furthermore, if we are able to rapidly grow our business, the internal controls that we will need may become more complex, and significantly more resources will be required to ensure our internal controls remain effective. Failure to implement required controls or difficulties encountered in their implementation could harm our operating results or cause us to fail to meet our reporting obligations. If we or our auditors discover a material weakness in our internal controls, the disclosure of that fact, even if the weakness is quickly remedied, could diminish investors confidence in our financial statements and harm our stock price. In addition, non-compliance with Section 404 could subject us to a variety of administrative sanctions, including the suspension of trading, ineligibility for future listing on the NYSE American LLC or other national securities exchanges, and the inability of registered broker-dealers to make a market in our Common Stock, which may reduce our stock price. **** **** | 62 | | **** **We are an emerging growth company and a smaller reporting company, and the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies may make our Common Stock less attractive to investors.** We are an emerging growth company as defined in the JOBS Act, and we intend to take advantage of some of the exemptions from reporting requirements that are applicable to other public companies that are not emerging growth companies, including: | | being permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced Managements Discussion and Analysis of Financial Condition and Results of Operations disclosure; | | | | not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting; | | | | not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board or a supplement to the auditors report providing additional information about the audit and the financial statements; | | | | reduced disclosure obligations regarding executive compensation; and | | | | not being required to hold a non-binding advisory vote on executive compensation or obtain shareholder approval of any golden parachute payments not previously approved. | | In addition, as an emerging growth company the JOBS Act allows us to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies, unless we later irrevocably elect not to avail ourselves of this exemption. We have elected to use this extended transition period under the JOBS Act. As a result, our financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies, which may make comparison of our financials to those of other public companies more difficult. We will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (1) following the fifth anniversary of the completion of our initial public offering, (2) in which we have total annual gross revenue of at least $1.235 billion, or (3) in which we are deemed to be a large accelerated filer, which means the market value of our Common Stock that is held by non-affiliates exceeds $700.0 million as of September 30 of the prior year; and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. We are also a smaller reporting company, meaning that the market value of our Common Stock held by non-affiliates plus the proposed aggregate amount of gross proceeds to us as a result of our initial public offering is less than $700 million, and our annual revenue was less than $100 million during the most recently completed fiscal year. We are therefore entitled to rely on certain reduced disclosure requirements for as long as we remain a smaller reporting company, including, among other things, providing only two years of audited financial statements in this Annual Report on Form 10-K, and, similar to emerging growth companies, providing reduced disclosure obligations regarding executive compensation. In addition, as long as we are a smaller reporting company with less than $100 million in annual revenue, we would be exempt from the requirement to obtain an external audit on the effectiveness of internal control over financial reporting provided in Section 404(b) of the Sarbanes-Oxley Act. These exemptions and reduced disclosures in our SEC filings due to our status as a smaller reporting company make it harder for investors to analyze our results of operations and financial prospects. To the extent we take advantage of the reduced disclosure obligations available for smaller reporting companies, it may be difficult or impossible to compare our financial statements with other public companies. We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of shares of our Common Stock held by non-affiliates exceeds $250 million as of the end of that years second fiscal quarter, or (ii) our annual revenues exceed $100 million during such completed fiscal year and the market value of our Common Stock held by non-affiliates exceeds $700 million as of the end of that years second fiscal quarter. Investors may find our find our Common Stock less attractive to the extent we will rely on these exemptions. If some investors find our Common Stock less attractive as a result, there may be a less active trading market for our Common Stock, and our stock price may be more volatile. | 63 | | **Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.** We are subject to the periodic reporting requirements of the Exchange Act. We designed our disclosure controls and procedures to reasonably assure that information we must disclose in reports we file or submit under the Exchange Act is accumulated and communicated to management, and recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. We believe that any disclosure controls and procedures or internal controls and procedures, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistake. For example, our directors or executive officers could inadvertently fail to disclose a new relationship or arrangement causing us to fail to make any related-party transaction disclosures. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements due to error or fraud may occur and not be detected. **Future changes in financial accounting standards or practices may cause adverse and unexpected revenue fluctuations and adversely affect our reported results of operations.** Future changes in financial accounting standards may cause adverse, unexpected revenue fluctuations and affect our reported financial position or results of operations. Financial accounting standards in the United States are constantly under review and new pronouncements and varying interpretations of pronouncements have occurred with frequency in the past and are expected to occur again in the future. As a result, we may be required to make changes in our accounting policies. Those changes could affect our financial condition and results of operations or the way in which such financial condition and results of operations are reported. We intend to invest resources to comply with evolving standards, and this investment may result in increased general and administrative expenses and a diversion of management time and attention from business activities to compliance activities. See the section titled Managements Discussion and Analysis of Financial Condition and Results of OperationsRecent Accounting Pronouncements. **** **There are many risks associated with forward-looking information in this Annual Report.** Much of the information presented in this Annual Report contains forward-looking statements. Although the Company believes the forward-looking statements have reasonable bases, it cannot offer any assurance that it will be able to conduct the operations as contemplated. You should carefully review all of the information and assumptions contained in this Annual Report with your legal, tax, financial, investment, and accounting advisors. **** **Item1B. Unresolved Staff Comments** None. | 64 | | **Item 1C. Cybersecurity** We have developed and implemented cybersecurity risk management processes intended to protect the confidentiality, integrity, and availability of our critical systems and information. While everyone at our company plays a part in managing cybersecurity risks, primary cybersecurity oversight responsibility is shared by our board of directors and senior management. Our cybersecurity risk management program includes the following strategies for managing cybersecurity risks: | | | Risk Assessment Processes: We conduct regular risk assessments to proactively identify potential cybersecurity threats and vulnerabilities. These assessments involve thorough evaluations of our IT infrastructure, data systems, and processes to pinpoint areas of weakness. | | | | | | | | | | Proactive Security Measures: In addition to risk assessments, we employ proactive security measures to enhance our cyber defenses. These measures include the continuous monitoring of network activity, the implementation of access controls and encryption protocols, and the deployment of intrusion detection systems to swiftly detect and respond to any suspicious activities. | | | | | | | | | | Framework for Identifying and Mitigating Threats: We follow a framework for identifying and mitigating cybersecurity threats, which outlines procedures for threat detection, incident response, and risk mitigation. | | | | | | | | | | Employee Training and Awareness Programs: We provide training to our management and employees designed to equip employees with the knowledge and skills necessary to identify and respond to cybersecurity risks, tailored based on the persons roles within our organization. | | | | | | | | | | Technology and External Consultants: We use external consultants or other third-party experts and service providers, where considered appropriate, to assess, test, or otherwise assist with aspects of our cybersecurity controls. | | Over the past fiscal year, we have not identified risks from known cybersecurity threats that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, operating results, or financial condition. We will continue to monitor and assess our cybersecurity risk management program as well as invest in and seek to improve such systems and processes as appropriate. If we were to experience a material cybersecurity incident in the future, such incident may have a material adverse effect on our reputation, as well as our operations, business strategy, operating results, and financial condition. **Board Governance** Our board of directors is charged with overall oversight of our risk management, including our information technology and cybersecurity policies, procedures, and risk assessments. However, certain members of management are to report to our board of directors on information security matters as necessary, regarding any significant cybersecurity incidents, as well as any incidents with lesser impact potential. One of the key functions of our board of directors is informed oversight of our various processes for managing risk. An overall review of risk is inherent in our board of directors ongoing consideration of our long-term strategies, transactions and other matters presented to and discussed by the board of directors. This includes a discussion of the likelihood and potential magnitude of various risks, including cybersecurity risks, and any actions management has taken to limit, monitor or control those risks. **Item2. Properties** **** **Corporate Office** **** Our principal executive office is located at 1755 Telstar Drive, Suite 501, Colorado Springs, Colorado 80920. | 65 | | **Venue-Related Properties** Venu indirectly owns properties through certain of its subsidiaries or controlled entities. The table below summarizes Venus portfolio of real estate as of the date of this Annual Report, indicating which of subsidiaries or entities owns each property. Venu is also party to certain agreements by which it (directly or through a subsidiary) closed upon and acquired real estate in Broken Arrow, Oklahoma (related to the Sunset at Broken Arrow), McKinney, Texas (related to the Sunset at McKinney), and El Paso, Texas (related to the Sunset at El Paso). | Subsidiary Owner | | Size and Location | | Status and Operations | | | SHC | | 4.98 acres in Colorado Springs, CO | | Site where Roths, Brohans, and NHC operate; leased from SHC to each of Roths and NHC | | | Trust | | 9.41 acres in Colorado Springs, CO | | Site where Ford Amphitheater is located; leased to Sunset pursuant to a ground lease | | | NLRE | | 1.05 acres in Colorado Springs, CO | | Vacant land open for development next to Ford Amphitheater | | | HIA | | 1.5 acres in Colorado Springs, CO | | Site where BBST restaurant operates; leased from HIA to BBST | | | HIA | | 3.2 acres in Colorado Springs, CO | | Site where BBP indoor music hall operates; leased from HIA to BBP | | | GAHIA | | 1.7 acres in Gainesville, GA | | Site where BBP GA indoor music hall and BBST GA restaurant operate | | | MK | | 46 acres in McKinney, TX | | Site where The Sunset Amphitheater in McKinney is being constructed | | | BA | | 13 acres in Broken Arrow, OK | | Site where The Sunset Amphitheater in Broken Arrow is being constructed | | | EP | | 20 acres in El Paso, TX | | Site where The Sunset Amphitheater in El Paso is to be constructed | | | Centennial | | 6.4 acres in Centennial, CO | | Site where BBST restaurant and BBP concert and event venue in Centennial are to be constructed | | **Lease Obligations** Venu or its subsidiaries currently lease facilities as follows: | | | BBST CS LLC leases the property where BBST CO operates from HIA, a majority-owned subsidiary of Venu. The lease is structured as an NNN lease with annual rents of $441,190. Base rent increases by 10% every five years through rent escalators in the lease. The initial term of the lease is ten years with one, ten-year renewal option, which will give Venu the ability to extend the lease on identical terms and control the property for up to 20 years. | | | | | | | | | | BBP LLC leases the property where BBP CO operates from HIA. The lease is structured as an NNN lease with annual rents of $90,000, subject to specified rent adjustments every five years. The initial term of the lease is ten years with two, five-year renewal options, which will give Venu the ability to extend the lease on identical terms and control the property for up to 20 years. | | | | | | | | | | Roths Sea & Steak LLC and NHC LLC each lease the property where Roths, Brohans, and NHC operate from SHC, a majority-owned subsidiary of which Venu has full voting control. Each lease is structured as an NNN lease with aggregate annual rents under both leases equal to $2.0 million. Under each lease, base rent will increase by 10% every five years throughout the initial 20-year lease term. The tenant will have four, five-year renewal options to extend the lease on identical terms. | | | 66 | | | | | Venu leases its principal executive office in Colorado Springs, Colorado from a third party pursuant to a lease that was assumed from the prior tenant and expires on November 29, 2029. Annual rent payments are $230,698, increasing by 1.3% annually. | | | | | | | | | | BBST GA LLC and BBP GA LLC each lease the property where BBST GA and BBP GA operate from GA HIA, a controlled subsidiary. In each case, the initial term of the lease is ten years with four, five-year renewal options, which will give Venu the ability to extend the lease under identical terms and control the property for up to 30 years. For the first five years of the initial term of the lease, BBST GA LLC and BBP GA LLC must pay GA HIA an annual base rent of $641,410 and $191,590, respectively. | | | | | | | | | | Pursuant to a ground lease, The Sunset Amphitheater LLC leases the property on which Ford Amphitheater is operated from Notes CS I MT, LLC a wholly owned subsidiary of Venu (and the master tenant for that property). The ground lease is for a 25-year term and provides for annual base rent of $3,222,000 (subject to escalation) which is paid monthly. The ground lease is a triple net lease. The Sunset Amphitheater LLC is also a party to an operations lease with respect to this same property. That operations lease and a corresponding operations sublease is generally described above under the subheading Venus Subsidiaries and Properties. | | | | | | | | | | Pursuant to a ground lease, Notes Live Real Estate, LLC leases the parking lot on which the Ford Amphitheater is operated from a third-party. The ground lease is structured as an NNN lease with an option to re-purchase the parking lot within the first three years at a fixed price and annual base rent equal to $1,050,00. Base rent will increase by 2.5% every year throughout the 20-year lease term. | | **Public-Private Partnerships** For a description of the public-private partnerships that we have entered into in connection with the development of venues on our properties, see Business Venus Subsidiaries and Properties Public-Private Partnership Obligations in Item 1 above. **Item3. Legal Proceedings** From time to time, Venu may become a party to various disputes, legal proceedings, or governmental inquiries in the ordinary course of its business. On August 20, 2025, the Company and two of its subsidiaries received a subpoena duces tecum from the Oklahoma Division of Securities, compelling the production of documents related to any securities offerings in the State of Oklahoma. The ODS has not asserted any securities violations by the Company or its subsidiaries, and the Company is fully cooperating with the ODS. On January 21, 2026, certain of the Companys subsidiaries were named as defendants in a lawsuit filed in the El Paso County District Court of Colorado by plaintiffs seeking the abatement and permanent injunction of alleged unlawful noise pollution at Ford Amphitheater based on allegations that the venue emits unlawful noise pollution in violation of state law. The Company believes that the Ford Amphitheaters operations have complied with applicable laws, and the defendant subsidiaries intend to vigorously defend against all claims. The Company considers this lawsuit to be in the nature of ordinary routine litigation incidental to its business. Although the Company does not consider either of the above matters to be material legal proceedings, these matters and any other claims or legal proceedings could adversely impact the Companys business, reputation, operating results, and financial condition because of defense and settlement costs, diversion of resources, and other factors. Results of actual and potential litigation are inherently uncertain, and there can be no assurances that favorable outcomes will be obtained. **Item 4. Mine Safety Disclosures** Not applicable. | 67 | | **Part II** **Item5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities** Our Common Stock is listed on the NYSE American LLC under the symbol VENU. **Holders of Record** There were approximately 467 record holders of our Common Stock at March 18, 2026. The actual number of shareholders is greater than this number of record holders, and includes shareholders who are beneficial owners but whose shares are held in street name by brokers and other nominees. **Dividends** We do not currently intend to pay dividends on our Common Stock. The declaration, amount, and payment of any future dividends on shares of our Common Stock, if any, will be at the sole discretion of our Board, which may take into account general and economic conditions, our financial condition and results of operations, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions, the implications of the payment of dividends by us to our shareholders or by our subsidiaries to us, and any other factors that our Board may deem relevant. Although we do not anticipate paying dividends to the holders of our Common Stock in the foreseeable future, the satisfaction of dividend preferences of outstanding shares of our Preferred Stock reduces the amount of funds that would be available for the payment of dividends on shares of our Common Stock. Currently, we have an aggregate of 1,008 shares of Series B Preferred Stock outstanding, which we issued to an investor in June 2025 and January 2026. The holder of our outstanding shares of Series B Preferred Stock is entitled to receive cumulative, non-compounding dividends or distributions at an annual rate of 4% of the stated value of $15,000 per share of Series B Preferred Stock, subject to certain adjustments (the *Series B Dividends*). The Series B Dividends accrue without interest during two semi-annual dividend periods, accumulate, whether or not earned or declared, on each issued and outstanding share of Series B Preferred Stock from and including the original date of issuance of such share, and are payable semi-annually in arrears. The terms of the Series B Dividends are set forth in the Certificate of Designation, Preferences, and Rights of Series B 4% Convertible Preferred Stock. **Issuer Repurchases of Equity Securities** On October 27, 2025, the Company, through its wholly owned subsidiary NLRE, entered into a real estate purchase and sale agreement with a related party to convey the land owned by PPP in Colorado Springs, Colorado, used for Ford Amphitheater parking, for a purchase price of $14,000,000. As payment of the purchase price, the Company received $7,600,000 in cash and 476,190 shares of its Common Stock that the buyer (or an affiliate of the buyer) held, valued at $6,400,000 based on the average NYSE American LLC closing sale price of the Common Stock over the seven trading days preceding November 5, 2025, the closing date of the sale. The 476,190 shares of Common Stock were retired into treasury. **Unregistered Sales of Equity Securities** Except as set forth below, no securities were sold during or subsequent to the fiscal year ended December31, 2025 that were not registered under the Securities Act of 1933, as amended (the *Securities Act*), and were not previously disclosed in a Current Report on Form 8-K or a Quarterly Report on Form 10-Q filed by the Company with the SEC. On February 3, 2026, the Company issued a promissory note in the principal amount of $7,758,975.38, which has a maturity date of February 1, 2026. Interest accrues on the note at a rate of 4.5% per annum on the outstanding principal balance, provided that interest for the initial six-month period is fixed at $29,096.16 per month and payable on August1, 2026, and interest thereafter accrues at such rate and is payable on the maturity date. The Company, at its option, has the right, at any time and from time to time, to repay all or any portion of the note in shares of Common Stock rather than cash. The number of shares of Common Stock to be delivered in satisfaction of the Companys payment obligations under the note would be determined by a quotient with the numerator equal to the amount of principal and interest of the note being satisfied on the applicable payment date and the denominator equal to the average closing sale price of the Companys Common Stock on the NYSE American LLC over the ten trading days preceding the applicable payment date and with any fractional shares resulting from such calculation to be rounded up to the nearest whole share. | 68 | | In each transaction in which we relied on Section 4(a)(2) of the Securities Act and/or Rule 506(b) promulgated thereunder, we did not engage in any general solicitation or advertising, and we offered the securities to a limited number of persons with whom we had pre-existing relationships. We exercised reasonable care to ensure that the purchasers of securities were not underwriters within the meaning of the Securities Act, including making reasonable inquiry prior to accepting any subscription, making written disclosure regarding the restricted nature of the securities, and placing a legend on the certificates representing the shares. In each case, the offerees were provided with a subscription agreement detailing the restrictions on transfer of the shares and eliciting their investment intent. Further, stop-transfer restrictions were placed with our transfer agent and a restrictive legend was placed on the certificate in connection with these offerings. In addition, sales in the transactions exempt under Rule 506(b) were made exclusively to what the Company reasonably believed were accredited investors as defined in Rule 501 of the Securities Act. The recipients of securities in each of these transactions acquired the securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof. In cases where we relied on Rule 506(c) promulgated under the Securities Act, we received information and documentation sufficient to verify that each investor qualified as an accredited investor. No underwriters were involved in the above transactions. **Other Information** Information relating to compensation plans under which our Common Stock is authorized for issuance is set forth in Part III, Item 12 of this Annual Report on Form 10-K. **Item 6. Reserved** **Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations** **** *You should read the following discussion and analysis of Venus financial condition and results of operations together with our audited consolidated financial statements as of and for the fiscal years ended December 31, 2025 and 2024, together with the related notes thereto. Some of the information contained in this discussion and analysis or set forth in the notes to our financial statements, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Please see the section entitled Cautionary Note Regarding Forward-Looking Statements. Forward-looking statements may be identified by words such as anticipate, estimate, plan, project, continuing, ongoing, expect, believe, intend, may, will, should, could, and similar expressions. Future operating results, however, are impossible to predict, and no guarantee or warranty is to be inferred from those forward-looking statements.* **MD&A Overview** This section presents managements perspective on the financial condition and results of operations of Venu Holding Corporation. Unless otherwise noted, for purposes of this section, the terms we, us, our, Company, and Venu refer to Venu Holding Corporation and its consolidated subsidiaries. The following discussion and analysis (this *MD&A*) is intended to highlight and supplement data and information presented elsewhere in this Annual Report and should be read in conjunction with our audited consolidated financial statements as of and for the fiscal years ended December 31, 2025 and 2024, together with the related notes thereto. Results for any period or year should not be construed as an inference of what our results would be for any full fiscal year or future period. This MD&A is also intended to provide you with information that will facilitate your understanding of our consolidated financial statements, the changes in key items in those consolidated financial statements from year to year, and the primary factors that accounted for those changes. To the extent that this MD&A describes prior performance, the descriptions relate only to the periods listed, which may not be indicative of our future financial outcomes. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties, and assumptions that could cause results to differ materially from managements expectations. Factors that could cause such differences are discussed in the sections entitled Cautionary Note Regarding Forward-Looking Statements in this Annual Report and Risk Factors in our Annual Report. Our MD&A is organized as follows: | | | Business Overview Discussion of our business plan and strategy in order to provide context for the remainder of this MD&A. | | | | | | | | | | Consolidated Results of Operations Analysis of our financial results comparing the years ended December31, 2025 to December 31, 2024. | | | | | Liquidity and Capital Resources Analysis of changes in our cash flows, and discussion of our financial condition and potential sources of liquidity. | | | | | | | | | | Significant Accounting Policies and Use of Estimates Accounting policies that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results and forecasts. | | | 69 | | **Business Overview** **Business** Venu is a Colorado-based hospitality and entertainment corporation that develops, builds, owns, and operates luxury, live-entertainment venue campuses, which consist of music halls, multi-seasonal amphitheaters, restaurants, and bars. As a growing entertainment and hospitality company, we continue to expand our portfolio of indoor and outdoor music venues and entertainment campuses where music, dining, and luxury converge in strategically selected markets. **Key Milestones and Recent Developments** Our operations to date have enabled us to achieve growth and various milestones including: | | | March 2017: Venu was founded as Bourbon Brothers Restaurants, LLC, which converted into Notes Live, Inc. in April 2022 and changed its name to Venu Holding Corporation in September 2024. | | | | | | | | | | April 2017: Venu opened Bourbon Brothers Smokehouse & Tavern, in Colorado Springs, Colorado. | | | | | | | | | | March 2019: Venu opened its first live-entertainment, indoor music hall in Colorado Springs, Colorado, now known as Phil Long Music Hall at Bourbon Brothers. | | | | | | | | | | June 2023: Venu entered into an operating agreement with AEG Presents with respect to the operation of Ford Amphitheater, which Venu opened in August 2024. | | | | | | | | | | June 2023: Venu opened its second Bourbon Brothers venue and its second BBST restaurant in Gainesville, Georgia. | | | | | October 2023: Venu entered into an Economic Development Agreement with the City of Broken Arrow, Oklahoma, pursuant to which the parties are forming a public-private partnership and intend to open The Sunset BA, a 12,500-capacity amphitheater. | | | | | | | | | | April 2024: Venu and the City of McKinney, Texas, together with the McKinney Economic Development Corporation and the McKinney Community Development Corporation, entered into a Chapter 380, Grant, and Development Agreement, pursuant to which Venu will develop The Sunset McKinney. The Chapter 380, Grant, and Development Agreement was amended in October and December 2024. | | | | | | | | | | June and July 2024: Venu and the City of El Paso, Texas formed a public-private partnership by entering into a Purchase and Sale Agreement in June 2024 and a Chapter 380 Economic Development Program Agreement in July 2024. Pursuant to the agreements, Venu is acquiring approximately 17 acres of land from the City of El Paso where it will construct and manage The Sunset El Paso, a 12,500-person amphitheater. | | | | | | | | | | August 2024: Venu opened its first amphitheater, Ford Amphitheater, in Colorado Springs, Colorado, and began hosting live concerts and events at the venue. | | | | | | | | | | September 2024: Venu legally changed its name from Notes Live, Inc. to Venu Holding Corporation. | | | | | | | | | | November 2024: Venu closed on the initial public offering of its Common Stock, generating net proceeds to the Company of approximately $12.3 million, and, in connection therewith, the Companys Common Stock was listed on the NYSE American. | | | | | | | | | | January 2025: Venu and the City of McKinney, Texas, together with the McKinney Economic Development Corporation, closed on its purchase of an approximately 46-acre tract of land where it is developing The Sunset McKinney. | | | | | | | | | | February 2025:Venu launched a multi-season venue configuration model, enabling potential year-round operations across upcoming and future amphitheaters in McKinney, TX; El Paso, TX; Webster, TX; and Broken Arrow, OK, which are intended to expand potential new revenue and margin opportunities. | | | 70 | | | | | June 2025: Venu awarded Aramark Sports + Entertainment the contracts for food & beverage concessions, artist and branded venue retail, and facilities management, including custodial and grounds maintenance, cleaning, and engineering services. The multi-venue agreement, will be implemented across three of the Companys flagship amphitheaters: The Sunset BA in Broken Arrow, Oklahoma; The Sunset McKinney, powered by EIGHT Beer in McKinney, Texas; and Ford Amphitheater in Colorado Springs, Colorado, where Aramark and Venu will expand upon their existing relationship. | | | | | | | | | | June 2025: Venu broke ground on The Sunset McKinney in McKinney, Texas. | | | | | | | | | | November 2025:Venu, through its wholly owned subsidiary NLRE, closed on a sale-leaseback transaction on November 5, 2025 with a related party to convey the land owned by PPP that is used for parking at Ford Amphitheater and concurrently lease the property back for a 20-year term under a triple-net lease structure with an option to re-purchase the property within the first three years of the closing date of the sale. | | | | | | | | | | November 2025:Venu opened its first fine-dining restaurant and bar and lounge, Roths Sea & Steak and Brohans, on November 8, 2025, in Colorado Springs, Colorado. | | | | | | | | | | November 2025:Venu broke ground on The Sunset El Paso in El Paso, Texas. | | | | | | | | | | December 2025: Venu entered into an Operator Agreement with Live Nation Worldwide, Inc. on December 10, 2025 in connection with The Sunset McKinney being developed in McKinney, Texas. | | | | | | | | | | January 2026: Venu awarded Aramark Sports + Entertainment the contracts for certain food, beverage, catering, concession, retail, custodial, grounds, and facility maintenance services to be provided at two additional Sunset Amphitheater locations to be constructed in El Paso, Texas and the greater Houston, Texas area. | | | | | | | | | | February 2026: Venu closed on the purchase of land on which BBST and BBP venues will be constructed in Centennial, Colorado. | | **Venue Ownership** Venu primarily generates revenue through restaurant operations, event rentals, and hosting concerts and events. Our business involves developing, owning, and operating the following types of venues and entertainment spaces: *Music Halls* Music halls are indoor, intimate music and event venues that can accommodate up to approximately 1,400 guests. This venue category includes our *Bourbon Brothers Presents* venues, which are designed to host approximately 1,400 concertgoers at general admission concerts featuring national-touring artists or to seat between 500 and 700 guests at more intimate events such as concerts featuring tribute bands or dueling pianos, corporate functions, or weddings. Our BBP music halls can be transitioned from one configuration to the next. This operational flexibility is intended to maximize our event-rental opportunities by expanding the types of events we can host while minimizing the time it takes to stage one event to the next, allowing us, for example, to host a concert one night and a wedding the following afternoon. Amphitheaters Amphitheaters are venues that accommodate between 8,000 and 20,000 concertgoers. Amphitheaters are designed with special acoustics, premium seat packages, and luxurious suites intended to amplify guests music and entertainment experiences. Our first amphitheater venue was the Ford Amphitheater in Colorado Springs, Colorado, which is an open-air, 8,000-person venue. In addition to lawn and stadium-style seating that allows us to offer tickets at an array of price points, Ford Amphitheater has Luxe FireSuites that deliver premium hospitality and a more luxurious, personalized concert experience. Ford Amphitheater, which opened in August 2024, is designed with 92 VIP Luxe FireSuites , accommodating a total of 736 VIP guests. Ford Amphitheater primarily hosts concerts from April through October each year. The amphitheaters planned for development in Oklahoma and Texas will also have Luxe FireSuites and will host multi-seasonal events. | 71 | | *Restaurants* Bourbon Brothers Smokehouse & Tavern is Venus flagship, full-service restaurant concept. BBST serves American classics and Southern staples out of a scratch kitchen, accompanied by a selection of rare bourbons, ryes, whiskies, and local craft beers. Venu develops its BBST restaurants and BBP music halls in close proximity to one another, which allows BBST to serve as the exclusive caterer for BBP events. *Fine Dining, Hospitality, and Entertainment Campuses* In June 2025, Venu opened Roths Sea & Steak, a fine-dining restaurant in a mixed-use development adjacent to Ford Amphitheater, for exterior concert seating. In November 2025, Venu opened the restaurant operations of Roths Sea & Steak. Framing either side of Roths will be two configurable hospitality spaces to be used for hosting corporate events, weddings, trade shows, conventions, and other events. Above Roths and in between the Notes Hospitality Collection spaces is a top-shelf bar and lounge called Brohans, which opened in November 2025 and offers unobstructed views of the surrounding area that Venu intends to monetize during marquee shows at Ford Amphitheater. The following table summarizes the types of venues we are operating or otherwise in development and / or planning to develop, describing each by venue type, location, expected opening date, and current status. | Venue Type | | Location | | Current Status* | | | Music Halls | | | | | | | BBP CO | | Colorado Springs, CO | | Opened in March 2019 | | | BBP GA | | Gainesville, GA | | Opened in June 2023 | | | BBP Centennial | | Centennial, CO | | Expected to open early to mid-2027** | | | | | | | | | | Multi-Seasonal Amphitheaters | | | | | | | Ford Amphitheater | | Colorado Springs, CO | | Opened in August 2024 | | | The Sunset BA | | Broken Arrow, OK | | Expected to open in Fall 2026 | | | The Sunset McKinney | | McKinney, TX | | Expected to open in Q1 2027 | | | The Sunset El Paso | | El Paso, TX | | Expected to open in Fall 2027 | | | The Sunset Houston | | Greater Houston area, TX | | Expected to open in Fall 2027 or early 2028*** | | | Restaurants | | | | | | | BBST CO | | Colorado Springs, CO | | Opened in April 2017 | | | BBST GA | | Gainesville, GA | | Opened in June 2023 | | | BBST Centennial | | Centennial, CO | | Expected to open early to mid-2027** | | | | | | | | | | Fine Dining & Hospitality Collection | | | | | | | Notes Hospitality Collection | | Colorado Springs, CO | | Opened in June 2025 | | | Roths Sea Steak | | Colorado Springs, CO | | Opened in November 2025 | | | | | | | | | | Bars | | | | | | | Brohans | | Colorado Springs, CO | | Opened in November 2025 | | | * | Projected opening dates are based on Venus best estimates but are subject to change. | | | | | | | ** | Venu is under contract to purchase and refurbish a music hall in the Denver metropolitan area. | | | | | | | *** | Venu has entered into a term sheet with the City of Webster and the Webster Economic Development Corporation with respect to the development of amphitheater in the City of Webster. The parties are negotiating a development agreement. | | | 72 | | **Business Segment** Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. Our chief operating decision maker assesses our operations and manages the business in one segment. The net operating loss for December 31, 2025 and 2024, was $46.1 million and $27.4 million, respectively. In November 2023, the Financial Accounting Standards Board (*FASB*) issued Accounting Standards Update (*ASU*) 2023-07, *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures*(*ASU 2023-07*).ASU 2023-07is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024, and requires single reporting entities to comply with the expanded reportable segment disclosures outlined in the ASU. The expanded reportable segment disclosures are intended to enhance certain disclosures surrounding significant segment expenses. The Company reports its segment information to reflect the manner in which the chief operating decision maker (the *CODM*) reviews and assesses performance. The Companys Chief Executive Officer, President and Chief Operating Officer have joint responsibility as the CODM and review and assess the performance of the Company as a whole. The primary financial measures used by the CODM to evaluate performance and allocate resources are net income (loss) and operating income (loss). The CODM uses net income (loss) and operating income (loss) to evaluate the performance of the Companys ongoing operations and as part of the Companys internal planning and forecasting processes. Information on net income (loss) and operating income (loss) is disclosed in the Consolidated Statements of Operations. Segment expenses and other segment items are provided to the CODM on the same basis as disclosed in the Consolidated Statements of Operations. The CODM does not evaluate performance or allocate resources based on segment assets, and therefore such information is not presented in the notes to the financial statements. As the Company is a single-segment business, the adoption of this new standard did not have a material effect on the Companys financial statements. We consider our restaurant and event center operations as similar, in close proximity, and have aggregated them into a single reportable segment. Revenue from our customers is primarily derived from food and beverage (*F&B*) services (our *Restaurant Operations*) with a portion being served contemporaneously with live entertainment during the events and concerts that we promote and host (our *Event Operations*) at the event center and amphitheaters, in addition to the revenues generated by venue rentals and sponsorships at the event centers and amphitheaters. *Event Operations.*The Event Operations portion of our business involves the promotion of live music and events in our owned or operated venues, the operation and management of our venues, the creation of content from concerts and events hosted in our venues, and the provision of management and other services to artists. In 2023, we promoted and held 231 live music and other events at our two music halls, BBP CO, operating in Colorado Springs, Colorado, and BBP GA, which opened in June 2023 and operates in Gainesville, Georgia. In 2024, we promoted and held 101 events at BBP CO, 138 events at BBP GA, and 201 events at Notes Eatery, Venus newest live music and restaurant concept, which originally opened as Notes bar before expanding to the full restaurant, Notes Eatery, in May 2024. In 2025, we promoted and held 98 events at BBP CO, 129 events at BBP GA, and 16 events at Notes Eatery prior to its closure on July 18, 2025. Our Event Operations business generated $4,912,513 or 27% of our total revenue during 2025, and $5,346,120 or 30%, of our total revenue during 2024. The 8% decrease of $433,607 in revenue generated from 2024 to 2025 was primarily attributable to weaker venue rentals at BBP CO in 2025. Within our Events Operations, we generate revenues through: (i) ticket sales and fees on tickets sold directly by us or through the ticketing business that we contract with for our events; (ii) fees collected on tickets sold by other third-party platforms, such as convenience and order-processing fees and service charges; (iii) venue rentals, which occur for a variety of corporate and personal events; (iv) pre-selling naming rights to our live-entertainment venues by partnering with industry-leading brands under naming-rights agreements; and (v) sponsorship sales, which allow brands to advertise at our venues by showcasing their names and logos on a variety of sponsorship inventory curated for each of our venues and at each event we promote and host. | 73 | | *Restaurant Operations.*Revenues generated through restaurant operations included F&B sales at our BBST restaurants, Roths Sea & Steak, and Notes bar (known as Notes Eatery). F&B sales include all revenues recognized with respect to stand-alone F&B sales, along with F&B sales at BBP CO and BBP GA. Our Restaurant Operations business generated $9,773,696, or 55%, of our total revenue during 2025 with Roths Sea & Steak opening November of 2025. In 2024, our Restaurant Operations business generated $10,828,972, or 61% of our total revenue. The 10% decrease of $1,055,276 in revenue generated from Restaurant Operations from 2024 to 2025 was primarily due to the closure of the Notes Eatery restaurant in Colorado in July 2025 and softer overall F&B sales at BBST CO. *Amphitheater Operations*. The Amphitheater Operations began generating revenue in the third quarter of 2024 with the opening of Ford Amphitheater. Through a subsidiary, we have entered into an agreement with AEG Presents-Rocky Mountains, LLC, a subsidiary of the Anschutz Entertainment Group and a major music and entertainment events presenter, to operate Ford Amphitheater in Colorado Springs, Colorado. Within our Amphitheater Operations, we pre-sell naming rights to our amphitheater by partnering with industry-leading brands under naming-rights agreements. At the Ford Amphitheater, we generate net profits that are split with AEG Presents through: (i) ticket sales, fees, and rebates on tickets for concerts and events held at Ford Amphitheater; (ii) parking fees; (iii) venue rentals, which may occur for a variety of corporate and personal events; (iv) food and beverage sold at the shows and events; and (v) sponsorship sales, which allow brands to advertise at our venue by showcasing their names and logos on a variety of sponsorship inventory curated for the venue and at each event we promote and host, all of which are offset by operating expenses, artist expenses, supplies, security, utilities, insurance, overhead, and other operating costs within our net amphitheater revenue recognition from AEG Presents. For future amphitheater locations we expect to open, we anticipate entering into contractual arrangements with third-party operators having terms similar to those in our agreement with AEG Presents. Our Amphitheater Operations generated net profits over a full season of 28 shows of $3,210,837 or 18% of our total revenue during 2025. In 2024, our Amphitheater Operations generated net profits over a partial season of 20 shows of $1,659,291, or 9% of our total revenue during 2024. The 94% increase of $1,551,546 in revenue generated from Amphitheater Operations is primarily due to Ford Amphitheater being open for a full concert season from April to October in 2025 compared to only being open from August to October in 2024, and increased sponsorships received. The Company anticipates this amphitheater revenue to continue to grow in 2026 as the Ford Amphitheater is expected to grow its number of shows and average ticket price per show sold per show year over year. **Financial** *Private Equity Offerings* Since our formation in 2017, we have funded our operations, in part, through proceeds from private sales of our equity and debt securities. We anticipate raising additional cash through the private sales of membership interests in certain of our subsidiary entities (including interests in our Luxe FireSuites) at our amphitheater locations, collaborative arrangements such as owners clubs, or a combination thereof, to continue to fund our construction of venues. There is no assurance that any such collaborative arrangement will be entered into or that financing will be available to us when needed in order to allow us to continue our operations, or if available, on terms acceptable to us. If we do not raise sufficient funds in a timely manner, we may be forced to curtail operations or revise the timeline of our business plan. *Initial Public Offering* In November 2024, we completed our initial public offering (the *Offering*) of 1,200,000 shares Common Stock at a public offering price of $10.00 per share, generating gross proceeds of $12,000,000. We also granted the underwriters a 45-day option to purchase up to 180,000 additional shares of Common Stock on the same terms and conditions for the purpose of covering any over-allotments in connection with the Offering, which the underwriters exercised on November 29, 2024. We received net proceeds of approximately $12.3 million from the Offering, after deducting underwriting discounts and commissions and other offering expenses. *Registered Equity Offerings* ** On August 26, 2025, we completed a public offering of 2,500,000 shares of the Common Stock, at a price to the public of $12.00 per share, generating gross proceeds of $30,000,000. We also granted the underwriters a 45-day option to purchase up to 375,000 additional shares of Common Stock, representing 15% of the shares of Common Stock sold in the offering, on the same terms and conditions for the purpose of covering any over-allotments in connection with the Offering. The underwriters exercised this option in full on August 27, 2026 to purchase 375,000 additional shares of Common Stock. We received net proceeds of approximately $32.0 million, after deducting the underwriting discounts and commissions and other offering expenses. On March 8, 2026, we completed a public offering of 14,340,000 shares of Common Stock, and pre-funded warrants to purchase up to 4,410,000 shares of Common Stock (*Pre-Funded Warrants*), in lieu of shares of Common Stock, in each case together with accompanying warrants to purchase up to 18,750,000 shares of Common Stock (*Common Warrants*). The aggregate public offering price for each share of Common Stock, together with one Common Warrant, is $4.00. The aggregate public offering price for each Pre-Funded Warrant, together with one Common Warrant, is $3.999. The closing of the offering took place on March 10, 2026. We also granted the underwriters a 45-day option to purchase up to an additional 2,812,500 shares of Common Stock and/or 2,812,500 Pre-Funded Warrants and/or 2,812,500 Common Warrants to cover any over-allotments in connection with the offering. On March 9, 2026, the underwriters partially exercised the over-allotment option to purchase 2,812,500 Common Warrants at a purchase price of $0.0093 per Common Warrant. We received net proceeds of approximately $69.8 million, after deducting the underwriting discounts and commissions and other offering expenses. | 74 | | **Overview of Year-to-Year Financial Comparison** For the years ended December 31, 2025 and 2024: | | | We generated total revenue of $17,897,046 and $17,834,383, respectively, representing year-over-year growth of $62,663 or approximately 0.3%; | | | | | | | | | | We had a net loss of $50,781,223 and $32,948,973, respectively, representing a year-over-year increase in net loss of $17,832,249 or approximately 54%; | | | | | | | | | | Our net cash provided by operating activities was $7,649,200 and $3,757,717, respectively, representing year-over-year increase in cash provided by operating activities of $3,891,483 or approximately 104%; | | | | | | | | | | Our net cash used in investing activities was $(133,432,522) and $(72,409,565), respectively, representing year-over-year increase in cash used in investing activities of $61,022,957 or approximately 84%; and | | | | | | | | | | Our net cash provided by financing activities was $129,120,226 and $86,420,198, respectively, representing year-over-year increase in cash provided by financing activities of $42,700,028 or approximately 49%. | | **Consolidated Results of Operations** **Comparison of the Years Ended December 31, 2025 and 2024** Our results of operations have varied significantly from year to year and may vary significantly in the future. The following table sets forth our results of operations for the years ended December 31, 2025 and 2024, respectively. Ford Amphitheater in Colorado Springs opened August 9, 2024. A fine-dining restaurant, Roths Sea & Steak, and a rooftop bar, Brohans, opened for restaurant and bar operations in November 2025, and premier event rental space and suites known as Notes Hospitality Collection surrounding that development opened in June 2025. Roths opened for exterior concert seating in June 2025, which, along with seating from Notes Hospitality Collection, opened an additional 1,200 seats for viewing concerts at Ford Amphitheater. Even though this amphitheater had a shortened 2024 season, it positively impacted Venus financial performance in 2024. | | | For the years ended | | | | | | | | | | | | December 31, | | | | | | | | | | | | 2025 | | | 2024 | | | $ Change | | | % Change | | | | Revenues | | | | | | | | | | | | | | | Restaurant including food and beverage revenue, net | | $ | 9,773,696 | | | $ | 10,828,972 | | | $ | (1,055,276 | ) | | | -10 | % | | | Event center ticket and fees revenue, net | | | 6,045,286 | | | | 4,648,478 | | | | 1,396,808 | | | | 30 | % | | | Rental and sponsorship revenue, net | | | 2,078,064 | | | | 2,356,933 | | | | (278,869 | ) | | | -12 | % | | | Total revenues, net | | $ | 17,897,046 | | | $ | 17,834,383 | | | $ | 62,663 | | | | 0 | % | | | Operating costs | | | | | | | | | | | | | | | | | | | Food and beverage | | | 2,379,204 | | | | 2,409,133 | | | | (29,929 | ) | | | -1 | % | | | Event center | | | 3,575,159 | | | | 2,554,606 | | | | 1,020,553 | | | | 40 | % | | | Labor | | | 4,658,088 | | | | 4,383,505 | | | | 274,583 | | | | 6 | % | | | Rent | | | 1,838,238 | | | | 1,361,787 | | | | 476,451 | | | | 35 | % | | | General and administrative | | | 36,954,414 | | | | 18,832,115 | | | | 18,122,299 | | | | 96 | % | | | Equity compensation | | | 15,345,687 | | | | 12,015,133 | | | | 3,330,554 | | | | 28 | % | | | Depreciation and amortization | | | 6,177,692 | | | | 3,656,229 | | | | 2,521,463 | | | | 69 | % | | | Total operating costs | | $ | 70,928,482 | | | $ | 45,212,508 | | | $ | 25,715,974 | | | | 57 | % | | | | | | | | | | | | | | | | | | | | | | Gain on sale of property ($6,608,315 gain from related party transaction) | | | 6,896,983 | | | | - | | | | 6,896,983 | | | | 100 | % | | | | | | | | | | | | | | | | | | | | | | Loss from operations | | $ | (46,134,453 | ) | | $ | (27,378,125 | ) | | $ | (18,756,328 | ) | | | 69 | % | | | | | | | | | | | | | | | | | | | | | | Other income (expense), net | | | | | | | | | | | | | | | | | | | Interest expense, net | | | (4,582,602 | ) | | | (3,201,230 | ) | | | (1,381,372 | ) | | | 43 | % | | | Other expense | | | (199,168 | ) | | | (2,500,006 | ) | | | 2,300,838 | | | | -92 | % | | | Other income | | | 135,000 | | | | 130,387 | | | | 4,613 | | | | 4 | % | | | Total other income (expense), net | | | (4,646,770 | ) | | | (5,570,849 | ) | | | 924,079 | | | | -17 | % | | | | | | | | | | | | | | | | | | | | | | Net loss | | $ | (50,781,223 | ) | | $ | (32,948,974 | ) | | $ | (17,832,249 | ) | | | 54 | % | | | | | | | | | | | | | | | | | | | | | | Net loss attributable to non-controlling interests | | | (6,687,501 | ) | | | (2,609,219 | ) | | | (4,078,282 | ) | | | 156 | % | | | Net loss attributable to Venu | | | (44,093,722 | ) | | | (30,339,755 | ) | | | (13,753,967 | ) | | | 45 | % | | | Preferred stock dividend | | | 223,875 | | | | - | | | | 223,875 | | | | 100 | % | | | Net loss attributable to common stockholders | | $ | (44,317,597 | ) | | $ | (30,339,755 | ) | | $ | (13,977,842 | ) | | | 46 | % | | **** **** | 75 | | **** **Revenue** Total revenues increased $62,663 during the year ended December 31, 2025, as compared to the prior year. As components of our single reportable business segment, revenues generated from our Event center ticket and fees component increased $1,396,808 during the year ended December 31, 2025, as compared to the prior year. With respect to the increase in revenue generated during 2025 compared to 2024, the increase was primarily attributable to the opening of Ford Amphitheater for a full concert season and holding 28 events from April to October in 2025 compared to only being open for a partial concert season and holding 20 events from August to October in 2024. This was the primary factor that contributed to the increase in our event center ticket and fee revenue during the 2025 period, as well as the increase in our sponsorship revenue through our sponsorship agreement for that venue. The opening of Notes Hospitality Collection in June 2025, which offers 1,200 additions to seating to view concerts and shows at Ford Amphitheater, also contributed to the increase in event center ticket and fee revenue during 2025, as well as the increase in our sponsorship revenue as we started recognizing the long-term licensing liability associated with prepaid club memberships for fire pit suites. **Operating Expenses** *Food and Beverage Costs.*Our F&B costs decreased $29,929 during the year ended December 31, 2025, as compared to the prior year. This was primarily driven by a decrease in sales volumes. ** *Event Center Costs.*The costs attributed to our event centers increased $1,020,553 during the year ended December 31, 2025, as compared to the prior year. This was primarily due to increase in talent costs of operating our BBP venues in Gainesville, Georgia and Colorado Springs, Colorado, increase in security and parking costs for opening of Ford Amphitheater for a full concert season. *Labor Costs.*Our labor costs increased $274,583 during the year ended December 31, 2025, as compared to the prior year, primarily due to increases in headcount and minimum wages. *Rent Costs.*Our rent costs increased $476,451 during the year ended December 31, 2025, as compared to the prior year, primarily due to increases in annual base rents, property taxes, and insurance expenses over several locations and an additional corporate leased space in McKinney, Texas and leased parking lot in Colorado Springs, Colorado. *General and administrative.*Our general and administrative expenses increased $18,122,299 during the year ended December 31, 2025 as compared to the prior year, representing approximately 70% of our increases in expenses during 2025 compared to 2024, due to the Companys expansion efforts into additional municipalities, pre-opening expenses for SHC, Roths Sea and Steak and Brohans, and increased sales of interests in our fire suites with increased associated costs. These expansion plans require increased travel, business development, staff recruitment and development of such staff, along with compensation, legal, auditing, tax, marketing, other professional services, and general working capital expenses. The Company anticipates these costs to continue to increase period over period as the Company expands its teams into new markets, continues construction of its entertainment campuses and anticipates growth of its balance sheet over the next several years. *Equity compensation*. Our equity compensation increased $3,330,554 during the year ended December 31, 2025 as compared to the prior year due to various equity awards granted during the period to employees, consultants and service providers, and 2.5 million options granted in January 2025 to the Chairman & CEO of Venu and a related party regarding their personal guaranty of the McKinney purchase of land. *Depreciation and Amortization Costs.*Our depreciation and amortization costs increased $2,521,463 during the year ended December 31, 2025 as compared to the prior year. Management primarily attributes our increase in depreciation and amortization costs during 2025 compared to 2024 to a significant increase in assets purchased in 2025 that did not receive depreciation in prior periods. | 76 | | ** *Gain on sale of property* ** The gain on sale of property related to a real estate purchase and sale agreement with a related party to convey the land owned used for parking by Sunset Operations, which yielded an approximate $6,600,000 net gain, and sale of land owned by 13141 BP of approximately $289,000. ** *Interest Expense, net* Our interest expense, net increased $1,381,372 during the year ended December 31, 2025 as compared to the prior year. The increase was primarily attributable to the issuance of convertible promissory notes in the first two quarters of 2025, additional borrowings on long-term debt and obligations owed to our triple net lease interest holders and related lease agreements in the second and third quarters of 2025, which increased interest expense and amortization of debt discount fees in 2025. *Other Expense* Other expense decreased $2,300,838 during the year ended December 31, 2025 as compared to the prior year. The decrease was primarily due to expenses that occurred in 2024 that were not present in 2025 that related to a financing expense the Company recognized on a convertible promissory note issued in January 2024 (being the note issued to KWO described in this Annual Report). *Other Income* Other income was consistent during the year ended December 31, 2025 as compared to the prior year. Roth Industries, LLC (*Roth Industries*), a related party, pays Venu licensing fees pursuant to a license granted by Venu to Roth Industries to use the trademark, tradename, and likeness of the Bourbon Brothers brand, which Venu exclusively owns, on packaged and prepared food products sold in retail grocery stores and other retail outlets where food products are sold. The licensing fee paid by Roth Industries to Venu is in the form of a royalty equal to $2,500 per week which did not change from 2024 to 2025. JW Roth, Venus Chairman, CEO, and founder and a principal shareholder of Venu, is also the founder and Chairman of Roth Industries and holds an approximate 16.4% membership interest in Roth Industries. Mitchell Roth, a director of Venu, is also the CEO and President of Roth Industries and holds an approximate 14.7% membership interest in Roth Industries. Additionally, Steve Cominsky, a director of Venu, is also a member of Roth Industries. Ms. Atkinson and Mr. Cominsky each own less than a 1% membership interest in Roth Industries. **Factors that May Influence Future Results of Operations** *Impact of Macroeconomic Conditions* We continue to monitor the impact of macroeconomic conditions, including inflationary pressure, potential for recession, instability of capital markets, consumer-spending habits, costs of goods, changes to fiscal and monetary policies, interest rate fluctuations, access to capital, the favorability of lending terms, prolonged supply-chain constraints, and geopolitical trends, on all aspects of our business, including how those factors may impact our operations, workforce, suppliers, ability to raise additional capital to fund operating and capital expenditures, sales, and profitability. The extent of the impact of these factors on our business will depend on future developments that are highly uncertain and cannot be confidently predicted at this time. To date, these factors have not had a material impact to our results of our operations or development efforts. However, if macroeconomic conditions deteriorate or there are unforeseen developments, our results of operations, financial condition, and cash flows may be adversely affected. | 77 | | *Inflation* We continue to monitor the impacts of inflation on our business and will continue to proactively seek cost-saving measures, negotiate with municipalities to purchase land without being burdened by increased borrowing costs and unfavorable lending terms. **Liquidity and Capital Resources** The Company has devoted substantially all of its efforts to developing its business plan to market expansion, growing its staff, raising capital, opening and operating our restaurants and event venues in Colorado and Georgia and planning venues in new markets, such as Oklahoma and Texas, and exploring additional markets, while closing on its initial public offering that closed on November 29, 2024. While our primary focus is building venues in these additional markets, its secondary focus is the development of venues in other prospective markets. While we undergo the construction of these venues during the remainder of 2025 and 2026 in Colorado, Oklahoma and Texas, we do not anticipate operational profits until we open and operate additional venues. We had an accumulated deficit of $91,454,930 and $47,361,208 as of December 31, 2025 and 2024, respectively, and generated cash flows provided by operations of $7,649,200 and $3,757,717 during the years ended December 31, 2025 and 2024, respectively. The Company believes the majority of net loss in the 2025 period was largely due to our efforts to continue to implement our business plan, grow our staff, raise capital, plan venues in new markets, such as Oklahoma and Texas, along with the issuance of equity-based compensation for non-cash financing purposes. In addition, the Company grew its property and equipment, net, to $305,947,277 as of December 31, 2025 compared to $137,215,936 as of December 31, 2024, which represents a year-over-year increase of $168,731,341 or 123%. The Company believes that cash on hand, the improved profitability over the next twelve months from the operating entities in Colorado Springs, Colorado and Gainesville, Georgia, along with full season of operations of Ford Amphitheater in 2026 will allow the Company to continue its business operations. The opening of Roths Sea & Steak in November 2025, with potential additional equity and debt financing over the next twelve months, including the issuance of shares of our Series B Preferred Stock and Common Stock will allow the Company to continue its business operations. However, there is no guarantee that the Company will be able to implement these plans as laid out above. On January 17, 2024, the Company entered into a convertible promissory note (the *Note*) with KWO, LLC (*KWO*), which accrues interest at 8.75% per annum, for draws to occur from March 2024 to May 2024. At any time during the period commencing June 1, 2024 and continuing until the date on which the Note is paid in full, KWO could convert the outstanding obligations under the Note into shares of the Companys Common Stock of equivalent value, and the shares would be deemed to have a fixed value of $10 per share. On June 3, 2025, KWO delivered a notice of its election to convert all amounts owed to KWO under the Note into shares of Common Stock. A total of 1,007,292 shares of Common Stock were delivered to KWO in full satisfaction of amounts owed to KWO under the Note. KWO released its security interest in the Companys real property assets that served as collateral for the loan. On April 30, 2024, the Company executed a term sheet with the City of El Paso, Texas, and then later in June 2024 and July 2024 entered into aChapter 380 Economic Development Program Agreement (the *Chapter 380 Agreement*), a Purchase and Sale Agreement, and related transaction documents (collectively, the *Definitive El Paso Agreements*).On May 13, 2025, the Company (through a wholly owned subsidiary) acquired an approximately 20-acre tract of land where it will develop The Sunset Amphitheater in El Paso, Texas pursuant to theDefinitive El Paso Agreements.Under the Definitive El Paso Agreements, the City of El Paso provided various incentives to the Company related to the development of The Sunset El Paso including contributing cash towards Venus development costs by issuing an eight-year, no-interest, forgivable loan to Venu (the *El Paso Loan*) in the principal amount of $8,000,000 funded by the Texas Economic Development Fund. If the Company completes construction of The Sunset El Paso within 36 months from the date Venu receives all government authorizations required to develop and construct the amphitheater (such process, *Entitlement*) and hosts a minimum of 25 events per year at The Sunset El Paso in years 3-5 of the rebate period, the El Paso Loan will be forgiven. | 78 | | On May 27, 2025, for the purpose of funding the completion of a development adjacent to the Ford Amphitheater, the Company entered into Credit Agreement with Pueblo Bank & Trust, as lender (the *Lender*) for a draw down term loan (the *Construction Loan*). The Construction Loan accrues interest at 8.50% and has a term of seventy months, maturing on March 27, 2031 (the *Maturity Date*). Beginning on the closing date, and continuing until no later than May 27, 2026 (the *Draw Period*), assuming that there has not been an Event of Default (as defined in the Credit Agreement) and that the Company has complied with all requirements under the documents and agreements governing the Construction Loan, the Company may from time-to-time request advances under the Construction Loan not to exceed an aggregate amount of $6.0 million. Obligations under the Construction Loan are secured under, and by, a deed of trust, various assets of the Company pledged pursuant to a security agreement, together with an assignment of leases and rents, and personal guaranties extended by certain Company affiliates. The balances at December 31, 2025 and 2024 were $5,937,119 and $0, respectively. This mortgage is collateralized by the SHC land and buildings. This mortgage is personally guaranteed by JW Roth, the Companys Chairman and CEO. During the year ended December 31, 2025, the Company issued a series of convertible promissory notes having the same terms: | | The Company issued a $6,000,000 principal amount convertible promissory note on February 28, 2025, with a maturity date three years from the date of issuance. The interest rate is 12% per annum and paid quarterly in cash or shares of the Companys Common Stock at the conversion price. The conversion price is 100% of the average daily closing sale price of the Companys Common Stock during the 10 consecutive trading days immediately prior to the applicable payment date. The lender also issued a warrant that is exercisable to acquire 300,000 shares of Common Stock at an exercise price of $12.50 per share. | | | | On April 4, 2025, the Company issued two convertible promissory notes having an aggregate principal amount of $6,000,000, with a maturity date three years from the date of issuance. The interest rate is 12% per annum and paid quarterly in cash or shares of the Companys Common Stock at the conversion price. The conversion price is 100% of the average daily closing sale price of the Companys Common Stock during the 10 consecutive trading days immediately prior to the applicable payment date. The lenders were issued warrants that, in the aggregate, are exercisable to acquire 300,000 shares of Common Stock at an exercise price of $12.50 per share. | | | | On May 6, 2025, the Company issued two convertible promissory notes having an aggregate principal amount of $6,000,000, with a maturity date three years from the date of issuance. The interest rate is 12% per annum and paid quarterly in cash or shares of the Companys Common Stock at the conversion price. The conversion price is 100% of the average daily closing sale price of the Companys Common Stock during the 10 consecutive trading days immediately prior to the applicable payment date. The lenders were issued warrants that, in the aggregate, are exercisable to acquire 300,000 shares of Common Stock at an exercise price of $12.50 per share. | | On June 22, 2025, the Company issued 1,542,367 shares of Common Stock in full satisfaction of $15,000,000 principal and $423,667 accrued interest, representing a conversion price of $10 per share of Common Stock, due under certain convertible promissory notes. On July 22, 2025, the Company issued 103,667 shares of Common Stock upon conversion of a secured promissory note to satisfy 50% of the outstanding obligations owed thereunder. As of December 31, 2025, a total of $2,000,000 in principal amount of these convertible promissory notes remained outstanding. On February 3, 2026, the Company entered into an Assignment of Purchase and Sale Agreement with Hall at Centennial LLC, a subsidiary of the Company (*Hall at Centennial*), and Old Mill, LLC (*Old Mill*), which is partially owned by a Board member of the Company. Following such assignment, on February 3, 2026, Hall at Centennial closed on the purchase of land in Centennial, Colorado (the *Centennial Property*) from Old Mill pursuant to the Purchase and Sale Agreement. The purchase price of approximately $12,612,000 for the Centennial Property was paid through a combination of cash and a promissory note in the principal amount of approximately $7,758,000, bearing interest at 4.5% per annum, made by the Company in favor of Old Mill. In connection with the closing of the acquisition, Hall at Centennial also entered into a bridge loan (the *Loan*) evidenced by a promissory note in the principal amount of $4,350,000, which bears interest at 7.75% per annum and matures in early May 2026. The proceeds of the Loan were used to satisfy the cash closing delivery obligation for the acquisition of the Centennial Property (as well as to pay off Old Mills existing loan secured by the Centennial Property and certain outstanding taxes). The Loan is secured by a Deed of Trust on the Centennial Property that grants the lender a first-priority lien. The Loan is also guaranteed by the Company and personally guaranteed by JW Roth, the Companys Chairman and CEO. On March 11, 2026, the principal amount of the bridge loan in the amount of $4,350,000, including accrued but unpaid interest, was fully repaid. | 79 | | **Cash Flows** The following information reflects cash flows for the years presented: | | | Years Ended December 31, | | | | | | 2025 | | | 2024 | | | | Cash and cash equivalents at beginning of year | | $ | 37,969,454 | | | $ | 20,201,104 | | | | Net cash provided by operating activities | | | 7,649,200 | | | | 3,757,717 | | | | Net cash used in investing activities | | | (133,432,522 | ) | | | (72,409,565 | ) | | | Net cash provided by financing activities | | | 129,120,226 | | | | 86,420,198 | | | | Cash and cash equivalents at end of year | | $ | 41,306,358 | | | $ | 37,969,454 | | | *Net Cash Provided by Operating Activities* Net cash provided by operating activities was $7,649,200 and $3,757,717 during the years ended December 31, 2025 and 2024, respectively. The increase of $3,891,483 in cash provided during 2025 compared to 2024 was primarily attributable to theincreases in equity based compensation, accounts payable, accrued expenses, and deferred revenue. *Net Cash Used in Investing Activities* Net cash used in investing activities was $133,432,522 and $72,409,565 during the years ended December 31, 2025 and 2024, respectively. The increase of $61,022,957 in cash used during 2025 compared to 2024 was primarily attributable to the increase in the purchase of property and equipment and investment in EIGHT Brewing, which were offset by proceeds from the sale of 13141 BP and the PPP lot and improvements. *Net Cash Provided by Financing Activities* Net cash provided by financing activities was $129,120,226 and $86,420,198 during the years ended December 31, 2025 and 2024, respectively. The increase of $42,700,028 in cash provided during 2025 compared to 2024 was primarily attributable to the receipt of convertible promissory notes, proceeds from sale of Luxe FireSuites, issuance of contingently redeemable convertible cumulative Series B Preferred Stock and sale of subsidiary equity, which were offset by decreases in proceeds from municipality promissory note and issuance of shares of Common Stock in the IPO issued. **Significant Accounting Policies and Use of Estimates** The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make significant judgments and estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Management bases these significant judgments and estimates on historical experience and other assumptions it believes to be reasonable based on information presently available. Actual results could differ from those estimates under different assumptions, judgments, or conditions. Significant estimates made by management include, but are not limited to: economic lives of leased assets; impairment assessment of long-lived assets; depreciable lives of property, plant, and equipment; useful lives of intangible assets; accruals for contingencies including tax contingencies; valuation allowances for deferred income-tax assets; estimates of fair value of identifiable assets and liabilities acquired in business combinations; and estimates of fair value used in the private stock valuations used for equity-based compensation and warrants. We consider the following accounting policies to be critical because of their complexity and the high degree of judgment involved in maintaining them. **** **Revenue Recognition** We recognize revenue in accordance with the Financial Accounting Standards Board Accounting Standards Codification (*ASC*) 606, *Revenue from Contracts with Customers*, which requires us to allocate the transaction price received from our customers to separate and distinct performance obligations and to recognize revenue upon the satisfaction of our performance obligations. We recognize revenue from our sale to customers of F&B products at our restaurants when the F&B products are transferred to the customer. We recognize revenue from the rental of our venues and from tickets and related fees for concerts or shows performed at our venues when the event, concert, or show occurs. We recognize naming rights and sponsorship revenue over the life of the naming rights and sponsorship agreements. | 80 | | We record amounts collected prior to the event as deferred revenue until the event occurs. We record amounts collected from our sponsorship agreements, which do not relate to a single event, as deferred revenue and recognize those amounts over the term of the agreements as the sponsorship benefits are provided to our sponsors. As of December31, 2025 and 2024, our deferred revenue totaled $1,542,564 and $1,528,159, respectively. The Company contracted with AEG Presents, a subsidiary of AEG and a major music and entertainment events presenter, to operate Ford Amphitheater in Colorado Springs, Colorado, which opened in August 2024. Within our Amphitheater Operations, we pre-sell naming rights to our amphitheater by partnering with industry-leading brands under naming-rights agreements. We generate net profits that are split with AEG Presents through: (i) ticket sales, fees and rebates on tickets for concerts and events held at Ford Amphitheater; (ii) parking fees; (iii) venue rentals, which may occur for a variety of corporate and personal events; (iv) food and beverage sold at the shows and events; and (v) sponsorship sales, which allow brands to advertise at our venue by showcasing their names and logos on a variety of sponsorship inventory curated for the venue and at each event we promote and host, all of which are offset by operating expenses, artist expenses, supplies, security, utilities, insurance, overhead, etc. within our net amphitheater revenue recognition from AEG Presents. **Investments in Related Parties** We have non-controlling interest investments in related parties. We account for certain of our investments in related parties using a practical expedient to measure those investments that do not have a readily determinable fair value in accordance with ASC 321, *Investments Equity Securities*; ASC 325, *Investments Other*; ASC 810, *Consolidation*; and ASC 820, *Fair Value Measurement*. Our investments in related parties are initially recognized at cost, and any income or loss resulting from such investments are recognized on our Consolidated Statements of Operations, net of operating expenses. The carrying value of our related-party investments are assessed for indicators or impairment at each balance-sheet date, such that each investment is derecognized upon the sale or impairment of our interest in the investment. See Non-controlling Interest and Variable Interest Entities for further discussions of the entities that are majority-owned subsidiaries and variable interest entities. Investments for which the Company exercises significant influence but does not have control are accounted for under the equity method. The Company owns 526,166 class B non-voting units or 1.2% of Roth Industries, of which JW Roth, the founder and Chairman, is Venus Chairman and Chief Executive Officer. Our officers and directors are also minority equity owners of Roth Industries. We currently account for our investment in Roth Industries using ASC 325, *Investments Other*, under the cost method. The Company invested in Culinova, Inc. (formerly known as Innovate CPG, Inc.) for a total 526,166 shares (and paid a total purchase price of $5,261.66) in May 2025. As an equity holder of Roth Industries, the Company was afforded the right to acquire shares of Culinova, Inc. Venus Chairman and Chief Executive Officer is a director of Culinova, Inc. and Mitchell Roth, a director of Venu, is Culinovas Chairman and CEO. Additionally, Heather Atkinson, an officer and director of Venu, is also a shareholder of Culinova, Inc. and serves as a director. Furthermore, Mr. Cominsky, a director of Venu, is a shareholder in Culinova, Inc. Ms. Atkinson and Mr. Cominsky each own less than a 1% interest in Culinova, Inc. We currently account for our investment in Culinova, Inc. using ASC 325, *Investments Other*, under the cost method. **Leases** We account for our leases in accordance with ASC 842, *Leases*, pursuant to which our leases are classified as either operating or financing leases and recorded in our Consolidated Balance Sheets as both a right-of-use asset and lease liability, calculated by discounting fixed lease payments over the lease term, including any renewal options that are likely to be exercised, at the rate set forth or implied in the lease. In calculating the right-of-use asset and lease liability, we elect to combine lease and non-lease components as permitted under ASC 842. As an accounting-policy election, we exclude short-term leases having initial terms of 12 months or less and expense payments on those short-term leases as they are made. **Business Combinations** On June 26, 2024, Notes Live Real Estate, LLC, a wholly owned subsidiary of Venu, purchased 100% of the membership units of 13141 BP, LLC from its members for an aggregate purchase price of $2,761,000, which Venu paid to the members on a pro-rata basis through the issuance of 276,100 shares of Common Stock, valued at their current fair market value of $10.00 per share. | 81 | | **Warrants and Stock Options** During the year ended December 31, 2025, we granted a total of 4,824,250 warrants and stock options, consisting of (i) an aggregate of2,500,000 options granted to JW Roth and Kevin ONeil in exchange for their agreement to serve as personal guarantors of the promissory note issued by the Company at the closing of the Companys purchase of real property in McKinney, Texas; (ii) 900,000 warrants issued to investors as part of the convertible promissory note offering; (iii)608,750 warrants and options issued for contributed services; and (iv) 815,500 stock options to employees and directors. As of December 31, 2025, there was a total of 7,456,264 warrants exercisable with an aggregate intrinsic value of $12,303,982. For the total of 9,752,617 warrants and options outstanding as of December 31, 2025, the aggregate intrinsic value was $14,329,214. As of December 31, 2025, there was $6,508,123 of unrecognized compensation cost related to non-vested warrants. The equity-based compensation cost, related to warrants and options included as a charge to operating expenses in the Consolidated Statements of Operations was $15,345,687 for the year ended December 31, 2025. The cost is to be recognized over a weighted-average period of 4.22 years. As of December 31, 2024, there was $7,355,813 of unrecognized compensation cost related to non-vested warrants. The equity-based compensation cost, related to warrants included as a charge to operating expenses in the condensed Consolidated Statements of Operations, was $12,015,133 as of December 31, 2024. The cost is expected to be recognized over a weighted-average period of 5.04 years. **Non-controlling Interest and Variable Interest Entities** The non-controlling interest (*NCI*) represents capital contributions and distributions, income and loss attributable to the owners of less than wholly owned consolidated entities and are reported in equity. NCIs are evaluated by the Company and are shown as permanent equity. Net income (loss) attributable to NCIs reflects the portion of the net income (loss) of consolidated entities applicable to the NCI shareholders in the accompanying Condensed Consolidated Statements of Operations. The net income (loss) attributable to NCIs is classified in the Consolidated Statements of Operations as part of consolidated net income (loss) and deducted from total consolidated net income (loss) to arrive at the net income (loss) attributable to the Company. The Company has evaluated its investments in unconsolidated entities in order to determine if they qualify as variable interest entities (*VIEs*). The Company monitors these investments and, to the extent it has determined that it owns a majority of the controlling class of securities of a particular entity, analyzes the entity for potential consolidation. The Company will continually analyze investments, including when there is a reconsideration event, to determine whether such investments are VIEs and whether such VIE should be consolidated. These analyses require considerable judgment in determining the primary beneficiary of a VIE and could result in the consolidation of an entity that would otherwise not have been consolidated or the non-consolidation of an entity that would have otherwise been consolidated. The Company accounts for the change in its ownership interest while it retains its controlling financial interest in its majority-owned subsidiaries or VIEs as equity transactions. The carrying value of the NCI should be adjusted to reflect the change in the Companys ownership interest in the subsidiary, and differences between the fair value of the consideration received and the amount by which the NCI is adjusted should be recognized in equity attributable to the Company. This may be shown as NCI and as additional paid in capital to the Company when combined agree to the non-controlling issuance of shares as shown in the Consolidated Statement of Change in Stockholders Equity. If a change in ownership of a consolidated subsidiary results in a loss of control or deconsolidation, any retained ownership interests are remeasured with the gain or loss reported to net earnings. These may be majority-owned subsidiaries or variable interest entities that the Company has 100% voting control of. During the year ended December 31, 2025, the Company bought 5,100,000 membership units of SHC. This purchase transaction did not result in a change in control of SHC. | 82 | | The following table shows the classification and carrying value of assets and liabilities of consolidated VIEs as of December 31, 2025: | | | BBPCO | | | Sunset CO | | | HIA | | | GAHIA | | | SHC | | | Sunset BA | | | Sunset McK | | | Sunset El | | | Venu Inc | | | Venu VIP | | | Notes DST | | | Sunset Hous | | | Hall at Cen | | | Sunset MC | | | Total | | | | ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash | | | 53,337 | | | | 362 | | | | 163,403 | | | | 280,933 | | | | 508,141 | | | | 797,593 | | | | 2,611,759 | | | | 2,222,234 | | | | 538,035 | | | | 6,343 | | | | 169,547 | | | | 1,683,056 | | | | 756,160 | | | | - | | | | 9,790,903 | | | | Property and equipment, net | | | 132,311 | | | | 46,992,411 | | | | 9,466,022 | | | | 10,270,541 | | | | 42,941,425 | | | | 64,726,088 | | | | 92,234,432 | | | | 1,629,290 | | | | - | | | | - | | | | - | | | | - | | | | 132,744 | | | | - | | | | 268,524,071 | | | | Other assets | | | 1,062,258 | | | | 10,000 | | | | 606,150 | | | | 404,845 | | | | 964,476 | | | | 2,738,369 | | | | 13,976,710 | | | | 4,932,073 | | | | 2,704,413 | | | | 14,476 | | | | 6,500,000 | | | | 7,042,004 | | | | 508,550 | | | | - | | | | 41,465,517 | | | | Total assets | | | 1,247,906 | | | | 47,002,773 | | | | 10,235,575 | | | | 10,956,319 | | | | 44,414,042 | | | | 68,262,050 | | | | 108,822,901 | | | | 8,783,597 | | | | 3,242,448 | | | | 20,819 | | | | 6,669,547 | | | | 8,725,060 | | | | 1,397,454 | | | | - | | | | 319,780,491 | | | | LIABILITIES | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Accounts payable | | | 45,277 | | | | 3,435 | | | | 95,163 | | | | 4,788 | | | | 629,355 | | | | 28,838,639 | | | | 24,235,272 | | | | 593,165 | | | | 14,999 | | | | 3,652 | | | | 15,000 | | | | 39,077 | | | | 37,113 | | | | - | | | | 54,554,935 | | | | Accrued expenses and other | | | 281,692 | | | | 760,786 | | | | 507,459 | | | | 356,843 | | | | 515,920 | | | | 6,988,928 | | | | 15,824,951 | | | | 531,312 | | | | 30,000 | | | | 761 | | | | 1,979 | | | | 121,119 | | | | 104,304 | | | | - | | | | 26,026,054 | | | | Other long-term liabilities | | | 978,063 | | | | - | | | | 2,879,468 | | | | 3,901,428 | | | | 5,937,119 | | | | 675,000 | | | | 26,701,800 | | | | - | | | | - | | | | - | | | | - | | | | 25,000 | | | | - | | | | - | | | | 41,097,878 | | | | Total Liabilities | | | 1,305,032 | | | | 764,221 | | | | 3,482,090 | | | | 4,263,059 | | | | 7,082,394 | | | | 36,502,567 | | | | 66,762,023 | | | | 1,124,477 | | | | 44,999 | | | | 4,413 | | | | 16,979 | | | | 185,196 | | | | 141,417 | | | | - | | | | 121,678,867 | | | | Stockholders Equity & NCI | | | (57,126 | ) | | | 46,238,552 | | | | 6,753,485 | | | | 6,693,260 | | | | 37,331,648 | | | | 31,759,483 | | | | 42,060,878 | | | | 7,659,120 | | | | 3,197,449 | | | | 16,406 | | | | 6,652,568 | | | | 8,539,864 | | | | 1,256,037 | | | | - | | | | 198,101,624 | | | | Total liabilities and equity | | | 1,247,906 | | | | 47,002,773 | | | | 10,235,575 | | | | 10,956,319 | | | | 44,414,042 | | | | 68,262,050 | | | | 108,822,901 | | | | 8,783,597 | | | | 3,242,448 | | | | 20,819 | | | | 6,669,547 | | | | 8,725,060 | | | | 1,397,454 | | | | - | | | | 319,780,491 | | | The following table shows the classification and carrying value of assets and liabilities of consolidated VIEs as of December 31, 2024: | | | BBPCO | | | Sunset CO | | | HIA | | | GAHIA | | | SHC | | | Sunset BA | | | Sunset McK | | | Sunset El | | | Venu VIP | | | Notes DST | | | Sunset TN | | | Sunset MC | | | Total | | | | ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash | | | 260,107 | | | | 31,663 | | | | 100,475 | | | | 212,512 | | | | 5,723,088 | | | | 767,752 | | | | 11,808,891 | | | | 101,469 | | | | 2,342 | | | | 205,922 | | | | - | | | | 1,414,974 | | | | 20,629,195 | | | | Property and equipment, net | | | 40,583 | | | | 47,620,003 | | | | 10,277,794 | | | | 10,631,874 | | | | 12,172,841 | | | | 22,745,062 | | | | 1,980,140 | | | | 202,483 | | | | - | | | | - | | | | - | | | | 36,724 | | | | 105,707,504 | | | | Other assets | | | 1,191,762 | | | | 98,108 | | | | 723,801 | | | | 186,356 | | | | 349,945 | | | | - | | | | 10,086,179 | | | | - | | | | 11,187 | | | | 11,000 | | | | - | | | | - | | | | 12,658,338 | | | | Total assets | | | 1,492,452 | | | | 47,749,774 | | | | 11,102,070 | | | | 11,030,742 | | | | 18,245,874 | | | | 23,512,814 | | | | 23,875,210 | | | | 303,952 | | | | 13,529 | | | | 216,922 | | | | - | | | | 1,451,698 | | | | 138,995,037 | | | | LIABILITIES | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Accounts payable | | | 59,419 | | | | 95,655 | | | | 34,516 | | | | 413 | | | | 2,669,239 | | | | 13,507,259 | | | | 430,518 | | | | 76,039 | | | | 14,829 | | | | 139,779 | | | | - | | | | - | | | | 17,027,666 | | | | Accrued expenses and other | | | 365,638 | | | | 167,047 | | | | 191,565 | | | | 14,452 | | | | 92,112 | | | | 2,535,164 | | | | 124,322 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 3,490,300 | | | | Other long-term liabilities | | | 1,054,770 | | | | 11,963,333 | | | | 3,305,253 | | | | 4,190,509 | | | | - | | | | 550,000 | | | | 879,424 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 21,943,289 | | | | Total Liabilities | | | 1,479,827 | | | | 12,226,035 | | | | 3,531,334 | | | | 4,205,374 | | | | 2,761,351 | | | | 16,592,423 | | | | 1,434,264 | | | | 76,039 | | | | 14,829 | | | | 139,779 | | | | - | | | | - | | | | 42,461,255 | | | | Stockholders Equity & NCI | | | 12,625 | | | | 35,523,739 | | | | 7,570,736 | | | | 6,825,368 | | | | 15,484,523 | | | | 6,920,391 | | | | 22,440,946 | | | | 227,913 | | | | (1,300 | ) | | | 77,143 | | | | - | | | | 1,451,698 | | | | 96,533,782 | | | | Total liabilities and equity | | | 1,492,452 | | | | 47,749,774 | | | | 11,102,070 | | | | 11,030,742 | | | | 18,245,874 | | | | 23,512,814 | | | | 23,875,210 | | | | 303,952 | | | | 13,529 | | | | 216,922 | | | | - | | | | 1,451,698 | | | | 138,995,037 | | | | 83 | | **Off-Balance Sheet Arrangements** We do not engage in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, as a part of our ongoing business. Accordingly, we did not have any off-balance sheet arrangements during any of the periods presented. **Going Concern** Our consolidated financial statements for the years ended December 31, 2025 and 2024 were prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities, and commitments in the normal course of business. Our consolidated financial statements do not reflect any adjustments that might result if we are unable to continue as a going concern. As of the issuance of our consolidated financial statements, we have concluded that there is not substantial doubt about our ability to continue as a going concern for the next twelve months. Any doubt regarding our ability to continue as a going concern was alleviated by our plan to add additional venue locations and to continue our business operations. The Company believes that cash on hand, anticipated improved profitability in 2026 from operating venues and restaurants in Colorado Springs, Colorado and Gainesville, Georgia, the full season of operations of Ford Amphitheater in 2026, including Roths Sea & Steak and Brohans, the anticipated opening of The Sunset BA in fall 2026, and additional capital raising and debt financing, including the issuance of Series B Preferred Shares in January 2026 and a public offering completed in March 2026, will altogether allow the Company to continue its business operations for at least 12 months from the date of this Annual Report. Nonetheless, the Companys continued implementation of its business plan to add additional locations is dependent on its future engagement in strategic locations, real estate transactions, capital raising, and debt financing. There is no guarantee that the Company will be able to execute on these plans as laid out above. If the Company is unable to enter into strategic transactions, the Company may be required to delay its business plan implementation for future expansion, which would have a material adverse impact on the Companys growth plan. **Stockholders Equity** The Company had two membership classes of membership units while it was a limited liability company: Class A Voting and Class B Non-Voting Units. Upon the Companys conversion on April 6, 2022 from a limited liability company to a C corporation, the Companys Class A Voting Units became its Class A Common Stock, and the Class B Non-Voting Units became its Class B Non-Voting Common Stock. On October 25, 2022, Venu amended its Articles of Incorporation to increase the number of shares of its capital stock authorized for issuance, change the voting rights of its Class A Common Stock, and add Class C Common Stock as a class of stock. On August 7, 2023, Venu allowed its shareholders to exchange their shares of Class A Common Stock into shares of Class C Common Stock on a 1-for-25 basis and to convert their shares of Class B Non-Voting Common Stock into shares of Class C Common Stock on a 1-for-1 basis. The Company has 76,245 shares of treasury stock that it acquired through the acquisition of HIA. In November 2023, Venu amended its Articles of Incorporation to increase the number of shares of its capital stock authorized for issuance and to effect a 5-for-1 forward stock split of the issued and outstanding shares of its Class C Common Stock. On that same date, Venu also began a private placement offering of its shares of Class C Common Stock for $10.00 per share, which later became an offering of Common Stock following Venus one-for-one conversion of Class C Common Stock into Common Stock in September 2024. In connection with that offering, Venu issued 3,507,591 shares of Common Stock, including 3,300,341 shares during the year ended December 31, 2024. Venu also issued 700,000 shares of Class C Common Stock as payment for services to an outside consultant. On March 5, 2024, Venu and its Class C Common Stock shareholders authorized the creation and issuance of up to 60,000,000 shares of Class D Common Stock. Venu amended its Articles of Incorporation to increase the number of shares of its capital stock authorized for issuance and to add its Class D Common Stock as a class of stock. At that time, Venu allowed shares of Class B Non-Voting Common Stock and of Class C Common Stock to be exchanged for shares of Class D Common Stock on a 1-for-1 basis. On September 6, 2024, Venu amended and restated is Articles of Incorporation to change its legal name to Venu Holding Corporation and cause all outstanding shares of its previously outstanding Class C Common Stock and Class D Common Stock to be converted on a one-for-one basis to shares of Common Stock. As of the filing of the Amended and Restated Articles of Incorporation, the Companys authorized capital does not include Class A Voting Common Stock. | 84 | | On September 6, 2024, Venu amended and restated is Articles of Incorporation to change its legal name to Venu Holding Corporation and cause all outstanding shares of its previously outstanding Class C Common Stock and Class D Common Stock to be converted on a one-for-one basis to shares of Common Stock. As of the filing of the Amended and Restated Articles of Incorporation, the Companys authorized capital does not include Class A Voting Common Stock. On October 28, 2025, the Companys shareholders approved an amendment to the Venu Holding Corporation Amended and Restated 2023 Omnibus Incentive Compensation Plan to increase the number of shares of the Companys Common Stock reserved under the plan from 2,500,000 shares to 7,500,000 shares. Except for any differences in voting privileges or in the contractual rights or limitations assigned or afforded to a specific series of stock in connection with a merger, acquisition, or strategic transaction, the shares of Common Stock and Class B Non-Voting Common Stock have the same preferences, limitations, and relative rights. Each holder of Common Stock is entitled to one vote per share of Common Stock held of record by such holder on all matters on which shareholders generally are entitled to vote. Except as required by law, holders of the Class B Non-Voting Common Stock have no voting power with respect to their shares of Class B Non-Voting Common Stock, and the shares of Class B Non-Voting Common Stock are not entitled to vote on any matter submitted to the shareholders. **JOBS Act Accounting Election** In April 2012, the Jumpstart Our Business Startups Act of 2012 (the *JOBS Act*), was enacted. Section 107 of the JOBS Act provides that an emerging growth company (an *EGC*) may take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards. As an EGC under the JOBS Act, the extended transition period provided in Section 7(a)(2)(B) of the Securities Act allows us to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to use the extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an EGC, or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public-company effective dates. Other exemptions and reduced reporting requirements under the JOBS Act for EGCs include presentation of only two years of audited financial statements in a registration statement for an initial public offering, an exemption from the requirement to provide an auditors report on internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act, an exemption from any requirement that may be adopted by the Public Company Accounting Oversight Board, along with less extensive disclosure about our executive compensation arrangements. We plan to take advantage of these reduced disclosure requirements and exemptions until we are no longer considered an EGC. **Item 7A. Quantitative and Qualitative Disclosures about Market Risk** We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the *Exchange Act*) and are therefore subject to reduced public company reporting requirements. As a smaller reporting company, pursuant to Item 305(e) of Regulation S-K promulgated under the Securities Act, we are not required to provide the information required by this Item 3. **Item 8. Financial Statements and Supplementary Data** Information with respect to this Item is contained in the Companys consolidated financial statements included in the Index beginning on page F-1 of this Annual Report and is incorporated by reference herein. **Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure** None. **Item9A. Controls and Procedures** **Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures** As of December 31, 2025, Venus Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of Venus disclosure controls and procedures, as such term is defined under Rule13a-15(e)and Rule15d-15(e)promulgated under the Exchange Act, and concluded that the disclosure controls and procedures were not effective due to material weaknesses in Venus internal control over financial reporting. Venu had limited accounting and finance personnel, which impacted its ability to properly segregate duties relating to Venus internal controls over financial reporting. In addition, Venus financial close process was not sufficient. While Venu has processes to identify and appropriately apply applicable accounting requirements, Venu plans to continue to enhance its systems, processes, and human capital resources with respect to its accounting and finance functions. The elements of Venus remediation plan can only be accomplished over time with the addition of experienced accounting and finance employees and, where necessary, external consultants, and with enhanced accounting systems and financial close processes. | 85 | | While we have processes to identify and appropriately apply applicable accounting requirements, the Companys remediation plan includes the continuation of system enhancements, increased segregation of duties and growth of headcount in our accounting and finance department and/or increased use of third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time with the addition of experienced accounting employees and/or external consultants and with enhanced accounting systems and financial close processes. Venu will continue to evaluate its accounting and finance staffing needs as well as make planned enhancements to its systems and improvements to its financial reporting processes. However, there can be no assurance that Venu will be successful in remediating the material weaknesses in its internal control over financial reporting. If Venu is unable to successfully complete its remediation efforts or favorably assess the effectiveness of its internal control over financial reporting, Venus operating results, financial position, stock price, and ability to accurately report its financial results and timely file its SEC reports could be adversely affected. **Managements Report on Internal Control over Financial Reporting** Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, under the supervision of our Audit Committee. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. A material weakness, as defined in the standards established by the Sarbanes-Oxley Act of 2002, is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a registrants annual or interim financial statements will not be prevented or detected on a timely basis by the registrants internal controls. Our management assessed the effectiveness of the Companys internal control over financial reporting based on the criteria from the Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (*COSO*), pursuant to which an issuers internal control over financial reporting is evaluated based on the five core components of control environment, risk assessment, control activities, information and communication, and monitoring activities. Based on this evaluation, management has identified the material weakness in internal control over financial reporting as of December 31, 2025 described below. The Company did not maintain an effective control environment because it had an insufficient number of accounting and finance personnel and resources with experience to create the proper environment for effective internal control over financial reporting in this period.These deficiencies resulted in the conclusion that the Company was unable to maintain the control environment and monitoring activities components of the COSO framework, which impaired the Companys ability to implement and maintain an appropriate organizational structure necessary to support an effective control environment and to ensure the sufficiency of monitoring activities to ascertain whether the components of internal control are present and functioning in a timely manner. While there were no material misstatements in 2025, the material weakness could result in misstatements in the Companys consolidated financial statements that would not be prevented or detected on a timely basis. Accordingly, management has concluded that the control deficiency constitutes a material weakness. The Company had limited accounting and finance personnel during portions of 2025, which impacted its ability to properly segregate duties relating to the Companys internal controls over financial reporting.In addition, the Companys financial close process was not sufficient. While the Company has processes to identify and appropriately apply applicable accounting requirements, the Company plans to continue to enhance its systems, processes, and human capital resources with respect to its accounting and finance functions. During 2025, the Company strengthened its accounting and finance team by adding personnel, implemented enhanced systems, and continued to refine and evaluate the effectiveness of its internal control over financial reporting. However, there can be no assurance that these efforts will successfully remediate the identified material weaknesses. The Company will continue to assess the need for additional resources, especially in the finance and accounting areas, as the Companys business continues to grow and expand. The primary element of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects. As management continues to evaluate and work to improve our internal control over financial reporting, management may determine it is necessary to take additional measures to address the material weakness. **Attestation Report of the Registered Public Accounting Firm** As a non-accelerated filer, our independent registered public accounting firm is not required to issue an attestation report on our internal control over financial reporting. **Changes in Internal Control over Financial Reporting** There were no changes in our internal controls (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) over financial reporting during the year ended December 31, 2025, covered by this Annual Report that could materially affect, or are reasonably likely to materially affect, our financial reporting. Management has identified a material weakness in internal controls as described above. Management intends to strengthen its segregation of duties within the accounting and finance department and consult with third-party professionals regarding complex accounting applications and to improve our financial reporting processes. **Item9B. Other Information** During the year ended December 31, 2025, none of the Companys directors or officersadopted,modified, orterminateda Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement, as those terms are defined in Item 408(a) of Regulation S-K. **Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections** None. | 86 | | **Part III** **Item10. Directors, Executive Officers, and Corporate Governance** The Companys executive officers and directors, as of March 31, 2026 are listed below. **Executive Officers and Board of Directors** | Name | | Age | | Position | | Director Since | | | Executive Officers | | | JW Roth | | 62 | | Chairman and Chief Executive Officer | | April 2021 | | | William Hodgson | | 50 | | President | | November 2024 | | | Heather Atkinson | | 48 | | Chief Financial Officer and Director | | April 2021 | | | Victor Sutter | | 45 | | Chief Operating Officer | | January 2026 | | | Non-Employee Directors | | | Steve Cominsky | | 56 | | Director | | April 2021 | | | Matt Craddock | | 55 | | Director | | March 2023 | | | David Lavigne | | 64 | | Director | | December 2023 | | | Mitchell Roth | | 36 | | Director | | April 2021 | | | Thomas Finke | | 63 | | Director | | May 2025 | | **Biographical Information** **Executive Officers** **JW Roth,** a fifth-generation Colorado native, is the founder, Chairman, and Chief Executive Officer of Venu. Mr. Roth has been with the Company since its inception in May 2021 in his current role of founder and CEO. Mr. Roth became Chairman of the Companys Board of Directors upon the Boards inception on April 5, 2021. Mr. Roth is also the co-founder and Chairman of Roth Industries, LLC, an 85-ton-per-week prepared foods plant located in Colorado Springs, Colorado. Additionally, Mr. Roth is the sole manager and 50% shareholder of Centennial Standard Real Estate Company, LLC and co-manager of Touch 4 Partners, LLC, a venture capital investment fund. With more than 30 years of private and public company experience, Mr. Roth has been actively involved in helping take several companies public, including Aspen Bio, Inc. and Where Food Comes From Inc. Mr. Roth has been featured in such publications as The Wall Street Journal, Fortune Magazine, Venues Now, The New York Times, and more than 50 business journals throughout the United States. He has made multiple appearances on CNBC and Bloomberg Television and was named on the VenuesNow 2022 All-Stars list. **William Hodgson** is the President of Venu, a position he has held since October 2024. Mr. Hodgson has extensive experience in the live music industry, spanning over 20 years. Prior to joining Venu, Mr. Hodgson worked at Live Nation Entertainment, Inc. (NYSE: LYV), a leading entertainment company, where he held various positions over more than 13 years, including as General Manager of venues in three states from August 2011 through February 2018, Regional General Manager of the West from February 2018 through May 2021, overseeing all of Live Nations House of Blues operations for the western region of the United States, and most recently as the Head of House of Blues Entertainment from May 2021 through October 2024, where he was responsible for the vision, brand direction, strategic growth, and overall operations of Live Nations House of Blues and Brooklyn Bowl divisions. Mr. Hodgson received a Bachelor of Arts in Economics from Wake Forest University, which he applied to various roles in investment banking, finance, and operations prior to entering the concert and hospitality industry. **Heather Atkinson** has been the Chief Financial Officer, Secretary, and Treasurer of Venu since its inception in March 2017. She began serving as a director of Venu in April 2021. In addition to Mrs. Atkinsons role with Venu, she serves as the Treasurer to Hospitality Income & Asset, LLC and 13141 BP, LLC, which own real property and lease that property to certain of subsidiaries of Venus. Prior to joining Venu, Mrs. Atkinson served as the Controller, Secretary, and Treasurer of Accredited Members Acquisition Corporation (previously quoted under the symbol ACCM on the OTCBB) and its predecessor, Accredited Members Holding Corporation. Mrs. Atkinson has over 25 years of accounting, finance, and financial reporting experience in both public and private companies including consolidations, shareholder relations, SEC reporting, internal and external financial statement reporting, budgeting, cash forecasting, mergers and acquisitions, and restructuring and international accounting while working closely with outside audit and legal firms. She is a licensed CPA and holds a Bachelor of Science degree in Accounting from Evangel University. | 87 | | **Victor Sutter**was appointed as the Chief Operating Officer on January 12, 2026. He has served as the Companys Executive Vice President of Operations since April 2025, and in that role has overseen key aspects of construction, operations, and strategic partnerships across existing and future Company amphitheaters, music halls, and restaurant concepts. His responsibilities have included premium guest experiences, food and beverage strategy, concert operations, operational efficiency, and cost control across the portfolio. Prior to joining the Company, Mr. Sutter spent over eleven years at Live Nation Entertainment, Inc. in various leadership roles primarily focusing on food and beverage operations and premium experiences for the House of Blues, including serving as the Head of House of Blues and Brooklyn Bowl (October 2024 through April 2025) where he oversaw operational aspects of those brands on a national basis, Head of Blues F&B and VIP (June 2021 through September 2024) where he oversaw food and beverage operations in House of Blues nationwide, and Vice President VIP Sales and Special Projects (October 2019 through June 2021) where he oversaw premium products. Mr. Sutter holds a Bachelor of Science from Florida International University. **Non-Employee Directors** **Mitchell Roth** has served as a director of Venu since April 2021. In addition, he has also worked for Venu in a part-time capacity as Strategy Consultant since April 2022. Mr. Roth has been affiliated with Roth Industries, LLC since 2015, and currently serves as its President and CEO. Roth Industries is a leading consumer packaged goods company, specializing in prepared foods, based in Colorado Springs, Colorado with distribution in more than 8,000 retail supermarkets nationwide, including Costco, Walmart, Kroger, and others. Mr. Roth is also a 50% owner of Centennial Standard Real Estate Company, LLC, a real estate development and investment company. Prior to his tenure with Roth Industries Mr. Roth worked in an operational and advisory capacity within various companies owned or invested in by the Roth family. From May 2013 until January 2014, Mr. Roth worked at the investment-banking firm Laidlaw and Company, Ltd. in New York City. Mr. Roth received a Bachelor of Science degree in Business Finance and Economics from Liberty University in Lynchburg, VA. **Steve Cominsky** has served as director of Venu since April 2021. Mr. Cominsky has over 30 years of experience in food, beverage, and hospitality operations and management. Mr. Cominsky founded CC Management & Development Corp LLC (*CC Management*) in 2013 and has worked with CC Management since its inception. CC Management is a boutique consulting and development firm that focuses on the restaurant and bar industry, and provides a range of services related to operations and strategic planning, and the company has worked with multiple existing and startup concepts in the greater Denver market on matters such as concept vision and development, re-branding and operations oversight. Mr. Cominsky is also currently involved in the oversight and operations of the Social Bar & Lounge an upscale bar and cocktail lounge located in suburban Denver, and which he founded in 2018. Mr. Cominsky has a Bachelor of Arts in Economics from Bloomsburg University of Pennsylvania. **Matt Craddock** has served as a director of Venu since March 2023. He currently serves as the CEO of Craddock Commercial Real Estate, LLC and as the President of Craddock Development Company, Inc., a full-service real estate company founded by his father. In those roles, Mr. Craddock directs and manages a portfolio of $125 million in real estate assets in Colorado and New Mexico on behalf of the family and their strategic partners. Mr. Craddock has served on a number of local, non-profit boards, including Junior Achievement, The Boys and Girls Club, and Discover Goodwill. Mr. Craddock has over 28 years of experience in commercial real estate finance, development, and operations. He is a licensed Broker in the State of Colorado and carries an EMS and CCIM designation. He holds a Bachelor of Arts degree in Humanities from Pepperdine University. **Dave Lavigne** has served as a director of Venu since December 2023. Mr. Lavigne spent the first 17 years of his career in the financial and investment industry primarily employed by small regional sell-side broker dealers/investment bankers. During that period, Mr. Lavigne acted in various capacities, including National Sales, Chief Executive Officer and Head of Research roles, and he held a variety of securities licenses and certifications. In 2001, Mr. Lavigne left the sell-side to set up an independent subscription-based microcap research firm called Edgewater Research where he served as the lead analyst until 2010. Since that time, he has provided research in a similar format under two subsequent labels, including his current company Trickle Research which he founded in 2016, and has served as the firms senior analyst since its inception. Over his career, Mr. Lavigne has evaluated hundreds of small public and private enterprises across dozens of industries and has provided extensive individual fundamental research and associated valuation models on well over 100 of those names. In addition, he has published financial newsletters covering both microeconomic and macroeconomic issues. In conjunction with his research platforms, Mr. Lavigne has also conducted dozens of research conferences across the country focusing primarily on microcap issuers and the capital markets. He is currently a research contributor to both the FactSet and the Alpha-Sense platforms. Mr. Lavigne graduated from the University of Idaho in 1984 with a B.S. in Finance. **Thomas Finke** has served as director of Venu since May 2025. Mr. Finke has over 35 years of experience in financial services. In December 2008, he was appointed Chairman and CEO of Babson Capital, a wholly owned subsidiary of The Massachusetts Mutual Life Insurance Company (MassMutual.) In 2016, Mr. Finke led the merger of Babson Capital with three other subsidiaries of MassMutual forming Barings, LLC. Under his leadership Barings grew its assets under management from approximately $271 billion to over $350 billion in four years. Mr. Finke retired from Barings in November 2020. Mr. Finke currently serves as a non-executive director for Invesco Ltd. (NYSE: IVZ). A global investment management company managing approximately $1.85 trillion in assets as of December 31, 2024. Mr. Finke is also active in nonprofit leadership, serving on boards including Davidson College, Duke Universitys Fuqua School of Business, and the National Math and Science Initiative. Mr. Finke holds a BS from the University of Virginia and an MBA from Duke University. | 88 | | **Family Relationships** JW Roth and Mitchell Roth are father and son. Except for such relationship between JW Roth and Mitchell Roth, there are no other family relationships among any of the Companys directors or officers. **Board of Directors Composition** Our business and affairs are managed under the direction of our Board. **Current Board of Directors** Our Articles of Incorporation and Bylaws provide for the business and affairs of the Company to be managed by our Board and authorize the Board to fix from time to time the number of directors serving on the Board, provided that the Board must have at least one director. Our Board currently consists of seven directors, being JW Roth, Heather Atkinson, Steve Cominsky, Matt Craddock, David Lavigne, Mitchell Roth and Thomas Finke. Each director on our Board will continue to serve until such directors successor is duly elected and qualified, or until such directors earlier death, resignation, retirement, disqualification, or removal from the Board. **Corporate Governance** **** **Committees of the Board** Our Board has established an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee, each operating pursuant to a charter adopted by our Board. The composition and functioning of all of our committees complies with all applicable requirements of the Sarbanes-Oxley Act of 2002 and with the rules and regulations of the NYSE American and the SEC. In addition, from time to time, other committees may be established under the direction of our Board to facilitate the management of our business or when necessary to address specific issues. The members of each of our committees will serve on such committees for such term or terms as the Board may determine or until their earlier removal, resignation, or death. At least annually, each committee must review its charter and recommend any proposed changes to the Board for approval. Each committee must conduct an annual evaluation of its performance of the duties described in the committees charter and must present the results of the evaluation to the Board. *Audit Committee* The Company has a separately designated Audit Committee of the Board established in accordance with the Exchange Act. Our Audit Committee consists of Dave Lavigne and Steve Cominsky, both of whom the Board has determined are independent in accordance with the requirements of Rule 10A-3 of the Exchange Act and the NYSE American listing standards. Our Board has also determined that Mr. Lavigne is the audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. All members of our Audit Committee are financially literate, as determined by our Board, and can read and understand fundamental financial statements, including the Companys balance sheet, income statement, and cash flow statement. *Compensation Committee* Compensation of the Companys Chief Executive Officer and other executive officers is determined, or recommended to the Board for determination, by a Compensation Committee comprised of independent directors or, in the event such a committee is at any time not constituted, by a majority of the independent directors on the Companys Board of Directors. As of the date of this Annual Report, our Compensation Committee consists of Dave Lavigne. Our Board has determined that each member of our Compensation Committee is independent in accordance with the rules of the NYSE American and the Companys independence guidelines. Our Compensation Committee carries out the responsibilities delegated by the Board relating to the review and determination of executive compensation. | 89 | | *Nominating and Corporate Governance Committee* As of the date of this Annual Report, our Nominating and Corporate Governance Committee consists of Dave Lavigne and Steve Cominsky. Our Board has determined that each member of our Nominating and Corporate Governance Committee is independent in accordance with the rules of the NYSE American. Our Nominating and Corporate Governance Committee functions to carry out the responsibilities delegated by the Board relating to the Companys director-nominations process and the development and maintenance of the Companys corporate-governance policies. **Procedures for Nominating Directors to the Board** **** There have been no material changes to the procedures by which our shareholders may recommend nominees to our Board. For a description of such procedures, see the section of our Annual Report entitled Description of Capital Stock Anti-Takeover Effects of Provisions of Our Governance Documents Advance Notice Requirements. Our Bylaws establish advance notice requirements that shareholders must meet to make any nominations for election to our Board or to submit other business to be acted upon at shareholder meetings. To be timely for purposes of an annual meeting of shareholders, a shareholders notice must be received by the Companys secretary at the Companys principal executive offices (i) not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the anniversary date of the immediately preceding annual meeting of shareholders (if such meeting is to be held on a day which is not more than 30 days in advance of the anniversary of the previous years annual meeting or not later than 70 days after the anniversary of the previous years annual meeting), or (ii) with respect to any other annual meeting of shareholders, including in the event that no annual meeting was held in the previous year, not earlier than the close of business on the 120th day prior to the annual meeting and not later than the close of business on the later of: (1) the 90th day prior to the annual meeting and (2) the tenth day following the date on which the Company first publicly announces the meeting date. To be timely for purposes of a special meeting of shareholders, a shareholders notice must be received not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the special meeting or the tenth day following the Companys public announcement of the meeting date. Our Bylaws also specify certain requirements as to the form and content of shareholder meetings. These provisions may preclude our shareholders from bringing matters or making nominations for directors at our shareholder meetings. **Role of our Board Committees in Risk Oversight** We face a number of risks, including those described under the Risk Factors section in this Annual Report, including in the section entitled Cautionary Note Regarding Forward-Looking Statements. One of the key functions of our Board is informed oversight of our risk management process. The Board does not have a standing risk management committee but rather administers this oversight function directly through the Board as a whole, as well as through its standing committees. The committees of the Board assist our full Board in risk oversight by addressing specific matters within the purview of each committee. In particular, our Board is responsible for monitoring and assessing strategic risk exposure. Our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our external audit function. Our Nominating and Corporate Governance Committee oversees our corporate governance framework and monitors the effectiveness of our corporate governance guidelines. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs have the potential to encourage excessive risk-taking. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, our full Board is regularly informed of such risks through committee reports and otherwise. While the Board oversees our risk management, management is responsible for day-to-day risk management processes. We believe this division of responsibilities enables us to address our risks most effectively. | 90 | | **** **Code of Ethics and Business Conduct** Our Board has adopted a Code of Business Conduct and Ethics (the *Code of Conduct*) applicable to our principal executive, financial, and accounting officers and all persons performing similar functions. A copy of our Code of Conduct is attached as Exhibit 14.1 to this Annual Report. In addition, our Board has adopted a charter for our Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. You can access our Code of Conduct and our current committee charters on the Investor Relations section of our principal corporate website at *https://investors.venu.live*, or request a copy of any of the foregoing by writing to the following address: Venu Holding Corporation, Attention: Secretary, 1755 Telstar Drive, Suite 501, Colorado Springs, Colorado 80920. We will make any legally required disclosures regarding amendments to or waivers of provisions of our Code of Conduct or current committee charters on our website. **Insider Trading Policy** The Company has adopted an Insider Trading Policy governing the purchase, sale, and/or other dispositions of the Companys securities by directors, officers, and employees. The Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the NYSE American listing standards applicable to the Company. A copy of the Companys Insider Trading Policy is attached to this Annual Report as Exhibit19.1. Compliance with insider trading laws is also addressed in the Companys Code of Conduct, attached as Exhibit14.1 to this Annual Report. **Delinquent Section 16(a) Reports** Section 16(a) of the Exchange Act requires the Companys directors, executive officers, and persons holding more than 10% of the Companys Common Stock (each such person, an *Insider*) to report their initial ownership of Common Stock and other equity securities on a Form 3 report and any changes in that ownership on Form 4 or Form5 reports that must be filed with the SEC. The SEC has designated specific deadlines by which Insiders must file these reports. Pursuant to the applicable SEC rules, the Company must identify any Insiders who were delinquent in filing their required Section 16(a) reports when due and to disclose, with respect to each such Insider, the number of late Section16(a) reports, the number of transactions that were not reported on a timely basis, and any known failure to file a required report. During 2025, Mr. Kevin ONeil, a holder of more than 10% of the Companys Common Stock, failed to timely file his Initial Statement of Beneficial Ownership on Form 3. To be timely, Mr. ONeils Form 3 was due on June 10, 2025, but it was filed on August 25, 2025, and amended on November 7, 2025. Additionally, Mr. Thomas Finke, a director of the Company, failed to timely file a Statement of Changes in Beneficial Ownership on Form 4 with respect to a transaction that occurred on December 30, 2025. To be timely, Mr. Finkes Form 4 was due on January 2, 2026, but it was filed on January 5, 2026. To the best of the Companys knowledge, based on the scope of inquiry set forth in Item 405(b) of Regulation S-K, none of the other Insiders of the Company failed to file on a timely basis any Section 16(a) reports. **Item 11. Executive Compensation** Venu is currently considered an emerging growth company, within the meaning of the Securities Act, for purposes of the SECs executive compensation disclosure rules. In accordance with such rules, Venu is required to provide a Summary Compensation Table and an Outstanding Equity Awards at Fiscal Year End Table, as well as limited narrative disclosures regarding executive compensation. Further, Venus reporting obligations extend only to its named executive officers (our *NEOs*), meaning its principal executive officer and its next two most highly compensated executive officers in respect of their service to Venu at the end of the last completed fiscal year. Accordingly, our NEOs are: | | | JW Roth, our Founder, Chief Executive Officer, and Chairman; | | | | | Heather Atkinson, our Chief Financial Officer; and | | | | | | | | | | William Hodgson, our President. | | | 91 | | **Summary Compensation Table** The following table sets out the compensation for our NEOs for the years ended December 31, 2025 and 2024: | | | | | | Salary | | | Bonus | | | Option and Warrant Awards (1) | | | All Other Compensation (2) | | | Total | | | | Name and Principal Position | | Year | | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | | | | JW Roth | | | 2025 | | | $ | 500,000 | | | $ | 119,953 | | | $ | 4,893,266 | | | $ | 90,319 | | | $ | 5,603,538 | | | | Chief Executive Officer and Chairman | | | 2024 | | | $ | 450,000 | | | $ | 14,036 | | | $ | 368,460 | | | $ | 48,569 | | | $ | 881,064 | | | | Heather Atkinson | | | 2025 | | | $ | 400,000 | | | $ | 92,597 | | | $ | 576,055 | | | $ | 44,952 | | | $ | 1,113,605 | | | | Chief Financial Officer, Secretary and Treasurer | | | 2024 | | | $ | 290,000 | | | $ | 13,218 | | | $ | 295,262 | | | $ | 16,181 | | | $ | 614,661 | | | | Will Hodgson (3) | | | 2025 | | | $ | 500,000 | | | $ | 60,854 | | | $ | 732,202 | | | $ | 48,177 | | | $ | 1,341,233 | | | | President | | | 2024 | | | $ | 88,067 | | | $ | 106,642 | | | $ | 122,034 | | | $ | 2,017 | | | $ | 318,760 | | | | (1) | Amounts do not reflect compensation actually received by the officer. Values in this this table tie to compensatory warrants or options that are exercisable at the option of the holder. The grant fair value number for the options is computed in accordance with FASB ASC Topic 718. The fair value assumptions used for purposes of the valuation is cited in Note 12 Warrants and Stock Options to the Companys consolidated financial statements for the years ended December 31, 2025 and 2024. | | | | | | | (2) | Each executive officer receives a car allowance from Venu, with Mr. Roth receiving $30,044 in 2025 and $30,044 in 2024; Ms. Atkinson receiving $13,775 in 2025 and $13,775 in 2024; and Mr. Hodgson receiving $0 in 2025 and $0 in 2024. Other benefits included in the All Other Compensation column include medical insurance benefits paid by the Company on behalf of these employees. In addition, for Mr. Roth and Ms. Atkinson, the All Other Compensation columns include $5,000 in 2025 and $7,500 in 2024, which each of them received in their capacities as members of the Board of Directors, and fees payable for the attendance of board meetings in person. | | | | | | | (3) | On October 4, 2024, the Company appointed Mr. William Hodgson as its President and Chief Operating Officer, with Mr. Hodgson beginning in that role on October 21, 2024. Accordingly, for the 2024 fiscal year the compensation reported for Mr. Hodgson reflects what he received for the partial year. | | **** **Narrative to the Summary Compensation Table** **Base Salaries** Venu uses base salaries to recognize the experience, skills, knowledge, and responsibilities required of all its employees, including our NEOs. Base salaries are reviewed annually and adjusted from time to time in an effort to realign salaries with market levels after taking into account individual responsibilities, performance, and experience. Mr. Roths base salary as of December 31, 2025 was $500,000, having increased from $450,000 as of October 1, 2024. Subsequent to December 31, 2025, Mr. Roths base salary was increased to $850,000. Ms. Atkinsons base salary as of December 31, 2025 was $400,000, having increased from $290,000 as of December 31, 2024. Mr. Hodgsons base salary as of December 31, 2025 and 2024 was $500,000. | 92 | | **Annual Bonus/Non-Equity Incentive Compensation** To date, Venu has not awarded its NEOs annual incentive compensation based on the satisfaction of individual and corporate performance objectives established by the Board of Directors. However, executive officers are eligible to receive discretionary cash bonuses as determined by the Board of Directors based on the financial performance of the Company and each officers contributions to the Company as a whole. The Board of Directors awarded each of Venus NEOs a discretionary cash bonus in 2025 and 2024. **Equity-Based Incentive Awards** Equity-based awards give our executives and key employees a stake in Venus long-term performance and viability, thereby motivating them to be top performers. Equity-based awards enable Venu to attract key talent, encourage executive retention, establish an ownership culture, facilitate the achievement of the Companys goals, and align the interests of our executives and our shareholders. Equity-based awards were given in the form of warrant compensation during the past two years. These warrants are based on the dollar equivalent of a cash bonus in the warrants full value and were approved by the Board of Directors. **Retirement Plans** Venu established a defined contribution plan for all employees aged 21 and older who have completed six months of service for payrolls as of January 1, 2024. The Company makes a matching contribution of 100% on the first 5% contributed. **Employee Benefits** Venus NEOs are eligible to participate in employee benefit plans and programs, including medical and dental benefit plans. **Pension Benefits** Venus NEOs did not participate in, or earn any benefits under, any pension or retirement plan sponsored by the Company during the years ended December 31, 2025 and 2024. **Nonqualified Deferred Compensation** Venus NEOs did not participate in, or earn any benefits under, any non-qualified deferred compensation plan sponsored by the Company during the years ended December 31, 2025 and 2024. **Outstanding Equity Awards as of December 31, 2025** The following table presents information regarding outstanding equity awards held by our NEOs as of December 31, 2025. | 93 | | | | | Outstanding Equity Awards at Fiscal Year End | | | | | Stock Awards | | | | | | | | Grant Date | | Expiration Date | | Number of Securities Underlying Unexercised Options Exercisable (#)(1) | | | Number of Securities Underlying Unexercised Options Unexercisable (#)(1) | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | | | Option Exercise Price ($)(1) | | | | JW Roth | | | | | | | | | | | | | | | | | | | | | | | Compensatory Warrants | | 10/11/2022 | | 10/11/2027 | | | 250,000 | (2) | | | | | | | | | | $ | 3.00 | | | | Compensatory Warrants | | 4/19/2022 | | 4/19/2029 | | | 375,000 | (3) | | | 125,000 | | | | | | | $ | 2.00 | | | | Compensatory Warrants | | 4/5/2021 | | 9/30/2027 | | | 66,665 | (4) | | | | | | | | | | $ | 0.12 | | | | Compensatory Warrants | | 1/17/2024 | | 1/16/2027 | | | 500,000 | (5) | | | | | | | | | | $ | 10.00 | | | | Compensatory Warrants | | 2/28/2024 | | 2/28/2031 | | | 333,334 | (6) | | | 166,666 | | | | | | | $ | 10.00 | | | | Compensatory Options | | 1/14/2025 | | 1/14/2030 | | | | | | | 1,250,000 | | | | | | | $ | 10.00 | | | | | | | | | | | | | | | | | | | | | | | | | | | Heather Atkinson | | | | | | | | | | | | | | | | | | | | | | | Compensatory Warrants | | 10/11/2022 | | 10/11/2027 | | | 150,000 | (7) | | | | | | | | | | $ | 3.00 | | | | Compensatory Warrants | | 4/11/2022 | | 4/11/2029 | | | 93,750 | (8) | | | 31,250 | | | | | | | $ | 2.00 | | | | Compensatory Warrants | | 4/5/2021 | | 4/5/2027 | | | 16,665 | (9) | | | | | | | | | | $ | 0.60 | | | | Compensatory Warrants | | 5/27/2020 | | 5/27/2027 | | | 33,335 | (10) | | | | | | | | | | $ | 1.20 | | | | Compensatory Warrants | | 2/28/2024 | | 2/28/2031 | | | 133,334 | (11) | | | 66,666 | | | | | | | $ | 10.00 | | | | Compensatory Warrants | | 10/1/2024 | | 10/1/2031 | | | 61,389 | (12) | | | 30,694 | | | | | | | $ | 10.00 | | | | | | | | | | | | | | | | | | | | | | | | | | | Will Hodgson | | | | | | | | | | | | | | | | | | | | | | | Compensatory Warrants | | 11/1/2024 | | 11/1/2031 | | | 125,000 | (13) | | | 375,000 | | | | | | | $ | 10.00 | | | | (1) | Numbers in this table tie to compensatory warrants that are exercisable at the option of the holder. The grant fair value number for the options is to be computed in accordance with FASB ASC Topic 718. The fair value assumptions used for purposes of the valuation is cited in Note 12 Warrants and Stock Options to the Companys consolidated financial statements for the years ended December 31, 2025 and 2024. | | | | | | | (2) | This warrant is exercisable in full and is scheduled to expire on October 11, 2027. | | | | | | | (3) | This warrant vests ratably over a four-year term, with one-fourth of the warrant vesting on each annual anniversary from the date of issuance. This warrant is scheduled to expire on April 11, 2029. | | | | | | | (4) | This warrant vests ratably over a four-year term, with the first vesting date having occurred on the first annual anniversary of its issuance date. This warrant was scheduled to expire on April 5, 2026. The warrant agreement was amended to extend the expiration date to September 30, 2027. | | | | | | | (5) | This warrant is exercisable in full and is scheduled to expire on January 16, 2027. | | | | | | | (6) | This warrant vests ratably over a four-year term, with the first vesting date having occurred on the date of issuance. The warrant is scheduled to expire on February 28, 2031. | | | | | | | (7) | This warrant is exercisable in full and is scheduled to expire on October 11, 2027. | | | 94 | | | (8) | This warrant vests ratably over a four-year term, with one-fourth of the warrant vesting on each annual anniversary from the date of issuance. This warrant is scheduled to expire on April 11, 2029. | | | | | | | (9) | This warrant vests ratably over a four-year term, with the first vesting date having occurred on the first annual anniversary of its issuance date. This warrant was scheduled to expire on April 5, 2026. The warrant agreement was amended to extend the expiration date to April 5, 2027. | | | | | | | (10) | This warrant is exercisable in full and was scheduled to expire on May 27, 2025. The warrant agreement was amended to extend the expiration date to May 27, 2027. | | | | | | | (11) | This warrant vests ratably over a four-year term, with the first vesting date having occurred on the date of issuance. The warrant is scheduled to expire on February 28, 2031. | | | | | | | (12) | This warrant vests ratably over a two-year term, with the first vesting date having occurred on the date of issuance. The warrant is scheduled to expire on October 1, 2031. | | | | | | | (13) | This warrant vests over a four-year period, with 50,000 shares underlying the warrant vesting on April 30, 2025, 75,000 vesting on November 1, 2025, and 125,000 vesting on each of November 1, 2026, 2027, and 2028. The warrant is scheduled to expire on November 1, 2031. | | **Employment Arrangements** The following discussion contains a summary of the terms of the employment agreements currently in effect for JW Roth. Neither Ms. Atkinson nor Mr. Hodgson are parties to an employment agreement that provides a contractual right to severance payments upon a termination or change of control; instead, each is employed at will. The Company entered into an employment agreement with Mr. Roth on June 6, 2023, which sets forth the terms and conditions of his employment (the *Roth Agreement*). Pursuant to the Roth Agreement, Mr. Roth serves as our Chief Executive Officer and is entitled to an annual base salary, with such base salary to be increased annually by no less than 2.5%. The Roth Agreement is for a term through November 6, 2028 and automatically renews for successive one-year terms thereafter unless not renewed by either Venu or Mr. Roth upon not less than six months advance written notice to the other party. In the event Venu terminates Mr. Roths employment other than for Cause or Mr. Roth terminates his employment with Venu for Good Reason (each as defined in the Roth Agreement), Mr. Roth is entitled to receive the following payments and benefits, in addition to any accrued obligations: (a) a lump-sum payment, equal to one times the sum of (i) Mr. Roths then base salary and (ii) the bonus received in respect of performance during the year prior to the year of the termination date; (b) Venus reimbursement for the monthly premium paid to continue health-plan coverage for up to 18 months after the termination date or until otherwise specified in the Roth Agreement; and (c) all outstanding unvested stock options or other equity awards granted to Mr. Roth during the term of the Roth Agreement becoming fully vested and exercisable for the 12-month period after the termination date, irrespective of the terms of any equity incentive plan or award agreements (such benefits described in the preceding clauses (b) and (c), the *Other Termination Benefits*). In addition, if Mr. Roths employment is terminated by Mr. Roth for Good Reason or by Venu other than For Cause (other than on account of Mr. Roths death or total disability) within three months prior to, or two years following, a Change in Control, Mr. Roth is entitled to a lump-sum payment equal to two times the sum of his base salary and his bonus awarded during the year prior to the year of the transaction that constituted a Change of Control along with the Other Termination Benefits. | 95 | | A Change in Control is defined to mean each of the following events: (i) Any person (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the beneficial owner (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of Venu representing more than 50% of the total voting power represented by Venus then-outstanding voting securities; (ii) the sale or disposition by Venu of all or substantially all of its assets; (iii) the consummation of a merger or consolidation of Venu with or into any other entity, other than a merger or consolidation which would result in the voting securities of Venu outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) more than 50% of the total voting power represented by the voting securities of Venu or such surviving entity or its parent outstanding immediately after such merger or consolidation; or (iv) individuals who are members of Venu Board (the *Incumbent Board*) cease for any reason to constitute at least a majority of the members of the Incumbent Board over a period of 12 months; provided, however, that if the appointment or election (or nomination for election) of any new board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of the Roth Agreement, be considered as a member of the Incumbent Board. **Director Compensation** Venu has provided cash compensation for attendance at Board meetings held in person and equity-based compensation to its directors. The following table sets forth information regarding the compensation our non-employee directors earned for service on our Board during the year ended December 31, 2025. | Name | | Fees Earned or Paid in Cash ($)(1) | | | Stock Awards ($) | | | Option or Warrant Awards ($)(2)(3) | | | All Other Compensation ($)(4) | | | Total ($) | | | | Mitchell Roth | | $ | 2,500 | | | $ | | | | $ | 112,419 | | | $ | 90,000 | | | $ | 204,919 | | | | Steve Cominsky | | $ | 5,000 | | | $ | | | | $ | 57,388 | | | $ | | | | $ | 62,388 | | | | Matthew R. Craddock | | $ | 5,000 | | | $ | | | | $ | 56,880 | | | $ | | | | $ | 61,880 | | | | Chad Hennings(5) | | $ | | | | $ | | | | $ | 7,955 | | | $ | | | | $ | 7,955 | | | | Dave Lavigne | | $ | 5,000 | | | $ | | | | $ | 56,880 | | | $ | | | | $ | 61,880 | | | | Thomas Finke(5) | | $ | 2,500 | | | $ | | | | $ | 194,118 | | | $ | | | | $ | 196,618 | | | | (1) | During 2025, Venu paid each director a fee of $2,500 for each meeting of the board of directors that a director attended in-person and on-site. | | | | | | | (2) | Amounts do not reflect compensation actually received by the director. Values in this this table tie to compensatory warrants that are exercisable at the option of the holder. The grant fair value number for the options is computed in accordance with FASB ASC Topic 718. The fair value assumptions used for purposes of the valuation is cited in Note 12 Warrants and Stock Options to the Companys consolidated financial statements for the years ended December 31, 2025 and 2024. | | | | | | | (3) | The following reflects the aggregate number of option awards outstanding at December 31, 2025 for each non-employee director: (i) Mitchell Roth 383,332 warrants; (ii) Steve Cominsky 25,000 warrants; (iii) Matthew R. Craddock 20,000 warrants; (iv) Chad Hennings 70,000 warrants; (v) Dave Lavigne 20,000 warrants; and (vi) Thomas Finke 250,000 options. | | | | | | | (4) | These amounts represent compensation received by certain directors for services rendered other than with respect to their services on the board of directors. Mr. Mitchell Roth provides other investor relations duties and is compensated by Venu at $90,000 annually for these services. | | | | | | | (5) | Mr. Hennings resigned from the Board on January 27, 2025 and Mr. Finke was appointed on May 5, 2025. | | | 96 | | **Narrative Disclosure to Director Compensation Table** Venu pays each director a fee of $2,500 for each meeting of the board of directors that a director attends in-person and on-site. Otherwise, Venu does not have a formal compensation program for its directors. Upon Mr. Finkes appointment to the Board in May 2025, he was granted a stock option. From time to time, Venu previously awarded its directors compensatory warrants as a means to attempt to further align the interests of its directors with the Company and its shareholders. To date, these compensatory warrants have not been awarded on a set schedule or defined interval. Typically, a warrant has been granted on an annual basis (in each case subject to vesting conditions). In 2024, Venu granted each director a warrant exercisable to purchase 20,000 shares of Common Stock at an exercise price of $10.00 per share in consideration for serving on the Board. Each directors warrant vests ratably over a two-year period beginning on February28, 2025. **Policies and Practices related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information (****MNPI****)** The Companys policy is to not grant options (or other equity awards) or allow its insiders to conduct stock trades at times, subject to any allowable trades that might occur pursuant to a 10b5-1 Trading Plan, where MNPI is known or a material transaction is anticipated to occur. Each insider and employee of the Company is required to read and acknowledge the Companys Insider Trading Policy as attached hereto as Exhibit 19.1, which prescribes certain set periods that prohibit insider trading. Other than as established for black-out periods associated with our quarterly and annual financial statement filings, our executive management will also issue notices of black-out trading periods if they are aware of material transactions which they anticipate closing. The timing of equity award grants is determined with consideration to a variety of factors, including but not limited to, the achievement of pre-established performance targets, market conditions and internal milestones. The Company does not follow a predetermined schedule for the granting of equity awards instead, each grant is considered on a case-by-case basis to align with the Companys strategic objectives and to ensure the competitiveness of our compensation packages. In determining the timing and terms of an equity award, the Board or the Compensation Committee may considerMNPI to ensure that such grants are made in compliance with applicable laws and regulations. The Boards or the Compensation Committees procedures to prevent the improper use ofMNPI in connection with the granting of equity awards include oversight by legal counsel and, where appropriate, delaying the grant of equity awards until the public disclosure of suchMNPI. The Company is committed to maintaining transparency in its executive compensation practices and to making equity awards in a manner that is not influenced by the timing of the disclosure ofMNPI for the purpose of affecting the value of executive compensation. The Company regularly reviews its policies and practices related to equity awards to ensure they meet the evolving standards of corporate governance and continue to serve the best interests of the Company and its stockholders. In the year ended December 31, 2025, no options (or other equity awards) were granted to our named executive officers within four business days prior to, or one business day following, the filing or furnishing of a periodic or current report by us that disclosed MNPI. **Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Formal Equity Incentive Plans** The following table sets forth information as of December 31, 2025, with respect to the compensatory warrants previously granted by the Company and the Companys Amended and Restated 2023 Omnibus Incentive Compensation Plan: | Plan Category | | Number of securities to be issued upon exercise of outstanding options, warrants, and rights (a) | | | Weighted-average exercise price of outstanding options, warrants, and rights (b) | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | | | Equity compensation plans approved by security holders (1) | | | 4,461,000 | | | $ | 10.03 | | | | 4,447,778 | | | | Equity compensation plans not approved by security holders (2) | | | 6,104,867 | | | $ | 7.46 | | | | | | | | Total | | | 10,565,867 | | | $ | | | | | 4,447,778 | | | | 97 | | | (1) | In October 2023, Venus Board adopted, and then its shareholders approved, the 2023 Omnibus Incentive Compensation Plan. In August 2024, the Board adopted and the Venu shareholders approved the Amended and Restated 2023 Omnibus Incentive Compensation Plan (the A&R Plan). The purpose of the A&R Plan is to advance the interests of our shareholders by enabling us to attract and retain the types of individuals who will contribute to our long-range success, provide incentives that align the interests of such individuals with those of our shareholders, and promote the success of our business. The A&R Plan is designed to provide us with flexibility to select from among various equity-based and performance compensation methods, and to be able to address changing accounting and tax rules and corporate governance practices by optimally utilizing performance-based compensation. | | | | | | | The A&R Plan permits awards of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, and performance awards. Awards and grants under the A&R Plan are referred to as Awards. Those eligible for Awards under the A&R Plan are referred to as Participants. | | | | | | | (2) | Represents compensatory warrants granted to employees and service providers prior to the Companys common stock being listed on the NYSE American and prior to the of the adoption of the A&R Plan. | | **Security Ownership of Certain Beneficial Owners and Management** The following table sets forth information known to us regarding beneficial ownership of shares of Venus Common Stock as of March 15, 2026 by: | | | each person known by us to be the beneficial owner of more than 5% of our outstanding Common Stock; | | | | | | | | | | each of our executive officers and directors; and | | | | | | | | | | all of our executive officers and directors as a group. | | Beneficial ownership is determined according to the rules of the SEC, which generally provide that a security holder has beneficial ownership of a security if he, she, or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. In computing the number of shares beneficially owned by a person or entity and the percentage ownership of that person or entity in the table below, all shares subject to options and warrants were deemed outstanding if such securities are currently exercisable or would vest based on service-based vesting conditions within 60 days of March 15, 2026. These shares were not deemed outstanding, however, for the purpose of computing the percentage ownership of any other person or entity. | 98 | | The beneficial ownership of each class or series of our voting capital stock below is based on the Company having 60,042,328 shares of Common Stock issued and outstanding as of March 15, 2026. Each share of Common Stock entitles its holder to one vote per share held. Venu also has 304,990 shares of Class B Non-Voting Common Stock outstanding. However, those shares do not entitle the holders to any voting rights, and, by their terms, are not convertible at the volition of the holder to shares of Common Stock. Moreover, no officer, director, or 5% or greater beneficial holder of Venu holds any shares of Class B Non-Voting Common Stock. Unless otherwise indicated, we believe that each person named in the table below has sole voting and investment power with respect to all shares beneficially owned by such person. Unless otherwise noted, the address of all of the listed shareholders is 1755 Telstar Drive, Suite 501, Colorado Springs, Colorado 80920. | | | Common Stock | | | | Name and Address of Beneficial Owners and Management | | Number of Shares | | | Percent of Class | | | | Directors and NEOs: | | | | | | | | | | | JW Roth(1) | | | 13,257,529 | | | | 21.0 | % | | | William Hodgson(2) | | | 125,000 | | | | * | | | | Heather Atkinson(3) | | | 699,292 | | | | 1.2 | % | | | Mitchell Roth(4) | | | 702,062 | | | | 1.2 | % | | | Steve Cominsky(5) | | | 92,882 | | | | * | | | | Matthew Craddock(6) | | | 95,285 | | | | * | | | | David Lavigne(7) | | | 192,328 | | | | * | | | | Thomas Finke(8) | | | 79,961 | | | | * | | | | Victor Sutter(9) | | | 461 | | | | * | | | | Directors and NEOs as a group (9 persons)(10) | | | 15,244,800 | | | | 23.8 | % | | | | | | | | | | | | | | >5% Shareholders | | | | | | | | | | | Kevin ONeil(11) | | | 5,590,467 | | | | 9.0 | % | | | Citadel Advisors LLC and Affiliates(12) | | | 3,955,196 | | | | 6.4 | % | | | * | Less than 1% | | | | | | | (1) | Includes: (i) 9,253,644 shares held by Mr. JW Roth directly; (ii) 1,691,665 shares underlying warrants that are exercisable within 60 days of March15, 2026; (iii) 1,250,000 shares underlying an option that is exercisable within 60 days of March15, 2026; (iv)999,720 shares held by the KMR Living Trust dated November 19, 2012, for which Mr. Roth is a trustee; and (v) 62,500 shares held by the JWR Living Trust dated November 19, 2012, for which Mr. Roth is a trustee. Mr. Roth may be deemed to have shared voting and investment power over the shares held by the trusts described herein. Of the shares beneficially owned by Mr. Roth, 950,000 shares are pledged as collateral. | | | | | | | (2) | Includes 125,000 shares underlying warrants that are exercisable within 60 days of March 15, 2026. | | | | | | | (3) | Includes: (i) 82,152 shares held directly by Ms. Atkinson; (ii) 555,140 shares underlying warrants that are exercisable within 60 days of March 15, 2026; and (iii) 62,000 shares held by The Kingdom Trust Co. Custodian FBO Heather Atkinson IRA, for which Ms. Atkinson is a trustee. | | | | | | | (4) | Includes: (i) 349,980 shares held directly by Mr. Mitchell Roth; and (ii) 352,082 shares underlying warrants that are exercisable within 60 days of March 15, 2026. | | | | | | | (5) | Includes: (i) 82,882 shares held directly by Mr. Cominsky; and (ii) 10,000 shares underlying warrants that are exercisable within 60 days of March 15, 2026. | | | | | | | (6) | Includes: (i) 75,285 shares held directly by Mr. Craddock; and (ii) 20,000 shares underlying warrants that are exercisable within 60 days of March 15, 2026. | | | | | | | (7) | Includes: (i) 165,814 shares held directly by Mr. Lavigne; (ii) 6,514 shares owned by Mr. Lavignes spouse, which Mr. Lavigne may be deemed to have shared voting and investment power over; and (iii) 20,000 shares underlying warrants that are exercisable within 60 days of March 15, 2026. | | | | | | | (8) | Includes: (i) 29,961 shares held directly by Mr. Finke; and (ii) 50,000 shares underlying warrants that are exercisable within 60 days of March 15, 2026. | | | | | | | (9) | Includes 461 shares held by the Sutter Family Trust, of which Mr. Sutter is a trustee and with respect to which Mr.Sutter may be deemed to have shared voting and investment power. | | | | | | | (10) | Includes 1,250,000 shares underlying an option and 2,823,887 shares underlying warrants held by our NEOs and directors that are exercisable within 60 days of March 15, 2026. | | | | | | | (11) | Includes: (i) 2,131,505 shares held directly by Mr. ONeil; (ii) 1,563,962 shares owned by KWO, LLC, of which Mr. ONeil is the sole member and managing member; and (iii) 1,895,000 shares underlying warrants that are exercisable within 60 days of March 15, 2026. The information reported for Mr. ONeil is based on his Form 3 and Form 4 filings as well as a Schedule 13G/A filed jointly on October14, 2025 by Mr. ONeil and KWO, LLC. As reported in the Schedule13G/A, Mr. ONeils address is 422 E Vermijo Avenue, Colorado Springs, Colorado 80903. | | | | | | | (12) | Based on a Schedule 13G filed jointly on March17, 2026 by Citadel Advisors LLC (Citadel Advisors), Citadel Advisors Holdings LP (CAH), Citadel GP LLC (CGP), Citadel Securities LLC (Citadel Securities), Citadel Securities Group LP (CALC4), Citadel Securities GP LLC (CSGP), and Kenneth Griffin (collectively with the foregoing parties in this footnote, the Citadel Parties) with respect to shares of Common Stock owned by Citadel Multi-Strategy Equities Master Fund Ltd., a Cayman Islands company (CM), and Citadel Securities. Each of Citadel Advisors, CAH, and CGP reported having shared voting and dispositive power over 3,803,743 shares of Common Stock. Citadel Securities reported having shared voting and dispositive power over 151,453 shares of Common Stock. Each of CALC4 and CSGP reported having shared voting and dispositive power over 151,453 shares of Common Stock. Mr. Griffin reported having shared voting and dispositive power over 3,955,196 shares of Common Stock. The percentage ownership for the Citadel Parties is based on the Company having 62,142,328 shares of Common Stock outstanding, which includes the 60,042,328 shares outstanding as of March15, 2026, and 2,100,000 shares that are issuable upon the conversion of certain warrants held by affiliates of the Citadel Parties. Citadel Advisors is the portfolio manager for CM. CAH is the sole member of Citadel Advisors. CGP is the general partner of CAH. CALC4 is the non-member manager of Citadel Securities. CSGP is the general partner of CALC4. Mr. Griffin is the President and Chief Executive Officer of CGP and owns a controlling interest in CGP and CSGP. As reported in their Schedule 13G, the address of the Citadel Parties is 830 Brickell Plaza, Miami, Florida 33131. | | | 99 | | **Item 13. Certain Relationships and Related Transactions, and Director Independence** **Certain Relationships and Related-Party Transactions** In addition to the compensation arrangements with directors and executive officers described under Executive Compensation, the following is a description of each transaction since January 1, 2024, and each currently proposed transaction in which: | | | the Company has been or is to be a participant; | | | | | the amount involved exceeds or will exceed the lesser of $120,000 or one percent of the average of the smaller reporting companys total assets at year end for the last two completed fiscal years; and | | | | | any of the Companys directors, executive officers, or beneficial holders of more than 5% of the Companys capital stock, or any immediate family member of, or person sharing the household with, any of these individuals (other than tenants or employees), had or will have a direct or indirect material interest. | | We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that we would pay or receive, as applicable, in arms-length transactions. *Leases* Venu leases properties from a majority-owned subsidiary, Hospitality Income & Asset, LLC (*HIA*), which owns the land and buildings used by (and leased to) Bourbon Brothers Smokehouse and Tavern CS, LLC to operate Venus Colorado Springs Bourbon Brothers and Bourbon Brother Presents venues. JW Roth owns less than 1% of HIAs total ownership. In regard to the BBST CO and BBP CO leases, JW Roth, the Chairman, CEO, and founder of Venu, is also the founder and manager of HIA. Ms. Atkinson, the CFO and Secretary and a director of Venu, is also the Treasurer of HIA. The amounts paid by BBST CO and BBP CO to HIA under the leases totaled $574,302 in 2025 and $574,303 in 2024. 13141 Notes, LLC (*13141 Notes*) is the restaurant operating entity that manages the Notes Eatery in Colorado Springs. 13141 Notes leases its property from 13141 BP, LLC (*13141 BP*) (which in June 2024 became a wholly owned subsidiary of Venu). JW Roth is the founder and manager of 13141 BP. The amounts paid by 13141 Notes to 13141 BP under the lease totaled $0 in 2025 through the closure of 13141 Notes on July 18, 2025 and $124,180 in 2024. In 2024, 13141 Notes paid rent to 13141 BP through June 30, 2024, totaling $124,180. Beginning on July1, 2024, the lease was amended to provide for 13141 Notes to pay 13141 BP only common area maintenance amounts, which 13141 Notes paid to 13141 BP in 2025 for a total of $53,097 through the closure 13141 Notes on July 18, 2025 and 2024 for a total of $97,452. On November 5, 2025, the Company, through its wholly owned subsidiary NLRE, closed on a sale-leaseback with a related-party buyer of a 5.5-acre property in Colorado Springs, Colorado, that serves as the primary parking structure for Ford Amphitheater (such land, together with improvements thereon, the *Property*). As a closing obligation of the sale, NLRE entered into a ground lease agreement, pursuant to which the related-party buyer, as landlord (the *Landlord*), agreed to lease the Property back to NLRE for a 20-year term under a NNN lease structure with an option for NLRE to re-purchase the Property within the first three years of the closing date of the sale at a fixed price, which would return the asset to the Companys balance sheet. The Landlord is wholly owned by a significant shareholder of the Company. Annual base rent is initially $1,050,000 and escalates by 2.5% each year beginning on November 5, 2026. *Convertible and Long-Term Debt* ** The Company issued a $6,000,000 principal amount convertible promissory note on February 28, 2025 to a related party, with a maturity date three years from the date of issuance. The interest rate is 12% per annum and paid quarterly in cash or shares of the Companys Common Stock at the conversion price. The conversion price is defined as 100% of the average daily closing sale price of the Companys Common Stock during the 10 consecutive trading days immediately prior to the applicable payment date. The lender was also issued a warrant that is exercisable to acquire 300,000 shares of Common Stock at an exercise price of $12.50 per share. On April 4, 2025, the Company issued two convertible promissory notes having an aggregate principal amount of $6,000,000 in total principal amount convertible promissory note to a related party, with a maturity date three years from the date of issuance. The interest rate is 12% per annum and paid quarterly in cash or shares of the Companys Common Stock at the conversion price. The conversion price is defined as 100% of the average daily closing sale price of the Companys Common Stock during the 10 consecutive trading days immediately prior to the applicable payment date. The lenders were issued warrants that, in the aggregate, are exercisable to acquire 300,000 shares of Common Stock at an exercise price of $12.50 per share. On May 6, 2025, the Company issued two convertible promissory notes having an aggregate principal amount of $6,000,000 to a related party, with a maturity date three years from the date of issuance. The interest rate is 12% per annum and paid quarterly in cash or shares of the Companys Common Stock at the conversion price. The conversion price is defined as 100% of the average daily closing sale price of the Companys Common Stock during the 10 consecutive trading days immediately prior to the applicable payment date. The lenders were issued warrants that, in the aggregate, are exercisable to acquire 300,000 shares of Common Stock at an exercise price of $12.50 per share. | 100 | | On June 22, 2025, the Company issued 1,542,367 shares of Common Stock to a related party in full satisfaction of $15,000,000 principal and $423,667 accrued interest, representing a conversion price of $10 per common share, due under certain convertible promissory notes. On February 3, 2026, the Company entered into an Assignment of Purchase and Sale Agreement with Hall at Centennial LLC, a subsidiary of the Company (*Hall at Centennial*), and Old Mill, LLC (*Old Mill*), which is partially owned by a Board member of the Company. Following such assignment, on February 3, 2026, Hall at Centennial closed on the purchase of land in Centennial, Colorado (the *Centennial Property*) from Old Mill pursuant to the Purchase and Sale Agreement. The purchase price of approximately $12,612,000 for the Centennial Property was paid through a combination of cash and a promissory note in the principal amount of approximately $7,758,000, bearing interest at 4.5% per annum, made by the Company in favor of Old Mill. In connection with the closing of the acquisition, Hall at Centennial also entered into a bridge loan (the *Loan*) evidenced by a promissory note in the principal amount of $4,350,000, which bears interest at 7.75% per annum and matures in early May 2026. The proceeds of the Loan were used to satisfy the cash closing delivery obligation for the acquisition of the Centennial Property (as well as to pay off Old Mills existing loan secured by the Centennial Property and certain outstanding taxes). The Loan is secured by a Deed of Trust on the Centennial Property that grants the lender a first-priority lien. The Loan is also guaranteed by the Company and personally guaranteed by JW Roth, the Companys Chairman and CEO. On March 11, 2026, the principal amount of the bridge loan in the amount of $4,350,000, including accrued but unpaid interest, was fully repaid. *Roth Industries* Venu owns 526,166 class B non-voting units or 1.2% of Roth Industries, LLC (*Roth Industries*). JW Roth is also the founder and Chairman of Roth Industries and holds an approximate 16.4% membership interest in Roth Industries. Mitchell Roth, a director of Venu, is also the CEO and President of Roth Industries and holds an approximate 14.7% membership interest in Roth Industries. Additionally, Steve Cominsky, a director of Venu, is also a member of Roth Industries. Ms. Atkinson and Mr. Cominsky each own less than a 1% membership interest in Roth Industries. Roth Industries is the parent company to Roth Premium Foods, LLC (*Roth Premium*), which is the counterparty to the Bourbon Brothers licensing agreement. Under that licensing agreement, Venu, the exclusive owner and title holder of the Bourbon Brothers brand, granted a license to Roth Premium to use the brand for grocery products in exchange for Roth Premiums payment of a royalty. Venu shares the advertising expenses for the Bourbon Brothers brand with Roth Industries. Venu recognized licensing fees from Roth Industries, totaling $130,000 and $130,000 during the years ended December 31, 2025 and 2024, respectively, for Roths licensing use of the Bourbon Brothers brand in grocery products since Venu holds the exclusive license to use the brand. Venu had $237,500 and $107,500 in receivables from Roth Industries as of December 31, 2025 and 2024, respectively. On August 12, 2024, Venu redeemed 100,000 shares of Common Stock previously held by Roth Industries, LLC for an aggregate purchase price of $500,000. ** *Culinova, Inc.* ** Venu invested in Culinova, Inc. (formerly known as Innovate CPG, Inc.) for a total 526,166 shares (and paid a total purchase price of $5,261.66) in May 2025. As an equity holder of Roth Industries, Venu was afforded the right to acquire shares of Culinova, Inc. The Companys CEO and Chairman is director of Culinova, Inc. and Mitchell Roth, is the Chairman and CEO of Culinova, Inc. Additionally, Heather Atkinson, an officer and director of Venu, is also a shareholder of Culinova, Inc. and serves as a director. Furthermore, Mr. Cominsky is a shareholder in Culinova, Inc. Ms. Atkinson and Mr. Cominsky each own less than a 1% membership interest in Culinova, Inc. | 101 | | *Interests in GA HIA, LLC and its Lease* JW Roth, the Chairman and CEO of the Company, is the manager of GA HIA. GA HIA is a real estate holding company that owns approximately 65% of the land and buildings on which the Companys Bourbon Brothers Presents and Bourbon Brothers Smokehouse & Tavern venues in Georgia operate and is the landlord for those properties. GA HIA leases the property on which BBST GA operates the Bourbon Brothers Presents and Bourbon Brothers Smokehouse & Tavern venues in Georgia operate. For the first ten years of the lease, annual base rent payable by BBST GA and BBP GA to GA HIA is $641,410 and $191,590, respectively. Every five years of the term of the lease, the rent increases by 10%. The holders of the minority tenant-in-common interest for this property are Old Mill, LLC (30%) and a trust (5%). TIC owners are entitled to their pro rata portion of the net rent payments (after certain costs and expenses appurtenant to the ownership of the property are netted out, such as interest expenses and charges). Mr. Craddock, a director of Venu, is a manager and minority member of Old Mill, LLC and the trustee and beneficiary of the trust. Through these interests, together, Mr. Craddock has an indirect right to a portion of the net rents owed to GA HIA pursuant to the lease agreement between GA HIA and Bourbon Brothers Smokehouse and Tavern GA, LLC. *Interests in the Appraised Value of The Sunset McKinney* Chad Hennings was a director of the Company from January 2023 through January 2025. Mr. Hennings is a member of Rubicon Representation, LLC (*Rubicon*). In January 2023, Venu engaged Rubicon to serve as its exclusive agent to find, negotiate, and acquire suitable land sites in the State of Texas. On January 14, 2025, upon Venus closing on the real property upon which The Sunset McKinney will be constructed, Venu paid Mr. Hennings Family Assets, LP (in which Mr. Hennings has a 49% interest) a broker fee of $525,000, which is equal to 1.5% of the appraised value of that property. *Hall at Centennial* ** In April 2025, the Company entered into a purchase and sale agreement to acquire certain real property in Centennial, Colorado. On February 3, 2026, the Company entered into an Assignment of Purchase and Sale Agreement with Hall at Centennial, LLC, a subsidiary of the Company (the *Subsidiary*), pursuant to which the Company assigned its right, title, and interest in the previously disclosed Purchase and Sale Agreement between the Company and Old Mill, LLC (*Old Mill*) to the Subsidiary. Following such assignment, on February 3, 2026, the Subsidiary closed on the purchase of land in Centennial, Colorado (the *Centennial Property*) from Old Mill pursuant to the Purchase and Sale Agreement. The purchase price of approximately $12,612,000 for the Centennial Property was paid through a combination of cash and a promissory note in the principal amount of approximately $7,758,000, bearing interest at 4.5% per annum, made by the Company in favor of Old Mill. A director of the Company, Matthew Craddock, is a manager and minority member of Old Mill. Mr. Craddock, directly and through his indirect interests, has an approximate 20% membership interest in Old Mill. *Guarantees* Venu and JW Roth guarantee Venus and its subsidiaries debt. In exchange for Mr. Roth personally guaranteeing $27,906,312 principal amount of Venus bank debt and promissory notes (the *Principal Balance*), Venu pays Mr. Roth through a combination of personal guarantee fees and warrant and option issuances. With respect to Venus loans and promissory notes, Venu pays Mr. Roth a personal guarantee fee of 1% of the Principal Balance value per year. In 2025 and 2024, these payments totaled $305,456 and $146,919, respectively. Mr. Roth and a related-party guarantor (together, the Guarantors) are also personal guarantors of the $25,000,000 promissory note (the *McKinney Note*) that Venu delivered to MEDC as partial payment of the $35,000,000 purchase price payable to acquire a 46-acre tract from MEDC to construct The Sunset McKinney (the *McKinney Property*). On December 17, 2024, a subsidiary of Venu, Sunset at McKinney, LLC, entered into a Guarantee Fee Agreement with the Guarantors. In exchange for such personal guarantee of the McKinney Note, Venu agreed to pay the Guarantors a personal guarantee fee. On January14, 2025, as consideration for Mr. Roths personal guarantee of the McKinney Note, Venu granted Mr. Roth a five-year option to purchase 1,250,000 shares of Common Stock at an exercise price of $10.00 per share, which was immediately exercisable. | 102 | | At the closing of the McKinney Property, Venu also delivered to MEDC a cash payment of $10,000,000 to be held in a money market account (the *Deposit*), which will be returned to Venu upon a certificate of occupancy being issued and obtained for the McKinney Property. Interest earned on the Deposit is remitted by MEDC to Venu on a monthly basis (each, an *Interest Payment*). To compensate the Guarantors for the risks associated with personally guaranteeing the McKinney Note, upon Venus receipt of each Interest Payment from MEDC, Venu makes a corresponding payment to each of the Guarantors in an amount equal to half of each such Interest Payment. On May 27, 2025, for the purpose of funding the completion of a development adjacent to the Ford Amphitheater, the Company entered into Credit Agreement with Pueblo Bank & Trust, as lender for a draw down term loan (the *Construction Loan*). The Company may from time-to-time request advances under the Construction Loan not to exceed the aggregate amount of $6,000,000. This mortgage is personally guaranteed by Mr. Roth and, in exchange, Venu pays a guarantee fee of 1%. Artist 280 purchased an aircraft to support the Companys current and prospective corporate growth initiatives and development projects around the country. Effective September 26, 2025, Artist 280 borrowed $12,000,000 from PNC Bank, National Association. That loan is personally guaranteed by Mr. Roth up to $4,500,000 and, in exchange, Venu pays a guarantee fee of 1%. *Policies for Approval of Related-Party Transactions* Venu does not have a written policy regarding the review and approval of related-party transactions. Nevertheless, with respect to such transactions, it has been the practice of the Venu Board to consider the nature of and business reasons for such transactions, how the terms of such transactions compared to those which might be obtained from unaffiliated third parties, and whether such transactions were otherwise fair to and in the best interests of, or not contrary to, Venus best interests. **Director Independence** **** Applicable NYSE American listing rules require that our Board be comprised of a majority of independent directors. Based upon information requested from and provided by each of our directors concerning his or her background, employment, and affiliations, including family relationships, our Board has determined that each of our directors, except JW Roth, Mitchell Roth, and Heather Atkinson, qualify as an independent director as defined under applicable NYSE American listing rules. In making such determination, the Board considered the current and prior relationships that each director has with Venu and all other facts and circumstances that the Board deems relevant in determining the independence of each director, including any relevant related-party transactions and each directors beneficial ownership of Venu capital stock. See the sections of this Annual Report entitled Security Ownership of Certain Beneficial Owners and Management in Item12 and Certain Relationships and Related-Party Transactions in this Item13 for additional information. In addition, NYSE American listing rules require that, subject to specified exceptions, each member of Venus Audit, Compensation, and Nominating and Corporate Governance Committees be independent under the Exchange Act. Audit Committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act, and Compensation Committee members must also satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act. Under applicable NYSE American listing rules, a director will only qualify as an independent director if, in the opinion of the Board, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes of Rule 10A-3, a member of the Audit Committee may not, other than in his or her capacity as a member of the Audit Committee, the Board, or any other committee of the Board, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the Company or any of its subsidiaries or otherwise be an affiliated person of the Company or any of its subsidiaries. In order to be considered independent for purposes of Rule 10C-1, the Board must consider, for each member of the Compensation Committee, all factors specifically relevant to determining whether a director has a relationship to the Company that is material to that directors ability to be independent from management in connection with the duties of a Compensation Committee member, including, but not limited to: (1)the source of compensation of the director, including any consulting, advisory, or other compensatory fee paid by the Company to the director; and (2) whether the director is affiliated with the Company or any of its subsidiaries or affiliates. | 103 | | **Item14. Principal Accountant Fees and Services** **Audit, Audit-Related, Tax, and All Other Fees** Grassi & Co., CPAs, P.C. (*Grassi*) serves as the Companys independent registered public accounting firm. Audit services rendered by Grassi for the fiscal year ended December 31, 2025, included the annual audit of the Companys consolidated financial statements, which are included in reports to shareholders and the SEC, consultation on accounting and related matters, and services performed in connection with other regulatory filings. The table below shows the aggregate fees billed for professional services for the audits and audit-related fees of the Companys annual financial statements included in its Annual Report on Form 10-K for the years ended December31, 2025 and 2024, respectively, by Grassi. **** | | | For the Years Ended December 31, | | | | | | 2025 | | | 2024 | | | | Audit Fees(1) | | $ | 463,265 | | | $ | 462,375 | | | | Audit-Related Fees(2) | | | 100,181 | | | | 143,156 | | | | Tax Fees(3) | | | - | | | | - | | | | All Other Fees(4) | | | - | | | | - | | | | Total Fees | | $ | 563,446 | | | $ | 605,531 | | | | (1) | Audit Fees consist of fees billed for professional services rendered in connection with the audit of the Companys consolidated financial statements and review of interim condensed consolidated financial statements included in the Companys quarterly reports. | | | (2) | Audit-Related Fees consist of fees generally related to services rendered in connection with the Companys public offerings and filings. | | | (3) | Tax Fees consist of fees related to tax compliance, tax preparation, and other tax services. | | | (4) | All Other Fees consist of fees for all other services other than those reported above. | | **Pre-Approval Policies and Procedures of the Audit Committee** **** The charter of the Audit Committee requires the Audit Committee to pre-approve all audit and permitted non-audit and tax services that may be provided by the Companys independent registered public accounting firm and permits the Audit Committee to establish policies and procedures for the Audit Committees pre-approval of permitted services by the Companys independent registered public accounting firm on an on-going basis. The Audit Committee pre-approves all audit and permissible non-audit services performed by the Companys independent registered public accounting firm in order to assure that the provision of such services and related fees does not impair the independent registered public accounting firms independence. The independent registered public accounting firm must provide the Audit Committee with an engagement letter outlining the scope of the audit services proposed to be performed during the applicable calendar year and the proposed fees for such audit services. If agreed to by the Audit Committee, the engagement letter will be formally accepted by the Audit Committee as evidenced by the execution of the engagement letter by the Chair of the Audit Committee. The Audit Committee approves, if necessary, any changes in terms, conditions, and fees resulting from changes in audit scope, Company structure, or other matters. The Audit Committee may grant pre-approval for those permissible non-audit services that it believes are services that would not impair the independence of the independent registered public accounting firm. The Audit Committee may not grant approval for any services categorized as Prohibited Non-Audit Services by the SEC. Certain non-audit services have been pre-approved by the Audit Committee, and all other non-audit services must be separately approved by the Audit Committee. All of Grassis services and fees in fiscal years 2025 and 2024 were pre-approved by the Audit Committee in accordance with its pre-approval policy. | 104 | | **PART IV** **Item 15. Exhibits and Financial Statement Schedules** (a)(1) *Financial Statements* The accompanying index to financial statements on page F-1 of this Annual Report is provided in response to this Item. (a)(2) Financial Statement Schedules Financial statement schedules are either not required, or the required information is included in the consolidated financial statements or notes thereto included in the Index beginning on page F-1 of this Annual Report. (a)(3) *Exhibits* The exhibits to this Annual Report are set forth below. The exhibit index indicates each management contract or compensatory plan or arrangement required to be filed as an exhibit. **EXHIBIT INDEX** | Exhibit Number | | Description | | | 3.1 | | Amended and Restated Articles of Incorporation dated September 6, 2024 (incorporated herein by reference to Exhibit 3.1 to the Companys Form S-1/A filed on September 19, 2024) | | | 3.1 | | Certificate of Designation, Preferences, and Rights of Series B 4% Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the Companys Form 8-K filed on June 17, 2025) | | | 3.3 | | Amendment to Certificate of Designation, Preferences, and Rights of Series B 4% Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the Companys Form 8-K filed on January 9, 2026) | | | 3.4 | | Bylaws of Notes Live, Inc. dated April 5, 2022 (incorporated herein by reference to Exhibit 3.8 to the Companys Form S-1 filed on August 6, 2024) | | | 4.1 | | Specimen Certificate representing shares of Common Stock (incorporated herein by reference to Exhibit 4.2 to the Companys Annual Report on Form 10-K for the year ended December 31, 2024) | | | 4.2 | | Representatives Warrant issued to ThinkEquity, LLC (incorporated by reference to Exhibit 4.1 to the Companys Form S-1 filed on November 12, 2024 (File No. 333-281271). | | | 4.3 | | Form of Representatives Warrant issued to ThinkEquity LLC (incorporated herein by reference to Exhibit A to Exhibit 1.1 to the Companys Form S-1 filed August 22, 2025) | | | 4.4 | | Notes Live, Inc. Form of Compensatory Warrant (incorporated by reference to Exhibit 4.2 to the Companys Form S-1 filed on November12, 2024) | | | 4.5 | | Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed on March 11, 2026) | | | 4.6 | | Form of Pre-Funded Common Share Purchase Warrant (incorporated by reference to Exhibit 4.2 to the Companys Current Report on Form 8-K filed on March 11, 2026) | | | 4.7 | | Form of Representatives Warrant issued to ThinkEquity LLC, dated March10, 2026 (incorporated by reference to Exhibit 4.3 to the Companys Current Report on Form 8-K filed on March 11, 2026) | | | 10.1 | | Venu Holding Corporation Amended and Restated 2023 Omnibus Incentive Compensation Plan, as amended (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on October 30, 2025) | | | 10.2 | | Form of Incentive Stock Option Award Agreement under 2023 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.57 to the Companys Form 10-K for the year ended December 31, 2024) | | | 10.3 | | Form of Non-qualified Stock Option Award Agreement under 2023 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.58 to the Companys Form 10-K for the year ended December 31, 2024) | | | 10.4# | | Employment Agreement between Notes Live, Inc. and J.W. Roth, dated June 6, 2023 (incorporated by reference to Exhibit 10.2 to the Companys Form S-1 filed on November12, 2024) | | | 10.5 | | Form of Stock Leak-Out Agreement between Notes Live, Inc. and certain holders of the Common Stock of Notes Live, Inc. named therein (incorporated by reference to Exhibit 10.4 to the Companys Form S-1 filed on November12, 2024) | | | 10.6# | | Chapter 380, Grant, and Development Agreement between City of McKinney, Texas, McKinney Economic Development Corporation, McKinney Community Development Corporation, and Notes Live, Inc., dated April 16, 2024 (incorporated by reference to Exhibit 10.5 to the Companys Form S-1 filed on November 12, 2024) | | | 10.7 | | TAD Development Agreement between GA HIA, LLC and the City of Gainesville, Georgia, dated September 12, 2022 (incorporated by reference to Exhibit 10.6 to the Companys Form S-1 filed on November 12, 2024) | | | 105 | | | 10.8 | | Economic Development Agreement between Sunset at Broken Arrow, LLC, Broken Arrow Economic Development Authority, and City of Broken Arrow, Oklahoma, dated October 3, 2023 (incorporated by reference to Exhibit 10.7 to the Companys Form S-1 filed on November 12, 2024) | | | 10.9 | | Purchase and Sales Agreement between Sunset at Broken Arrow, LLC and City of Broken Arrow, Oklahoma, dated March 6, 2024 (incorporated by reference to Exhibit 10.12 to the Companys Form S-1 filed on November 12, 2024) | | | 10.10 | | Exclusive Operating Agreement between AEG Presents Rocky Mountains, LLC and Notes Live, Inc., dated June 14, 2023 (incorporated by reference to Exhibit 10.13 to the Companys Form S-1 filed on November 12, 2024) | | | 10.11 | | Guarantees Fee Agreement between Notes Live, Inc. and J. W. Roth, dated February 2024 (incorporated by reference to Exhibit 10.17 to the Companys Form S-1 filed on November 12, 2024) | | | 10.12 | | Lease Agreement between Bourbon Brothers, LLC and Bourbon Brothers Smokehouse and Tavern Colorado Springs, LLC d/b/a Southern Hospitality Southern Kitchen, LLC, dated May 29, 2013 (incorporated by reference to Exhibit 10.18 to the Companys Form S-1 filed on November 12, 2024) | | | 10.13 | | First Amendment to Lease Agreement between Bourbon Brothers, LLC, Bourbon Brothers Southern Kitchen Colorado Springs, LLC, and Bourbon Brothers Holding Corporation, dated June 1, 2014 (incorporated by reference to Exhibit 10.19 to the Companys Form S-1 filed on November 12, 2024) | | | 10.14 | | Assignment and Transfer of Lease Agreement between Bourbon Brothers, LLC d/b/a Hospitality Income & Asset, LLC, Bourbon Brothers Smokehouse and Tavern CS, LLC, Art Dimensions, Inc. d/b/a Southern Concepts Restaurant Group, Inc., and Bourbon Brothers Smokehouse and Tavern Colorado Springs, LLC d/b/a Southern Hospitality Southern Kitchen, LLC, dated March 27, 2017 (incorporated by reference to Exhibit 10.20 to the Companys Form S-1 filed on November 12, 2024) | | | 10.15 | | Lease Agreement between Hospitality Income & Asset, LLC and Bourbon Brothers Presents, LLC, dated October 23, 2018 (incorporated by reference to Exhibit 10.21 to the Companys Form S-1 filed on November 12, 2024) | | | 10.16 | | First Amendment to Lease Agreement between Hospitality Income & Asset, LLC and Bourbon Brothers Presents, LLC, dated April 1, 2022 (incorporated by reference to Exhibit 10.22 to the Companys Form S-1 filed on November 12, 2024) | | | 10.17 | | Lease Agreement between GA HIA, LLC and Bourbon Brothers Smokehouse and Tavern GA, LLC, dated April 1, 2022 (incorporated by reference to Exhibit 10.23 to the Companys Form S-1 filed on November 12, 2024) | | | 10.18 | | Loan Authorization and Agreement between Bourbon Brothers Entertainment LLC and U.S. Small Business Administration, dated May 4, 2020 (incorporated by reference to Exhibit 10.24 to the Companys Form S-1 filed on November 12, 2024) | | | 10.19 | | Commercial Promissory Note delivered by GA HIA, LLC in favor of Pinnacle Bank, dated May 26, 2022 (incorporated by reference to Exhibit 10.25 to the Companys Form S-1 filed on November 12, 2024) | | | 10.20 | | Unlimited Continuing Guaranty by Jay William Roth as guarantor of the obligations of GA HIA, LLC in favor of Pinnacle Bank, dated May 26, 2022 (incorporated by reference to Exhibit 10.26 to the Companys Form S-1 filed on November 12, 2024) | | | 10.21 | | Change in Terms Agreement between GA HIA, LLC and Pinnacle Bank, dated December 28, 2022 (incorporated by reference to Exhibit 10.27 to the Companys Form S-1 filed on November 12, 2024) | | | 10.22 | | Commercial Construction to Permanent Loan Agreement between GA HIA, LLC and Pinnacle Bank, dated December 28, 2022 (incorporated by reference to Exhibit 10.28 to the Companys Form S-1 filed on November 12, 2024) | | | 10.23 | | Purchase and Sale Agreement between GA HIA, LLC and the Gainesville Redevelopment Authority, dated June 22, 2021 (incorporated by reference to Exhibit 10.31 to the Companys Form S-1 filed on November 12, 2024) | | | 10.24 | | Change in Terms Agreement between Hospitality Income & Asset, LLC and Integrity Bank & Trust, dated July 1, 2021 (incorporated by reference to Exhibit 10.33 to the Companys Form S-1 filed on November 12, 2024) | | | 10.25 | | Unsecured Promissory Note delivered by Notes Live, Inc. in favor of The Sunset Amphitheater LLC, dated March 15, 2023 (incorporated by reference to Exhibit 10.34 to the Companys Form S-1 filed on November 12, 2024) | | | 106 | | | 10.26 | | Operations Sublease Agreement between Notes Live Foundation and Sunset Operations, LLC, dated August 21, 2024 (incorporated by reference to Exhibit 10.35 to the Companys Form S-1 filed on November 12, 2024) | | | 10.27 | | Assignment and Assumption of Leases between GA HIA, LLC and Matthew R. Craddock, as Trustee under the Matthew R. Craddock Irrevocable Trust Dated November 5, 2020 (incorporated by reference to Exhibit 10.36 to the Companys Form S-1 filed on November 12, 2024) | | | 10.28 | | Commercial Construction to Permanent Loan Agreement between GA HIA, LLC and Pinnacle Bank, as guaranteed by Jay William Roth, dated May 26, 2022 (incorporated by reference to Exhibit 10.37 to the Companys Form S-1 filed on November 12, 2024) | | | 10.29 | | Limited Continuing Guaranty by Matthew R. Craddock Irrevocable Trust in favor of Pinnacle Bank, dated December 28, 2022 (incorporated by reference to Exhibit 10.38 to the Companys Form S-1 filed on November 12, 2024) | | | 10.30 | | Limited Continuing Guaranty by Old Mill, LLC in favor of Pinnacle Bank, dated December 28, 2022 (incorporated by reference to Exhibit 10.39 to the Companys Form S-1 filed on November 12, 2024) | | | 10.31 | | Licensing Agreement between Notes Live, Inc. and Roth Premium Foods, LLC, dated May 18, 2022 (incorporated by reference to Exhibit 10.40 to the Companys Form S-1 filed on November 12, 2024) | | | 10.32 | | Ticketing Services Agreement between Notes Live, Inc. and AXS Group LLC, dated May 1, 2023 (incorporated by reference to Exhibit 10.42 to the Companys Form S-1 filed on November 12, 2024) | | | 10.33 | | First Amendment to Ticketing Services Agreement between Notes Live, Inc. and AXS Group LLC, dated March 29, 2024 (incorporated by reference to Exhibit 10.43 to the Companys Form S-1 filed on November 12, 2024) | | | 10.34 | | Purchase and Sale Agreement between Notes Live, Inc. and the City of El Paso, Texas, dated June 24, 2024 (incorporated by reference to Exhibit 10.45 to the Companys Form S-1 filed on November 12, 2024) | | | 10.35 | | Chapter 380 Economic Development Program Agreement between Notes Live, Inc. and the City of El Paso, Texas, dated July 2, 2024 (incorporated by reference to Exhibit 10.46 to the Companys Form S-1 filed on November 12, 2024) | | | 10.36 | | First Amendment to Chapter 380 Economic Development Program Agreement between Venu Holding Corporation and the City of El Paso, Texas, dated April 15, 2025 (incorporated herein by reference to Exhibit 10.1 to the Companys Form 8-K filed on April 24, 2025) | | | 10.37 | | Naming and Sponsorship Rights Agreement between Sunset Operations, LLC and Mountain States FDAF, dated May 15, 2024 (incorporated by reference to Exhibit 10.47 to the Companys Form S-1 filed on November 12, 2024) | | | 10.38 | | Ground Lease Agreement between Notes CS 1 MT, LLC and Sunset Amphitheater, LLC, dated August21, 2024 (incorporated by reference to Exhibit 10.48 to the Companys Form S-1 filed on November 12, 2024) | | | 10.39 | | Operations Lease Agreement between Sunset Amphitheater, LLC and Notes Live Foundation, dated August 21, 2024 (incorporated by reference to Exhibit 10.49 to the Companys Form S-1 filed on November 12, 2024) | | | 10.40 | | First Amendment to Operations Lease Agreement between Sunset Amphitheater, LLC and Notes Live Foundation, dated September 24, 2024 (incorporated by reference to Exhibit 10.50 to the Companys Form S-1 filed on November 12, 2024) | | | 10.41 | | First Amendment to Operations Sublease Agreement between Notes Live Foundation and Sunset Operations, LLC, dated September 24, 2024 (incorporated by reference to Exhibit 10.51 to the Companys Form S-1 filed on November 12, 2024) | | | 10.42 | | Guarantee Fee Agreement between Sunset at McKinney LLC, JW Roth, and Kevin ONeil, dated December17, 2024 (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the period ended September 30, 2024) | | | 10.43 | | Form of Secured Convertible Promissory Note to the lender named therein, dated February 28, 2025 (incorporated herein by reference to Exhibit 10.56 to the Companys Annual Report on Form 10-K for the year ended December 31, 2025) | | | 10.44 | | Credit Agreement between Venu Holding Corporation and The Pueblo Bank and Trust Company d/b/a PB&T Bank, dated May 27, 2025, (incorporated herein by reference to Exhibit 10.1 to the Companys Form 8-K filed on June 2, 2025) | | | 10.45 | | Draw Down Term Loan Promissory Note given by Venu Holding Corporation in favor of The Pueblo Bank and Trust Company d/b/a PB&T Bank, dated May 27, 2025 (incorporated herein by reference to Exhibit 10.2 to the Companys Form 8-K filed on June 2, 2025) | | | 10.46 | | Security Agreement between Venu Holding Corporation and The Pueblo Bank and Trust Company d/b/a PB&T Bank, dated May 27, 2025 (incorporated herein by reference to Exhibit 10.3 to the Companys Form 8-K filed on June 2, 2025) | | | 10.47 | | Binding Letter of Intent between Venu Holding Corporation and Aramark Sports and Entertainment Services, LLC , dated June 9, 2025 (incorporated herein by reference to Exhibit 10.1 to the Companys Form 8-K filed on June 10, 2025) | | | 10.48 | | First Amendment to Binding Letter of Intent between Venu Holding Corporation and Aramark Sports and Entertainment Services, LLC, dated January 5, 2026 (incorporated herein by reference to Exhibit 10.1 to the Companys Form 8-K filed on January 9, 2026) | | | 10.49 | | Tixr Services Agreement between Venu Holding Corporation and Tixr, Inc., effective September 3, 2025 (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on September 9, 2025) | | | 10.50 | | Real Estate Purchase and Sale Agreement between Notes Live Real Estate, LLC, and Belmont Manor Apartments, LLC, dated November 4, 2025 (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on November 10, 2025) | | | 10.51 | | Operator Agreement between the Company and Live Nation Worldwide, Inc., dated December 10, 2025 (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on December 12, 2025) | | | 10.52+ | | Promissory Note delivered by Venu 280, LLC in favor of PNC Bank, National Association | | | 10.53+ | | Aircraft Security Agreement, dated September26, 2025, between Venu 280, LLC and PNC Bank, National Association | | | 14.1+ | | Venu Holding Corporation Code of Business Conduct and Ethics | | | 19.1+ | | Venu Holding Corporation Insider Trading Policy | | | 21.1+ | | List of Subsidiaries of Venu Holding Corporation | | | 23.1+ | | Consent of Grassi & Co., CPAs, P.C., independent registered public accounting firm | | | 23.2+ | | Consent of Grassi & Co., CPAs, P.C., independent registered public accounting firm | | | 31.1+ | | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | | 31.2+ | | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | | 32.1+ | | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | | 32.2+ | | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | | 97.1 | | Compensation Clawback Policy (incorporated by reference to Exhibit 97.1 to the Companys Annual Report on Form 10-K for the year ended December 31, 2024) | | | 101+ | | The following materials from Venu Holding Corporations Annual Form on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL (eXtensible Business Reporting Language): (i)Consolidated Balance Sheets at December 31, 2025 and 2024; (ii) Consolidated Statements of Operations for the years ended December 31, 2025 and 2024; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2025 and 2024; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024; (v) Consolidated Statement of Changes in Stockholders Equity (Deficit) and Noncontrolling Interest for the years ended December 31, 2025 and 2024; and (vi) Notes to Consolidated Financial Statements. | | | 104+ | | Cover Page Interactive Data File (embedded within the Inline XBRL document). | | | | | | | | + | Filed electronically herewith. | | | # | Management contract or compensatory plan. | | | | Certain portions of this exhibit have been omitted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed. | | **Item 16. Form 10-K Summary** None. | 107 | | **SIGNATURES** **** Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. | | Venu Holding Corporation | | | | | | | | March 31, 2026 | By: | /s/ JW Roth | | | | | JW Roth | | | | | Founder, Chief Executive Officer, and Chairman | | Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: | Signature | | Title | | Date | | | | | | | | | | /s/ JW Roth | | Chief Executive Officer, Chairman, and Director (Principal Executive Officer) | | March 31, 2026 | | | JW Roth | | | | | | | | | | | | | | /s/ Heather Atkinson | | Chief Financial Officer, Secretary, Treasurer, and Director (Principal Financial and Accounting Officer) | | March 31, 2026 | | | Heather Atkinson | | | | | | | | | | | | | | /s/ Mitchell Roth | | Director | | March 31, 2026 | | | Mitchell Roth | | | | | | | | | | | | | | /s/ Steve Cominsky | | Director | | March 31, 2026 | | | Steve Cominsky | | | | | | | | | | | | | | /s/ Matt Craddock | | Director | | March 31, 2026 | | | Matt Craddock | | | | | | | | | | | | | | /s/ Dave Lavigne | | Director | | March 31, 2026 | | | Dave Lavigne | | | | | | | | | | | | | | /s/ Thomas Finke | | Director | | March 31, 2026 | | | Thomas Finke | | | | | | | 108 | | **INDEX TO CONSOLIDATED FINANCIAL STATEMENTS** **Audited Consolidated Financial Statements of VENU HOLDING CORPORATION** | Report of Independent Registered Public Accounting Firm | | F-1 | | | | | | | | Consolidated Balance Sheets as of December 31, 2025 and 2024 | | F-2 | | | | | | | | Consolidated Statements of Operations for the years ended December 31, 2025 and 2024 | | F-3 | | | | | | | | Consolidated Statements of Changes in Stockholders Equity for the years ended December 31, 2025 and 2024 | | F-4 | | | | | | | | Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 | | F-5 | | | | | | | | Notes to Consolidated Financial Statements | | F-6 | | | | | **** **VENU HOLDING CORPORATION AND SUBSIDIARIES** **** **CONSOLIDATED Financial Statements** FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 | | | TABLE OF CONTENTS | | Page | | | | | | | Report of Independent Registered Public Accounting Firm PCAOB ID: 606 | F-1 | | | | | | | Consolidated Balance Sheets | F-2 | | | | | | | Consolidated Statements of Operations | F-3 | | | | | | | Consolidated Statements of Changes in Stockholders Equity | F-4 | | | | | | | Consolidated Statements of Cash Flows | F-5 | | | | | | | Notes to Consolidated Financial Statements | F-6-34 | | | | | | | | * REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Venu Holding Corporation and Subsidiaries Colorado Springs, Colorado **Opinion on the Financial Statements** **** We have audited the accompanying consolidated balance sheets of Venu Holding Corporation and Subsidiaries (the Company) as of December 31, 2025 and 2024, and the related consolidated statements of operations, changes in stockholders equity, and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. **Basis for Opinion** **** These consolidated financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. GRASSI & CO., CPAs, P.C. We have served as the Companys auditor since 2023. Jericho, New York March 31, 2026 | F-1 | | **VENU HOLDING CORPORATION AND SUBSIDIARIES** **CONSOLIDATED BALANCE SHEETS** (in US Dollars) | | | 2025 | | | 2024 | | | | | | As of | | | | | | December 31, | | | December 31, | | | | | | 2025 | | | 2024 | | | | ASSETS | | | | | | | | | | | Current assets | | | | | | | | | | | Cash and cash equivalents | | $ | 41,306,358 | | | $ | 37,969,454 | | | | Inventories | | | 474,467 | | | | 225,283 | | | | Prepaid expenses and other current assets | | | 2,546,523 | | | | 850,951 | | | | Total current assets | | | 44,327,348 | | | | 39,045,688 | | | | Other assets | | | | | | | | | | | Property and equipment, net | | | 305,947,277 | | | | 137,215,936 | | | | Intangible assets, net | | | 144,558 | | | | 211,276 | | | | Operating lease right-of-use assets, net | | | 17,397,009 | | | | 1,351,600 | | | | Investment in EIGHT Brewing | | | 1,999,999 | | | | - | | | | Investment in related parties | | | 555,262 | | | | 550,000 | | | | Investment | | | | | | | | | Security and other deposits | | | 183,582 | | | | 43,015 | | | | Total other assets | | | 326,227,687 | | | | 139,371,827 | | | | Total assets | | $ | 370,555,035 | | | $ | 178,417,515 | | | | | | | | | | | | | | | LIABILITIES AND STOCKHOLDERS EQUITY | | | | | | | | | | | Accounts payable | | $ | 25,129,485 | | | $ | 7,283,033 | | | | Accrued expenses | | | 27,847,751 | | | | 3,556,819 | | | | Accrued payroll and payroll taxes | | | 577,360 | | | | 262,387 | | | | Deferred revenue | | | 1,542,564 | | | | 1,528,159 | | | | Current portion of convertible debt | | | - | | | | 9,433,313 | | | | Current portion of operating lease liabilities | | | 605,261 | | | | 364,244 | | | | Current portion licensing liability | | | 223,333 | | | | - | | | | Current portion NNN firesuite liability | | | 1,026,300 | | | | - | | | | Current portion of long-term debt | | | 400,108 | | | | 2,101,501 | | | | Total current liabilities | | | 57,352,162 | | | | 24,529,456 | | | | | | | | | | | | | | | Long-term portion of operating lease liabilities | | | 16,886,027 | | | | 1,020,604 | | | | Long-term licensing liability and other liabilities | | | 8,951,600 | | | | 7,950,000 | | | | Long-term convertible debt | | | 1,907,530 | | | | - | | | | Long-term NNN firesuite liability | | | 30,038,214 | | | | - | | | | Long-term debt, net of current portion | | | 56,568,151 | | | | 14,100,217 | | | | Total liabilities | | $ | 171,703,684 | | | $ | 47,600,277 | | | | Commitments and contingencies - See Note 16 | | | - | | | | - | | | | Mezzanine Equity | | | | | | | | | | | Contingently Redeemable Convertible Cumulative Series B Preferred Stock, $0.001 par - 1,342 authorized, 675 issued and outstanding at December 31, 2025 and 0 authorized, issued and outstanding at December 31, 2024 | | $ | 10,125,000 | | | $ | - | | | | Stockholders Equity | | | | | | | | | | | Common stock, $0.001 par - 144,000,000 authorized, 42,860,764 issued and outstanding at December 31, 2025 and 37,471,465 issued and outstanding at December 31, 2024 | | | 42,961 | | | | 37,472 | | | | Class B common stock, $0.001 par - 1,000,000 authorized, 304,990 issued and outstanding at December 31, 2025 and 379,990 issued and outstanding at December 31, 2024 | | | 304 | | | | 379 | | | | Common stock, value | | | 304 | | | | 379 | | | | Additional paid-in capital | | | 222,052,687 | | | | 144,546,368 | | | | Accumulated deficit | | | (91,454,930 | ) | | | (47,361,208 | ) | | | Stockholders' Equity before Treasury Stock | | $ | 130,641,022 | | | $ | 97,223,011 | | | | Treasury Stock, at cost - 752,435 shares at December 31, 2025 and 276,245 shares at December 31, 2024 | | | (7,899,600 | ) | | | (1,500,076 | ) | | | Total Venu Holding Corporation and subsidiaries equity | | $ | 122,741,422 | | | $ | 95,722,935 | | | | Non-controlling interest | | | 65,984,929 | | | | 35,094,303 | | | | Total stockholders equity | | $ | 188,726,351 | | | $ | 130,817,238 | | | | Total liabilities and stockholders equity | | $ | 370,555,035 | | | $ | 178,417,515 | | | See notes to accompanying consolidated financial statements. | F-2 | | **VENU HOLDING CORPORATION AND SUBSIDIARIES** **CONSOLIDATED STATEMENTS OF OPERATIONS** (in US Dollars) | | | 2025 | | | 2024 | | | | | | For the years ended | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | | Revenues | | | | | | | | | | | Restaurant including food and beverage revenue, net | | $ | 9,773,696 | | | $ | 10,828,972 | | | | Event center ticket and fees revenue, net | | | 6,045,286 | | | | 4,648,478 | | | | Rental and sponsorship revenue, net | | | 2,078,064 | | | | 2,356,933 | | | | Total revenues, net | | $ | 17,897,046 | | | $ | 17,834,383 | | | | Operating costs | | | | | | | | | | | Food and beverage | | | 2,379,204 | | | | 2,409,133 | | | | Event center | | | 3,575,159 | | | | 2,554,606 | | | | Labor | | | 4,658,088 | | | | 4,383,505 | | | | Rent | | | 1,838,238 | | | | 1,361,787 | | | | General and administrative | | | 36,954,414 | | | | 18,832,115 | | | | Equity compensation | | | 15,345,687 | | | | 12,015,133 | | | | Depreciation and amortization | | | 6,177,692 | | | | 3,656,229 | | | | Total operating costs | | $ | 70,928,482 | | | $ | 45,212,508 | | | | | | | | | | | | | | | Gain on sale of property ($6,608,315 gain from related party transaction) | | | 6,896,983 | | | | - | | | | | | | | | | | | | | | Loss from operations | | $ | (46,134,453 | ) | | $ | (27,378,125 | ) | | | | | | | | | | | | | | Other income (expense), net | | | | | | | | | | | Interest expense, net | | | (4,582,602 | ) | | | (3,201,230 | ) | | | Other expense | | | (199,168 | ) | | | (2,500,006 | ) | | | Other income | | | 135,000 | | | | 130,387 | | | | Total other income (expense), net | | | (4,646,770 | ) | | | (5,570,849 | ) | | | | | | | | | | | | | | Net loss | | $ | (50,781,223 | ) | | $ | (32,948,974 | ) | | | | | | | | | | | | | | Net loss attributable to non-controlling interests | | | (6,687,501 | ) | | | (2,609,219 | ) | | | Net loss attributable to Venu | | | (44,093,722 | ) | | | (30,339,755 | ) | | | Preferred stock dividend | | | 223,875 | | | | - | | | | Net loss attributable to common stockholders | | $ | (44,317,597 | ) | | $ | (30,339,755 | ) | | | | | | | | | | | | | | Weighted average number of shares of Class B common stock, outstanding, basic and diluted | | | 363,552 | | | | 724,629 | | | | Basic and diluted net loss per share of Class B common stock | | $ | (1.10 | ) | | $ | (0.86 | ) | | | | | | | | | | | | | | Weighted average number of shares of Class C common stock, outstanding, basic and diluted | | | - | | | | 6,758,034 | | | | Basic and diluted net loss per share of Class C common stock | | $ | - | | | $ | (0.86 | ) | | | | | | | | | | | | | | Weighted average number of shares of Class D common stock, outstanding, basic and diluted | | | - | | | | 16,319,014 | | | | Basic and diluted net loss per share of Class D common stock | | $ | - | | | $ | (0.86 | ) | | | | | | | | | | | | | | Weighted average number of shares of Common stock, outstanding, basic and diluted | | | 39,981,214 | | | | 11,642,944 | | | | Basic and diluted net loss per share of Common stock | | $ | (1.10 | ) | | $ | (0.86 | ) | | See notes to accompanying consolidated financial statements. | F-3 | | **VENU HOLDING CORPORATION AND SUBSIDIARIES** **CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT)** (in US Dollars) | | | Number of Shares | | | Amount | | | Number of Shares | | | Amount | | | Number of Shares | | | Amount | | | Number of Shares | | | Amount | | | Paid In Capital | | | Accumulated Deficit | | | Number of Shares | | | Amount | | | Corporation Equity | | | Controlling Interests | | | Total Equity | | | | | | Class B Common Stock | | | Class C Common Stock | | | Class D Common Stock | | | Common Stock | | | Additional | | | | | Treasury Stock | | | Total Venu Holding | | | Non- | | | | | | | | Number of Shares | | | Amount | | | Number of Shares | | | Amount | | | Number of Shares | | | Amount | | | Number of Shares | | | Amount | | | Paid In Capital | | | Accumulated Deficit | | | Number of Shares | | | Amount | | | Corporation Equity | | | Controlling Interests | | | Total Equity | | | | Balances at December 31, 2024 | | | 379,990 | | | $ | 379 | | | | - | | | $ | - | | | | - | | | $ | - | | | | 37,471,465 | | | $ | 37,472 | | | $ | 144,546,368 | | | $ | (47,361,208 | ) | | | 276,245 | | | $ | (1,500,076 | ) | | $ | 95,722,935 | | | $ | 35,094,303 | | | $ | 130,817,238 | | | | Issuance of shares | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 2,950,722 | | | | 2,951 | | | | 33,071,150 | | | | - | | | | - | | | | - | | | | 33,074,101 | | | | - | | | | 33,074,101 | | | | Exercise of warrants | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 127,273 | | | | 127 | | | | 344,973 | | | | - | | | | - | | | | - | | | | 345,100 | | | | - | | | | 345,100 | | | | Warrants issued as debt discount with convertible debt transaction | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 1,210,926 | | | | - | | | | - | | | | - | | | | 1,210,926 | | | | - | | | | 1,210,926 | | | | Equity issued for services | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 30,000 | | | | 30 | | | | 277,870 | | | | - | | | | - | | | | - | | | | 277,900 | | | | - | | | | 277,900 | | | | Equity based compensation | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 15,067,787 | | | | - | | | | - | | | | - | | | | 15,067,787 | | | | - | | | | 15,067,787 | | | | Equity issued for interest for convertible promissory note | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 146,034 | | | | 146 | | | | 803,558 | | | | - | | | | - | | | | - | | | | 803,704 | | | | - | | | | 803,704 | | | | Equity issued for interest for convertible promissory note renewal | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 36,460 | | | | 36 | | | | 364,564 | | | | - | | | | - | | | | - | | | | 364,600 | | | | - | | | | 364,600 | | | | Acquisition of treasury stock | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (476,190 | ) | | | (476 | ) | | | - | | | | - | | | | 476,190 | | | | (6,399,524 | ) | | | (6,400,000 | ) | | | - | | | | (6,400,000 | ) | | | Shareholder contribution associated with convertible debt transaction | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | Conversion of convertible debt and interest to common stock | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 1,000,000 | | | | 1,000 | | | | 9,999,000 | | | | - | | | | - | | | | - | | | | 10,000,000 | | | | - | | | | 10,000,000 | | | | Conversion of convertible promissory note to common stock | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 1,500,000 | | | | 1,600 | | | | 14,998,718 | | | | - | | | | - | | | | - | | | | 15,000,318 | | | | - | | | | 15,000,318 | | | | Contingently Redeemable Convertible Cumulative Series B Preferred Stock dividends accrued | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (223,875 | ) | | | - | | | | - | | | | - | | | | (223,875 | ) | | | - | | | | (223,875 | ) | | | Conversion of Common Stock Class B to Common Stock | | | (75,000 | ) | | | (75 | ) | | | - | | | | - | | | | - | | | | - | | | | 75,000 | | | | 75 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | Subsidiary issuance of shares, net of Venu purchase of Subsidiary shares | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 1,591,648 | | | | - | | | | - | | | | - | | | | 1,591,648 | | | | 40,454,795 | | | | 42,046,443 | | | | Distributions to non-controlling shareholders | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (2,876,668 | ) | | | (2,876,668 | ) | | | Net loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (44,093,722 | ) | | | - | | | | - | | | | (44,093,722 | ) | | | (6,687,501 | ) | | | (50,781,223 | ) | | | Balances at December 31, 2025 | | | 304,990 | | | $ | 304 | | | | - | | | $ | - | | | | - | | | $ | - | | | | 42,860,764 | | | $ | 42,961 | | | $ | 222,052,687 | | | $ | (91,454,930 | ) | | | 752,435 | | | $ | (7,899,600 | ) | | $ | 122,741,422 | | | $ | 65,984,929 | | | $ | 188,726,351 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balances at December 31, 2023 | | | 1,959,445 | | | $ | 1,960 | | | | 30,306,030 | | | $ | 30,306 | | | $ | - | | | $ | - | | | | - | | | $ | - | | | $ | 47,743,085 | | | $ | (17,021,453 | ) | | | 76,245 | | | $ | (76 | ) | | $ | 30,753,822 | | | $ | 31,225,863 | | | $ | 61,979,685 | | | | Balance | | | 1,959,445 | | | $ | 1,960 | | | | 30,306,030 | | | $ | 30,306 | | | $ | - | | | $ | - | | | | - | | | $ | - | | | $ | 47,743,085 | | | $ | (17,021,453 | ) | | | 76,245 | | | $ | (76 | ) | | $ | 30,753,822 | | | $ | 31,225,863 | | | $ | 61,979,685 | | | | Issuance of shares | | | - | | | | - | | | | 2,832,584 | | | | 2,833 | | | | - | | | | - | | | | 467,757 | | | | 468 | | | | 32,056,249 | | | | - | | | | - | | | | - | | | | 32,059,550 | | | | - | | | | 32,059,550 | | | | Exercise of warrants | | | 52,847 | | | | 52 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 52 | | | | - | | | | 52 | | | | Warrants issued as debt discount | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 3,000,140 | | | | - | | | | - | | | | - | | | | 3,000,140 | | | | - | | | | 3,000,140 | | | | Equity issued for services | | | - | | | | - | | | | 700,000 | | | | 700 | | | | - | | | | - | | | | - | | | | - | | | | 6,999,300 | | | | - | | | | - | | | | - | | | | 7,000,000 | | | | - | | | | 7,000,000 | | | | Equity based compensation | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 4,865,833 | | | | - | | | | - | | | | - | | | | 4,865,833 | | | | - | | | | 4,865,833 | | | | Equity issued for fixed asset acquisition | | | - | | | | - | | | | - | | | | - | | | | 276,100 | | | | 276 | | | | - | | | | - | | | | 2,760,724 | | | | - | | | | - | | | | - | | | | 2,761,000 | | | | - | | | | 2,761,000 | | | | Equity issued for interest and fees for convertible debt transaction | | | - | | | | - | | | | - | | | | - | | | | 32,940 | | | | 32 | | | | 43,752 | | | | 44 | | | | 766,844 | | | | - | | | | - | | | | - | | | | 766,920 | | | | - | | | | 766,920 | | | | Acquisition of treasury stock | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (200,000 | ) | | | (200 | ) | | | 200 | | | | - | | | | 200,000 | | | | (1,500,000 | ) | | | (1,500,000 | ) | | | - | | | | (1,500,000 | ) | | | Shareholder contribution associated with convertible debt transaction | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 2,500,000 | | | | - | | | | - | | | | - | | | | 2,500,000 | | | | - | | | | 2,500,000 | | | | Common shares issued through initial public offering | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 1,380,000 | | | | 1,380 | | | | 12,652,720 | | | | - | | | | - | | | | - | | | | 12,654,100 | | | | - | | | | 12,654,100 | | | | Conversion of Common Stock Class B to Common Stock Class D | | | (1,628,636 | ) | | | (1,629 | ) | | | - | | | | - | | | | 1,628,636 | | | | 1,629 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | Conversion of Common Stock Class B to Common Stock | | | (3,666 | ) | | | (4 | ) | | | - | | | | - | | | | - | | | | - | | | | 3,666 | | | | 4 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | Conversion of Common Stock Class C to Common Stock Class D | | | - | | | | - | | | | (33,838,614 | ) | | | (33,839 | ) | | | 33,838,614 | | | | 33,839 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | Conversion of Common Stock Class D to Common Stock | | | - | | | | - | | | | - | | | | - | | | | (35,776,290 | ) | | | (35,776 | ) | | | 35,776,290 | | | | 35,776 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | Subsidiary issuance of shares, net of Venu purchase of Subsidiary shares | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 31,201,273 | | | | - | | | | - | | | | - | | | | 31,201,273 | | | | 7,412,094 | | | | 38,613,367 | | | | Distributions to non-controlling shareholders | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (934,435 | ) | | | (934,435 | ) | | | Net loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (30,339,755 | ) | | | - | | | | - | | | | (30,339,755 | ) | | | (2,609,219 | ) | | | (32,948,974 | ) | | | Balances at December 31, 2024 | | | 379,990 | | | $ | 379 | | | | - | | | $ | - | | | | - | | | $ | - | | | | 37,471,465 | | | $ | 37,472 | | | $ | 144,546,368 | | | $ | (47,361,208 | ) | | | 276,245 | | | $ | (1,500,076 | ) | | $ | 95,722,935 | | | $ | 35,094,303 | | | $ | 130,817,238 | | | | Balance | | | 379,990 | | | $ | 379 | | | | - | | | $ | - | | | | - | | | $ | - | | | | 37,471,465 | | | $ | 37,472 | | | $ | 144,546,368 | | | $ | (47,361,208 | ) | | | 276,245 | | | $ | (1,500,076 | ) | | $ | 95,722,935 | | | $ | 35,094,303 | | | $ | 130,817,238 | | | See notes to accompanying consolidated financial statements. | F-4 | | **VENU HOLDING CORPORATION AND SUBSIDIARIES** **CONSOLIDATED STATEMENTS OF CASH FLOWS** (in US Dollars) | | | 2025 | | | 2024 | | | | | | For the years ended December 31, | | | | | | 2025 | | | 2024 | | | | Net loss | | $ | (50,781,223 | ) | | $ | (32,948,974 | ) | | | Adjustments to reconcile net loss to net cash provided by operating activities: | | | | | | | | | | | Gain on sale of property ($6,608,315 gain from related party transaction) | | | (6,896,983 | ) | | | - | | | | Equity issued for interest on debt | | | 1,168,304 | | | | 766,920 | | | | Equity based compensation | | | 15,067,787 | | | | 12,015,133 | | | | Equity issued for services | | | 277,900 | | | | - | | | | Amortization of debt discount | | | 916,681 | | | | 2,917,989 | | | | Noncash lease expense | | | 532,187 | | | | 498,808 | | | | Depreciation and amortization | | | 6,177,692 | | | | 3,656,229 | | | | Noncash financing expense | | | - | | | | 2,500,000 | | | | Project abandonment loss | | | - | | | | 668,403 | | | | Noncash interest and debt discount | | | 275,514 | | | | - | | | | Changes in operating assets and liabilities: | | | | | | | | | | | Inventories | | | (249,184 | ) | | | (39,537 | ) | | | Prepaid expenses and other current assets | | | (1,695,572 | ) | | | (641,736 | ) | | | Security and other deposits | | | (140,567 | ) | | | 332,889 | | | | Accounts payable | | | 17,846,452 | | | | 4,694,025 | | | | Accrued expenses | | | 24,067,057 | | | | 2,858,450 | | | | Accrued payroll and payroll taxes | | | 314,973 | | | | (69,070 | ) | | | Deferred revenue | | | 14,405 | | | | 764,078 | | | | Operating lease liabilities | | | (471,156 | ) | | | (465,890 | ) | | | Licensing liability | | | 1,224,933 | | | | 6,250,000 | | | | Net cash provided by operating activities | | | 7,649,200 | | | | 3,757,717 | | | | Cash flows from investing activities | | | | | | | | | | | Purchase of property and equipment | | | (141,655,251 | ) | | | (72,483,650 | ) | | | Investment in EIGHT Brewing | | | (1,999,999 | ) | | | - | | | | Investment in related party | | | (5,262 | ) | | | - | | | | Proceeds from sale of 13141 BP | | | 2,627,990 | | | | - | | | | Proceeds from gain on sale of property - related party | | | 7,600,000 | | | | - | | | | Net cash acquired from acquisition of 13141 BP | | | - | | | | 74,085 | | | | Net cash used in investing activities | | | (133,432,522 | ) | | | (72,409,565 | ) | | | Cash flows from financing activities | | | | | | | | | | | Receipt of convertible promissory note | | | 18,000,000 | | | | - | | | | Receipt of short-term promissory note | | | - | | | | (10,000 | ) | | | Proceeds from NNN firesuite liability | | | 30,789,000 | | | | - | | | | Proceeds from municipality promissory note | | | - | | | | 6,200,000 | | | | Proceeds from issuance of Contingently Redeemable Convertible Cumulative Series B Preferred Stock | | | 10,125,000 | | | | - | | | | Proceeds from issuance of shares | | | 33,074,101 | | | | 31,960,250 | | | | IPO issued | | | - | | | | 12,654,100 | | | | Proceeds from exercise of warrants | | | 345,100 | | | | 52 | | | | Proceeds from sale of non-controlling interest equity | | | 42,046,443 | | | | 38,463,367 | | | | Acquisition of treasury stock | | | - | | | | (1,500,000 | ) | | | Principal payments on long-term debt | | | (382,750 | ) | | | (313,136 | ) | | | Payment of promissory note | | | (2,000,000 | ) | | | - | | | | Payment for personal guarantee on convertible debt | | | - | | | | (100,000 | ) | | | Distributions to non-controlling shareholders | | | (2,876,668 | ) | | | (934,435 | ) | | | Net cash provided by financing activities | | | 129,120,226 | | | | 86,420,198 | | | | Net increase in cash and cash equivalents | | | 3,336,904 | | | | 17,768,350 | | | | Cash and cash equivalents, beginning | | | 37,969,454 | | | | 20,201,104 | | | | Cash and cash equivalents, ending | | $ | 41,306,358 | | | $ | 37,969,454 | | | | Supplemental disclosure of non-cash operating, investing and financing activities: | | | | | | | | | | | Cash paid for interest | | $ | 621,391 | | | $ | 406,483 | | | | Cash paid for income taxes | | $ | - | | | $ | - | | | | Property acquired via promissory note | | $ | 42,918,071 | | | $ | - | | | | Right-of-Use Assets obtained in exchange for operating lease liabilities | | $ | 16,498,944 | | | $ | 471,476 | | | | Conversion of convertible debt and interest to common equity | | $ | 25,000,318 | | | $ | - | | | | Debt discounts - warrants | | $ | 1,210,926 | | | $ | 3,000,140 | | | | Accrued preferred stock dividends | | $ | 223,875 | | | $ | - | | | | Acquisition of treasury stock from sale of property - related party | | $ | 6,400,000 | | | $ | - | | | | Property acquired via convertible debt | | $ | - | | | $ | 10,000,000 | | | | Property acquired via short-term promissory note | | $ | - | | | $ | 2,000,000 | | | | Land returned in exchange for termination of promissory note payable | | $ | - | | | $ | 3,267,000 | | | | Debt discount - suite granted to lender | | $ | - | | | $ | 200,000 | | | | Equity issued for origination fee | | $ | - | | | $ | 100,000 | | | See notes to accompanying consolidated financial statements. | F-5 | | **** **VENU HOLDING CORPORATION AND SUBSIDIARIES** **NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED** **DECEMBER 31, 2025 AND 2024** **** **NOTE 1 ORGANIZATION AND DESCRIPTION OF BUSINESS** **Organization** Venu Holding Corporation (Venu or the Company f/k/a Notes Live, Inc.) is a Colorado corporation formed on March 13, 2017. The Company is a hospitality and entertainment business to which it earns revenues from operating restaurants, hosting events, renting event space and operating outdoor amphitheaters. The Company and its subsidiaries operate within the United States of America. The Companys registered office is at 1755 Telstar Drive, Suite 501, Colorado Springs, Colorado 80920. The Companys subsidiaries and its interests in each are presented below: **SCHEDULE OF COMPANYS SUBSIDIARIES AND ITS INTERESTS** | | | | | As of | | | As of | | | | | | | | December 31, 2025 | | | December 31, 2024 | | | | Name of Entity | | Place of Incorporation | | Interest | | | Interest | | | | Bourbon Brothers Holdings LLC (BBH) | | Colorado | | | 100 | % | | | 100 | % | | | Bourbon Brothers Smokehouse and Tavern CS, LLC (BBST) | | Colorado | | | 100 | % | | | 100 | % | | | Bourbon Brothers Presents, LLC d/b/a Phil Long Music Hall (BBP) * | | Colorado | | | 89 | % | | | 89 | % | | | Bourbon Brothers Smokehouse and Tavern GA, LLC (BBSTGA) | | Georgia | | | 100 | % | | | 100 | % | | | Bourbon Brothers Presents GA, LLC (BBPGA) | | Georgia | | | 100 | % | | | 100 | % | | | Notes Holding Company, LLC (NH) | | Colorado | | | 100 | % | | | 100 | % | | | 13141 Notes, LLC d/b/a Notes (Notes) | | Colorado | | | 100 | % | | | 100 | % | | | Sunset Amphitheater, LLC (Sunset) * | | Colorado | | | 14 | % | | | 10 | % | | | Hospitality Income & Asset, LLC (HIA) * | | Colorado | | | 99 | % | | | 99 | % | | | Bourbon Brothers Licensing, LLC (BBL) | | Colorado | | | 100 | % | | | 100 | % | | | GA HIA, LLC (GAHIA) * | | Colorado | | | 15 | % | | | 16 | % | | | Notes Live Real Estate, LLC(NotesRE) | | Colorado | | | 100 | % | | | 100 | % | | | Roths Sea & Steak, LLC (Roth Sea) | | Colorado | | | 100 | % | | | 100 | % | | | Sunset Operations, LLC (SunsetOps) | | Colorado | | | 100 | % | | | 100 | % | | | Sunset Hospitality Collection, LLC (SHC) * | | Colorado | | | 54 | % | | | 47 | % | | | Notes Hospitality Collection, LLC (NHC) | | Colorado | | | 100 | % | | | 100 | % | | | Sunset at Broken Arrow, LLC (BA) * | | Colorado | | | 54 | % | | | 74 | % | | | Sunset at Mustang Creek, LLC (MC) | | Colorado | | | 100 | % | | | 89 | % | | | Sunset at McKinney, LLC (MK) * | | Colorado | | | 68 | % | | | 80 | % | | | Sunset Operations at McKinney, LLC (McKinneyOps) | | Colorado | | | 100 | % | | | 100 | % | | | Sunset at El Paso, LLC (EP) * | | Colorado | | | 98 | % | | | 100 | % | | | Sunset Operations at El Paso, LLC (EPOps) | | Colorado | | | 100 | % | | | 100 | % | | | Polaris Pointe Parking, LLC (PPP) | | Colorado | | | 100 | % | | | 100 | % | | | Venu Income, LLC (Income) * | | Colorado | | | 94 | % | | | 0 | % | | | Venu VIP Rides, LLC (Rides) * | | Colorado | | | 50 | % | | | 50 | % | | | Notes CS I, DST (Trust) * | | Delaware | | | 86 | % | | | 100 | % | | | Notes CS I Holdings, LLC (Holdings LLC) | | Colorado | | | 100 | % | | | 100 | % | | | Notes CS I ST, LLC (Signatory) | | Colorado | | | 100 | % | | | 100 | % | | | Venu LuxeSuite Holdings, LLC (Luxe) | | Colorado | | | 100 | % | | | 0 | % | | | Venu 280, LLC (Artist 280)* | | Colorado | | | 100 | % | | | 0 | % | | | Venu Presents LLC (Venu Presents) | | Colorado | | | 100 | % | | | 0 | % | | | Sunset at Houston in Webster, LLC (Sunset Houston) * | | Colorado | | | 98 | % | | | 0 | % | | | Hall at Centennial LLC (Centennial) * | | Colorado | | | 93 | % | | | 0 | % | | **** | * | These entities are considered majority-owned subsidiaries or variable interest entities and consolidated into the Venu Holding Corporation consolidated financials | | **** **** | F-6 | | **** **** **VENU HOLDING CORPORATION AND SUBSIDIARIES** **NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED** **DECEMBER 31, 2025 AND 2024** **** **NOTE 1 ORGANIZATION AND DESCRIPTION OF BUSINESS (Continued)** Bourbon Brothers Holdings Company, LLC (BBH) is a holding Company designed to own and manage each of the Bourbon Brothers-related operating entities. Bourbon Brothers Smokehouse and Tavern CS, LLC (BBST) is the sole owner and operator of its restaurant operations. The restaurant building is leased from Hospitality Income & Asset, LLC (HIA), a majority owned subsidiary, whom the Company has a lease with and then purchased a majority of HIA in the year ended December 31, 2022 (refer to Note 7 Related Party Transactions footnote for further details of this acquisition). Bourbon Brothers Presents, LLC d/b/a Phil Long Music Hall (BBP) specializes in producing music concerts as well as other types of live entertainment, including comedy acts and speaking engagements. Additionally, BBP utilizes the event venue (event venue) to host corporate events and weddings, among other utilizations of the facility. BBP is the sole owner and operator of the Phil Long Music Hall event venue facility. The Phil Long Music Hall event venue building is leased from HIA, a related party (refer to Note 5 Leases footnote for further details). The Company owns 89% of this majority-owned subsidiary and 100% of its voting control and consolidates it into its financials. Bourbon Brothers Smokehouse and Tavern GA, LLC (BBSTGA) is the sole owner and operator of its restaurant operations. Bourbon Brothers Presents GA, LLC (BBPGA) is the Companys concert and event venue in Gainesville, Georgia, specializing in producing music concerts as well as other types of live entertainment, including comedy acts and speaking engagements. Additionally, this concert and event venue facility is utilized to host corporate events and weddings. BBPGA is the sole owner and operator of the facility operations. Bourbon Brothers Licensing, LLC (BBL) BBL is designed to exclusively serve as the entity which licenses the Bourbon Brothers brand. Notes Holding Company, LLC (NH) is a pass-through entity established to hold the Companys equity interests in various subsidiaries. 13141 Notes, LLC (Notes) is the restaurant operating entity, managing the Notes Eatery (formally known as Buttermilk Eatery, LLC which changed its name on August 8, 2022), located in Colorado Springs, Colorado, which opened in June 2020 and closed on July 18, 2025. 13141 BP, LLC (13141 BP) was acquired by the Company on June 26, 2024. The Company purchased 100% of the membership units from 13141 BPs members. 13141 BP owned the land and buildings from which Notes used under an existing lease arrangement. The Company owned 100% of this subsidiary and 100% of its voting control until 13141 BPs sale of the land and building to a 3rd party on July 18, 2025, at which time the Company determined the disposed component does not meet discontinued-operations criteria, its financial impacts are reported within the normal results of continuing operations (and not segregated below income from continuing ops). Sunset Amphitheater, LLC (Sunset) is a hospitality-focused music venue located in Colorado Springs. This venue opened in August 2024 d/b/a Ford Amphitheater. The Company owns 14% of this variable interest entity and 100% of its voting control and consolidates it into its financials. Hospitality Income & Asset, LLC (HIA) was acquired by the Company on April 1, 2022 and owns the land and buildings for which both BBST and BBP currently use from existing lease arrangements. The Company owns 99% of this majority-owned subsidiary and 100% of its voting control and consolidates it into its financials. GA HIA, LLC (GAHIA) owns the land and buildings for which both BBSTGA and BBPGA currently use from existing lease arrangements. GAHIA is the Colorado-based entity that holds the Companys Georgia based operations. The Company owns 15% of this variable interest entity and 100% of its voting control and consolidates it into its financials. | F-7 | | **** **VENU HOLDING CORPORATION AND SUBSIDIARIES** **NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED** **DECEMBER 31, 2025 AND 2024** **** **NOTE 1 ORGANIZATION AND DESCRIPTION OF BUSINESS (Continued)** Notes Live Real Estate, LLC (NotesRE) holds title to certain Company real estate assets. Roths Sea & Steak LLC (f/k/a (Roths Seafood and Chophouse, LLC) (Roth Sea) is a restaurant adjacent to Ford Amphitheater which opened to the public on November 8, 2025. Sunset Operations, LLC (Sunset Ops) is the operating entity that manages the operations of Ford Amphitheater which opened August 9, 2024. Sunset Hospitality Collection, LLC (SHC) is the entity that owns the venue that includes Roths Sea and NHC which opened to the public in early November 2025. The Company owns 54% of this majority-owned subsidiary and 100% of its voting control and consolidates it into its financials. Notes Hospitality Collection, LLC (NHC) is the operating entity that manages the venue rentals and 1,200 additional seating which can be utilized to view the concerts and shows at Ford Amphitheater and opened to the public in early November 2025. Sunset at Broken Arrow, LLC (Sunset BA) is a hospitality-focused music venue located in Broken Arrow, OK and officially broke ground in October 2025. The Company owns 54% of this majority-owned subsidiary and 100% of its voting control and consolidates it into its financials. Sunset at Mustang Creek, LLC (Sunset MC) was planned to be a hospitality-focused music venue located in Mustang Creek, OK. The Company does not plan to move forward with operations in this municipality. Sunset at McKinney, LLC (Sunset MC) is a hospitality-focused music venue located in McKinney, TX and officially broke ground in June 2025. The Company owns 68% of this majority-owned subsidiary and 100% of its voting control and consolidates it into its financials. Sunset at El Paso, LLC (Sunset EP) is a hospitality-focused music venue located in El Paso, TX and officially broke ground in November 2025. The Company owns 98% of this majority-owned subsidiary and 100% of its voting control and consolidates it into its financials. Sunset Operations at El Paso, LLC (EPOps) is the operating entity that manages the Sunset Amphitheater in El Paso, TX operations and is slated to open when construction is completed which is anticipated in Fall 2027. **** Polaris Pointe Parking, LLC (PPP) owned the land for parking at Sunset Ops. On October 27, 2025, this property was conveyed to a related-party as part of a purchase and sale agreement (refer to Note 10 Equity footnote for further details). Venu VIP Rides, LLC (Rides) is an entity that provides transportation services to Venus employees and shareholders. The Company owns 50% of the subsidiary and 100% of its voting control and consolidates it into its financials. | F-8 | | **** **VENU HOLDING CORPORATION AND SUBSIDIARIES** **NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED** **DECEMBER 31, 2025 AND 2024** **** **NOTE 1 ORGANIZATION AND DESCRIPTION OF BUSINESS (Continued)** Notes CS I, DST (DST) is an entity that owns the land that Sunset Amphitheater, LLC has its improvements on for the Ford Amphitheater. On August 22, 2024 Notes RE conveyed the 9.41 acres of real property upon which the Ford Amphitheater is located to Notes CS I Holdings, LLC, a wholly owned subsidiary of Venu (Holdings LLC*), and Holdings LLC conveyed that property to Notes CS I, DST, a Delaware Statutory Trust (the *Trust*) in exchange for a 100% of the beneficial interests in the Trust. The signatory trustee for the Trust is Notes CS I ST, LLC, a wholly owned subsidiary of Venu. Beneficial owners have no voting rights with respect to the affairs of the Trust and do not have legal title to any portion of the property held by the Trust. Instead, the signatory trustee has the sole power and authority to manage the activities and affairs of the Trust, including the power and authority to sell the property and the Trust holds legal title to the property. Under the documents governing the Trust, beneficial interest holders are entitled to distributions on a pro rata basis of the base rent payments made to the Trust from the ground tenant. Holdings, LLC has sold beneficial interests to third parties but in no event is it expected that Holdings LLC would cease to hold a beneficial interest in the Trust. Venu LuxeSuite Holdings, LLC (Luxe) is an entity that provides real estate investment opportunities for NNN investors into the Companys Luxe FireSuites under a triple net lease structure. The Company owns 100% of this subsidiary and 100% of its voting control and consolidates it into its financials. Venu 280, LLC d/b/a Artist 280 (Artist 280) is an entity created, in part, to provide private air and travel services to artists who perform at certain Company venues. The Company owns 100% of this majority-owned subsidiary and 100% of its voting control and consolidates it into its financials. Venue Presents, LLC (Venu Presents) is the operator that manages the Sunset Amphitheater in McKinney, TX operations and premises. Sunset at Houston in Webster, LLC (Sunset Houston) is a hospitality-focused music venue located in Houston, TX and is slated to open when construction is completed which is anticipated in 2027. The Company owns 98% of this majority-owned subsidiary and 100% of its voting control and consolidates it into its financials. Hall at Centennial, LLC (Hall at Centennial) owns the land and buildings for which both BBSTCentennial and BBPCentennial will use from existing lease arrangements. Hall at Centennial is the Colorado-based entity that holds the Companys Centennial, CO-based operations. The Company owns 93% of this variable interest entity and 100% of its voting control and consolidates it into its financials. **NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** **** **Basis of Presentation and Use of Estimates** The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) and applicable rules and regulations of the U.S. Securities and Exchange Commission (SEC). **** **Risks and Uncertainties** The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgements that affect the application of accounting policies and the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on managements experience and other factors, including expectations regarding future events that are believed to be reasonable under the circumstances. Actual results may differ significantly from these estimates. | F-9 | | **** **** **VENU HOLDING CORPORATION AND SUBSIDIARIES** **NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED** **DECEMBER 31, 2025 AND 2024** **** **NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)** **** Significant estimates made by management include, but are not limited to: economic lives of leased assets; impairment assessment of long-lived assets; depreciable lives of property, plant and equipment; useful lives of intangible assets; accruals for contingencies including tax contingencies; valuation allowances for deferred income tax assets; estimates of fair value of identifiable assets and liabilities acquired in business combinations; initial measurement (and any subsequent remeasurement) of operating right-of-use assets and lease liabilities, including the discount rate used in the present value calculation of future payments, and estimates of fair value used in the private stock valuations used for equity based compensation of warrants and stock options. **Liquidity and Capital Resources** **** The Company has devoted substantially all of its efforts to developing its business plan, raising capital, opening, planning and operating its restaurants and event venues in Colorado, Georgia, Oklahoma and Texas. The accompanying consolidated financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. **** The accompanying consolidated financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. As of the issuance of these financials, management has concluded that substantial doubt about the Companys ability to continue as a going concern for the next twelve months has been alleviated. The Company had an accumulated deficit of $91,454,930 and $47,361,208 as of December 31, 2025 and 2024, respectively, and incurred net losses of $50,781,223 and $32,948,974 for the years ended December 31, 2025 and 2024, respectively. These conditions raised substantial doubt about the Companys ability to continue as a going concern; however, based on managements plan to add additional venue locations and continue its business operations, Venu believes that such substantial doubt has been alleviated. The Company believes that cash on hand, anticipated improved profitability in 2026 from operating venues and restaurants in Colorado Springs, Colorado and Gainesville, Georgia, the full season of operations of Ford Amphitheater in 2026, including Roths Sea & Steak and Brohans, opening of Sunset at Broken Arrow in fall 2026, and additional capital raising and debt financing in 2025 and potentially in 2026, including the issuance of Series B Preferred Shares in January 2026 and public offering completed in March 2026, will altogether allow the Company to continue its business operations for at least 12 months from the date of this Annual Report. Nonetheless, the Companys continued implementation of its business plan to add additional locations is dependent on its future engagement in strategic locations, real estate transactions, capital raising, and debt financing. There is no guarantee that the Company will be able to execute on these plans as laid out above. If the Company is unable to enter into strategic transactions, the Company may be required to delay its business plan implementation for future expansion, which would have a material adverse impact on the Companys growth plan. **** **Principles of Consolidation** The accompanying consolidated financial statements include the accounts of the Company and its wholly owned, majority-owned subsidiaries and variable interest entities. For those entities that arent wholly owned by Company, the Company assesses the voting and management control to confirm the Company is the primary beneficiary of the majority-owned subsidiaries and variable interest entities. All intercompany accounts and transactions have been eliminated upon consolidation. See Organization and Non-controlling Interest for further discussions of the entities that are majority-owned subsidiaries and variable interest entities. Investments for which the Company exercises significant influence but does not have control are accounted for under the equity method. See Investments in related parties for further discussion. | F-10 | | **** **VENU HOLDING CORPORATION AND SUBSIDIARIES** **NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED** **DECEMBER 31, 2025 AND 2024** **** **NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)** **** **Fair Value Measurements** Fair values have been determined for measurement and/or disclosure purposes based on the following methods. The Company characterizes inputs used in determining fair value using a hierarchy that prioritizes inputs depending on the degree to which they are observable. The levels of the fair value hierarchy are as follows: Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). The carrying values of cash and cash equivalents, inventories, prepaid expenses and other current assets, payables and accrued liabilities approximate their fair values because of the short-term nature of these financial instruments. Balances due to and due from related parties do not have specific repayment dates and are payable on demand, thus are also considered current and short-term in nature, hence carrying value approximates fair value and are included in current assets or liabilities. **** **Cash and Cash Equivalents** **** The Company considers cash and cash equivalents to include all highly liquid investments with an original maturity of three months or less. Our cash and cash equivalents include bank accounts as well as interest-bearing accounts consisting primarily of bank deposits and money market accounts managed by third-party financial institutions. As of December 31, 2025, the Company had $23,095,342 of cash and cash equivalents in the form of money market accounts that earned interest income of $198,576 for the year ended December 31, 2025. As of December 31, 2024, the Company had $15,241,184 of cash and cash equivalents in the form of money market accounts that earned interest income of $705,729 for the year ended December 31, 2024. Cash and cash equivalents may exceed federally insured limits. **** **Inventories** Inventories, consisting principally of food, beverages and supplies, are stated at the lower of cost (determined by the first-in, first-out method) or net realizable value. The Company reviews inventory on a weekly basis and determines if slow-moving or obsolete inventory exists. No allowance is deemed necessary as of December 31, 2025 and 2024. **** **Investments in related parties** **** The Company currently accounts for certain investments using a practical expedient to measure these investments that do not have a readily determinable fair value in accordance with Accounting Standards Codification (ASC) 321, *Investments - Equity Securities*; ASC 325, *Investments Other*; ASC 810, *Consolidation;* and ASC 820, *Fair Value Measurement*. The investments are initially recognized at cost. Any income or loss from these investments are recognized on the Consolidated Statements of Operations, net of operating expenses. The carrying value of the Companys investments are assessed for indicators or impairment at each balance sheet date. Under this method of accounting, the investment is derecognized once the Companys interest in the investment is sold or impaired. Upon sale, any proportionate gain or loss is recognized in the Consolidated Statements of Operations as other income. See Note 7 Investments in Related Parties and Note 8 Related Party Transactions for further discussion. **** | F-11 | | **VENU HOLDING CORPORATION AND SUBSIDIARIES** **NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED** **DECEMBER 31, 2025 AND 2024** **NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)** **** **Property and Equipment** Property and equipment are recorded at historical cost net of accumulated depreciation and amortization, write-downs and impairment losses. Property and equipment are recorded as construction in progress until they are placed in service and are depreciated or amortized once placed in service. Depreciation and amortization are calculated on a straight-line basis over the following periods: The estimated useful lives are: SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES | Leasehold improvements | | Shorter of lease term or useful life | | | Furniture, fixtures and equipment | | 2-10 years | | | Buildings | | Up to 40 years | | | Aircraft | | 20 years | | Property and equipment costs directly associated with the acquisition, development and construction of operating venues and restaurants are capitalized. Expenditures for major improvements and betterments are capitalized while expenditures for maintenance and repairs are expensed as incurred. Upon retirement or disposal of assets, the accounts are relieved of cost and accumulated depreciation and amortization and the related gain or loss is reflected in earnings. **** **Capitalization of Interest Costs of Real Estate Projects** **** The Company acquires real estate for the construction and development of future venues. Interest costs incurred over the period in which the construction and development of the venue is substantially complete are recorded as part of the historical cost of the real estate asset and depreciated under the same method as property and equipment. The Company capitalized $212,247 and $0 of interest costs during the years ended December 31, 2025 and 2024, respectively. **Intangible Assets** **** Intangible assets with a finite life are recorded at cost and are amortized on a straight-line basis over estimated useful lives. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. The Company currently has naming rights that are amortized on a straight-line basis over six years. The Company reviews the carrying values of its intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group might not be recoverable. **** **Impairment Assessment of Long-Lived Assets** Long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. An evaluation for impairment is performed at the lowest level of identifiable cash flows. An impairment loss is recognized in an amount equal to the excess of the carrying value over the estimated fair value. No impairment loss was recognized during the years ended December 31, 2025 and 2024. **** **Provision for Uncollectible Accounts** **** See Recently Issued and Adopted Accounting Pronouncements herein for additional information on the adoption of ASU 2025-05 and the practical expedient related to credit losses. The Companys customers include attendees of concerts, shows and events (collectively event centers), restaurant diners and sponsors. The collection of payments for event centers and restaurants is handled at point of sale. Sponsors sign a contract that commits them to sponsorship payments over the contract term. Based on historical collection experience and other factors, the Company has determined that a provision for uncollectible accounts is not necessary. Circumstances that could affect this estimate include, but are not limited to, customer credit issues and general economic conditions. The Company writes off customer accounts when they are deemed to be uncollectible, which have historically been infrequent. The Company has elected the practical expedient to assume that current conditions as of the balance sheet date will remain unchanged for the remaining life of the receivables when estimating expected credit losses. For all periods presented, there were no uncollectible accounts. | F-12 | | **** **VENU HOLDING CORPORATION AND SUBSIDIARIES** **NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED** **DECEMBER 31, 2025 AND 2024** **** **NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)** **** **Revenue Recognition** The Company recognizes revenue in accordance with Financial Accounting Standards Board (FASB) ASC 606, *Revenue from Contracts with Customers*. This ASC requires an entity to allocate the transaction price received from customers to each separate and distinct performance obligation and recognize revenue as these performance obligations are satisfied. The Company recognizes revenue from restaurant sales when food and beverage products are transferred to the customer. Revenue from a venue rental, concert or show is recognized when the event, concert or show occurs. Amounts collected in advance of the event are recorded as deferred revenue until the event occurs. Amounts collected from sponsorship agreements, which are not related to a single event, are classified as deferred revenue and recognized over the term of the agreements as the benefits are provided to the sponsors. As of December 31, 2025 and 2024, deferred revenue totaled $1,542,564 and $1,528,159, respectively. There are no refunds or allowance for refunds in accordance with the Companys reservation policies, which do not allow for, except in limited circumstances. The Company accounts for the licensing of its hospitality fire pit suites of NHC and its owners club memberships for Sunset at Broken Arrow and Sunset at McKinney as long-term licensing liability. The deposits range from $50,000 to $100,000 and fully prepaid licenses of $100,000 to $200,000 are recognized in this account. The amortization of these liabilities started to be recognized in June 2025 when NHC fully opened its suites in Colorado Springs, Colorado. For the year ended December 31, 2025, the Company recognized rental income totaling $130,278 from prepaid licenses. The Company contracted with a subsidiary of the Anschutz Entertainment Group (*AEG*), AEG Presents-Rocky Mountains, LLC, a major music and entertainment events presenter, to operate Ford Amphitheater in Colorado Springs, Colorado, which opened in August 2024. Within the Companys Amphitheater Operations, its pre-sells naming rights to its amphitheater by partnering with industry-leading brands under naming-rights agreements. The Company generates net profits that are split with AEG through: (i) ticket sales, fees and rebates on tickets for concerts and events held at Ford Amphitheater; (ii) parking fees; (iii) venue rentals, which may occur for a variety of corporate and personal events; (iv) food and beverage sold at the shows and events; and (v) sponsorship sales, which allow brands to advertise at the Companys venue by showcasing their names and logos on a variety of sponsorship inventory curated for the venue and at each event the Company promotes and hosts, all of which are offset by operating expenses, artist expenses, supplies, security, utilities, insurance, overhead, etc. within the Companys net amphitheater revenue recognition from AEG. As of December 31, 2025 and 2024, the Company had a net receivable of $225,822 and $193,766, respectively, with no allowance for credit losses as the Company believes the balance is fully collectible. On January 1, 2025, the Company entered into a Multi-Event Incentive Agreement with Live Nation Worldwide, Inc. (Live Nation) in connection with the amphitheater being developed in Broken Arrow, Oklahoma (Sunset at Broken Arrow). The Agreement provides incentives to Live Nation to book and promote live music concerts, comedy events and other mutually approved entertainment events at the Sunset at Broken Arrow. The incentive payment is based on the number of tickets sold at each event during each contract year, which is based on a tiered chart with varying incentive payments per ticket sold depending on the range of total tickets sold per contract year. A bonus payment will be paid to Live Nation for one dollar for each ticket sold at each event where the gross revenue of ticket sales for an event equal to or is greater than $650,000. The incentive and bonus payments payable to Live Nation will begin when the first event is held at the Sunset at Broken Arrow, which is anticipated to open in Fall 2026. On December 10, 2025, the Company entered into an Operator Agreement with Live Nation Worldwide, Inc. (Live Nation) to lease the premises on which the amphitheater is being developed in McKinney, Texas (Sunset at McKinney). The Operator Agreement provides for a revenue-sharing arrangement whereby Live Nation will pay the Company a percentage of the net profits generated from Live Nations events at the Sunset McKinney, after deducting applicable event-related expenses and other costs and expenses chargeable to the parties co-promotion of events. The Agreement also names Live Nation as the exclusive third-party booking agency for all events held at the Sunset at McKinney. The Agreement may be terminated without penalty if certain conditions are not satisfied or may otherwise be terminated upon an uncured event of default. | F-13 | | **** **VENU HOLDING CORPORATION AND SUBSIDIARIES** **NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED** **DECEMBER 31, 2025 AND 2024** **NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)** **** **Leases** **** The Company accounts for its leases in accordance with ASC 842,*Leases*. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded in the Consolidated Balance Sheets as both a right-of-use asset and lease liability, calculated by discounting fixed lease payments over the lease term, including any renewal options that are likely to be exercised, at the rate implicit in the lease. Lease liabilities are increased by the principal amount due and reduced by payments each period, and the right-of-use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset result in straight-line rent expense over the lease term. In calculating the right-of-use asset and lease liability, the Company elects to combine lease and non-lease components as permitted under ASC 842. The Company excludes short-term leases having initial terms of 12 months or less as an accounting policy election and expenses payments on these short-term leases as they are made. **Long-term Licensing Liability** **** The Company accounts for the licensing of its hospitality fire pit suites of NHC and its owners club memberships for Sunset at Broken Arrow and Sunset at McKinney as long-term licensing liability. The deposits range from $50,000 to $100,000 and fully prepaid licenses of $100,000 to $200,000 are recognized in this account. The amortization of these liabilities started to be recognized in June 2025 when NHC fully opened its suites in Colorado Springs, Colorado and is expected to begin amortization for Sunset at Broken Arrow in Fall 2026 and Sunset at McKinney in Q1 2027 when these venues are slated to open. **** **Advertising Expenses** Advertising costs are expensed as incurred and included in operating expenses in the accompanying Consolidated Statements of Operations. Total advertising expenses were approximately $6,102,505 and $3,568,704 for the years ended December 31, 2025 and 2024, respectively. **** **Pre-Opening Expenses** **** Non-capital expenditures associated with opening a new restaurant, event center, or amphitheater are expensed as incurred. These costs consist of expenses incurred before the opening of a new location and include occupancy, labor, travel, training, food, beverage, marketing and other initial supplies and expenses. These costs are included in general and administrative expenses reported in our Consolidated Statements of Operations. **** **Debt Issuance Costs** Debt issuance costs incurred in connection with the issuance of long-term debt are recorded as reductions of long-term debt and are amortized over the term of the related debt. Amortization of debt issuance costs of $916,681 and $2,917,989 for years ended December 31, 2025 and 2024, respectively, are included in interest expense in the accompanying Consolidated Statements of Operations. **** **Equity Based Compensation** **** The Company recognizes equity-based compensation expense based on the fair value of the warrants or stock options at the time of the grant or issuance. Share-based compensation includes warrants and stock options issued to the Companys employees. These may vest immediately or vest evenly up to five years. The exercise price of a warrant or stock option is the fair value of the Companys stock price on the grant date. | F-14 | | **VENU HOLDING CORPORATION AND SUBSIDIARIES** **NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED** **DECEMBER 31, 2025 AND 2024** **** **NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)** **** **Equity Issuance Costs** Equity issuance costs represent amounts paid for legal, consulting, and other offering expenses in conjunction with the future raising of additional capital to be performed within one year. These costs are netted against additional paid-in capital as a cost of the stock issuance upon closing of the respective stock placement. **** **Stock Options and Warrants** The Company accounts for stock options and warrants as either equity-classified or liability-classified instruments based on an assessment of the stock options and warrants specific terms and applicable authoritative guidance. The assessment considers whether the stock options and warrants are freestanding financial instruments, meet the definition of a liability, and whether the warrants meet all the requirements for equity classification, including whether the stock options and warrants are indexed to the Companys own stock and whether the stock options and warrant holders could potentially require net cash settlement in a circumstance outside of the Companys control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of the stock option and warrant issuance and as of each subsequent balance sheet date while the warrants are outstanding. For issued or modified stock options and warrants that meet all of the criteria for equity classification, the stock options and warrants are required to be recorded as a component of stockholders equity at the time of issuance. **** **Income Taxes** The Company is subject to federal and state income taxes. A proportional share of the Companys subsidiaries provisions are included in the consolidated financial statements. Deferred income tax assets and liabilities are computed for differences between the asset and liability method and financial statement amounts that will result in taxable or deductible amounts in the future. The Company computes deferred balances based on enacted tax laws and applicable rates for the periods in which the differences are expected to affect taxable income. A valuation allowance is recognized for deferred tax assets if it is more likely than not that some portion or all of the net deferred tax assets will not be realized. In making such a determination, all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies and results of recent operations is considered. If the Company determines it will be able to realize the deferred tax assets for which a valuation allowance had been recorded, then it will adjust the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company evaluates the tax positions taken on income tax returns that remain open and positions expected to be taken on the current year tax returns to identify uncertain tax positions. Unrecognized tax benefits on uncertain tax positions are recorded on the basis of a two-step process in which (1) an assessment is made as to whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the largest amount of tax benefit that is more than 50 percent likely to be realized is recognized. Interest and penalties related to unrecognized tax benefits are recorded in income tax benefit. The Company is a C corporation (C Corp), however, the Companys subsidiaries are limited liability companies (LLCs), that have elected to be taxed as partnerships. As an LLC, management believes that these companies are not subject to income taxes, and such taxes are the responsibility of the respective members. The subsidiaries LLCs are still in place, with the parent Company filing as a corporation. | F-15 | | **VENU HOLDING CORPORATION AND SUBSIDIARIES** **NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED** **DECEMBER 31, 2025 AND 2024** **** **NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)** **Non-controlling Interest and Variable Interest Entities** **** The non-controlling interest (*NCI*) represents capital contributions and distributions, income and loss attributable to the owners of less than wholly owned consolidated entities and are reported in equity. NCIs are evaluated by the Company and are shown as permanent equity. Net income (loss) attributable to NCIs reflects the portion of the net income (loss) of consolidated entities applicable to the NCI stockholders in the accompanying Consolidated Statements of Operations. The net income (loss) attributable to NCIs is classified in the Consolidated Statements of Operations as part of consolidated net income (loss) and deducted from total consolidated net income (loss) to arrive at the consolidated net income (loss) attributable to the Company. The Company has evaluated its investments in its consolidated entities in order to determine if they qualify as variable interest entities (*VIEs*). The Company is the entity that holds the majority, and only, voting interests and is also the primary beneficiary of the VIEs. The Company monitors these investments and, to the extent it has determined that it owns a majority of the controlling class of securities of a particular entity, analyzes the entity for potential consolidation. The Company will continually analyze investments, including when there is a reconsideration event, to determine whether such investments are VIEs and whether such VIE should be consolidated. These analyses require considerable judgment in determining the primary beneficiary of a VIE and could result in the consolidation of an entity that would otherwise not have been consolidated or the non-consolidation of an entity that would have otherwise been consolidated. **** The Company accounts for the change in its ownership interest while it retains its 100% controlling financial interest, as the Company owns 100% of the voting membership interest, in all of its majority-owned subsidiaries and VIEs as equity transactions. As such, the Company is the entity that holds the majority, and only, voting interests and is also the primary beneficiary of the VIEs. These VIEs meets the definition of a business and the VIEs assets can be used for purposes other than the settlement of the VIEs obligations, The Company is the holder of controlling variable interests in its VIEs and is also the holder as the primary beneficiary of all of its VIEs. These VIEs exist for the Companys operations and purposes. The Company is the sole manager of the legal entity and operating manager of these VIEs. The Company would provide support to the VIEs, including events that may expose the Company to the VIEs reporting losses. The Company directly controls the VIEs financial position in terms of operations, construction, acquisition of real estate, financial performance and directs its cash flows. As the VIEs issue voting equity interests to the Company, the Company holds 100% voting interest and is also the primary beneficiary of the VIE. The VIEs meet or will meet the definition of a business once open for operations and the VIEs assets can be used for purposes other than settlement of the VIEs obligations. **** The carrying value of the NCI should be adjusted to reflect the change in the Companys ownership interest in the subsidiary, and differences between the fair value of the consideration received and the amount by which the NCI is adjusted should be recognized in equity attributable to the Company. This may be shown as NCI and as additional paid in capital to the Company when combined agree to the subsidiary issuance of shares as shown in the Consolidated Statements of Change in Stockholders Equity. If a change in ownership of a consolidated subsidiary results in a loss of control or deconsolidation, any retained ownership interests are remeasured with the gain or loss reported to net earnings. These may be majority-owned subsidiaries or variable interest entities that the Company has 100% voting control of. During the year ended December 31, 2025, the Company bought 5,100,000 membership units of SHC. This purchase transaction did not result in a change in control of SHC. | F-16 | | **** **VENU HOLDING CORPORATION AND SUBSIDIARIES** **NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED** **DECEMBER 31, 2025 AND 2024** **NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)** The following table shows the classification and carrying value of assets and liabilities of consolidated VIEs as of December 31, 2025 and 2024: SCHEDULE OF CARRYING VALUE OF ASSETS AND LIABILITIES OF CONSOLIDATED VARIABLE INTEREST ENTITIES | | | BBPCO | | | Sunset CO | | | HIA | | | GAHIA | | | SHC | | | Sunset BA | | | Sunset McK | | | Sunset El | | | Venu Inc | | | Venu VIP | | | Notes DST | | | Sunset Hous | | | Hall at Cen | | | Sunset MC | | | Total | | | | ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash | | | 53,337 | | | | 362 | | | | 163,403 | | | | 280,933 | | | | 508,141 | | | | 797,593 | | | | 2,611,759 | | | | 2,222,234 | | | | 538,035 | | | | 6,343 | | | | 169,547 | | | | 1,683,056 | | | | 756,160 | | | | - | | | | 9,790,903 | | | | Property and equipment, net | | | 132,311 | | | | 46,992,411 | | | | 9,466,022 | | | | 10,270,541 | | | | 42,941,425 | | | | 64,726,088 | | | | 92,234,432 | | | | 1,629,290 | | | | - | | | | - | | | | - | | | | - | | | | 132,744 | | | | - | | | | 268,524,071 | | | | Other assets | | | 1,062,258 | | | | 10,000 | | | | 606,150 | | | | 404,845 | | | | 964,476 | | | | 2,738,369 | | | | 13,976,710 | | | | 4,932,073 | | | | 2,704,413 | | | | 14,476 | | | | 6,500,000 | | | | 7,042,004 | | | | 508,550 | | | | - | | | | 41,465,517 | | | | Total assets | | | 1,247,906 | | | | 47,002,773 | | | | 10,235,575 | | | | 10,956,319 | | | | 44,414,042 | | | | 68,262,050 | | | | 108,822,901 | | | | 8,783,597 | | | | 3,242,448 | | | | 20,819 | | | | 6,669,547 | | | | 8,725,060 | | | | 1,397,454 | | | | - | | | | 319,780,491 | | | | LIABILITIES | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Accounts payable | | | 45,277 | | | | 3,435 | | | | 95,163 | | | | 4,788 | | | | 629,355 | | | | 28,838,639 | | | | 24,235,272 | | | | 593,165 | | | | 14,999 | | | | 3,652 | | | | 15,000 | | | | 39,077 | | | | 37,113 | | | | - | | | | 54,554,935 | | | | Accrued expenses and other | | | 281,692 | | | | 760,786 | | | | 507,459 | | | | 356,843 | | | | 515,920 | | | | 6,988,928 | | | | 15,824,951 | | | | 531,312 | | | | 30,000 | | | | 761 | | | | 1,979 | | | | 121,119 | | | | 104,304 | | | | - | | | | 26,026,054 | | | | Other long-term liabilities | | | 978,063 | | | | - | | | | 2,879,468 | | | | 3,901,428 | | | | 5,937,119 | | | | 675,000 | | | | 26,701,800 | | | | - | | | | - | | | | - | | | | - | | | | 25,000 | | | | - | | | | - | | | | 41,097,878 | | | | Total Liabilities | | | 1,305,032 | | | | 764,221 | | | | 3,482,090 | | | | 4,263,059 | | | | 7,082,394 | | | | 36,502,567 | | | | 66,762,023 | | | | 1,124,477 | | | | 44,999 | | | | 4,413 | | | | 16,979 | | | | 185,196 | | | | 141,417 | | | | - | | | | 121,678,867 | | | | Stockholders Equity & NCI | | | (57,126 | ) | | | 46,238,552 | | | | 6,753,485 | | | | 6,693,260 | | | | 37,331,648 | | | | 31,759,483 | | | | 42,060,878 | | | | 7,659,120 | | | | 3,197,449 | | | | 16,406 | | | | 6,652,568 | | | | 8,539,864 | | | | 1,256,037 | | | | - | | | | 198,101,624 | | | | Total liabilities and equity | | | 1,247,906 | | | | 47,002,773 | | | | 10,235,575 | | | | 10,956,319 | | | | 44,414,042 | | | | 68,262,050 | | | | 108,822,901 | | | | 8,783,597 | | | | 3,242,448 | | | | 20,819 | | | | 6,669,547 | | | | 8,725,060 | | | | 1,397,454 | | | | - | | | | 319,780,491 | | | | | | BBPCO | | | Sunset CO | | | HIA | | | GAHIA | | | SHC | | | Sunset BA | | | Sunset McK | | | Sunset El | | | Venu VIP | | | Notes DST | | | Sunset TN | | | Sunset MC | | | Total | | | | ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash | | | 260,107 | | | | 31,663 | | | | 100,475 | | | | 212,512 | | | | 5,723,088 | | | | 767,752 | | | | 11,808,891 | | | | 101,469 | | | | 2,342 | | | | 205,922 | | | | - | | | | 1,414,974 | | | | 20,629,195 | | | | Property and equipment, net | | | 40,583 | | | | 47,620,003 | | | | 10,277,794 | | | | 10,631,874 | | | | 12,172,841 | | | | 22,745,062 | | | | 1,980,140 | | | | 202,483 | | | | - | | | | - | | | | - | | | | 36,724 | | | | 105,707,504 | | | | Other assets | | | 1,191,762 | | | | 98,108 | | | | 723,801 | | | | 186,356 | | | | 349,945 | | | | - | | | | 10,086,179 | | | | - | | | | 11,187 | | | | 11,000 | | | | - | | | | - | | | | 12,658,338 | | | | Total assets | | | 1,492,452 | | | | 47,749,774 | | | | 11,102,070 | | | | 11,030,742 | | | | 18,245,874 | | | | 23,512,814 | | | | 23,875,210 | | | | 303,952 | | | | 13,529 | | | | 216,922 | | | | - | | | | 1,451,698 | | | | 138,995,037 | | | | LIABILITIES | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Accounts payable | | | 59,419 | | | | 95,655 | | | | 34,516 | | | | 413 | | | | 2,669,239 | | | | 13,507,259 | | | | 430,518 | | | | 76,039 | | | | 14,829 | | | | 139,779 | | | | - | | | | - | | | | 17,027,666 | | | | Accrued expenses and other | | | 365,638 | | | | 167,047 | | | | 191,565 | | | | 14,452 | | | | 92,112 | | | | 2,535,164 | | | | 124,322 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 3,490,300 | | | | Other long-term liabilities | | | 1,054,770 | | | | 11,963,333 | | | | 3,305,253 | | | | 4,190,509 | | | | - | | | | 550,000 | | | | 879,424 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 21,943,289 | | | | Total Liabilities | | | 1,479,827 | | | | 12,226,035 | | | | 3,531,334 | | | | 4,205,374 | | | | 2,761,351 | | | | 16,592,423 | | | | 1,434,264 | | | | 76,039 | | | | 14,829 | | | | 139,779 | | | | - | | | | - | | | | 42,461,255 | | | | Stockholders Equity & NCI | | | 12,625 | | | | 35,523,739 | | | | 7,570,736 | | | | 6,825,368 | | | | 15,484,523 | | | | 6,920,391 | | | | 22,440,946 | | | | 227,913 | | | | (1,300 | ) | | | 77,143 | | | | - | | | | 1,451,698 | | | | 96,533,782 | | | | Total liabilities and equity | | | 1,492,452 | | | | 47,749,774 | | | | 11,102,070 | | | | 11,030,742 | | | | 18,245,874 | | | | 23,512,814 | | | | 23,875,210 | | | | 303,952 | | | | 13,529 | | | | 216,922 | | | | - | | | | 1,451,698 | | | | 138,995,037 | | | **** The following table is a summary of the Companys non-controlling interests for the years ended December 31, 2025 and 2024: SCHEDULE OF NON CONTROLLING INTERESTS | | | BBPCO | | | Sunset CO | | | HIA | | | GAHIA | | | SHC | | | Sunset BA | | | Sunset MC | | | Sunset McK | | | Sunset EP | | | Venu Inc | | | Venu VIP | | | Notes CS 1 | | | Luxe | | | Sunset Hous | | | Hall at Cen | | | Total | | | | Balance at December 31, 2024 | | | (91,207 | ) | | | 20,093,064 | | | | 585,324 | | | | 6,631,807 | | | | 3,137,216 | | | | 110,810 | | | | (65,428 | ) | | | 4,595,687 | | | | - | | | | - | | | | (3,595 | ) | | | 100,625 | | | | - | | | | - | | | | - | | | | 35,094,303 | | | | Net income (loss) attributable to Non-Controlling Interest 1/1-12/31/25 | | | (56,399 | ) | | | (2,859,636 | ) | | | (13,162 | ) | | | 178,043 | | | | (939,092 | ) | | | (725,651 | ) | | | - | | | | (2,113,952 | ) | | | (24,509 | ) | | | (22,291 | ) | | | (2,242 | ) | | | (101,637 | ) | | | - | | | | (5,177 | ) | | | (1,796 | ) | | | (6,687,501 | ) | | | Subsidiary issuance of shares | | | - | | | | - | | | | - | | | | - | | | | 14,137,938 | | | | 6,751,767 | | | | - | | | | 17,097,022 | | | | (7,295 | ) | | | 377,785 | | | | - | | | | 1,932,162 | | | | - | | | | 64,801 | | | | 100,615 | | | | 40,454,795 | | | | Distributions to non-controlling shareholders | | | - | | | | (250,000 | ) | | | (5,454 | ) | | | (497,020 | ) | | | (898,834 | ) | | | - | | | | (876,250 | ) | | | - | | | | - | | | | (120,907 | ) | | | - | | | | (228,203 | ) | | | - | | | | - | | | | - | | | | (2,876,668 | ) | | | Balance at December 31, 2025 | | | (147,606 | ) | | | 16,983,428 | | | | 566,708 | | | | 6,312,830 | | | | 15,437,227 | | | | 6,136,926 | | | | (941,678 | ) | | | 19,578,757 | | | | (31,804 | ) | | | 234,587 | | | | (5,837 | ) | | | 1,702,947 | | | | - | | | | 59,624 | | | | 98,819 | | | | 65,984,929 | | | | | | BBPCO | | | Sunset CO | | | HIA | | | GAHIA | | | SHC | | | Sunset BA | | | Sunset MC | | | Sunset McK | | | Venu VIP | | | Notes CS 1 | | | Total | | | | Balance at December 31, 2023 | | | (118,444 | ) | | | 21,620,755 | | | | 601,110 | | | | 6,733,243 | | | | 2,053,440 | | | | 47,106 | | | | 288,653 | | | | - | | | | - | | | | - | | | | 31,225,863 | | | | Balance | | | (118,444 | ) | | | 21,620,755 | | | | 601,110 | | | | 6,733,243 | | | | 2,053,440 | | | | 47,106 | | | | 288,653 | | | | - | | | | - | | | | - | | | | 31,225,863 | | | | Net income (loss) attributable to Non-Controlling Interest 1/1-12/31/24 | | | 27,237 | | | | (1,379,798 | ) | | | (12,150 | ) | | | 341,324 | | | | (926,840 | ) | | | (334,279 | ) | | | (40,504 | ) | | | (278,811 | ) | | | (3,150 | ) | | | (2,248 | ) | | | (2,609,219 | ) | | | Subsidiary issuance of shares | | | - | | | | 338,742 | | | | - | | | | - | | | | 2,010,616 | | | | 397,983 | | | | (313,577 | ) | | | 4,874,498 | | | | (445 | ) | | | 104,277 | | | | 7,412,094 | | | | Distributions to non-controlling shareholders | | | - | | | | (486,635 | ) | | | (3,636 | ) | | | (442,760 | ) | | | | | | | | | | | | | | | - | | | | | | | | (1,404 | ) | | | (934,435 | ) | | | Balance at December 31, 2024 | | | (91,207 | ) | | | 20,093,064 | | | | 585,324 | | | | 6,631,807 | | | | 3,137,216 | | | | 110,810 | | | | (65,428 | ) | | | 4,595,687 | | | | (3,595 | ) | | | 100,625 | | | | 35,094,303 | | | | Balance | | | (91,207 | ) | | | 20,093,064 | | | | 585,324 | | | | 6,631,807 | | | | 3,137,216 | | | | 110,810 | | | | (65,428 | ) | | | 4,595,687 | | | | (3,595 | ) | | | 100,625 | | | | 35,094,303 | | | **** **** **Segment Reporting** The Company considers our restaurant and event center operations as similar, in close proximity, and have aggregated them into a single reportable segment. Revenue from customers is derived principally from food and beverage services with a portion being served in conjunction with live entertainment. Our chief operating decision maker (the CODM) is the Chief Executive Officer. The CODM makes operating performance assessment and resource allocation decisions on a consolidated basis. The CODM does not receive discrete financial information about asset allocation, expense allocation or profitability by product or geography. | F-17 | | **VENU HOLDING CORPORATION AND SUBSIDIARIES** **NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED** **DECEMBER 31, 2025 AND 2024** **NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)** **** **Recently Issued and Adopted Accounting Pronouncements** **** On December 14, 2023, the FASB issued ASU No. 2023-09, *Improvements to Income Tax Disclosures*(ASU 2023-09). ASU 2023-09 amends ASC 740, *Income Taxes*to expand income tax disclosures and requires that the Company disclose (i) the income tax rate reconciliation using both percentages and reporting currency amounts; (ii) specific categories within the income tax rate reconciliation; (iii) additional information for reconciling items that meet a quantitative threshold; (iv) the composition of state and local income taxes by jurisdiction; and (v) the amount of income taxes paid disaggregated by jurisdiction. The Company has elected to adopt this guidance prospectively beginning January 1, 2025. On November 4, 2024, the FASB issued ASU No. 2024-03, *Expense Disaggregation Disclosures*(ASU 2024-03). ASU 2024-03 amends ASC 220, *Comprehensive Income*to expand income statement expense disclosures and require disclosure in the notes to the financial statements of specified information about certain costs and expenses. ASU 2024-03 is required to be adopted for fiscal years commencing after December 15, 2026, with early adoption permitted. The Company is currently evaluating the impact of adopting the standard on the consolidated financial statements. **** In July 2025, the FASB issued ASU 2025-05,*Financial Instruments Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets*(ASU 2025-05), which allows the Company to elect a practical expedient for measuring expected credit losses on current accounts receivable and current contract assets arising from transactions accounted for as revenues from contracts with customers. This expedient allows the Company to assume that current economic conditions as of the balance sheet date do not change for the remaining life of the asset. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025 and interim periods within fiscal years beginning after December 15, 2026. As permitted, the Company has elected to early adopt the practical expedient as of December 31, 2025 and applied its provisions prospectively to the provision for uncollectable accounts. The adoption of ASU 2025-05 did not have a material impact on the consolidated results of operations, cash flows or financial condition of the Company. See Provision for Uncollectible Accounts herein for additional information and disclosures impacted by ASU 2025-05. On July 4, 2025, President Donald Trump signed the One Big Beautiful Bill Act (OBBBA) into law, which is considered the enactment date under U.S. GAAP. This legislation introduces several provisions affecting businesses, including the permanent extension of certain expiring elements of the Tax Cuts and Jobs Act, modifications to the international tax framework, and favorable tax treatment for certain other business provisions. Key corporate tax provisions include existing 21% corporate income tax rate made permanent, the restoration of 100% bonus depreciation, immediate expensing for domestic research and experimental expenditures, changes to Section 163(j) interest limitations, updates to Global Intangible Low Tax Income (GILTI) and Foreign- Derived Intangible Income (FDII) rules, amendments to energy credits, and expanded Section 162(m) aggregation requirements. The OBBBA contains multiple effective dates, with some provisions applicable beginning in 2025. The legislation does not impact the Companys prior years financial statements. **** **** **NOTE 3 PROPERTY AND EQUIPMENT** **** Property and equipment, net, were as follows: SCHEDULE OF PROPERTY AND EQUIPMENT | | | As of | | | As of | | | | | | December 31, | | | December 31, | | | | | | 2025 | | | 2024 | | | | Leasehold Improvements | | $ | 191,059 | | | $ | 399,319 | | | | Furniture and equipment | | | 14,500,083 | | | | 10,057,967 | | | | Land and buildings | | | 157,646,079 | | | | 93,377,840 | | | | Aircraft | | | 23,538,763 | | | | - | | | | Construction in progress | | | 122,737,630 | | | | 40,518,315 | | | | Property and equipment, gross | | $ | 318,613,614 | | | $ | 144,353,441 | | | | Accumulated depreciation and amortization | | | (12,666,337 | ) | | | (7,137,505 | ) | | | Property and equipment, net | | $ | 305,947,277 | | | $ | 137,215,936 | | | Depreciation and amortization expenses relating to property and equipment for the years ended December 31, 2025 and 2024 were $6,110,974 and $3,589,509, respectively. | F-18 | | **** **VENU HOLDING CORPORATION AND SUBSIDIARIES** **NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED** **DECEMBER 31, 2025 AND 2024** **NOTE 4 - INTANGIBLES** Intangible assets subject to amortization consist of the following: SCHEDULE OF INTANGIBLE ASSET | | | Useful | | December 31, | | | December 31, | | | | | | Life | | 2025 | | | 2024 | | | | Naming rights | | 6 years | | $ | 400,314 | | | $ | 400,314 | | | | Accumulated amortization | | | | | (255,756 | ) | | | (189,038 | ) | | | Intangible assets, net | | | | $ | 144,558 | | | $ | 211,276 | | | The intangible naming rights asset was put into use in 2023. Amortization expense relating to the intangible assets for the years ended December 31, 2025 and 2024 were $66,718 and $66,719, respectively. The estimated amortization expense for the year ended December 31, 2026 and thereafter is as follows: SCHEDULE OF ESTIMATED AMORTIZATION EXPENSE**** | | | | | | | | 2026 | | $ | 66,719 | | | | 2027 | | | 66,719 | | | | 2028 | | | 11,120 | | | | Total | | $ | 144,558 | | | **NOTE 5 LEASES** **** The Company leases the properties used for some of its restaurants, venues, office space and parking spaces. Through June 30, 2022, the Company leased the land and buildings used in BBST and BBP operations from HIA. On April 1, 2022, the Company purchased a controlling interest in the equity of HIA. Accordingly, the impact of the lease is eliminated in the consolidated financial statements. Notes in Colorado Springs leased its property from 13141 BP, LLC (13141 BP), a related party (refer to Note 7 Related Party Transactions footnote for further details) through June 26, 2022, when the Company acquired the membership interests of 13141 BP. The lease was structured as a triple net (NNN) lease, which this type of lease includes costs of maintenance, repairs, operations, taxes and insurance, with annual rents of $90,000 through July 1, 2024 and throughout 2023. The lease was amended as of July 1, 2024, to include costs of maintenance, repairs, operations, taxes and insurance. As of the acquisition date, the lease is eliminated in consolidations. As of July 18, 2025, 13141 BP sold the land and building to a 3rd party and Notes Eatery ceased its operations. The Company leases its office space from an unrelated party. The lease is until November 30, 2029 and escalates in base rent by 1.3% each year. Additionally, the Company leases an executive apartment from an unrelated party. The lease was terminated early in January 2026. On November 5, 2025, the Company entered into a ground lease agreement with a related party (Landlord) to lease the land owned by PPP used for parking by Sunset Ops (this includes the land and improvements, collectively the Property) for a 20-year term under a NNN lease structure with an option to re-purchase the Property within the first three years of the closing date of the sale at a fixed price, which would return the asset to the Companys balance sheet. The Landlord is wholly owned by a significant shareholder of the Company. Annual base rent is initially $1,050,000 and escalates by 2.5% each year beginning on November 5, 2026. Total rent expense related to leased assets including short-term leases and variable costs were $1,949,705 and $1,703,496 for the years ended December 31, 2025 and 2024 respectively. Total cash paid for rent expense to leased assets was $590,487 and $465,892 for the years ended December 31, 2025 and 2024, respectively. | F-19 | | **** **VENU HOLDING CORPORATION AND SUBSIDIARIES** **NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED** **DECEMBER 31, 2025 AND 2024** **NOTE 5 LEASES (Continued)** **** The following table shows balance sheet information related to the operating leases: SCHEDULE OF BALANCE SHEET INFORMATION RELATED TO LEASES | Balance Sheet Information | | Classification | | 2025 | | | 2024 | | | | | | | | As of | | | | Balance Sheet Information | | Classification | | December 31, 2025 | | | December 31, 2024 | | | | Assets | | | | | | | | | | | Right-of-use assets | | Operating Leases | | $ | 17,397,009 | | | $ | 1,351,600 | | | | Liabilities | | | | | | | | | | | | | Current portion of lease liabilities | | Operating Leases | | $ | 605,261 | | | $ | 364,244 | | | | Long-term portion of lease liabilities | | Operating Leases | | $ | 16,886,027 | | | $ | 1,020,604 | | | | Total lease liabilities | | | | $ | 17,491,288 | | | $ | 1,384,848 | | | The future minimum lease payments of existing operating lease liabilities are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS OF OPERATING LEASE LIABILITIES | | | For the year ending | | | | | | December 31, | | | | 2026 | | $ | 1,446,995 | | | | 2027 | | | 1,365,672 | | | | 2028 | | | 1,350,846 | | | | 2029 | | | 1,360,832 | | | | 2030 | | | 1,163,833 | | | | Thereafter | | | 21,104,749 | | | | Total lease payments | | $ | 27,792,927 | | | | Less: imputed interest | | | (10,301,639 | ) | | | Present value of lease liabilities | | $ | 17,491,288 | | | | Less: current portion | | | (605,261 | ) | | | Long-term portion | | $ | 16,886,027 | | | SCHEDULE OF SUPPLEMENTAL INFORMATION OF OPERATING LEASES **** | | | As of | | | | | | December 31, | | | December 31, | | | | | | 2025 | | | 2024 | | | | Weighted-average remaining lease term (years) | | | 18.88 | | | | 4.16 | | | | Weighted-average discount rate | | | 5.04 | % | | | 5.66 | % | | **** **** **NOTE 6 INVESTMENTS** **** The Company has a minority interest in an outside entity. On January 13, 2025, the Company purchased shares of Series A Preferred Stock of FL 101, Inc. (dba EIGHT Brewing) in consideration for a cash investment of $1,999,999. EIGHT Brewing, which is a food and beverage Company that creates curated lifestyle brands, including the EIGHT beer brand. Pursuant to the SPA, the Company was issued 1,487,099 shares of FL101s preferred stock, par value $0.00001 per share (the Preferred Stock), designated as Series A Preferred Stock. The Preferred Stock has the powers, preferences, and special rights set forth in the Restated Certificate of Incorporation of FL101, including a liquidation preference, protective provisions, anti-dilution protections, and conversion rights in favor of the holders of the Preferred Stock. The Company is a minority investor in this entity. This investment is carried at fair value unless a reliable fair value cannot be determined and is reviewed at each balance sheet date for impairment. There was no impairment recorded during the year ended December 31, 2025. | F-20 | | **VENU HOLDING CORPORATION AND SUBSIDIARIES** **NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED** **DECEMBER 31, 2025 AND 2024** **** **NOTE 7 INVESTMENTS IN RELATED PARTIES** The Company has non-controlling interest investments in related parties. Accordingly, the Company utilizes the guidance stated in ASC 323, *Investments Equity Method and Joint Ventures* to account for applicable transactions. These investments lack readily determinable fair values. Consequently, these investments are accounted for under the practical expedient at cost minus impairment plus any changes in observable price changes from an orderly transaction of similar investments. An adjustment to the recognized value of the investment is not made if there are no identified events or changes in circumstances that may have a significant adverse effect on the fair value. Any income or loss from these investments is recognized in the Consolidated Statements of Operations, net of operating expenses. These investments are reviewed at each balance sheet date for impairment. The activity related to these investments for the years ended December 31, 2025 and 2024 are as follows: SCHEDULE OF INVESTMENT**** | | | Roth | | | | | | | | | | | | Industries LLC | | | Culinova, Inc. | | | Total | | | | Balance at December 31, 2023 | | $ | 550,000 | | | $ | - | | | $ | 550,000 | | | | Additions | | | - | | | | - | | | | - | | | | Balance at December 31, 2024 | | $ | 550,000 | | | $ | - | | | $ | 550,000 | | | | Additions | | | - | | | | 5,262 | | | | 5,262 | | | | Balance at December 31, 2025 | | $ | 550,000 | | | $ | 5,262 | | | $ | 555,262 | | | **** **** **NOTE 8 RELATED PARTY TRANSACTIONS** The Company owns 526,166 Class B non-voting units or 1.2% of Roth Industries, LLC (Roth Industries). The Companys Chairman and CEO is also the founder, Chairman and significant equity holder of Roth Industries. Mitchell Roth, a member of the Companys Board of Directors, is also the CEO, President, and significant equity folder of Roth Industries. The Companys officers and directors are also minority equity owners of Roth Industries. The Company currently accounts for this investment based on ASC 325, *Investments Other*, under the cost method. In addition, the Company recognized licensing fees from Roth Industries, totaling $130,000 and $130,000 during the years ended December 31, 2025 and 2024, respectively, for Roths licensing use of the Bourbon Brothers brand in grocery products since the Company holds the exclusive license to use the brand. The Company had $237,500 and $107,500 in receivables from Roth Industries as of December 31, 2025 and 2024, respectively. The amounts received were recorded in other income in the Consolidated Statements of Operations and the amounts receivable included in other receivables as prepaid expenses and other current assets in the Consolidated Balance Sheets. The Company invested in Culinova, Inc. (formerly known as Innovate CPG, Inc.) for a total 526,166 shares (and paid a total purchase price of $5,261.66) in May 2025. As an equity holder of Roth Industries, the Company was afforded the right to acquire shares of Culinova, Inc. The Companys Chairman and CEO is a director of Culinova, Inc. and Mitchell Roth, the Chairman and CEO. The Companys officers and directors are also minority equity owners of Culinova, Inc. The Company currently accounts for this investment based on ASC 325, *Investments Other*, under the cost method. **** The Company on June 26, 2024, purchased 100% of the membership units from 13141 BPs members and, as a result, owned the land and buildings for which Notes used from an existing lease arrangement. The transaction is treated as an asset acquisition and accounted for under ASC 805, Business Combinations. Under this methodology the purchase price is allocated to the acquired asset based on their proportionate fair values. The Company purchased these units of 13141 BP for a total purchase price of $2,761,000 using equity. The members of 13141 BP were also shareholders of the Company prior to the purchase. Under the terms of the purchase agreement, the Company issued 276,100 shares of Class D common stock. The Company owns 100% of this subsidiary and 100% of its voting control and consolidates it into its financials. | F-21 | | **** **VENU HOLDING CORPORATION AND SUBSIDIARIES** **NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED** **DECEMBER 31, 2025 AND 2024** **NOTE 8 RELATED PARTY TRANSACTIONS (Continued)** Under the acquisition method of accounting, the total fair value of consideration transferred was allocated as follows as of June 26, 2024: SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED | Consideration | | | | | | Issuance of shares | | $ | 2,761,000 | | | | Fair value of consideration | | $ | 2,761,000 | | | | | | | | | | | Assets acquired and liabilities assumed | | | | | | | Cash | | $ | 74,085 | | | | Fixed Assets | | | 2,519,435 | | | | Lease receivable | | | 191,028 | | | | Accrued and other current liabilities | | | (23,548 | ) | | | Net assets acquired | | $ | 2,761,000 | | | 13141 BP sold the land and building to a 3rd party on July 18, 2025, at which time the Company determined the disposed component does not meet discontinued-operations criteria, its financial impacts are reported within the normal results of continuing operations (and not segregated below income from continuing ops). The Companys restaurant operating entity at this location, Notes Eatery, closed as of July 18, 2025. In 2025, the Company entered into several lease, debt and equity transactions with a related party, who is a significant shareholder of the Company. These include a ground lease agreement (refer to Note 5 Leases for further details), convertible debt agreements (refer to Note 9 Debt for further details), and issuance of shares of Common Stock (refer to Note 10 Equity for further details). **NOTE 9 DEBT** **** *SBA Economic Injury Disaster Loan* ** On May 4, 2020, the Company executed the standard loan documents required for securing a loan (the EIDL Loan) from the SBA under its Economic Injury Disaster Loan (EIDL) assistance program in light of the impact of the COVID-19 pandemic on the Companys business.Pursuant to the loan agreement, the principal amount of the EIDL Loan is $500,000, with proceeds to be used for working capital purposes. Interest accrues at the rate of 3.75% per annum. Monthly payments of interest only in the amount of $2,437 were to originally commence on May 4, 2021; however, this repayment commencement date was extended by the SBA for 24 months. The EIDL Loan matures 30 years from the date of the note agreement, at which time all remaining unpaid principal and interest are due.JW Roth, CEO and Chairman, personally guarantees this loan agreement. As of December 31, 2025 and 2024, the principal balance of $500,000 remains outstanding. **** *Bank Loans and Promissory Notes* **** On April 1, 2022, when the Company purchased the majority of equity interests of HIA. In this transaction, the Company became a guarantor of HIAs mortgage on the properties used in BBST and BBP operations. The mortgage accrues interest at 5.5% and matures on July 10, 2031. The outstanding balance as of December 31, 2025 and 2024 was $3,064,903 and $3,239,543, respectively. This mortgage is collateralized by the BBSTCO and BBP land and buildings. This mortgage is personally guaranteed by JW Roth. | F-22 | | **** **VENU HOLDING CORPORATION AND SUBSIDIARIES** **NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED** **DECEMBER 31, 2025 AND 2024** **NOTE 9 DEBT (Continued)** On December 21, 2022, the Company closed on a deed of land with the City of Murfreesboro, Tennessee, for the Company to develop a Bourbon Brothers Smokehouse and Tavern, Boot Barn Hall and an amphitheater on 20.13 acres parcel for $3,267,000. On August 26, 2024 the Company and the City of Murfreesboro, TN agreed to discontinue the development project previously planned for 20.13 acres as originally conceived. The City sold the undeveloped property to Venu subject to reconveyance and other termination provisions if the project was discontinued. The City and Venu proceeded with reconveyance of the property and the City terminated the promissory note of $3,267,000. The outstanding balance as of December 31, 2025 and 2024 was $0 and $0, respectively. **** On May 26, 2022, GAHIA took on a mortgage for the properties used in the BBSTGA and BBPGA operations, with the Company as a guarantor to the mortgage. GAHIA began to draw on this mortgage in early 2023 with the final mortgage amount in place in June 2023. The mortgage accrues interest at 3.95% and matures on May 26, 2043. The outstanding balance as of December 31, 2025 and 2024 was $4,037,281 and $4,243,364, respectively. This mortgage is collateralized by the BBSTGA and BBPGA land and buildings. This mortgage is personally guaranteed by JW Roth. On April 30, 2024, the Company executed a term sheet with the City of El Paso, Texas, and then later in June 2024 and July 2024 entered into aChapter 380 Economic Development Program Agreement (the Chapter 380 Agreement), a Purchase and Sale Agreement, and related transaction documents (collectively, the Definitive El Paso Agreements).On May 13, 2025, the Company (through a wholly owned subsidiary) acquired an approximately 20-acre tract of land where it will develop The Sunset Amphitheater in El Paso, Texas pursuant to the Definitive El Paso Agreements.Under the Definitive El Paso Agreements the City of El Paso provided various incentives to the Company related to the development of The Sunset El Paso including contributing cash towards Venus development costs by issuing an eight-year, no-interest, forgivable loan to Venu (the El Paso Loan) in the principal amount of $8,000,000 funded by the Texas Economic Development Fund. If the Company completes construction of The Sunset El Paso within 36 months from the date Venu receives all government authorizations required to develop and construct the amphitheater (such process, Entitlement) and hosts a minimum of 25 events per year at The Sunset El Paso in years 3-5 of the rebate period, the El Paso Loan will be forgiven. On January 14, 2025 (the Closing Date), the Company closed on its purchase of an approximately 46-acre tract of land (the McKinney Tract) where it will develop the Sunset Amphitheater in McKinney, Texas, pursuant to the Chapter 380, Grant, and Development Agreement (the McKinney Agreement) that the Company previously entered into with the City of McKinney, Texas, the McKinney Economic Development Corporation (MEDC), and the McKinney Community Development Corporation on April 16, 2024, which was amended on October 15, 2024 and December 3, 2024. MEDC agreed to sell the McKinney Tract to the Company for an aggregate purchase price of $35,000,000 (the McKinney Purchase Price), which was paid on the Closing Date in the form of $10,000,000 in cash and $25,000,000 represented by a secured promissory note to MEDC (the McKinney Note), which bears no interest, is subject to prepayment without penalty, is secured by a Deed of Trust conveying a first-priority lien on the McKinney Tract, and is personally guaranteed by JW Roth and a related-party shareholder of the Company (the McKinney Guaranty). If the Company receives a temporary certificate of occupancy or a certificate of occupancy by certain deadlines set forth in the McKinney Agreement, then MEDC will reimburse the Company for the McKinney Purchase Price, and the Company and the guarantors will be released from their respective obligations under the McKinney Note, the McKinney Deed of Trust, and the McKinney Guaranty. | F-23 | | **** **VENU HOLDING CORPORATION AND SUBSIDIARIES** **NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED** **DECEMBER 31, 2025 AND 2024** **NOTE 9 DEBT (Continued)** On May 27, 2025, for the purpose of funding the completion of a development adjacent to the Ford Amphitheater, the Company entered into Credit Agreement with Pueblo Bank & Trust, as lender (the Lender) for a draw down term loan (the Construction Loan). The Construction Loan accrues interest at 8.50% and has a term of seventy months, maturing on March 27, 2031 (the Maturity Date). Beginning on the closing date, and continuing until no later than May 27, 2026 (the Draw Period), assuming that there has not been an Event of Default (as defined in the Credit Agreement) and that the Company has complied with all requirements under the documents and agreements governing the Construction Loan, the Company may from time-to-time request advances under the Construction Loan not to exceed an aggregate amount of $6 million. Subject to the terms and conditions of the Credit Agreement, on the Conversion Date the draw down term loan will convert to an amortizing loan. The term of the amortizing loan is 59 months from the Conversion Date and the amortization loan will bear interest at the Note Rate per annum, defined as the WSJ Prime Rate plus 25 basis points determined on the Conversion Date. Monthly payments of principal and interest are due under the amortizing loan and will be calculated by amortizing the principal amount of the amortizing loan over 240 months. Obligations under the Construction Loan are secured under, and by, a deed of trust, various assets of the Company pledged pursuant to a security agreement, together with an assignment of leases and rents, and personal guaranties extended by certain Company affiliates. The outstanding balance as of December 31, 2025 and 2024 was $5,937,119 and $0, respectively. This mortgage is collateralized by the SHC land and buildings. This mortgage is personally guaranteed by JW Roth. Artist 280 purchased an aircraft to support the Companys current and prospective corporate growth initiatives and development projects around the country. Effective September 26, 2025, Artist 280 borrowed $12,000,000 million (the Loan) from PNC Bank, National Association (the Lender). The Loan is evidenced by a promissory note (the Note) delivered by Artist 280 in favor of the Lender. The term of the Loan is 60 months from October 1, 2025, and the Loan bears interest at 6.01% per annum. Monthly payments of principal and interest are due under the Note and will be calculated by amortizing the principal amount of the Note over 240 months. The outstanding balance as of December 31, 2025 was $11,928,956. The Loan is personally guaranteed by JW Roth up $4,500,000. ** *Convertible debt* ** The Company issued a $6,000,000 principal amount convertible promissory note on February 28, 2025, with a maturity date three years from the date of issuance. The interest rate is 12% per annum and paid quarterly in cash or shares of Venus common stock at the conversion price. The conversion price is defined as 100% of the average daily closing sale price of the Companys common stock during the 10 consecutive trading days immediately prior to the applicable payment date. The lender was also issued a warrant that is exercisable to acquire 300,000 shares of Company common stock at an exercise price of $12.50 per share. On April 4, 2025, the Company issued two convertible promissory notes having an aggregate principal amount of $6,000,000 in total principal amount convertible promissory note, with a maturity date three years from the date of issuance. The interest rate is 12% per annum and paid quarterly in cash or shares of Venus common stock at the conversion price. The conversion price is defined as 100% of the average daily closing sale price of the Companys common stock during the 10 consecutive trading days immediately prior to the applicable payment date. The lenders were issued warrants that, in the aggregate, are exercisable to acquire 300,000 shares of Company common stock at an exercise price of $12.50 per share. On May 6, 2025, the Company issued two convertible promissory notes having an aggregate principal amount of $6,000,000 in total principal amount convertible promissory note, with a maturity date three years from the date of issuance. The interest rate is 12% per annum and paid quarterly in cash or shares of Venus common stock at the conversion price. The conversion price is defined as 100% of the average daily closing sale price of the Companys common stock during the 10 consecutive trading days immediately prior to the applicable payment date. The lenders were issued warrants that, in the aggregate, could acquire 300,000 shares of Company common stock at an exercise price of $12.50 per share. | F-24 | | **** **VENU HOLDING CORPORATION AND SUBSIDIARIES** **NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED** **DECEMBER 31, 2025 AND 2024** **NOTE 9 DEBT (Continued)** On June 22, 2025, the Company issued 1,542,367 shares of Common Stock in full satisfaction of $15,000,000 principal and $423,667 accrued interest, representing a conversion price of $10 per common share, due under certain convertible promissory notes. On July 22, 2025, the Company issued 103,667 shares of Common Stock upon conversion of a secured promissory note to satisfy 50% of the outstanding obligations owed thereunder. Total debt consists of the following: SCHEDULE OF DEBT | | | December 31, | | | December 31, | | | | | | 2025 | | | 2024 | | | | SBA Economic Injury Disaster Loan | | $ | 500,000 | | | $ | 500,000 | | | | Bank loans and promissory notes | | | 56,468,259 | | | | 15,701,718 | | | | Long-term convertible debt | | | 1,907,530 | | | | 9,433,313 | | | | Total debt | | | 58,875,789 | | | | 25,635,031 | | | | Less: current maturities | | | 400,108 | | | | 11,534,814 | | | | Long-term debt, including convertible debt | | $ | 58,475,681 | | | $ | 14,100,217 | | | Following is the future maturities of total debt for the year ending December 31, SCHEDULE OF FUTURE MATURITIES OF LONG TERM DEBT | | | | | | | | 2026 | | $ | 400,108 | | | | 2027 | | | 25,437,366 | | | | 2028 | | | 2,504,609 | | | | 2029 | | | 558,696 | | | | 2030 | | | 10,723,123 | | | | Thereafter | | | 19,251,887 | | | | Total debt | | $ | 58,875,789 | | | **** **NOTE 10 EQUITY** **** **Stockholders Equity** **** On March 5, 2024, the Company and its Class C stockholders authorized a Class D of common stock up to 60,000,000 shares. At that time, the Company allowed its Class B and Class C stockholders to exchange to Class D shares at a 1 to 1 basis. On September 6, 2024, the Company amended and restated its articles of incorporation so that each share of then outstanding share of Class A Voting Common Stock, Class C Voting Common Stock, and Class D Voting Common Stock immediately and automatically converted into one (1) share of Common Stock. The amended and restated articles of incorporation provide that the authorized capital stock of the Company consists of 144,000,000 shares of Common Stock, 1,000,000 shares of Class B Non-Voting Common Stock and 5,000,000 shares of Preferred Stock. During 2024, the Company closed a private placement offering in which we sold 3,300,341 shares of Common Stock and received gross proceeds of $32,059,550. | F-25 | | **** **VENU HOLDING CORPORATION AND SUBSIDIARIES** **NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED** **DECEMBER 31, 2025 AND 2024** **NOTE 10 EQUITY (Continued)** On November 26, 2024, the Company completed an initial public offering of 1,200,000 shares common stock at a public offering price of $10.00 per share, generating gross proceeds of $12,000,000. The Company also granted the underwriters a 45-day option to purchase up to 180,000 additional shares of common stock on the same terms and conditions for the purpose of covering any over-allotments in connection with the Offering, which the underwriters exercised on November 29, 2024. The closing of the offering took place on November 29, 2024. The Company received net proceeds of approximately $12,300,000 from the offering, after deducting underwriting discounts and commissions and other offering expenses. On January 3, 2025, the Company issued 10,000 shares of Common Stock to a services firm at a price of $10 per share. In April 2025, the Company issued a consultant 10,000 shares of our Common Stock in consideration for services rendered to the Company. In May 2025, the Company issued a consultant 10,000 shares of our Common Stock in consideration for services rendered to the Company. On June 3, 2025, the Company issued 1,007,292 shares of Common Stock to KWO in full satisfaction of the Note originally issued to KWO in January 2024. On June 16, 2025, the Company issued 675 shares of Series B 4.0% Cumulative Redeemable Convertible Preferred Stock (Series B Preferred Stock) to Aramark Sports and Entertainment Services, LLC, with an aggregate purchase amount of $10.125 million. Each share of Series B Preferred Stock is convertible into 1,000 shares of Common Stock. The shares of Series B Preferred Stock do not afford the holder voting rights other than as required by law, and each share of Series B Preferred Stock entitles the holder to receive an annual cumulative, non-compounding dividend at an annual rate of 4% of the Stated Value (being equal to $600 per share of Series B Preferred Stock) (the Series B Dividends), payable in either cash or shares of the Companys common stock. The Series B Dividends accrue, without interest and on a cumulative basis, during two semi-annual dividend periods beginning on the first day of each January and July, respectively. The Series B Dividends are payable semi-annually in arrears on January 15th and July 15th of each year. The Series B Dividends began accruing on June 16, 2025, and is prorated on the basis of a 360-day year consisting of twelve 30-day months. Only holders of Series B Preferred Stock as of the first day of the month in which a dividend is due to be paid (or another date to be no more than 30 days nor less than 10 days prior to the date of the dividend payment, as determined by the Companys board of directors or a duly authorized officer) are eligible to receive a Series B Dividend for the applicable period. On June 22, 2025, the Company issued 1,542,367 shares of Common Stock in full satisfaction of all principal and accrued interest due under certain convertible promissory notes as discussed in Note 9. On July 22, 2025, the Company issued 103,667 shares of Common Stock in satisfaction of 50% of the principal and accrued interest due under certain convertible promissory notes as discussed in Note 9. On August 11, 2025, the Company filed a revocation with the Secretary of State of the State of Colorado to eliminate from its Articles of Incorporation all matters set forth in the Certificate of Designation, Preferences and Rights with respect to its Series A 8.0% Cumulative Redeemable Convertible Preferred Stock (the Series A Preferred Stock). No shares of Series A Preferred Stock were issued, and shares of preferred stock previously designated as Series A Preferred Stock have reverted to being designated as authorized but unissued shares of preferred stock. On August 28, 2025, the Company completed a public offering of 2,875,000 shares common stock at a public offering price of $12.00 per share, generating gross proceeds of $34,500,000. The Company also granted the underwriters a 45-day option to purchase up to 375,000 additional shares of common stock on the same terms and conditions for the purpose of covering any over-allotments in connection with the Offering, which the underwriters exercised on August 27, 2025. The Company received net proceeds of approximately $32,000,000 from the offering, after deducting underwriting discounts and commissions and other offering expenses. **** | F-26 | | **** **VENU HOLDING CORPORATION AND SUBSIDIARIES** **NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED** **DECEMBER 31, 2025 AND 2024** **** **NOTE 10 EQUITY (Continued)** On September 3, 2025, the Company entered into a Subscription Agreement with Tixr, Inc. and completed a private offering of 62,500 shares common stock at a price of $16.00 per share, generating gross proceeds of $1,000,000. **** On September 22, 2025 (Effective Date), the Company entered into an Ambassador Agreement with a third party for the purpose of increasing awareness of the Company. The term of the agreement is three years and requires cash payments to the brand ambassador, being a payment at the time of the signing of the agreement, and then on-going payments at defined intervals. During the term of the agreement, the Company will also issue shares of common stock to the ambassador on the 91stday after the effective date of the agreement and every 91 days thereafter. The number of such shares of common stock to be issued on each grant date during the term will equal a value of $125,000, such value to be determined based on the Volume Weighted Average Price per share during the preceding twenty days during which the NYSE American was open. For the year ended December 31, 2025, the Company made cash payments totaling $125,000 and issued 13,222 shares of Common Stock. In regards to the Companys treasury shares, the Company has 76,245 shares of treasury stock that it acquired through the acquisition of HIA. In addition, on August 12, 2024, the Company purchased 100,000 shares back from Roth Industries, a related party, at $5 per share. On January 22, 2024, the Company and Live Nation entered into an Exclusive Operating Agreement, pursuant to which Live Nation intended to serve as the exclusive operator of The Sunset BA. Although the parties pursued their working partnership, in August 2024, the Company and Live Nation terminated the Exclusive Operating Agreement due to the Company determining that it is unable to construct the number of parking spaces originally contemplated by the Exclusive Operating Agreement. As part of this termination, Live Nation exercised its put right for the 100,000 shares worth $1,000,000 and the Company repurchased these shares from Live Nation as of September 26, 2024. On October 27, 2025, the Company entered into a real estate purchase and sale agreement with a related party (Purchaser) to convey the land owned by PPP used for parking by Sunset Ops for a purchase price of $14,000,000. The Purchaser is wholly owned by a significant shareholder of the Company. The Company received $7,600,000 in cash and 476,190 shares of its Common Stock, valued at $6,400,000 based on the average NYSE American Stock Exchange closing sale price over the seven trading days preceding November 5, 2025, resulting in a gain on sale of $6,608,315. The Company also entered into a ground lease agreement on November 5, 2025 to concurrently lease the property back for a 20-year term (refer to Note 5 Leases for further details regarding this lease). As of December 31, 2025 and 2024, the Company had repurchased a total of 752,435 and 276,245 treasury shares, respectively. On October 24, 2025, a total of 75,000 shares of Class B Non-Voting Common Stock were exchanged for 75,000 shares of Common Stock. **** On October 28, 2025, the Companys shareholders approved an amendment to the 2023 Plan to increase the number of shares of the Companys common stock from 2,500,000 shares of common stock to 7,500,000 shares of common stock. **** On November 6, 2025 (Effective Date), the Company entered into a Partner Agreement with a third party for the purpose of increasing awareness of the Company. The term of the Agreement is three years and requires cash payments to the brand ambassador, being a payment at the time of the signing of the agreement, and then on-going payments at defined intervals. During the term of the agreement, the Company will also issue shares of common stock to the ambassador on the 91st day after the effective date of the agreement and every 91 days thereafter. The number of shares of common stock to be issued on each grant date during the term will equal a value of $187,500, such value to be determined based on the volume weighted average price per share during the preceding twenty days during which the NYSE American was open. For the year ended December 31, 2025, the Company made cash payments totaling $125,000. | F-27 | | **** **VENU HOLDING CORPORATION AND SUBSIDIARIES** **NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED** **DECEMBER 31, 2025 AND 2024** **NOTE 10 EQUITY (Continued)** **** On November 18, 2025, the Board of Directors authorized the repurchase of up to $10,000,000 of outstanding shares of Common Stock, par value $0.001 per share of the Company (the Share Repurchase Program). The Share Repurchase Program expires on December 31, 2026. Repurchases under the Share Repurchase Program may be made from time to time through open-market repurchases or through privately negotiated transactions subject to market conditions, applicable legal requirements, and other relevant factors. The Company is not obligated under the Share Repurchase Program to acquire any particular amount of Common Stock, and the Company may terminate or suspend the Share Repurchase Program at any time prior to its expiration. The timing and actual number of shares of Common Stock repurchased may depend on a variety of factors, including price, available liquidity, cash flows, general market conditions, and alternative opportunities. **** **** **NOTE 11 EARNINGS PER SHARE** The Company computes basic and diluted net income (loss) per share in accordance with ASC 260, Earnings Per Share. Basic EPS is calculated by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the period. The Company applies the two-class method as it has multiple classes of equity including the Series B 4% Convertible Preferred Stock, issued on June 16, 2025. The Series B Preferred Stock is not a participating security and does not share in undistributed earnings beyond its fixed 4% cumulative dividend. Under the two-class method, income available to common shareholders is reduced by the cumulative preferred dividend, whether declared or not. The Series B Preferred is convertible at the option of the holder into 1,000 shares of common stock per preferred share (plus accrued dividends), and is considered a potentially dilutive security. For the year ended December 31, 2025, the assumed conversion of the Series B Preferred Stock was anti-dilutive and excluded in the diluted EPS computation. As of December 31, 2025, the Series B Preferred Stock had dividends accrued of $223,875. The following table sets forth the calculation of earnings per share, with no dividends declared yet, for the years ended December 31, 2025 and 2024, as presented in the accompanying Consolidated Statements of Operations: SCHEDULE OF CALCULATION OF EARNINGS PER SHARE | For the Year Ended December 31, 2025 | | | | | Class B | | | Common | | | | Basic and diluted net loss per share of common stock | | | | | | | | | Numerator: | | | | | | | | | | | Allocation of net loss | | $ | (397,334 | ) | | $ | (43,696,388 | ) | | | Less : Series B preferred dividend | | $ | (2,017 | ) | | $ | (221,858 | ) | | | Net loss attributable to common stock holders - basic | | $ | (399,351 | ) | | $ | (43,918,246 | ) | | | Denominator: | | | | | | | | | | | Basic and diluted weighted average shares outstanding | | | 363,552 | | | | 39,981,214 | | | | | | | | | | | | | | | Basic and diluted net loss per share of common stock | | $ | (1.10 | ) | | $ | (1.10 | ) | | | For the Year Ended December 31, 2024 | | | | | Class B | | | Class C | | | Class D | | | Common | | | | Basic and diluted net loss per share of common stock | | | | | | | | | | | | | | | | | | | Numerator: | | | | | | | | | | | | | | | | | | | Allocation of net loss | | $ | (620,265 | ) | | $ | (5,784,717 | ) | | $ | (13,968,689 | ) | | $ | (9,966,084 | ) | | | Denominator: | | | | | | | | | | | | | | | | | | | Basic and diluted weighted average shares outstanding | | | 724,629 | | | | 6,758,034 | | | | 16,319,014 | | | | 11,642,944 | | | | | | | | | | | | | | | | | | | | | | | Basic and diluted net loss per share of common stock | | $ | (0.86 | ) | | $ | (0.86 | ) | | $ | (0.86 | ) | | $ | (0.86 | ) | | | F-28 | | **VENU HOLDING CORPORATION AND SUBSIDIARIES** **NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED** **DECEMBER 31, 2025 AND 2024** **NOTE 12 WARRANTS AND STOCK OPTIONS** The Company grants, to certain of its directors and employees, warrants and stock options to purchase shares of the Companys equity. The Company may also issue stock options or warrants to investors in connection with its capital raising and financing activities. In addition, the Company has adopted, and its shareholders have approved the Amended and Restated 2023 Omnibus Incentive Compensation Plan (the 2023 Plan). Under the 2023 Plan, a total of 2,500,000 shares of Company common stock were initially reserved for awards to directors, officers, employees and consultants. Incentive-compensation awards under the 2023 Plan may consist of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, and performance awards. As of December 31, 2025 and 2024, there were options outstanding under the 2023 Plan to acquire 2,500,000 and 0 shares, respectively, of Company common stock. The options outstanding as of December 31, 2025 have an exercise price of $10.00 per share. Following is a summary of the warrant and stock options activities during the years ended December 31, 2025 and 2024: SUMMARY OF WARRANT AND STOCK ACTIVITIES | | | Number of Warrants and Options | | | Weighted Average Exercise Price | | | Weighted Average Grant Date Fair Value | | | Weighted Average Remaining Contractual Term (in years) | | | | Outstanding, December 31, 2023 | | | 3,029,830 | | | $ | 2.59 | | | | | | | | | | Granted | | | 3,158,333 | | | $ | 10.02 | | | $ | 5.64 | | | | | | | | Exercised | | | (67,997 | ) | | $ | 2.23 | | | | | | | | | | | | Expired and forfeited | | | (535,873 | ) | | $ | 6.34 | | | | | | | | | | | | Outstanding, December 31, 2024 | | | 5,584,293 | | | $ | 6.43 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Outstanding, December 31, 2024 | | | 5,584,293 | | | $ | 6.43 | | | | | | | | | | | | Granted | | | 4,824,250 | | | $ | 10.85 | | | $ | 3.47 | | | | | | | | Exercised | | | (138,333 | ) | | $ | 3.49 | | | | | | | | | | | | Expired and forfeited | | | (517,593 | ) | | $ | 8.74 | | | | | | | | | | | | Outstanding, December 31, 2025 | | | 9,752,617 | | | $ | 8.54 | | | | | | | | 4.22 | | | During the year ended December 31, 2025, the Company granted a total of 4,824,250 warrants and stock options, with (i) 2,500,000 total options granted to JW Roth and Kevin ONeil as part of the closing upon the real property in McKinney and each agreeing to serve as a personal guarantor of a promissory note issued at that closing, (ii) 900,000 warrants issued to investors as part of the convertible promissory note offering, (iii) an additional 608,750 in total warrants and stock options for contributed services and (iv) 815,500 stock options to employees and directors. As of December 31, 2025, there was a total of 7,456,264 warrants (and stock options) exercisable with an aggregate intrinsic value of $12,303,982. For the total warrants and stock options outstanding of 9,752,617 as of December 31, 2025, the aggregate intrinsic value was $14,329,214. As of December 31, 2025, there was $6,508,123 of unrecognized compensation cost related to non-vested warrants. The equity-based compensation cost, related to warrants and stock options included as a charge to operating expenses in the Consolidated Statements of Operations for the years ended December 31, 2025 and 2024 were $15,345,687 to be recognized over a weighted-average period of 4.22 years and $12,015,133 to be recognized over a weighted-average period of 5.04 years, respectively. | F-29 | | **VENU HOLDING CORPORATION AND SUBSIDIARIES** **NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED** **DECEMBER 31, 2025 AND 2024** **NOTE 12 WARRANTS AND STOCK OPTIONS (Continued)** The fair value of the warrants and stock options was estimated using the Black-Scholes-Merton model using the following inputs: SCHEDULE OF FAIR VALUE OF WARRANTS AND OPTION | | | December 31, 2025 | | | December 31, 2024 | | | | Volatility | | | 44.7% to 98.9 | % | | | 69.3% to 77.4 | % | | | Dividends | | | 0.00 | % | | | 0.00 | % | | | Risk-free rate | | | 0.4% to 4.6 | % | | | 0.4% to 4.8 | % | | | Expected Term (years) | | | 3-5 | | | | 3-5 | | | Stock options and warrants are equity classified, not liability classified, and are not remeasured at fair value. **NOTE 13 INCOME TAXES** **** The following table sets forth income before taxes: ****SCHEDULE OF FORTH INCOME BEFORE TAXES | | | 2025 | | | 2024 | | | | U.S. | | | (50,781,223 | ) | | | (32,793,466 | ) | | | Foreign | | | - | | | | - | | | | Total income before taxes | | | (50,781,223 | ) | | | (32,793,466 | ) | | **** The following table reconciles the statutory income tax rates to actual rates based on income or loss before income taxes as of December 31, 2025 and 2024: SCHEDULE OF RECONCILIATION OF STATUTORY INCOME TAX RATES | | | 2025 | | | 2024 | | | | | | Total | | | Tax Rate | | | Total | | | Tax Rate | | | | Income tax benefit at federal statutory rate | | | (10,664,057 | ) | | | 21.0 | % | | | (6,886,628 | ) | | | 21.0 | % | | | Non-controlling interest | | | 2,012,411 | | | | -4.0 | % | | | 312,596 | | | | -1.0 | % | | | Equity based compensation | | | 58,353 | | | | -0.1 | % | | | 1,469,853 | | | | -4.5 | % | | | Interest expense | | | 266,987 | | | | -0.5 | % | | | 595,025 | | | | -1.8 | % | | | Financing expense | | | - | | | | 0.0 | % | | | 525,000 | | | | -1.6 | % | | | State and local income taxes net of federal tax benefit | | | (1,450,204 | ) | | | 2.9 | % | | | (679,184 | ) | | | 2.1 | % | | | Others | | | (182,978 | ) | | | 0.4 | % | | | 239,627 | | | | -0.7 | % | | | Valuation allowance | | | 9,959,488 | | | | -19.7 | % | | | 4,423,711 | | | | -13.5 | % | | | Provision for income taxes | | | - | | | | 0.0 | % | | | - | | | | 0 | % | | | F-30 | | **VENU HOLDING CORPORATION AND SUBSIDIARIES** **NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED** **DECEMBER 31, 2025 AND 2024** **NOTE 13 INCOME TAXES (Continued)** **** Below is a summary of the Companys deferred tax assets and liabilities: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | | | 2025 | | | 2024 | | | | Net operating loss and tax credits carry forwards | | | 14,823,636 | | | | 4,710,756 | | | | Lease liability | | | 8,140,324 | | | | 4,284,550 | | | | Investments in partnerships | | | 3,227,176 | | | | 1,565,317 | | | | Equity based compensation | | | 5,291,552 | | | | 1,493,341 | | | | Deferred revenue | | | 338,390 | | | | 407,571 | | | | Others | | | 385,145 | | | | 44,699 | | | | Deferred tax assets before valuation allowance | | | 32,206,223 | | | | 12,506,234 | | | | Valuation allowance | | | (17,871,255 | ) | | | (7,911,767 | ) | | | Deferred tax assets after valuation allowance | | | 14,334,968 | | | | 4,594,467 | | | | Right of use assets | | | (7,934,400 | ) | | | (4,122,635 | ) | | | Fixed assets | | | (6,400,568 | ) | | | (471,832 | ) | | | Deferred tax liabilities | | | (14,334,968 | ) | | | (4,594,467 | ) | | | Net deferred tax assets and liabilities | | | - | | | | - | | | The Company has federal net operating loss of $58,310,604 and $18,043,321 as of the current and prior year, respectively. All of the federal net operating loss has an indefinite carry forward period. The Company has various state net operating carry forwards. The determination of the state net operating loss carryforwards is dependent upon apportionment percentages and state laws that can change from year to year and impact the amount of such carryforwards. In general, under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (or the Code), a corporation that undergoes an ownership change, generally defined as a greater than 50% change by value in its equity ownership over a three-year period, is subject to limitations on its ability to utilize its pre-change net operating losses (NOLs), other tax attribute carryforwards and research and development credit carryforwards to offset future taxable income. Our existing NOLs, other tax attribute carryforwards and research and development credit carryforwards may be subject to limitations arising from previous ownership changes. If we undergo, or are deemed to have previously undergone, an ownership change, our ability to utilize NOLs, other tax attribute carryforwards and research and development credit carryforwards could be limited by Sections 382 and 383 of the Code. Additionally, future changes in our stock ownership, some of which might be beyond our control, could result in an ownership change under Section 382 of the Code. For these reasons, in the event we experience or are deemed to have experienced an ownership change for these purposes, we may not be able to utilize a material or even a substantial portion of the NOLs, other tax attribute carryforwards, research and development credit carryforwards, even if we attain profitability. We have not completed a Code Section 382 analysis regarding any limitation on our NOL carryforwards. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. Due primarily to its history of operating losses, the Company is unable to conclude that it is more likely than not that it will realize the benefits of its deferred tax assets. Therefore, the Company provided a valuation allowance against the entire net deferred tax assets during current year, reflecting an increase of $9,959,488. Management does not believe that there are significant uncertain tax positions in the current and prior year. There are no interest and penalties related to uncertain tax positions in the current and prior year. | F-31 | | **** **** **VENU HOLDING CORPORATION AND SUBSIDIARIES** **NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED** **DECEMBER 31, 2025 AND 2024** **NOTE 13 INCOME TAXES (Continued)** **** The Company is no longer subject to income tax examinations for federal income taxes before 2022 or for states before 2021. Net operating loss carryforwards are subject to examination in the year they are utilized regardless of whether the tax year in which they are generated has been closed by statute. The amount subject to disallowance is limited to the NOL utilized. Therefore, the Company may be subject to examination for prior NOLs generated as such NOLs are utilized. generated as such NOLs are utilized. **NOTE 14 ACCOUNTS PAYABLE AND ACCRUED EXPENSES** **** The carrying amounts of accounts payable and accrued expenses approximated their fair values at December 31, 2025 and 2024. Accounts payable at December 31, 2025 and 2024 were $25,129,485 and $7,283,033, respectively, which primarily consisted of payments to vendors for operations including inventory, marketing, professional services, security, and payments for construction of the Companys future facilities. Accrued expenses at December 31, 2025 and 2024 were $27,847,751 and $3,556,819, respectively, which included accruals of the Company utilities, property taxes, construction related vendors, insurance, purchases, and interest. Total accrued expenses consists of the following: SCHEDULE OF ACCRUED EXPENSES | | | 2025 | | | 2024 | | | | | | As of | | | | | | December 31, | | | December 31, | | | | | | 2025 | | | 2024 | | | | General operating expenses | | $ | 1,044,148 | | | $ | 1,045,617 | | | | Property and sales taxes | | | 1,621,961 | | | | 307,028 | | | | Interest accrued on long-term debt and NNN firesuite liability | | | 1,478,322 | | | | 46,457 | | | | Construction costs related to future venues | | | 23,703,320 | | | | 2,157,717 | | | | Total Accrued Expenses | | $ | 27,847,751 | | | $ | 3,556,819 | | | **NOTE 15 NNN FIRESUITE LIABILITY** During 2025, the Company entered into arrangements to sell the exclusive use rights to certain luxury concert suites (Luxe FireSuites) to third parties and concurrently lease them back for a 15-year term under a triple-net lease structure. Under these agreements, the third-party pays an upfront purchase price for a Luxe FireSuite and the Company (through a subsidiary, as seller-lessee) immediately leases the suite for its own use for 15 years. Monthly lease payments to the buyer/lessor are fixed to yield an 11% annual return on the purchase price, with a 2% escalation each year. The lease is triple net, meaning the Company is responsible for all suite-related operating costs (maintenance, insurance, taxes) over the term. At the end of the 15-year lease term, the buyer/lessor has a one-time option to require the Company to repurchase the Luxe FireSuite rights at a price equal to 150% of the original purchase price (Lessor Sale Option). If the buyer/lessor exercises this put option (which expires at lease end), the Company must buy back the suite rights at the agreed price. If the buyer/lessor does not exercise the option, the lease will terminate and the buyer/lessor will retain the ownership of the suite rights going forward (i.e. the buyer/lessors rights would continue beyond year 15, and the Company would no longer lease the suite). The repurchase option provides the buyer/lessor with an annual return on its purchase and, as a result, the Company expects that the option will be exercised in most, if not all, cases. The Company has accounted for these transactions as financing arrangements rather than as a sale. Because the Company did not transfer control of the suites, no revenue or gain has been recognized on the upfront cash proceeds. In substance, the buyer/lessor is providing financing to the Company, with the Luxe FireSuites as collateral. Accordingly, at inception the Company continues to carry the Luxe FireSuite assets on its Consolidated Balance Sheets at their existing carrying amount, and it has recorded the cash proceeds from the buyer/lessor as a long-term financing liability (reported as NNN firesuite liability). The Company did not derecognize any of its real estate or equipment as a result of these transactions, since they do not qualify as sales under the applicable accounting guidance. The monthly payments made by the Company under the leaseback are not recorded as rent expense. These payments represent interest and principal payments on the financing liability. The Company recognizes interest expense on the financing liability over the 15-year term at an effective interest rate that reflects the 11% initial yield and the annual 2% escalations, such that the liability will accrete to the 150% repurchase price by the end of the term. | F-32 | | **** **VENU HOLDING CORPORATION AND SUBSIDIARIES** **NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED** **DECEMBER 31, 2025 AND 2024** **NOTE 15 NNN FIRESUITE LIABILITY (Continued)** The financing liability arising from the Luxe FireSuites transactions is included in the Companys Consolidated Balance Sheets. As of December 31, 2025 and 2024, the balance of the NNN firesuite liability was $31,064,514 and $0, respectively. This reflects the initial proceeds of $30,789,000 received from buyer/lessor and includes $1,327,422 of accreted interest for year ended December 31, 2025. No proceeds were received during the year ended December 31, 2024. For the year ended December 31, 2025, the Company recognized interest expense of $2,111,395 related to the Luxe FireSuites financing, which is included within Interest Expense in the Consolidated Statements of Operations. No interest expense was recognized for the year ended December 31, 2024. Following is the future maturities of NNN firesuite liability for the year ending December 31, SUMMARY OF FUTURE MATURITIES OF LONG TERM DEBT | | | | | | | 2026 | | $ | 1,026,300 | | | | 2027 | | | 1,026,300 | | | | 2028 | | | 1,026,300 | | | | 2029 | | | 1,026,300 | | | | 2030 | | | 1,026,300 | | | | Thereafter | | | 25,933,014 | | | | Total NNN firesuite liability | | $ | 31,064,514 | | | **** **NOTE 16 COMMITMENTS AND CONTINGENCIES** From time to time, the Company may become party to litigation and other claims in the ordinary course of business. To the extent that such claims and litigation arise, management provides for them if upon the advice of counsel, losses are determined to be both probable and estimable. In addition, the Company enters into public private partnerships. These partnerships, may require the Company to meet construction timelines. There may be liquidated damage clauses, etc. To the extent that such claims arise, management provides for them if upon the advice of counsel, losses are determined to be both probable and estimable. **** **NOTE 17 SUBSEQUENT EVENTS** The Company has evaluated subsequent events through March 31, 2026, and identified the following: On January 5, 2026, the Company and Aramark entered into an amendment to the LOI (the LOI Amendment) whereby Aramark agreed to become the exclusive provider of certain food, beverage, catering, concession, retail, custodial, grounds, and facility maintenance services (collectively, the Services)at two additional Company amphitheaters to be constructed in El Paso, TX and the greater Houston, TX area beginning upon the date that each facility opens and ending 10 years from the earliest opening date of the Companys Broken Arrow, OK or McKinney, TX amphitheaters. In connection with the LOI Amendment, Aramark committed an additional $10,005,000 equity investment in the Company by purchasing a total of 667 additional shares of Series B Preferred Stock. In exchange, the Company agreed to issue (i) 333 shares of Series B Preferred Stock for $4.995 million by January 20, 2026, and (ii) 334 shares of Series B Preferred Stock for $5.010 million on October 15, 2026. The Company granted 3,000,000 options to the Chairman and CEO of the Company on January 20, 2026. **** In connection with the Partner Agreement dated November 6, 2025, the Company issued 29,064 shares of Common Stock to the brand ambassador subsequent to December 31, 2025. | F-33 | | **** **VENU HOLDING CORPORATION AND SUBSIDIARIES** **NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED** **DECEMBER 31, 2025 AND 2024** **NOTE 17 SUBSEQUENT EVENTS (Continued)** On February 3, 2026, the Company entered into an Assignment of Purchase and Sale Agreement with Hall at Centennial, LLC, a subsidiary of the Company (the Subsidiary), and Old Mill, LLC (Old Mill). Following such assignment, on February 3, 2026, the Subsidiary closed on the purchase of land in Centennial, Colorado (the Centennial Property) from Old Mill pursuant to the Purchase and Sale Agreement. The purchase price of approximately $12,612,000 for the Centennial Property was paid through a combination of cash and a promissory note in the principal amount of approximately $7,758,000, bearing interest at 4.5% per annum, made by the Company in favor of Old Mill. In connection with the closing of the acquisition, the Subsidiary also entered into a bridge loan (the Loan) evidenced by a promissory note in the principal amount of $4,350,000, which bears interest at 7.75% per annum and matures in early May 2026. The proceeds of the Loan were used to satisfy the cash closing delivery obligation for the acquisition of the Centennial Property (as well as to pay off Old Mills existing loan secured by the Centennial Property and certain outstanding taxes). The Loan was repaid in full in March 2026. **** On March 8, 2026, the Company completed a public offering of 14,340,000 shares of common stock (Common Stock), and pre-funded warrants to purchase up to 4,410,000 shares of common stock (Pre-Funded Warrants), in lieu of shares of common stock, in each case together with accompanying warrants to purchase up to 18,750,000 shares of common stock (Common Warrants). The aggregate public offering price for each share of Common Stock, together with one Common Warrant, was $4.00. The aggregate public offering price for each Pre-Funded Warrant, together with one Common Warrant, was $3.999. The Company also granted the underwriters a 45-day option to purchase up to an additional 2,812,500 shares of common stock and/or 2,812,500 Pre-Funded Warrants and/or 2,812,500 Common Warrants to cover any over-allotments in connection with the offering, which the underwriters exercised in full by March 10, 2026. The sale of shares of Common Stock, Pre-Funded Warrants, and accompanying Common Warrants in the offering generated net proceeds to the Company of approximately $80,100,000 million, after deducting the underwriting discounts and commissions and other offering expenses. The Company sold an additional $2,217,627 in beneficial interests under the offering conducted by Notes CS I DST, LLC offering by March 31, 2026. In connection with the Partner Agreement dated September 22, 2025, the Company issued 31,328 shares of Common Stock to the brand ambassador subsequent to December 31, 2025. | F-34 | |