Venu Holding Corp

Previous wording

You should read the following discussion and analysis of Venu’s financial condition and results of operations together with our audited consolidated financial statements as of and for the fiscal years ended December 31, 2024, which are included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”), and our unaudited condensed consolidated financial statements as of June 30, 2025 and for the three and six months ended June 30, 2025 and 2024, which appear at the end of this Quarterly Report on Form 10-Q, in each case together with the related notes thereto. Some of the information contained in this discussion and analysis or set forth at the end of this Quarterly Report, 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, including those factors set forth in the section entitled “Risk 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. You should carefully read the section of this Quarterly Report entitled “Risk Factors” to gain an understanding of the important factors that could cause actual results to differ materially from forward-looking statements. Please also see the section entitled “Cautionary Note Concerning 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.

Current wording

You should read the following discussion and analysis of Venu’s financial condition and results of operations together with our audited consolidated financial statements as of and for the fiscal year ended December 31, 2024, which is included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”), and our unaudited condensed consolidated financial statements as of September 30, 2025 and for the three and nine months ended September 30, 2025 and 2024, which appear at the end of this Quarterly Report on Form 10-Q, in each case together with the related notes thereto. Some of the information contained in this discussion and analysis or set forth at the end of this Quarterly Report, 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, including those factors set forth in the section entitled “Risk 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. You should carefully read the section of this Quarterly Report entitled “Risk Factors” to gain an understanding of the important factors that could cause actual results to differ materially from forward-looking statements. Please also see the section entitled “Cautionary Note Concerning 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.

Previous wording

This section presents management’s 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 Quarterly Report and should be read in conjunction with our audited consolidated financial statements as of and for the fiscal years ended December 31, 2024 and 2023, which are included in the Annual Report, and our unaudited condensed consolidated financial statements as of June 30, 2025 and for the three and six months ended June 30, 2025 and 2024, which are included in this Quarterly Report, in each case 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 discussion 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 management’s expectations. Factors that could cause such differences are discussed in the sections titled “Cautionary Note Concerning Forward-Looking Statements” and “Risk Factors.” Our MD&A is organized as follows:

Current wording

This section presents management’s 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 Quarterly Report and should be read in conjunction with our audited consolidated financial statements as of and for the fiscal years ended December 31, 2024 and 2023, which are included in the Annual Report, and our unaudited condensed consolidated financial statements as of September 30, 2025 and for the three and nine months ended September 30, 2025 and 2024, which are included in this Quarterly Report, in each case 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 discussion 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 management’s expectations. Factors that could cause such differences are discussed in the sections titled “Cautionary Note Concerning Forward-Looking Statements” and “Risk Factors.” Our MD&A is organized as follows:

Previous wording

Music Halls — Music halls are indoor, intimate music and event venues that can accommodate up to approximately 1,400 guests. This venue category includes ourBourbon 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 quickly 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 premier concert one night and a wedding the following afternoon.

Current wording

Music Halls — Music halls are indoor, intimate music and event venues that can accommodate up to approximately 1,400 guests. This venue category includes ourBourbon 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 premier concert one night and a wedding the following afternoon.

Previous wording

Amphitheaters— Amphitheaters are typically outdoor venues that accommodate between 8,000 and 20,000 concertgoers and primarily operated during the summer through fall seasons (although the Company is planning multi-seasonal configuration models at certain sites). Amphitheaters are designed with special acoustics, premium seat packages, and luxurious suites intended to amplify guests’ music and entertainment experiences. Our first amphitheater venue is the Ford Amphitheater in Colorado Springs, Colorado, which is an open-air venue, which allowed seating for 8,748-persons seating as of June 30, 2025. In addition to lawn and stadium-style seating that allows us to offer tickets at an array of price points, Ford Amphitheater has firepit suites that deliver premium hospitality and a more luxurious, personalized concert experience. Each firepit suite can accommodate up to eight guests. Ford Amphitheater, which opened in August 2024, is designed with 92 lower VIP firepit suites, accommodating a total of 736 VIP guests and 40 upper VIP firepit suites, accommodating a total of 320 VIP guests. Ford Amphitheater primarily host concerts from April through October each year. The amphitheaters in development, or planned for development in Oklahoma and Texas, will also have Luxe FireSuites.

Current wording

Amphitheaters— Amphitheaters are typically outdoor venues that accommodate between 8,000 and 20,000 concertgoers and primarily operated during the summer through fall seasons (although the Company is planning multi-seasonal configuration models at certain sites). Amphitheaters are designed with special acoustics, premium seat packages, and luxurious suites intended to amplify guests’ music and entertainment experiences. Our first amphitheater venue is the Ford Amphitheater in Colorado Springs, Colorado, which is an open-air venue, which allowed seating for 9,060-persons seating as of September 30, 2025. In addition to lawn and stadium-style seating that allows us to offer tickets at an array of price points, Ford Amphitheater has firepit suites that deliver premium hospitality and a more luxurious, personalized concert experience. Each firepit suite can accommodate up to eight guests. Ford Amphitheater, which opened in August 2024, is designed with 92 lower VIP firepit suites, accommodating a total of 736 VIP guests and 40 upper VIP firepit suites, accommodating a total of 320 VIP guests. Ford Amphitheater primarily host concerts from April through October each year. The amphitheaters in development, or planned for development in Oklahoma and Texas, will also have Luxe FireSuites.

Previous wording

Certain entities, which own and develop Venu’s venues, are not wholly owned by Venu. For example, Venu has a 10% ownership interest in The Sunset Amphitheater, LLC (which is the owner and developer of the Ford Amphitheater) but holds a 100% voting interest. Venu anticipates it will own approximately 40% of Sunset Hospitality Collection, LLC (which is a company designed to own the building to lease to Roth Sea & Steak and Notes Hospitality Collection) but hold 100% of the voting interest. In addition, the Company expects to own 30% of Sunset at Broken Arrow LLC (which, respectively, will own and operate the planned amphitheater in Broken Arrow, Oklahoma), holding a 100% voting interest. With respect to its subsidiaries that own and develop amphitheaters, third-party members, in exchange for their capital contributions, receive an interest in the exclusive use of a specific suite at the applicable venue and also in their capacity as equity owners receive financial interests in their pro rata portion of a defined portion of the revenues generated by the venue for each event. Similarly, third-party members in Sunset Hospitality Collection, LLC, receive, in exchange for their capital contribution, distributions from revenues resulting from lease payments received on the property owned by the entity.

Current wording

Certain entities, which own and develop Venu’s venues, are not wholly owned by Venu. For example, as of September 30, 2025, Venu has a 13% ownership interest in The Sunset Amphitheater, LLC (which is the owner and developer of the Ford Amphitheater) but holds a 100% voting interest. Venu owns 52% of Sunset Hospitality Collection, LLC (which is a company designed to own the building to lease to Roth Sea & Steak and Notes Hospitality Collection) but holds a 100% voting interest. In addition, Venu owns 55% of Sunset at Broken Arrow LLC (which, respectively, will own and operate the planned amphitheater in Broken Arrow, Oklahoma) but holds a 100% voting interest. With respect to its subsidiaries that own and develop amphitheaters, third-party members, in exchange for their capital contributions, receive an interest in the exclusive use of a specific suite at the applicable venue and in certain cases (also in their capacity as equity owners) receive financial interests in their pro rata portion of a defined portion of the revenues generated by the venue for each event. Similarly, third-party members in Sunset Hospitality Collection, LLC, receive, in exchange for their capital contribution, distributions from revenues resulting from lease payments received on the property owned by the entity.

Previous wording

Fine Dining, Hospitality, and Entertainment Campuses— In the fall 2025, Venu expects to open Roth’s Sea & Steak, a fine-dining restaurant in a mixed-use development adjacent to Ford Amphitheater. Framing either side of Roth’s will be two, configurable hospitality spaces intended to be used for hosting corporate events, weddings, trade shows, conventions, and other events. Above Roth’s and in between the Notes Hospitality Collection spaces will be a “top-shelf” bar and lounge called Brohan’s, which will offer unobstructed views of the surrounding area Venu intends to monetize during marquee shows at Ford Amphitheater.

Current wording

Fine Dining, Hospitality, and Entertainment Campuses— In November 2025, Venu opened Roth’s Sea & Steak, a fine-dining restaurant in a mixed-use development adjacent to Ford Amphitheater. Framing either side of Roth’s are two, configurable hospitality spaces intended for hosting corporate events, weddings, trade shows, conventions, and other events. Above Roth’s and in between the Notes Hospitality Collection spaces is a “top-shelf” bar and lounge called Brohan’s, which offers unobstructed views of the surrounding area that Venu intends to monetize during marquee shows at Ford Amphitheater.

Previous wording

** Venu is under contract to purchase and refurbish a music hall in the Denver metropolitan area. *** Venu is actively assessing locations and municipal partnerships. **** Venu is currently in active negotiations with a municipality and anticipates a site contracted in the fall of 2025.

Current wording

**** Venu is currently in active negotiations with a municipality and anticipates a site contracted in the fall of 2025.

Previous wording

*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. Between BBP CO in Colorado Springs, Colorado, and BBP GA in Gainesville, Georgia, we promote and hold hundreds of live music and other events each year. Our Event Operations business generated $1,350,418, or 30%, and $2,627,078 or 33% of our total revenue during the three and six months ended June 30, 2025. For the three and six months ended June 30, 2024, the Event Operations generated $1,351,146, or 32%, and $2,710,787, or 33% of our total revenue.

Current wording

*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. Between BBP CO in Colorado Springs, Colorado, and BBP GA in Gainesville, Georgia, we promote and hold hundreds of live music and other events each year. Our Event Operations business generated $1,116,580, or 21%, and $3,743,658, or 28%, of our total revenue during the three and nine months ended September 30, 2025, respectively. For the three and nine months ended September 30, 2024, the Event Operations generated $1,104,991, or 21%, and $3,755,113, or 28%, respectively, of our total revenue.

Previous wording

*Restaurant Operations.*Revenues generated through restaurant operations included F&B sales at our BBST restaurants and 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 $2,545,178, or 57%, and $4,590,094 or 57% of our total revenue for the three and six months ended June 30, 2025. For the three and six months ended June 30, 2024, the Restaurant Operations generated $2,824,092 or 68% and $5,404,194 or 67%, for the three and six months ended June 30, 2024.

Current wording

*Restaurant Operations.*Revenues generated through restaurant operations included F&B sales at our BBST restaurants and 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 $2,269,005, or 42%, and $6,859,098, or 51%, of our total revenue for the three and nine months ended September 30, 2025, respectively. For the three and nine months ended September 30, 2024, the Restaurant Operations generated $2,740,411, or 50% and $8,144,605, or 60%, respectively, of our total revenue. Notes Eatery ended its F&B sales as of July 2025 and the Company does not anticipate opening a similar location in the future.

Previous wording

*Amphitheater Operations.*The Amphitheater Operations began generating revenue in the third quarter of 2024 with the opening of Ford Amphitheater. Through a subsidiary, the Company entered into an agreement with Anschutz Entertainment Group (“AEG”), AEG Presents-Rocky Mountains, LLC, a major music and entertainment events presenter, to operate Ford Amphitheater in Colorado Springs, Colorado. Within the Amphitheater Operations, the Company pre-sold naming rights to our amphitheater by partnering with industry-leading brands under naming-rights agreements. At the Ford Amphitheater, the Company’s 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 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. For future amphitheater locations the Company anticipates entering into contractual arrangements with third-party operators having terms similar to those with AEG. The Amphitheater Operations generated net revenues of $591,712 or 13%, and $769,294 or 10% of total revenue during the three and six months ending June 30, 2025, which included naming rights, net of AEG profit. There was no revenue during the three and six months ended June 30, 2024 as Ford Amphitheater was not yet open during that period.

Current wording

*Amphitheater Operations.*The Amphitheater Operations began generating revenue in the third quarter of 2024 with the opening of Ford Amphitheater. Through a subsidiary, the Company entered into an agreement with Anschutz Entertainment Group (“AEG”), AEG Presents-Rocky Mountains, LLC, a major music and entertainment events presenter, to operate Ford Amphitheater in Colorado Springs, Colorado. Within the Amphitheater Operations, the Company pre-sold naming rights to our amphitheater by partnering with industry-leading brands under naming-rights agreements. At the Ford Amphitheater, the Company’s 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 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. For future amphitheater locations the Company anticipates entering into contractual arrangements with third-party operators having terms similar to those with AEG. The Amphitheater Operations generated net revenues of $1,999,169, or 37%, and $2,768,463, or 21%, of total revenue during the three and nine months ending September 30, 2025, respectively, which included naming rights, net of AEG profit. For the three and nine months ended September 30, 2024, the Amphitheater Operations generated $1,606,573, or 30%, and $1,606,573, or 12%, respectively, of our total revenue.

Previous wording

We anticipate raising additional cash through the sales of our debt and equity securities together with private sales of membership interests in certain of our subsidiary entities (including interests in our Luxe FireSuites) at our amphitheater locations, selling lease rights to certain suites at certain amphitheater projects, collaborative arrangements such as owner’s 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.

Current wording

We anticipate raising additional cash through the sales of our debt and equity securities together with private sales of membership interests in certain of our subsidiary entities at our amphitheater locations, selling lease rights to certain suites at certain amphitheater projects, collaborative arrangements such as owner’s 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 the financing options 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.

Previous wording

Overview of the 2025 Three and Six-Month Interim Period Financial Comparison

Current wording

Overview of the 2025 Three and Nine-Month Interim Period Financial Comparison

Previous wording

To facilitate review of our discussion and analysis, the following table sets forth our financial results for the periods indicated. All information is derived from the unaudited condensed consolidated statements of operations for the six months ended June 30, 2025 and June 30, 2024, respectively.

Current wording

To facilitate review of our discussion and analysis, the following table sets forth our financial results for the periods indicated. All information is derived from the unaudited condensed consolidated statements of operations for the nine months ended September 30, 2025 and September 30, 2024, respectively.

Previous wording

*General and Administrative and Equity Compensation Expenses.*The Company’s general and administrative expenses increased $8,138,473 during the three months ended June 30, 2025, offset by equity compensation expenses decreasing $2,804,610 as compared to the same period in the prior year for the three months ended June 30, 2024, for a net increase of these expenses totaling $5,333,863. The Company’s general and administrative expenses increased $6,629,295 during the six months ended June 30, 2025. The Company’s increases in these areas of expenses were the result of the Company’s expansion into additional municipalities and for business development for the sale of the Luxe FireSuites and NNNs offerings, which also included expenses such as 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 areas to continue to increase period over period as the Company expands its teams into new markets, continue construction of its entertainment campuses and anticipated growth of its balance sheet over the next several years. The Company’s equity compensation expenses increased by $2,969,556 during the six months ended June 30, 2025 due to various equity awards granted during the period to employees, consultants and service providers as the Company, among other things, granted 2.5 million options in January 2025 in connection with the closing of its McKinney TX property.

Current wording

General and Administrative and Equity Compensation Expenses

Previous wording

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. the Company recognized licensing fees from Roth Industries, totaling $35,000 and $35,000 for the three months ended June 30, 2025 and 2024 and $70,000 and $70,000 during the six months ended June 30, 2025 and 2024, respectively, for Roth’s licensing use of the Bourbon Brothers brand in grocery products since the Company holds the exclusive license to use the brand. The Company had $172,500 and $107,500 in receivables from Roth as of June 30, 2025 and December 31, 2024, respectively. The amounts received were recorded in other income in the condensed consolidated statements of operations and the amounts receivable included in other receivables as prepaid expenses and other current assets in the condensed consolidated balance sheet.

Current wording

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. the Company recognized licensing fees from Roth Industries, totaling $32,500 and $32,500 for the three months ended September 30, 2025 and 2024 and $97,500 and $97,500 for the nine months ended September 30, 2025 and 2024, respectively, for Roth’s licensing use of the Bourbon Brothers brand in grocery products since the Company holds the exclusive license to use the brand. The Company had $192,500 and $107,500 in receivables from Roth as of September 30, 2025 and December 31, 2024, respectively. The amounts received were recorded in other income in the condensed consolidated statements of operations and the amounts receivable included in other receivables as prepaid expenses and other current assets in the condensed consolidated balance sheets.

Previous wording

We continue to monitor the impacts of high interest rates and 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.

Current wording

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.

Previous wording

The Company have 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, growing into additional markets, while closing on its initial public offering that closed on November 29, 2024. While its primary focus is building venues in these additional markets which drives its balance sheet, its secondary focus is the development agreements in new markets. While we undergo the construction of these venues in 2025 and 2026 in Colorado, Oklahoma and Texas, we do not anticipate operational profits until we open and operate this new collection of venues.

Current wording

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.

Previous wording

When comparing our year-after-year interim financials, we had an accumulated deficit of $76,842,171 and $47,361,208 as of June 30, 2025 and December 31, 2024, respectively, with cash flows used in operations of $11,484,247 for the six months ended June 30, 2025 and provided by $6,117,758 for the six months ended June 30, 2024, respectively. Additionally, we experienced an increase in net loss from $21,085,184 to $31,736,344 for the six-month period ended June 30, 2025 compared to the same period in 2024. The Company believes the majority of net loss in the 2025 period was largely due to our efforts to non-recurring expense due to continuing to develop our business plan, growing our staff, raising capital, planning venues in new markets, such as Oklahoma and Texas, along with equity-based compensation that was issued for non-cash financing.

Current wording

The Company believes the majority of net loss in the 2025 period was largely due to our efforts to non-recurring expense due to continuing to develop our business plan, growing our staff, raising capital, planning venues in new markets, such as Oklahoma and Texas, along with equity-based compensation that was issued for non-cash financing purposes.

Previous wording

In addition, the Company grew its property and equipment, net, to $199,201,653 as of June 30, 2025 compared to $137,215,936 as of December 31, 2024, which represents an increase of 45%, over the six-month period.

Current wording

In addition, the Company grew its property and equipment, net, to $250,191,115 as of September 30, 2025 compared to $137,215,936 as of December 31, 2024, which represents an increase of 82% over the nine-month period.

Previous wording

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 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. 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 June 30, 2025 and December 31, 2024 was $2,658,215 and $0. This mortgage is collateralized by the SHC land and buildings. This mortgage is personally guaranteed by JW Roth, the Company’s Chairman and CEO.

Current wording

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. 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 September 30, 2025 and December 31, 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, the Company’s Chairman and CEO.

Previous wording

During the six months ended June 30, 2025 the Company issued a series of convertible promissory notes having the same terms:

Current wording

During the nine months ended September 30, 2025 the Company issued a series of convertible promissory notes having the same terms:

Previous wording

The following information reflects cash flows for continuing operations for the three-month periods presented:

Current wording

The following information reflects cash flows for continuing operations for the nine-month periods presented:

Previous wording

Net cash used in operating activities was $11,484,247 and net cash provided by operating activities was $6,117,758 during the six months ended June 30, 2025 and 2024, respectively. The decrease of $17,602, 005 in cash used during the six month of 2025 compared to the six months of 2024 was primarily attributable to the increases in net loss, decreases in accounts payable, offset by the increases in accrued expenses.

Current wording

Net cash used in operating activities was $5,186,884 and net cash provided by operating activities was $13,336,007 during the nine months ended September 30, 2025 and 2024, respectively. The year over year decrease of $18,522,891 in cash provided was primarily attributable to increases in net loss and decreases in equity issued for services, noncash financing expense and licensing liability, which was offset by increases in equity based compensation.

Previous wording

Net cash used in investing activities was $39,216,643 and $31,185,229 during the six months ended June 30, 2025 and 2024, respectively. The increase of $8,031,414 in cash used during the six months of 2025 compared to the six months of 2024 was primarily attributable to the increase in the purchase of property and equipment and the investment in EIGHT Brewing over the six-month period.

Current wording

Net cash used in investing activities was $75,805,333 and $61,541,682 during the nine months ended September 30, 2025 and 2024, respectively. The year over year increase of $14,263,651 in cash used was primarily attributable to an increase in the purchase of property and equipment and the investment in EIGHT Brewing.

Previous wording

Net cash provided by financing activities was $50,163,414 and $47,622,260 during the six months ended June 30, 2025 and 2024, respectively. The increase of $2,541,154 in cash provided during the six months of 2025 compared to the six months of 2024 was primarily attributable to increases in proceeds from the sale of non-controlling interest equity and receipts of the convertible promissory notes.

Current wording

Net cash provided by financing activities was $101,204,579 and $63,801,428 during the nine months ended September 30, 2025 and 2024, respectively. The year over year increase of $37,403,151 in cash provided was primarily attributable to increases in receipts of convertible promissory notes and proceeds from the sale of NNN and firesuites interests, issuance of Contingently Redeemable Convertible Cumulative Series B Preferred Stock and issuance of common stock through a registered offering of shares of common stock that closed in August 2025.

Previous wording

During the six months ended June 30, 2025, the Company granted a total of 4,297,500 warrants and options, with (i) 2,500,000 total options granted to JW Roth and Kevin O’Neil 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 465,000 in total warrants and options for contributed services and (iv) 432,500 to employees and directors.

Current wording

During the nine months ended September 30, 2025, the Company granted a total of 4,711,750 warrants and options, with (i) 2,500,000 total options granted to JW Roth and Kevin O’Neil 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 options for contributed services and (iv) 703,000 to employees and directors.

Previous wording

As of June 30, 2025, there was a total of 7,601,352 warrants (and stock options) exercisable with an aggregate intrinsic value of $25,667,460. For the total warrants and stock options outstanding of 9,587,406 as of June 30, 2025, the aggregate intrinsic value was $32,218,705. As of June 30, 2025, there was $7,063,617 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 condensed consolidated statements of operations for the three and six months ended June 30, 2025 was $1,883,762 and $13,053,055. Equity-based compensation for the three and six months ended June 30, 2024, respectively was $4,688,372 and $10,254,826. The cost is expected to be recognized over a weighted-average period of 4.63 years.

Current wording

As of September 30, 2025, there was a total of 7,605,102 warrants (and stock options) exercisable with an aggregate intrinsic value of $32,298,194. For the total warrants and stock options outstanding of 9,863,323 as of September 30, 2025, the aggregate intrinsic value was $39,736,466. As of September 30, 2025, there was $8,743,231 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 condensed consolidated statements of operations for the three and nine months ended September 30, 2025, respectively, was $475,978 and $13,500,360. Equity-based compensation for the three and nine months ended September 30, 2024, respectively, was $671,819 and $10,927,326. The cost is expected to be recognized over a weighted-average period of 4.51 years.

Previous wording

The following table provides asummary of the Company’s non-controlling interests for the three-month periods ended June 30, 2025 and June 30, 2024:

Current wording

The following table provides asummary of the Company’s non-controlling interests for the periods ended September 30, 2025 and September 30, 2024:

Previous wording

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 Company’s authorized capital does not include Class A Voting Common Stock. As of June 30, 2025, the Company has 379,990 shares of Class B Non-Voting Common Stock and 40,080,292 shares of Common Stock issued and outstanding.

Current wording

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 Company’s authorized capital does not include Class A Voting Common Stock. As of September 30, 2025, the Company has 379,990 shares of Class B Non-Voting Common Stock and 43,248,732 shares of Common Stock issued and outstanding.