Venu Holding Corp
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 31, 2026
VENU$1.30-2.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-31.
0001641172-25-001676
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-31.
0001493152-26-014137
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 130 previous paragraphs and 134 current paragraphs.
65 unchanged; 43 reworded; 24 added; 22 removed; 0 previous and 2 current paragraphs rearranged.
Tables are not compared: 12 previous and 13 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (24)
Current report
Registered Equity Offerings
Current report
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.
Current report
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.
Current report
*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.
Current report
*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.
Current report
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.
Current report
Gain on sale of property
Current report
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.
Current report
Interest Expense, net
Current report
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.
Current report
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 Roth’s 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.
Current report
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 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”). 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 Venu’s 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.
Current report
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 Company’s Chairman and CEO.
Current report
During the year ended December 31, 2025, the Company issued a series of convertible promissory notes having the same terms:
Current report
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.
Current report
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.
Current report
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 Mill’s 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 Company’s 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.
Current report
Net Cash Provided by Operating Activities
Current report
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 the increases in equity based compensation, accounts payable, accrued expenses, and deferred revenue.
Current report
We consider the following accounting policies to be critical because of their complexity and the high degree of judgment involved in maintaining them.
Current report
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. Venu’s Chairman and Chief Executive Officer is a director of Culinova, Inc. and Mitchell Roth, a director of Venu, is Culinova’s 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.
Current report
Warrants and Stock Options
Current report
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.
Current report
On October 28, 2025, the Company’s 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 Company’s Common Stock reserved under the plan from 2,500,000 shares to 7,500,000 shares.
Removed paragraphs (22)
Previous report
Certain entities that 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 60% of Sunset Hospitality Collection, LLC (which is a company designed to own the building to lease to Roth Seafood & Chophouse 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 and Sunset at Mustang Creek LLC (which, respectively, will own and operate the planned amphitheaters in Broken Arrow, Oklahoma and the greater Oklahoma City area) while, in each case, 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.
Previous report
During 2024, we raised $32,059,550 in a private offering of our Common Stock. We have used, and expect to use, the proceeds of that offering primarily to fund marketing, recruitment and development of staff, costs for operating Ford Amphitheater, pre-opening costs for Roth’s Seafood and Chophouse and Notes Hospitality Collection restaurant venues in Colorado Springs, Colorado, and other working capital needs.
Previous report
*Labor Costs.*Our labor costs increased $716,410 during the year ended December 31, 2024, as compared to the prior year, an increase believed by management to be driven by inflationary pressures, along with the additional of our BBST GA and BBP GA restaurant and venue in Gainesville, Georgia for a full year in 2024 as compared to a half year in 2023 beginning in June 2023.
Previous report
*Rent Costs.*Our rent costs increased $546,554 during the year ended December 31, 2024, as compared to the prior year, primarily due to the added costs of operating and paying rent costs for our BBST GA and BBP GA restaurant and venue in Gainesville, Georgia for a full year in 2024 as compared to a half year in 2023 beginning in June 2023.
Previous report
Equity compensation. Our increase in equity compensation was primarily the result of equity-based compensation that was issued to employees and for services and non-cash financing during fiscal year 2024 compared to fiscal year 2023.
Previous report
Interest Expense
Previous report
We had interest expense of approximately $3,906,959 and $331,674 for the years ended December 31, 2024 and 2023, respectively. The increase of $3,575,285 for 2024 compared to 2023 was primarily attributable to the addition of the mortgage on the BBST GA and BBP GA properties, along with the amortization of the debt discount fees on the convertible debt.
Previous report
Loss on Sale of Investments, net
Previous report
During the 2023 fiscal year, we realized a loss on the sale of investments of $75,603, resulting from the sale of our 20% interest in War Hippies, LLC in December 2023.
Previous report
Rising Interest Rates
Previous report
A prevailing trend that has impacted our business since 2022 is rising and steadily high interest rates. Since March 2022, the Federal Reserve increased interest rates a total of eleven times, with the last hike occurring in July 2023 when target interest rates reached a range of 5.25% to 5.50%, with a benchmark rate at about 5.4%, the highest level in more than two decades. In each of September, November and December 2024 the Federal Reserve lowered the benchmark rate by 50 basis points, and then again lowered the benchmark in November, which together, reduced the rate to the range of 4.25% to 4.50%. Although the Federal Reserve has indicated that additional rate reductions could occur in 2025, the timing and extent of those rate cuts are uncertain. Although Venu was fortunate to have access to attractive debt capital and to purchase land to be developed into entertainment campuses on favorable terms by negotiating with various municipalities and forming public-private partnerships, had those lending opportunities not been available, volatility in interest rates would have increased the cost of borrowing and required us to agree to loan terms that were less favorable for borrowers. Furthermore, interest-rate increases may reduce the affordability of our land-development projects due to increased debt-servicing costs. Volatility in interest rates affect the demand for, and price of real estate. A rise in interest rates increases the cost while lowering the availability of debt financing. Increased borrowing costs would drive the costs of our development projects and inflate our project budgets.
Previous report
Another trend that impacted our business throughout 2023 and 2024 that has continued to impact our business during 2024 has been the inflationary macro-economic environment nationwide. With respect to project execution, inflation increased the cost of building materials and labor types, creating upward pressure on the costs of constructing and developing our event venues. Third parties that we contracted with, such as developers and contractors, were impacted by rising inflation rates and the corresponding rise in the costs of goods and services used in their businesses. Their ability to do business with us could be impacted by steadily high rates of interest and inflation, which could impact our profitability.
Previous report
In addition to impacting our project construction and development costs, inflation also lead to higher costs for ingredients, supplies, utilities, and labor, all of which are essential components of operating restaurants and venues. While we were able to offset some of those costs by adjusting menu prices at our restaurants, we had to balance those adjustments with consumer sentiment to ensure that we did not deter customers from dining with us and in turn impact our overall sales volume. Inflation also impacts consumer-spending habits. As the costs of everyday goods and services rise, customers may become more hesitant to spend discretionary funds on restaurant dining.
Previous report
During 2024, we closed a private placement offering in which we sold 3,300,341 shares of Common Stock and received gross proceeds of $32,059,550.
Previous report
Kevin O’Neil, a minority stockholder of Venu and owner of the holder of the Note, KWO, along with Mr. JW Roth, both personally guarantee the Note at a fee equal to 1% of the promissory note balance. The holder of the Note financed the asset purchase and paid the draw to the Ford Amphitheater general contractor directly thus became a personal guarantor to the Note.
Previous report
The Company recognized a debt discount for the personal guarantee fee of $100,000 with $83,333 expensed to interest expense in 2024, with the remaining debt discount to be expensed to interest expense over the life of the Note. As consideration of the personal guarantee fee, the Company granted a three-year warrant to purchase 500,000 shares of Venu common stock at $10 per share for both the holder and Mr. Roth, with the Company recognizing a debt discount of $3,000,140 with $2,500,117 expensed to interest expense in 2024, with the remaining to be expensed over the life of the Note. In accordance with ASC 815-10, Derivatives and Hedging, the warrants were recorded at relative fair value within stockholder’s equity in the Condensed Consolidated Balance Sheet. A loan origination fee of $100,000 is recognized as debt discount with $83,333 expensed to interest expense in 2024, with the remaining to be expensed over the life of the Note. The Company leased KWO a suite at the Ford Amphitheater with a fair market value of $200,000 without additional payment or consideration, and is subject to and consistent with the schedule, rights, terms and conditions applicable to other suites offered to the public. The Company treated this leased suite as a debt discount with $166,667 expensed to interest expense in 2024, with the remining to be expensed over the life of the Note. The convertible debt balance of $10,000,000, net by the cumulative debt discounts of $2,833,450, agrees to the net of $9,433,310 shown as convertible debt on the Condensed Consolidated Balance Sheet. In addition, KWO in a related agreement, purchased 500,000 shares of stock from Mr. Roth at a discount as part of this transaction. Per ASC paragraph 718-10-15-4, the economic interest holder makes a capital contribution to the reporting entity, and the reporting entity makes a share-based payment to its grantee in exchange for goods or services provided to the reporting entity. In the Company’s instance, Mr. Roth paid the holder on behalf of the Company. The Company recognized a $2,500,000 charge in other expense and additional paid in capital related to the exchange for 2024, as Mr. Roth completed this stock transaction on behalf of the Company for KWO completing the Note transaction.
Previous report
We believe that (i) cash on hand, (ii) anticipated improved profitability through the next twelve months and thereafter from operating venues and restaurants in Colorado Springs, Colorado and Gainesville, Georgia, (iii) net profits anticipated to be generated by Ford Amphitheater from its full season of operations in 2025, and (iv) additional debt financing and capital raising efforts either at the parent corporation level or through sales of interests in our subsidiaries that own real estate assets related to our amphitheater projects (i.e., our firepit suite related sales and capital raising efforts) will allow us to continue our business operations. Our ability to continue implementing our business plan to add new locations to our portfolio for the purpose of developing entertainment campuses depends on our future engagement in strategic locations, real-estate transactions, capital raising, and debt financing. There is no guarantee we will be able to execute on our plan above.
Previous report
Net Cash Used in Operating Activities
Previous report
Net cash provided by (used in) operating activities was $3,757,717 and ($4,876,172) during the years ended December 31, 2024 and 2023, respectively. The increase of $8,633,889 in cash used during 2024 compared to 2023 was primarily attributable to the increases in accounts payables, accrued expenses, deferred revenue, and licensing liabilities.
Previous report
We had one investment that we accounted for using the equity method described in ASC 323,Investments — Equity Method and Joint Ventures, prior to disposing of that investment on December 31, 2023. Pursuant to that accounting method, we initially recorded the investment as an asset on the balance sheet at its initial cost and then adjusted the investment each reporting period through the income statement for the income or loss for our proportionate share of the investment.
Previous report
Warrants
Previous report
During the year ended December 31, 2024, we granted a total of 3,158,333 warrants, consisting of 2,158,333 warrants granted to employees and directors and 1,000,000 warrants granted as part of a convertible promissory note. As of December 31, 2024, there was a total of 3,271,694 warrants exercisable with an aggregate intrinsic value of $12,838,379. For the total warrants outstanding of 5,584,293 as of December 31, 2024, the aggregate intrinsic value was $17,892,887.
Reworded paragraphs (43)
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 and 2023, 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. You should carefully read the factors set forth in the “Item 1A (Risk Factors” section of our IPO Final Prospectus, filed with the SEC on November 27, 2024,) of this Annual Report 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 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.
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 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.
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 Annual 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, 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 management’s 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 IPO Final Prospectusthis Annual Report. 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 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 management’s 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:
Previous wording
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, outdoor 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.
Current wording
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.
Previous wording
Our operations to date have enabled us to achieve growth and the following key milestones:
Current wording
Our operations to date have enabled us to achieve growth and various milestones including:
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 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 will primarily be operated during the summer through fall seasons. 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, 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 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 VIP firepit suites, accommodating a total of 736 VIP guests. Ford Amphitheater will primarily host concerts from May through October each year. The amphitheaters planned for development in Oklahoma and Texas will also have firepit suites and be capable to host multi-seasonal events.
Current wording
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.
Previous wording
Fine Dining, Hospitality, and Entertainment Campuses— In summer 2025, Venu expects to open Roth’s Seafood & Chophouse, a fine-dining restaurant in a mixed-use development adjacent to Ford Amphitheater, for exterior concert seating. In fall 2025, Venu expects for the restaurant operations of Roth’s Seafood & Chophouse to commence. 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, once opened in fall 2025, 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 June 2025, Venu opened Roth’s 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 Roth’s Sea & Steak. Framing either side of Roth’s will be two configurable hospitality spaces 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 is a “top-shelf” bar and lounge called Brohan’s, which opened in November 2025 and offers unobstructed views of the surrounding area that Venu intends to monetize during marquee shows at Ford Amphitheater.
Previous wording
The following table summarizes the types of venues we are constructing or plan to develop, describing each by venue type, location, expected opening date, and current status.
Current wording
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.
Previous wording
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 views our operations and manages the business in one segment. The net operating loss for December 31, 2024 and 2023, was $27.4 million and $11.1 million, respectively.
Current wording
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.
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. 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 219 events at BBP CO, 268 events at BBP GA, and 201 events at “Notes Eatery,” Venu’s newest live music and restaurant concept, which originally opened as “Notes” bar before expanding to the full restaurant, Notes Eatery, in May 2024.
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. 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,” Venu’s 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.
Previous wording
Our Event Operations business generated $5,346,120 or 30%, of our total revenue during 2024, and $3,075,141, or 25%, of our total revenue during 2023. The 74% increase of $2,270,976 in revenue generated from 2023 to 2024 was primarily attributable to BBP GA venue being open and fully operational during the full year of 2024 while still being under construction and recognizing partial sales for 2023.
Current wording
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.
Previous wording
*Restaurant Operations.*Revenues generated through restaurant operations included F&B sales at our BBST restaurants and Notes bar (known as Notes Eatery as of May 2024). 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 $10,828,972, or 61%, of our total revenue during 2024. In 2023, our Restaurant Operations business generated $9,522,523, or 76%, of our total revenue. The 14% increase of $1,306,449 in revenue generated from Restaurant Operations from 2023 to 2024 was primarily attributable to increases in both BBST CO and BBST GA, with BBST GA open and fully operational during the full year of 2024 while still being under construction and recognizing partial sales for 2023.
Current wording
*Restaurant Operations.*Revenues generated through restaurant operations included F&B sales at our BBST restaurants, Roth’s 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 Roth’s 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.
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, we have 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 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 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 we expect to open, we anticipate entering into contractual arrangements with third-party operators having terms similar to those in our agreement with AEG. 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.
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, 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.
Previous wording
Since our formation in 2017, we have funded our operations, in part, through proceeds from private sales of our equity securities.
Current wording
Since our formation in 2017, we have funded our operations, in part, through proceeds from private sales of our equity and debt securities.
Previous wording
We anticipate raising additional cash through the private sales of membership interests in certain of our subsidiary entities (including interests in our firepit suites) at our amphitheater locations, 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 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 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.
Previous wording
On November 26, 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. The shares of Common Stock were offered and sold pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-281271), originally filed with the U.S. Securities and Exchange Commission (the “Commission”) on August 6, 2024, and later amended (as amended, the “Registration Statement”). The Registration Statement was declared effective by the Commission on November 12, 2024. The closing of the Offering took place 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.
Current wording
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.
Previous wording
Ford Amphitheater in Colorado Springs opened August 9, 2024. A fine-dining restaurant, Roth’s Seafood and Chophouse, and a rooftop bar, Brohan’s, are expected to open for restaurant and bar operations in fall 2025, and premier event rental space and suites known as Notes Hospitality Collection surrounding that development are expected to open in summer 2025. Roth’s is expected to open for exterior concert seating in summer 2025, which, along with seating from Notes Hospitality Collection, will open an additional 1,200 seats for viewing concerts at Ford Amphitheater. Even though this amphitheater had a shortened 2024 season, it positively impacted Venu’s financial performance in 2024.
Current wording
Ford Amphitheater in Colorado Springs opened August 9, 2024. A fine-dining restaurant, Roth’s Sea & Steak, and a rooftop bar, Brohan’s, 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. Roth’s 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 Venu’s financial performance in 2024.
Previous wording
Total revenues increased $5,236,719 during the year ended December 31, 2024, as compared to the prior year. As components of our single reportable business segment, revenues generated from our “Restaurant including food and beverage” component, our “Event center ticket and fees” component increased $1,306,449 and $2,495,652, respectively, during the year ended December 31, 2024, as compared to the prior year.
Current wording
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.
Previous wording
With respect to the increase in revenue generated during 2024 compared to 2023, the increase was primarily attributable to the opening of Ford Amphitheater in August 2024. The opening of Ford Amphitheater in August 2024, and the holding of 20 events through December 31, 2024, was the primary factor that contributed to the increase in our event center ticket and fee revenue during the 2024 period, as well as the increase in our sponsorship revenue as we recognized revenues through our sponsorship agreement for that venue. BBST CO and BBP CO experienced increased revenues for the year ended December 31, 2024 compared to December 31, 2023, which management primarily attributes to our BBST GA restaurant and BBP GA venue being open and fully operational during the full year of 2024 while still being under construction until June 2023.
Current wording
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.
Previous wording
*Food and Beverage Costs.*Our F&B costs increased $192,774 during the year ended December 31, 2024, as compared to the prior year, which costs increases were primarily driven by our increase in sales volumes, along with increased raw ingredients and food costs due to inflation.
Current wording
*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.
Previous wording
*Event Center Costs.*The costs attributed to our event centers increased $1,481,697 during the year ended December 31, 2024, as compared to the prior year. This was primarily due to the added costs of operating our BBP GA venue in Gainesville, Georgia, as it was open for a full year in 2024 compared to a half year in 2023 after it opened in June 2023.
Current wording
*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.
Previous wording
*General and administrative.*Our general and administrative expenses increased $5,143,635 during the year ended December 31, 2024 as compared to the prior year, representing approximately 38% of our increases in expenses during 2024 compared to 2023, which included additional expenses related to our efforts to expand the Company’s growth to the additional states of Oklahoma and Texas, which included expenses such as travel, business development, and staff recruitment and development along with pre-opening expenses of Ford Amphitheater in 2024. Our general and administrative expenses are also included in operating expenses and consist primarily of expenditures related to compensation, legal, auditing and tax, other professional services, and general operating expenses.
Current wording
*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 Company’s expansion efforts into additional municipalities, pre-opening expenses for SHC, Roth’s Sea and Steak and Brohan’s, 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.
Previous wording
*Depreciation and Amortization Costs.*Our depreciation and amortization costs increased $1,778,993 during the year ended December 31, 2024 as compared to the prior year. Management primarily attributes our increase in depreciation and amortization costs during 2024 compared to 2023 to our BBST GA and BBP GA restaurant and venue being open and operational during the full year in 2024 but not until late in the second quarter of 2023, along with Ford Amphitheater opening late in the third quarter of 2024.
Current wording
*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.
Previous wording
Other expense totaled $2,500,006 and $0 during 2024 and 2023, respectively. The increase in other expense during 2024 compared to 2023 was primarily due to the financing expense the Company recognized on a convertible promissory note issued in January 2024.
Current wording
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).
Previous wording
During the 2024 and 2023 fiscal years, we received other income totaling $130,387 and $132,500, respectively, from Roth Industries, LLC (“Roth Industries”), a related party. Roth Industries paid Venu those amounts 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 $10,000 per month, which did not change from 2023 to 2024. Accordingly, during the 2024 and 2023 fiscal years, Roth Industries paid Venu $12,500 and $132,500 in royalty payments.
Current wording
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.
Previous wording
JW Roth, Venu’s Chairman, CEO, and founder and a principal shareholder of Venu, is also the founder and Chairman of Roth Industries and holds an approximate 20% membership interest in Roth Industries. Mitchell Roth, a director of Venu, is also the CEO and President of Roth Industries and holds an approximate 10% membership interest in Roth Industries. Heather Atkinson, the CFO, Secretary, and a director of Venu, is also the Treasurer and a director of Roth Industries. Additionally, Robert Mudd, Venu’s Senior Vice President of Construction and Market Expansion, and Steve Cominsky, a director of Venu, are also members of Roth Industries. Ms. Atkinson, Mr. Mudd, and Mr. Cominsky each own less than a 1% membership interest in Roth Industries.
Current wording
JW Roth, Venu’s 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.
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
We have devoted substantially all of our efforts to developing our business plan of market expansion, growing our staff, raising capital, opening and operating our restaurants and event venues in Colorado and Georgia, planning venues in new markets, such as Oklahoma and Texas, growing into additional markets, while conducting our initial public offering that closed on November 29, 2024. While our primary focus is building venues in these new markets which drives our balance sheet, our secondary focus is the development agreements in new markets. While we undergo the construction of these venues in 2025 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
We had an accumulated deficit of $47,361,208 and $17,021,453 as of the years ended December 31, 2024 and 2023, respectively, and generated cash flows provided by operations of $3,608,417 and compared to cash flows used in operating activities used of $4,876,172 during the years ended December 31, 2024 and 2023, respectively. The Company believes the majority of net loss in the 2024 period was largely due to our efforts to developing our business plan, growing our staff, raising capital, and opening and operating our restaurants and event venues in Colorado and Georgia, pre-opening expenses related to Ford Amphitheater, and planning venues in new markets, such as Oklahoma and Texas, along with equity based compensation that was issued for services and non-cash financing.
Current wording
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.
Previous wording
In addition, the Company grew its property and equipment, net, to $137,215,936 as of December 31, 2024 compared to $57,737,763 as of December 31, 2023, which represents a year-over-year increase of $79,478,173 or 138%.
Current wording
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%.
Previous wording
On January 17, 2024, the Company entered into a convertible promissory note (the “Note”) with KWO, LLC (“KWO”), that accrues interest at 8.75% per annum, for draws of up to an aggregate of $10,000,000 to occur between March 2024 to May 2024 to be used towards Sunset Colorado construction. The outstanding balance of the Note as of December 31, 2024, was $10,000,000. Interest is to be paid monthly, and the maturity date is one year from the date of the first draw. The first draw occurred on March 1, 2024, in the amount of $3,860,582.40, and the maturity date of the Note’s principal balance is March 1, 2025. The second and third draws occurred on April 10, 2024, in the amount of $3,738,030.37, and on May 10, 2024, in the amount of $2,401,387.23. At any time during the period commencing June 1, 2024, and continuing until the date on which the Note is paid in full, KWO may convert the outstanding Note into Company shares of equivalent value, and the Company shares are deemed to have a fixed value of $10 per share.
Current wording
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 Company’s 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 Company’s real property assets that served as collateral for the loan.
Previous wording
Net cash used in investing activities was $72,409,565 and $31,165,063 during the years ended December 31, 2024 and 2023, respectively. The increase of $41,244,502 in cash used during 2024 compared to 2023 was primarily attributable to the increase in the purchase of property and equipment in 2024.
Current wording
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.
Previous wording
Net cash provided by financing activities was $86,420,198 and $32,771,605 during the years ended December 31, 2024 and 2023, respectively. The increase of $53,648,593 in cash provided during 2024 compared to 2023 was primarily attributable to the issuance of shares of Common Stock and the increase in proceeds from the sale of non-controlling interest equity, along with the proceeds from a municipality promissory note issued by the City of El Paso, Texas.
Current wording
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.
Previous wording
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 December 31, 2024 and 2023, our deferred revenue totaled $1,528,159 and $764,081, respectively.
Current wording
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 December 31, 2025 and 2024, our deferred revenue totaled $1,542,564 and $1,528,159, respectively.
Previous wording
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 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 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.
Current wording
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.
Previous wording
We own 550,000 preferred units, or 2%, of Roth Industries, of which JW Roth, the founder, manager, and chairman, is Venu’s 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.
Current wording
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 Venu’s 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.
Previous wording
As of December 31, 2023, there was a total of 1,669,124 warrants exercisable with an aggregate intrinsic value of $20,169,740. As of December 31, 2023, the outstanding warrants totaling 3,029,830 had an aggregate intrinsic value of $22,434,909.
Current wording
During the year ended December 31, 2025, we granted a total of 4,824,250 warrants and stock options, consisting of (i) an aggregate of 2,500,000 options granted to JW Roth and Kevin O’Neil in exchange for their agreement to serve as personal guarantors of the promissory note issued by the Company at the closing of the Company’s 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.
Previous wording
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 Company’s 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 Condensed Consolidated Statement of Change in Stockholders’ Equity.
Current wording
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 Company’s 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.
Previous wording
Our consolidated financial statements for the years ended December 31, 2024 and 2023 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. Venu believes that cash on hand, anticipated improved profitability in 2025 from operating venues and restaurants in Colorado Springs, Colorado and Gainesville, Georgia, the full season of operations of Ford Amphitheater in 2025, and additional capital raising and debt financing will allow Venu to continue its business operations for at least 12 months from the date of this Annual Report. Nonetheless, Venu’s 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. However, there is no guarantee that we will be able to execute on our business plan.
Current wording
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 Roth’s Sea & Steak and Brohan’s, 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 Company’s 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 Company’s growth plan.
Previous wording
The Company had two membership classes of units while it was a limited liability company: Class A Voting and Class B Non-Voting Units. Upon the Company’s conversion on April 6, 2022 from a Colorado limited liability company to a Colorado C corporation, the Company’s 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.
Current wording
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 Company’s conversion on April 6, 2022 from a limited liability company to a C corporation, the Company’s 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.
Showing the first 40 of 43 pairs. Open the source sections for the rest.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
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.
Current report — wording carried from elsewhere
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.