Venu Holding Corp
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
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FY2025 · Filed Mar 31, 2026
VENU$1.19+0.8%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a)(1)Financial Statements
The accompanying index to financial statements on page F-1 of this Annual Report is provided in response to this Item.
(a)(2) Financial Statement Schedules
Financial statement schedules are either not required, or the required information is included in the consolidated financial statements or notes thereto included in the Index beginning on page F-1 of this Annual Report.
(a)(3)Exhibits
The exhibits to this Annual Report are set forth below. The exhibit index indicates each management contract or compensatory plan or arrangement required to be filed as an exhibit.
EXHIBIT INDEX
| Exhibit Number | Description |
| 3.1 | Amended and Restated Articles of Incorporation dated September 6, 2024 (incorporated herein by reference to Exhibit 3.1 to the Company’s Form S-1/A filed on September 19, 2024) |
| 3.1 | Certificate of Designation, Preferences, and Rights of Series B 4% Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K filed on June 17, 2025) |
| 3.3 | Amendment to Certificate of Designation, Preferences, and Rights of Series B 4% Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K filed on January 9, 2026) |
| 3.4 | Bylaws of Notes Live, Inc. dated April 5, 2022 (incorporated herein by reference to Exhibit 3.8 to the Company’s Form S-1 filed on August 6, 2024) |
| 4.1 | Specimen Certificate representing shares of Common Stock (incorporated herein by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024) |
| 4.2 | Representative’s Warrant issued to ThinkEquity, LLC (incorporated by reference to Exhibit 4.1 to the Company’s Form S-1 filed on November 12, 2024 (File No. 333-281271). |
| 4.3 | Form of Representative’s Warrant issued to ThinkEquity LLC (incorporated herein by reference to Exhibit A to Exhibit 1.1 to the Company’s Form S-1 filed August 22, 2025) |
| 4.4 | Notes Live, Inc. Form of Compensatory Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Form S-1 filed on November 12, 2024) |
| 4.5 | Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 11, 2026) |
| 4.6 | Form of Pre-Funded Common Share Purchase Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on March 11, 2026) |
| 4.7 | Form of Representative’s Warrant issued to ThinkEquity LLC, dated March 10, 2026 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on March 11, 2026) |
| 10.1 | Venu Holding Corporation Amended and Restated 2023 Omnibus Incentive Compensation Plan, as amended (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 30, 2025) |
| 10.2 | Form of Incentive Stock Option Award Agreement under 2023 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.57 to the Company’s Form 10-K for the year ended December 31, 2024) |
| 10.3 | Form of Non-qualified Stock Option Award Agreement under 2023 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.58 to the Company’s Form 10-K for the year ended December 31, 2024) |
| 10.4# | Employment Agreement between Notes Live, Inc. and J.W. Roth, dated June 6, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Form S-1 filed on November 12, 2024) |
| 10.5 | Form of Stock Leak-Out Agreement between Notes Live, Inc. and certain holders of the Common Stock of Notes Live, Inc. named therein (incorporated by reference to Exhibit 10.4 to the Company’s Form S-1 filed on November 12, 2024) |
| 10.6# | Chapter 380, Grant, and Development Agreement between City of McKinney, Texas, McKinney Economic Development Corporation, McKinney Community Development Corporation, and Notes Live, Inc., dated April 16, 2024 (incorporated by reference to Exhibit 10.5 to the Company’s Form S-1 filed on November 12, 2024) |
| 10.7 | TAD Development Agreement between GA HIA, LLC and the City of Gainesville, Georgia, dated September 12, 2022 (incorporated by reference to Exhibit 10.6 to the Company’s Form S-1 filed on November 12, 2024) |
| 10.8 | Economic Development Agreement between Sunset at Broken Arrow, LLC, Broken Arrow Economic Development Authority, and City of Broken Arrow, Oklahoma, dated October 3, 2023 (incorporated by reference to Exhibit 10.7 to the Company’s Form S-1 filed on November 12, 2024) |
| 10.9 | Purchase and Sales Agreement between Sunset at Broken Arrow, LLC and City of Broken Arrow, Oklahoma, dated March 6, 2024 (incorporated by reference to Exhibit 10.12 to the Company’s Form S-1 filed on November 12, 2024) |
| 10.10† | Exclusive Operating Agreement between AEG Presents – Rocky Mountains, LLC and Notes Live, Inc., dated June 14, 2023 (incorporated by reference to Exhibit 10.13 to the Company’s Form S-1 filed on November 12, 2024) |
| 10.11 | Guarantees Fee Agreement between Notes Live, Inc. and J. W. Roth, dated February 2024 (incorporated by reference to Exhibit 10.17 to the Company’s Form S-1 filed on November 12, 2024) |
| 10.12 | Lease Agreement between Bourbon Brothers, LLC and Bourbon Brothers Smokehouse and Tavern Colorado Springs, LLC d/b/a Southern Hospitality Southern Kitchen, LLC, dated May 29, 2013 (incorporated by reference to Exhibit 10.18 to the Company’s Form S-1 filed on November 12, 2024) |
| 10.13 | First Amendment to Lease Agreement between Bourbon Brothers, LLC, Bourbon Brothers Southern Kitchen Colorado Springs, LLC, and Bourbon Brothers Holding Corporation, dated June 1, 2014 (incorporated by reference to Exhibit 10.19 to the Company’s Form S-1 filed on November 12, 2024) |
| 10.14 | Assignment and Transfer of Lease Agreement between Bourbon Brothers, LLC d/b/a Hospitality Income & Asset, LLC, Bourbon Brothers Smokehouse and Tavern CS, LLC, Art Dimensions, Inc. d/b/a Southern Concepts Restaurant Group, Inc., and Bourbon Brothers Smokehouse and Tavern Colorado Springs, LLC d/b/a Southern Hospitality Southern Kitchen, LLC, dated March 27, 2017 (incorporated by reference to Exhibit 10.20 to the Company’s Form S-1 filed on November 12, 2024) |
| 10.15 | Lease Agreement between Hospitality Income & Asset, LLC and Bourbon Brothers Presents, LLC, dated October 23, 2018 (incorporated by reference to Exhibit 10.21 to the Company’s Form S-1 filed on November 12, 2024) |
| 10.16 | First Amendment to Lease Agreement between Hospitality Income & Asset, LLC and Bourbon Brothers Presents, LLC, dated April 1, 2022 (incorporated by reference to Exhibit 10.22 to the Company’s Form S-1 filed on November 12, 2024) |
| 10.17 | Lease Agreement between GA HIA, LLC and Bourbon Brothers Smokehouse and Tavern GA, LLC, dated April 1, 2022 (incorporated by reference to Exhibit 10.23 to the Company’s Form S-1 filed on November 12, 2024) |
| 10.18 | Loan Authorization and Agreement between Bourbon Brothers Entertainment LLC and U.S. Small Business Administration, dated May 4, 2020 (incorporated by reference to Exhibit 10.24 to the Company’s Form S-1 filed on November 12, 2024) |
| 10.19 | Commercial Promissory Note delivered by GA HIA, LLC in favor of Pinnacle Bank, dated May 26, 2022 (incorporated by reference to Exhibit 10.25 to the Company’s Form S-1 filed on November 12, 2024) |
| 10.20 | Unlimited Continuing Guaranty by Jay William Roth as guarantor of the obligations of GA HIA, LLC in favor of Pinnacle Bank, dated May 26, 2022 (incorporated by reference to Exhibit 10.26 to the Company’s Form S-1 filed on November 12, 2024) |
| 10.21 | Change in Terms Agreement between GA HIA, LLC and Pinnacle Bank, dated December 28, 2022 (incorporated by reference to Exhibit 10.27 to the Company’s Form S-1 filed on November 12, 2024) |
| 10.22 | Commercial Construction to Permanent Loan Agreement between GA HIA, LLC and Pinnacle Bank, dated December 28, 2022 (incorporated by reference to Exhibit 10.28 to the Company’s Form S-1 filed on November 12, 2024) |
| 10.23 | Purchase and Sale Agreement between GA HIA, LLC and the Gainesville Redevelopment Authority, dated June 22, 2021 (incorporated by reference to Exhibit 10.31 to the Company’s Form S-1 filed on November 12, 2024) |
| 10.24 | Change in Terms Agreement between Hospitality Income & Asset, LLC and Integrity Bank & Trust, dated July 1, 2021 (incorporated by reference to Exhibit 10.33 to the Company’s Form S-1 filed on November 12, 2024) |
| 10.25 | Unsecured Promissory Note delivered by Notes Live, Inc. in favor of The Sunset Amphitheater LLC, dated March 15, 2023 (incorporated by reference to Exhibit 10.34 to the Company’s Form S-1 filed on November 12, 2024) |
| 10.26 | Operations Sublease Agreement between Notes Live Foundation and Sunset Operations, LLC, dated August 21, 2024 (incorporated by reference to Exhibit 10.35 to the Company’s Form S-1 filed on November 12, 2024) |
| 10.27 | Assignment and Assumption of Leases between GA HIA, LLC and Matthew R. Craddock, as Trustee under the Matthew R. Craddock Irrevocable Trust Dated November 5, 2020 (incorporated by reference to Exhibit 10.36 to the Company’s Form S-1 filed on November 12, 2024) |
| 10.28 | Commercial Construction to Permanent Loan Agreement between GA HIA, LLC and Pinnacle Bank, as guaranteed by Jay William Roth, dated May 26, 2022 (incorporated by reference to Exhibit 10.37 to the Company’s Form S-1 filed on November 12, 2024) |
| 10.29 | Limited Continuing Guaranty by Matthew R. Craddock Irrevocable Trust in favor of Pinnacle Bank, dated December 28, 2022 (incorporated by reference to Exhibit 10.38 to the Company’s Form S-1 filed on November 12, 2024) |
| 10.30 | Limited Continuing Guaranty by Old Mill, LLC in favor of Pinnacle Bank, dated December 28, 2022 (incorporated by reference to Exhibit 10.39 to the Company’s Form S-1 filed on November 12, 2024) |
| 10.31 | Licensing Agreement between Notes Live, Inc. and Roth Premium Foods, LLC, dated May 18, 2022 (incorporated by reference to Exhibit 10.40 to the Company’s Form S-1 filed on November 12, 2024) |
| 10.32 | Ticketing Services Agreement between Notes Live, Inc. and AXS Group LLC, dated May 1, 2023 (incorporated by reference to Exhibit 10.42 to the Company’s Form S-1 filed on November 12, 2024) |
| 10.33 | First Amendment to Ticketing Services Agreement between Notes Live, Inc. and AXS Group LLC, dated March 29, 2024 (incorporated by reference to Exhibit 10.43 to the Company’s Form S-1 filed on November 12, 2024) |
| 10.34 | Purchase and Sale Agreement between Notes Live, Inc. and the City of El Paso, Texas, dated June 24, 2024 (incorporated by reference to Exhibit 10.45 to the Company’s Form S-1 filed on November 12, 2024) |
| 10.35 | Chapter 380 Economic Development Program Agreement between Notes Live, Inc. and the City of El Paso, Texas, dated July 2, 2024 (incorporated by reference to Exhibit 10.46 to the Company’s Form S-1 filed on November 12, 2024) |
| 10.36 | First Amendment to Chapter 380 Economic Development Program Agreement between Venu Holding Corporation and the City of El Paso, Texas, dated April 15, 2025 (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed on April 24, 2025) |
| 10.37† | Naming and Sponsorship Rights Agreement between Sunset Operations, LLC and Mountain States FDAF, dated May 15, 2024 (incorporated by reference to Exhibit 10.47 to the Company’s Form S-1 filed on November 12, 2024) |
| 10.38 | Ground Lease Agreement between Notes CS 1 MT, LLC and Sunset Amphitheater, LLC, dated August 21, 2024 (incorporated by reference to Exhibit 10.48 to the Company’s Form S-1 filed on November 12, 2024) |
| 10.39 | Operations Lease Agreement between Sunset Amphitheater, LLC and Notes Live Foundation, dated August 21, 2024 (incorporated by reference to Exhibit 10.49 to the Company’s Form S-1 filed on November 12, 2024) |
| 10.40 | First Amendment to Operations Lease Agreement between Sunset Amphitheater, LLC and Notes Live Foundation, dated September 24, 2024 (incorporated by reference to Exhibit 10.50 to the Company’s Form S-1 filed on November 12, 2024) |
| 10.41 | First Amendment to Operations Sublease Agreement between Notes Live Foundation and Sunset Operations, LLC, dated September 24, 2024 (incorporated by reference to Exhibit 10.51 to the Company’s Form S-1 filed on November 12, 2024) |
| 10.42 | Guarantee Fee Agreement between Sunset at McKinney LLC, JW Roth, and Kevin O’Neil, dated December 17, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2024) |
| 10.43 | Form of Secured Convertible Promissory Note to the lender named therein, dated February 28, 2025 (incorporated herein by reference to Exhibit 10.56 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025) |
| 10.44 | Credit Agreement between Venu Holding Corporation and The Pueblo Bank and Trust Company d/b/a PB&T Bank, dated May 27, 2025, (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed on June 2, 2025) |
| 10.45 | Draw Down Term Loan Promissory Note given by Venu Holding Corporation in favor of The Pueblo Bank and Trust Company d/b/a PB&T Bank, dated May 27, 2025 (incorporated herein by reference to Exhibit 10.2 to the Company’s Form 8-K filed on June 2, 2025) |
| 10.46 | Security Agreement between Venu Holding Corporation and The Pueblo Bank and Trust Company d/b/a PB&T Bank, dated May 27, 2025 (incorporated herein by reference to Exhibit 10.3 to the Company’s Form 8-K filed on June 2, 2025) |
| 10.47† | Binding Letter of Intent between Venu Holding Corporation and Aramark Sports and Entertainment Services, LLC , dated June 9, 2025 (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed on June 10, 2025) |
| 10.48 | First Amendment to Binding Letter of Intent between Venu Holding Corporation and Aramark Sports and Entertainment Services, LLC, dated January 5, 2026 (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed on January 9, 2026) |
| 10.49† | Tixr Services Agreement between Venu Holding Corporation and Tixr, Inc., effective September 3, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 9, 2025) |
| 10.50 | Real Estate Purchase and Sale Agreement between Notes Live Real Estate, LLC, and Belmont Manor Apartments, LLC, dated November 4, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 10, 2025) |
| 10.51† | Operator Agreement between the Company and Live Nation Worldwide, Inc., dated December 10, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 12, 2025) |
| 10.52+ | Promissory Note delivered by Venu 280, LLC in favor of PNC Bank, National Association |
| 10.53+ | Aircraft Security Agreement, dated September 26, 2025, between Venu 280, LLC and PNC Bank, National Association |
| 14.1+ | Venu Holding Corporation Code of Business Conduct and Ethics |
| 19.1+ | Venu Holding Corporation Insider Trading Policy |
| 21.1+ | List of Subsidiaries of Venu Holding Corporation |
| 23.1+ | Consent of Grassi & Co., CPAs, P.C., independent registered public accounting firm |
| 23.2+ | Consent of Grassi & Co., CPAs, P.C., independent registered public accounting firm |
| 31.1+ | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2+ | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1+ | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2+ | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 97.1 | Compensation Clawback Policy (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024) |
| 101+ | The following materials from Venu Holding Corporation’s Annual Form on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets at December 31, 2025 and 2024; (ii) Consolidated Statements of Operations for the years ended December 31, 2025 and 2024; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2025 and 2024; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024; (v) Consolidated Statement of Changes in Stockholders’ Equity (Deficit) and Noncontrolling Interest for the years ended December 31, 2025 and 2024; and (vi) Notes to Consolidated Financial Statements. |
| 104+ | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| + | Filed electronically herewith. |
| # | Management contract or compensatory plan. |
| † | Certain portions of this exhibit have been omitted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.