Venu Holding Corp

NOTE 1 –ORGANIZATION AND DESCRIPTION OF BUSINESS

Organization

Venu Holding Corporation (“Venu” or “the Company” f/k/a Notes Live, Inc.) is a Colorado corporation formed on March 13, 2017. The Company is a hospitality and entertainment business to which it earns revenues from operating restaurants, hosting events, renting event space and operating outdoor amphitheaters. The Company and its subsidiaries operate within the United States of America.

The Company’s registered office is at 1755 Telstar Drive, Suite 501, Colorado Springs, Colorado 80920.

The Company’s subsidiaries and its interests in each are presented below:

Bourbon Brothers Holdings Company, LLC (“BBH”) is a holding Company designed to own and manage each of the Bourbon Brothers-related operating entities.

Bourbon Brothers Smokehouse and Tavern CS, LLC (“BBST”) is the sole owner and operator of its restaurant operations. The restaurant building is leased from Hospitality Income & Asset, LLC (“HIA”), a majority owned subsidiary, whom the Company has a lease with and then purchased a majority of HIA in the year ended December 31, 2022 (refer to Note 7 – Related Party Transactions footnote for further details of this acquisition).

Bourbon Brothers Presents, LLC d/b/a Phil Long Music Hall (“BBP”) specializes in producing music concerts as well as other types of live entertainment, including comedy acts and speaking engagements. Additionally, BBP utilizes the event venue (“event venue”) to host corporate events and weddings, among other utilizations of the facility. BBP is the sole owner and operator of the Phil Long Music Hall event venue facility. The Phil Long Music Hall event venue building is leased from HIA, a related party (refer to Note 5 – Leases footnote for further details). The Company owns 89% of this majority-owned subsidiary and 100% of its voting control and consolidates it into its financials.

Bourbon Brothers Smokehouse and Tavern GA, LLC (“BBSTGA”) is the sole owner and operator of its restaurant operations.

Bourbon Brothers Presents GA, LLC (“BBPGA”) is the Company’s concert and event venue in Gainesville, Georgia, specializing in producing music concerts as well as other types of live entertainment, including comedy acts and speaking engagements. Additionally, this concert and event venue facility is utilized to host corporate events and weddings. BBPGA is the sole owner and operator of the facility operations.

Bourbon Brothers Licensing, LLC (“BBL”) BBL is designed to exclusively serve as the entity which licenses the Bourbon Brothers brand.

Notes Holding Company, LLC (“NH”) is a pass-through entity established to hold the Company’s equity interests in various subsidiaries.

13141 Notes, LLC (“Notes”) is the restaurant operating entity, managing the Notes Eatery (formally known as Buttermilk Eatery, LLC which changed its name on August 8, 2022), located in Colorado Springs, Colorado, which opened in June 2020 and closed on July 18, 2025.

13141 BP, LLC (“13141 BP”) was acquired by the Company on June 26, 2024. The Company purchased 100% of the membership units from 13141 BP’s members. 13141 BP owned the land and buildings from which Notes used under an existing lease arrangement. The Company owned 100% of this subsidiary and 100% of its voting control until 13141 BP’s sale of the land and building to a 3 rd party on July 18, 2025, at which time the Company determined the disposed component does not meet discontinued-operations criteria, its financial impacts are reported within the normal results of continuing operations (and not segregated below income from continuing ops).

Sunset Amphitheater, LLC (“Sunset”) is a hospitality-focused music venue located in Colorado Springs. This venue opened in August 2024 d/b/a Ford Amphitheater. The Company owns 14% of this variable interest entity and 100% of its voting control and consolidates it into its financials.

Hospitality Income & Asset, LLC (“HIA”) was acquired by the Company on April 1, 2022 and owns the land and buildings for which both BBST and BBP currently use from existing lease arrangements. The Company owns 99% of this majority-owned subsidiary and 100% of its voting control and consolidates it into its financials.

GA HIA, LLC (“GAHIA”) owns the land and buildings for which both BBSTGA and BBPGA currently use from existing lease arrangements. GAHIA is the Colorado-based entity that holds the Company’s Georgia based operations. The Company owns 15% of this variable interest entity and 100% of its voting control and consolidates it into its financials.

Notes Live Real Estate, LLC (“NotesRE”) holds title to certain Company real estate assets.

Roth’s Sea & Steak LLC (f/k/a (Roth’s Seafood and Chophouse, LLC) (“Roth Sea”) is a restaurant adjacent to Ford Amphitheater which opened to the public on November 8, 2025.

Sunset Operations, LLC (“Sunset Ops”) is the operating entity that manages the operations of Ford Amphitheater which opened August 9, 2024.

Sunset Hospitality Collection, LLC (“SHC”) is the entity that owns the venue that includes Roth’s Sea and NHC which opened to the public in early November 2025. The Company owns 54% of this majority-owned subsidiary and 100% of its voting control and consolidates it into its financials.

Notes Hospitality Collection, LLC (“NHC”) is the operating entity that manages the venue rentals and 1,200 additional seating which can be utilized to view the concerts and shows at Ford Amphitheater and opened to the public in early November 2025.

Sunset at Broken Arrow, LLC (“Sunset BA”) is a hospitality-focused music venue located in Broken Arrow, OK and officially broke ground in October 2025. The Company owns 54% of this majority-owned subsidiary and 100% of its voting control and consolidates it into its financials.

Sunset at Mustang Creek, LLC (“Sunset MC”) was planned to be a hospitality-focused music venue located in Mustang Creek, OK. The Company does not plan to move forward with operations in this municipality.

Sunset at McKinney, LLC (“Sunset MC”) is a hospitality-focused music venue located in McKinney, TX and officially broke ground in June 2025. The Company owns 68% of this majority-owned subsidiary and 100% of its voting control and consolidates it into its financials.

Sunset at El Paso, LLC (“Sunset EP”) is a hospitality-focused music venue located in El Paso, TX and officially broke ground in November 2025. The Company owns 98% of this majority-owned subsidiary and 100% of its voting control and consolidates it into its financials.

Sunset Operations at El Paso, LLC (“EPOps”) is the operating entity that manages the Sunset Amphitheater in El Paso, TX operations and is slated to open when construction is completed which is anticipated in Fall 2027.

Polaris Pointe Parking, LLC (“PPP”) owned the land for parking at Sunset Ops. On October 27, 2025, this property was conveyed to a related-party as part of a purchase and sale agreement (refer to Note 10– Equity footnote for further details).

Venu VIP Rides, LLC (“Rides”) is an entity that provides transportation services to Venu’s employees and shareholders. The Company owns 50% of the subsidiary and 100% of its voting control and consolidates it into its financials.

Notes CS I, DST (“DST”) is an entity that owns the land that Sunset Amphitheater, LLC has its improvements on for the Ford Amphitheater. On August 22, 2024 Notes RE conveyed the 9.41 acres of real property upon which the Ford Amphitheater is located to Notes CS I Holdings, LLC, a wholly owned subsidiary of Venu (“Holdings LLC”), and Holdings LLC conveyed that property to Notes CS I, DST, a Delaware Statutory Trust (the “Trust”) in exchange for a 100% of the beneficial interests in the Trust. The signatory trustee for the Trust is Notes CS I ST, LLC, a wholly owned subsidiary of Venu. Beneficial owners have no voting rights with respect to the affairs of the Trust and do not have legal title to any portion of the property held by the Trust. Instead, the signatory trustee has the sole power and authority to manage the activities and affairs of the Trust, including the power and authority to sell the property and the Trust holds legal title to the property. Under the documents governing the Trust, beneficial interest holders are entitled to distributions on a pro rata basis of the base rent payments made to the Trust from the ground tenant. Holdings, LLC has sold beneficial interests to third parties but in no event is it expected that Holdings LLC would cease to hold a beneficial interest in the Trust.

Venu LuxeSuite Holdings, LLC (“Luxe”) is an entity that provides real estate investment opportunities for NNN investors into the Company’s Luxe FireSuites under a triple net lease structure. The Company owns 100% of this subsidiary and 100% of its voting control and consolidates it into its financials.

Venu 280, LLC d/b/a Artist 280 (“Artist 280”) is an entity created, in part, toprovide private air and travel services to artists who perform at certain Company venues. The Company owns 100% of this majority-owned subsidiary and 100% of its voting control and consolidates it into its financials.

Venue Presents, LLC (“Venu Presents”) is the operator that manages the Sunset Amphitheater in McKinney, TX operations and premises.

Sunset at Houston in Webster, LLC (“Sunset Houston”) is a hospitality-focused music venue located in Houston, TX and is slated to open when construction is completed which is anticipated in 2027. The Company owns 98% of this majority-owned subsidiary and 100% of its voting control and consolidates it into its financials.

Hall at Centennial, LLC (“Hall at Centennial”) owns the land and buildings for which both BBSTCentennial and BBPCentennial will use from existing lease arrangements. Hall at Centennial is the Colorado-based entity that holds the Company’s Centennial, CO-based operations. The Company owns 93% of this variable interest entity and 100% of its voting control and consolidates it into its financials.

NOTE 2 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Use of Estimates

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).

**Risks and Uncertainties **

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgements that affect the application of accounting policies and the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations regarding future events that are believed to be reasonable under the circumstances. Actual results may differ significantly from these estimates.

Significant estimates made by management include, but are not limited to: economic lives of leased assets; impairment assessment of long-lived assets; depreciable lives of property, plant and equipment; useful lives of intangible assets; accruals for contingencies including tax contingencies; valuation allowances for deferred income tax assets; estimates of fair value of identifiable assets and liabilities acquired in business combinations; initial measurement (and any subsequent remeasurement) of operating right-of-use assets and lease liabilities, including the discount rate used in the present value calculation of future payments, and estimates of fair value used in the private stock valuations used for equity based compensation of warrants and stock options.

Liquidity and Capital Resources

The Company has devoted substantially all of its efforts to developing its business plan, raising capital, opening, planning and operating its restaurants and event venues in Colorado, Georgia, Oklahoma and Texas. The accompanying consolidated financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business.

The accompanying consolidated financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. As of the issuance of these financials, management has concluded that substantial doubt about the Company’s ability to continue as a going concern for the next twelve months has been alleviated.

The Company had an accumulated deficit of $91,454,930 and $47,361,208 as of December 31, 2025 and 2024, respectively, and incurred net losses of $50,781,223 and $32,948,974 for the years ended December 31, 2025 and 2024, respectively. These conditions raised substantial doubt about the Company’s ability to continue as a going concern; however, based on management’s plan to add additional venue locations and continue its business operations, Venu believes that such substantial doubt has been alleviated. The Company believes that cash on hand, anticipated improved profitability in 2026 from operating venues and restaurants in Colorado Springs, Colorado and Gainesville, Georgia, the full season of operations of Ford Amphitheater in 2026, including Roth’s Sea & Steak and Brohan’s, opening of Sunset at Broken Arrow in fall 2026, and additional capital raising and debt financing in 2025 and potentially in 2026, including the issuance of Series B Preferred Shares in January 2026 and public offering completed in March 2026, will altogether allow the Company to continue its business operations for at least 12 months from the date of this Annual Report. Nonetheless, the 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.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned, majority-owned subsidiaries and variable interest entities. For those entities that aren’t wholly owned by Company, the Company assesses the voting and management control to confirm the Company is the primary beneficiary of the majority-owned subsidiaries and variable interest entities. All intercompany accounts and transactions have been eliminated upon consolidation. See “Organization” and “Non-controlling Interest” for further discussions of the entities that are majority-owned subsidiaries and variable interest entities. Investments for which the Company exercises significant influence but does not have control are accounted for under the equity method. See “Investments in related parties” for further discussion.

**Fair Value Measurements **

Fair values have been determined for measurement and/or disclosure purposes based on the following methods. The Company characterizes inputs used in determining fair value using a hierarchy that prioritizes inputs depending on the degree to which they are observable. The levels of the fair value hierarchy are as follows:

● Level 1 – fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;

● Level 2 – fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

● Level 3 – fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The carrying values of cash and cash equivalents, inventories, prepaid expenses and other current assets, payables and accrued liabilities approximate their fair values because of the short-term nature of these financial instruments. Balances due to and due from related parties do not have specific repayment dates and are payable on demand, thus are also considered current and short-term in nature, hence carrying value approximates fair value and are included in current assets or liabilities.

Cash and Cash Equivalents

The Company considers cash and cash equivalents to include all highly liquid investments with an original maturity of three months or less. Our cash and cash equivalents include bank accounts as well as interest-bearing accounts consisting primarily of bank deposits and money market accounts managed by third-party financial institutions. As of December 31, 2025, the Company had $23,095,342 of cash and cash equivalents in the form of money market accounts that earned interest income of $198,576 for the year ended December 31, 2025. As of December 31, 2024, the Company had $15,241,184 of cash and cash equivalents in the form of money market accounts that earned interest income of $705,729 for the year ended December 31, 2024. Cash and cash equivalents may exceed federally insured limits.

**Inventories **

Inventories, consisting principally of food, beverages and supplies, are stated at the lower of cost (determined by the first-in, first-out method) or net realizable value. The Company reviews inventory on a weekly basis and determines if slow-moving or obsolete inventory exists. No allowance is deemed necessary as of December 31, 2025 and 2024.

Investments in related parties

The Company currently accounts for certain investments using a practical expedient to measure these investments that do not have a readily determinable fair value in accordance with Accounting Standards Codification (“ASC”) 321,Investments - Equity Securities; ASC 325,Investments – Other; ASC 810,Consolidation; and ASC 820,Fair Value Measurement. The investments are initially recognized at cost. Any income or loss from these investments are recognized on the Consolidated Statements of Operations, net of operating expenses. The carrying value of the Company’s investments are assessed for indicators or impairment at each balance sheet date. Under this method of accounting, the investment is derecognized once the Company’s interest in the investment is sold or impaired. Upon sale, any proportionate gain or loss is recognized in the Consolidated Statements of Operations as other income. See Note 7 – Investments in Related Parties and Note 8 – Related Party Transactions for further discussion.

Property and Equipment

Property and equipment are recorded at historical cost net of accumulated depreciation and amortization, write-downs and impairment losses. Property and equipment are recorded as construction in progress until they are placed in service and are depreciated or amortized once placed in service. Depreciation and amortization are calculated on a straight-line basis over the following periods:

The estimated useful lives are:

Property and equipment costs directly associated with the acquisition, development and construction of operating venues and restaurants are capitalized. Expenditures for major improvements and betterments are capitalized while expenditures for maintenance and repairs are expensed as incurred. Upon retirement or disposal of assets, the accounts are relieved of cost and accumulated depreciation and amortization and the related gain or loss is reflected in earnings.

Capitalization of Interest Costs of Real Estate Projects

The Company acquires real estate for the construction and development of future venues. Interest costs incurred over the period in which the construction and development of the venue is substantially complete are recorded as part of the historical cost of the real estate asset and depreciated under the same method as property and equipment. The Company capitalized $212,247 and $0 of interest costs during the years ended December 31, 2025 and 2024, respectively.

Intangible Assets

Intangible assets with a finite life are recorded at cost and are amortized on a straight-line basis over estimated useful lives. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. The Company currently has naming rights that are amortized on a straight-line basis oversix years.

The Company reviews the carrying values of its intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group might not be recoverable.

Impairment Assessment of Long-Lived Assets

Long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. An evaluation for impairment is performed at the lowest level of identifiable cash flows. An impairment loss is recognized in an amount equal to the excess of the carrying value over the estimated fair value. No impairment loss was recognized during the years ended December 31, 2025 and 2024.

Provision for Uncollectible Accounts

See “Recently Issued and Adopted Accounting Pronouncements” herein for additional information on the adoption of ASU 2025-05 and the practical expedient related to credit losses.

The Company’s customers include attendees of concerts, shows and events (collectively “event centers”), restaurant diners and sponsors. The collection of payments for event centers and restaurants is handled at point of sale. Sponsors sign a contract that commits them to sponsorship payments over the contract term. Based on historical collection experience and other factors, the Company has determined that a provision for uncollectible accounts is not necessary. Circumstances that could affect this estimate include, but are not limited to, customer credit issues and general economic conditions. The Company writes off customer accounts when they are deemed to be uncollectible, which have historically been infrequent. The Company has elected the practical expedient to assume that current conditions as of the balance sheet date will remain unchanged for the remaining life of the receivables when estimating expected credit losses. For all periods presented, there were no uncollectible accounts.

Revenue Recognition

The Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) ASC 606,Revenue from Contracts with Customers. This ASC requires an entity to allocate the transaction price received from customers to each separate and distinct performance obligation and recognize revenue as these performance obligations are satisfied. The Company recognizes revenue from restaurant sales when food and beverage products are transferred to the customer. Revenue from a venue rental, concert or show is recognized when the event, concert or show occurs. Amounts collected in advance of the event are recorded as deferred revenue until the event occurs. Amounts collected from sponsorship agreements, which are not related to a single event, are classified as deferred revenue and recognized over the term of the agreements as the benefits are provided to the sponsors. As of

December 31, 2025 and 2024, deferred revenue totaled $1,542,564 and $1,528,159, respectively. There are no refunds or allowance for refunds in accordance with the Company’s reservation policies, which do not allow for, except in limited circumstances.

The Company accounts for the licensing of its hospitality fire pit suites of NHC and its owners club memberships for Sunset at Broken Arrow and Sunset at McKinney as long-term licensing liability. The deposits range from $50,000 to $100,000 and fully prepaid licenses of $100,000 to $200,000 are recognized in this account. The amortization of these liabilities started to be recognized in June 2025 when NHC fully opened its suites in Colorado Springs, Colorado. For the year ended December 31, 2025, the Company recognized rental income totaling $130,278 from prepaid licenses.

The Company contracted with a subsidiary of the Anschutz Entertainment Group (“AEG”), AEG Presents-Rocky Mountains, LLC, a major music and entertainment events presenter, to operate Ford Amphitheater in Colorado Springs, Colorado, which opened in August 2024. Within the Company’s Amphitheater Operations, its pre-sells naming rights to its amphitheater by partnering with industry-leading brands under naming-rights agreements. The Company generates net profits that are split with AEG through: (i) ticket sales, fees and rebates on tickets for concerts and events held at Ford Amphitheater; (ii) parking fees; (iii) venue rentals, which may occur for a variety of corporate and personal events; (iv) food and beverage sold at the shows and events; and (v) sponsorship sales, which allow brands to advertise at the Company’s venue by showcasing their names and logos on a variety of sponsorship inventory curated for the venue and at each event the Company promotes and hosts, all of which are offset by operating expenses, artist expenses, supplies, security, utilities, insurance, overhead, etc. within the Company’s net amphitheater revenue recognition from AEG. As of December 31, 2025 and 2024, the Company had a net receivable of $225,822 and $193,766, respectively, with no allowance for credit losses as the Company believes the balance is fully collectible.

On January 1, 2025, the Company entered into a Multi-Event Incentive Agreement with Live Nation Worldwide, Inc. (“Live Nation”) in connection with the amphitheater being developed in Broken Arrow, Oklahoma (“Sunset at Broken Arrow”). The Agreement provides incentives to Live Nation to book and promote live music concerts, comedy events and other mutually approved entertainment events at the Sunset at Broken Arrow. The incentive payment is based on the number of tickets sold at each event during each contract year, which is based on a tiered chart with varying incentive payments per ticket sold depending on the range of total tickets sold per contract year. A bonus payment will be paid to Live Nation for one dollar for each ticket sold at each event where the gross revenue of ticket sales for an event equal to or is greater than $650,000. The incentive and bonus payments payable to Live Nation will begin when the first event is held at the Sunset at Broken Arrow, which is anticipated to open in Fall 2026.

On December 10, 2025, the Company entered into an Operator Agreement with Live Nation Worldwide, Inc. (“Live Nation”) to lease the premises on which the amphitheater is being developed in McKinney, Texas (“Sunset at McKinney). The Operator Agreement provides for a revenue-sharing arrangement whereby Live Nation will pay the Company a percentage of the net profits generated from Live Nation’s events at the Sunset McKinney, after deducting applicable event-related expenses and other costs and expenses chargeable to the parties’ co-promotion of events. The Agreement also names Live Nation as the exclusive third-party booking agency for all events held at the Sunset at McKinney. The Agreement may be terminated without penalty if certain conditions are not satisfied or may otherwise be terminated upon an uncured event of default.

Leases

The Company accounts for its leases in accordance with ASC 842,Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded in the Consolidated Balance Sheets as both a right-of-use asset and lease liability, calculated by discounting fixed lease payments over the lease term, including any renewal options that are likely to be exercised, at the rate implicit in the lease. Lease liabilities are increased by the principal amount due and reduced by payments each period, and the right-of-use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset result in straight-line rent expense over the lease term. In calculating the right-of-use asset and lease liability, the Company elects to combine lease and non-lease components as permitted under ASC 842. The Company excludes short-term leases having initial terms of 12 months or less as an accounting policy election and expenses payments on these short-term leases as they are made.

Long-term Licensing Liability

The Company accounts for the licensing of its hospitality fire pit suites of NHC and its owners club memberships for Sunset at Broken Arrow and Sunset at McKinney as long-term licensing liability. The deposits range from $50,000 to $100,000 and fully prepaid licenses of $100,000 to $200,000 are recognized in this account. The amortization of these liabilities started to be recognized in June 2025 when NHC fully opened its suites in Colorado Springs, Colorado and is expected to begin amortization for Sunset at Broken Arrow in Fall 2026 and Sunset at McKinney in Q1 2027 when these venues are slated to open.

Advertising Expenses

Advertising costs are expensed as incurred and included in operating expenses in the accompanying Consolidated Statements of Operations. Total advertising expenses were approximately $6,102,505 and $3,568,704 for the years ended December 31, 2025 and 2024, respectively.

Pre-Opening Expenses

Non-capital expenditures associated with opening a new restaurant, event center, or amphitheater are expensed as incurred. These costs consist of expenses incurred before the opening of a new location and include occupancy, labor, travel, training, food, beverage, marketing and other initial supplies and expenses. These costs are included in general and administrative expenses reported in our Consolidated Statements of Operations.

**Debt Issuance Costs **

Debt issuance costs incurred in connection with the issuance of long-term debt are recorded as reductions of long-term debt and are amortized over the term of the related debt. Amortization of debt issuance costs of $916,681 and $2,917,989 for years ended December 31, 2025 and 2024, respectively, are included in interest expense in the accompanying Consolidated Statements of Operations.

Equity Based Compensation

The Company recognizes equity-based compensation expense based on the fair value of the warrants or stock options at the time of the grant or issuance. Share-based compensation includes warrants and stock options issued to the Company’s employees. These may vest immediately or vest evenly up to five years. The exercise price of a warrant or stock option is the fair value of the Company’s stock price on the grant date.

Equity Issuance Costs

Equity issuance costs represent amounts paid for legal, consulting, and other offering expenses in conjunction with the future raising of additional capital to be performed within one year. These costs are netted against additional paid-in capital as a cost of the stock issuance upon closing of the respective stock placement.

Stock Options and Warrants

The Company accounts for stock options and warrants as either equity-classified or liability-classified instruments based on an assessment of the stock options’ and warrant’s specific terms and applicable authoritative guidance. The assessment considers whether the stock options and warrants are freestanding financial instruments, meet the definition of a liability, and whether the warrants meet all the requirements for equity classification, including whether the stock options and warrants are indexed to the Company’s own stock and whether the stock options and warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of the stock option and warrant issuance and as of each subsequent balance sheet date while the warrants are outstanding. For issued or modified stock options and warrants that meet all of the criteria for equity classification, the stock options and warrants are required to be recorded as a component of stockholders’ equity at the time of issuance.

Income Taxes

The Company is subject to federal and state income taxes. A proportional share of the Company’s subsidiaries’ provisions are included in the consolidated financial statements. Deferred income tax assets and liabilities are computed for differences between the asset and liability method and financial statement amounts that will result in taxable or deductible amounts in the future. The Company computes deferred balances based on enacted tax laws and applicable rates for the periods in which the differences are expected to affect taxable income.

A valuation allowance is recognized for deferred tax assets if it is more likely than not that some portion or all of the net deferred tax assets will not be realized. In making such a determination, all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies and results of recent operations is considered. If the Company determines it will be able to realize the deferred

tax assets for which a valuation allowance had been recorded, then it will adjust the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company evaluates the tax positions taken on income tax returns that remain open and positions expected to be taken on the current year tax returns to identify uncertain tax positions.

Unrecognized tax benefits on uncertain tax positions are recorded on the basis of a two-step process in which (1) an assessment is made as to whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the largest amount of tax benefit that is more than 50 percent likely to be realized is recognized. Interest and penalties related to unrecognized tax benefits are recorded in income tax benefit.

The Company is a C corporation (“C Corp”), however, the Company’s subsidiaries are limited liability companies (“LLC’s”), that have elected to be taxed as partnerships. As an LLC, management believes that these companies are not subject to income taxes, and such taxes are the responsibility of the respective members. The subsidiaries’ LLCs are still in place, with the parent Company filing as a corporation.

Non-controlling Interest and Variable Interest Entities

The non-controlling interest (“NCI”) represents capital contributions and distributions, income and loss attributable to the owners of less than wholly owned consolidated entities and are reported in equity. NCIs are evaluated by the Company and are shown as permanent equity. Net income (loss) attributable to NCIs reflects the portion of the net income (loss) of consolidated entities applicable to the NCI stockholders in the accompanying Consolidated Statements of Operations. The net income (loss) attributable to NCIs is classified in the Consolidated Statements of Operations as part of consolidated net income (loss) and deducted from total consolidated net income (loss) to arrive at the consolidated net income (loss) attributable to the Company. The Company has evaluated its investments in its consolidated entities in order to determine if they qualify as variable interest entities (“VIEs”). The Company is the entity that holds the majority, and only, voting interests and is also the primary beneficiary of the VIEs. The Company monitors these investments and, to the extent it has determined that it owns a majority of the controlling class of securities of a particular entity, analyzes the entity for potential consolidation. The Company will continually analyze investments, including when there is a reconsideration event, to determine whether such investments are VIEs and whether such VIE should be consolidated. These analyses require considerable judgment in determining the primary beneficiary of a VIE and could result in the consolidation of an entity that would otherwise not have been consolidated or the non-consolidation of an entity that would have otherwise been consolidated.

The Company accounts for the change in its ownership interest while it retains its 100% controlling financial interest, as the Company owns 100% of the voting membership interest, in all of its majority-owned subsidiaries and VIEs as equity transactions. As such, the Company is the entity that holds the majority, and only, voting interests and is also the primary beneficiary of the VIEs. These VIEs meets the definition of a business and the VIE’s assets can be used for purposes other than the settlement of the VIE’s obligations, The Company is the holder of controlling variable interests in its VIEs and is also the holder as the primary beneficiary of all of its VIEs. These VIEs exist for the Company’s operations and purposes. The Company is the sole manager of the legal entity and operating manager of these VIEs. The Company would provide support to the VIEs, including events that may expose the Company to the VIEs reporting losses. The Company directly controls the VIE’s financial position in terms of operations, construction, acquisition of real estate, financial performance and directs its cash flows. As the VIEs issue voting equity interests to the Company, the Company holds 100% voting interest and is also the primary beneficiary of the VIE. The VIEs meet or will meet the definition of a business once open for operations and the VIEs’ assets can be used for purposes other than settlement of the VIE’s obligations.

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 subsidiary issuance of shares as shown in the Consolidated Statements of Change in Stockholders’ Equity. If a change in ownership of a consolidated subsidiary results in a loss of control or deconsolidation, any retained ownership interests are remeasured with the gain or loss reported to net earnings. These may be majority-owned subsidiaries or variable interest entities that the Company has 100% voting control of.

During the year ended December 31, 2025, the Company bought 5,100,000 membership units of SHC. This purchase transaction did not result in a change in control of SHC.

The following table shows the classification and carrying value of assets and liabilities of consolidated VIEs as of December 31, 2025 and 2024:

The following table is a summary of the Company’s non-controlling interests for the years ended December 31, 2025 and 2024:

**Segment Reporting **

The Company considers our restaurant and event center operations as similar, in close proximity, and have aggregated them into a single reportable segment. Revenue from customers is derived principally from food and beverage services with a portion being served in conjunction with live entertainment. Our chief operating decision maker (the “CODM”) is the Chief Executive Officer. The CODM makes operating performance assessment and resource allocation decisions on a consolidated basis. The CODM does not receive discrete financial information about asset allocation, expense allocation or profitability by product or geography.

Recently Issued and Adopted Accounting Pronouncements

On December 14, 2023, the FASB issued ASU No. 2023-09,Improvements to Income Tax Disclosures(“ASU 2023-09”). ASU 2023-09 amends ASC 740,Income Taxesto expand income tax disclosures and requires that the Company disclose (i) the income tax rate reconciliation using both percentages and reporting currency amounts; (ii) specific categories within the income tax rate reconciliation; (iii) additional information for reconciling items that meet a quantitative threshold; (iv) the composition of state and local income taxes by jurisdiction; and (v) the amount of income taxes paid disaggregated by jurisdiction. The Company has elected to adopt this guidance prospectively beginning January 1, 2025.

On November 4, 2024, the FASB issued ASU No. 2024-03,Expense Disaggregation Disclosures(“ASU 2024-03”). ASU 2024-03 amends ASC 220,Comprehensive Incometo expand income statement expense disclosures and require disclosure in the notes to the financial statements of specified information about certain costs and expenses. ASU 2024-03 is required to be adopted for fiscal years commencing after December 15, 2026, with early adoption permitted. The Company is currently evaluating the impact of adopting the standard on the consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05,Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (ASU 2025-05), which allows the Company to elect a practical expedient for measuring expected credit losses on current accounts receivable and current contract assets arising from transactions accounted for as revenues from contracts with customers. This expedient allows the Company to assume that current economic conditions as of the balance sheet date do not change for the remaining life of the asset. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025 and interim periods within fiscal years beginning after December 15, 2026. As permitted, the Company has elected to early adopt the practical expedient as of December 31, 2025 and applied its provisions prospectively to the provision for uncollectable accounts. The adoption of ASU 2025-05 did not have a material impact on the consolidated results of operations, cash flows or financial condition of the Company. See “Provision for Uncollectible Accounts” herein for additional information and disclosures impacted by ASU 2025-05.

On July 4, 2025, President Donald Trump signed the One Big Beautiful Bill Act (OBBBA) into law, which is considered the enactment date under U.S. GAAP. This legislation introduces several provisions affecting businesses, including the permanent extension of certain expiring elements of the Tax Cuts and Jobs Act, modifications to the international tax framework, and favorable tax treatment for certain other business provisions. Key corporate tax provisions include existing 21% corporate income tax rate made permanent, the restoration of 100% bonus depreciation, immediate expensing for domestic research and experimental expenditures, changes to Section 163(j) interest limitations, updates to Global Intangible Low Tax Income (GILTI) and Foreign- Derived Intangible Income (FDII) rules, amendments to energy credits, and expanded Section 162(m) aggregation requirements. The OBBBA contains multiple effective dates, with some provisions applicable beginning in 2025. The legislation does not impact the Company’s prior years’ financial statements.

NOTE 3 –PROPERTY AND EQUIPMENT

Property and equipment, net, were as follows:

Depreciation and amortization expenses relating to property and equipment for the years ended December 31, 2025 and 2024 were $6,110,974 and $3,589,509, respectively.

NOTE 4 -INTANGIBLES

Intangible assets subject to amortization consist of the following:

The intangible naming rights asset was put into use in 2023. Amortization expense relating to the intangible assets for the years ended December 31, 2025 and 2024 were $66,718 and $66,719, respectively. The estimated amortization expense for the year ended December 31, 2026 and thereafter is as follows:

NOTE 5 –LEASES

The Company leases the properties used for some of its restaurants, venues, office space and parking spaces.

Through June 30, 2022, the Company leased the land and buildings used in BBST and BBP operations from HIA. On April 1, 2022, the Company purchased a controlling interest in the equity of HIA. Accordingly, the impact of the lease is eliminated in the consolidated financial statements. Notes in Colorado Springs leased its property from 13141 BP, LLC (“13141 BP”), a related party (refer to Note 7– Related Party Transactions footnote for further details) through June 26, 2022, when the Company acquired the membership interests of 13141 BP. The lease was structured as a triple net (“NNN”) lease, which this type of lease includes costs of maintenance, repairs, operations, taxes and insurance, with annual rents of $90,000 through July 1, 2024 and throughout 2023. The lease was amended as of July 1, 2024, to include costs of maintenance, repairs, operations, taxes and insurance. As of the acquisition date, the lease is eliminated in consolidations. As of July 18, 2025, 13141 BP sold the land and building to a 3 rd party and Notes Eatery ceased its operations.

The Company leases its office space from an unrelated party. The lease is until November 30, 2029 and escalates in base rent by 1.3% each year. Additionally, the Company leases an executive apartment from an unrelated party. The lease was terminated early in January 2026.

On November 5, 2025, the Company entered into a ground lease agreement with a related party (“Landlord”) to lease the land owned by PPP used for parking by Sunset Ops (this includes the land and improvements, collectively the “Property”) for a 20-year term under a NNN lease structure with an option to re-purchase the Property within the first three years of the closing date of the sale at a fixed price, which would return the asset to the Company’s balance sheet. The Landlord is wholly owned by a significant shareholder of the Company. Annual base rent is initially $1,050,000 and escalates by 2.5% each year beginning on November 5, 2026.

Total rent expense related to leased assets including short-term leases and variable costs were $1,949,705 and $1,703,496 for the years ended December 31, 2025 and 2024 respectively. Total cash paid for rent expense to leased assets was $590,487 and $465,892 for the years ended December 31, 2025 and 2024, respectively.

NOTE 5 – LEASES (Continued)

The following table shows balance sheet information related to the operating leases:

The future minimum lease payments of existing operating lease liabilities are as follows:

**NOTE 6 –INVESTMENTS **

The Company has a minority interest in an outside entity. On January 13, 2025, the Company purchased shares of Series A Preferred Stock of FL 101, Inc. (dba EIGHT Brewing) in consideration for a cash investment of $1,999,999. EIGHT Brewing, which is a food and beverage Company that creates curated lifestyle brands, including the EIGHT beer brand. Pursuant to the SPA, the Company was issued 1,487,099 shares of FL101’s preferred stock, par value $0.00001 per share (the “Preferred Stock”), designated as “Series A Preferred Stock”. The Preferred Stock has the powers, preferences, and special rights set forth in the Restated Certificate of Incorporation of FL101, including a liquidation preference, protective provisions, anti-dilution protections, and conversion rights in favor of the holders of the Preferred Stock. The Company is a minority investor in this entity. This investment is carried at fair value unless a reliable fair value cannot be determined and is reviewed at each balance sheet date for impairment. There was no impairment recorded during the year ended December 31, 2025.

NOTE 7 –INVESTMENTS IN RELATED PARTIES

The Company has non-controlling interest investments in related parties. Accordingly, the Company utilizes the guidance stated in ASC 323,Investments – Equity Method and Joint Ventures to account for applicable transactions. These investments lack readily determinable fair values. Consequently, these investments are accounted for under the practical expedient at cost minus impairment plus any changes in observable price changes from an orderly transaction of similar investments. An adjustment to the recognized value of the investment is not made if there are no identified events or changes in circumstances that may have a significant adverse effect on the fair value. Any income or loss from these investments is recognized in the Consolidated Statements of Operations, net of operating expenses. These investments are reviewed at each balance sheet date for impairment.

The activity related to these investments for the years ended December 31, 2025 and 2024 are as follows:

**NOTE 8 –RELATED PARTY TRANSACTIONS **

The Company owns 526,166 Class B non-voting units or 1.2% of Roth Industries, LLC (“Roth Industries”). The Company’s Chairman and CEO is also the founder, Chairman and significant equity holder of Roth Industries. Mitchell Roth, a member of the Company’s Board of Directors, is also the CEO, President, and significant equity folder of Roth Industries. The Company’s officers and directors are also minority equity owners of Roth Industries. The Company currently accounts for this investment based on ASC 325,Investments – Other, under the cost method. In addition, the Company recognized licensing fees from Roth Industries, totaling $130,000 and $130,000 during the years ended December 31, 2025 and 2024, respectively, for Roth’s licensing use of the Bourbon Brothers brand in grocery products since the Company holds the exclusive license to use the brand. The Company had $237,500 and $107,500 in receivables from Roth Industries as of December 31, 2025 and 2024, respectively. The amounts received were recorded in other income in the Consolidated Statements of Operations and the amounts receivable included in other receivables as prepaid expenses and other current assets in the Consolidated Balance Sheets.

The Company invested in Culinova, Inc. (formerly known as Innovate CPG, Inc.) for a total 526,166 shares (and paid a total purchase price of $5,261.66) in May 2025. As an equity holder of Roth Industries, the Company was afforded the right to acquire shares of Culinova, Inc. The Company’s Chairman and CEO is a director of Culinova, Inc. and Mitchell Roth, the Chairman and CEO. The Company’s officers and directors are also minority equity owners of Culinova, Inc. The Company currently accounts for this investment based on ASC 325,Investments – Other, under the cost method.

The Company on June 26, 2024, purchased 100% of the membership units from 13141 BP’s members and, as a result, owned the land and buildings for which Notes used from an existing lease arrangement. The transaction is treated as an asset acquisition and accounted for under ASC 805, Business Combinations. Under this methodology the purchase price is allocated to the acquired asset based on their proportionate fair values. The Company purchased these units of 13141 BP for a total purchase price of $2,761,000 using equity. The members of 13141 BP were also shareholders of the Company prior to the purchase. Under the terms of the purchase agreement, the Company issued 276,100 shares of Class D common stock. The Company owns 100% of this subsidiary and 100% of its voting control and consolidates it into its financials.

NOTE 8 – RELATED PARTY TRANSACTIONS (Continued)

Under the acquisition method of accounting, the total fair value of consideration transferred was allocated as follows as of June 26, 2024:

13141 BP sold the land and building to a 3 rd party on July 18, 2025, at which time the Company determined the disposed component does not meet discontinued-operations criteria, its financial impacts are reported within the normal results of continuing operations (and not segregated below income from continuing ops). The Company’s restaurant operating entity at this location, Notes Eatery, closed as of July 18, 2025.

In 2025, the Company entered into several lease, debt and equity transactions with a related party, who is a significant shareholder of the Company. These include a ground lease agreement (refer to Note 5 – Leases for further details), convertible debt agreements (refer to Note 9 – Debt for further details), and issuance of shares of Common Stock (refer to Note 10 – Equity for further details).

NOTE 9 –DEBT

SBA Economic Injury Disaster Loan

On May 4, 2020, the Company executed the standard loan documents required for securing a loan (the “EIDL Loan”) from the SBA under its Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the Company’s business. Pursuant to the loan agreement, the principal amount of the EIDL Loan is $500,000, with proceeds to be used for working capital purposes. Interest accrues at the rate of 3.75% per annum. Monthly payments of interest only in the amount of $2,437 were to originally commence on May 4, 2021; however, this repayment commencement date was extended by the SBA for 24 months. The EIDL Loan matures 30 years from the date of the note agreement, at which time all remaining unpaid principal and interest are due. JW Roth, CEO and Chairman, personally guarantees this loan agreement. As of December 31, 2025 and 2024, the principal balance of $500,000 remains outstanding.

Bank Loans and Promissory Notes

On April 1, 2022, when the Company purchased the majority of equity interests of HIA. In this transaction, the Company became a guarantor of HIA’s mortgage on the properties used in BBST and BBP operations. The mortgage accrues interest at 5.5% and matures on July 10, 2031. The outstanding balance as of December 31, 2025 and 2024 was $3,064,903 and $3,239,543, respectively. This mortgage is collateralized by the BBSTCO and BBP land and buildings. This mortgage is personally guaranteed by JW Roth.

On December 21, 2022, the Company closed on a deed of land with the City of Murfreesboro, Tennessee, for the Company to develop a Bourbon Brothers Smokehouse and Tavern, Boot Barn Hall and an amphitheater on 20.13 acres parcel for $3,267,000. On August 26, 2024 the Company and the City of Murfreesboro, TN agreed to discontinue the development project previously planned for 20.13 acres as originally conceived. The City sold the undeveloped property to Venu subject to reconveyance and other termination provisions if the project was discontinued. The City and Venu proceeded with reconveyance of the property and the City terminated the promissory note of $3,267,000. The outstanding balance as of December 31, 2025 and 2024 was $0 and $0, respectively.

On May 26, 2022, GAHIA took on a mortgage for the properties used in the BBSTGA and BBPGA operations, with the Company as a guarantor to the mortgage. GAHIA began to draw on this mortgage in early 2023 with the final mortgage amount in place in June 2023. The mortgage accrues interest at 3.95% and matures on May 26, 2043. The outstanding balance as of December 31, 2025 and 2024 was $4,037,281 and $4,243,364, respectively. This mortgage is collateralized by the BBSTGA and BBPGA land and buildings. This mortgage is personally guaranteed by JW Roth.

On April 30, 2024, the Company executed a term sheet with the City of El Paso, Texas, and then later in June 2024 and July 2024 entered into 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.

On January 14, 2025 (the “Closing Date”), the Company closed on its purchase of an approximately 46-acre tract of land (the “McKinney Tract”) where it will develop the Sunset Amphitheater in McKinney, Texas, pursuant to the Chapter 380, Grant, and Development Agreement (the “McKinney Agreement”) that the Company previously entered into with the City of McKinney, Texas, the McKinney Economic Development Corporation (“MEDC”), and the McKinney Community Development Corporation on April 16, 2024, which was amended on October 15, 2024 and December 3, 2024. MEDC agreed to sell the McKinney Tract to the Company for an aggregate purchase price of $35,000,000 (the “McKinney Purchase Price”), which was paid on the Closing Date in the form of $10,000,000 in cash and $25,000,000 represented by a secured promissory note to MEDC (the “McKinney Note”), which bears no interest, is subject to prepayment without penalty, is secured by a Deed of Trust conveying a first-priority lien on the McKinney Tract, and is personally guaranteed by JW Roth and a related-party shareholder of the Company (the “McKinney Guaranty”). If the Company receives a temporary certificate of occupancy or a certificate of occupancy by certain deadlines set forth in the McKinney Agreement, then MEDC will reimburse the Company for the McKinney Purchase Price, and the Company and the guarantors will be released from their respective obligations under the McKinney Note, the McKinney Deed of Trust, and the McKinney Guaranty.

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 ofseventy months, maturing on March 27, 2031 (the “Maturity Date”). Beginning on the closing date, and continuing until no later than May 27, 2026 (the “Draw Period”), assuming that there has not been an “Event of Default” (as defined in the Credit Agreement) and that the Company has complied with all requirements under the documents and agreements governing the Construction Loan, the Company may from time-to-time request advances under the Construction Loan not to exceed an aggregate amount of $6 million. Subject to the terms and conditions of the Credit Agreement, on the Conversion Date the draw down term loan will convert to an amortizing loan. The term of the amortizing loan is 59 months from the Conversion Date and the amortization loan will bear interest at the Note Rate per annum, defined as the WSJ Prime Rate plus 25 basis points determined on the Conversion Date. Monthly payments of principal and interest are due under the amortizing loan and will be calculated by amortizing the principal amount of the amortizing loan over 240 months. Obligations under the Construction Loan are secured under, and by, a deed of trust, various assets of the Company pledged pursuant to a security agreement, together with an assignment of leases and rents, and personal guaranties extended by certain Company affiliates. The outstanding balance as of December 31, 2025 and 2024 was $5,937,119 and $0, respectively. This mortgage is collateralized by the SHC land and buildings. This mortgage is personally guaranteed by JW Roth.

Artist 280 purchased an aircraft to support the Company’s current and prospective corporate growth initiatives and development projects around the country. Effective September 26, 2025, Artist 280 borrowed $12,000,000 million (the “Loan”) from PNC Bank, National Association (the “Lender”). The Loan is evidenced by a promissory note (the “Note”) delivered by Artist 280 in favor of the Lender. The term of the Loan is 60 months from October 1, 2025, and the Loan bears interest at 6.01% per annum. Monthly payments of principal and interest are due under the Note and will be calculated by amortizing the principal amount of the Note over 240 months. The outstanding balance as of December 31, 2025 was $11,928,956. The Loan is personally guaranteed by JW Roth up $4,500,000.

Convertible debt

The Company issued a $6,000,000 principal amount convertible promissory note on February 28, 2025, with a maturity date three years from the date of issuance. The interest rate is 12% per annum and paid quarterly in cash or shares of Venu’s common stock at the conversion price. The conversion price is defined as 100% of the average daily closing sale price of the Company’s common stock during the 10 consecutive trading days immediately prior to the applicable payment date. The lender was also issued a warrant that is exercisable to acquire 300,000 shares of Company common stock at an exercise price of $12.50 per share.

On April 4, 2025, the Company issued two convertible promissory notes having an aggregate principal amount of $6,000,000 in total principal amount convertible promissory note, with a maturity date three years from the date of issuance. The interest rate is 12% per annum and paid quarterly in cash or shares of Venu’s common stock at the conversion price. The conversion price is defined as 100% of the average daily closing sale price of the Company’s common stock during the 10 consecutive trading days immediately prior to the applicable payment date. The lenders were issued warrants that, in the aggregate, are exercisable to acquire 300,000 shares of Company common stock at an exercise price of $12.50 per share.

On May 6, 2025, the Company issued two convertible promissory notes having an aggregate principal amount of $6,000,000 in total principal amount convertible promissory note, with a maturity date three years from the date of issuance. The interest rate is 12% per annum and paid quarterly in cash or shares of Venu’s common stock at the conversion price. The conversion price is defined as 100% of the average daily closing sale price of the Company’s common stock during the 10 consecutive trading days immediately prior to the applicable payment date. The lenders were issued warrants that, in the aggregate, could acquire 300,000 shares of Company common stock at an exercise price of $12.50 per share.

On June 22, 2025, the Company issued 1,542,367 shares of Common Stock in full satisfaction of $15,000,000 principal and $423,667 accrued interest, representing a conversion price of $10 per common share, due under certain convertible promissory notes.

On July 22, 2025, the Company issued 103,667 shares of Common Stock upon conversion of a secured promissory note to satisfy 50% of the outstanding obligations owed thereunder.

Total debt consists of the following:

Following is the future maturities of total debt for the year ending December 31,

**NOTE 10 –EQUITY **

Stockholders’ Equity

On March 5, 2024, the Company and its Class C stockholders authorized a Class D of common stock up to 60,000,000 shares. At that time, the Company allowed its Class B and Class C stockholders to exchange to Class D shares at a 1 to 1 basis.

On September 6, 2024, the Company amended and restated its articles of incorporation so that each share of then outstanding share of Class A Voting Common Stock, Class C Voting Common Stock, and Class D Voting Common Stock immediately and automatically converted into one (1) share of Common Stock. The amended and restated articles of incorporation provide that the authorized capital stock of the Company consists of 144,000,000 shares of Common Stock,1,000,000 shares of Class B Non-Voting Common Stock and 5,000,000 shares of Preferred Stock.

During 2024, the Company closed a private placement offering in which we sold 3,300,341 shares of Common Stock and received gross proceeds of $32,059,550.

On November 26, 2024, the Company completed an initial public offering of 1,200,000 shares common stock at a public offering price of $10.00 per share, generating gross proceeds of $12,000,000. The Company also granted the underwriters a 45-day option to purchase up to 180,000 additional shares of common stock on the same terms and conditions for the purpose of covering any over-allotments in connection with the Offering, which the underwriters exercised on November 29, 2024. The closing of the offering took place on November 29, 2024. The Company received net proceeds of approximately $12,300,000 from the offering, after deducting underwriting discounts and commissions and other offering expenses.

On January 3, 2025, the Company issued 10,000 shares of Common Stock to a services firm at a price of $10 per share.

In April 2025, the Company issued a consultant 10,000 shares of our Common Stock in consideration for services rendered to the Company.

In May 2025, the Company issued a consultant 10,000 shares of our Common Stock in consideration for services rendered to the Company.

On June 3, 2025, the Company issued 1,007,292 shares of Common Stock to KWO in full satisfaction of the Note originally issued to KWO in January 2024.

On June 16, 2025, the Company issued 675 shares of Series B 4.0% Cumulative Redeemable Convertible Preferred Stock (Series B Preferred Stock) to Aramark Sports and Entertainment Services, LLC, with an aggregate purchase amount of $10.125 million. Each share of Series B Preferred Stock is convertible into 1,000 shares of Common Stock. The shares of Series B Preferred Stock do not afford the holder voting rights other than as required by law, and each share of Series B Preferred Stock entitles the holder to receive an annual cumulative, non-compounding dividend at an annual rate of 4% of the Stated Value (being equal to $600 per share of Series B Preferred Stock) (the “Series B Dividends”), payable in either cash or shares of the Company’s common stock. The Series B Dividends accrue, without interest and on a cumulative basis, during two semi-annual dividend periods beginning on the first day of each January and July, respectively. The Series B Dividends are payable semi-annually in arrears on January 15th and July 15th of each year. The Series B Dividends began accruing on June 16, 2025, and is prorated on the basis of a 360-day year consisting of twelve 30-day months. Only holders of Series B Preferred Stock as of the first day of the month in which a dividend is due to be paid (or another date to be no more than 30 days nor less than 10 days prior to the date of the dividend payment, as determined by the Company’s board of directors or a duly authorized officer) are eligible to receive a Series B Dividend for the applicable period.

On June 22, 2025, the Company issued 1,542,367 shares of Common Stock in full satisfaction of all principal and accrued interest due under certain convertible promissory notes as discussed in Note 9.

On July 22, 2025, the Company issued 103,667 shares of Common Stock in satisfaction of 50% of the principal and accrued interest due under certain convertible promissory notes as discussed in Note 9.

On August 11, 2025, the Company filed a revocation with the Secretary of State of the State of Colorado to eliminate from its Articles of Incorporation all matters set forth in the Certificate of Designation, Preferences and Rights with respect to its Series A 8.0% Cumulative Redeemable Convertible Preferred Stock (the “Series A Preferred Stock”). No shares of Series A Preferred Stock were issued, and shares of preferred stock previously designated as Series A Preferred Stock have reverted to being designated as authorized but unissued shares of preferred stock.

On August 28, 2025, the Company completed a public offering of 2,875,000 shares common stock at a public offering price of $12.00 per share, generating gross proceeds of $34,500,000. The Company also granted the underwriters a 45-day option to purchase up to 375,000 additional shares of common stock on the same terms and conditions for the purpose of covering any over-allotments in connection with the Offering, which the underwriters exercised on August 27, 2025. The Company received net proceeds of approximately $32,000,000 from the offering, after deducting underwriting discounts and commissions and other offering expenses.

On September 3, 2025, the Company entered into a Subscription Agreement with Tixr, Inc. and completed a private offering of 62,500 shares common stock at a price of $16.00 per share, generating gross proceeds of $1,000,000.

On September 22, 2025 (“Effective Date”), the Company entered into an Ambassador Agreement with a third party for the purpose of increasing awareness of the Company. The term of the agreement is three years and requires cash payments to the brand ambassador, being a payment at the time of the signing of the agreement, and then on-going payments at defined intervals. During the term of the agreement, the Company will also issue shares of common stock to the ambassador on the 91 st day after the effective date of the agreement and every 91 days thereafter. The number of such shares of common stock to be issued on each grant date during the term will equal a value of $125,000, such value to be determined based on the Volume Weighted Average Price per share during the preceding twenty days during which the NYSE American was open. For the year ended December 31, 2025, the Company made cash payments totaling $125,000 and issued 13,222 shares of Common Stock.

In regards to the Company’s treasury shares, the Company has 76,245 shares of treasury stock that it acquired through the acquisition of HIA. In addition, on August 12, 2024, the Company purchased 100,000 shares back from Roth Industries, a related party, at $5 per share. On January 22, 2024, the Company and Live Nation entered into an Exclusive Operating Agreement, pursuant to which Live Nation intended to serve as the exclusive operator of The Sunset BA. Although the parties pursued their working partnership, in August 2024, the Company and Live Nation terminated the Exclusive Operating Agreement due to the Company determining that it is unable to construct the number of parking spaces originally contemplated by the Exclusive Operating Agreement. As part of this termination, Live Nation exercised its put right for the 100,000 shares worth $1,000,000 and the Company repurchased these shares from Live Nation as of September 26, 2024.

On October 27, 2025, the Company entered into a real estate purchase and sale agreement with a related party (“Purchaser”) to convey the land owned by PPP used for parking by Sunset Ops for a purchase price of $14,000,000. The Purchaser is wholly owned by a significant shareholder of the Company. The Company received $7,600,000 in cash and 476,190 shares of its Common Stock, valued at $6,400,000 based on the average NYSE American Stock Exchange closing sale price over the seven trading days preceding November 5, 2025, resulting in a gain on sale of $6,608,315. The Company also entered into a ground lease agreement on November 5, 2025 to concurrently lease the property back for a 20-year term (refer to Note 5 – Leases for further details regarding this lease). As of December 31, 2025 and 2024, the Company had repurchased a total of 752,435 and 276,245 treasury shares, respectively.

On October 24, 2025, a total of 75,000 shares of Class B Non-Voting Common Stock were exchanged for 75,000 shares of Common Stock.

On October 28, 2025, the Company’s shareholders approved an amendment to the 2023 Plan to increase the number of shares of the Company’s common stock from 2,500,000 shares of common stock to 7,500,000 shares of common stock.

On November 6, 2025 (“Effective Date”), the Company entered into a Partner Agreement with a third party for the purpose of increasing awareness of the Company. The term of the Agreement is three years and requires cash payments to the brand ambassador, being a payment at the time of the signing of the agreement, and then on-going payments at defined intervals. During the term of the agreement, the Company will also issue shares of common stock to the ambassador on the 91st day after the effective date of the agreement and every 91 days thereafter. The number of shares of common stock to be issued on each grant date during the term will equal a value of $187,500, such value to be determined based on the volume weighted average price per share during the preceding twenty days during which the NYSE American was open. For the year ended December 31, 2025, the Company made cash payments totaling $125,000.

On November 18, 2025, the Board of Directors authorized the repurchase of up to $10,000,000 of outstanding shares of Common Stock, par value $0.001 per share of the Company (the “Share Repurchase Program”). The Share Repurchase Program expires on December 31, 2026. Repurchases under the Share Repurchase Program may be made from time to time through open-market repurchases or through privately negotiated transactions subject to market conditions, applicable legal requirements, and other relevant factors. The Company is not obligated under the Share Repurchase Program to acquire any particular amount of Common Stock, and the Company may terminate or suspend the Share Repurchase Program at any time prior to its expiration. The timing and actual number of shares of Common Stock repurchased may depend on a variety of factors, including price, available liquidity, cash flows, general market conditions, and alternative opportunities.

NOTE 11 –EARNINGS PER SHARE

The Company computes basic and diluted net income (loss) per share in accordance with ASC 260, Earnings Per Share. Basic EPS is calculated by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the period. The Company applies the two-class method as it has multiple classes of equity including the Series B 4% Convertible Preferred Stock, issued on June 16, 2025.

The Series B Preferred Stock is not a participating security and does not share in undistributed earnings beyond its fixed 4% cumulative dividend. Under the two-class method, income available to common shareholders is reduced by the cumulative preferred dividend, whether declared or not.

The Series B Preferred is convertible at the option of the holder into 1,000 shares of common stock per preferred share (plus accrued dividends), and is considered a potentially dilutive security. For the year ended December 31, 2025, the assumed conversion of the Series B Preferred Stock was anti-dilutive and excluded in the diluted EPS computation. As of December 31, 2025, the Series B Preferred Stock had dividends accrued of $223,875.

The following table sets forth the calculation of earnings per share, with no dividends declared yet, for the years ended December 31, 2025 and 2024, as presented in the accompanying Consolidated Statements of Operations:

NOTE 12 –WARRANTS AND STOCK OPTIONS

The Company grants, to certain of its directors and employees, warrants and stock options to purchase shares of the Company’s equity. The Company may also issue stock options or warrants to investors in connection with its capital raising and financing activities. In addition, the Company has adopted, and its shareholders have approved the Amended and Restated 2023 Omnibus Incentive Compensation Plan (the “2023 Plan”). Under the 2023 Plan, a total of 2,500,000 shares of Company common stock were initially reserved for awards to directors, officers, employees and consultants. Incentive-compensation awards under the 2023 Plan may consist of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, and performance awards. As of December 31, 2025 and 2024, there were options outstanding under the 2023 Plan to acquire 2,500,000 and 0 shares, respectively, of Company common stock. The options outstanding as of December 31, 2025 have an exercise price of $10.00 per share.

Following is a summary of the warrant and stock options activities during the years ended December 31, 2025 and 2024:

During the year ended December 31, 2025, the Company granted a total of 4,824,250 warrants and stock options, with (i)2,500,000 total options granted to JW Roth and Kevin O’Neil as part of the closing upon the real property in McKinney and each agreeing to serve as a personal guarantor of a promissory note issued at that closing, (ii)900,000 warrants issued to investors as part of the convertible promissory note offering, (iii) an additional 608,750 in total warrants and stock options for contributed services and (iv)815,500 stock options to employees and directors. As of December 31, 2025, there was a total of 7,456,264 warrants (and stock options) exercisable with an aggregate intrinsic value of $12,303,982. For the total warrants and stock options outstanding of 9,752,617 as of December 31, 2025, the aggregate intrinsic value was $14,329,214. As of December 31, 2025, there was $6,508,123 of unrecognized compensation cost related to non-vested warrants. The equity-based compensation cost, related to warrants and stock options included as a charge to operating expenses in the Consolidated Statements of Operations for the years ended December 31, 2025 and 2024 were $15,345,687 to be recognized over a weighted-average period of 4.22 years and $12,015,133 to be recognized over a weighted-average period of 5.04 years, respectively.

NOTE 12 – WARRANTS AND STOCK OPTIONS (Continued)

The fair value of the warrants and stock options was estimated using the Black-Scholes-Merton model using the following inputs:

Stock options and warrants are equity classified, not liability classified, and are not remeasured at fair value.

NOTE 13 –INCOME TAXES

The following table sets forth income before taxes:

The following table reconciles the statutory income tax rates to actual rates based on income or loss before income taxes as of December 31, 2025 and 2024:

NOTE 13 – INCOME TAXES (Continued)

Below is a summary of the Company’s deferred tax assets and liabilities:

The Company has federal net operating loss of $58,310,604 and $18,043,321 as of the current and prior year, respectively. All of the federal net operating loss has an indefinite carry forward period.

The Company has various state net operating carry forwards. The determination of the state net operating loss carryforwards is dependent upon apportionment percentages and state laws that can change from year to year and impact the amount of such carryforwards. In general, under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (or the Code), a corporation that undergoes an “ownership change,” generally defined as a greater than 50% change by value in its equity ownership over a three-year period, is subject to limitations on its ability to utilize its pre-change net operating losses (“NOLs”), other tax attribute carryforwards and research and development credit carryforwards to offset future taxable income. Our existing NOLs, other tax attribute carryforwards and research and development credit carryforwards may be subject to limitations arising from previous ownership changes. If we undergo, or are deemed to have previously undergone, an ownership change, our ability to utilize NOLs, other tax attribute carryforwards and research and development credit carryforwards could be limited by Sections 382 and 383 of the Code. Additionally, future changes in our stock ownership, some of which might be beyond our control, could result in an ownership change under Section 382 of the Code. For these reasons, in the event we experience or are deemed to have experienced an “ownership change” for these purposes, we may not be able to utilize a material or even a substantial portion of the NOLs, other tax attribute carryforwards, research and development credit carryforwards, even if we attain profitability. We have not completed a Code Section 382 analysis regarding any limitation on our NOL carryforwards.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. Due primarily to its history of operating losses, the Company is unable to conclude that it is more likely than not that it will realize the benefits of its deferred tax assets. Therefore, the Company provided a valuation allowance against the entire net deferred tax assets during current year, reflecting an increase of $9,959,488. Management does not believe that there are significant uncertain tax positions in the current and prior year. There are no interest and penalties related to uncertain tax positions in the current and prior year.

NOTE 13 – INCOME TAXES (Continued)

The Company is no longer subject to income tax examinations for federal income taxes before 2022 or for states before 2021. Net operating loss carryforwards are subject to examination in the year they are utilized regardless of whether the tax year in which they are generated has been closed by statute. The amount subject to disallowance is limited to the NOL utilized. Therefore, the Company may be subject to examination for prior NOLs generated as such NOLs are utilized. generated as such NOLs are utilized.

NOTE 14 –ACCOUNTS PAYABLE AND ACCRUED EXPENSES

The carrying amounts of accounts payable and accrued expenses approximated their fair values at December 31, 2025 and 2024. Accounts payable at December 31, 2025 and 2024 were $25,129,485 and $7,283,033, respectively, which primarily consisted of payments to vendors for operations including inventory, marketing, professional services, security, and payments for construction of the Company’s future facilities. Accrued expenses at December 31, 2025 and 2024 were $27,847,751 and $3,556,819, respectively, which included accruals of the Company utilities, property taxes, construction related vendors, insurance, purchases, and interest.

Total accrued expenses consists of the following:

NOTE 15 –NNN FIRESUITE LIABILITY

During 2025, the Company entered into arrangements to sell the exclusive use rights to certain luxury concert suites (“Luxe FireSuites”) to third parties and concurrently lease them back for a 15-year term under a triple-net lease structure. Under these agreements, the third-party pays an upfront purchase price for a Luxe FireSuite and the Company (through a subsidiary, as seller-lessee) immediately leases the suite for its own use for 15 years. Monthly lease payments to the buyer/lessor are fixed to yield an 11% annual return on the purchase price, with a 2% escalation each year. The lease is “triple net,” meaning the Company is responsible for all suite-related operating costs (maintenance, insurance, taxes) over the term.

At the end of the 15-year lease term, the buyer/lessor has a one-time option to require the Company to repurchase the Luxe FireSuite rights at a price equal to 150% of the original purchase price (“Lessor Sale Option”). If the buyer/lessor exercises this put option (which expires at lease end), the Company must buy back the suite rights at the agreed price. If the buyer/lessor does not exercise the option, the lease will terminate and the buyer/lessor will retain the ownership of the suite rights going forward (i.e. the buyer/lessor’s rights would continue beyond year 15, and the Company would no longer lease the suite). The repurchase option provides the buyer/lessor with an annual return on its purchase and, as a result, the Company expects that the option will be exercised in most, if not all, cases.

The Company has accounted for these transactions as financing arrangements rather than as a sale. Because the Company did not transfer control of the suites, no revenue or gain has been recognized on the upfront cash proceeds. In substance, the buyer/lessor is providing financing to the Company, with the Luxe FireSuites as collateral. Accordingly, at inception the Company continues to carry the Luxe FireSuite assets on its Consolidated Balance Sheets at their existing carrying amount, and it has recorded the cash proceeds from the buyer/lessor as a long-term financing liability (reported as “NNN firesuite liability”). The Company did not derecognize any of its real estate or equipment as a result of these transactions, since they do not qualify as sales under the applicable accounting guidance.

The monthly payments made by the Company under the leaseback are not recorded as rent expense. These payments represent interest and principal payments on the financing liability. The Company recognizes interest expense on the financing liability over the 15-year term at an effective interest rate that reflects the 11% initial yield and the annual 2% escalations, such that the liability will accrete to the 150% repurchase price by the end of the term.

NOTE 15 – NNN FIRESUITE LIABILITY (Continued)

The financing liability arising from the Luxe FireSuites transactions is included in the Company’s Consolidated Balance Sheets. As of December 31, 2025 and 2024, the balance of the NNN firesuite liability was $31,064,514 and $0, respectively. This reflects the initial proceeds of $30,789,000 received from buyer/lessor and includes $1,327,422 of accreted interest for year ended December 31, 2025. No proceeds were received during the year ended December 31, 2024. For the year ended December 31, 2025, the Company recognized interest expense of $2,111,395 related to the Luxe FireSuites financing, which is included within Interest Expense in the Consolidated Statements of Operations. No interest expense was recognized for the year ended December 31, 2024.

Following is the future maturities of NNN firesuite liability for the year ending December 31,

NOTE 16 –COMMITMENTS AND CONTINGENCIES

From time to time, the Company may become party to litigation and other claims in the ordinary course of business. To the extent that such claims and litigation arise, management provides for them if upon the advice of counsel, losses are determined to be both probable and estimable. In addition, the Company enters into public private partnerships. These partnerships, may require the Company to meet construction timelines. There may be liquidated damage clauses, etc. To the extent that such claims arise, management provides for them if upon the advice of counsel, losses are determined to be both probable and estimable.

NOTE 17 –SUBSEQUENT EVENTS

The Company has evaluated subsequent events through March 31, 2026, and identified the following:

On January 5, 2026, the Company and Aramark entered into an amendment to the LOI (the “LOI Amendment”) whereby Aramark agreed to become the exclusive provider of certain food, beverage, catering, concession, retail, custodial, grounds, and facility maintenance services (collectively, the “Services”) at two additional Company amphitheaters to be constructed in El Paso, TX and the greater Houston, TX area beginning upon the date that each facility opens and ending 10 years from the earliest opening date of the Company’s Broken Arrow, OK or McKinney, TX amphitheaters. In connection with the LOI Amendment, Aramark committed an additional $10,005,000 equity investment in the Company by purchasing a total of 667 additional shares of Series B Preferred Stock. In exchange, the Company agreed to issue (i)333 shares of Series B Preferred Stock for $4.995 million by January 20, 2026, and (ii)334 shares of Series B Preferred Stock for $5.010 million on October 15, 2026.

The Company granted 3,000,000 options to the Chairman and CEO of the Company on January 20, 2026.****

In connection with the Partner Agreement dated November 6, 2025, the Company issued 29,064 shares of Common Stock to the brand ambassador subsequent to December 31, 2025.

NOTE 17 – SUBSEQUENT EVENTS (Continued)

On February 3, 2026, the Company entered into an Assignment of Purchase and Sale Agreement with Hall at Centennial, LLC, a subsidiary of the Company (the “Subsidiary”), and Old Mill, LLC (“Old Mill”). Following such assignment, on February 3, 2026, the Subsidiary closed on the purchase of land in Centennial, Colorado (the “Centennial Property”) from Old Mill pursuant to the Purchase and Sale Agreement. The purchase price of approximately $12,612,000 for the Centennial Property was paid through a combination of cash and a promissory note in the principal amount of approximately $7,758,000, bearing interest at 4.5% per annum, made by the Company in favor of Old Mill. In connection with the closing of the acquisition, the Subsidiary also entered into a bridge loan (the “Loan”) evidenced by a promissory note in the principal amount of $4,350,000, which bears interest at 7.75% per annum and matures in early May 2026. The proceeds of the Loan were used to satisfy the cash closing delivery obligation for the acquisition of the Centennial Property (as well as to pay off Old Mill’s existing loan secured by the Centennial Property and certain outstanding taxes). The Loan was repaid in full in March 2026.

On March 8, 2026, the Company completed a public offering of 14,340,000 shares of common stock (“Common Stock”), and pre-funded warrants to purchase up to 4,410,000 shares of common stock (“Pre-Funded Warrants”), in lieu of shares of common stock, in each case together with accompanying warrants to purchase up to 18,750,000 shares of common stock (“Common Warrants”). The aggregate public offering price for each share of Common Stock, together with one Common Warrant, was $4.00. The aggregate public offering price for each Pre-Funded Warrant, together with one Common Warrant, was $3.999. The Company also granted the underwriters a 45-day option to purchase up to an additional 2,812,500 shares of common stock and/or 2,812,500 Pre-Funded Warrants and/or 2,812,500 Common Warrants to cover any over-allotments in connection with the offering, which the underwriters exercised in full by March 10, 2026. The sale of shares of Common Stock, Pre-Funded Warrants, and accompanying Common Warrants in the offering generated net proceeds to the Company of approximately $80,100,000 million, after deducting the underwriting discounts and commissions and other offering expenses.

The Company sold an additional $2,217,627 in beneficial interests under the offering conducted by Notes CS I DST, LLC offering by March 31, 2026.

In connection with the Partner Agreement dated September 22, 2025, the Company issued 31,328 shares of Common Stock to the brand ambassador subsequent to December 31, 2025.