Venu Holding Corp

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND FOR THE THREE AND SIX MONTHS ENDED

JUNE 30, 2026 AND 2025

(UNAUDITED)

NOTE 1 –ORGANIZATION AND DESCRIPTION OF BUSINESS

Organization

Venu Holding Corporation (“Venu” or the “Company”) is a Colorado corporation formed on March 13, 2017. The Company is a hospitality and entertainment business and 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 subsidiaries and its interests in each (either directly or indirectly through other subsidiaries) are presented below as of June 30, 2026 and December 31, 2025:

Bourbon Brothers Holdings 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 (“BBSTCS”) is the sole owner and operator of the Bourbon Brothers Smokehouse & Tavern (“BBST”) restaurant operations in Colorado Springs, Colorado (such restaurant, “BBST CO”). The restaurant building was leased by BBSTCS from Hospitality Income & Asset, LLC (“HIA”), a majority-owned subsidiary of the Company, whom the Company had a lease with and in which the Company purchased a majority interest in during the year ended December 31, 2022. On June 24, 2026, HIA assigned its lease interests in and lease with BBSTCS to Bourbon Brothers Retail Properties, DST (“BBRP DST”), a wholly owned subsidiary of Venu (refer to Note 5 – Leases for further details).

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, at the Company’s indoor event venue in Colorado Springs, Colorado (“BBP CO”), which became known as “Phil Long Music Hall at Bourbon Brothers” in August 2024. BBP is the sole owner and operator of the BBP CO facility and leased the building from HIA. Pursuant to a Lease Agreement and Assignment and Assumption Agreement dated June 24, 2026, HIA reassigned its lease interests in and lease with BBP to BBRP DST, a wholly owned subsidiary of Venu (refer to Note 5 – Leases for further details). The Company owns 89% of BBP and 100% of its voting control, and it consolidates BBP into its financials.

Bourbon Brothers Smokehouse and Tavern Centennial, LLC (“BBSTCentennial”) is the sole owner and operator of the BBST restaurant the Company plans to develop in Centennial, Colorado (such restaurant, “BBST Centennial”), which is expected to open in mid- to late 2027.

Bourbon Brothers Presents Centennial, LLC (“BBPCentennial”) will operate as the Company’s concert and event venue in Centennial, Colorado (“BBP Centennial”), which is expected to open in mid- to late 2027. BBP Centennial will specialize in producing music concerts as well as other types of live entertainment, including comedy acts and speaking engagements, and the BBP Centennial concert and event venue facility is expected to be utilized for corporate events and weddings.

Bourbon Brothers Smokehouse and Tavern GA LLC (“BBSTGA”) is the sole owner and operator of the BBST restaurant operations in Gainesville, Georgia (such restaurant, “BBST GA”).

Bourbon Brothers Presents GA LLC (“BBPGA”) operates as the Company’s concert and event venue in Gainesville, Georgia (“BBP GA”), specializing in producing music concerts as well as other types of live entertainment, including comedy acts and speaking engagements. Additionally, the BBP GA 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”) serves 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 BP, LLC (“13141 BP”) was acquired by the Company on June 26, 2024. 13141 BP owned the land and buildings that was used in the operations of the Company’s former Notes Eatery restaurant. The Company owned 100% of 13141 BP and 100% of its voting control until 13141 BP’s sale of the land and building to a third party on July 18, 2025. Upon the sale, the Company determined the disposed component did not meet discontinued-operations criteria, and its financial impacts were reported within the normal results of continuing operations (and not segregated below income from continuing operations).

The Sunset Amphitheater LLC (“Sunset”) operates the Company’s amphitheater located in Colorado Springs, Colorado, which opened in August 2024, and is now known as “Ford Amphitheater” pursuant to a naming-rights agreement. The Company owns 14% of this variable interest entity and 100% of its voting control, and it consolidates Sunset into its financials.

Hospitality Income & Asset, LLC (“HIA”) was acquired by the Company on April 1, 2022 and owned the land and buildings used for the operations of the BBST CO restaurant and the BBP CO concert and event venue (such land, the “DST Real Estate”) pursuant to lease arrangements between HIA and each of BBSTCS (with respect to BBST CO) and BBP (with respect to BBP CO). On June 24, 2026, HIA conveyed the DST Real Estate to BBRP DST, a wholly owned subsidiary of Venu, pursuant to a Lease Agreement and Assignment and Assumption Agreement (refer to Note 5 – Leases for further details). The Company owns 99% of HIA and 100% of its voting control, and it consolidates HIA into its financials.

GA HIA, LLC (“GAHIA”) owns the land and buildings that both BBSTGA and BBPGA currently use for their restaurant and music venue operations pursuant to 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 it consolidates GAHIA into its financials.

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

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

Sunset Operations LLC (“Sunset Ops”) is the operating entity that manages the operations of Ford Amphitheater.

Sunset Hospitality Collection LLC (“SHC”) owns the building that is leased to Roth’s Sea and NHC LLC, which opened to the public in early November 2025. The Company, through NLRE, owns 53% of SHC and 100% of its voting control, and it consolidates SHC into its financials.

Notes Hospitality Collection LLC (“NHC LLC”) is the operating entity that manages the venue rentals and 1,200 additional seats of Notes Hospitality Collection (“NHC”), which can be utilized to view the concerts and shows at Ford Amphitheater and opened to the public in November 2025. NHC consists of two premier, configurable hospitality spaces that frame either side of Roth’s Sea & Steak and can be used for hosting corporate events, weddings, trade shows, conventions, and other events.

Sunset at Broken Arrow LLC (“Sunset BA”) will operate as a multi-seasonal, hospitality-focused music amphitheater located in Broken Arrow, Oklahoma to be known as the “Regent Bank Amphitheater,” which broke ground in October 2025 and is expected to open in Fall 2026. The Company, through NLRE, owns 54% of Sunset BA and 100% of its voting control, and it consolidates Sunset BA into its financials.

Sunset Operations at Broken Arrow, LLC (“BAOps”) is the operating entity that manages the operations of the Regent Bank Amphitheater.

Sunset Ground at Broken Arrow, LLC (“BAGround”) owns the land that the Regent Bank Amphitheater is being constructed upon.

Sunset at Mustang Creek LLC (“Sunset MC”) was planned to be a hospitality-focused music amphitheater located in Mustang Creek, Oklahoma. The Company decided not to move forward with operations in this municipality in 2025.

Sunset at McKinney LLC (“Sunset McK”) will operate as a multi-seasonal, hospitality-focused music amphitheater located in McKinney, Texas (“The Sunset McKinney”), which officially broke ground in June 2025 and is expected to open in Q1 2027. The Company, through NLRE, owns 67% of Sunset McK and 100% of its voting control, and it consolidates Sunset McK into its financials.

Sunset Operations at McKinney, LLC (“McKinneyOps”) is the operating entity that manages The Sunset McKinney’s operations.

Sunset Ground at McKinney LLC (“McKGround”) owns the land that The Sunset McKinney is being constructed on.

Sunset at El Paso, LLC (“Sunset EP”) will operate as a multi-seasonal, hospitality-focused music amphitheater located in El Paso, Texas (“The Sunset El Paso”), which broke ground in November 2025 and is expected to open in early 2028. The Company, through NLRE, owns 98% of Sunset EP and 100% of its voting control, and it consolidates Sunset EP into its financials.

Sunset Operations at El Paso LLC (“EPOps”) is the operating entity that manages The Sunset El Paso’s operations.

Sunset Ground at El Paso LLC (“EPGround”) owns the land that The Sunset El Paso will be constructed on.

Polaris Pointe Parking LLC (“PPP”) owned the land for parking at Ford Amphitheater. On October 27, 2025, NLRE conveyed this property to a related party pursuant to a purchase and sale agreement that closed on November 5, 2025 (refer to Note 10 – Equity for further details), and it was then leased back for a 20-year term pursuant to a ground lease agreement (refer to Note 5 – Leases for further details).

Venu Income LLC (“VenuInc”) is an entity created for the purpose of generating revenues from rental income and the sale of concert tickets for the Regent Bank Amphitheater and The Sunset McKinney. The Company owns 94% of VenuInc and 100% of its voting control, and it consolidates VenuInc into its financials.

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

Notes CS I, DST (“the Trust”), a Delaware statutory trust and a now wholly owned subsidiary of the Company, owned the land on which Sunset’s improvements for the Ford Amphitheater are located. On August 22, 2024, NLRE conveyed the 9.41 acres of real property upon which the Ford Amphitheater is located (the “Sunset Property”) to Notes CS I Holdings, LLC, a wholly owned subsidiary of Venu (“Holdings LLC”), and Holdings LLC conveyed the Sunset Property to the Trust in exchange for 100% of the Trust’s beneficial interests.

On June 5, 2026, pursuant to a purchase and sale agreement, the Trust conveyed the Sunset Property and NLRE conveyed an additional 1.1 acres of real property (collectively, including the improvements thereon, the “DST Property”) to a related party of the Company (refer to Note 10 – Equity for further details). The DST Property was then leased back to the Trust under a 25-year ground lease agreement (refer to Note 5 – Leases for further details).

The signatory trustee for the Trust is Notes CS I ST, LLC (“Notes Trustee”), a wholly owned subsidiary of Venu. As the Trust’s signatory trustee, Notes Trustee has the sole power and authority to manage the activities and affairs of the Trust, and to hold legal title to the property held by the Trust. Holdings, LLC previously sold beneficial interests in the Trust to third parties However, pursuant to the Purchase and Sale Agreement dated June 5, 2026, the Trust used a portion of the proceeds from the financing arrangement of the sale of the DST Property to redeem 100% of the beneficial interests in the Trust.

Bourbon Brothers Retail Properties, DST (“BBRP DST”), a Delaware statutory trust, owns the DST Real Estate underlying the BBST CO and the BBP CO facilities, which was conveyed by HIA to BBRP DST pursuant to a Lease Agreement and Assignment and Assumption Agreement on June 24, 2026, in exchange for 100% of the beneficial interests in BBRP DST. The signatory trustee for BBRP DST is Bourbon Brothers Retail Properties ST LLC (“BBRP Trustee”), a wholly owned subsidiary of Venu.

Additional investors that acquire beneficial interests in BBRP DST and become beneficial owners will have no voting rights with respect to the affairs of BBRP DST and will not have legal title to any portion of the property held by BBRP DST. Instead, BBRP Trustee, as BBRP DST’s signatory trustee, has the sole power and authority to manage the activities and affairs of BBRP DST, including the power and authority to sell the property held by BBRP DST and to hold legal title to such property. Under the documents governing BBRP DST, the trust’s beneficial interest holders are entitled to distributions on a pro rata basis of the base rent payments made to BBRP DST from each of BBSTCS (with respect to BBST CO) and BBP (with respect to BBP CO).

Venu LuxeSuite Holdings, LLC (“Luxe”) is an entity that provides real estate investment opportunities to investors through triple-net (“NNN”) lease arrangements, which provide for the sale of use rights and the concurrent lease-back of certain luxury concert suites (each, a “Luxe FireSuite”) at certain of the Company’s Sunset Amphitheater venues. The Company owns 100% of Luxe and 100% of its voting control, and it consolidates Luxe into its financials.

Venu 280, LLC d/b/a Artist 280 (“Artist 280”) was formed, in part, to provide private air and travel services to artists who perform at certain Company venues. The Company owns 100% of Artist 280 and 100% of its voting control, and it consolidates Artist 280 into its financials.

Venu 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 HOU”) will operate as a multi-seasonal, hospitality-focused music amphitheater located in the greater Houston, Texas area (“The Sunset Houston”), which is expected to open in mid-2028. The Company owns 96% of Sunset HOU and 100% of its voting control, and it consolidates Sunset HOU into its financials.

Hall at Centennial LLC (“Hall at Centennial”) owns the land and buildings that will be used for the restaurant and music venue operations of both BBST Centennial and BBP Centennial pursuant to existing lease arrangements. Hall at Centennial is the Colorado-based entity that holds the Company’s Centennial, CO-based assets and operations. The Company owns 82% of this variable interest entity and 100% of its voting control, and it consolidates Hall at Centennial into its financials.

Venu FireSuite Income, LLC (“VenuFSIncome”) was formed to hold lease interests in specified FireSuites at certain of the Company’s venues, and receive from third parties to fund construction costs associated with the Company’s multi-seasonal venues. The Company, through NLRE, owns 100% of VenuFSIncome and 100% of its voting control, and it consolidates VenuFSIncome into its financials.

Sunset at Chattanooga, LLC (“Sunset Chat”) will operate as a multi-seasonal, hospitality-focused music amphitheater located in Chattanooga, Tennessee (“The Sunset Chattanooga”). Construction of The Sunset Chattanooga has not yet begun. The Company owns 100% of Sunset Chat and 100% of its voting control, and it consolidates Sunset Chat into its financials. On May 8, 2026, Sunset Chat entered into a Purchase and Sale Agreement to acquire approximately 15 acres of land located in The Bend in Chattanooga, Tennessee, upon which the Company intends to develop and construct an omni-content, multi-seasonal, 12,500-capacity amphitheater (“The Sunset Chattanooga”). The deposit on the land is currently held in escrow and the Company is negotiating incentives with county, city, and state entities.

Sunset Amphitheater Ground at Chattanooga, LLC (“ChatGround”) owns the land that The Sunset Chattanooga will be constructed on.

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 SEC. The accompanying unaudited condensed financial statements have been prepared by the Company. These statements include all adjustments (consisting only of normal recurring adjustments) which management believes necessary for a fair presentation of the statements and have been prepared on a consistent basis using the accounting policies described in Note 2 Significant Accounting Policies included in the Notes to Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 31, 2026 (the “2025 Annual Report”). Certain financial information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the accompanying disclosures are adequate to make the information presented not misleading. The Notes to Financial Statements included in the 2025 Annual Report should be read in conjunction with the accompanying interim financial statements. The interim operating results for the three and six months ended June 30, 2026 may not be necessarily indicative of the operating results expected for the full year or any future period.

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 its efforts to developing and implementing its business plan, raising capital, opening, planning and operating its restaurants and event venues in Colorado, Georgia, Oklahoma, Texas, and Tennessee. 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 $123,098,229 and $91,454,930 as of June 30, 2026 and December 31, 2025, respectively, and incurred net losses of $34,177,639 and $31,736,344 for the six months ended June 30, 2026 and 2025, respectively. These conditions raised substantial doubt about the Company’s ability to continue as a going concern; however, based on management’s expectations that the Company will 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 from its prior equity offerings, its sale lease-back arrangements, revenues from operating venues and restaurants in Colorado Springs, Colorado and Gainesville, Georgia, on-going sales of interests in Luxe FireSuites, the operations at the Ford Amphitheater campus (including Roth’s Sea & Steak and Brohan’s), the anticipated opening of the Regent Bank Amphitheater in Broken Arrow, Oklahoma in Fall 2026, debt facilities the Company closed on subsequent to June 30, 2026 and expects to close on later in 2026, and potentially other additional capital raising and debt financing transactions or the use of the Company’s at-the-market sales program from time to time will allow the Company to continue its business operations for at least 12 months from the date of this Quarterly Report. Nonetheless, the Company’s continued implementation of its business plan to open under-development venues and 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. If the Company is unable to enter into strategic relationships and 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 subsidiaries, 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 and Variable Interest Entities” for further discussions of the entities that are majority-owned subsidiaries and variable interest entities. Investments for which the Company exercises significant influence but does not have control are accounted for under the equity method. See Note 8 – 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 June 30, 2026, the Company had $1,362,248 of cash and cash equivalents in the form of money market accounts that earned interest income of $181,651 and $309,322 for the three and six months ended June 30, 2026, respectively. 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 $24,293 and $127,486 for the three and six months ended June 30, 2025, respectively. 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 was deemed necessary as of June 30, 2026 and December 31, 2025.

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 is recognized on the Unaudited Condensed 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 Unaudited Condensed Consolidated Statements of Operations as other income. See Note 8 – Investments in Related Parties and Note 15 – 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 are 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.

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 three and six months ended June 30, 2026 and 2025, respectively.

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 June 30, 2026 and December 31, 2025, deferred revenue totaled $1,977,456 and $1,542,564, respectively. As of June 30, 2025 and December 31, 2024, deferred revenue totaled $1,888,889 and $1,528,159, respectively. During the three and six months ended June 30, 2026, the Company recognized $351,787 and $911,264, respectively, in revenue from its deferred revenue balance as of December 31, 2025. During the three and six months ended June 30, 2025, the Company recognized $686,696 and $1,405,418, respectively, in revenue from its deferred revenue balance as of December 31, 2024. There are no refunds or allowance for refunds in accordance with the Company’s reservation policies.

Long-term Licensing Agreement

The Company accounts for suite licensing agreements for NHC and its owners club memberships for the Regent Bank Amphitheater, The Sunset McKinney, and The Sunset Houston as long-term licensing liabilities. The suite licensing agreements for NHC grants the licensee with the exclusive access to a Luxe FireSuite over a 99-year lease term commencing on the date of the first ticketed event. The agreements require a one-time upfront fee of $200,000, which is amortized over 30 years, representing the estimated useful life of the amphitheater and the period over which the licensee is expected to utilize the suite. The amortization of these suite license fees started to be recognized in June 2025 when NHC fully opened its suites in Colorado Springs, Colorado. For the three and six months ended June 30, 2026, the Company recognized rental income totaling $55,833 and $111,667, respectively, from prepaid licenses. For the three and six months ended June 30, 2025, the Company recognized rental income totaling $18,611 and $18,611, respectively, from prepaid licenses.

Each owners club membership for the Regent Bank Amphitheater, The Sunset McKinney, and The Sunset Houston entitles each member to perpetual access to two tickets to a Luxe FireSuite and requires a one-time upfront deposit, ranging from $25,000 to $50,000 under a financing option, or $100,000 to $200,000 for a fully prepaid membership. Members who elect the financing option are required to pay the membership fee in six installments, with the initial deposit of $25,000 or $50,000 due upon execution of the membership agreement, followed by five equal installments of the remaining balance due annually on or before 120 days prior to the first scheduled public event at each of the amphitheaters in each subsequent year from 2026 to 2030. The owners club membership fees are expected to begin amortization for the Regent Bank Amphitheater in Fall 2026, The Sunset McKinney in Q1 2027, and The Sunset Houston in Spring 2028, when these venues are currently projected to open, and continue in perpetuity for the lifetime of the amphitheater.

Operator Agreements

The Company contracted with a subsidiary of the Anschutz Entertainment Group, AEG Presents-Rocky Mountains, LLC (“AEG Presents”), 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(s) by partnering with industry-leading brands under naming-rights agreements. The Company generates net profits that are split with AEG Presents through: (i) ticket sales, fees and rebates on tickets for concerts and events held at Ford Amphitheater; (ii) parking fees; (iii) venue rentals, which may occur for a variety of corporate and personal events; (iv) food and beverage sold at the shows and events; and (v) sponsorship sales, which allow brands to advertise at 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 Presents. In May 2026 the Company and certain of its wholly owned subsidiaries restructured the form of their relationships and arrangements with AEG Presents. In that restructuring the respective parties entered into the following arrangements: (i) a Venue Lease Agreement between SunsetAmp, acting in its capacity as the “Landlord,” and Notes Live Foundation, a non-profit organization operating under the trade name Venu Arts & Culture Foundation (the “Foundation”) and SunsetOps, acting in their capacities as the “Tenants” thereunder; and (ii) a Lease Agreement between the Foundation and SunsetOps, acting in their capacities as the “Landlords,” and AEG Presents, acting in its capacity as the “Tenant” thereunder (such agreements, collectively, the “New Amphitheater Agreements”). Although the New Amphitheater Agreements restructured the form of the contractual relationships among the parties thereto, they substantially preserved the economic and operational terms of prior agreements related to the operation of the Ford Amphitheater. As of June 30, 2026 and December 31, 2025, the Company had a net receivable of $217,334 and $225,822, respectively. There was no allowance for credit losses as the Company believes any receivable balance is fully collectible or will be offset by operating expenses owed by the Company to AEG Presents.

On January 1, 2025, the Company entered into a Multi-Event Incentive Agreement with Live Nation Worldwide, Inc. (“Live Nation”) in connection with the Regent Bank Amphitheater being developed in Broken Arrow, Oklahoma. The agreement provides incentives to Live Nation to book and promote live music concerts, comedy events and other mutually approved entertainment events at the Regent Bank Amphitheater. 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 specified thresholds. The incentive and bonus payments payable to Live Nation will begin when the first event is held at the Regent Bank Amphitheater, which is anticipated to open in Fall 2026.

On December 10, 2025, the Company entered into an Operator Agreement with Live Nation to lease the premises on which The Sunset McKinney amphitheater is being developed in McKinney, Texas. The 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 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.

NNN FireSuite Liability

The Company accounts for its NNN FireSuite transactions as financing arrangements rather than as sales of equity interests. Because the Company does not transfer control of the suites, no revenue or gain is recognized on the upfront cash proceeds. In substance, the buyer/lessor provides financing to the Company, with the Luxe FireSuite as collateral. Accordingly, at inception, the Company continues to carry the Luxe FireSuite assets on its Unaudited Condensed Consolidated Balance Sheets at their existing carrying amount and records the cash proceeds from the buyer/lessor as a long-term financing liability (reported as “NNN firesuite liability”). The Company does 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.

Leases

Operating and Finance Leases

The Company accounts for its leases in accordance with ASC 842,Leases (“ASC 842”). Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded in the Unaudited Condensed 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 reasonably certain 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.

Sale-Leaseback Arrangements

For sale-leaseback arrangements, the Company evaluates whether the arrangement qualifies as a sale and leaseback under ASC 842. If the arrangement qualifies as a sale, then the Company derecognizes the asset, recognizes any resulting gain or loss on the sale, and accounts for the lease based on its classification under ASC 842. If the arrangement does not qualify as a sale, the Company evaluates whether the transaction should be accounted for as a financing arrangement. In such cases, the asset is not derecognized and, accordingly, no gain or loss is recognized on the transfer. The net consideration received is recorded as a financing liability, measured based on the relative fair value allocation of proceeds using the present value of the fixed payments over the financing term, including any renewal options that are reasonably certain to be exercised, at the rate implicit in the lease. The Company allocates each lease payment between interest expense and a reduction of the financing liability using an imputed interest rate. The Company does not recognize lease expense or a right-of-use asset during the financing period, because the arrangement is accounted for as a financing transaction rather than a lease. The underlying asset remains on the Company’s balance sheet and the Company continues to evaluate the asset for impairment throughout the term of the financing arrangement.

Advertising Expenses

Advertising costs are expensed as incurred and included in operating expenses in the accompanying Unaudited Condensed Consolidated Statements of Operations. Total advertising expenses were $3,635,988 and $4,847,091 for the three and six months ended June 30, 2026 and $1,526,311 and $3,020,767 for the three and six months ended June 30, 2025, 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 Unaudited Condensed 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 were $281,540 and $383,008 for the three and six months ended June 30, 2026 and $1,248,449 and $1,890,061 for the three and six months ended June 30, 2025, respectively. These costs are included in interest expense in the accompanying Unaudited Condensed Consolidated Statements of Operations.

Equity Compensation

The Company recognizes equity 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, over a specified period, or upon the achievement of certain market performance conditions. 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.

Equity Awards with Market Performance Conditions

The fair value and derived service period of performance-based awards granted with market performance conditions are estimated on the grant date using a Monte Carlo simulation model. A Monte Carlo simulation model requires inputs such as the risk-free interest rate, expected award term, and expected share price volatility. These inputs, which are subjective and generally require significant judgment, are unique to each award based on the best available information at the valuation date. For such awards, equity-based compensation is recognized straight-line over the derived service period, which is the median period over which each individual market performance milestone is achieved. Equity-based compensation expense will continue to be recognized over the expected achievement period for the market performance milestone as the service condition continues to be satisfied, unless the market performance milestone is achieved earlier than its expected achievement period, in which a cumulative expense adjustment would be recognized for the remaining portion of unrecognized equity-based compensation.

Sale of Subsidiary Class B and Class C Units

The Company accounts for the sale of Class B and Class C non-voting units through its subsidiary companies as permanent equity. Holders of Class B and Class C non-voting units are granted exclusive access to designated Luxe FireSuites at the Sunset Amphitheaters located in Broken Arrow, El Paso, McKinney, and Houston. Purchasers are required to pay either a cash deposit upfront or make a cash deposit under a 20-year financing arrangement.

Income Taxes

The Company is subject to federal and state income taxes. A proportional share of the Company’s subsidiaries’ provisions is 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, while the Company’s subsidiaries (except for Notes CS I, DST) are limited liability companies (“LLCs”) that have elected to be taxed as partnerships. As LLCs, management believes that these subsidiaries are not subject to income taxes, and such taxes are the responsibility of the respective members. The subsidiary 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 Unaudited Condensed Consolidated Statements of Operations. The net income (loss) attributable to NCIs is classified in the Unaudited Condensed 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. The VIEs meet or will meet the definition of a business once open for operations and each 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. The VIEs exist for the Company’s operations and purposes. The Company is the sole manager of the legal entity and operating manager of the 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 each 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 each VIE.

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 Unaudited Condensed 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 VIEs that the Company has 100% voting control of.

During 2025, the Company bought 5,100,000 membership units of SHC. This purchase transaction did not result in a change in control of SHC. In June 2026, the Company, through the Trust, redeemed 100% of the beneficial interests in the Trust, and the Trust ceased to have any third-party interest holders. This transaction did not result in a change in control of the Trust.

The following table shows the classification and carrying value of assets and liabilities of consolidated VIEs as of June 30, 2026:

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

The following table is a summary of the Company’s non-controlling interests for the three and six months ended June 30, 2026 and 2025:

Revision of Non-Controlling Interest Presentation in Previously Issued Financial Statements

The Company revised the presentation of subsidiary issuance of shares, net of Venu contributions, to properly reflect the allocation between NCI and additional paid-in capital within consolidated equity. As a result, NCI increased and additional paid-in capital decreased by $20,864,007 in the Consolidated Statements of Changes in Stockholders’ Equity for the year ended December 31, 2025. This revision had no impact on total consolidated equity.

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 its 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.

In December 2025, the FASB issued ASU No. 2025-10,Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities(“ASU No. 2025-10”), which establishes authoritative guidance for accounting for government grants received by business entities. Under the new guidance, a government grant is not recognized until it is probable that the Company will comply with the conditions attached to the grant and the grant will be received, and recognition guidance is met. A grant related to an asset is recognized on the balance sheet as the Company incurs the related costs for which the grant is intended to compensate. ASU No. 2025-10 is effective for annual reporting periods beginning after December 15, 2028, with early adoption permitted. Adoption of this ASU can be applied on a modified prospective approach, a modified retrospective approach, or a retrospective approach. The Company is currently evaluating the impact of adopting the standard on its consolidated financial statements.

Reclassifications for Presentation

Certain prior year amounts have been reclassified to conform to the current year presentation. In the Unaudited Condensed Consolidated Statements of Cash Flows included in the 2025 Annual Report, the Company reclassified $100,000 of equity-based compensation to equity issued for services. These reclassifications will be applied consistently in the Company’s upcoming quarterly and annual filings.

NOTE 3 –PROPERTY AND EQUIPMENT

Property and equipment, net, were as follows:

Depreciation and amortization expenses relating to property and equipment for the three and six months ended June 30, 2026 were $2,384,051 and $4,743,163, respectively. Depreciation and amortization expenses relating to property and equipment for the three and six months ended June 30, 2025 were $1,357,281 and $2,715,965, respectively.

NOTE 4 -INTANGIBLES

Intangible assets subject to amortization consist of the following:

NOTE 4 - INTANGIBLES (Continued)

The intangible naming rights asset was put into use in 2023. Amortization expense relating to the intangible assets for the three and six months ended June 30, 2026 were $16,680 and $33,360, respectively. Amortization expense relating to the intangible assets for the three and six months ended June 30, 2025 were $16,680 and $33,360, respectively. The estimated amortization expense for the twelve months ended June 30, 2027 and thereafter is as follows:

NOTE 5 –LEASES

Operating Leases

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

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

On June 24, 2026, HIA entered into a Lease Agreement and Assignment and Assumption Agreement (the “Assignment Agreement”), pursuant to which HIA reassigned its lease interests in and leases with BBSTCS and BBP (the “Tenants”) to BBRP DST (the “DST Landlord”), a wholly owned subsidiary of Venu. The Assignment Agreement has no impact on the Company’s unaudited condensed consolidated financial statements. It is expected that third parties will purchase and be issued beneficial interests in DST Landlord. Beginning July 1, 2026, and subject to 100% of thebeneficial interests in BBRP DST being owned by beneficial holders, annual base rent payable by BBP for the BBP CO concert and event venue is initially $693,000 and escalates by 2.0% annually beginning July 1, 2027, and annual base rent payable by BBSTCS for the BBST CO restaurant is initially $1,213,308 and escalates by 2.0% annually beginning July 1, 2027. As of June 30, 2026, no beneficial interests in BBRP DST had been sold. Any rental income and expense recognized between the DST Landlord and the Tenants will be considered intercompany transactions and eliminated upon consolidation.

Sale-Leaseback Arrangements

On November 5, 2025, the Company, through its wholly owned subsidiary NLRE, closed on a sale-leaseback arrangement, pursuant to which it sold the 5.5 acres of land owned by PPP used for parking for Ford Amphitheater (such land, together with improvements thereon, the “Property”) to a related party (the “Landlord”) and concurrently entered into a ground lease agreement with the Landlord to lease the Property for a 20-year term under an 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. This transaction qualifies as a sale under ASC 842 and the lease is accounted based on the guidance for operating leases.

On June 5, 2026, the Company, through the Trust, completed a sale-leaseback arrangement, pursuant to which it transferred the DST Property to a related party of the Company (the “DST Buyer” or “DST Landlord”) and concurrently entered into a ground lease agreement with the DST Landlord to lease the DST Property for a 25-year term under an NNN lease structure with an option to re-purchase the DST Property at any time during the 20-year period following the closing date at a fixed price. The DST Landlord is co-owned by a significant shareholder of the Company and the Company’s Chairman and CEO. Annual base rent is initially $4,224,500 and escalates by 10% each year beginning on June 5, 2027. This transaction does not qualify as a sale under ASC 842 and the lease is accounted for as a financing arrangement that is presented in the Unaudited Condensed Consolidated Balance Sheets as a lease financing liability.

NOTE 5 –LEASES (Continued)

The transaction provided $49,700,000 of consideration, of which $41,718,113 was allocated to the financing liability and $7,981,887 was allocated to warrants issued in the transaction (refer to Note 10 – Equity for further details). The $7,981,887 allocated to warrants represents a discount on the financing liability that is recognized as interest expense over the financing term under the effective-interest method. Interest expense related to the financing arrangement was $341,243 and $341,243 for the three and six months ended June 30, 2026, respectively. No interest expense was recognized for the three and six months ended June 30, 2025.

Total rent expense for operating leases including short-term leases and variable costs was $513,855 and $1,023,119 for the three and six months ended June 30, 2026, respectively. Total rent expense for operating leases including short-term leases and variable costs was $468,252 and $881,472 for the three and six months ended June 30, 2025, respectively. Total cash paid for rent expense for operating leases was $365,656 and $731,897 for the three and six months ended June 30, 2026, respectively. Total cash paid for rent expense for operating leases was $114,275 and $234,873 for the three and six months ended June 30, 2025, respectively.

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 5 –LEASES (Continued)

The future minimum lease payments of lease financing liabilities are as follows:

NOTE 6 –PROMISSORY NOTES RECEIVABLE

Note Receivable – Related Party

In connection with the sale-leaseback arrangement of the DST Property on June 5, 2026 (as described in Note 5 – Leases), the $49,700,000 consideration was funded through a combination of a $29,820,000 cash payment at closing, financed by the proceeds of a bank loan with the DST Buyer and a $19,880,000 promissory note issued by the DST Buyer in favor of the Trust (the “DST Note”). The DST Note is secured by a purchase money deed of trust on the DST Property, bears interest at 4.87% per annum, and requires annual interest-only payments beginning June 1, 2027, with the outstanding principal balance due on June 1, 2046. As of June 30, 2026, the DST Note had an outstanding balance of $19,880,000. During the three and six months ended June 30, 2026, the Trust recognized interest income of $80,680 and $80,680, respectively.

NNN FireSuite Promissory Notes Receivable

In April 2026, the Company initiated an arrangement to sell the exclusive use rights to Luxe FireSuites at the Sunset Amphitheaters in Broken Arrow, Oklahoma and El Paso, Houston, and McKinney, Texas to third parties and concurrently lease them back under a NNN lease structure. Under these agreements, the third-party pays an upfront purchase price or a cash deposit under afinancing option over 20 years for a Luxe FireSuite and the Company immediately leases the suite for its own use for 15 years.

Under the financing option, the Company recognizes a promissory note receivable for the amount financed. The promissory note receivable bears interest at 11.0% per annum beginning on the effective date of the Luxe FireSuite NNN lease agreement (the “Effective Date”). Monthly principal and interest payments are due on the first day of each calendar month following the Effective Date and continue until the outstanding principal balance and accrued interest are fully repaid. Payments are applied first to accrued and unpaid interest and thereafter to outstanding principal. The promissory note receivable matures on the twentieth anniversary of the date of the promissory note receivable agreement. As of June 30, 2026, the Company had $7,557,354 of outstanding promissory notes receivable related to these arrangements. During the three and six months ended June 30, 2026, the Company recognized $29,570 and $29,570 of interest income, respectively, related to these promissory note receivables.

NOTE 6 – PROMISSORY NOTES RECEIVABLE (Continued)

The Company has not recorded an allowance for credit losses as the buyer/lessor’s payment obligations under the promissory notes are expected to be settled through reductions in their monthly distributions or, if the buyer/lessor exercises the put option, from the Lessor Repurchase Price payable under the NNN lease agreements, as described in Note 16 – NNN FireSuite Liability.

NOTE 7 –INVESTMENTS

On January 13, 2025, the Company entered into a Stock Purchase Agreement (the “SPA”) pursuant to which it purchased shares of Series A Preferred Stock of FL101, Inc. d/b/a EIGHT Brewing (“FL101”) in consideration for a cash investment of $1,999,999. FL101 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 (the “Preferred Stock”), designated as “Series A Preferred Stock.” The Company was a minority investor in this entity. On April 17, 2026, the Company entered into a Stock Transfer Agreement (the “Transfer Agreement”) with the Foundation. Pursuant to the Transfer Agreement, the Company donated all of its shares of Series A Preferred Stock of FL101 to the Foundation. This investment was carried at cost and reviewed at each balance sheet date for impairment. No impairment was recorded during the period from January 1, 2026 through April 27, 2026 and the three and six months ended June 30, 2025.

NOTE 8 –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 Unaudited Condensed 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 six months ended June 30, 2026 and the year ended December 31, 2025 is as follows:

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 used for working capital purposes. Interest accrues at the rate of 3.75% per annum and monthly payments of interest only in the amount of $2,437 commenced in October 2022. The EIDL Loan matures 30 years from the date of the note agreement, at which time all remaining unpaid principal and interest are due. The Company’s Chairman and CEO, personally guarantees this loan agreement. As of June 30, 2026 and December 31, 2025, the principal balance of $500,000 remains outstanding.

Bank Loans and Promissory Notes

On April 1, 2022, the Company purchased the majority of the 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 June 30, 2026 and December 31, 2025 was $2,973,656 and $3,064,903, respectively. This mortgage is collateralized by the BBSTCO and BBP land and buildings.

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 June 30, 2026 and December 31, 2025 was $3,957,336 and $4,037,281, respectively. This mortgage is collateralized by the BBSTGA and BBPGA land and buildings. This mortgage is personally guaranteed by the Company’s Chairman and CEO.

In April 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 plans to 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 is developing the Sunset Amphitheater in McKinney, Texas, pursuant to the Chapter 380, Grant, and Development Agreement (the “McKinney Agreement”) 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 the Company’s Chairman and CEO, 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 a 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 $6,000,000. Subject to the terms and conditions of the Credit Agreement, on the Conversion Date (as defined) 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 June 30, 2026 and December 31, 2025 was $5,936,794 and $5,937,119, respectively. This mortgage is collateralized by the SHC land and buildings. This mortgage is personally guaranteed by the Company’s Chairman and CEO.

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 June 30, 2026 and December 31, 2025 was $11,771,755 and $11,928,956, respectively. The Loan is personally guaranteed by the Company’s Chairman and CEO, up to $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 the Company’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 Common Stock at an exercise price of $12.50 per share.

On April 4, 2025, the Company issued two convertible promissory notes having an aggregate principal amount of $6,000,000, with a maturity date three years from the date of issuance. The interest rate is 12% per annum and paid quarterly in cash or shares of the Company’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 Common Stock at an exercise price of $12.50 per share

On May 6, 2025, the Company issued two convertible promissory notes having an aggregate principal amount of $6,000,000, with a maturity date three years from the date of issuance. The interest rate is 12% per annum and paid quarterly in cash or shares of the Company’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 Common Stock at an exercise price of $12.50 per share.

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

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.

On February 3, 2026, the Company entered into an Assignment of Purchase and Sale Agreement with Hall at Centennial, LLC, a subsidiary of the Company (“Hall at Centennial”), and Old Mill, LLC (“Old Mill”), which is partially owned by a Board member of the Company, pursuant to which the Company assigned to Hall at Centennial its right, title, and interest in a Purchase and Sale Agreement that it had entered into with Old Mill in April 2025, which contemplated the Company’s acquisition from Old Mill of certain real property in Centennial, Colorado (the “Centennial Property”). Following such assignment, on February 3, 2026, Hall at Centennial closed on the purchase of 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 (the “Old Mill Note”). The Old Mill Note bears interest at 4.5% per annum and matures February 1, 2027. Interest accrues during the first six months and becomes due and payable on August 1, 2026, in cash or shares of Common Stock. See Note 17 – Subsequent Events for payment details.

In connection with the closing of the acquisition of the Centennial Property, Hall at Centennial also entered into a bridge loan (the “Loan”) evidenced by a promissory note in the principal amount of $4,350,000, which bore interest at 7.75% per annum and was to mature 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.

Total debt consists of the following:

Following are the future maturities of total debt for the twelve months ending June 30,

NOTE 10 –EQUITY

Stockholders’ Equity

Preferred Stock

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 (“Aramark”), 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 January 5, 2026, the Company and Aramark entered into an amendment to a binding letter of intent originally entered into in June 2025 (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 to 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 issued, or will issue (i)333 shares of Series B Preferred Stock for $4.995 million on January 20, 2026, and (ii)334 shares of Series B Preferred Stock for $5.010 million on October 15, 2026. On January 6, 2026, the Company filed an amendment to the Certificate of Designation, Preferences, and Rights of the Series B Preferred Stock with the Colorado Secretary of State (the “COD Amendment”) for the sole purpose of increasing the number of shares of preferred stock designated as Series B Preferred Stock from 675 shares to 1,342 shares, thereby allowing the Company to issue the additional 667 shares of Series B Preferred Stock to Aramark. The COD Amendment did not alter or effect the rights, preferences, powers, and restrictions of the Series B Preferred Stock. On January 6, 2026, the Company and Aramark entered into an agreement for the purchase and sale of those additional shares of Series B Preferred Stock.

Common Stock

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 Common Stock in consideration for services rendered to the Company.

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

On June 3, 2025, the Company issued 1,007,292 shares of Common Stock in full satisfaction of obligations owed under a promissory note originally issued to KWO, LLC in January 2024.

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 September 22, 2025, 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 91st 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. During the three and six months ended June 30, 2026, the Company made cash payments totaling $62,500 and $62,500 and issued 31,328 and 69,438 shares of Common Stock, respectively.

On October 28, 2025, the Company’s shareholders approved an amendment to the Company’s Amended and Restated 2023 Omnibus Incentive Compensation Plan (the “2023 Plan”) to increase the number of shares of the Company’s Common Stock from 2,500,000 shares to 7,500,000 shares.

On November 6, 2025, 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. During the three and six months ended June 30, 2026, the Company made cash payments totaling $0 and $62,500 and issued 29,064 and 75,475 shares of Common Stock, respectively.

On November 18, 2025, the Board of Directors authorized the repurchase of up to $10,000,000 of outstanding shares of the Company’s Common Stock (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.

Class B Common Stock

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.

Public and Private Offerings

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 of Common Stock at a price of $16.00 per share, generating gross proceeds of $1,000,000.

On March 10, 2026, the Company closed a public offering of 14,340,000 shares of Common Stock , and pre-funded warrants to purchase up to 4,410,000 shares of Common Stock (“Pre-Funded Warrants”), in lieu of shares of Common Stock, in each case together with accompanying warrants exercisable for a five year term to purchase up to 18,750,000 shares of Common Stock at $5.00 per share (“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 (including from the exercises of the over-allotment option) in the offering generated net proceeds to the Company of approximately $80.1 million, after deducting the underwriting discounts and commissions and other offering expenses.

ATM Program

On June 12, 2026, the Company entered into an ATM Sales Agreement (the “Sales Agreement”) with ThinkEquity LLC as the Company’s sole sales agent (the “Sales Agent”) with respect to the at-the-market offering (the “ATM Offering”) of shares of Venu’s Common Stock having an aggregate offering price of up to $25,000,000. Although the Company may determine the timing and amount of any sales of Common Stock under the Sales Agreement, the Sales Agreement does not obligate the Company or the Sales Agent to sell or buy any shares of Common Stock thereunder. During the three and six months ended June 30, 2026, the Company sold an aggregate of 1,337,184 shares of Common Stock in the ATM Offering, generating net proceeds of approximately $3.8 million.

Treasury Stock

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 $5.00 per share.

On October 27, 2025, NLRE, a wholly owned subsidiary of the Company, entered into a real estate purchase and sale agreement with a related party (the “Purchaser”) to convey the land owned by PPP used for parking at Ford Amphitheater for a purchase price of $14,000,000. The Company received $7,600,000 in cash and 476,190 shares of its Common Stock from the Purchaser (all of which were retired into treasury), 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 (the closing date of the sale), resulting in a gain on sale of $6,608,315. NLRE also entered into a ground lease agreement on November 5, 2025 to concurrently lease the property back from the Purchaser for a 20-year term (refer to Note 5 – Leases for further details regarding this lease).

Concurrently with the sale-leaseback arrangement of the DST Property on June 5, 2026, the Company entered into a Stock Transfer Agreement with a related party (the “Transferor”), pursuant to which the Transferor agreed to transfer shares of the Company’s Common Stock to the Company with an aggregate value of approximately $10,000,000 (such shares, the “Transferred Shares”; such value, the “Transferred Shares Value”). The Transferred Shares Value was determined based on the volume weighted average price per share during the preceding thirty days during which the NYSE American was open. On June 5, 2026 and June 8, 2026, the Transferor transferred an aggregate of 2,638,522 shares of Common Stock to the Company in exchange for a purchase price equal to the Transferred Shares Value, which was funded using a portion of the proceeds from the sale-leaseback arrangement. The Company retired the Transferred Shares into treasury.

As of June 30, 2026 and December 31, 2025, the Company repurchased a total of 3,390,957 and 752,435 shares of treasury stock (which includes shares of Common Stock and Class B Common Stock), respectively.

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 three and six months ended June 30, 2026 and 2025, the assumed conversion of the Series B Preferred Stock was anti-dilutive and excluded in the diluted EPS computation. As of June 30, 2026 and December 31, 2025, Series B Preferred Stock dividends accrued were $524,625 and $223,875, respectively.

NOTE 11 – EARNINGS PER SHARE (Continued)

The following table sets forth the calculation of earnings per share, with no dividends declared yet, for the three and six months ended June 30, 2026 and 2025, as presented in the accompanying Unaudited Condensed Consolidated Statements of Operations:

For the Three Months Ended June 30, 2026

For the Six Months Ended June 30, 2026

For the Three Months Ended June 30, 2025

For the Six Months Ended June 30, 2025

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 2023 Plan. Under the 2023 Plan, a total of 7,500,000 shares of the Company’s Common Stock are 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.

Following is a summary of the warrant and stock options activities during the three and six months ended June 30, 2026 and 2025:

During the six months ended June 30, 2026, the Company issued and / or granted a total of 34,443,250 warrants and stock options, with (i) warrants exercisable to acquire 5,000,000 shares of Common Stock issued under the terms of the transaction documents for the June 2026 sale lease-back transaction involving the DST Property, (ii)21,562,500 common warrants and 4,410,000 pre-funded warrants issued as part of the March 2026 offering to finance the construction of multi-seasonal amphitheaters, and (iii)3,470,750 stock options granted to employees and directors.

During the six months ended June 30, 2025, the Company issued and / or granted a total of 4,297,500 warrants and stock options with (i)2,500,000 stock options granted to JW Roth and a significant shareholder of the Company in connection with the closing upon the real property in McKinney, (ii)900,000 warrants issued to investors as part of the convertible promissory note offering effected in the six months ended June 30, 2025, (iii) an additional 465,000 in total warrants and options for contributed services and (iv)432,500 to employees and directors.

As of June 30, 2026, there was a total of 39,492,927 warrants and stock options exercisable with an aggregate intrinsic value of $875,475. For the total warrants and stock options outstanding of 44,180,367 as of June 30, 2026, the aggregate intrinsic value was $880,362. As of June 30, 2026, there was $12,524,647 of unrecognized compensation cost related to non-vested warrants.

NOTE 12 – WARRANTS AND STOCK OPTIONS (Continued)

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, are included as a charge to operating expenses in the Unaudited Condensed Consolidated Statements of Operations. The equity-based compensation cost totaled $1,782,521 and $3,738,453 for the three and six months ended June 30, 2026, respectively, and $1,883,762 and $13,224,382 for the three and six months ended June 30, 2025, respectively. As of June 30, 2026 and 2025, the equity-based compensation cost is expected to be recognized over a weighted-average period of 4.87 years and 4.63 years, respectively.

Monte Carlo Stock Options

On January 20, 2026, the Board of Directors approved the grant of 3,000,000 stock options to the Company’s Chairman and CEO. The stock options become exercisable only upon the Company’s Common Stock achieving certain price milestones within five years of the date of grant. If, at any time prior to January 30, 2031, the closing sales price of the Company’s Common Stock (as reported on the NYSE American (or other stock exchange or principal trading market where the Company’s Common Stock is then listed or quoted)) achieves the following thresholds a portion of the options will vest based on the following schedule. Once vesting occurs for each tranche of 1,000,000 options, such tranche will be exercisable forfive years from the date of vesting.

Fair Value Assumptions

We estimate the fair value of warrants and stock options with service conditions on the grant date using the Black-Scholes-Merton model. The weighted-average assumptions used in the Black-Scholes-Merton model are as follows:

NOTE 12 – WARRANTS AND STOCK OPTIONS (Continued)

We estimate the fair value of stock options with market performance conditions on the grant date using the Monte Carlo simulation model. The weighted-average assumptions used in the Monte Carlo model are as follows:

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

NOTE 13 –ACCOUNTS PAYABLE AND ACCRUED EXPENSES

The carrying amounts of accounts payable and accrued expenses approximated their fair values at the balance sheet dates. Accounts payable at June 30, 2026 and December 31, 2025 were $59,635,351 and $25,129,485, 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 June 30, 2026 and December 31, 2025 were $6,620,210 and $27,847,751, respectively, which included accruals of general operating expenses, property and sales taxes, interest accrued on long-term debt and NNN firesuite liability, and construction costs related to future venues.

Total accrued expenses consist of the following:

NOTE 14 –NNN FIRESUITE LIABILITY

NNN Luxe FireSuite Real Estate Offering (“Cash Purchase”)

During 2025, the Company entered into arrangements to sell the exclusive use rights to Luxe FireSuites to third parties and concurrently lease them back for a 15-year term under a NNN 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.

NOTE 14 – NNN FIRESUITE LIABILITY (Continued)

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 will continue beyond year 15, and the Company will 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 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. The financing liability arising from the Luxe FireSuite transactions is included in the Company’s Unaudited Condensed Consolidated Balance Sheets. As of June 30, 2026, the balance of the NNN firesuite liability was $39,159,131, which reflects initial proceeds of $38,277,000 received from the buyer/lessor and includes $317,870 and $606,617 of accreted interest for the three and six months ended June 30, 2026, respectively. As of December 31, 2025, the balance of the NNN firesuite liability was $31,064,514, which reflects initial proceeds of $30,789,000 received from the buyers/lessors. There wasno accreted interest for the three and six months ended June 30, 2025. For the three and six months ended June 30, 2026, the Company recognized interest expense of $3,050,536 and $5,217,516, respectively, related to the Luxe FireSuites financing, which is included within Interest Expense in the Unaudited Condensed Consolidated Statements of Operations. There wasno Interest Expense recognized for the three and six months ended June 30, 2025.

NNN Luxe FireSuite Real Estate Offering with Financing Option (“Finance Purchase”)

In April 2026, the Company launched initiated a new arrangement to sell the exclusive use rights to Luxe FireSuites at the Sunset Amphitheaters in Broken Arrow, Oklahoma and El Paso, Houston, and McKinney, Texas to third parties and concurrently lease them back under a NNN lease structure. Under these agreements, the third-party pays an upfront purchase price or a cash deposit under a financing option over 20 years for a Luxe FireSuite and the Company 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, and the buyer/lessor’s monthly payment obligations under the NNN promissory notes are settled through reductions in their monthly distributions.

The buyer/lessor has a one-time option at the end of 5, 10, or 15 years to require the Company to repurchase the Luxe FireSuite rights at a price equal to 115%, 125%, or 150%, respectively, of the original purchase price (the “Lessor Repurchase Price”). If the buyer/lessor exercises this put option at the end of each respective period, the Company must repurchase the suite rights at the agreed price, with the Lessor Repurchase Price settled against the remaining outstanding NNN promissory notes receivable balance (see Note 6 – Promissory Notes Receivable for further details). If the buyer/lessor does not exercise the option, the lease will terminate at the end of 15 years, and the buyer/lessor will retain ownership of the suite rights going forward.

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 Lessor Repurchase Price by the end of the term. The financing liability arising from the Luxe FireSuite transactions is included in the Company’s Unaudited Condensed Consolidated Balance Sheets. As of June 30, 2026, the balance of the NNN firesuite liability was $19,630,392, which reflects initial proceeds of $19,537,000 received from the buyer/lessor, net of $542,646 of principal repayments, and includes $93,392 and $93,392 of accreted interest for the three and six months ended June 30, 2026, respectively. As of December 31, 2025, the balance of the NNN firesuite liability was $0 and, accordingly, no proceeds from the buyer/lessor, accreted interest, and interest expense were recognized.

NOTE 14 – NNN FIRESUITE LIABILITY (Continued)

Following is the future maturities of the NNN firesuite liability for the twelve months ending June 30,

NOTE 15 –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 a significant equity holder of Roth Industries. Mitchell Roth, a member of the Company’s Board of Directors, is also the CEO, President, and a significant equity holder of Roth Industries. Certain of the Company’s other 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 recognizes licensing fees from Roth Industries for Roth Industries’ licensing use of the Bourbon Brothers brand in grocery products since the Company holds the exclusive license to use the brand. Licensing fee income recognized was $32,500 and $65,000 during the three and six months ended June 30, 2026, respectively. Licensing fee income recognized was $35,000 and $70,000 during the three and six months ended June 30, 2025, respectively. The Company had $302,500 and $237,500 in receivables from Roth Industries as of June 30, 2026 and December 31, 2025, respectively. The amounts received were recorded in other income in the Unaudited Condensed Consolidated Statements of Operations and the amounts receivable included in other receivables as prepaid expenses and other current assets in the Unaudited Condensed Consolidated Balance Sheets.

The Company invested in Culinova, Inc. (formerly known as Innovate CPG, Inc.) for a total of 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. on the same terms as other equity holders of Roth Industries. The Company’s Chairman and CEO is a director of Culinova, Inc., and Mitchell Roth, a director of the Company, is the Chairman and CEO of Culinova, Inc. Certain of the Company’s other 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.

On June 26, 2024, the Company purchased the land and building of 13141 BP for a total purchase price of $2,761,000. 13141 BP sold the land and building to a third party on July 18, 2025, at which time the Company determined the disposed component did not meet discontinued-operations criteria and its financial impacts were 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 and 2026, the Company entered into several lease, debt and equity transactions with related parties, including a significant shareholder of the Company and the Company’s Chairman and CEO. These include ground lease agreements (refer to Note 5 – Leases for further details), convertible debt agreements (refer to Note 9 – Debt for further details), and an issuance of shares of the Company’s common stock and warrants (refer to Note 10 – Equity for further details).

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 August 14, 2026, and identified the following:

On July 14, 2026, the Company, through one of its subsidiaries, entered into a Consulting and Management Agreement with Legends Global Theater Management, LLC (“Legends”) in connection with the Regent Bank Amphitheater being developed in Broken Arrow, Oklahoma. Under this agreement, Legends will provide pre-opening advisory services and will book and promote live music concerts, comedy events and other mutually approved entertainment events at the Regent Bank Amphitheater in exchange for a fixed monthly pre-opening advisory fee; a monthly management fee consisting of the greater of a fixed annual fee or a fixed percentage of adjusted gross income, less specified event-related costs; an annual incentive fee upon achievement of mutually agreed key performance indicators; and monthly commissions related to food-and-beverage revenues.

On July 17, 2026, for the purpose of funding construction costs for its in-development amphitheater projects, the Company, together with certain of its subsidiaries named as guarantors, entered into a Secured Promissory Note and Guaranty Agreement (the “Note”) with Ryan, LLC (the “Lender”), pursuant to which the Lender provided the Company with a secured, short-term bridge loan (the “Bridge Loan”) in the principal amount of $20,000,000 plus up to $500,000 to cover certain of the Lender’s third-party fees, costs, and expenses incurred in negotiating the Note. The term of the Bridge Loan is 90 days from July 17, 2026, and the Bridge Loan bears interest at 18.0% per annum. The Bridge Loan is personally guaranteed by the Company’s Chairman and CEO.

In July 2026, the Company granted 200,000 stock options to a director of the Company,250,000 stock options to an advisor to the Company’s CEO and a director nominee for election to the Company’s Board of Directors at the Company’s upcoming annual meeting of shareholders (the “Annual Meeting”), and 300,000 stock options to an officer of the Company (subject to shareholder approval at the Annual Meeting of a proposed amendment to the 2023 Plan to increase the number of shares of Common Stock reserved for issuance under the 2023 Plan).

In connection with the Partner Agreement dated November 6, 2025 that the Company entered into with one of its brand ambassadors, the Company issued 77,479 shares of Common Stock to the brand ambassador in August 2026.

Pursuant to the Old Mill Note dated February 3, 2026, the Company elected to satisfy the first six months of accrued interest payable to Old Mill in the form of the Company’s Common Stock. The number of shares of Common Stock issued was based on a value of approximately $174,577, determined using the volume weighted average price per share during the preceding ten days during which the NYSE American was open. On August 3, 2026, the Company issued 76,234 shares of Common Stock to satisfy the accrued interest obligation.

Effective August 3, 2026, the Company entered into a Ticketing Agreement with Ticketmaster L.L.C. (“Ticketmaster”) pursuant to which Ticketmaster is granted the right to be the exclusive seller of all tickets for the sellable capacity of any event held at the Regent Bank Amphitheater, The Sunset McKinney, and The Sunset El Paso. In exchange, the Company will pay Ticketmaster certain charges and fees assessed per ticket sold. The term of this agreement will continue for five years following the opening date of the last of the Regent Bank Amphitheater, The Sunset McKinney, and The Sunset El Paso to open (the “Initial Term”) and automatically renews for successive five-year periods following the Initial Term, unless either party elects to terminate the agreement.

On July 31, 2026 (the “Issuance Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional investor (the “Purchaser”) in connection with the issuance and sale by the Company of an aggregate of $25,000,000 in original principal amount of Senior Secured Convertible Debentures (the “Debentures”) to the Purchaser and warrants to purchase shares of Common Stock (the “Warrants”). Pursuant to the Debentures, $12,500,000 of the original principal amount that was funded to the Company by the Purchaser on the Issuance Date (the “Holdback Amount”) is initially being held in an account as cash collateral, subject to release to the Company upon the Company’s compliance with certain terms in the Debentures. The Debentures will mature on July 31, 2027, unless earlier converted or redeemed. The Debentures have an original issue discount of 5%. Accordingly, on the Issuance Date, the Company received gross proceeds of $11,875,000 before fees and expenses. If the Holdback Amount is subsequently released to the Company pursuant to the Debentures, the Company will receive additional gross proceeds of $11,875,000, resulting in aggregate gross proceeds to the Company of $23,750,000 before fees and expenses. The Debentures do not bear interest unless and until the occurrence of an event of default, in which case the Debentures will accrue interest at a rate of 18% per annum. At any time on or after the Issuance Date, the Debentures are convertible at the option of the Purchaser into shares of Common Stock at an initial conversion price of $7.50 per share, subject to adjustment upon a payment failure or other event of default as provided in the Debentures. The Company will be required to make monthly installment payments consisting of $5,000,000 of principal, the applicable payment premium on such principal amount, which is initially 15% but increases to 20% after the 75th day following the Issuance Date, and any accrued and unpaid interest, in accordance with the Debentures’ repayment schedule.

BBRP DST offers beneficial interests in the trust that include both equity and debt components. From June 30, 2026 through August 13, 2026, the Company sold approximately $7.3 million of beneficial interests in BBRP DST, including to a related party.