Venu Holding Corp

As a smaller reporting company, we are not required to provide disclosure pursuant to this Item 1A. However, in addition to other information set forth in this Quarterly Report, you should carefully consider the “Risk Factors” discussed in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”), subsequent reports we have filed with the SEC since that date, and elsewhere in this Quarterly Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in this Quarterly Report. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial might materially adversely affect our actual business, financial condition, and operating results.

Among the risk factors identified in our Annual Report is a risk factor entitled “Venu’s debt obligations may adversely affect cash flow and impose restrictions on Venu’s ability to operate its business” and a risk factor entitled “Venu is involved in a number of related-party transactions.” During the three months ended June 30, 2026, and subsequently, the Company incurred additional indebtedness in the form of promissory note receivables related to its NNN FireSuite offerings (described in this Quarterly Report), the closing on the Bridge Loan from Ryan, LLC in July 2026 and the issuance of the Debentures on July 31, 2026 (as described in Note 17 in this Quarterly Report, and other reports filed by the Company with the SEC). In addition, the sale lease-back arrangement completed on June 6, 2026 for land underlying the Ford Amphitheater involved a related party. The risk factors identified in our Annual Report, including those identified in this Item 1A, should be read to include the risks associated with transactions and events that occurred during and subsequent to the period ended June 30, 2026.