What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-03-31 compared with 2025-03-31 · 1021 added, 1025 removed, 675 unchanged (75% of the section changed)

1 unchanged sentence

is an entertainment and hospitality holding company based in Colorado Springs, Colorado that designs, develops, owns, and operates (whether

directly or through third-party operators) up-scale music venues, outdoor amphitheaters, and full-service restaurants and bars where

directly or through third-party operators) up-scale music venues, multi-season amphitheaters, and full-service restaurants and bars where

music, dining, and luxury experiences converge.

5 unchanged sentences

being a catalyst for memorable experiences, a champion of local entertainment, and a contributor to vibrant communities.

date, Venu has developed, or is in the process of developing, three restaurant concepts and one bar concept, as well as live music

indoor venues that accommodate approximately 1,400 guests and outdoor amphitheaters that accommodate 8,000 or more guests.

Currently, Venu operates indoor venues and restaurants in Colorado and Georgia, but it is in varying levels of planning or

development to open venues in Oklahoma and Texas, with the Sunset at Broken Arrow expected to open in late 2025 or early 2026, and other

locations in 2026.

Venu forecasts meaningful economic and cultural impacts in communities targeted for expansion across the United

date, Venu has developed, or is in the process of developing, three restaurant concepts and one bar concept, as well as live music indoor

venues that accommodate approximately 1,400 guests and multi-season amphitheaters that accommodate 8,000 or more guests.

Currently, Venu

operates indoor venues and restaurants in Colorado and Georgia, but it is in varying levels of planning or development to open venues

in Oklahoma and Texas, with the Sunset at Broken Arrow expected to open in Fall 2026 and other locations in 2027.

is a growing entertainment and hospitality company.

9 unchanged sentences

with ubiquitous brands make it a highly sought-after entertainment and hospitality company by municipalities across the United States.

was originally formed in Colorado on March 13, 2017, as Bourbon Brothers Restaurants, LLC, a Colorado limited liability company.

6, 2022, the Company converted to a corporation.

On September 6, 2024, Venu adopted Amended and Restated Articles of Incorporation to,

among other things, change its legal name to “Venu Holding Corporation”.

principal executive office is located at 1755 Telstar Drive, Suite 501, Colorado Springs, Colorado 80920.

3 unchanged sentences

not a part of this Annual Report.

was originally formed in Colorado on March 13, 2017, as Bourbon Brothers Restaurants, LLC, a Colorado limited liability company.

6, 2022, the Company converted to a corporation.

On September 6, 2024, Venu adopted Amended and Restated Articles of Incorporation to,

among other things, change its legal name to “Venu Holding Corporation”.

opening its first restaurant in Colorado Springs, Colorado in 2017 followed by its first indoor music hall venue adjacent to the restaurant

in 2019, Venu expanded to Georgia, where it opened its second restaurant and indoor music venue in Gainesville, Georgia in June 2023.

Venu is now in the process of expanding to markets in Oklahoma and Texas.

Venu opened its first amphitheater, the Ford Amphitheater,

in Colorado, in August 2024.

of Venu’s Venues

currently has two music venue concepts:

(1) an indoor, more intimate music hall venue known as Bourbon Brothers Presents

(“ BBP ”), which currently operate under the names of Phil Long Music Hall at Bourbon Brothers with respect to the

Colorado venue and The Hall at Bourbon Brothers or Boot Barn Hall with respect to the Georgia venue in accordance with the naming

rights of the BBP venues;

and (2) an outdoor amphitheater venue known as The Sunset Amphitheater, which are intended to offer

higher-end amenity options to patrons that will vary depending on location, but will generally include offerings such as firepit

suites, VIP suites, and access to an adjoining restaurant and/or rooftop bar.

Venu has operated a BBP in Colorado Springs, Colorado

(“ BBP CO ”) since 2019 and in Gainesville, Georgia (“ BBP GA ”) since June 2023.

debut outdoor Sunset Amphitheater venue opened in Colorado Springs, Colorado, in August 2024, which is called Ford Amphitheater

pursuant to a naming-rights agreement (“ Ford Amphitheater ”).

(1) an indoor, more intimate music hall venue known as Bourbon Brothers Presents (“ BBP ”),

which currently operates under the names of Phil Long Music Hall at Bourbon Brothers with respect to the Colorado venue and The Hall

at Bourbon Brothers or Boot Barn Hall with respect to the Georgia venue in accordance with the naming rights of the BBP venues;

a multi-seasonal amphitheater venue known as The Sunset Amphitheater, which is intended to offer higher-end amenity options to patrons

that will vary depending on location, but will generally include offerings such as Luxe FireSuites, VIP suites, and access to an adjoining

restaurant and/or rooftop bar.

Venu has operated a BBP in Colorado Springs, Colorado (“ BBP CO ”) since 2019 and in

Gainesville, Georgia (“ BBP GA ”) since June 2023.

Venu’s debut outdoor Sunset Amphitheater venue opened in Colorado

Springs, Colorado, in August 2024, which is called Ford Amphitheater pursuant to a naming-rights agreement (“ Ford Amphitheater ”).

From time-to-time Venu may also explore other music, restaurant and entertainment venue concepts.

currently has three restaurant concepts:

(1) a flagship, full-service restaurant concept known as Bourbon Brothers Smokehouse &

Tavern (“ BBST ”);

(2) an upscale, five-star, fine-dining restaurant concept known as Roth’s Seafood &

Chophouse (“ Roth’s ”);

and (3) a full-service restaurant featuring live music called Notes Eatery

(“ Notes Eatery ”).

Venu opened a BBST in Colorado Springs, Colorado (“ BBST CO ”) in 2017 and in

Gainesville, Georgia (“ BBST GA ”) simultaneously with its BBP GA indoor music hall in June 2023.

Venu expects to

open Roth’s adjacent to Ford Amphitheater in summer 2025 for exterior concert seating and in fall 2025 for restaurant

currently has two restaurant concepts:

(1) a flagship, full-service restaurant concept known as Bourbon Brothers Smokehouse & Tavern

and (2) an upscale, five-star, fine-dining restaurant concept known as Roth’s Sea & Steak (“ Roth’s ”).

Venu opened a BBST in Colorado Springs, Colorado (“ BBST CO ”) in 2017 and in Gainesville, Georgia (“ BBST GA ”),

simultaneously with its BBP GA indoor music hall, in June 2023.

Venu opened Roth’s adjacent to Ford Amphitheater in June 2025 for

exterior concert seating and in November 2025 for restaurant operations.

expanded its live-music and entertainment footprint in Colorado Springs in September 2022 when it opened “Notes” bar-restaurant,

which featured upscale bar fare and dive-bar specials, before expanding to the full restaurant “Notes Eatery” in May 2024.

As of July 18, 2025, Notes Eatery ceased its operations.

has one bar concept, which is an elevated, craft-cocktail bar experience called Brohan’s (“ Brohan’s ”).

Brohan’s is anticipated to open in fall 2025 and will operate on the rooftop of Roth’s overlooking the Ford Amphitheater.

Brohan’s opened in November 2025 and operates on the rooftop of Roth’s overlooking the Ford Amphitheater.

Venu has a hospitality suite concept called Notes Hospitality Collection (“ NHC ”), which consists of hospitality suites

intended to be used for hosting large events such as corporate conferences, weddings, expos, galas, trade shows, and conventions.

first NHC development is expected to open in fall 2025 as part of the mixed-use development where Roth’s and Brohan’s will

operate adjacent to the Ford Amphitheater.

NHC will consist of two premier, configurable hospitality spaces framing either side of Roth’s

to be used for hosting corporate events, weddings, trade shows, conventions, and other events.

first NHC development opened in November 2025 as part of the mixed-use development where Roth’s and Brohan’s will operate

adjacent to the Ford Amphitheater.

NHC consists of two premier, configurable hospitality spaces framing either side of Roth’s to

be used for hosting corporate events, weddings, trade shows, conventions, and other events.

typically constructs and operates its music, restaurant, and bar venues concurrently and in close proximity to one another, creating

3 unchanged sentences

Venu carries out its mission by leveraging its:

exclusive collection of premium restaurants and luxury

venue properties, designed to enhance the customer experience through thoughtfully designed spaces and a spectrum of ticket and menu

offerings that accommodate the needs and desires of a wide range of customers, whether their priority is to enjoy an outing that

maximizes both fun and affordability or to be treated to a decadent, VIP type of experience;

management team with years of experience and prior

success in hospitality and entertainment, venue and infrastructure development, and venue and restaurant management;

operational and brand partnerships with well-known

industry leaders that create brand recognition for Venu’s venues and enable them to be operated efficiently and effectively

to provide a seamless experience for customers while maximizing the returns of shareholders;

institutional knowledge of the entertainment landscape,

insight regarding which artists and entertainers drive audience engagement, and strong industry relationships that make it possible

to route those acts to Venu venues;

community ties and relationship leads in the markets

that Venu focuses its development efforts in, which enhances its capital-raising efforts and advances its ability to deliver the

types and genres of entertainment that complement the desires and demographic of the community being served;

optimization of the functionality and use of its venues,

which can be rented for both personal and corporate events with a range of seating capacities and spaces that can accommodate intimate

gatherings or large, table-top events for 500-700 seated guests;

financing and acquisition strategy that catalyzes growth

while minimizing future dilution, as discussed in more detail under “ Financing and Acquisition Strategy ” below;

strict criteria for evaluating business-expansion opportunities

and ensuring that any new markets for its venues meet specific demographic profiles, are undersaturated with entertainment options,

and have local governments that recognize the value of investing in an entertainment campus to drive local economic growth and to

build community culture, as discussed in more detail under “ Financing and Acquisition Strategy .”

exclusive collection of

premium restaurants and luxury venue properties, designed to enhance the customer experience through designed spaces and a spectrum

of ticket and menu offerings that accommodate the needs and desires of a wide range of customers, whether their priority is to enjoy

an outing that maximizes both fun and affordability or to be treated to a decadent, VIP type of experience;

management team with years

of experience and prior success in hospitality and entertainment, venue and infrastructure development, and venue and restaurant

operational and brand partnerships

with well-known industry leaders that create brand recognition for Venu’s venues and enable them to be operated efficiently

and effectively to provide a seamless experience for customers while maximizing the returns of shareholders;

institutional knowledge

of the entertainment landscape, insight regarding which artists and entertainers drive audience engagement, and strong industry relationships

that make it possible to route those acts to Venu venues;

community ties and relationship

lead in the markets that Venu focuses on its development efforts in, which enhances its capital-raising efforts and advances its

ability to deliver the types and genres of entertainment that complement the desires and demographic of the community being served;

optimization of the functionality

and use of its venues, which can be rented for both personal and corporate events with a range of seating capacities and spaces that

can accommodate intimate gatherings or large, table-top events for 500-700 seated guests;

financing and acquisition

strategy that catalyzes growth while minimizing future dilution, as discussed in more detail under “ Financing and Acquisition

Strategy ” below;

strict criteria for evaluating

business-expansion opportunities and ensuring that any new markets for its venues meet specific demographic profiles, are undersaturated

with entertainment options, and have local governments that recognize the value of investing in an entertainment campus to drive

local economic growth and to build community culture, as discussed in more detail under “ Financing and Acquisition Strategy .”

and Acquisition Strategy

4 unchanged sentences

(2) conducting pre-sales

of naming rights, sponsorships, and suite ownership rights at its venues;

for its venues of naming rights, sponsorships, owners’ club memberships, and rights to use Luxe FireSuites through traditional

cash sales, fractional financing, and triple-net lease interests;

and (3) accessing attractive debt capital.

11 unchanged sentences

and attract other developments.

an example of this strategy, Venu introduced its restaurant and music venue concepts to Gainesville, Georgia in January 2022 by

negotiating a Purchase and Sale Agreement between one of its subsidiaries, GA HIA, LLC (“ GA HIA ”), and the

Gainesville Redevelopment Authority (the “ GRA ”), pursuant to which the GRA agreed to sell approximately 1.7 acres

of land to GA HIA for $800,000 to incentivize the development of the BBST GA restaurant and the BBP GA music hall that Venu opened

on the property approximately 18 months later in June 2023.

The GRA viewed its public-private partnership with GA HIA as an

opportunity to induce and stimulate redevelopment and investment in one of Gainesville’s tax-allocation districts that was in

need of improvement.

Similarly, in April 2024, Venu and the City of El Paso, Texas (“ El Paso ”) agreed to a term

sheet defining the terms of the proposed definitive Chapter 380 Economic Development Program Agreement and Contract of Sale to be

entered into between the parties, pursuant to which El Paso intends to incentivize Venu’s construction of a 12,500-person

amphitheater by conveying approximately 17 acres of city-owned land to Venu, issuing Venu an eight-year, no-interest, forgivable

promissory note, and providing annual rebates to Venu for up to 20 years on real and business personal property, sales and use, and

mixed beverage taxes.

Through its agreements with the Cities of Gainesville, Georgia and El Paso, Texas, Venu has negotiated more

than $2.0 million in tax incentives through property-tax rebates and sales-tax abatements that will flow through to the bottom line

over the term of the rebates via reduced occupancy expenses.

As Venu plans and implements its Texas and Oklahoma expansion, it has

entered into public-private partnerships and incentive packages for the McKinney, Texas and Broken Arrow, Oklahoma markets as

described in this Annual Report.

See “Business – Public-Private Partnership Obligations.”

an example of this strategy, Venu introduced its restaurant and music venue concepts to Gainesville, Georgia in January 2022 by negotiating

a Purchase and Sale Agreement between one of its subsidiaries, GA HIA, LLC (“ GA HIA ”), and the Gainesville Redevelopment

Authority (the “ GRA ”), pursuant to which the GRA agreed to sell approximately 1.7 acres of land to GA HIA for $800,000

to incentivize the development of the BBST GA restaurant and the BBP GA music hall that Venu opened on the property approximately 18

months later in June 2023.

The GRA viewed its public-private partnership with GA HIA as an opportunity to induce and stimulate redevelopment

and investment in one of Gainesville’s tax-allocation districts that was in need of improvement.

Similarly, on April 30, 2024,

the Company executed a term sheet with the City of El Paso, Texas (“ El Paso ”), and then in June 2024 and July 2024

entered into a Chapter 380 Economic Development Program Agreement (the “ Chapter 380

Agreement ”), a Purchase and Sale Agreement, and related transaction documents (collectively, the “ Definitive El Paso

Agreements ”).

On May 13, 2025, the Company (through a wholly owned subsidiary) acquired an approximately 20-acre

tract of land where it will develop The Sunset Amphitheater in El Paso, Texas pursuant to the Definitive

El Paso Agreements.

Under the Definitive El Paso Agreements the City of El Paso provided various incentives to the Company

related to the development of The Sunset El Paso including contributing cash towards Venu’s development costs by issuing an eight-year,

no-interest, forgivable loan to Venu (the “ El Paso Loan ”) in the principal amount of $8,000,000 funded by the Texas

Economic Development Fund.

If the Company completes construction of The Sunset El Paso within 36 months from the date Venu receives all

government authorizations required to develop and construct the amphitheater (such process, “ Entitlement ”) and hosts

a minimum of 25 events per year at The Sunset El Paso in years 3-5 of the rebate period, the El Paso Loan will be forgiven.

its agreements with the Cities of Gainesville, Georgia and El Paso, Texas, Venu has negotiated various tax incentives through property-tax

rebates and sales-tax abatements that afford the Company financial benefits over the term of the rebates via reduced occupancy expenses.

As Venu plans and implements its Texas and Oklahoma expansion, it has entered into public-private partnerships and incentive packages

for the McKinney, Texas and Broken Arrow, Oklahoma markets as described in this Annual Report.

See “Business – Public-Private

Partnership Obligations.”

Venu’s public-private partnerships with local municipalities enable Venu to acquire land on terms more favorable than Venu could

12 unchanged sentences

Venu faces as a result of the Restrictions Venu and in connection with its public-private partnerships, see the section of this Annual

entitled “Risk Factors — The agreements specifying the terms of Venu’s public-private partnerships with local municipalities

impose various conditions, obligations, restrictions, and covenants related to Venu’s ownership, use, development, and operation

of the properties it acquires and the venues it constructs ”.

of Naming Rights, Sponsorships, and Suite Ownership

second component of Venu’s financing and acquisition strategy consists of pre-selling the naming rights to its venues and

generating capital that can be used to finance development-related costs.

The cost of naming rights for each of Venu’s venues

range from approximately $100,000 per year for an indoor concert venue such as Bourbon Brothers Presents music hall to up to

$2,000,000 per year for a large outdoor amphitheater like The Sunset Amphitheater that Venu anticipates opening in McKinney, Texas

Venu’s first naming-rights sponsor was Boot Barn (NYSE:

BOOT), which agreed to acquire the naming rights for a

three-year term to Venu’s first indoor music venue in Colorado Springs, BBP CO, prior to its opening in 2019 along with the

naming rights of Venu’s next two BBP venues.

Since the initial agreement, Boot Barn extended its agreement for the Colorado

Springs location and acquired the naming rights to the Georgia location.

On July 31, 2024, Phil Long Dealerships, Inc.

purchased the naming rights to BBP CO pursuant to an Agreement for

Naming and Sponsorship Rights.

Pursuant to the agreement’s five-year term, BBP CO is called “Phil Long Music Hall at

Bourbon Brothers.”

Operations, LLC, a wholly owned subsidiary of Venu, also entered into a naming and sponsorship rights agreement with Mountain States

FDAF, which agreed to acquire the naming rights to Venu’s first outdoor amphitheater in Colorado Springs.

During the duration of

the agreement’s ten-year term, the amphitheater will be called “Ford Amphitheater.”

also enters into product-specific sponsorship agreements.

of Venu’s subsidiaries also accumulate financing and acquisition capital for the specific assets and properties held by that subsidiary

by selling non-voting membership units, which entitle holders to various in-kind benefits, such as rights to use a firepit suite at a

specific outdoor music amphitheater as well as certain preferential economic rights.

The rights associated with the non-voting membership

units are set forth in the applicable subsidiary’s operating agreement, which provides that any distributions of available cash

that is attributable to a defined portion of revenues generated by ticket sales for an event held at a specific venue project will be

distributed to the non-voting members (which include all members except Venu and its subsidiaries), with the excess to be distributed

to the voting member (which is Venu or a wholly-owned subsidiary).

At Ford Amphitheater in Colorado Springs, Venu incorporated 90 firepit

suites, which will each accommodate eight VIP guests per show and will be located on the concourse between the stadium-style seating

in front of the stage and the lawn.

Prior to breaking ground on Ford Amphitheater, in this manner Venu pre-sold lifetime rights to each

firepit suite, with the proceeds deployed to fund most of the amphitheater’s construction-related expenses.

Based on the reception

and success Venu had in its pre-sale and total sellout of the Colorado Springs firepit suites, Venu expects that those subsidiaries that

will own its amphitheater assets will replicate this financing strategy in the markets where there are plans to develop outdoor amphitheaters,

which currently include Broken Arrow, Oklahoma, Oklahoma City, Oklahoma, McKinney, Texas, and El Paso, Texas.

Because the development

and market of each amphitheater is unique, pricing for firepit suites will vary depending on venue location.

Report entitled “Risk Factors — The agreements specifying the terms of Venu’s public-private partnerships with local

municipalities impose various conditions, obligations, restrictions, and covenants related to Venu’s ownership, use, development,

and operation of the properties it acquires and the venues it constructs.

Venu’s failure to comply with such restrictions could

subject Venu to various consequences, ranging from the payment of monetary fees to the clawback of purchased property, any of which could

have a materially adverse impact on Venu’s business and financial condition .”

of Naming Rights, Sponsorships, Club Membership, and Rights to Use Luxe FireSuites Through NNN Lease Arrangements

second component of Venu’s financing and acquisition strategy consists of pre-selling the naming rights to its venues and generating

capital that can be used to finance development-related costs.

The cost of naming rights for each of Venu’s venues range from approximately

$140,000 per year for an indoor concert venue, such as Phil Long Music Hall at Bourbon Brothers, to up to $2,000,000 per year for a large

multi-season amphitheater like The Sunset Amphitheater that Venu anticipates opening in McKinney, Texas.

Venu’s former naming-rights

sponsor for both its BBP CO and BBP GA venues was Boot Barn Holdings Inc.

BOOT), a leading retailer of western and work-related

apparel and footwear.

In July 2024, Phil Long Dealerships, Inc.

purchased the naming rights to BBP CO for a five-year term under an Agreement

for Naming and Sponsorship Rights, pursuant to which BBP CO is called “Phil Long Music Hall at Bourbon Brothers.”

May 2024, Sunset Operations, LLC, a wholly owned subsidiary of Venu, also entered into a Naming and Sponsorship Rights Agreement with

Mountain States FDAF, which agreed to acquire the naming rights to Venu’s first outdoor amphitheater in Colorado Springs.

the duration of the agreement’s ten-year term, the amphitheater will be called “Ford Amphitheater.”

addition to pre-selling the naming rights to its venues, Venu has developed a menu of sponsorship inventory at each BBP location, which

primarily consists of table and show sponsorships.

primarily consists of table and shows sponsorships.

Additionally, Venu may sell “Presenting Show” sponsorships for several

of its promoted shows.

or its venue operator also enters into product-specific sponsorship agreements.

For example, pursuant to a Sponsorship Agreement with

Anheuser-Busch, LLC (“ Anheuser-Busch ”), Anheuser-Busch serves as the exclusive malt-beverage sponsor at Ford Amphitheater

and has the right to refer to itself in marketing materials as the “Official Beer Sponsor” and “Official RTD Sponsor”

of Ford Amphitheater.

Certain of Venu’s subsidiaries also accumulate

financing and acquisition capital for the specific assets and properties held by that subsidiary by selling non-voting membership units,

which entitle holders to various in-kind benefits, such as rights to use a Luxe FireSuite at a specific multi-season music amphitheater

as well as certain preferential economic rights.

The rights associated with the non-voting membership units are set forth in the applicable

subsidiary’s operating agreement, which, in certain cases, provides that any distributions of available cash that is attributable

to a defined portion of revenues generated by ticket sales for an event held at a specific venue project will be distributed to the non-voting

members (which include all members except Venu and its subsidiaries), with the excess to be distributed to the voting member (which is

Venu or a wholly-owned subsidiary).

At Ford Amphitheater in Colorado Springs, Venu incorporated 90 Luxe FireSuites located on the concourse

between the stadium-style seating in front of the stage and the lawn, each of which accommodates eight VIP guests per show.

Prior to breaking

ground on Ford Amphitheater, in this manner Venu pre-sold rights to each Luxe FireSuite, with the proceeds deployed to fund most of the

amphitheater’s construction-related expenses.

Venu expects that those subsidiaries that will own their amphitheater assets will

utilize a similar financing strategy in the markets where there are plans to develop multi-seasonal amphitheaters, which currently include

Broken Arrow, Oklahoma, McKinney, Texas, El Paso, Texas, and Houston Texas.

Because the development and market of each amphitheater is

unique, pricing for interests in Luxe FireSuites will vary depending on venue location.

2025, a wholly owned subsidiary of Venu, Venu LuxeSuite Holdings, LLC (“ Luxe ”), also entered into triple-net (“ NNN ”)

lease arrangements providing for the sale of use rights and the concurrent lease-back of certain luxury concert suites (each, a “ Luxe

FireSuite ”) at certain venues.

Under the NNN lease structure, Luxe sells to a third party the exclusive use rights to a Luxe

FireSuite in exchange for the third-party’s payment of an upfront purchase price and concurrently leases the Luxe FireSuite back

for a 15-year term.

The lease is “triple net,” meaning that Luxe is responsible for all suite-related operating costs (maintenance,

insurance, taxes) over the term of the lease.

Certain Venu subsidiaries that own, or are developing, amphitheaters also may sell interests

in Luxe FireSuites using this same NNN model.

final component of Venu’s acquisition and financing strategy is accessing attractive debt capital.

3 unchanged sentences

Venu also believes it is equipped to fund portions of its construction expenses using funds generated from

pre-sales of its naming rights, firepit suites, and sponsorships.

pre-sales of its naming rights, Luxe FireSuites, and sponsorships.

Those abilities make Venu believe it is uniquely positioned to access

debt on attractive terms to finance any other unfunded construction costs.

Financing Strategies

addition to the financing strategies outlined generally described above, Venu’s financing strategy includes other components, such

as continued revenue growth and that certain of its subsidiaries such as GA HIA, LLC, have sold membership interests to third parties

as a component of the financing for the specific real property asset and development they hold, as described further below under “ Venu’s

Subsidiaries and Properties ”.

Further, with respect to certain of its real property assets and interests Venu, may from time

to time, elect to hold title to a particular asset through a Delaware Statutory Trust and permit third parties to acquire beneficial

interests in the trust in a tax advantaged manner (such as through “1031 exchanges”) and realize certain tax benefits.

such an arrangement a wholly owned subsidiary would serve as the trustee of the trust and control all decisions with respect to the property

(including its potential sale).

This structure is similar to a sale-leaseback arrangement in that Venu could in part monetize an otherwise

illiquid asset, yet, retain full control over the asset and have the power and authority to repurchase the applicable property in full

if deemed appropriate under the market conditions and the Company’s liquidity at any given time.

For example, the real property

upon which the Ford Amphitheater was constructed, and, is leased to Sunset Amphitheater LLC under a ground lease, conveyed to a Delaware Statutory Trust and is expected that a portion (but in no event all) of the beneficial interests in that trust

will be sold to third parties.

as continued revenue growth, sale-leaseback transactions, and sales by certain of Venu’s subsidiaries, such as GA HIA, of membership

interests to third parties as a component of the financing for the specific real property asset and development they hold, as described

further below under “ Venu’s Subsidiaries and Properties ”.

Further, with respect to certain of its real property

assets and interests, Venu may from time to time elect to hold title to a particular asset through a Delaware Statutory Trust and permit

third parties to acquire beneficial interests in the trust in a tax-advantaged manner (such as through “1031 exchanges”)

and realize certain tax benefits.

Under such an arrangement, a wholly owned subsidiary serves as the trustee of the trust and controls

all decisions with respect to the property (including its potential sale).

This structure is similar to a sale-leaseback arrangement

in that Venu can in part monetize an otherwise illiquid asset, yet, retain full control over the asset and have the power and authority

to repurchase the applicable property in full if deemed appropriate under the market conditions and the Company’s liquidity at

any given time.

example is the real property upon which the Ford Amphitheater was constructed, which is leased to Sunset Amphitheater LLC under a ground

lease and conveyed to a Delaware Statutory Trust with the expectation that a portion (but in no event all) of the beneficial interests

in that trust will be sold to third parties.

example of one of Venu’s financing strategies is its sale-leaseback transaction involving the 5.5-acre parcel of real property

owned by Notes Live Real Estate, LLC (“ NLRE ”), a wholly owned subsidiary of Venu, in Colorado Springs, Colorado, which

serves as the primary parking lot for Ford Amphitheater.

After purchasing and improving that property in fiscal years 2023 and 2024,

NLRE sold the property to a related party in November 2025 pursuant to a real estate purchase and sale agreement, yielding a development

profit, and concurrently entered into a ground lease agreement with that related party to lease the property back for a 20-year term

under an NNN lease structure.

Site-Selection

8 unchanged sentences

criteria for The Sunset Amphitheater and BBP venues described below:

The market is materially underserved of premium, indoor

or outdoor venues for live music and entertainment.

The municipality is willing to partner financially

with Venu to attract the type of entertainment amenities that Venu offers and has focused on investments in entertainment districts

as part of its long-term city plans.

The demographic profile of the community meets the

age and household-income markers that Venu believes are most conducive to establishing a successful, well-attended music and entertainment

There are sites available that are adjacent to high-traffic-count

roadways with visibility for digital marketing.

There are physical locations suitable from a zoning,

sound, parking, and traffic perspective.

The location is conducive to Venu’s overall act-routing

Venu has relationship leads in the market, which drives

financing strategy.

The market is materially

underserved of premium, indoor or multi-seasonal venues for live music and entertainment.

The municipality is willing

to partner financially with Venu to attract the type of entertainment amenities that Venu offers and has focused on investments in

entertainment districts as part of its long-term city plans.

The demographic profile

of the community meets the age and household-income markers that Venu believes are most conducive to establishing a successful, well-attended

music and entertainment venue.

There are sites available

that are adjacent to high-traffic-count roadways with visibility for digital marketing.

There are physical locations

suitable from a zoning, sound, parking, and traffic perspective.

The location is conducive

to Venu’s overall act-routing strategy.

Venu has relationship leads

in the market, which drives financing strategy.

carries out its site-selection process in three stages:

Site Selection.

Based on the expansion

criteria above, Venu identifies specific regions that serve as target markets for its venue concepts.

Venu works to identify experienced

commercial real estate leads for each market, establishes the specific criteria for expansion, and works alongside those leads to

identify, assess, and negotiate contracts for new locations.

Based on the expansion criteria above, Venu identifies specific regions that serve as target markets for its venue concepts.

works to identify experienced commercial real estate leads for each market, establishes specific criteria for expansion, and works

alongside those leads to identify, assess, and negotiate contracts for new locations.

Site Acquisition.

The site-selection

lead for each market identifies target properties that meet the base criteria.

A team led by Venu’s Chief Executive Officer,

JW Roth, engages with the market lead to assess and, if deemed suitable, negotiate a purchase and sale agreement that meets Venu’s

financial framework.

The site-selection lead for each market identifies target properties that meet the base criteria.

A team led by Venu’s

Chief Executive Officer, JW Roth, engages with the market lead to assessing and, if deemed suitable, negotiate a purchase and sale

agreement that meets Venu’s financial framework.

Site Development.

Once the purchase and

sale agreement is complete, Venu’s real estate development team manages entitlement, closing, finalizing municipal financial

incentives, architecture, and construction.

Once the purchase and sale agreement is complete, Venu’s real estate development team manages entitlement, closing,

finalizing municipal financial incentives, architecture, and construction.

Sources of Revenue

1 unchanged sentence

Ticket Sales and

Venu promotes tickets for the concerts and events it hosts through the location-specific websites of its BBP venues.

Tickets are primarily sold online through third-party, full-service ticketing businesses that Venu contracts with to promote and

sell tickets for BBP events.

Venu promotes tickets for concerts and events it hosts through the location-specific websites of its BBP venues and

on the Ford Amphitheater website.

Tickets are primarily sold online through third-party, full-service ticketing businesses that Venu

contracts with to promote and sell tickets for events.

Venu retains a portion of the revenue generated from each ticket sale.

Venu also generates ticket revenue

from walk-up sales at its BBP locations.

also generates ticket revenue from walk-up sales at its BBP and Ford Amphitheater locations.

Venu also generates revenue through collecting fees on tickets sold by third-party platforms, including convenience and order-processing

3 unchanged sentences

fundraisers, weddings, and holiday parties.

Each BBP venue can be easily transitioned to different configurations, which allows for

operational flexibility and maximization of venue use.

The BBP team of event staff is exceptionally experienced in managing each

aspect of the event-planning process.

Each BBP venue can be transitioned to different configurations, which allows for operational

flexibility and maximization of venue use.

The two configurable NHC hospitality suites that frame either side of Roth’s in

the mixed-use development adjacent to Ford Amphitheater are also rentable for various events, including corporate events, weddings,

trade shows, conventions, and galas.

Naming Rights.

8 unchanged sentences

for specific segments within its venues and restaurants, such as patio spaces and the backstage area where artists conduct meet-and-greet

The naming rights sponsor is Phil Long Dealerships, Inc.

for BBP CO and Boot Barn for BBP GA.

The naming rights sponsor for

our amphitheater in Colorado Springs is Mountain States FDAF, pursuant to which the amphitheater is called Ford Amphitheater.

future amphitheater locations are expected to have a naming rights sponsor when they open.

The naming rights sponsor for BBP CO is Phil Long Dealerships, Inc.

The naming rights sponsor for The Sunset Amphitheater

in Colorado Springs is Mountain States FDAF, pursuant to which the amphitheater is called Ford Amphitheater.

Our future amphitheater

locations are expected to have a naming rights sponsor when they open.

Sponsorships .

1 unchanged sentence

restaurant properties.

Venu provides a marketing and communications platform that caters to the specific needs of each sponsor’s

unique brand.

(i) foundational partnerships, which allow companies to enjoy exclusive benefits and recognition as founding

partners of Venu venues;

(ii) industry-exclusive partnerships, which enable companies to gain exclusive rights to represent their

industries and stand out among their competitors;

(iii) show and event sponsorships, which allow companies to associate their brands

with specific shows and events and to capture the attention of a targeted audience;

and (iv) VIP sponsorship packages, which allow

companies to offer their clients and customers with a top-notch, VIP experience at Venu’s venues.

While Venu’s primary

sponsorships are for tables and shows, it has a curated menu of sponsorship inventory at each of its venues that is available for

sponsors to showcase their brands.

Venu’s seasoned sales leader spearheads its sales efforts nationally and manages the sponsorship

sales inventory at each entertainment property.

Venu provides a marketing and communications platform intended to cater to the specific needs of each sponsor.

(i) foundational partnerships, which allow companies to enjoy exclusive benefits and recognition as founding partners

of Venu venues;

(ii) industry-exclusive partnerships, which enable companies to gain exclusive rights to represent their industries

and stand out among their competitors;

(iii) show and event sponsorships, which allow companies to associate their brands with specific

shows and events and to capture the attention of a targeted audience;

and (iv) VIP sponsorship packages, which allow companies to

offer their clients and customers with a top-notch, VIP experience at Venu’s venues.

While Venu’s primary sponsorships

are for tables and shows, it has a curated menu of sponsorship inventory at each of its venues that is available for sponsors to

showcase their brands.

Venu or its venue operator also enters into product-specific sponsorship agreements.

For example, the operator

of Ford Amphitheater has entered into sponsorship agreements with Anheuser-Busch, pursuant to which Anheuser-Busch serves as the

exclusive malt-beverage sponsor at Ford Amphitheater, and with Brown-Forman Corporation (“ BFC ”), pursuant to which

BFC has sponsorship exclusivity at Ford Amphitheater for its brand, Jack Daniel’s, in the bourbon/whiskey category.

Food and Beverage

Venu’s collection of restaurants and bars are designed to provide guests with an elevated dining experience

featuring unique menu offerings, craft cocktails, and southern hospitality.

Venu’s BBST restaurants, known for their selection

of rare bourbons, ryes, and whiskies, serve American classics and southern staples from a scratch kitchen and act as the exclusive

caterer for BBP concerts and events.

Roth’s, upon the commencement of its restaurant operations expected in fall 2025, will

provide an elevated, fine-dining culinary experience.

In 2023, Venu’s BBST CO and BBP CO locations were opened for the full

year, and its BBST GA and BBP GA locations opened in June 2023.

In 2024, Venu generated revenues based on its BBST and BBP locations

in Colorado and Georgia both being operational for the full year.

Venu expects to generate additional revenues in 2026 upon the expected

opening of its Roth’s restaurant and Brohan’s bar in fall 2025.

Venu’s BBST restaurants, known for their selection of rare bourbons, ryes, and whiskies, serve American classics

and southern staples from a scratch kitchen and act as the exclusive caterer for BBP concerts and events while Roth’s provides

an elevated, fine-dining culinary experience.

In 2024 and 2025, Venu generated revenues based on its BBST and BBP locations in Colorado

and Georgia both being operational for the full year.

In 2025, Venu generated additional revenues from the opening of Roth’s

restaurant and Brohan’s bar in November 2025.

Venu expects to generate additional revenues based on Roth’s and Brohan’s

being operational for the full year in 2026.

Parking Fees.

Venu generates revenue from the development of parking lots at its amphitheater locations.

These lots are over and above the amphitheater

operators’ parking that is shared between Venu and the operators.

These premium parking lots are controlled exclusively by

Venu generates or will generate revenue from the development of parking lots at its amphitheater locations.

These premium lots are

or will be controlled exclusively by the Company, over and above each amphitheater operator’s parking that is or will be shared

between Venu and the operator.

Venu began recognizing this revenue with the opening of Ford Amphitheater in Colorado Springs in August

Licensing Revenue

from Luxe FireSuites .

Venu sells licenses for its Luxe FireSuites and owners club memberships at various Sunset Amphitheater

Venu receives deposits ranging from $50,000 to $100,000 and fully prepaid licenses of $100,000 to $200,000 which are initially

recorded as long-term liabilities and recognized as rental income starting from the opening date of the location.

Revenue-Sharing Arrangements .

Venu enters or will enter operator agreements for various Sunset Amphitheater locations which provide for a revenue-sharing arrangement.

Under this arrangement, the operator will pay Venu a percentage of the net profits generated from the events held at the Sunset Amphitheater

Venues — Bourbon Brothers Presents (Indoor Music Hall)

6 unchanged sentences

in Gainesville, Georgia, BBP GA, which opened in June 2023.

Venu also previously explored expanding its BBP venue concept to Murfreesboro,

Tennessee, and took various steps to acquire land to develop where a campus would have been developed;

however, in July 2024 Venu terminated

its pursuit of that project.

Venu also intends to develop and open a new BBP venue in Centennial, Colorado

(“ BBP Centennial ”) in the first half of 2027.

live entertainment is the foundation of the BBP revenue model.

6 unchanged sentences

BBP rental rates vary depending on several factors, including the type, size, and date of the event.

event rentals is a high-margin revenue channel, as there are very few variable expenses associated with renting the venue.

designs for its BBP venues seek to showcase Venu’s attention to hospitality, care for artists’ comfort, and pursuit of delivering

the ultimate concert experience.

Each BBP location features an expansive stage, arena-quality audio and visual systems, and an unparalleled

ambiance driven by a grand dance floor and video wall.

In addition to the indoor music hall, each BBP venue is built with an outdoor

patio that features exterior bar access, an abundance of firepits, and unobstructed views of the surrounding areas.

an upscale concert experience.

Each BBP location features an expansive stage, arena-quality audio and visual systems, and a grand dance

floor and video wall.

In addition to the indoor music hall, each BBP venue is built with an outdoor patio that features exterior bar

access, Luxe FireSuites, and unobstructed views of the surrounding areas.

— Colorado Springs, Colorado

1 unchanged sentence

BBP CO is built on roughly 3.5 acres adjacent to BBST CO.

The BBP CO property consists of 15,000 square feet and features a 100-foot bar, a Bottoms Up Draft Beer System, more than 50 bourbons

and whiskeys, and a menu of Southern fare served tableside, catered by BBST CO.

The BBP CO venue accommodates up to 1,100 concertgoers

for general-admission concerts, 500 seated patrons in a banquet-style configuration, and 96 trade-show booths.

BBP CO originally sold

its naming rights to Boot Barn, but on July 31, 2024, BBP CO sold its naming rights to Phil Long Dealerships, Inc.

and is now known as

Phil Long Music Hall at Bourbon Brothers.

The BBP CO venue accommodates up to 1,100 concertgoers for general-admission concerts, 500 seated patrons in a banquet-style configuration,

and 96 trade-show booths.

BBP CO originally sold its naming rights to Boot Barn, but on July 31, 2024, BBP CO sold its naming rights

to Phil Long Dealerships, Inc.

and is now known as Phil Long Music Hall at Bourbon Brothers.

addition to its concert and event schedule, BBP CO has become a rental venue for private events.

1 unchanged sentence

and businesses have rented BBP CO, including school districts for prom and homecoming dances, the State of Colorado for an event at which

Governor Jared Polis gave the State of the State address, political organizations for fundraising dinners, several companies for corporate

parties and events, and families who have held weddings at BBP CO.

The venue is capable of being transitioned from one configuration

to another, which allows for a maximization of venue uses.

That operational flexibility make it possible, for example, for the BBP CO

event team to host a concert one night and then stage a wedding the following afternoon.

Venu aims for the BBP CO venue to be rented

for events up to 100 times per year.

Since 2021, BBP CO has met or exceeded this goal, being rented for 108 events in 2021, 114 events

in 2022, 182 events in 2023, and 219 events in 2024.

the Governor gave the State of the State address, political organizations for fundraising dinners, several companies for corporate parties

and events, and families who have held weddings at BBP CO.

The venue is capable of being transitioned from one configuration to another,

which allows for a maximization of venue uses.

That operational flexibility makes it possible, for example, for the BBP CO event team

to host a concert one night and then stage a wedding the following afternoon.

Venu aims for the BBP CO venue to be rented for events

up to 100 times per year.

Since 2021, BBP CO has been rented for 108 events in 2021, 114 events in 2022, 182 events in 2023, 101 events

in 2024, and 98 events in 2025.

— Gainesville, Georgia

In early 2021, a Georgia municipality reached out

to gauge its interest in building a venue like BBP CO in Gainesville, Georgia, a growing city located roughly an hour north of downtown

That same year, Venu negotiated with the City of Gainesville and ultimately agreed to build its second BBP venue there, BBP

GA, which opened in June 2023.

The land on which BBP GA was developed was purchased from the Gainesville Redevelopment Authority by GA

HIA, a subsidiary of Venu that is subject to Venu’s total voting control.

BBP GA promotes music acts similar to BBP CO.

CO did originally, BBP GA sold its naming rights to Boot Barn and thus does business under the name of Boot Barn Hall.

BBP GA assigns

the revenue generated from Boot Barn’s naming rights to its landlord, GA HIA, effectively reducing the occupancy cost related to

the construction of the campus and subsequent lease.

early 2021, a Georgia municipality reached out to gauge its interest in building a venue similar to BBP CO in Gainesville, Georgia, located

approximately an hour north of downtown Atlanta.

That same year, Venu negotiated with the City of Gainesville and ultimately agreed to

build its second BBP venue there, BBP GA, which opened in June 2023.

The land on which BBP GA was developed was purchased from the Gainesville

Redevelopment Authority by GA HIA, a subsidiary of Venu that is subject to Venu’s total voting control.

BBP GA promotes music acts

similar to BBP CO.

Like BBP CO did originally, BBP GA sold its naming rights to Boot Barn and thus does business under the name of Boot

BBP GA assigns the revenue generated from Boot Barn’s naming rights to its landlord, GA HIA, effectively reducing the

occupancy cost related to the construction of the campus and subsequent lease.

BBP GA venue accommodates up to 1,700 concertgoers for general-admission concerts and 500 seated patrons for full-seated shows.

13 unchanged sentences

names in country and rock music.

BBP GA hosted 73 events from June through December 2023 and 268 events in 2024.

In addition to maintaining

its event schedule and continuing to bring talent to the Northeast Georgia region, Venu continues to pursue its venue-rental and sponsorship-sales

channels to augment revenue generated for BBP GA by promoted concerts, duplicating its revenue strategies at the comparable venue in

Colorado Springs.

Venues — The Sunset Amphitheater (Outdoor Amphitheater)

BBP GA hosted 73 events from June through December 2023, 138 events in 2024, and 129 events in 2025.

In addition to maintaining its event schedule and continuing to bring talent to the Northeast Georgia region, Venu continues to pursue

its venue-rental and sponsorship-sales channels to augment revenue generated for BBP GA by promoted concerts, duplicating its revenue

strategies at the comparable venue in Colorado Springs.

— Centennial, Colorado

April 2025, Venu entered into a Purchase and Sale Agreement to acquire certain real property owned by Old Mill, LLC (“ Old Mill ”),

which is partially owned by a Board member of the Company, in Centennial, Colorado (the “ Centennial Property ”) with

plans to develop a mid-size indoor BBP music venue on that property (“ BBP Centennial ”) along with a BBST restaurant

(“ BBST Centennial ”).

On February 3, 2026, Venu assigned its right, title, and interest in the Purchase and Sale

Agreement to Hall at Centennial LLC (“ Hall at Centennial ”), a subsidiary of the Company, and Hall at Centennial closed

on the purchase of the Centennial Property in the first quarter of 2026.

Venu intends to open BBP Centennial in the first half of 2027.

Venues — The Sunset Amphitheater (Multi-seasonal Amphitheater)

Sunset Amphitheater Overview

largest projects Venu has planned are the development of its open-air amphitheaters, including The Sunset Amphitheater in Colorado Springs,

Colorado, which is now called “Ford Amphitheater” pursuant to the sale of the venue’s naming rights, and planned amphitheaters

in Broken Arrow, Oklahoma and the McKinney and El Paso markets of Texas.

The developments of those locations have been approved by the

respective city governments.

Venu finalized the construction of its Colorado amphitheater, Ford Amphitheater, in August 2024.

the six-month peak season each year, Venu expects each amphitheater to host up to 35-40 concerts and events.

is pursuing the development of an amphitheater in the greater Oklahoma City, Oklahoma area.

Venu previously expected to close on property

in Oklahoma City and to begin construction of a 12,500-person amphitheater in spring 2024, but the project was ultimately voted down

by city council in April 2024 due to the property’s location, so Venu is pursuing new potential locations in the Oklahoma City

market to construct the amphitheater.

each planned iteration of The Sunset Amphitheater, Venu is attempting to pioneer the concept of music and entertainment investing.

feature of each amphitheater is its private firepit suite lifetime ownership rights that Venu offers certain investors.

In addition to

the luxury firepit suites, each amphitheater location will offer reserved seating, open seating on a landscaped grass berm, and premium

hospitality offerings that will enable concertgoers to experience shows in a world-class environment.

Venu’s goal for The Sunset

Amphitheater is to serve as one of the most desirable venues in the world for artists to play and fans to experience live music.

largest projects Venu has planned are the development of its multi-seasonal amphitheaters, including The Sunset Amphitheater in

Colorado Springs, Colorado, which is now called “Ford Amphitheater” pursuant to the sale of the venue’s naming

rights, and in-development or planned amphitheaters in Broken Arrow, Oklahoma and McKinney, El Paso, and Webster, Texas.

The developments of the Broken Arrow, McKinney, and El Paso locations have been approved by the respective city governments.

respect to The Sunset Houston, Venu entered into a term sheet with the City of Webster, which binds the parties to negotiate a

definitive agreement in good faith for the development of The Sunset Houston (as described more fully below).

Venu expects each

multi-seasonable amphitheater to host approximately 70-80 concerts and events each year.

previously pursued the development of an amphitheater in the greater Oklahoma City, Oklahoma area and expected to close on a property

and begin construction of a 12,500-person amphitheater in spring 2024, but the project terminated.

Venu decided not to move forward with operations in this municipality in 2025.

each planned iteration of The Sunset Amphitheater, Venu is attempting to pioneer the concept of music and entertainment amenities in

A feature of each amphitheater is the rights to use private Luxe FireSuites that Venu offers certain venue users and patrons

through traditional cash sales, fractional financing, and NNN lease interests.

In addition to the Luxe FireSuites, each amphitheater

location will offer a variety of seating options (including reserved seating and, depending on the location, open seating), VIP club

memberships, and premium hospitality offerings that will enable concertgoers to experience shows in a world-class environment.

goal for The Sunset Amphitheater is to serve as among the most desirable venues for artists to play and fans to experience live music.

believes the naming rights for The Sunset Amphitheater venues will be the most valuable naming rights of any of its properties.

estimates that the naming rights for each of The Sunset Amphitheater venues will be acquired for between $1.0 million to $2.0 million

per year, per venue, depending on the venue’s capacity and market, pursuant to contracts with five- to ten-year terms.

the tradename of each amphitheater location is expected to change to feature the naming-rights sponsor.

it relates to Venu’s outdoor amphitheater projects, Venu does not expect to directly operate those venues, and to instead utilize

a third-party operator to, among other things, book acts and events at those venues.

In June 2023, Venu entered into an exclusive operating

agreement with AEG Presents — Rocky Mountains, LLC (“ AEG ”) pursuant to which AEG will operate Ford Amphitheater.

exclusive operating agreement with AEG grants AEG the exclusive right to operate and use Ford Amphitheater for events, subject to limited

exceptions such as Venu having the right to use and reserve the venue for local events or performances by bands that are not nationally

recognized or promoted.

The agreement sets forth the parties’ various obligations with respect to the ownership and use of the

In addition, the agreement provides for a defined split of the venue’s profits and losses between Venu and AEG in a range

between 45% to 55% between the two parties, but gives each party certain opt-out rights for events such that a party may not be responsible

for any losses that may result from certain events held at the venue (but will also not be entitled to any profits that may result from

such events).

The agreement also imposes restrictions on AEG from operating venues that are comparable to Ford Amphitheater within a

defined radius of the venue and imposes restrictions on Venu from owning, operating, or developing a competing venue within a defined

The agreement also provides that Venu is entitled to secure sponsorship rights for the venue, and sponsorship fees are included

in the factors that determine the venue losses and profits that are split between the parties also in a range between 45% to 55% between

the two parties.

expects to partner with a third-party operator and to enter into third-party operating agreements for the operations of its Sunset Amphitheater

locations planned for development in Texas and Oklahoma.

estimates that the naming rights for each of The Sunset Amphitheater venues will depend on the venue’s capacity and market and

with those naming rights to be pursuant to contracts with five- to ten-year terms.

As such, the tradename of each amphitheater location

is expected to change to feature the naming-rights sponsor.

As it relates to Venu’s

multi-seasonal amphitheater projects, Venu does not expect to directly operate those venues and to instead utilize a third-party operator

to, among other things, book acts and events at those venues.

In June 2023, Venu entered into an exclusive operating agreement with AEG

Presents — Rocky Mountains, LLC (“ AEG Presents ”), a subsidiary of the Anschutz Entertainment Group (“ AEG ”),

pursuant to which AEG Presents operates Ford Amphitheater.

After its entry by the parties, this agreement was assigned by Venu to Venu’s

wholly owned subsidiary, Sunset Operations LLC (“ SunsetOps ”), which oversees the operations of Ford Amphitheater.

in December 2025, Venu entered into Operator Agreement with Live Nation Worldwide, Inc.

(“ Live Nation ”) in connection

with the amphitheater being developed in McKinney, Texas (“ The Sunset McKinney ”).

expects to partner with a third-party operator and to enter into third-party operating agreements for the operations of its other planned

and in development Sunset Amphitheater projects.

Sunset Amphitheater — Colorado Springs, Colorado

May 2023, Venu broke ground on its first outdoor amphitheater, The Sunset Amphitheater in Colorado Springs, Colorado, which is called

Ford Amphitheater pursuant to a sale of the venue’s naming rights.

Venu opened Ford Amphitheater in August 2024.

Sunset Operations,

LLC, a wholly owned subsidiary of Venu, is the operative entity that holds assets associated with Ford Amphitheater.

May 2023, Venu broke ground on its first outdoor amphitheater, now known as Ford Amphitheater, and opened that amphitheater in August

Sunset Ops, LLC, a wholly owned subsidiary of Venu, is the operative entity that holds assets associated with Ford Amphitheater.

Amphitheater is an open-air, 8,000-person amphitheater that offers concertgoers views of Pikes Peak, the Rocky Mountains, and the United

States Air Force Academy.

Venu hopes that Ford Amphitheater will draw certain comparisons to the Red Rocks Amphitheater in Morrison,

Colorado, which is one of the most attended music venues in the country.

Ford Amphitheater was designed by industry-renowned architects

to be among the state-of-the-art open-air venues in the country.

Ford Amphitheater features luxurious firepit suites and other design

configurations original to Venu, advanced audio technology, and “white-glove” service for its premium suites.

Ford Amphitheater was designed to be among the state-of-the-art open-air venues in the country.

Ford Amphitheater

features Luxe FireSuites and other design configurations original to Venu, advanced audio technology, and “white-glove” service

for its premium suites.

Amphitheater complements the first music hall venue Venu developed in Colorado, BBP CO, and the venues together are intended to fill

an entertainment gap in the Pikes Peak region.

Venu believes Ford Amphitheater is capable of hosting the nation’s largest

touring acts, many of whom have not played Colorado Springs in the past due to a lack of suitable venues.

Ford Amphitheater expects

to host shows during the peak concert season from the beginning of May through the end of October.

Ford Amphitheater is operated by

AEG, a subsidiary of the Anschutz Entertainment Group, a major music and entertainment events presenter, pursuant to the operating

agreement between Venu and AEG generally described above.

addition to stadium-style seating and lawn seating, Ford Amphitheater delivers a premium hospitality experience with a total of 90 VIP

firepit suites, each featuring a private fireplace that can accommodate up to eight guests for a luxurious concert experience unlike

Rights to a total of 90 firepit suites are privately owned and were sold to lifetime owners by Venu over a ten-month period

before construction of Ford Amphitheater commenced.

Each suite offers the licensee the option to purchase up to eight tickets per event

hosted at Ford Amphitheater, but licensees are not obligated to purchase unused tickets, which can be privately sold or listed for sale

on Venu’s ticketing-sales platform.

Ford Amphitheater, the campus will include Roth’s Seafood and Chophouse, a fine-dining restaurant, and Brohan’s, a top-shelf,

rooftop bar, which are expected to open for restaurant and bar operations in fall 2025.

Roth’s Seafood and Chophouse is expected

to open in summer 2025 for exterior concert seating.

In addition, Notes Hospitality Collection, which is expected to open in summer 2025,

will have 40 VIP firepit suites, each featuring a private fireplace, along with 1,200 stadium style seats for shows at the Ford Amphitheater.

In addition, these 40 firepit suites were offered to lease for a 99-year term in exchange for the licensee’s payment of a one-time

lease execution fee of $200,000 due at the inception of the lease.

This entity will also include two owner’s club suites with upstairs

and downstairs viewing and seating configurations that are available for venue rentals year-round on non-Sunset CO show evenings.

the three venues are intended to deliver a premier dining and entertainment experience for music lovers, fine diners, and bourbon enthusiasts

Venu believes Ford Amphitheater is capable of hosting national touring acts, many of whom

have not played Colorado Springs in the past due to a lack of suitable venues.

Ford Amphitheater expects to host shows primarily during

the peak outdoor concert season.

Ford Amphitheater is operated by AEG Presents.

addition to stadium-style seating and lawn seating, Ford Amphitheater delivers premium hospitality experience with a total of 90 VIP

Luxe FireSuites, each featuring a private fireplace that can accommodate up to eight guests for a luxurious concert experience.

to a total of 90 Luxe FireSuites were sold and conveyed to third parties before construction of Ford Amphitheater commenced.

offers the licensee the option to purchase up to eight tickets per event hosted at Ford Amphitheater, but licensees are not obligated

to purchase unused tickets, which can be privately sold or listed for sale on Venu’s ticketing-sales platform.

Ford Amphitheater, the campus includes Roth’s Sea & Steak, a fine-dining restaurant, and Brohan’s, a top-shelf, rooftop

bar, which opened for restaurant and bar operations in November 2025.

Roth’s Sea & Steak opened in June 2025 for exterior concert

In addition, Notes Hospitality Collection, which opened in June 2025, has 40 VIP Luxe FireSuites, each featuring a private fireplace,

along with 1,200 stadium style seats for shows at the Ford Amphitheater.

In addition, these 40 Luxe FireSuites were offered to lease

for a 99-year term in exchange for the licensee’s payment of a one-time fee of $200,000 due at the inception of the lease.

also includes two owner’s club suites with upstairs and downstairs viewing and seating configurations that are available for venue

rentals year-round on non- show evenings.

Together, the three venues are intended to deliver a premier dining and entertainment experience.

Amphitheater also includes a premium parking lot.

On April 1, 2024, Venu, through one of its wholly owned subsidiaries, Notes Live Real

Estate, LLC, purchased approximately 5.5 acres adjacent to Ford Amphitheater property for $3,621,210.

Together with a 1.1-acre parcel

that the Company owns on the south side of Ford Amphitheater, Venu improved this tract into a parking lot and its used for premium parking

and contains approximately 740 total parking spaces.

May 2024, Sunset Operations, LLC (“ Sunset Ops ”), a wholly owned subsidiary of Venu, entered into a Naming and Sponsorship

Rights Agreement with Mountain States FDAF (“ FDAF ”) for the naming, sponsorship, advertising, and promotional rights

for Ford Amphitheater.

The term of the agreement is through June 30, 2034, and provides that FDAF is obligated to pay an annual fee (subject

to defined escalations during the term of the agreement) together with certain costs related to sign production for the venue.

the agreement, the amphitheater will be named “Ford Amphitheater” for the duration of the agreement’s ten-year term

(subject to potential changes in accordance with the agreement).

In addition to providing FDAF with the naming rights for the amphitheater

itself, the agreement also provides that FDAF will be the official name and title partner of Ford Amphitheater with exclusivity in the

automotive category and that FDAF will be the exclusive automobile of Ford Amphitheater along with the Hospitality Collection property

and Roth’s restaurant in development.

FDAF was also granted a right of first offer to purchase the naming and sponsorship rights

for each new market in which Venu builds a Sunset Amphitheater.

operator of Ford Amphitheater, AEG, has also entered into various sponsorship agreements related to various product categories.

1, 2024, AEG entered into a Sponsorship Agreement with Anheuser-Busch, LLC (“ AB ”) that has a term through December

31, 2027, subject to AB’s right to extend the term by one year.

For the duration of the agreement, AB will be the exclusive malt-beverage

sponsor at Ford Amphitheater and will have the exclusive right in the malt-beverage category to use Ford Amphitheater’s trademarks

for advertising, marketing, signage, and promotional purposes.

AB also has the right under the agreement to refer to itself in all marketing

materials as the “Official Beer Sponsor” and “Official RTD Sponsor” of Ford Amphitheater.

In addition to securing

those sponsorship rights, the agreement provides that AB will receive various ticket and hospitality benefits.

In exchange for the sponsorship

and event-related rights that AB will receive under the agreement, AB is obligated to pay AEG a set annual fee each year of the agreement.

exclusive operating agreement with AEG provides for a defined split between Venu and AEG of Ford Amphitheater’s profits and losses

(in a range between 45% to 55% between the two parties) but gives each party certain opt-out rights, pursuant to which a party may not

be responsible for any losses that may result from certain events held at the venue (in which case such party would also not be entitled

to any profits that may result from such events).

The agreement also provides that Venu is entitled to secure sponsorship rights for

the venue, and sponsorship fees are included in the factors that determine the venue losses and profits that are split between the parties

(in a range between 45% to 55% between the two parties).

On April 1, 2024, Venu, through one of its wholly owned subsidiaries, NLRE,

purchased approximately 5.5 acres adjacent to Ford Amphitheater property.

Together with a 1.1-acre parcel that the Company owns on

the south side of Ford Amphitheater, Venu improved this tract into a parking lot, which contains approximately 740 total parking

spaces and is used for premium parking.

On November 5, 2025, NLRE effected a sale-leaseback of the 5.5-acre property, selling it for

$14 million, and concurrently entered into a ground lease with the buyer (a significant shareholder of the Company), pursuant to which NLRE leases the property from the buyer

to allow for the property’s continued use as parking for Ford Amphitheater.

May 2024, Sunset Operations, LLC (“ Sunset Ops ”) entered into a Naming and Sponsorship Rights Agreement with Mountain

States FDAF (“ FDAF ”) for the naming, sponsorship, advertising, and promotional rights for Ford Amphitheater.

of the agreement is through June 30, 2034, and provides that FDAF is obligated to pay an annual fee (subject to defined escalations during

the term of the agreement) together with certain costs related to sign production for the venue.

Under the agreement, the amphitheater

will be named “Ford Amphitheater” for the duration of the agreement’s ten-year term (subject to potential changes in

accordance with the agreement).

In addition to providing FDAF with the naming rights for the amphitheater itself, the agreement also

provides that FDAF will be the official name and title partner of Ford Amphitheater with exclusivity in the automotive category and that

FDAF will be the exclusive automobile of Ford Amphitheater along with the Hospitality Collection property and Roth’s Sea &

FDAF was also granted a right of first offer to purchase the naming and sponsorship rights for each new market in which Venu builds

a Sunset Amphitheater.

operator of Ford Amphitheater, AEG Presents, has also entered into various sponsorship agreements related to various product

For example, on July 1, 2024, AEG Presents entered into a Sponsorship Agreement with Anheuser-Busch that has a term

through December 31, 2027, subject to Anheuser-Busch’s right to extend the term by one year.

For the duration of the

agreement, Anheuser-Busch will be the exclusive malt-beverage sponsor at Ford Amphitheater and will have the exclusive right in the

malt-beverage category to use Ford Amphitheater’s trademarks for advertising, marketing, signage, and promotional purposes.

Anheuser-Busch also has the right under the agreement to refer to itself in all marketing materials as the “Official Beer

Sponsor” and “Official RTD Sponsor” of Ford Amphitheater.

In addition to securing those sponsorship rights, the

agreement provides that Anheuser-Busch will receive various tickets and hospitality benefits.

In exchange for the sponsorship and

event-related rights that Anheuser-Busch receives under the agreement, Anheuser-Busch is obligated to pay AEG Presents a set annual

fee each year of the agreement.

exclusive operating agreement with AEG Presents provides for a defined split between Venu and AEG Presents of Ford

Amphitheater’s profits and losses (in a range between 45% to 55% between the two parties) but gives each party certain opt-out

rights, pursuant to which a party may not be responsible for any losses that may result from certain events held at the venue (in

which case such party would also not be entitled to any profits that may result from such events).

The agreement also provides that

Venu is entitled to secure sponsorship rights for the venue, and sponsorship fees are included in the factors that determine the

venue losses and profits that are split between the parties (in a range between 45% to 55% between the two parties).

Sunset at Mustang Creek — Oklahoma City, Oklahoma

June 2023, Venu entered into a binding purchase and sale agreement to acquire 21 acres of land and to lease an additional 30 acres for

parking in Oklahoma City, Oklahoma (the “ OKC Property ”), with the intent to build a 12,500-person amphitheater on

the OKC Property named The Sunset at Mustang Creek (“ The Sunset OKC ”).

June 2023, Venu entered into a purchase and sale agreement to acquire 21 acres of land and to lease an additional 30 acres for parking

in Oklahoma City, Oklahoma (the “ OKC Property ”), with the intent to build a 12,500-person amphitheater on the OKC

Property named The Sunset at Mustang Creek (“ The Sunset OKC ”).

Venu had contracted with a local private developer

4 unchanged sentences

2024, and pursuant to its terms, Venu’s good-faith deposit was returned.

Venu is aggressively pursuing potential new locations

in the Oklahoma City market to construct The Sunset OKC and is in the process of completing due diligence for a number of potential locations.

Venu is currently in negotiations with an adjacent municipality and expects to have a site contracted for The Sunset OKC’s development

in early to mid-2025.

to efforts to establish a Sunset Amphitheater in the Oklahoma City market, Venu entered into formal negotiations with the City

of Yukon, which sits just outside of Oklahoma City proper.

On March 4, 2025, the City of Yukon’s city council unanimously approved

giving the city manager authority to negotiate an economic development agreement for a 12,500 person amphitheater to be located between

I-40 and Route 66, just west of Frisco Road.

It is anticipated that a binding Letter of Intent reflecting the intent of both parties

will be considered by the city council in April 2025.

Venu decided not to move forward with operations

in this municipality in 2025.

Sunset at Broken Arrow — Broken Arrow, Oklahoma

7 unchanged sentences

Sunset BA will hold the fixed assets of The Sunset BA.

Venu also expects to form an operating entity, Sunset Operations at Broken Arrow

LLC, which will partner with a third-party operator to manage The Sunset BA’s operations.

Venu also expects that a subsidiary will partner with a third-party operator to

manage The Sunset BA’s operations.

Sunset BA is being constructed on a 17-acre property adjacent to the 165-acre Broken Arrow Events Park (“ Events Park ”),

4 unchanged sentences

lot, the widening of roads entering and leaving the park area, and the improvement of stormwater and water lines.

Venu has committed

$95 million of private investments to the construction of The Sunset BA, which it expects to finance primarily from proceeds of sales

of equity securities by Venu or Sunset BA and anticipates opening The Sunset BA in late 2025 or early 2026.

Pursuant to the Economic

Development Agreement, Sunset BA must complete the amphitheater’s construction by December 31, 2025, subject to certain conditions

and exceptions.

If the amphitheater is not fully constructed by December 31, 2025, Sunset BA must pay Broken Arrow $10,000 per month

for each month in which construction of the amphitheater remains incomplete.

360 days after construction is complete, The Sunset BA must host a minimum of 45 scheduled events each calendar year, although Venu will

aim to host closer to 60 events per year at The Sunset BA.

Concertgoers can purchase reserved seats in the upper- and lower-bowl seating

areas or enjoy general admission in the upper bowl.

The Sunset BA facility will have two unique features, including a roof and radiant

heating capacity that will provide for year-round use.

Additionally, The Sunset BA will have a total of 202 lifetime-ownership VIP firepit

suites, accommodating groups of four, eight, or ten guests in each suite, plus four ultra suites.

The Sunset BA will feature similar

amenities and suite offerings as The Sunset OKC.

January 22, 2024, Venu and Live Nation entered into an Exclusive Operating Agreement, pursuant to which Live Nation intended to serve

as the exclusive operator of The Sunset BA.

Although the parties pursued their working partnership, in August 2024, Venu and Live Nation

terminated the Exclusive Operating Agreement due to Venu determining that it is unable to construct the number of parking spaces originally

contemplated by the Exclusive Operating Agreement.

Venu is actively pursuing other third-party operators for The Sunset BA.

Development Agreement, Sunset BA construction was to be complete by December 31, 2025, subject to certain conditions and exceptions.

If the amphitheater was not fully constructed by December 31, 2025, Sunset BA was obligated to pay Broken Arrow $10,000 per month for

each month in which construction of the amphitheater remains incomplete.

On November 25, 2025, the Economic Development Agreement was

amended to change the completion date prior to any penalty to November 15th, 2026.

Substantial completion of the construction is anticipated

in the fourth quarter of 2026.

can purchase reserved seats in the upper- and lower-bowl seating areas or enjoy general admission in the upper bowl.

The Sunset BA facility

will have two unique features, including a roof and radiant heating capacity that will provide for year-round use.

Additionally, The

Sunset BA will have a total of 234 VIP Luxe FireSuites, accommodating groups of four, six, eight, or ten guests in each suite.

November 3, 2025, Venu entered into a Multi-Event Incentive Agreement with Live Nation.

Under the agreement, Live Nation may book and

promote live-music concerts, comedy events, and other mutually approved entertainment events on a non-exclusive basis at The Sunset BA

and will receive escalating incentive payments based on the number of tickets sold at events presented by Live Nation at The Sunset BA

during each contract year.

Live Nation may also receive a bonus payment if certain defined revenue targets are achieved.

Sunset Amphitheater — McKinney, Texas

1 unchanged sentence

Sunset Amphitheater to McKinney, Texas (“ The Sunset McKinney ”).

Venu partnered with retired Dallas Cowboys’

player Chad Hennings to help facilitate its Texas expansion efforts.

In April 2024, Venu entered into a Chapter 380, Grant, and Development

Agreement with the City of McKinney (“ McKinney ”) through a joint effort by McKinney, the McKinney Economic Development

Corporation (the “ MEDC ”), and the McKinney Community Development Corporation (“ MCDC ”).

entered into a First Amendment to the Chapter 380, Grant, and Development Agreement in October 2024 and a Second Amendment to such agreement

in December 2024.

Sunset at McKinney LLC, a majority-owned subsidiary of Venu that Venu exercises total voting control over, will hold

the fixed assets of The Sunset McKinney.

to Venu’s public-private partnership with McKinney, Venu will develop The Sunset McKinney on a 46-acre tract of land that is owned

In April 2024, Venu entered into a Chapter 380, Grant,

and Development Agreement with the City of McKinney (“ McKinney ”) through a joint effort by McKinney, the McKinney

Economic Development Corporation (the “ MEDC ”), and the McKinney Community Development Corporation (“ MCDC ”).

Sunset at McKinney LLC, a majority-owned subsidiary of Venu that Venu exercises total voting control over, will hold the fixed assets

of The Sunset McKinney.

to Venu’s public-private partnership with McKinney, Venu is under construction on The Sunset McKinney on a 46-acre tract of land

that was conveyed to Venu from McKinney.

Venu closed on its purchase and acquisition of the McKinney tract on January 14, 2025.

Given that one of the MCDC’s

strategic initiatives is to support the development of destination-entertainment facilities in McKinney, the MCDC has announced that

it expects to make a financial investment in The Sunset McKinney’s development.

anticipates that construction of The Sunset McKinney will begin in May 2025, with the amphitheater expected to be concert-ready in mid-2026.

Sunset Operations at McKinney LLC, a wholly owned subsidiary of Venu, will be the operative entity for The Sunset McKinney that Venu

expects will enter into an operating agreement with a third-party operator to run The Sunset McKinney’s operations.

With a seating

capacity of 20,000, The Sunset McKinney will be Venu’s largest venue to date.

The Sunset McKinney is expected to feature 295 VIP

luxury firepit suites that will be sold to lifetime owners, an Owner’s Club Suite that will accommodate 700 members, fully-covered

seating areas, traditional reserved seating along with open-seating options on a landscaped grass area that will have temperature-cooling

turf, a selection of gourmet food and drinks, state-of-the-art audio and technology enhancements, and a parking garage with 5,100 parking

spaces designed to make entering and exiting the venue as efficient as possible.

Venu expects to host between 50 to 70 shows, a combination

of indoor and outdoor shows, per year at The Sunset McKinney.

management believes McKinney will be a promising market for expanding its open-air amphitheater concept.

has initiated construction of The Sunset McKinney, with the amphitheater expected to be concert-ready in Q1 2027.

Sunset Operations at

McKinney LLC, a wholly owned subsidiary of Venu, will be the operative entity for The Sunset McKinney that Venu entered into an operating

agreement with Live Nation to be the third-party operator and run The Sunset McKinney’s operations.

With a seating capacity of

20,000, The Sunset McKinney will be Venu’s largest venue to date.

The Sunset McKinney is expected to feature 295 VIP Luxe FireSuites

that will be sold to third parties, an Owner’s Club Suite that will accommodate 700 members, fully-covered seating areas, traditional

reserved seating along with open-seating options on a landscaped grass area that will have temperature-cooling turf, a selection of gourmet

food and drinks, state-of-the-art audio and technology enhancements, and a parking garage with 5,100 parking spaces designed to make

entering and exiting the venue as efficient as possible.

management believes McKinney is a promising market for expanding its open-air amphitheater concept.

The Sunset McKinney is expected

5 unchanged sentences

develop music-industry growth.

the City of McKinney, partnering with Venu to develop The Sunset McKinney will represent a potential investment in the community in excess

of $220 million, which the city expects will drive local economic growth, catalyze commercial development, and enhance McKinney’s

the City of McKinney, partnering with Venu to develop The Sunset McKinney will represent an anticipated investment over approximately

$300 million, which the city expects will drive local economic growth, catalyze commercial development, and enhance McKinney’s

brand on a national level, while allowing Venu to expand its operations to another state and to capitalize on McKinney’s promising

entertainment market.

December 2025, Venu entered into Operator Agreement with Live Nation in connection with The Sunset McKinney.

The agreement sets forth

the parties’ various obligations with respect to the ownership and use of the venue.

In addition, the agreement provides for a

revenue-sharing arrangement through net profits generated from Live Nation’s events at The Sunset McKinney.

Sunset Amphitheater — El Paso, Texas

further expanded its Texas market presence by forming a public-private partnership with the City of El Paso, Texas (“ El

Paso ”) to bring The Sunset Amphitheater to El Paso (“ The Sunset El Paso ”).

Sunset at El Paso, LLC, a

subsidiary that Venu currently owns in its entirety, but ultimately anticipates owning a minority equity interest in (but, in each

case Venu would continue to exercise total voting control over the entity), will hold the fixed assets of The Sunset El

expanded its Texas market presence by forming a public-private partnership with the City of El Paso, Texas (“ El Paso ”)

to bring The Sunset Amphitheater to El Paso (“ The Sunset El Paso ”).

Sunset at El Paso, LLC, a subsidiary that Venu

currently owns in its entirety but ultimately anticipates owning a minority equity interest in (but, in each case Venu would continue

to exercise total voting control over the entity), will hold the fixed assets of The Sunset El Paso.

April 2024, Venu and El Paso entered into a term sheet to define the material terms of the parties’ intended public-private partnership

1 unchanged sentence

Sale Agreement, and related transaction documents (collectively, the “ Definitive El Paso Agreements ”).

City Council approved the term sheet on April 23, 2024.

The parties finalized and executed a Purchase and Sale Agreement on June 24,

2024, and the Chapter 380 Agreement on July 2, 2024.

The Purchase and Sale Agreement was amended on August 29, 2024, October 28, 2024,

January 27, 2025, and March 3, 2025, and in each case to extend the inspection period.

Venu expects to close on its purchase and acquisition

of the El Paso property on or before April 30, 2025.

finalized and executed a Purchase and Sale Agreement on June 24, 2024, and the Chapter 380 Agreement on July 2, 2024.

Also on July 2,

2024, the El Paso City Council formally approved two ordinances providing for El Paso’s conveyance of city-owned land to Venu in

accordance with applicable Texas statutory code provisions and for El Paso’s amendment of a tax-increment reinvestment project

and financing plan for the area where The Sunset El Paso will be developed to reflect the development assumptions set forth in the Chapter

380 Agreement.

The Chapter 380 Agreement was amended on April 15, 2025 to, among other things, increase the amount that Venu agreed to

invest in the acquisition, development, carrying costs, construction, and business personal property costs associated with developing

The Sunset El Paso from $80 million to $100 million.

Venu closed on its purchase and acquisition of the El Paso property on May 13, 2025.

to the terms of the Definitive El Paso Agreements, Venu will construct and manage The Sunset El Paso as a 12,500-person amphitheater

on approximately 17 acres of land that El Paso will convey to Venu.

Sunset Operations at El Paso LLC, a wholly owned subsidiary of Venu,

will be the operative entity for The Sunset El Paso that Venu expects will enter into an operating agreement with a third-party operator

to manage The Sunset El Paso’s operations.

addition to the land conveyance, El Paso will incentivize Venu’s development of The Sunset El Paso by:

(i) 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 that will be funded by the Texas Economic Development Fund;

(ii) waiving all of the development,

building permit, and inspection fees required to develop The Sunset El Paso;

(iii) providing Venu with annual rebates on real and business

personal property, sales and use, and mixed beverage taxes over up to a 20-year rebate period;

and (iv) guaranteeing and/or funding parking

facilities that will include a minimum of 3,600 spaces.

In total, El Paso is offering Venu an approximately $30.9 million performance-based

incentives package over the term of the Chapter 380 Agreement, demonstrating El Paso’s confidence that Venu’s construction

of The Sunset El Paso will stimulate both regional and international tourism, generate commercial activity, diversify and expand the

local tax base, create quality job opportunities, and promote local economic development in the city.

If Venu 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.

Recognizing the parties’ mutual intent to support The Sunset El Paso’s

successful construction and operation, El Paso agreed that it would not develop a competing live-entertainment venue with a capacity

of more than 4,000 persons within 60 miles of The Sunset El Paso;

subject to El Paso’s unrestricted right to pursue voter-approved

projects, projects affirmed by judicial decree, or regional projects that will not diminish The Sunset El Paso’s intent and operation.

Furthermore, as allowable by law, El Paso agreed to give Venu a first right of refusal to develop and/or operate any voter-approved project

as of the effective date of the Chapter 380 Agreement.

part of its public-private partnership with El Paso and in exchange for incentives package that El Paso is offering under the Chapter

380 Agreement, Venu must, among other obligations:

(i) invest at least $80 million in the acquisition, development, carrying costs, construction,

and business personal property costs associated with developing The Sunset El Paso (such amount for such purposes, the “ Minimum

Investment ”);

(ii) commence construction of The Sunset El Paso within 90 days following Entitlement;

(iii) obtain a Temporary

Certificate of Occupancy no later than 36 months after Entitlement;

(iv) secure a third-party venue operator to operate The Sunset El

Paso for a 10-year term with two, five-year extensions prior to obtaining a Certificate of Occupancy;

and (v) host a minimum of 40 national-touring

events per year.

Venu is also subject to various development and certification deadlines, including completing and providing El Paso

with a final Traffic Impact Analysis and Parking Study by August 15, 2024, submitting documentation to El Paso to verify that it has

expended the Minimum Investment and received the Temporary Certificate of Occupancy for the development of The Sunset El Paso within

36 months after Entitlement, and submitting documentation to verify that it has obtained the Certificate of Occupancy within 42 months

after Entitlement or within six months after receiving the Temporary Certificate of Occupancy.

El Paso’s Director of Economic and

International Development may extend Venu’s development deadlines by up to six months, provided that Venu has made a good-faith

effort to fulfill its obligations under the Definitive El Paso Agreements.

If Venu defaults under the terms of the Chapter 380 Agreement

and fails to timely and diligently cure such default, Venu must repay any rebates it received from El Paso during the five-year period

prior to its default pursuant to a recapture schedule to be set forth in the Chapter 380 Agreement.

like The Sunset McKinney, The Sunset El Paso will feature luxury firepit suites while offering a variety of seating options with both

mid- and lower-bowl sections and general admission seating in the upper bowl.

on land El Paso conveyed to Venu.

Sunset Operations at El Paso LLC, a wholly owned subsidiary of Venu, will be the operative entity for

The Sunset El Paso that Venu expects will enter into an operating agreement with a third-party operator to manage The Sunset El Paso’s

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.

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.

like The Sunset McKinney, The Sunset El Paso will feature Luxe FireSuites while offering a variety of seating options with both mid-

and lower-bowl sections and general admission seating in the upper bowl.

The amphitheater will have a roof and radiant heating capacity,

7 unchanged sentences

of its US and Latin audiences by showing acts from both markets.

July 2, 2024, the El Paso City Council formally approved a resolution authorizing the El Paso City Manager to execute the Chapter 380

Agreement with Venu and two ordinances providing for El Paso’s conveyance of city-owned land to Venu in accordance with applicable

Texas statutory code provisions and for El Paso’s amendment of a tax-increment reinvestment project and financing plan for the

area where The Sunset El Paso will be developed to reflect the development assumptions set forth in the Chapter 380 Agreement.

to an amendment to the Purchase and Sale Agreement between Venu and the City of El Paso dated October 28, 2024, the parties extended

the inspection period during which Venu was permitted to inspect the property to be acquired from the City of El Paso.

Sunset Amphitheater — Webster, Texas

December 2025, Venu entered into a term sheet with the City of Webster, Texas in the Greater Houston, Texas area concerning the development

of The Sunset Houston, a 12,500-capacity, multi-seasonal amphitheater.

Such term sheet constitutes a binding agreement only with respect

to an obligation to negotiate the definitive agreement in good faith, and Venu and the City of Webster may elect not to pursue the development

if unable to obtain financing on acceptable terms or may otherwise pay a termination fee to forego the project.

The project will be a

public-private partnership between Venu, the City of Webster, and the Webster Economic Development Corporation.

Sunset Houston is expected to be engineered for year-round live entertainment, capable of operating 365 days a year with a canopy roof,

wind walls, and state-of-the-art audio-visual systems.

The venue is designed with 217 private Luxe FireSuites, each seating between 4-10

The Sunset Houston is also expected to feature The Aikman Club, which is planned as a 350-seat, membership-based elevated space

built in partnership with Troy Aikman, an NFL Hall of Famer and founder of EIGHT Elite Light Beer, the “powered by” partner

for The Sunset Houston.

Venu anticipates that The Sunset Houston will open in Fall 2027 or early 2028.

Concepts — Bourbon Brothers Smokehouse & Tavern

Brothers Smokehouse & Tavern is Venu’s flagship, full-service restaurant concept.

Brothers Smokehouse & Tavern is Venu’s original, full-service restaurant concept.

BBST serves American classics and Southern

28 unchanged sentences

18,000-square-foot BBP GA music hall.

— Centennial, Colorado

discussed above, on February 3, 2026, Hall at Centennial, a subsidiary of Venu, closed on the purchase of the Centennial Property in

Centennial, Colorado.

Along with the BBP Centennial, Venu intends to develop the BBST Centennial restaurant on that property with an

anticipated opening date in early to mid-2027.

Concepts — Notes Eatery

Eatery,” formerly known as “Notes” bar, is Venu’s newest live music and restaurant concept.

Notes Eatery serves

a jazz brunch in a vibrant and eclectic environment, while also hosting private events for breakfast, lunch, and dinner.

originally opened in September 2022 as “Notes” bar in the same Colorado Springs campus where BBP CO and BBST CO operate.

Eatery features a full stage that is capable of hosting a four- to five-person band.

Since opening, the Notes Eatery stage has been booked

with performances such as open mic nights, karaoke, dance bands, and even a unique live jazz band that performs at Notes Eatery’s

weekend brunch.

In 2024, Notes Eatery hosted 201 events.

Concepts — Roth’s Seafood & Chophouse and Notes Hospitality Collection

fall 2025, Venu expects to open Roth’s Seafood & Chophouse (“ Roth’s ”), an upscale, five-star restaurant

that specializes in fine dining, in a mixed-use development that is being constructed adjacent to Ford Amphitheater.

Venu expects to

open Roth’s for purposes of exterior concert seating in summer 2025.

Roth’s and Ford Amphitheater will both sit on the 4.97-acre

tract in Colorado Springs that Venu purchased in March 2023.

Roth’s is intended to be a luxurious restaurant space and was designed

to offer views of not only the Rocky Mountains but also the Ford Amphitheater concert stage, immersing guests in what Venu believes will

be an unparalleled dining and concert experience.

Eatery,” formerly known as “Notes” bar, was a live music and restaurant concept operated by Venu before it closed.

Notes Eatery served a jazz brunch in a vibrant and eclectic environment and hosted private events for breakfast, lunch, and dinner.

Eatery originally opened in September 2022 as “Notes” bar in the same Colorado Springs campus where BBP CO and BBST CO operate.

As of July 18, 2025, Notes Eatery ceased its operations.

Concepts — Roth’s Sea & Steak and Notes Hospitality Collection

November 2025, Venu opened Roth’s Sea & Steak (“ Roth’s ”), an upscale, five-star restaurant that specializes

in fine dining, in a mixed-use development that is adjacent to Ford Amphitheater.

Venu opened Roth’s for purposes of exterior concert

seating in June 2025.

Roth’s and Ford Amphitheater both sit on the 4.97-acre tract in Colorado Springs that Venu purchased in March

Roth’s is intended to be a luxurious restaurant space and was designed to offer views of the Rocky Mountains and the Ford

Amphitheater concert stage.

Springs boasts a significant percentage of high-income households and a steady growing population.

Despite being home to many multinational

corporations and much of the defense contractor industry, customers seeking an elevated dining experience believe the city is sorely

lacking in this pinnacle of the restaurant spectrum.

corporations and much of the defense contractor industry, customers seeking an elevated dining experience believe the city is lacking

in this pinnacle of the restaurant spectrum.

Venu believes Roth’s can help fill that gap.

1 unchanged sentence

to the more affluent populations in El Paso and Douglas Counties.

Venu also believes Roth’s will be well suited for concertgoers

looking for a premium dining experience to accompany their premium tickets.

Roth’s will anchor the first floor of the mixed-use

development being constructed at the eastern perimeter of Ford Amphitheater.

On the top floor, Venu is opening a top-shelf bar and lounge

named Brohan’s, which Venu expects to open in fall 2025.

Hospitality Collection (“ NHC ”), which is expected to open in summer 2025, will feature two, approximately 1,500-square-foot

configurable hospitality spaces framing either side of Roth’s on the first floor of the mixed-use development and two, approximately

2,500-square-foot suites framing either side of the Brohan’s rooftop bar.

Venu envisions NHC being used to host corporate events,

weddings, trade shows, conventions, galas, expos, and other large gatherings.

Venu believes NHC will be a premier venue rental location

in Colorado Springs.

Venu also believes Roth’s is well suited for concertgoers looking

for premium dining experience to accompany their premium tickets.

Roth’s anchors the first floor of the mixed-use development at

the eastern perimeter of Ford Amphitheater.

On the top floor, Venu opened a “top-shelf” bar and lounge named Brohan’s,

which opened in November 2025.

Hospitality Collection (“ NHC ”), which opened in June 2025, features two, approximately 1,500-square-foot configurable

hospitality spaces framing either side of Roth’s on the first floor of the mixed-use development and two, approximately 2,500-square-foot

suites framing either side of Brohan’s rooftop bar.

Venu intends for NHC to be used for hosting corporate events, weddings, trade

shows, conventions, galas, expos, and other large gatherings.

Venu believes NHC is a premier venue rental location in Colorado Springs.

Concept — Brohan’s

is opening Brohan’s, a cocktail bar and lounge on the top floor of the mixed-use development where Roth’s and NHC are being

Brohan’s is named in honor of Venu’s longtime business development executive, Gary Tedder, whose nickname is

The bar will have premium views into Ford Amphitheater, which can be monetized during marquee shows.

Brohan’s will feature

top-shelf liquors and fine wines from around the world served by a host of bartenders and sommeliers that will be employed by Venu.

foresees Brohan’s being a popular gathering spot for happy hour or evening cocktails in an elevated environment for personal or

business use, complemented by exceptional service in a comfortable yet classy lounge space that will be enhanced by dramatic amphitheater

lighting features and striking panoramas.

Venu also envisions Brohan’s as being a go-to spot for concertgoers looking to elevate

their experience with the premium libations and views that Brohan’s will offer.

Along with Roth’s and NHC, Venu intends to

open Brohan’s in fall 2025.

opened Brohan’s, a cocktail bar and lounge on the top floor of the mixed-use development where Roth’s and NHC are located.

The bar has premium views into Ford Amphitheater, which can be monetized during marquee shows.

Venu intends for Brohan’s to be

a popular gathering spot for happy hour or evening cocktails in an elevated environment for personal or business use, complemented by

exceptional service in a comfortable yet classy lounge space that is enhanced by dramatic amphitheater lighting features and striking

Venu also envisions Brohan’s as being a “go-to” spot for concertgoers looking to elevate their experience.

Subsidiaries and Properties

25 unchanged sentences

in-kind benefits intended primarily for their personal use, such as complimentary tickets to live events.

following table summarizes Venu’s current and projected ownership and voting interests in its subsidiaries as of March 15, 2025, which Venu either

owns directly or indirectly through one of its other subsidiaries.

For subsidiaries that are not wholly owned by Venu or that Venu

anticipates later not wholly owning, the table indicates which entity owns, or would be expected to own, the remaining interest.

addition, for those subsidiaries in which certain of the non-voting members’ economic rights under the applicable operating

agreement differ from their percentage interest in the limited liability as a whole, the economic rights of the non-voting members

are outlined in the notes to the table.

following table summarizes Venu’s current and projected ownership and voting interests in its subsidiaries as of March

31, 202 6, which Venu either owns directly or indirectly through one of its other subsidiaries.

For subsidiaries that are

not wholly owned by Venu or that Venu anticipates later not wholly owning, the table indicates which entity owns, or would be expected

to own, the remaining interest.

In addition, for those subsidiaries in which certain of the non-voting members’ economic rights

under the applicable operating agreement differ from their percentage interest in the limited liability as a whole, the economic rights

of the non-voting members are outlined in the notes to the table.

Subsidiary Owner

Current or Projected Company

Ownership Percentage

or Projected Company

Bourbon Brothers Holdings LLC (“ BBH ”)

Venu Holding Corporation

Not applicable.

Notes Live Real Estate, LLC (“ NLRE ”)

Venu Holding Corporation

Bourbon Brothers Smokehouse and Tavern CS, LLC (“ BBST ”)

Not applicable.

Hospitality Income & Asset, LLC

Venu Holding Corporation

(100% voting control)

Bourbon Brothers Presents, LLC d/b/a Phil Long Music

Hall (“ BBP ”)

Third-Party Investors.

Notes Holding Company LLC (“ NHC ”)

Venu Holding Corporation

Bourbon Brothers Smokehouse and Tavern GA LLC (“ BBSTGA ”)

Not applicable.

Bourbon Brothers Licensing LLC

Venu Holding Corporation

Bourbon Brothers Presents GA LLC

Not applicable.

13141 BP, LLC

Venu Holding Corporation

Notes Holding Company, LLC (“ NHC ”)

Not applicable.

The Sunset Amphitheater LLC

Venu Holding Corporation

Sunset Amphitheater, LLC (“ Sunset ”)

voting control)

Third-Party Investors (1)

Venu Holding Corporation

Hospitality Income & Asset, LLC

voting control)

Third-Party Investors.

Polaris Pointe Parking LLC

Venu Holding Corporation

Bourbon Brothers Licensing, LLC (“ BBL ”)

Not applicable.

Venu VIP Rides LLC

Venu Holding Corporation

GA HIA, LLC (“ GAHIA ”)

voting control)

Third-Party Investors (1),

Roth’s Seafood & Chophouse LLC

Notes Live Real Estate, LLC (“ NLRE ”)

Not applicable.

Notes Hospitality Collection LLC

Roth’s Sea & Steak, LLC (“ Roth Sea ”)

Not applicable.

Sunset Hospitality Collection LLC

Operations LLC (“ SunsetOps ”)

Not applicable.

Sunset Hospitality Collection, LLC (“ SHC ”)

(as of March 31, 2026)

40% (projected ownership)

voting control)

Third-Party Investors (1),

Sunset at Mustang Creek LLC

Notes Hospitality Collection, LLC (“ NHC ”)

Not applicable.

Sunset at Broken Arrow, LLC (“ BA ”)

(as of March 31, 2026)

30% (projected ownership)

voting control)

Third-Party Investors (1)

Sunset at Broken Arrow LLC

Sunset Ground at Broken Arrow, LLC (“ BAGround ”)

Not applicable.

Sunset at Mustang Creek, LLC (“ MC ”)

of March 31, 2026) (3)

Not applicable.

Sunset at McKinney, LLC (“ MK ”)

(as of March 31, 2026)

35% (projected ownership)

(projected) (3)

voting control)

Third-Party Investors (1)

Sunset Ground at Broken Arrow, LLC

Venu Holding Corporation

Sunset Ground at McKinney LLC (“ MKGround ”)

100% (as of March 31, 2026)

30% (projected ownership) (2)

(100% voting control)

Third-Party Investors

Subsidiary Owner

Current or Projected Company

Ownership Percentage

Sunset at El Paso, LLC

Not applicable.

Sunset Operations at McKinney, LLC (“ McKinneyOps ”)

Not applicable.

Sunset at El Paso, LLC (“ EP ”)

(as of March 31, 2026) (2)

35% (projected ownership) (2)

voting control)

Third-Party Investors.

Sunset Ground at El Paso LLC

100% (as of March 15, 2025)

30% (projected ownership) (2)

(100% voting control)

Sunset Ground at El Paso LLC (“ EPGround ”)

Third-Party Investors (1)

Sunset Operations at El Paso LLC

Operations at El Paso, LLC (“ EPOps ”)

Not applicable.

Sunset at McKinney LLC

Polaris Pointe Parking, LLC (“ PPP ”)

Not applicable.

Venu Income, LLC (“ Income ”)

94% (as of March 31, 2026)

60% (projected ownership) (3)

(100% voting control)

(projected ownership not yet determined) (100% voting control)

Third-Party Investors.

Sunset Ground at McKinney LLC

100% (as of March 15, 2025)

60% (projected ownership) (3)

Venu VIP Rides, LLC (“ Rides ”)

voting control)

Third-Party Investors

Sunset Operations at McKinney LLC

Not applicable

Notes CS I, DST

Subsidiary Owner

or Projected Company

Notes CS I, DST (“ Trust ”)

Notes CS I Holdings, LLC

(as of March 31, 2026) (5)

(projected ownership is not yet determined) (5)

(projected ownership not yet determined) (5)

voting control)

Third-Party Investors (5)

13141 Notes LLC d/b/a Notes

Notes CS I Holdings, LLC (“ Holdings LLC ”)

Not applicable.

Sunset Operations LLC

Notes CS I ST, LLC (“ Signatory ”)

Not applicable.

Bourbon Brothers Presents, LLC d/b/a Phil Long Music Hall at Bourbon Brothers

Third-Party Investors

Bourbon Brothers Smokehouse and Tavern CS, LLC

Venu LuxeSuite Holdings, LLC (“ Luxe ”)

Not applicable.

Bourbon Brothers Smokehouse and Tavern GA LLC

Venu 280, LLC (“ Artist 280 ”)

Not applicable.

Bourbon Brothers Presents GA LLC

Venu Presents LLC (“ Venu Presents ”)

Not applicable.

Notes CS I Holdings, LLC

Venu Holding Corporation

Sunset at Houston in Webster LLC (“ SHOU ”)

(as of March 31, 2026)

(projected) (1)

voting control)

Third-Party Investors.

Sunset Ground at Houston in Webster LLC (“ SHOUGround ”)

(as of March 31, 2026)

ownership not yet determined)

projected) (3)

voting control)

Third-Party Investors.

Sunset Operations at Houston in Webster, LLC (“ SHOUOps ”)

Not applicable.

Notes CS I ST, LLC

Venu Holding Corporation

Hall at Centennial LLC (“ Centennial ”)

(as of March 31, 2026) 60% (projected) (1)

voting control)

Third-Party Investors.

Bourbon Brothers Smokehouse and Tavern Centennial,

LLC (“ BBSTCentennial ”)

Not applicable.

Venu or NLRE, as applicable, has sold or intends to

sell non-voting membership interests to third-party investors in this limited liability company.

However, the governing documents

for these subsidiaries provide that third-party investors who hold non-voting membership units are, in the case of distributions

resulting from operations of the venue or restaurant owned by the limited company entitled to a defined portion of distributions

of available cash that are attributable to certain revenue streams of the entities, such as ticket sales, or otherwise a targeted

All other portions of distributions of available cash from facility operations, income and profits are distributed to Venu

(or a wholly owned subsidiary of Venu) as the Class A member.

Where the economic waterfall for the holders of non-voting membership

units of a subsidiary is other than in accordance with the members’ percentage interest in the subsidiary as a whole, those

economic rights, as of the date of this Annual Report, are described below:

The Sunset Amphitheater LLC :

The Sunset Amphitheater LLC at any time makes a distribution of available cash to its members from operations, it will first distribute

to the Class B members as a class an aggregate amount equal to the “rental profit” attributed to the venue.

Class B members

share in this amount on a pro rata basis determined solely with respect to the total number of Class B units outstanding.

members are only entitled to their pro rata share of any “rental profit,” and are not entitled to any other distributions

of available cash from operations or any other income or profits of The Sunset Amphitheater LLC, which are distributable solely to

the single Class A member (Venu).

“Rental profits” are calculated on a per ticketed show basis, and the amount of “rental

profits” distributable to the Class B members for each show is calculated by multiplying $5.00 by the number of tickets sold

for the ticketed event at the venue owned by The Sunset Amphitheater LLC (excluding any other venue revenues or profits of any kind).

GA HIA, LLC :

All distributions of net

profits and available cash (other than Priority Proceeds, as defined below) to its members will be made to the Class A members, Class

B members and Class C members on a pro rata basis.

All amounts of cash received by GA HIA, LLC pursuant to the primary naming rights

for the music venue operated on GA HIA, LLC’s property and tax rebates from or through the City of Gainesville, GA (collectively,

“ Priority Proceeds ”) are distributable solely to the Class B members and Class C members on a pro rata basis.

Notwithstanding the foregoing, the Class C members are capped at an 9% annual return on their capital contribution, after which they

no longer participate in distributions for such year.

Sunset at Mustang Creek LLC :

Sunset at Mustang Creek LLC at any time makes a distribution of available cash to its members from operations, it will first distribute

to the Class B members as a class an aggregate amount equal to the “rental profit” attributed to the venue.

Class B members

share in this amount on a pro rata basis determined solely with respect to the total number of Class B units outstanding.

members are only entitled to their pro rata share of any “rental profit,” and are not entitled to any other distributions

of available cash from operations or any other income or profits of Sunset at Mustang Creek LLC, which are distributable solely to

the single Class A member (a wholly owned subsidiary of Venu).

“Rental profits” are calculated on a per ticketed show

basis, and the amount of “rental profits” distributable to the Class B members for each show is calculated by multiplying

$7.00 by the number of tickets sold for the ticketed event at the venue owned by Sunset at Mustang Creek LLC (excluding any other

venue revenues or venue profits of any kind).

Sunset at Broken Arrow LLC :

Sunset at Broken Arrow LLC at any time makes a distribution of available cash to its members from operations, it will first distribute

to the Class B members as a class an aggregate amount equal to the “rental profit” attributed to the venue.

Class B members

share in this amount on a pro rata basis determined solely with respect to the total number of Class B units outstanding.

members are only entitled to their pro rata share of any “rental profit,” and are not entitled to any other distributions

of available cash from operations or any other income or profits of Sunset at Broken Arrow LLC, which are distributable solely to

the single Class A member (a wholly owned subsidiary of Venu).

Bourbon Brothers Presents Centennial, LLC (“ BBPCentennial ”)

(as of March 31, 2026)

Third-Party Investors.

Venu or NLRE, as applicable,

has sold or intends to sell non-voting membership interests in this limited liability company to third-party investors.

the governing documents for these subsidiaries provide that third-party investors who hold non-voting membership units are, in the

case of distributions resulting from operations of the venue or restaurant owned by the limited company, entitled to a defined portion

of distributions of available cash that are attributable to certain revenue streams of the entities, such as ticket sales, or otherwise

a targeted return.

All other portions of distributions of available cash from facility operations, income and profits are distributed

to Venu (or a wholly owned subsidiary of Venu) as the Class A member.

Where the economic waterfall for the holders of non-voting

membership units of a subsidiary is other than in accordance with the members’ percentage interest in the subsidiary as a whole,

those economic rights, as of the date of this prospectus supplement, are described below:

The Sunset Amphitheater

In the event The Sunset Amphitheater LLC at any time makes a distribution of available cash to its members from operations,

it will first distribute to the Class B members as a class an aggregate amount equal to the “rental profit” attributed

to the venue.

Class B members share this amount on a pro rata basis determined solely with respect to the total number of Class B

units outstanding.

Class B members are only entitled to their pro rata share of any “rental profit,” and are not entitled

to any other distributions of available cash from operations or any other income or profits of The Sunset Amphitheater LLC, which

are distributable solely to the single Class A member (Venu).

“Rental profits” are calculated on a per ticketed show

basis, and the amount of “rental profits” distributable to the Class B members for each show is calculated by multiplying

$7.00 by the number of tickets sold for the ticketed event at the venue owned by Sunset at Broken Arrow LLC (excluding any other

venue revenues or venue profits of any kind).

Sunset at McKinney LLC :

Sunset at McKinney LLC at any time makes a distribution of available cash to its members generated through ticketed events at the

venue, the company will distributes to the Class B members, as a class and on a pro rata basis, an aggregate amount intended to cause

the Class B members to realize an annual return equal to 3% of the amount of their respective capital contributions.

All other distributions

from venue operations, income or profits of any kind are distributed solely to the single Class A member (a wholly owned subsidiary

Sunset Hospitality Collection LLC :

the event Sunset Hospitality Collection LLC at any time makes a distribution of available cash to its members attributable to lease

payments made by the tenant of the property owned by Sunset Hospitality Collection LLC, it will distribute to the Class B members

an amount intended to cause the Class B members to realize an annual return equal to 8% of the amount of the total capital contributions

of the Class B members and to the Class C members an amount intended to cause the Class C members to realize an annual return equal

to 4% of the amount of the aggregate capital contributions of Class C members.

All other distributions of cash from venue operations,

income or profits of any kind are distributed to the single Class A member (NLRE).

Venu or NLRE, as applicable, intends to sell up to

70% of the membership interests in this limited liability company to third-parties while retaining a 30% membership interest.

interests sold to third-parties will be non-voting membership units, and therefore, NLRE would maintain 100% voting control.

relates to Sunset Ground at Broken Arrow, LLC, Sunset at El Paso, LLC, Sunset Ground at El Paso LLC economic terms and rights to

be afforded to third-party (non-voting) members have not yet been determined.

NLRE intends to sell up to 40% of the membership interests

in this limited liability company to third-parties while retaining a 60% membership interest.

Any interests sold to third-party investors

will be non-voting membership units, and therefore, NLRE would maintain 100% voting control.

Economic terms and rights to be afforded

to third-party (non-voting) members in Sunset Ground at McKinney LLC have not yet been determined.

GIA HIA LLC, in addition to the voting Class A membership

units held solely by Venu, has issued non-voting Class B membership units and non-voting Class C membership units to third parties.

Sunset Hospitality Collection LLC, in addition to voting Class A membership units held solely by a wholly owned subsidiary of Venu,

has issued non-voting Class B membership units and non-voting Class C membership units to third parties.

As of the date of this Annual Report, the Company also

holds its interest in one of its real property assets through a Delaware Statutory Trust.

On August 22, 2024, NLRE conveyed the 9.41

acres of real property upon which the Ford Amphitheater is located to Notes CS I Holdings, LLC, a wholly owned subsidiary of Venu

(“ Holdings LLC ”), and Holdings LLC conveyed that property to Notes CS I, DST, a Delaware Statutory Trust (the

“ Trust ”) in exchange for a 100% of the beneficial interests in the Trust.

The signatory trustee for the Trust

is Notes CS I ST, LLC, a wholly owned subsidiary of Venu.

Beneficial owners have no voting rights with respect to the affairs of

the Trust and do not have legal title to any portion of the property held by the Trust.

Instead, the signatory trustee has the sole

power and authority to manage the activities and affairs of the Trust, including the power and authority to sell the property, and

the Trust holds legal title to the property.

Under the documents governing the Trust, beneficial interest holders are entitled to

distributions on a pro rata basis of the base rent payments made to the Trust from the ground tenant.

Holdings LLC is one of two

beneficial interest holders of the Trust and holds an approximate 99% interest.

The Trust expects to from time to time sell additional

beneficial interests to third parties but in no event is it expected that Holdings LLC would cease to hold a beneficial interest

in the Trust.

$5.00 by the number of tickets sold for the ticketed event at the venue owned by The Sunset Amphitheater LLC (excluding any other

venue revenues or profits of any kind).

All distributions of net profits and available cash (other than Priority Proceeds, as defined below) to its members

will be made to the Class A members, Class B members and Class C members on a pro rata basis.

All amounts of cash received by GA

HIA, LLC pursuant to the primary naming rights for the music venue operated on GA HIA, LLC’s property and tax rebates from

or through the City of Gainesville, Georgia (collectively, “ Priority Proceeds ”) are distributable solely to the

Class B members and Class C members on a pro rata basis.

Notwithstanding the foregoing, the Class C members are capped at a 9% annual

return on their capital contribution, after which they no longer participate in distributions for such year.

Sunset at Broken

In the event Sunset at Broken Arrow LLC at any time makes a distribution of available cash to its members from

operations, it will first distribute to the Class B members as a class an aggregate amount equal to the “rental profit”

attributed to the venue.

Class B members share this amount on a pro rata basis determined solely with respect to the total number

of Class B units outstanding.

Class B members are only entitled to their pro rata share of any “rental profit,” and are

not entitled to any other distributions of available cash from operations or any other income or profits of Sunset at Broken Arrow

LLC, which are distributable solely to the single Class A member (a wholly owned subsidiary of Venu).

“Rental profits”

are calculated on a per ticketed show basis, and the amount of “rental profits” distributable to the Class B members

for each show is calculated by multiplying $7.00 by the number of tickets sold for the ticketed event at the venue owned by Sunset

at Broken Arrow LLC (excluding any other venue revenues or venue profits of any kind).

Sunset at Broken Arrow LLC intends to offer

Class C membership interests to third parties;

holders of these non-voting membership interests are not entitled to distributions

of “rental profit” or of available cash but are entitled to certain allocations of income or losses and will be afforded

rights to utilize a suite at the venue along with rights attributable to tickets to that suite.

Sunset at McKinney

In the event Sunset at McKinney LLC at any time makes a distribution of available cash to its members generated through

ticketed events at the venue, it will distribute to the Class B members, as a class and on a pro rata basis, an aggregate amount

intended to cause the Class B members to realize an annual return equal to 3% of the amount of their respective capital contributions.

All other distributions from venue operations, income or profits of any kind are distributed solely to the single Class A member

(a wholly owned subsidiary of Venu).

Sunset at McKinney LLC has also offered Class C membership interests to third parties;

of these non-voting membership interests are not entitled to distributions of available cash but are entitled to certain allocations

of income or losses and will be afforded rights to utilize a suite at the venue along with rights attributable to tickets to that

Hospitality Collection LLC :

In the event Sunset Hospitality Collection LLC at any time makes a distribution of available

cash to its members attributable to lease payments made by the tenant of the property owned by Sunset Hospitality Collection LLC,

it will distribute to the Class B members an amount intended to cause the Class B members to realize an annual return equal to 8%

of the amount of the total capital contributions of the Class B members and to the Class C members an amount intended to cause the

Class C members to realize an annual return equal to 4% of the amount of the aggregate capital contributions of Class C members.

All other distributions of cash from venue operations, income or profits of any kind are distributed to the single Class A member

Hall at Centennial

LLC, Sunset at El Paso, LLC and Sunset at Houston in Webster LLC :

Each of these subsidiaries has initiated an offering of

non-voting membership interests;

holders of non-voting membership interests are not entitled to distributions of available cash but

are entitled to certain allocations of income or losses and will be afforded rights to utilize a suite at the applicable venue along

with rights attributable to tickets to that suite.

or NLRE, as applicable, does not currently intend to sell or grant interests in Sunset Ground at El Paso LLC to third parties, but

may later determine it is appropriate to do so.

To the extent any interests are sold or conveyed to third parties it is expected

that those interests would take the form of non-voting membership units, and therefore, NLRE (or Venu) would maintain 100% voting

April 2025, Sunset at El Paso, LLC initiated an offering of non-voting membership interests;

holders of non-voting membership interests

are not entitled to distributions of available cash but are entitled to certain allocations of income or losses and will be afforded

rights as tenants (or other rights) to utilize suites at the venue and rights attributable to tickets to the suite to which they

are deemed a tenant.

NLRE or Venu, as applicable,

does not currently intend to sell or grant interests in these subsidiaries to third parties, but may later determine whether it is

appropriate to do so.

To the extent any interests are sold or conveyed to third parties it is expected that those interests would

take the form of non-voting membership units, and therefore, NLRE (or Venu) would maintain 100% voting control.

GIA HIA LLC, in addition

to the voting Class A membership units held solely by Venu, has issued non-voting Class B membership units and non-voting Class C

membership units to third parties.

Sunset Hospitality Collection LLC, in addition to voting Class A membership units held solely

by a wholly owned subsidiary of Venu, has issued non-voting Class B membership units and non-voting Class C membership units to third

of the date of this Annual Report, the Company also holds its interest in one of its real property assets through a Delaware Statutory

On August 22, 2024, NLRE conveyed the 9.41 acres of real property upon which Ford Amphitheater is located to Notes CS I Holdings,

LLC, a wholly owned subsidiary of Venu (“ Holdings LLC ”), and Holdings LLC conveyed that property to Notes CS I,

DST, a Delaware Statutory Trust (the “ Trust ”) in exchange for a 100% of the beneficial interests in the Trust.

The signatory trustee for the Trust is Notes CS I ST, LLC, a wholly owned subsidiary of Venu.

Beneficial owners have no voting rights

with respect to the affairs of the Trust and do not have legal title to any portion of the property held by the Trust.

signatory trustee has the sole power and authority to manage the activities and affairs of the Trust, including the power and authority

to sell the property, and the Trust holds legal title to the property.

Under the documents governing the Trust, beneficial interest

holders are entitled to distributions on a pro rata basis of the base rent payments made to the Trust from the ground tenant.

LLC is one of two beneficial interest holders of the Trust and holds an approximate 81% interest.

The Trust expects to from time

to time sell additional beneficial interests to third parties, but in no event is it expected that Holdings LLC would cease to hold

a beneficial interest in the Trust.

Venu LuxeSuite Holdings,

LLC (“ Luxe ”) sells to third parties the exclusive use rights to certain suites at certain Company venues and concurrently

leases them back for a 15-year term under a triple-net lease structure.

Under these agreements, the third party pays an upfront purchase

price for the suite and Luxe leases the suite for its own use for 15 years.

The lease is “triple net,” meaning that Luxe

is responsible for all suite-related operating costs (maintenance, insurance, taxes) over the term.

Certain Venu subsidiaries that

own, or are developing, amphitheaters also may sell interests in Luxe FireSuites using this same “triple net” model.

it relates to the larger Ford Amphitheater project in which certain Company subsidiaries have a direct or indirect interest, the rights

1 unchanged sentence

Operating Agreement :

With respect to venue profits and venue losses generated at the Ford Amphitheater, those profits and losses are payable and allocated

to AEG and Venu in accordance with the terms of the exclusive operating agreement between Venu and AEG described elsewhere in this

Annual Report.

After its entry by the parties, this agreement was assigned by Venu to Venu’s wholly owned subsidiary Sunset

Operations, LLC (as defined above, “ SunsetOps ”).

SunsetOps is the Venu subsidiary that oversees the operations

of Ford Amphitheater.

Amounts due to SunsetOps under the exclusive operating agreement with AEG are based on a base fee derived from

a portion of the tickets sold at public events held at the venue, and a percentage of venue profits (with such profit split between

the two parties being in a range between 45% to 55%).

Venue profits that are split and allocated between the parties take into account

various revenues streams generated through venue events, including ticket sales, ticket rebates, VIP services, net food and beverage

sales, net revenue commissions from artist merchandise sales, parking, and venue sponsorship fees (such as naming rights), but subject

to certain limitations set forth in the agreement, and any profits that are divided between the parties are net of various venue

operating expenses incurred by the AEG and certain insurance and property expenses incurred by the owner of the venue.

With respect to venue profits and venue losses generated at Ford Amphitheater, those profits and losses are payable and allocated

to AEG Presents, a subsidiary of AEG, and Venu in accordance with the terms of the exclusive operating agreement between Venu and

AEG Presents.

After entering into the exclusive operating agreement, Venu assigned the agreement to its wholly owned subsidiary,

SunsetOps, which oversees the operations of Ford Amphitheater.

Amounts due to SunsetOps under the exclusive operating agreement with

AEG Presents are based on a base fee derived from a portion of the tickets sold at public events held at the venue, and a percentage

of venue profits (with such profit split between the two parties being in a range between 45% to 55%).

Venue profits that are split

and allocated between the parties take into account various revenues streams generated through venue events, including ticket sales,

ticket rebates, VIP services, net food and beverage sales, net revenue commissions from artist merchandise sales, parking, and venue

sponsorship fees (such as naming rights), but subject to certain limitations set forth in the agreement, and any profits that are

divided between the parties are net of various venue operating expenses incurred by AEG Presents as well as certain insurance and

property expenses incurred by the owner of the venue.

Amounts due to SunsetOps

from event and venue operations under the exclusive operating agreement with AEG are the primary source of funds utilized to pay

lease payments due under the operations leases, and as further described below, “Event Fees” and the base rent due under

the ground lease described below for the property on which Ford Amphitheater was developed, and with any excess retained by SunsetOps.

from event and venue operations under the exclusive operating agreement with AEG Presents are the primary source of funds utilized

to pay lease payments due under the operations leases as well as, as further described below, “Event Fees” and the base

rent due under the ground lease described below for the property on which Ford Amphitheater was developed, and with any excess retained

by SunsetOps.

Ground Leases :

The real property upon which

the amphitheater was developed is owned by the Trust, and The Sunset Amphitheater LLC own all of the improvements (i.e., the amphitheater)

on that property.

The Trust leases that property to Notes CS I MT, LLC, a wholly owned subsidiary of Venu (and the “master

tenant” for the property) pursuant to a “master lease”, which in turn leases the property to Sunset Amphitheater

LLC under a ground lease having substantially the same economic terms to that of the master lease.

Sunset Amphitheater, LLC is the

guarantor of the ground lease.

Pursuant to that ground lease, Notes CS I MT, LLC pays master tenant annual base rent of $3,222,000

(subject to escalation), which is paid monthly, and base rent is then remitted to the Trust and distributed pro rata to the holders

of its beneficial interests.

Operations Leases :

In connection with the operations

of the Ford Amphitheater located at the property, Sunset Amphitheater LLC entered into an operations lease (which was amended on

September 24, 2024) with Notes Live Foundation (a non-profit organization and operating under the trade name Venu Arts & Culture

Foundation), a foundation formed, in part, to accommodate certain “public use” requirements of certain municipalities

or quasi municipality entities and of which Venu is the sole member (the “ Foundation ”), and in turn, the Foundation

has entered into an operations sublease agreement with SunsetOps, as such operations sublease was amended on September 24, 2024.

During the term of that operations sublease, SunsetOps pays to the Foundation (a) annual base rent of $3,222,000.00 (subject to annual

2% annual increases), plus (b) a per-ticket amount to be determined by SunsetOps, multiplied by the total number of tickets sold

for entry into “public events” at Ford Amphitheater, not to exceed $50,000 in total unless agreed to in writing by SunsetOps

to be paid annually (the “ Charitable Trust Contribution ”), plus (c) $5.00 multiplied by the total number of tickets

sold for entry into “public events” at Ford Amphitheater (“ Event Fees ”).

In turn, under the operations

lease, the Foundation remits all payments under the operations sublease to The Sunset Amphitheater LLC, except for the Charitable

Trust Contribution (if any).

Event Fees that get remitted to Sunset Amphitheater LLC ultimately are the source of the “rental

profit” described above that is distributed by The Sunset Amphitheater LLC to its Class B members and the remainder of the

payments received by The Sunset Amphitheater LLC under these operation leases and subleases are used to pay the base rent payments

due to the master tenant and the Trust.

real property upon which the amphitheater was developed is owned by the Trust, and The Sunset Amphitheater LLC owns all of the improvements

(i.e., the amphitheater) on that property.

The Trust leases that property to Notes CS I MT, LLC, a wholly owned subsidiary of Venu

(and the “master tenant” for the property) pursuant to a “master lease,” which in turn leases the property

to The Sunset Amphitheater LLC under a ground lease that has substantially the same economic terms as that of the master lease.

Sunset Amphitheater LLC is the guarantor of the ground lease.

Pursuant to that ground lease, Notes CS I MT, LLC pays master tenant

annual base rent of $3,222,000 (subject to escalation), which is paid monthly, and base rent is then remitted to the Trust and distributed

pro rata to the holders of its beneficial interests.

In connection with the operations of Ford Amphitheater located at the property, The Sunset Amphitheater LLC entered into

an operations lease (which was amended on September 24, 2024) with Notes Live Foundation (a non-profit organization operating under

the trade name Venu Arts & Culture Foundation), a foundation formed, in part, to accommodate certain “public use”

requirements of certain municipalities or quasi-municipality entities and of which Venu is the sole member (the “ Foundation ”),

and in turn, the Foundation has entered into an operations sublease agreement with SunsetOps, as such operations sublease was amended

on September 24, 2024.

During the term of that operations sublease, SunsetOps pays to the Foundation (a) annual base rent of $3,222,000

(subject to annual 2% annual increases), plus (b) a per-ticket amount to be determined by SunsetOps, multiplied by the total number

of tickets sold for entry into “public events” at Ford Amphitheater, not to exceed $50,000 in total unless agreed to

in writing by SunsetOps to be paid annually (the “ Charitable Trust Contribution ”), plus (c) $5.00 multiplied by

the total number of tickets sold for entry into “public events” at Ford Amphitheater (“ Event Fees ”).

In turn, under the operations lease, the Foundation remits all payments under the operations sublease to The Sunset Amphitheater

LLC, except for the Charitable Trust Contribution (if any).

Event Fees that get remitted to The Sunset Amphitheater LLC are ultimately

the source of the “rental profit” described above that is distributed by The Sunset Amphitheater LLC to its Class B members,

and the remainder of the payments received by The Sunset Amphitheater LLC under the operation lease and sublease are used to pay

the base rent payments due to the master tenant and the Trust.

Brothers Holdings LLC (“ BBH ”) is a holding company designed to own and manage each of Venu’s operating entities.

In addition to the entities organized under BBH currently, Venu expects BBH will own 100% of future restaurant and event center operating

companies for entertainment campuses that Venu may to develop around the country.

current goal is that by 2028, it will have brought entertainment venues to a dozen markets where it will be operating up to ten entertainment

campuses (including its campuses in Colorado Springs, Colorado and in Gainesville, Georgia) and three or more additional open-air amphitheaters.

When developing a new entertainment campus or venue in a new market, Venu generally forms an operating company under BBH to manage the

venue’s operations.

The land and building for the venue is typically leased to the operating company by a landlord entity that

Venu (or one of its subsidiaries) either wholly owns or acquires an interest in.

companies for entertainment campuses that Venu may develop around the country.

current goal is that by 2028, it will have brought entertainment venues to additional markets.

When developing a new entertainment campus

or venue in a new market, Venu generally forms an operating company under BBH to manage the venue’s operations.

The land and building

for the venue are typically leased to the operating company by a landlord entity that Venu (or one of its subsidiaries) either wholly

owns or acquires an interest in.

Debt Obligations

fund certain of its operations and property acquisitions Venu has, at times, borrowed funds from third-party lenders.

The table below

sets forth the outstanding current debt obligations (other than ordinary course obligations) of Venu or its subsidiaries as of March

fund certain of its operations and property acquisitions, Venu has, at times, borrowed funds from third-party lenders and related parties.

The table below sets forth the outstanding current debt obligations (other than ordinary course obligations) of Venu or its subsidiaries

as of March 31, 2026.

Date of Issue

7 unchanged sentences

Integrity Bank & Trust

Aircraft Loan

Venu 280, LLC

PNC Bank, National Association

Draw Down Term Loan

Sunset Hospitality Collection, LLC

The Pueblo Bank & Trust

Venu f/k/a Bourbon Brothers Entertainment, LLC

Small Business Administration

Convertible Promissory Note

Venu and NLRE

$ 10,000,000 (1)

02/28/2027 (2)

Venu f/k/a Notes Live, Inc.

6 unchanged sentences

$ 1,000,000 (2)

set forth in the promissory note and special stipulations thereto, dated January 17, 2024, payable by Venu and Venu Real Estate,

LLC (together, the “ NL Borrowers ”) to KWO, LLC (the “ KWO Note ”), the funds borrowed by the

NL Borrowers from KWO, LLC (the “ KWO Loan ”) were to be advanced to the NL Borrowers at any time between March

1, 2024 and May 31, 2024 in multiple draws (each, a “ Draw ”), the sum of which shall not exceed $10,000,000.

of the date of this filing, the KWO Note is fully drawn on and the $10,000,000 Draw amount is outstanding.

The outstanding amount

is convertible debt and obligations can be satisfied through the conversion to Venu shares at a value of $10.00 per share.

maturity date of the KWO Note is February 28, 2027, the date that is three years after the NL Borrowers first received funds pursuant

to the first Draw on the KWO Loan.

It was extended for two years after the one year mark after the draws on the KWO Note occurred

on (i) March 1, 2024, in the amount of $3,860,582.40;

(ii) April 10, 2024, in the amount of $3,738,030.37;

and (iii) May 10, 2024,

in the amount of $2,401,387.23.

obtaining a Certificate of Occupancy, the Company will be reimbursed by MEDC for all purchase monies paid by the Company to MEDC,

up to the purchase price, and the Company and the guarantors will be released from their respective obligations under the deed of

trust, note, and personal guaranties.

Convertible Promissory Note

Venu and NLRE

3 rd Party Investors

$ 1,000,000 (2)

Promissory Note

Old Mill, LLC

$ 7,758,975 (3)

Upon obtaining a Certificate

of Occupancy, the Company will be reimbursed by MEDC for all purchase monies paid by the Company to MEDC, up to the purchase price,

and the Company and the guarantors will be released from their respective obligations under the deed of trust, note, and personal

maturity date of the convertible promissory notes is three years from the date of issuance.

The interest rate is 12% per annum and

paid quarterly in shares of Venu’s common stock at the conversion price.

The interest rate is 12% per annum and paid

quarterly in shares of the Company’s Common Stock at the conversion price.

Principal is paid at maturity in cash, or at the Company’s

option, in-kind through the issuance of shares of Company’s common stock at the conversion price.

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 notes are secured by the Company’s interests in various of its real estate assets,

interests, and projects.

option, in-kind through the issuance of shares of Common Stock at the conversion price.

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 notes are secured by the Company’s interests in various of its real estate assets, interests, and projects.

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.

promissory note agreement is entered with Old Mill, LLC, which is partially owned by a Board member of Venu.

Interest accrues at 4.5%

per annum for the first six months in the amount of $29,096.16 per month and is payable in cash on August 1, 2026.

Thereafter, interest

will accrue and be payable on February 1, 2027.

Principal, along with any accrued but unpaid interest, is payable at maturity in cash,

or at the Company’s option, in-kind through the issuance of shares of the Company’s Common Stock at the conversion price.

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.

Public-Private

47 unchanged sentences

Venu to pay a fee.

expansion into Gainesville, Georgia, Broken Arrow, Oklahoma, McKinney, Texas, and El Paso, Texas involve public-private partnerships.

summary of our public-private partnerships, including our investment commitments, purchase prices for land and/or assets, and associated

expansion into Gainesville, Georgia, Broken Arrow, Oklahoma, McKinney, Texas, and El Paso, Texas, and Houston, Texas has involved or

will involve public-private partnerships.

summary of our public-private partnerships, including purchase prices for land and/or assets, and associated

deadlines for each, is provided below.

Public-Private Partnership

Purchase Price for Land

and/or Assets

Deadline for Making Investment

or Purchasing Land/Assets

Public-Private

Price for Land

for Making Investment

Purchasing Land/Assets

Broken Arrow, Oklahoma

Minimum Capital Investment:

Purchase Price:

The closing and payment of Purchase Price occurred on May 23, 2024.

Capital Investment:

closing and payment of Purchase Price occurred on May 23, 2024.

McKinney, Texas

Purchase Price:

$35 million, payable either (i) in full, in cash, or (ii) in $10 million

cash and $25 million in a promissory note secured by a deed of trust and personally guaranteed.

Upon obtaining a Certificate of Occupancy,

the Company will be reimbursed by MEDC for all purchase monies paid by the Company to MEDC, up to the purchase price, and the Company

and the guarantors will be released from their respective obligations under the deed of trust, note, and personal guaranties.

The closing and payment of the Purchase Price occurred on January 14, 2025.

$35 million, payable either (i) in full, in cash, or (ii) in $10 million cash

and $25 million in a promissory note secured by a deed of trust and personally guaranteed.

Upon obtaining a Certificate of Occupancy, the Company will be reimbursed by MEDC for all

purchase monies paid by the Company to MEDC, up to the purchase price, and the Company and

the guarantors will be released from their respective obligations under the deed of trust,

note, and personal guaranties.

closing and payment of the Purchase Price occurred on January 14, 2025.

El Paso, Texas

Minimum Qualified Expenditures:

Purchase Price:

Qualified Expenditures:

None—The land will be conveyed by the city for no cost.

Venu must submit documentation to the City of El Paso within 36 months after Entitlement, verifying the expenditure of a minimum of $80 million in Qualified Expenditures.

Entitlement and Venu’s closing on its purchase of the El Paso property is expected to occur by April 30, 2025.

closing on the property occurred on May 13, 2025.

Public-Private

70 unchanged sentences

completed by Sunset BA and/or its contract vendors.

Furthermore, Sunset BA is required to complete its construction of The Sunset BA

amphitheater by December 31, 2025, subject to the timely completion of all obligations owed by Broken Arrow and the Broken Arrow EDA.

If Sunset BA fails to timely construct The Sunset BA amphitheater, it must pay Broken Arrow a fee of $10,000 per month for each month

that the venue remains unfinished.

Furthermore, Sunset BA is required to complete

its construction of The Sunset BA amphitheater by December 31, 2025, subject to the timely completion of all obligations owed by Broken

Arrow and the Broken Arrow EDA.

If Sunset BA fails to timely construct The Sunset BA amphitheater, it must pay Broken Arrow a fee of

$10,000 per month for each month that the venue remains unfinished.

BA also faces certain risks related to the completion of the Project Improvements that Broken Arrow agreed to make.

42 unchanged sentences

McKinney Development Agreement was amended for a second time on December 3, 2024, to:

(i) extend the date by which Venu must enter into

the required Operator Agreement to September 15, 2025;

(ii) provide that Venu will be deemed to have committed an event of default under

the McKinney Development Agreement if it defaults under the Operator Agreement, such Operator Agreement is between Venu and one of its

wholly-owned subsidiaries, and such default remains uncured beyond any applicable notice and cure period (such default, an “ Operator

Agreement Default ”);

(iii) state that if Venu commits an uncured Operator Agreement Default, Venu will not be entitled to receive

any of the contributions or incentives set forth in Section 9.8 of the McKinney Development Agreement;

(iv) expand the list of permitted

operators that Venu can enter into the Operator Agreement with to include a wholly-owned subsidiary of Venu;

and (v) require that Venu

to provide any required notices under the Operator Agreement to McKinney, MEDC, and MCDC if a wholly-owned subsidiary of Venu becomes

an operator under the Operator Agreement.

(i) extend the date by which Venu was required

to enter into the required Operator Agreement to September 15, 2025 ;

(ii) provide that Venu will be deemed to have committed

an event of default under the McKinney Development Agreement if it defaults under the Operator Agreement, such Operator Agreement is

between Venu and one of its wholly-owned subsidiaries, and such default remains uncured beyond any applicable notice and cure period

(such default, an “ Operator Agreement Default ”);

(iii) state that if Venu commits an uncured Operator Agreement Default,

Venu will not be entitled to receive any of the contributions or incentives set forth in Section 9.8 of the McKinney Development Agreement;

(iv) expand the list of permitted operators that Venu can enter into the Operator Agreement with to include a wholly-owned subsidiary

and (v) require that Venu to provide any required notices under the Operator Agreement to McKinney, MEDC, and MCDC if a wholly-owned

subsidiary of Venu becomes an operator under the Operator Agreement.

McKinney Development Agreement was amended for a third time on October 6 th , 2025, to reduce the required number of parking

to be constructed to 5,000, to correct language related to petition of bankruptcy clause and to adjust the budget and financing plan.

McKinney Development Agreement was amended for the fourth time on January 6 th of 2026, to clarify the language of responsibility

between the city and Venu for development and deployment of the signage package related to the project, adjusted the dates for deliverables

to the city related to potential Eminent Domain for offsite infrastructure to January 30, 2026, to clarify the responsibility of Venu

to retain control of the parcel in which the project is being constructed in the event any assignment, sale, lease, transfer, conveyance,

mortgage, pledge or other transfer, and provided clarifying language on the City Parties Remedies and defined specifically what was to

be provided as relates Eminent Domain documents due on January 20, 2026.

of the primary financial incentives offered to Venu through its public-private partnership with the McKinney Parties is the potential

8 unchanged sentences

guarantors from their respective obligations under the McKinney Note, the McKinney Deed of Trust, and the McKinney Guaranty.

fails to receive a TCO and to begin operations within 36 months from the Entitlement Date, Venu may still be reimbursed for the McKinney

fails to receive a TCO and begin operations within 36 months from the Entitlement Date, Venu may still be reimbursed for the McKinney

Purchase Price, but such reimbursement will be reduced by liquidated damages of $5,000 per day, which will accrue until Venu receives

2 unchanged sentences

(i) conduct a site plan and submit it to McKinney within 120 days of March 6, 2024;

(ii) conduct a noise study

and final traffic study of the McKinney Complex ingress and egress not less than one month before any public meetings regarding the required

site plan for the McKinney Complex;

(iii) submit the Preliminary Base Complex Plan (as defined in the Development Agreement) by July

(iv) provide McKinney with a financing plan, including projected sources and uses for financing proceeds, by September 1, 2024;

(v) submit the Final Base Complex Plan (as defined in the Development Agreement) by December 15, 2024;

(vi) enter into a fully executed,

binding Operator Agreement, which must have a term of at least ten years with two, five-year renewals exercisable by and at the option

of Venu, by September 15, 2025;

(vii) receive a TCO and begin operations within 36 months from the Entitlement Date;

and (viii) receive

a CO within 42 months from the Entitlement Date.

which has been met;

conduct a noise study and final traffic study of the McKinney Complex ingress and egress not less than one month before any public meetings

regarding the required site plan for the McKinney Complex, which has been met;

(iii) submit the Preliminary Base Complex Plan (as defined

in the Development Agreement) by July 15, 2024, which has been met;;

(iv) provide McKinney with a financing plan, including projected

sources and uses for financing proceeds, by September 1, 2024, which has been met;

(v) submit the Final Base Complex Plan (as defined

in the Development Agreement) by December 15, 2024, which has been met;

(vi) enter into a fully executed, binding Operator Agreement,

which must have a term of at least ten years with two, five-year renewals exercisable by and at the option of Venu, by September 15,

2025, requirements which were amended and has been met;

(vii) receive a TCO and begin operations within 36 months from the Entitlement

and (viii) receive a CO within 42 months from the Entitlement Date.

part of their public-private partnership, Venu and McKinney must prepare and adhere to a Complex Budget, which budgets the total costs

32 unchanged sentences

Upon the occurrence

of any of the events listed below (an “ Event of Default ”), Venu will be subject to the penalties described with respect

to each Event of Default, including:

Venu fails to enter into an Operator Agreement by September 15, 2025, Venu will become ineligible to receive any of the McKinney

Venu fails to obtain a TCO within 36 months from the Entitlement Date, Venu will become ineligible to receive any of the McKinney

Incentives other than the reimbursement of the McKinney Purchase Price, subject to such reimbursement being reduced by $5,000 per

day until Venu obtains a TCO.

Venu fails to obtain a CO within 42 months from the Entitlement Date, then until Venu obtains a CO, Venu will be ineligible to receive

any of the McKinney Incentives, other than the reimbursement of the McKinney Purchase Price, and Venu will be required to pay liquidated

damages in the amount of $5,000 per day in the form of a reduction to, at the McKinney Parties’ option, one or more of the

McKinney Incentives, which damages will accrue until Venu obtains a CO.

Venu becomes bankrupt, insolvent, subject to involuntary dissolution, subject to an assignment of all or substantially all of its

assets for the benefit of creditors, or subject to similar actions involving bankruptcy or creditors’ rights described in the

Development Agreement, the McKinney Parties may terminate the Development Agreement, Venu will become ineligible to receive any additional

McKinney Incentives, and if Venu has already purchased the McKinney Property but has not been reimbursed for the McKinney Purchase

Price by MEDC, then MEDC will retain the McKinney Purchase Price, including any amount of the McKinney Purchase Price already paid

to MEDC, and may exercise any remedies provided by the McKinney Deed of Trust, Development Documents (as defined in the McKinney

Deed of Trust), or applicable law.

Venu breaches the Development Agreement by failing to keep, observe, or perform any of the terms, covenants, or agreements that it

is required to keep, observe, or perform under the Development Agreement (other than those referred to in clauses (i) through (v)

above), and fails to cure such breach within the time periods specified in Section 23.1.1(e) of the Development Agreement, or if

Venu defaults under an Operator Agreement between Venu and one of its wholly-owned subsidiaries and such default remains uncured

beyond any applicable notice and cure period, then Venu must pay liquidated damages in the amount of $5,000 per day in the form of

a reduction to, at the McKinney Parties’ option, one or more of the McKinney Incentives, which damages will accrue from the

date Venu is notified of its default until Venu has cured such default;

provided, that if such default is not cured within 180 days,

Venu will thereafter not be entitled to receive any McKinney Incentives.

of any of the events identified in the Development Agreement (an “ Event of Default ”), Venu will be subject to the

penalties described with respect to each Event of Default, including:

If Venu fails to obtain

a TCO within 36 months from the Entitlement Date, Venu will become ineligible to receive any of the McKinney Incentives other than

the reimbursement of the McKinney Purchase Price, subject to such reimbursement being reduced by $5,000 per day until Venu obtains

If Venu fails to obtain

a CO within 42 months from the Entitlement Date, then until Venu obtains a CO, Venu will be ineligible to receive any of the McKinney

Incentives, other than the reimbursement of the McKinney Purchase Price, and Venu will be required to pay liquidated damages in the

amount of $5,000 per day in the form of a reduction to, at the McKinney Parties’ option, one or more of the McKinney Incentives,

which damages will accrue until Venu obtains a CO.

If Venu becomes bankrupt,

insolvent, subject to involuntary dissolution, subject to an assignment of all or substantially all of its assets for the benefit

of creditors, or subject to similar actions involving bankruptcy or creditors’ rights described in the Development Agreement,

the McKinney Parties may terminate the Development Agreement, Venu will become ineligible to receive any additional McKinney Incentives,

and if Venu has already purchased the McKinney Property but has not been reimbursed for the McKinney Purchase Price by MEDC, then

MEDC will retain the McKinney Purchase Price, including any amount of the McKinney Purchase Price already paid to MEDC, and may exercise

any remedies provided by the McKinney Deed of Trust, Development Documents (as defined in the McKinney Deed of Trust), or applicable

If Venu breaches the Development

Agreement by failing to keep, observe, or perform any of the terms, covenants, or agreements that it is required to keep, observe,

or perform under the Development Agreement (other than those referred to in clauses (i) through (v) above), and fails to cure such

breach within the time periods specified in Section 23.1.1(e) of the Development Agreement, or if Venu defaults under an Operator

Agreement between Venu and one of its wholly-owned subsidiaries and such default remains uncured beyond any applicable notice and

cure period, then Venu must pay liquidated damages in the amount of $5,000 per day in the form of a reduction to, at the McKinney

Parties’ option, one or more of the McKinney Incentives, which damages will accrue from the date Venu is notified of its default

until Venu has cured such default;

provided, that if such default is not cured within 180 days, Venu will thereafter not be entitled

to receive any McKinney Incentives.

Venu’s public-private partnership with McKinney gives Venu the potential to receive several material financial incentives, Venu

may forfeit those incentives or received reduced incentives if it fails to comply with the various deadlines and expectations set forth

may forfeit those incentives or receive reduced incentives if it fails to comply with the various deadlines and expectations set forth

in the Development Agreement.

Any reduction or forfeiture of the McKinney Incentives would result in Venu paying for more of the costs

of purchasing the McKinney Property and constructing the McKinney Complex than it anticipated when it entered the Development Agreement

Any reduction or forfeiture of the McKinney Incentives would result in Venu paying more of the costs of

purchasing the McKinney Property and constructing the McKinney Complex than it anticipated when it entered the Development Agreement

with the McKinney Parties.

12 unchanged sentences

the guarantee and/or funding of all parking facilities, the waiver of all fees for the building permits and inspections required to develop

The Sunset El Paso, and the provision of annual rebates on real and business personal property, sales and use, and mixed beverage taxes

over up to a 20-year rebate period as part of an incentives package that will total approximately $30.9 million.

Additionally, the City

of El Paso expects to contribute $8 million in cash towards construction of the amphitheater via an eight-year, zero-interest, forgivable

promissory note, which will be forgiven if Venu completes construction of The Sunset El Paso within 36 months from Entitlement and hosts

a minimum of 25 events per year in years 3-5 of the rebate period.

The Purchase and Sale Agreement was amended on August 29, 2024, October

28, 2024, January 27, 2025, and March 3, 2025, and in each case to extend the inspection period.

Venu expects to close on its purchase

and acquisition of the El Paso property on or before April 30, 2025.

The Sunset El Paso, and the provision of annual rebates on real and business personal property,

sales and use, and mixed beverage taxes over up to a 20-year rebate period as part of an incentives package that will total approximately

Additionally, the City of El Paso expects to contribute $8 million in cash towards construction of the amphitheater

via an eight-year, zero-interest, forgivable promissory note, which will be forgiven if Venu completes construction of The Sunset El

Paso within 36 months from Entitlement and hosts a minimum of 25 events per year in years 3-5 of the rebate period.

The Purchase and

Sale Agreement was amended on August 29, 2024, October 28, 2024, January 27, 2025, and March 3, 2025, and in each case to extend the

inspection period.

Venu closed on its purchase and acquisition of the El Paso property on May 13, 2025.

part of its proposed public-private partnership with El Paso and in exchange for El Paso’s incentives package, Venu must, among

11 unchanged sentences

following factors contribute to the competitive environment that Venu faces in the live-entertainment and hospitality industry:

the live-entertainment and hospitality industry, Venu will compete against other live-music venues in the states in which Venu has

expanded or plans to expand to, such as the Red Rocks Amphitheater in Morrison, Colorado, and the Toyota Music Factory near the DFW

area of Texas.

offerings in the live-entertainment and hospitality space are diverse.

Not only does Venu compete against other music venues for

bookings and ticket sales, Venu also competes against companies that offer other forms of media and entertainment, including sporting

events, music festivals, theaters, and other live-entertainment venues.

general trends indicating that consumers are willing to spend high-dollar prices to see their favorite artists perform live, many

Americans are cutting back on their entertainment spending due to recessionary fears and exorbitant, inflationary costs.

of Venu’s planned venues are a drivable, though less convenient, distance from larger cities that commonly attract big names

in entertainment, which could create an oversaturation of entertainment offerings and make it more difficult for Venu to route those

artists to its venues.

With an assortment of venue options, touring acts may be more inclined to perform at older, more established

venues despite the updated features and amenities that Venu’s venues offer.

that Venu is less than a decade old, it may not have the brand recognition that other venues do, which could make it difficult to

break into new markets.

Venu may also have difficulty competing against larger companies that can allocate greater resources to marketing,

technical operations, and brand recognition than Venu can.

operates in an industry that is affected by seasonality.

The industry is frequently affected by external factors that are beyond

Venu’s control but that may challenge Venu’s ability to operate, compete, and remain profitable.

Those external factors

may include weather incidents, natural disasters, geopolitical events, or public-health risks, all of which could lower attendance

at Venu’s venues or disrupt Venu’s concert lineup.

those factors, Venu believes it can compete in the live-entertainment and hospitality.

approach to market expansion is subject to regimented criteria and a methodical site-selection plan for developing new properties and

establishing itself in new markets.

Venu only enters a new market that it believes it is relatively barren of other live-entertainment

offerings or venues that would compete against Venu.

Venu also seeks markets that its management team or real-estate leads have ties

to, which facilitates Venu’s ability to raise capital and build relationships within the communities it is expanding in.

information on Venu’s site-selection process and expansion strategy, see “Venu’s Mission and Strategy — Site-Selection

Within the live-entertainment

and hospitality industry, Venu will compete against other live-music venues in the states in which Venu has expanded or plans to

expand to, such as the Red Rocks Amphitheater in Morrison, Colorado, and the Toyota Music Factory near the DFW area of Texas.

The offerings in the live-entertainment

and hospitality space are diverse.

Not only does Venu compete against other music venues for bookings and ticket sales, but Venu

also competes against companies that offer other forms of media and entertainment, including sporting events, music festivals, theaters,

and other live-entertainment venues.

Despite general trends

indicating that consumers are willing to spend high-dollar prices to see their favorite artists perform live, many Americans are

cutting back on their entertainment spending due to recessionary fears and exorbitant, inflationary costs.

Many of Venu’s planned

venues are a drivable, though less convenient, distance from larger cities that commonly attract big names in entertainment, which

could create an oversaturation of entertainment offerings and make it more difficult for Venu to route those artists to its venues.

With an assortment of venue options, touring acts may be more inclined to perform at older, more established venues despite the updated

features and amenities that Venu’s venues offer.

Given that Venu is less

than a decade old, it may not have the brand recognition that other venues do, which could make it difficult to break into new markets.

Venu may also have difficulty competing against larger companies that can allocate greater resources to marketing, technical operations,

and brand recognition than Venu can.

Venu operates in an industry

that is affected by seasonality.

The industry is frequently affected by external factors that are beyond Venu’s control but

that may challenge Venu’s ability to operate, compete, and remain profitable.

Those external factors may include weather incidents,

natural disasters, geopolitical events, or public-health risks, all of which could lower attendance at Venu’s venues or disrupt

Venu’s concert lineup.

those factors, Venu believes it can compete in the live-entertainment and hospitality industry.

approach to market expansion is subject to regimented criteria and a site-selection plan for developing new properties and establishing

itself in new markets.

Venu only enters a new market that it believes it is relatively barren of other live-entertainment offerings or

venues that would compete against Venu.

Venu also seeks markets that its management team or real-estate leads have ties to, which facilitates

Venu’s ability to raise capital and build relationships within the communities it is expanding in.

For more information on Venu’s

site-selection process and expansion strategy, see “Venu’s Mission and Strategy — Site-Selection Strategy .”

Additionally,

11 unchanged sentences

This is demonstrated, for example, by Venu’s strategic partnership

with AEG to operate Ford Amphitheater in Colorado Springs, Colorado.

with AEG Presents to operate Ford Amphitheater in Colorado Springs, Colorado.

is subject to an array of federal, state, and local laws.

2 unchanged sentences

The laws and regulations that Venu is subject to govern matters such as:

and land use, which dictates where Venu can build venues, how its venues can be used, and what types of events can be hosted in them;

Infrastructure

and safety standards, which require Venu to comply with building codes that ensure the soundness of the design, construction, and

structural integrity of Venu’s venues and protect the public health and safety of Venu’s occupants by setting occupancy

limits and imposing fire-safety standards;

levels, which require Venu to comply with local noise ordinances to minimize disruptions to neighborhoods and businesses in close

proximity of Venu’s live-music venues;

and employment practices, which require Venu to adhere to labor laws regarding wages, work hours, working conditions, employee rights,

and workplace safety;

sales, service, and consumption, which regulate the licenses of each of Venu’s venues to serve alcohol, impose age restrictions

for alcohol consumption, and ensure Venu upholds responsible alcohol-service standards;

Intellectual-property

rights, which Venu must respect when booking, marketing, and hosting live-music concerts and when entering into sponsorship agreements

with various companies and brands;

rights, which require Venu to protect sensitive and personal information collected from its customers or artists at its venues;

and corruption, including the Unites States Foreign Corrupt Practices Act, which prohibits Venu and is agents and intermediaries

from illegally paying, promising to pay, or receiving money or anything of value to or from any government or foreign public official

for the purpose of directly or indirectly obtaining or retaining business;

and sanitation, which establish standards for the cleanliness and sanitariness of Venu’s restaurants and venues and require

Venu to implement various precautionary measures to mitigate the spread of infectious diseases;

and beverage service operations, which govern Venu’s handling, preparation, and service of food and drinks, the hygiene of

Venu’s food-handling personnel, Venu’s upholding of various food-safety regulations, and the cleanliness of Venu’s

kitchen facilities;

practices, which regulate Venu’s compliance with laws concerning primary ticket sales, ticketing resale services in secondary

ticket markets, pricing and refunds, pricing transparency, scalping practices, and imposing ticket-related fees;

accessibility, which requires Venu to comply with the Americans with Disabilities Act of 1990 and other laws or regulations concerning

accessibility;

Environmental

protection, which govern Venu’s use of materials when designing and constructing venues and impose requirements related to

energy efficiency, waste management, and pollution control;

Federal and state securities laws, and other regulations, that pertain

to the offerings (such as firepit suite sales) conducted by Venu subsidiaries for certain of Venu’s amphitheater and development

activities, which limit Venu’s telephone and online marketing practices.

Zoning and land use, which

dictates where Venu can build venues, how its venues can be used, and what types of events can be hosted in them;

Infrastructure and safety

standards, which require Venu to comply with building codes that ensure the soundness of the design, construction, and structural

integrity of Venu’s venues and protect the public health and safety of Venu’s occupants by setting occupancy limits and

imposing fire-safety standards;

Noise levels, which require

Venu to comply with local noise ordinances to minimize disruptions to neighborhoods and businesses in close proximity of Venu’s

live-music venues;

Labor and employment practices,

which require Venu to adhere to labor laws regarding wages, work hours, working conditions, employee rights, and workplace safety;

Alcohol sales, service,

and consumption, which regulate the licenses of each of Venu’s venues to serve alcohol, impose age restrictions for alcohol

consumption, and ensure Venu upholds responsible alcohol-service standards;

Intellectual-property rights,

which Venu must respect when booking, marketing, and hosting live-music concerts and when entering into sponsorship agreements with

various companies and brands;

Privacy rights, which require

Venu to protect sensitive and personal information collected from its customers or artists at its venues;

Bribery and corruption,

including the Unites States Foreign Corrupt Practices Act, which prohibits Venu and is agents and intermediaries from illegally paying,

promising to pay, or receiving money or anything of value to or from any government or foreign public official for the purpose of

directly or indirectly obtaining or retaining business;

Health and sanitation,

which establish standards for the cleanliness and sanitariness of Venu’s restaurants and venues and require Venu to implement

various precautionary measures to mitigate the spread of infectious diseases;

Food and beverage service

operations, which govern Venu’s handling, preparation, and service of food and drinks, the hygiene of Venu’s food-handling

personnel, Venu’s upholding of various food-safety regulations, and the cleanliness of Venu’s kitchen facilities;

Ticketing practices, which

regulate Venu’s compliance with laws concerning primary ticket sales, ticketing resale services in secondary ticket markets,

pricing and refunds, pricing transparency, scalping practices, and imposing ticket-related fees;

Venue accessibility, which

requires Venu to comply with the Americans with Disabilities Act of 1990 and other laws or regulations concerning accessibility;

Environmental protection,

which governs Venu’s use of materials when designing and constructing venues and imposes requirements related to energy efficiency,

waste management, and pollution control;

Federal and state securities

laws, and other regulations, which pertain to the offerings (such as Luxe FireSuites sales) conducted by Venu subsidiaries for certain

of Venu’s amphitheater and development projects;

Marketing activities, which

limit Venu’s telephone and online marketing practices.

believes that it is materially in compliance with all of the rules, laws, and regulations that it is subject to.

8 unchanged sentences

service, and delivering exceptional entertainment experiences.

Venu is able to accomplish its compensation philosophy by offering incentive-compensation

Venu can accomplish its compensation philosophy by offering incentive-compensation

awards to employees, consultants, or directors who are designated by the Board or its committees under the Company’s Amended and

Restated 2023 Omnibus Incentive Compensation Plan or other forms of equity compensation warrants.

Incentive-compensation awards can consist

of compensatory warrants (issued outside of our Incentive Compensation Plan), incentive stock options, non-qualified stock options, stock

appreciation rights, restricted stock, restricted stock units, and performance awards.

In addition, prior to the adoption of our Incentive

Compensation Plan, Venu historically has granted compensatory warrants to employees and service providers.

anticipates increasing hiring activity as it continues to expand to new markets and open new venues.

Restated 2023 Omnibus Incentive Compensation Plan.

Incentive-compensation awards can consist of incentive stock options, non-qualified

stock options, stock appreciation rights, restricted stock, restricted stock units, and performance awards.

In addition, prior to the

adoption of our Incentive Compensation Plan, Venu historically granted compensatory warrants to employees and service providers.

anticipates increasing hiring activity as it continues to expand into new markets and open new venues.

Property Portfolio

3 unchanged sentences

The USPTO registered the trademark on August 8, 2023 (Registration No.

filed an application (U.S.

Venu filed an application (U.S.

to trademark the name “Sunset Amphitheater” with the USPTO on January 18, 2023.

The USPTO published the pending trademark application for opposition on January 23, 2024, which allows the public the opportunity

to oppose the trademark’s registration.

The USPTO issued Venu a Notice of Allowance on March 19, 2024, and Venu was required to

file a Statement of Use or an Extension Request within six months of that date but filed for an extension related to that obligation.

The USPTO published the pending trademark

application for opposition on January 23, 2024, which allows the public the opportunity to oppose the trademark’s registration.

The USPTO issued Venu a Notice of Allowance on March 19, 2024, and Venu was required to file a Statement of Use or an Extension Request

within six months of that date but has filed for several extensions related to that obligation, the latest of which was approved by the

USPTO on February 28, 2026.

The status of this trademark application is still pending.

filed an application (U.S.

98186179) to trademark the name “VENU” to use in printed and online magazines in the

fields of live music and hospitality on September 19, 2023.

The USPTO published the pending trademark application for opposition on February

11, 2025, which allows the public a 30-day period to oppose the trademark’s registration.

If no objection is filed, the USPTO will

Venu filed an application (U.S.

to trademark the name “VENU” to use in printed and online magazines in the fields of live music and hospitality on September

19, 2023, which was registered by the USPTO on April 1, 2025 (Registration No.

Income & Asset, LLC (“ HIA ”), which is a majority-owned subsidiary of Venu, filed an application to trademark the

8 unchanged sentences

for “VENU Holding Corporation,” a trade name for our former Company name, Notes Live, Inc.

June 2024, Venu filed seven additional trademark applications with the USPTO to register the following trademarks:

ROCK ON., Application No.

filed trademark applications with the USPTO to register the following trademarks:

ROCK ON., Application

98/585,965, filed on June 5, 2024;

THE STOCK THAT ROCKS, Application No.

BUY THE STOCK THAT ROCKS,

Application No.

98/585,902, filed on June 5, 2024;

IN THE STOCK THAT ROCKS, Application No.

INVEST IN THE STOCK THAT

ROCKS, Application No.

98/585,955, filed on June 5, 2024;

THE STOCK THAT ROCKS, Application No.

OWN THE STOCK THAT ROCKS,

Application No.

98/585,964, filed on June 5, 2024;

THAT ROCKS, Application No.

STOCK THAT ROCKS, Application

98/585,953, filed on June 5, 2024;

FAN OWNED., Application No.

Application No.

98/587,942, filed on June 6, 2024;

Application No.

98/605,958, filed on June 18, 2024, which was published for opposition for a 30-day period on February 4, 2025, and

will be registered by the USPTO if no objections are filed.

July 2, 2024, Venu filed the following four Statements of Trademark Registration of a Reporting Entity with the Colorado Secretary of

State to register the trademark “VENU” in four classes:

98/605,958, filed on June 18, 2024;

FIRESUITES, Application No.

99/062,206, filed on February 28, 2025.

On July 2, 2024, Venu filed the following four Statements

of Trademark Registration of a Reporting Entity with the Colorado Secretary of State to register the trademark “VENU” in four

20241713474 (Class No.

20241713521 (Class

(ii) File No.

20241713521 (Class No.

(iii) File No.

20241713551 (Class No.

February 28, 2025, Venu filed trademark application (Application No.

99/062,206) to register LUXE FIRESUITES.

and (iv) File No.

20241713564 (Class No.

Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to

Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are filed with the Securities

and Exchange Commission (the “SEC”).

These reports and other information we file with or furnish to the SEC are available

free of charge at https://investors.venu.live/financials/sec-filings as soon as reasonably practicable after they are electronically

filed with or furnished to the SEC.

In addition, the SEC maintains an internet site that contains reports, proxy and information statements,

and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.

Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), are filed with the

Securities and Exchange Commission (the “ SEC ”).

These reports and other information we file with or furnish to the

SEC are available free of charge at https://investors.venu.live/financials/sec-filings as soon as reasonably practicable after they are

electronically filed with or furnished to the SEC.

In addition, the SEC maintains an internet site that contains reports, proxy and information

statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.

use our website (www.venu.live) and various social media channels (e.g., VENU on LinkedIn) as a means of disclosing information about

10 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business