What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-03-31 compared with 2025-03-31 · 526 added, 440 removed, 346 unchanged (74% of the section changed)

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forward-looking statements contained in the following discussion and analysis.

You should carefully read the factors set forth in the

“Item 1A (Risk Factors” section of our IPO Final Prospectus, filed with the SEC on November 27, 2024,) of this Annual Report

to gain an understanding of the important factors that could cause actual results to differ materially from forward-looking statements.

Please also see the section entitled “Cautionary Note Regarding Forward-Looking Statements.” Forward-looking statements may

be identified by words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,”

“ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,”

“could,” and similar expressions.

Future operating results, however, are impossible to predict, and no guarantee or warranty

is to be inferred from those forward-looking statements.

Please see the section entitled “Cautionary Note

Regarding Forward-Looking Statements.” Forward-looking statements may be identified by words such as “anticipate,”

“estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,”

“believe,” “intend,” “may,” “will,” “should,” “could,” and similar

Future operating results, however, are impossible to predict, and no guarantee or warranty is to be inferred from those

forward-looking statements.

section presents management’s perspective on the financial condition and results of operations of Venu Holding Corporation.

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entitled “Cautionary Note Regarding Forward-Looking Statements” in this Annual Report and “Risk Factors” in our

IPO Final Prospectusthis Annual Report.

Annual Report.

Our MD&A is organized as follows:

Overview — Discussion of our business plan and strategy in order to provide context for the remainder of this MD&A.

Results of Operations — Analysis of our financial results comparing the years ended December 31, 2024 to December

and Capital Resources — Analysis of changes in our cash flows, and discussion of our financial condition and potential

sources of liquidity.

Accounting Policies and Use of Estimates — Accounting policies that we believe are important to understanding the assumptions

and judgments incorporated in our reported financial results and forecasts.

Business Overview

— Discussion of our business plan and strategy in order to provide context for the remainder of this MD&A.

Consolidated Results

of Operations — Analysis of our financial results comparing the years ended December 31, 2025 to December 31, 2024.

Liquidity and Capital

Resources — Analysis of changes in our cash flows, and discussion of our financial condition and potential sources of liquidity.

Significant Accounting

Policies and Use of Estimates — Accounting policies that we believe are important to understanding the assumptions and

judgments incorporated in our reported financial results and forecasts.

is a Colorado-based hospitality and entertainment corporation that develops, builds, owns, and operates luxury, live-entertainment venue

campuses, which consist of music halls, outdoor amphitheaters, restaurants, and bars.

As a growing entertainment and hospitality company,

we continue to expand our portfolio of indoor and outdoor music venues and entertainment campuses where music, dining, and luxury converge

in strategically selected markets.

campuses, which consist of music halls, multi-seasonal amphitheaters, restaurants, and bars.

As a growing entertainment and hospitality

company, we continue to expand our portfolio of indoor and outdoor music venues and entertainment campuses where music, dining, and luxury

converge in strategically selected markets.

Milestones and Recent Developments

operations to date have enabled us to achieve growth and the following key milestones:

Venu was founded as Bourbon Brothers Restaurants, LLC, which converted into Notes Live, Inc.

in April 2022 and changed

its name to Venu Holding Corporation in September 2024.

Venu opened its flagship restaurant, Bourbon Brothers Smokehouse & Tavern, in Colorado Springs, Colorado.

Venu opened its first live-entertainment, indoor music hall in Colorado Springs, Colorado, which was originally known as

“Boot Barn Hall” but, as of August 2024, is known as “Phil Long Music Hall at Bourbon Brothers.”

GA HIA, LLC, a subsidiary of Venu, agreed to purchase land from the Gainesville Redevelopment Authority and entered into

a public-private partnership with the City of Gainesville, Georgia pursuant to which Venu agreed to develop its second Bourbon Brothers

Presents venue in Gainesville, Georgia.

Venu opened its first live music and social bar, known as “Notes”, in Colorado Springs, Colorado.

Venu broke ground on Ford Amphitheater in Colorado Springs, Colorado.

Venu entered into an operating agreement with AEG with respect to the operation of Ford Amphitheater, which Venu opened

in August 2024.

Venu opened in second Bourbon Brothers venue and its second BBST restaurant in Gainesville, Georgia.

Venu entered into a term sheet to purchase 21 acres of land in Oklahoma City, Oklahoma

with the intent of building The Sunset at Mustang Creek, a 12,500-person outdoor amphitheater.

In April 2024, the Mustang Creek amphitheater was not approved by city council and, but Venu

is reviewing other properties in the area and entered into formal negotiations with the City

of Yukon, Oklahoma in March 2025 for the development of an amphitheater.

Venu entered into an Economic Development Agreement with the City of Broken Arrow, Oklahoma, pursuant to which the parties

are forming a public-private partnership and intend to open The Sunset BA, a 12,500-capacity amphitheater, by fall 2025.

Venu and the City of McKinney, Texas, together with the McKinney Economic Development Corporation and the McKinney Community

Development Corporation, entered into a Chapter 380, Grant, and Development Agreement, pursuant to which Venu will develop The Sunset

operations to date have enabled us to achieve growth and various milestones including:

was founded as Bourbon Brothers Restaurants, LLC, which converted into Notes Live, Inc.

in April 2022 and changed its name to Venu

Holding Corporation in September 2024.

opened Bourbon Brothers Smokehouse & Tavern, in Colorado Springs, Colorado.

opened its first live-entertainment, indoor music hall in Colorado Springs, Colorado, now known as “Phil Long Music Hall at

Bourbon Brothers.”

Venu entered into an operating agreement with AEG Presents with respect to the operation of Ford Amphitheater, which Venu

opened in August 2024.

opened its second Bourbon Brothers venue and its second BBST restaurant in Gainesville, Georgia.

October 2023:

entered into an Economic Development Agreement with the City of Broken Arrow, Oklahoma, pursuant to which the parties are forming

a public-private partnership and intend to open The Sunset BA, a 12,500-capacity amphitheater.

and the City of McKinney, Texas, together with the McKinney Economic Development Corporation and the McKinney Community Development

Corporation, entered into a Chapter 380, Grant, and Development Agreement, pursuant to which Venu will develop The Sunset McKinney.

The Chapter 380, Grant, and Development Agreement was amended in October and December 2024.

and July 2024:

Venu and the City of El Paso, Texas formed a public-private partnership by entering into a Purchase and Sale Agreement

in June 2024 and a Chapter 380 Economic Development Program Agreement in July 2024.

Pursuant to the agreements, Venu is acquiring

approximately 17 acres of land from the City of El Paso where it will construct and manage The Sunset El Paso, a 12,500-person amphitheater.

The parties amended the Purchase and Sale Agreement in August and October 2024.

Venu opened its first amphitheater, Ford Amphitheater, in Colorado Springs, Colorado, and began hosting live concerts and

events at the venue.

June and July 2024:

Venu and the City of El Paso, Texas formed a public-private partnership by entering into a Purchase and Sale Agreement in June 2024

and a Chapter 380 Economic Development Program Agreement in July 2024.

Pursuant to the agreements, Venu is acquiring approximately

17 acres of land from the City of El Paso where it will construct and manage The Sunset El Paso, a 12,500-person amphitheater.

opened its first amphitheater, Ford Amphitheater, in Colorado Springs, Colorado, and began hosting live concerts and events at the

September 2024:

Venu legally changed its name from Notes Live, Inc.

to Venu Holding Corporation.

Venu closed on the initial public offering of its Common Stock, generating net proceeds to the Company of approximately

$12.3 million, and, in connection therewith, the Company’s Common Stock was listed on the NYSE American.

Venu and the City of McKinney, Texas, together with the McKinney Economic Development Corporation, closed on its purchase

of an approximately 46-acre tract of land where it will develop The Sunset Amphitheater in McKinney, Texas.

November 2024:

closed on the initial public offering of its Common Stock, generating net proceeds to the Company of approximately $12.3 million,

and, in connection therewith, the Company’s Common Stock was listed on the NYSE American.

January 2025:

and the City of McKinney, Texas, together with the McKinney Economic Development Corporation, closed on its purchase of an approximately

46-acre tract of land where it is developing The Sunset McKinney.

Venu launched a multi-season venue configuration model, enabling potential year-round operations across upcoming and

future amphitheaters in McKinney, TX;

and Broken Arrow, OK, which are intended to

expand potential new revenue and margin opportunities.

Venu awarded Aramark Sports + Entertainment the contracts for food & beverage concessions, artist and branded venue retail,

and facilities management, including custodial and grounds maintenance, cleaning, and engineering services.

The multi-venue

agreement, will be implemented across three of the Company’s flagship amphitheaters:

The Sunset BA in Broken Arrow, Oklahoma;

The Sunset McKinney, powered by EIGHT Beer in McKinney, Texas;

and Ford Amphitheater in Colorado Springs, Colorado, where

Aramark and Venu will expand upon their existing relationship.

Venu broke ground on The Sunset McKinney in McKinney, Texas.

November 2025:

Venu, through its wholly owned subsidiary NLRE, closed on a sale-leaseback transaction on November 5, 2025 with a related party to convey

the land owned by PPP that is used for parking at Ford Amphitheater and concurrently lease the property back for a 20-year term under

a triple-net lease structure with an option to re-purchase the property within the first three years of the closing date of the sale.

November 2025:

opened its first fine-dining restaurant and bar and lounge, Roth’s Sea & Steak and Brohan’s, on November 8, 2025,

in Colorado Springs, Colorado.

November 2025:

broke ground on The Sunset El Paso in El Paso, Texas.

Venu entered into an Operator Agreement with Live Nation Worldwide, Inc.

on December 10, 2025 in connection with The

Sunset McKinney being developed in McKinney, Texas.

Venu awarded Aramark Sports + Entertainment the contracts for certain food, beverage, catering, concession, retail, custodial,

grounds, and facility maintenance services to be provided at two additional Sunset Amphitheater locations to be constructed in El

Paso, Texas and the greater Houston, Texas area.

February 2026:

closed on the purchase of land on which BBST and BBP venues will be constructed in Centennial, Colorado.

primarily generates revenue through restaurant operations, event rentals, and hosting concerts and events.

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featuring tribute bands or dueling pianos, corporate functions, or weddings.

Our BBP music halls can quickly be transitioned from one

configuration to the next.

This operational flexibility is intended to maximize our event-rental opportunities by expanding the types

of events we can host while minimizing the time it takes to stage one event to the next, allowing us, for example, to host a premier

concert one night and a wedding the following afternoon.

Our BBP music halls can be transitioned from one configuration

This operational flexibility is intended to maximize our event-rental opportunities by expanding the types of events we

can host while minimizing the time it takes to stage one event to the next, allowing us, for example, to host a concert one night and

a wedding the following afternoon.

Amphitheaters

— Amphitheaters are typically outdoor venues that accommodate between 8,000 and 20,000 concertgoers and will primarily be operated

during the summer through fall seasons.

Amphitheaters are designed with special acoustics, premium seat packages, and luxurious suites

intended to amplify guests’ music and entertainment experiences.

Our first amphitheater venue is the Ford Amphitheater in Colorado

Springs, Colorado, which is an open-air, 8,000-person venue.

In addition to lawn and stadium-style seating that allows us to offer tickets

at an array of price points, Ford Amphitheater has firepit suites that deliver premium hospitality and a more luxurious, personalized

concert experience.

Each firepit suite can accommodate up to eight guests.

Ford Amphitheater, which opened in August 2024, is designed

with 92 VIP firepit suites, accommodating a total of 736 VIP guests.

Ford Amphitheater will primarily host concerts from May through

October each year.

The amphitheaters planned for development in Oklahoma and Texas will also have firepit suites and be capable to host

multi-seasonal events.

entities that own and develop Venu’s venues are not wholly owned by Venu.

For example, Venu has a 10% ownership interest in The

Sunset Amphitheater LLC (which is the owner and developer of the Ford Amphitheater) but holds a 100% voting interest.

Venu anticipates

it will own 60% of Sunset Hospitality Collection, LLC (which is a company designed to own the building to lease to Roth Seafood &

Chophouse and Notes Hospitality Collection) but hold 100% of the voting interest.

In addition, the Company expects to own 30% of Sunset

at Broken Arrow LLC and Sunset at Mustang Creek LLC (which, respectively, will own and operate the planned amphitheaters in Broken Arrow,

Oklahoma and the greater Oklahoma City area) while, in each case, holding a 100% voting interest.

With respect to its subsidiaries that

own and develop amphitheaters, third-party members, in exchange for their capital contributions, receive an interest in the exclusive

use of a specific suite at the applicable venue and also in their capacity as equity owners receive financial interests in their pro

rata portion of a defined portion of the revenues generated by the venue for each event.

Similarly, third-party members in Sunset Hospitality

Collection LLC, receive, in exchange for their capital contribution, distributions from revenues resulting from lease payments received

on the property owned by the entity.

— Amphitheaters are venues that accommodate between 8,000 and 20,000 concertgoers.

Amphitheaters are designed with special acoustics,

premium seat packages, and luxurious suites intended to amplify guests’ music and entertainment experiences.

Our first amphitheater

venue was the Ford Amphitheater in Colorado Springs, Colorado, which is an open-air, 8,000-person venue.

In addition to lawn and stadium-style

seating that allows us to offer tickets at an array of price points, Ford Amphitheater has Luxe FireSuites that deliver premium hospitality

and a more luxurious, personalized concert experience.

Ford Amphitheater, which opened in August 2024, is designed with 92 VIP Luxe FireSuites

, accommodating a total of 736 VIP guests.

Ford Amphitheater primarily hosts concerts from April through October each year.

The amphitheaters

planned for development in Oklahoma and Texas will also have Luxe FireSuites and will host multi-seasonal events.

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

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caterer for BBP events.

Dining, Hospitality, and Entertainment Campuses — In summer 2025, Venu expects to open Roth’s Seafood & Chophouse,

a fine-dining restaurant in a mixed-use development adjacent to Ford Amphitheater, for exterior concert seating.

In fall 2025, Venu expects

for the restaurant operations of Roth’s Seafood & Chophouse to commence.

Framing either side of Roth’s will be two configurable

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

and in between the Notes Hospitality Collection spaces will be a “top-shelf” bar and lounge called Brohan’s, which,

once opened in fall 2025, will offer unobstructed views of the surrounding area Venu intends to monetize during marquee shows at Ford

Amphitheater.

following table summarizes the types of venues we are constructing or plan to develop, describing each by venue type, location, expected

opening date, and current status.

in March 2019

Amphitheaters

in August 2024

Oklahoma City area, OK*

to open in late 2026*

to open in late 2025 or early 2026

Sunset McKinney

to open in mid-2026

Sunset El Paso

to open in mid-2026

in April 2017

in September 2022

Dining & Hospitality Collection

Seafood & Chophouse

to open in summer 2025 for exterior concert seating and fall 2025 for restaurant operations

Hospitality Collection

to open in summer 2025 for exterior concert seating and fall 2025 for hosted events

to open in fall 2025

is currently in active negotiations with a municipality and expects to have a site contracted

for The Sunset OKC in the spring of 2025.

See “ The Sunset at Mustang Creek —

Oklahoma City, Oklahoma ” beginning on page 16 of this Annual Report for

more information regarding Venu’s ongoing efforts with respect to The Sunset OKC.

March 2025, Venu entered into formal negotiations with the City of Yukon,

with the intention of constructing The Sunset OKC.

Dining, Hospitality, and Entertainment Campuses — In June 2025, Venu opened Roth’s Sea & Steak, a fine-dining restaurant

in a mixed-use development adjacent to Ford Amphitheater, for exterior concert seating.

In November 2025, Venu opened the restaurant

operations of Roth’s Sea & Steak.

Framing either side of Roth’s will be two configurable hospitality spaces to be used

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

Above Roth’s and in between the Notes Hospitality

Collection spaces is a “top-shelf” bar and lounge called Brohan’s, which opened in November 2025 and offers unobstructed

views of the surrounding area that Venu intends to monetize during marquee shows at Ford Amphitheater.

following table summarizes the types of venues we are operating or otherwise in development and / or planning to develop, describing

each by venue type, location, expected opening date, and current status.

Colorado Springs, CO

Opened in March 2019

Gainesville, GA

Opened in June 2023

BBP Centennial

Centennial, CO

Expected to open early to mid-2027**

Multi-Seasonal Amphitheaters

Ford Amphitheater

Colorado Springs, CO

Opened in August 2024

The Sunset BA

Broken Arrow, OK

Expected to open in Fall 2026

The Sunset McKinney

Expected to open in Q1 2027

The Sunset El Paso

Expected to open in Fall 2027

The Sunset Houston

Greater Houston area, TX

Expected to open in Fall 2027 or early 2028***

Colorado Springs, CO

Opened in April 2017

Gainesville, GA

Opened in June 2023

BBST Centennial

Centennial, CO

Expected to open early to mid-2027**

Fine Dining & Hospitality Collection

Notes Hospitality Collection

Colorado Springs, CO

Opened in June 2025

Roth’s Sea Steak

Colorado Springs, CO

Opened in November 2025

Colorado Springs, CO

Opened in November 2025

Projected opening dates are based on Venu’s best estimates

but are subject to change.

Venu is under contract to purchase and refurbish a music hall

in the Denver metropolitan area.

Venu has entered into a term sheet with the City of Webster

and the Webster Economic Development Corporation with respect to the development of amphitheater in the City of Webster.

are negotiating a development agreement.

segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief

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Our chief operating

decision maker views our operations and manages the business in one segment.

The net operating loss for December 31, 2024 and 2023, was

$27.4 million and $11.1 million, respectively.

decision maker assesses our operations and manages the business in one segment.

The net operating loss for December 31, 2025 and 2024,

was $46.1 million and $27.4 million, respectively.

November 2023, the Financial Accounting Standards Board (“ FASB ”) issued Accounting Standards Update (“ ASU ”)

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segment expenses.

Company reports its segment information to reflect the manner in which the chief operating decision maker (the “CODM”) reviews

and assesses performance.

Company reports its segment information to reflect the manner in which the chief operating decision maker (the “ CODM ”)

reviews and assesses performance.

The Company’s Chief Executive Officer, President and Chief Operating Officer have joint responsibility

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music and restaurant concept, which originally opened as “Notes” bar before expanding to the full restaurant, Notes Eatery,

In 2025, we promoted and held 98 events at BBP CO, 129 events at BBP GA, and 16 events at Notes Eatery prior to its closure

on July 18, 2025.

Event Operations business generated $4,912,513 or 27% of our total revenue during 2025, and $5,346,120 or 30%, of our total revenue

The 74% increase of $2,270,976 in revenue generated from 2023 to 2024 was primarily attributable to BBP GA venue being open

and fully operational during the full year of 2024 while still being under construction and recognizing partial sales for 2023.

The 8% decrease of $433,607 in revenue generated from 2024 to 2025 was primarily attributable to weaker venue rentals

at BBP CO in 2025.

our Events Operations, we generate revenues through:

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inventory curated for each of our venues and at each event we promote and host.

Revenues generated through restaurant operations included F&B sales at our BBST restaurants and Notes bar (known

as Notes Eatery as of May 2024).

F&B sales include all revenues recognized with respect to stand-alone F&B sales, along with

F&B sales at BBP CO and BBP GA.

Our Restaurant Operations business generated $10,828,972, or 61%, of our total revenue during 2024.

In 2023, our Restaurant Operations business generated $9,522,523, or 76%, of our total revenue.

The 14% increase of $1,306,449 in revenue

generated from Restaurant Operations from 2023 to 2024 was primarily attributable to increases in both BBST CO and BBST GA, with BBST

GA open and fully operational during the full year of 2024 while still being under construction and recognizing partial sales for 2023.

Revenues generated through restaurant operations included F&B sales at our BBST restaurants, Roth’s Sea &

Steak, and Notes bar (known as Notes Eatery).

F&B sales include all revenues recognized with respect to stand-alone F&B sales,

along with F&B sales at BBP CO and BBP GA.

Our Restaurant Operations business generated $9,773,696, or 55%, of our total revenue

during 2025 with Roth’s Sea & Steak opening November of 2025.

In 2024, our Restaurant Operations business generated $10,828,972,

or 61% of our total revenue.

The 10% decrease of $1,055,276 in revenue generated from Restaurant Operations from 2024 to 2025 was primarily

due to the closure of the Notes Eatery restaurant in Colorado in July 2025 and softer overall F&B sales at BBST CO.

The Amphitheater Operations began generating revenue in the third quarter of 2024 with the opening of Ford Amphitheater.

Through a subsidiary, we have entered into an agreement with Anschutz Entertainment Group (“ AEG ”), AEG Presents-Rocky

Mountains, LLC, a major music and entertainment events presenter, to operate Ford Amphitheater in Colorado Springs, Colorado.

our Amphitheater Operations, we pre-sell naming rights to our amphitheater by partnering with industry-leading brands under naming-rights

At the Ford Amphitheater, we generate net profits that are split with AEG through:

(i) ticket sales, fees and rebates on

tickets for concerts and events held at Ford Amphitheater;

Through a subsidiary, we have entered into an agreement with AEG Presents-Rocky Mountains, LLC, a subsidiary of the Anschutz Entertainment

Group and a major music and entertainment events presenter, to operate Ford Amphitheater in Colorado Springs, Colorado.

Within our Amphitheater

Operations, we pre-sell naming rights to our amphitheater by partnering with industry-leading brands under naming-rights agreements.

At the Ford Amphitheater, we generate net profits that are split with AEG Presents through:

(i) ticket sales, fees, and rebates on tickets

for concerts and events held at Ford Amphitheater;

(ii) parking fees;

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and host, all of which are offset by operating expenses, artist expenses, supplies, security, utilities, insurance, overhead, and other

operating costs within our net amphitheater revenue recognition from AEG.

For future amphitheater locations we expect to open, we anticipate

entering into contractual arrangements with third-party operators having terms similar to those in our agreement with AEG.

Our Amphitheater

Operations generated net profits, over a partial season of 20 shows, of $1,659,291, or 9%, of our total revenue during 2024.

operating costs within our net amphitheater revenue recognition from AEG Presents.

For future amphitheater locations we expect to open,

we anticipate entering into contractual arrangements with third-party operators having terms similar to those in our agreement with AEG

Our Amphitheater Operations generated net profits over a full season of 28 shows of $3,210,837 or 18% of our total revenue

In 2024, our Amphitheater Operations generated net profits over a partial season of 20 shows of $1,659,291, or 9% of our

total revenue during 2024.

The 94% increase of $1,551,546 in revenue generated from Amphitheater Operations is primarily due to Ford

Amphitheater being open for a full concert season from April to October in 2025 compared to only being open from August to October in

2024, and increased sponsorships received.

The Company anticipates this amphitheater revenue to continue to grow in 2026 as the Ford

Amphitheater is expected to grow its number of shows and average ticket price per show sold per show year over year.

Equity Offerings

our formation in 2017, we have funded our operations, in part, through proceeds from private sales of our equity securities.

2024, we raised $32,059,550 in a private offering of our Common Stock.

We have used, and expect to use, the proceeds of that offering

primarily to fund marketing, recruitment and development of staff, costs for operating Ford Amphitheater, pre-opening costs for Roth’s

Seafood and Chophouse and Notes Hospitality Collection restaurant venues in Colorado Springs, Colorado, and other working capital needs.

our formation in 2017, we have funded our operations, in part, through proceeds from private sales of our equity and debt securities.

anticipate raising additional cash through the private sales of membership interests in certain of our subsidiary entities (including

interests in our firepit suites) at our amphitheater locations, collaborative arrangements such as owner’s clubs, or a combination

interests in our Luxe FireSuites) at our amphitheater locations, collaborative arrangements such as owner’s clubs, or a combination

thereof, to continue to fund our construction of venues.

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Public Offering

November 26, 2024, we completed our initial public offering (the “ Offering ”) of 1,200,000 shares Common Stock at a

public offering price of $10.00 per share, generating gross proceeds of $12,000,000.

We also granted the underwriters a 45-day option

to purchase up to 180,000 additional shares of Common Stock on the same terms and conditions for the purpose of covering any over-allotments

in connection with the Offering, which the underwriters exercised on November 29, 2024.

The shares of Common Stock were offered and sold

pursuant to the Company’s Registration Statement on Form S-1 (File No.

333-281271), originally filed with the U.S.

Securities and

Exchange Commission (the “Commission”) on August 6, 2024, and later amended (as amended, the “Registration Statement”).

The Registration Statement was declared effective by the Commission on November 12, 2024.

The closing of the Offering took place on November

We received net proceeds of approximately $12.3 million from the Offering, after deducting underwriting discounts and commissions

and other offering expenses.

November 2024, we completed our initial public offering (the “ Offering ”) of 1,200,000 shares Common Stock at a public

offering price of $10.00 per share, generating gross proceeds of $12,000,000.

We also granted the underwriters a 45-day option to purchase

up to 180,000 additional shares of Common Stock on the same terms and conditions for the purpose of covering any over-allotments in connection

with the Offering, which the underwriters exercised on November 29, 2024.

We received net proceeds of approximately $12.3 million from

the Offering, after deducting underwriting discounts and commissions and other offering expenses.

Equity Offerings

August 26, 2025, we completed a public offering of 2,500,000 shares of the Common Stock, at a price to the public of $12.00 per share,

generating gross proceeds of $30,000,000.

We also granted the underwriters a 45-day option to purchase up to 375,000 additional shares

of Common Stock, representing 15% of the shares of Common Stock sold in the offering, on the same terms and conditions for the purpose

of covering any over-allotments in connection with the Offering.

The underwriters exercised this option in full on August 27, 2026 to

purchase 375,000 additional shares of Common Stock.

We received net proceeds of approximately $32.0 million, after deducting the underwriting

discounts and commissions and other offering expenses.

March 8, 2026, we completed a public offering of 14,340,000 shares of Common Stock, and pre-funded warrants to purchase up to 4,410,000

shares of Common Stock (“ Pre-Funded Warrants ”), in lieu of shares of Common Stock, in each case together with accompanying

warrants to purchase up to 18,750,000 shares of Common Stock (“ Common Warrants ”).

The aggregate public offering price

for each share of Common Stock, together with one Common Warrant, is $4.00.

The aggregate public offering price for each Pre-Funded Warrant,

together with one Common Warrant, is $3.999.

The closing of the offering took place on March 10, 2026.

We also granted the underwriters

a 45-day option to purchase up to an additional 2,812,500 shares of Common Stock and/or 2,812,500 Pre-Funded Warrants and/or 2,812,500

Common Warrants to cover any over-allotments in connection with the offering.

On March 9, 2026, the underwriters partially exercised

the over-allotment option to purchase 2,812,500 Common Warrants at a purchase price of $0.0093 per Common Warrant.

We received net proceeds

of approximately $69.8 million, after deducting the underwriting discounts and commissions and other offering expenses.

of Year-to-Year Financial Comparison

the years ended December 31, 2025 and 2024:

generated total revenue of $17,834,383 and $12,597,664, respectively, representing year-over-year growth of $5,236,719 or approximately

had a net loss of $32,948,973 and $11,386,793, respectively, representing a year-over-year increase in net loss of $21,562,180 or

approximately 189%;

net cash provided by (used in) operating activities was $3,608,417 and $(4,876,172), respectively, representing year-over-year increase

in cash provided by operating activities of $8,484,589 or approximately 174%;

net cash used in investing activities was $(74,951,561) and $(31,165,063), respectively, representing year-over-year increase in

cash used in investing activities of $43,786,498 or approximately 140%;

net cash provided by financing activities was $89,111,494 and $32,771,605, respectively, representing year-over-year increase in

cash provided by financing activities of $56,339,889 or approximately 172%.

We generated total revenue

of $17,897,046 and $17,834,383, respectively, representing year-over-year growth of $62,663 or approximately 0.3%;

We had a net loss of $50,781,223

and $32,948,973, respectively, representing a year-over-year increase in net loss of $17,832,249 or approximately 54%;

Our net cash provided by

operating activities was $7,649,200 and $3,757,717, respectively, representing year-over-year increase in cash provided by operating

activities of $3,891,483 or approximately 104%;

Our net cash used in investing

activities was $(133,432,522) and $(72,409,565), respectively, representing year-over-year increase in cash used in investing activities

of $61,022,957 or approximately 84%;

Our net cash provided by

financing activities was $129,120,226 and $86,420,198, respectively, representing year-over-year increase in cash provided by financing

activities of $42,700,028 or approximately 49%.

Results of Operations

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forth our results of operations for the years ended December 31, 2025 and 2024, respectively.

Amphitheater in Colorado Springs opened August 9, 2024.

A fine-dining restaurant, Roth’s Sea & Steak, and a rooftop bar, Brohan’s,

opened for restaurant and bar operations in November 2025, and premier event rental space and suites known as Notes Hospitality Collection

surrounding that development opened in June 2025.

Roth’s opened for exterior concert seating in June 2025, which, along with seating

from Notes Hospitality Collection, opened an additional 1,200 seats for viewing concerts at Ford Amphitheater.

Even though this amphitheater

had a shortened 2024 season, it positively impacted Venu’s financial performance in 2024.

For the years ended

Restaurant including food and beverage revenue

Event center ticket and fees revenue

Rental and sponsorship revenue

Total revenues

Restaurant including food and beverage revenue, net

$ (1,055,276 )

Event center ticket and fees revenue, net

Rental and sponsorship revenue, net

Total revenues, net

Operating costs

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Total operating costs

Gain on sale of property ($6,608,315 gain from related party transaction)

Loss from operations

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Other income (expense), net

Interest expense

(3,906,959.00 )

Interest expense, net

Other expense

Total other income (expense), net

$ (50,781,223 )

Loss on sale of investments

Interest income

Total other expense, net

$ (32,948,974 )

$ (17,832,249 )

Net loss attributable to non-controlling interests

Net loss attributable to Venu

(44,093,722 )

(30,339,755 )

Net loss attributable to non-controlling interests

(13,753,967 )

Preferred stock dividend

Net loss attributable to common stockholders

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$ (13,977,842 )

Amphitheater in Colorado Springs opened August 9, 2024.

A fine-dining restaurant, Roth’s Seafood and Chophouse, and a rooftop bar,

Brohan’s, are expected to open for restaurant and bar operations in fall 2025, and premier event rental space and suites known

as Notes Hospitality Collection surrounding that development are expected to open in summer 2025.

Roth’s is expected to open for

exterior concert seating in summer 2025, which, along with seating from Notes Hospitality Collection, will open an additional 1,200 seats

for viewing concerts at Ford Amphitheater.

Even though this amphitheater had a shortened 2024 season, it positively impacted Venu’s

financial performance in 2024.

revenues increased $62,663 during the year ended December 31, 2025, as compared to the prior year.

As components of our single reportable

business segment, revenues generated from our “Restaurant including food and beverage” component, our “Event center

ticket and fees” component increased $1,306,449 and $2,495,652, respectively, during the year ended December 31, 2024, as compared

to the prior year.

business segment, revenues generated from our “Event center ticket and fees” component increased $1,396,808 during the year

ended December 31, 2025, as compared to the prior year.

respect to the increase in revenue generated during 2025 compared to 2024, the increase was primarily attributable to the opening of

Ford Amphitheater in August 2024.

The opening of Ford Amphitheater in August 2024, and the holding of 20 events through December 31,

2024, was the primary factor that contributed to the increase in our event center ticket and fee revenue during the 2024 period, as well

as the increase in our sponsorship revenue as we recognized revenues through our sponsorship agreement for that venue.

BBST CO and BBP

CO experienced increased revenues for the year ended December 31, 2024 compared to December 31, 2023, which management primarily attributes

to our BBST GA restaurant and BBP GA venue being open and fully operational during the full year of 2024 while still being under construction

until June 2023.

Ford Amphitheater for a full concert season and holding 28 events from April to October in 2025 compared to only being open for a partial

concert season and holding 20 events from August to October in 2024.

This was the primary factor that contributed to the increase in

our event center ticket and fee revenue during the 2025 period, as well as the increase in our sponsorship revenue through our sponsorship

agreement for that venue.

The opening of Notes Hospitality Collection in June 2025, which offers 1,200 additions to seating to view concerts

and shows at Ford Amphitheater, also contributed to the increase in event center ticket and fee revenue during 2025, as well as the increase

in our sponsorship revenue as we started recognizing the long-term licensing liability associated with prepaid club memberships for fire

and Beverage Costs.

Our F&B costs increased $192,774 during the year ended December 31, 2024, as compared to the prior year,

which costs increases were primarily driven by our increase in sales volumes, along with increased raw ingredients and food costs due

to inflation.

Our F&B costs decreased $29,929 during the year ended December 31, 2025, as compared to the prior year.

was primarily driven by a decrease in sales volumes.

Center Costs.

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to the prior year.

This was primarily due to the added costs of operating our BBP GA venue in Gainesville, Georgia, as it was open for

a full year in 2024 compared to a half year in 2023 after it opened in June 2023.

Our labor costs increased $716,410 during the year ended December 31, 2024, as compared to the prior year, an increase believed

by management to be driven by inflationary pressures, along with the additional of our BBST GA and BBP GA restaurant and venue in Gainesville,

Georgia for a full year in 2024 as compared to a half year in 2023 beginning in June 2023.

This was primarily due to increase in talent costs of operating our BBP venues in Gainesville, Georgia and Colorado

Springs, Colorado, increase in security and parking costs for opening of Ford Amphitheater for a full concert season.

Our labor costs increased $274,583 during the year ended December 31, 2025, as compared to the prior year, primarily due to

increases in headcount and minimum wages.

Our rent costs increased $476,451 during the year ended December 31, 2025, as compared to the prior year, primarily due to

the added costs of operating and paying rent costs for our BBST GA and BBP GA restaurant and venue in Gainesville, Georgia for a full

year in 2024 as compared to a half year in 2023 beginning in June 2023.

increases in annual base rents, property taxes, and insurance expenses over several locations and an additional corporate leased space

in McKinney, Texas and leased parking lot in Colorado Springs, Colorado.

and administrative.

Our general and administrative expenses increased $18,122,299 during the year ended December 31, 2025 as compared

to the prior year, representing approximately 38% of our increases in expenses during 2024 compared to 2023, which included additional

expenses related to our efforts to expand the Company’s growth to the additional states of Oklahoma and Texas, which included expenses

such as travel, business development, and staff recruitment and development along with pre-opening expenses of Ford Amphitheater in 2024.

Our general and administrative expenses are also included in operating expenses and consist primarily of expenditures related to compensation,

legal, auditing and tax, other professional services, and general operating expenses.

to the prior year, representing approximately 70% of our increases in expenses during 2025 compared to 2024, due to the Company’s

expansion efforts into additional municipalities, pre-opening expenses for SHC, Roth’s Sea and Steak and Brohan’s, and increased

sales of interests in our fire suites with increased associated costs.

These expansion plans require increased travel, business development,

staff recruitment and development of such staff, along with compensation, legal, auditing, tax, marketing, other professional services,

and general working capital expenses.

The Company anticipates these costs to continue to increase period over period as the Company expands

its teams into new markets, continues construction of its entertainment campuses and anticipates growth of its balance sheet over the

next several years.

compensation .

Our increase in equity compensation was primarily the result of equity-based compensation that was issued to employees

and for services and non-cash financing during fiscal year 2024 compared to fiscal year 2023.

Our equity compensation increased $3,330,554 during the year ended December 31, 2025 as compared to the prior year

due to various equity awards granted during the period to employees, consultants and service providers, and 2.5 million options granted

in January 2025 to the Chairman & CEO of Venu and a related party regarding their personal guaranty of the McKinney purchase of land.

and Amortization Costs.

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Management primarily attributes our increase in depreciation and amortization costs during 2025 compared to 2024 to

our BBST GA and BBP GA restaurant and venue being open and operational during the full year in 2024 but not until late in the second

quarter of 2023, along with Ford Amphitheater opening late in the third quarter of 2024.

expense totaled $2,500,006 and $0 during 2024 and 2023, respectively.

The increase in other expense during 2024 compared to 2023 was

primarily due to the financing expense the Company recognized on a convertible promissory note issued in January 2024.

had interest expense of approximately $3,906,959 and $331,674 for the years ended December 31, 2024 and 2023, respectively.

of $3,575,285 for 2024 compared to 2023 was primarily attributable to the addition of the mortgage on the BBST GA and BBP GA properties,

along with the amortization of the debt discount fees on the convertible debt.

on Sale of Investments, net

the 2023 fiscal year, we realized a loss on the sale of investments of $75,603, resulting from the sale of our 20% interest in War Hippies,

LLC in December 2023.

the 2024 and 2023 fiscal years, we received other income totaling $130,387 and $132,500, respectively, from Roth Industries, LLC (“ Roth

Industries ”), a related party.

Roth Industries paid Venu those amounts pursuant to a license granted by Venu to Roth Industries

to use the trademark, tradename, and likeness of the Bourbon Brothers brand, which Venu exclusively owns, on packaged and prepared food

products sold in retail grocery stores and other retail outlets where food products are sold.

The licensing fee paid by Roth Industries

to Venu is in the form of a royalty equal to $10,000 per month, which did not change from 2023 to 2024.

Accordingly, during the 2024

and 2023 fiscal years, Roth Industries paid Venu $12,500 and $132,500 in royalty payments.

a significant increase in assets purchased in 2025 that did not receive depreciation in prior periods.

on sale of property

gain on sale of property related to a real estate purchase and sale agreement with a related party to convey the land owned used for

parking by Sunset Operations, which yielded an approximate $6,600,000 net gain, and sale of land owned by 13141 BP of approximately

interest expense, net increased $1,381,372 during the year ended December 31, 2025 as compared to the prior year.

The increase was primarily

attributable to the issuance of convertible promissory notes in the first two quarters of 2025, additional borrowings on long-term debt

and obligations owed to our triple net lease interest holders and related lease agreements in the second and third quarters of 2025,

which increased interest expense and amortization of debt discount fees in 2025.

expense decreased $2,300,838 during the year ended December 31, 2025 as compared to the prior year.

The decrease was primarily due to

expenses that occurred in 2024 that were not present in 2025 that related to a financing expense the Company recognized on a convertible

promissory note issued in January 2024 (being the note issued to KWO described in this Annual Report).

income was consistent during the year ended December 31, 2025 as compared to the prior year.

Roth Industries, LLC (“ Roth Industries ”),

a related party, pays Venu licensing fees pursuant to a license granted by Venu to Roth Industries to use the trademark, tradename, and

likeness of the Bourbon Brothers brand, which Venu exclusively owns, on packaged and prepared food products sold in retail grocery stores

and other retail outlets where food products are sold.

The licensing fee paid by Roth Industries to Venu is in the form of a royalty

equal to $2,500 per week which did not change from 2024 to 2025.

Roth, Venu’s Chairman, CEO, and founder and a principal shareholder of Venu, is also the founder and Chairman of Roth Industries

2 unchanged sentences

of Roth Industries and holds an approximate 14.7% membership interest in Roth Industries.

Heather Atkinson, the CFO, Secretary, and a director

of Venu, is also the Treasurer and a director of Roth Industries.

Additionally, Robert Mudd, Venu’s Senior Vice President of Construction

and Market Expansion, and Steve Cominsky, a director of Venu, are also members of Roth Industries.

Atkinson, Mr.

Mudd, and Mr.

each own less than a 1% membership interest in Roth Industries.

Additionally, Steve Cominsky, a director of

Venu, is also a member of Roth Industries.

Atkinson and Mr.

Cominsky each own less than a 1% membership interest in Roth Industries.

that May Influence Future Results of Operations

10 unchanged sentences

and cash flows may be adversely affected.

Interest Rates

prevailing trend that has impacted our business since 2022 is rising and steadily high interest rates.

Since March 2022, the Federal

Reserve increased interest rates a total of eleven times, with the last hike occurring in July 2023 when target interest rates

reached a range of 5.25% to 5.50%, with a benchmark rate at about 5.4%, the highest level in more than two decades.

September, November and December 2024 the Federal Reserve lowered the benchmark rate by 50 basis points, and then again lowered the

benchmark in November, which together, reduced the rate to the range of 4.25% to 4.50%.

Although the Federal Reserve has indicated

that additional rate reductions could occur in 2025, the timing and extent of those rate cuts are uncertain.

Although Venu was

fortunate to have access to attractive debt capital and to purchase land to be developed into entertainment campuses on favorable

terms by negotiating with various municipalities and forming public-private partnerships, had those lending opportunities not been

available, volatility in interest rates would have increased the cost of borrowing and required us to agree to loan terms that were

less favorable for borrowers.

Furthermore, interest-rate increases may reduce the affordability of our land-development projects due

to increased debt-servicing costs.

Volatility in interest rates affect the demand for, and price of real estate.

A rise in interest

rates increases the cost while lowering the availability of debt financing.

Increased borrowing costs would drive the costs of our

development projects and inflate our project budgets.

trend that impacted our business throughout 2023 and 2024 that has continued to impact our business during 2024 has been the inflationary

macro-economic environment nationwide.

With respect to project execution, inflation increased the cost of building materials and labor

types, creating upward pressure on the costs of constructing and developing our event venues.

Third parties that we contracted with,

such as developers and contractors, were impacted by rising inflation rates and the corresponding rise in the costs of goods and services

used in their businesses.

Their ability to do business with us could be impacted by steadily high rates of interest and inflation, which

could impact our profitability.

addition to impacting our project construction and development costs, inflation also lead to higher costs for ingredients, supplies,

utilities, and labor, all of which are essential components of operating restaurants and venues.

While we were able to offset some of

those costs by adjusting menu prices at our restaurants, we had to balance those adjustments with consumer sentiment to ensure that we

did not deter customers from dining with us and in turn impact our overall sales volume.

Inflation also impacts consumer-spending habits.

As the costs of everyday goods and services rise, customers may become more hesitant to spend discretionary funds on restaurant dining.

continue to monitor the impacts of high interest rates and inflation on our business and will continue to proactively seek cost-saving

measures, negotiate with municipalities to purchase land without being burdened by increased borrowing costs and unfavorable lending

continue to monitor the impacts of inflation on our business and will continue to proactively seek cost-saving measures, negotiate with

municipalities to purchase land without being burdened by increased borrowing costs and unfavorable lending terms.

and Capital Resources

have devoted substantially all of our efforts to developing our business plan of market expansion, growing our staff, raising capital,

opening and operating our restaurants and event venues in Colorado and Georgia, planning venues in new markets, such as Oklahoma and

Texas, growing into additional markets, while conducting our initial public offering that closed on November 29, 2024.

While our primary

focus is building venues in these new markets which drives our balance sheet, our secondary focus is the development agreements in new

While we undergo the construction of these venues in 2025 in Colorado, Oklahoma and Texas, we do not anticipate operational

profits until we open and operate this new collection of venues.

had an accumulated deficit of $47,361,208 and $17,021,453 as of the years ended December 31, 2024 and 2023, respectively, and generated

cash flows provided by operations of $3,608,417 and compared to cash flows used in operating activities used of $4,876,172 during the

years ended December 31, 2024 and 2023, respectively.

The Company believes the majority of net loss in the 2024 period was largely due

to our efforts to developing our business plan, growing our staff, raising capital, and opening and operating our restaurants and event

venues in Colorado and Georgia, pre-opening expenses related to Ford Amphitheater, and planning venues in new markets, such as Oklahoma

and Texas, along with equity based compensation that was issued for services and non-cash financing.

Company has devoted substantially all of its efforts to developing its business plan to market expansion, growing its staff, raising

capital, opening and operating our restaurants and event venues in Colorado and Georgia and planning venues in new markets, such as Oklahoma

and Texas, and exploring additional markets, while closing on its initial public offering that closed on November 29, 2024.

primary focus is building venues in these additional markets, its secondary focus is the development of venues in other prospective markets.

While we undergo the construction of these venues during the remainder of 2025 and 2026 in Colorado, Oklahoma and Texas, we do not anticipate

operational profits until we open and operate additional venues.

had an accumulated deficit of $91,454,930 and $47,361,208 as of December 31, 2025 and 2024, respectively, and generated cash flows

provided by operations of $7,649,200 and $3,757,717 during the years ended December 31, 2025 and 2024, respectively.

believes the majority of net loss in the 2025 period was largely due to our efforts to continue to implement our business plan, grow

our staff, raise capital, plan venues in new markets, such as Oklahoma and Texas, along with the issuance of equity-based

compensation for non-cash financing purposes.

addition, the Company grew its property and equipment, net, to $305,947,277 as of December 31, 2025 compared to $137,215,936 as of December

31, 2024, which represents a year-over-year increase of $168,731,341 or 123%.

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

January 17, 2024, the Company entered into a convertible promissory note (the “ Note ”) with KWO, LLC (“ KWO ”),

that accrues interest at 8.75% per annum, for draws of up to an aggregate of $10,000,000 to occur between March 2024 to May 2024 to be

used towards Sunset Colorado construction.

The outstanding balance of the Note as of December 31, 2024, was $10,000,000.

to be paid monthly, and the maturity date is one year from the date of the first draw.

The first draw occurred on March 1, 2024, in the

amount of $3,860,582.40, and the maturity date of the Note’s principal balance is March 1, 2025.

The second and third draws occurred

on April 10, 2024, in the amount of $3,738,030.37, and on May 10, 2024, in the amount of $2,401,387.23.

At any time during the period

commencing June 1, 2024, and continuing until the date on which the Note is paid in full, KWO may convert the outstanding Note into Company

shares of equivalent value, and the Company shares are deemed to have a fixed value of $10 per share.

O’Neil, a minority stockholder of Venu and owner of the holder of the Note, KWO, along with Mr.

JW Roth, both personally guarantee

the Note at a fee equal to 1% of the promissory note balance.

The holder of the Note financed the asset purchase and paid the draw to

the Ford Amphitheater general contractor directly thus became a personal guarantor to the Note.

Company recognized a debt discount for the personal guarantee fee of $100,000 with $83,333 expensed to interest expense in 2024, with

the remaining debt discount to be expensed to interest expense over the life of the Note.

As consideration of the personal guarantee

fee, the Company granted a three-year warrant to purchase 500,000 shares of Venu common stock at $10 per share for both the holder and

Roth, with the Company recognizing a debt discount of $3,000,140 with $2,500,117 expensed to interest expense in 2024, with the remaining

to be expensed over the life of the Note.

In accordance with ASC 815-10, Derivatives and Hedging, the warrants were recorded at relative

fair value within stockholder’s equity in the Condensed Consolidated Balance Sheet.

A loan origination fee of $100,000 is recognized

as debt discount with $83,333 expensed to interest expense in 2024, with the remaining to be expensed over the life of the Note.

Company leased KWO a suite at the Ford Amphitheater with a fair market value of $200,000 without additional payment or consideration,

and is subject to and consistent with the schedule, rights, terms and conditions applicable to other suites offered to the public.

Company treated this leased suite as a debt discount with $166,667 expensed to interest expense in 2024, with the remining to be expensed

over the life of the Note.

The convertible debt balance of $10,000,000, net by the cumulative debt discounts of $2,833,450, agrees to

the net of $9,433,310 shown as convertible debt on the Condensed Consolidated Balance Sheet.

In addition, KWO in a related agreement,

purchased 500,000 shares of stock from Mr.

Roth at a discount as part of this transaction.

Per ASC paragraph 718-10-15-4, the economic

interest holder makes a capital contribution to the reporting entity, and the reporting entity makes a share-based payment to its grantee

in exchange for goods or services provided to the reporting entity.

In the Company’s instance, Mr.

Roth paid the holder on behalf

of the Company.

The Company recognized a $2,500,000 charge in other expense and additional paid in capital related to the exchange for

Roth completed this stock transaction on behalf of the Company for KWO completing the Note transaction.

believe that (i) cash on hand, (ii) anticipated improved profitability through the next twelve months and thereafter from operating venues

and restaurants in Colorado Springs, Colorado and Gainesville, Georgia, (iii) net profits anticipated to be generated by Ford Amphitheater

from its full season of operations in 2025, and (iv) additional debt financing and capital raising efforts either at the parent corporation

level or through sales of interests in our subsidiaries that own real estate assets related to our amphitheater projects (i.e., our firepit

suite related sales and capital raising efforts) will allow us to continue our business operations.

Our ability to continue implementing

our business plan to add new locations to our portfolio for the purpose of developing entertainment campuses depends on our future engagement

in strategic locations, real-estate transactions, capital raising, and debt financing.

There is no guarantee we will be able to execute

on our plan above.

Company believes that cash on hand, the improved profitability over the next twelve months from the operating entities in Colorado

Springs, Colorado and Gainesville, Georgia, along with full season of operations of Ford Amphitheater in 2026 will allow the Company

to continue its business operations.

The opening of Roth’s Sea & Steak in November 2025, with potential additional equity

and debt financing over the next twelve months, including the issuance of shares of our Series B Preferred Stock and Common Stock will allow the Company to

continue its business operations.

However, there is no guarantee that the Company will be able to implement these plans as laid out

On January 17, 2024, the

Company entered into a convertible promissory note (the “ Note ”) with KWO, LLC (“ KWO ”), which accrues

interest at 8.75% per annum, for draws to occur from March 2024 to May 2024.

At any time during the period commencing June 1, 2024 and

continuing until the date on which the Note is paid in full, KWO could convert the outstanding obligations under the Note into shares

of the Company’s Common Stock of equivalent value, and the shares would be deemed to have a fixed value of $10 per share.

3, 2025, KWO delivered a notice of its election to convert all amounts owed to KWO under the Note into shares of Common Stock.

of 1,007,292 shares of Common Stock were delivered to KWO in full satisfaction of amounts owed to KWO under the Note.

KWO released its

security interest in the Company’s real property assets that served as collateral for the loan.

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

into a Chapter 380 Economic Development Program Agreement (the “ Chapter 380 Agreement ”), a Purchase and Sale

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

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.

May 27, 2025, for the purpose of funding the completion of a development adjacent to the Ford Amphitheater, the Company entered into

Credit Agreement with Pueblo Bank & Trust, as lender (the “ Lender ”) for a draw down term loan (the “ Construction

The Construction Loan accrues interest at 8.50% and has a term of seventy months, maturing on March 27, 2031 (the “ Maturity

Beginning on the closing date, and continuing until no later than May 27, 2026 (the “ Draw Period ”),

assuming that there has not been an “Event of Default” (as defined in the Credit Agreement) and that the Company has complied

with all requirements under the documents and agreements governing the Construction Loan, the Company may from time-to-time request advances

under the Construction Loan not to exceed an aggregate amount of $6.0 million.

Obligations under the Construction Loan are secured under,

and by, a deed of trust, various assets of the Company pledged pursuant to a security agreement, together with an assignment of leases

and rents, and personal guaranties extended by certain Company affiliates.

The balances at December 31, 2025 and 2024 were $5,937,119

and $0, respectively.

This mortgage is collateralized by the SHC land and buildings.

This mortgage is personally guaranteed by JW Roth,

the Company’s Chairman and CEO.

the year ended December 31, 2025, the Company issued a series of convertible promissory notes having the same terms:

Company issued a $6,000,000 principal amount convertible promissory note on February 28, 2025, with a maturity date three years from

the date of issuance.

The interest rate is 12% per annum and paid quarterly in cash or shares of the Company’s Common Stock at

the conversion price.

The conversion price is 100% of the average daily closing sale price of the Company’s Common Stock during

the 10 consecutive trading days immediately prior to the applicable payment date.

The lender also issued a warrant that is exercisable

to acquire 300,000 shares of Common Stock at an exercise price of $12.50 per share.

April 4, 2025, the Company issued two convertible promissory notes having an aggregate principal amount of $6,000,000, with a maturity

date three years from the date of issuance.

The interest rate is 12% per annum and paid quarterly in cash or shares of the Company’s

Common Stock at the conversion price.

The conversion price is 100% of the average daily closing sale price of the Company’s Common

Stock during the 10 consecutive trading days immediately prior to the applicable payment date.

The lenders were issued warrants that,

in the aggregate, are exercisable to acquire 300,000 shares of Common Stock at an exercise price of $12.50 per share.

May 6, 2025, the Company issued two convertible promissory notes having an aggregate principal amount of $6,000,000, with a maturity

date three years from the date of issuance.

The interest rate is 12% per annum and paid quarterly in cash or shares of the Company’s

Common Stock at the conversion price.

The conversion price is 100% of the average daily closing sale price of the Company’s Common

Stock during the 10 consecutive trading days immediately prior to the applicable payment date.

The lenders were issued warrants that,

in the aggregate, are exercisable to acquire 300,000 shares of Common Stock at an exercise price of $12.50 per share.

On June 22, 2025, the Company issued 1,542,367 shares of Common Stock in full satisfaction of $15,000,000 principal and $423,667 accrued

interest, representing a conversion price of $10 per share of Common Stock, due under certain convertible promissory notes.

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.

As of December 31, 2025, a total of $2,000,000 in principal amount of these convertible promissory notes

remained outstanding.

On February 3, 2026, the Company

entered into an Assignment of Purchase and Sale Agreement with Hall at Centennial LLC, a subsidiary of the Company (“ Hall at

Centennial ”), and Old Mill, LLC (“ Old Mill ”), which is partially owned by a Board member of the Company.

Following such assignment, on February 3, 2026, Hall at Centennial closed on the purchase of land in Centennial, Colorado (the “ Centennial

Property ”) from Old Mill pursuant to the Purchase and Sale Agreement.

The purchase price of approximately $12,612,000 for the

Centennial Property was paid through a combination of cash and a promissory note in the principal amount of approximately $7,758,000,

bearing interest at 4.5% per annum, made by the Company in favor of Old Mill.

In connection with the closing of the acquisition, Hall

at Centennial also entered into a bridge loan (the “ Loan ”) evidenced by a promissory note in the principal amount of

$4,350,000, which bears interest at 7.75% per annum and matures in early May 2026.

The proceeds of the Loan were used to satisfy the cash

closing delivery obligation for the acquisition of the Centennial Property (as well as to pay off Old Mill’s existing loan secured

by the Centennial Property and certain outstanding taxes).

The Loan is secured by a Deed of Trust on the Centennial Property that grants

the lender a first-priority lien.

The Loan is also guaranteed by the Company and personally guaranteed by JW Roth, the Company’s

Chairman and CEO.

On March 11, 2026, the principal amount of the bridge loan in the amount of $4,350,000, including accrued but unpaid

interest, was fully repaid.

following information reflects cash flows for the years presented:

Years Ended December 31,

Cash and cash equivalents at beginning of period

Net cash provided by (used in) operating activities

Cash and cash equivalents at beginning of year

Net cash provided by operating activities

Net cash used in investing activities

(133,432,522 )

(72,409,565 )

Net cash provided by financing activities

Cash and cash equivalents at end of period

Cash Used in Operating Activities

cash provided by (used in) operating activities was $3,757,717 and ($4,876,172) during the years ended December 31, 2024 and 2023, respectively.

The increase of $8,633,889 in cash used during 2024 compared to 2023 was primarily attributable to the increases in accounts payables,

accrued expenses, deferred revenue, and licensing liabilities.

Cash and cash equivalents at end of year

Cash Provided by Operating Activities

cash provided by operating activities was $7,649,200 and $3,757,717 during the years ended December 31, 2025 and 2024, respectively.

The increase of $3,891,483 in cash provided during 2025 compared to 2024 was primarily attributable to the increases in equity based

compensation, accounts payable, accrued expenses, and deferred revenue.

Cash Used in Investing Activities

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increase of $61,022,957 in cash used during 2025 compared to 2024 was primarily attributable to the increase in the purchase of property

and equipment in 2024.

and equipment and investment in EIGHT Brewing, which were offset by proceeds from the sale of 13141 BP and the PPP lot and improvements.

Cash Provided by Financing Activities

cash provided by financing activities was $129,120,226 and $86,420,198 during the years ended December 31, 2025 and 2024, respectively.

The increase of $53,648,593 in cash provided during 2024 compared to 2023 was primarily attributable to the issuance of shares of Common

Stock and the increase in proceeds from the sale of non-controlling interest equity, along with the proceeds from a municipality promissory

note issued by the City of El Paso, Texas.

The increase of $42,700,028 in cash provided during 2025 compared to 2024 was primarily attributable to the receipt of convertible promissory

notes, proceeds from sale of Luxe FireSuites, issuance of contingently redeemable convertible cumulative Series B Preferred Stock and

sale of subsidiary equity, which were offset by decreases in proceeds from municipality promissory note and issuance of

shares of Common Stock in the IPO issued.

Accounting Policies and Use of Estimates

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and estimates of fair value used in the private stock valuations used for equity-based compensation and warrants.

consider the following accounting policies to be critical because of their complexity and the high degree of judgment involved in maintaining

recognize revenue in accordance with the Financial Accounting Standards Board Accounting Standards Codification (“ ASC ”)

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and $1,528,159, respectively.

Company contracted with a subsidiary of the Anschutz Entertainment Group (“ AEG ”), AEG Presents-Rocky Mountains, LLC,

a major music and entertainment events presenter, to operate Ford Amphitheater in Colorado Springs, Colorado, which opened in August

Within our Amphitheater Operations, we pre-sell naming rights to our amphitheater by partnering with industry-leading brands under

naming-rights agreements.

We generate net profits that are split with AEG through:

(i) ticket sales, fees and rebates on tickets for

concerts and events held at Ford Amphitheater;

The Company contracted with AEG Presents, a subsidiary

of AEG and a major music and entertainment events presenter, to operate Ford Amphitheater in Colorado Springs, Colorado, which opened

in August 2024.

Within our Amphitheater Operations, we pre-sell naming rights to our amphitheater by partnering with industry-leading

brands under naming-rights agreements.

We generate net profits that are split with AEG Presents through:

(i) ticket sales, fees and rebates

on tickets for concerts and events held at Ford Amphitheater;

(ii) parking fees;

(iii) venue rentals, which may occur for a variety of corporate and

personal events;

(iii) venue rentals, which may occur for a variety of

corporate and personal events;

(iv) food and beverage sold at the shows and events;

and (v) sponsorship sales, which allow brands to advertise at our

venue by showcasing their names and logos on a variety of sponsorship inventory curated for the venue and at each event we promote and

host, all of which are offset by operating expenses, artist expenses, supplies, security, utilities, insurance, overhead, etc.

our net amphitheater revenue recognition from AEG.

and (v) sponsorship sales, which allow brands to advertise

at our venue by showcasing their names and logos on a variety of sponsorship inventory curated for the venue and at each event we promote

and host, all of which are offset by operating expenses, artist expenses, supplies, security, utilities, insurance, overhead, etc.

our net amphitheater revenue recognition from AEG Presents.

in Related Parties

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influence but does not have control are accounted for under the equity method.

had one investment that we accounted for using the equity method described in ASC 323, Investments — Equity Method and Joint

Ventures , prior to disposing of that investment on December 31, 2023.

Pursuant to that accounting method, we initially recorded the

investment as an asset on the balance sheet at its initial cost and then adjusted the investment each reporting period through the income

statement for the income or loss for our proportionate share of the investment.

own 550,000 preferred units, or 2%, of Roth Industries, of which JW Roth, the founder, manager, and chairman, is Venu’s chairman

and chief executive officer.

Company owns 526,166 class B non-voting units or 1.2% of Roth Industries, of which JW Roth, the founder and Chairman, is Venu’s

Chairman and Chief Executive Officer.

Our officers and directors are also minority equity owners of Roth Industries.

We currently account for

our investment in Roth Industries using ASC 325, Investments — Other .

We currently account

for our investment in Roth Industries using ASC 325, Investments — Other , under the cost method.

Company invested in Culinova, Inc.

(formerly known as Innovate CPG, Inc.)

for a total 526,166 shares (and paid a total purchase price of $5,261.66) in May 2025.

As an equity holder of Roth Industries, the Company

was afforded the right to acquire shares of Culinova, Inc.

Venu’s Chairman and Chief Executive Officer is a director of Culinova,

and Mitchell Roth, a director of Venu, is Culinova’s Chairman and CEO.

Additionally, Heather Atkinson, an officer and director

of Venu, is also a shareholder of Culinova, Inc.

and serves as a director.

Furthermore, Mr.

Cominsky, a director of Venu, is a shareholder

in Culinova, Inc.

Atkinson and Mr.

Cominsky each own less than a 1% interest in Culinova, Inc.

We currently account for our investment

in Culinova, Inc.

using ASC 325, Investments — Other , under the cost method.

account for our leases in accordance with ASC 842, Leases , pursuant to which our leases are classified as either operating or

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of 276,100 shares of Common Stock, valued at their current fair market value of $10.00 per share.

the year ended December 31, 2024, we granted a total of 3,158,333 warrants, consisting of 2,158,333 warrants granted to employees and

directors and 1,000,000 warrants granted as part of a convertible promissory note.

As of December 31, 2024, there was a total of 3,271,694

warrants exercisable with an aggregate intrinsic value of $12,838,379.

For the total warrants outstanding of 5,584,293 as of December

31, 2024, the aggregate intrinsic value was $17,892,887.

and Stock Options

During the year ended December 31, 2025, we granted

a total of 4,824,250 warrants and stock options, consisting of (i) an aggregate of 2,500,000 options granted to JW Roth and Kevin

O’Neil in exchange for their agreement to serve as personal guarantors of the promissory note issued by the Company at the closing

of the Company’s purchase of real property in McKinney, Texas;

(ii) 900,000 warrants issued to investors as part of the convertible

promissory note offering;

(iii) 608,750 warrants and options issued for contributed services;

and (iv) 815,500 stock

options to employees and directors.

As of December 31, 2025, there was a total of 7,456,264 warrants exercisable with an aggregate intrinsic

value of $12,303,982.

For the total of 9,752,617 warrants and options outstanding as of December 31, 2025, the aggregate intrinsic value

was $14,329,214.

of December 31, 2025, there was $6,508,123 of unrecognized compensation cost related to non-vested warrants.

The equity-based compensation

cost, related to warrants and options included as a charge to operating expenses in the Consolidated Statements of Operations was $15,345,687

for the year ended December 31, 2025.

The cost is to be recognized over a weighted-average period of 4.22 years.

of December 31, 2024, there was $7,355,813 of unrecognized compensation cost related to non-vested warrants.

The equity-based compensation

cost, related to warrants included as a charge to operating expenses in the condensed Consolidated Statements of Operations, was $12,015,133

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The cost is expected to be recognized over a weighted-average period of 5.04 years.

of December 31, 2023, there was a total of 1,669,124 warrants exercisable with an aggregate intrinsic value of $20,169,740.

As of December

31, 2023, the outstanding warrants totaling 3,029,830 had an aggregate intrinsic value of $22,434,909.

Non-controlling

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This may be shown as NCI and as additional paid in capital to the Company

when combined agree to the non-controlling issuance of shares as shown in the Condensed Consolidated Statement of Change in Stockholders’

when combined agree to the non-controlling issuance of shares as shown in the Consolidated Statement of Change in Stockholders’

a change in ownership of a consolidated subsidiary results in a loss of control or deconsolidation, any retained ownership interests

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that the Company has 100% voting control of.

the year ended December 31, 2025, the Company bought 5,100,000 membership units of SHC.

This purchase transaction did not result in a

change in control of SHC.

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

and equipment, net

expenses and other

long-term liabilities

Stockholders’

liabilities and equity

Property and equipment, net

Accounts payable

Accrued expenses and other

Other long-term liabilities

Total Liabilities

Stockholders’ Equity & NCI

Total liabilities and equity

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

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Accounts payable

Accrued expenses

Accrued expenses and other

Other long-term liabilities

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Our consolidated financial statements do not reflect any adjustments that might result if we are unable to continue as a going concern.

As of the issuance of our consolidated financial statements, we have concluded that there is not substantial doubt about our ability to

continue as a going concern for the next twelve months.

As of the issuance of our consolidated financial statements, we have concluded that there is not substantial doubt about our ability

to continue as a going concern for the next twelve months.

Any doubt regarding our ability to continue as a going concern was alleviated

by our plan to add additional venue locations and to continue our business operations.

Venu believes that cash on hand, anticipated improved

profitability in 2025 from operating venues and restaurants in Colorado Springs, Colorado and Gainesville, Georgia, the full season of

operations of Ford Amphitheater in 2025, and additional capital raising and debt financing will allow Venu to continue its business operations

for at least 12 months from the date of this Annual Report.

Nonetheless, Venu’s continued implementation of its business plan to

add additional locations is dependent on its future engagement in strategic locations, real estate transactions, capital raising, and

debt financing.

However, there is no guarantee that we will be able to execute on our business plan.

The Company believes that cash on hand, anticipated

improved profitability in 2026 from operating venues and restaurants in Colorado Springs, Colorado and Gainesville, Georgia, the full

season of operations of Ford Amphitheater in 2026, including Roth’s Sea & Steak and Brohan’s, the anticipated opening of The Sunset BA in fall 2026,

and additional capital raising and debt financing, including the issuance of Series B Preferred Shares in January 2026 and a public offering

completed in March 2026, will altogether allow the Company to continue its business operations for at least 12 months from the date of

this Annual Report.

Nonetheless, the Company’s continued implementation of its business plan to add additional locations is dependent

on its future engagement in strategic locations, real estate transactions, capital raising, and debt financing.

There is no guarantee

that the Company will be able to execute on these plans as laid out above.

If the Company is unable to enter into strategic transactions,

the Company may be required to delay its business plan implementation for future expansion, which would have a material adverse impact

on the Company’s growth plan.

Stockholders’

Company had two membership classes of units while it was a limited liability company:

Class A Voting and Class B Non-Voting Units.

the Company’s conversion on April 6, 2022 from a Colorado limited liability company to a Colorado C corporation, the Company’s

Company had two membership classes of membership units while it was a limited liability company:

Class A Voting and Class B Non-Voting

Upon the Company’s conversion on April 6, 2022 from a limited liability company to a C corporation, the Company’s

Class A Voting Units became its Class A Common Stock, and the Class B Non-Voting Units became its Class B Non-Voting Common Stock.

October 25, 2022, Venu amended its Articles of Incorporation to increase the number of shares of its capital stock authorized for issuance,

change the voting rights of its Class A Common Stock, and add its Class C Common Stock as a class of stock.

change the voting rights of its Class A Common Stock, and add Class C Common Stock as a class of stock.

August 7, 2023, Venu allowed its shareholders to exchange their shares of Class A Common Stock into shares of Class C Common Stock on

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with that offering, Venu issued 3,507,591 shares of Common Stock, including 3,300,341 shares during the year ended December 31, 2024.

Venu also issued 700,000 shares of Class C Common Stock as payment for services to Sunshine Advisors, LLC, an outside consultant.

Venu also issued 700,000 shares of Class C Common Stock as payment for services to an outside consultant.

March 5, 2024, Venu and its Class C Common Stock shareholders authorized the creation and issuance of up to 60,000,000 shares of Class

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authorized capital does not include Class A Voting Common Stock.

As of December 31, 2024, the Company had 379,990 shares of Class B Non-Voting

Common Stock and 37,471,465 shares of Common Stock issued and outstanding.

September 6, 2024, Venu amended and restated is Articles of Incorporation to change its legal name to “Venu Holding Corporation”

and cause all outstanding shares of its previously outstanding Class C Common Stock and Class D Common Stock to be converted on a one-for-one

basis to shares of “Common Stock.” As of the filing of the Amended and Restated Articles of Incorporation, the Company’s

authorized capital does not include Class A Voting Common Stock.

October 28, 2025, the Company’s shareholders approved an amendment to the Venu Holding Corporation Amended and Restated 2023 Omnibus

Incentive Compensation Plan to increase the number of shares of the Company’s Common Stock reserved under the plan from 2,500,000

shares to 7,500,000 shares.

for any differences in voting privileges or in the contractual rights or limitations assigned or afforded to a specific series of stock

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We plan to take advantage of these reduced disclosure requirements and exemptions until we are no longer considered an

Quantitative and Qualitative Disclosures about Market Risk

are a smaller reporting company as defined by Item 10 of Regulation S-K and are not required to provide the information otherwise required

under this item.

Financial Statements and Supplementary Data

with respect to this Item is contained in the Company’s consolidated financial statements included in the Index beginning on page

F-1 of this Annual Report and is incorporated by reference herein.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

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 7. Management’s Discussion and Analysis