What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-31 compared with 2025-03-31 · 1853 added, 1275 removed, 1174 unchanged (73% of the section changed)

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Regarding the Effectiveness of Disclosure Controls and Procedures

of December 31, 2024, Venu’s Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness

of Venu’s “disclosure controls and procedures,” as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated

under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and concluded that the disclosure controls

and procedures were not effective due to material weaknesses in Venu’s internal control over financial reporting.

Venu had limited

accounting and finance personnel, which impacted its ability to properly segregate duties relating to Venu’s internal controls

over financial reporting.

As of December 31, 2025, Venu’s Chief Executive

Officer and Chief Financial Officer carried out an evaluation of the effectiveness of Venu’s “disclosure controls and procedures,”

as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Exchange Act, and concluded

that the disclosure controls and procedures were not effective due to material weaknesses in Venu’s internal control over financial

Venu had limited accounting and finance personnel, which impacted its ability to properly segregate duties relating to Venu’s

internal controls over financial reporting.

In addition, Venu’s financial close process was not sufficient.

While Venu has processes to identify

and appropriately apply applicable accounting requirements, Venu plans to continue to enhance its systems, processes, and human capital

resources with respect to its accounting and finance functions.

The elements of Venu’s remediation plan can only be accomplished

over time with the addition of experienced accounting and finance employees and, where necessary, external consultants, and with enhanced

accounting systems and financial close processes.

has commenced remediation of the above discussed material weaknesses in that it grew its accounting staff over 100% during the year ended

December 31, 2024, compared to December 31, 2023.

Venu will continue to evaluate its accounting and finance staffing needs as well as

make planned enhancements to its systems and improvements to its financial reporting processes.

However, there can be no assurance that

Venu will be successful in remediating the material weaknesses in its internal control over financial reporting.

If Venu is unable to

successfully complete its remediation efforts or favorably assess the effectiveness of its internal control over financial reporting,

Venu’s operating results, financial position, stock price, and ability to accurately report its financial results and timely file

its SEC reports could be adversely affected.

While Venu has processes

to identify and appropriately apply applicable accounting requirements, Venu plans to continue to enhance its systems, processes, and

human capital resources with respect to its accounting and finance functions.

The elements of Venu’s remediation plan can only be

accomplished over time with the addition of experienced accounting and finance employees and, where necessary, external consultants, and

with enhanced accounting systems and financial close processes.

we have processes to identify and appropriately apply applicable accounting requirements, the Company’s remediation plan includes

the continuation of system enhancements, increased segregation of duties and growth of headcount in our accounting and finance department

and/or increased use of third-party professionals with whom we consult regarding complex accounting applications.

The elements of our

remediation plan can only be accomplished over time with the addition of experienced accounting employees and/or external consultants

and with enhanced accounting systems and financial close processes.

Venu will continue to evaluate its accounting and finance staffing

needs as well as make planned enhancements to its systems and improvements to its financial reporting processes.

However, there can be

no assurance that Venu will be successful in remediating the material weaknesses in its internal control over financial reporting.

Venu is unable to successfully complete its remediation efforts or favorably assess the effectiveness of its internal control over financial

reporting, Venu’s operating results, financial position, stock price, and ability to accurately report its financial results and

timely file its SEC reports could be adversely affected.

Report on Internal Control over Financial Reporting

Annual Report does not include a report of management’s assessment regarding internal control over financial reporting due to a

transition period established by rules of the SEC for newly public companies.

Our ma nagement

is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and

15d-15(f) under the Exchange Act, under the supervision of our Audit Committee.

Our internal control over financial reporting is designed

to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external

purposes in accordance with GAAP.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Therefore, even those

systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

material weakness, as defined in the standards established by the Sarbanes-Oxley Act of 2002, is a deficiency, or a combination of deficiencies,

in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a registrant’s

annual or interim financial statements will not be prevented or detected on a timely basis by the registrant’s internal controls.

management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria from the

Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“ COSO ”),

pursuant to which an issuer’s internal control over financial reporting is evaluated based on the five core components of control

environment, risk assessment, control activities, information and communication, and monitoring activities.

Based on this evaluation,

management has identified the material weakness in internal control over financial reporting as of December 31, 2025 described below.

Company did not maintain an effective control environment because it had an insufficient number of accounting and finance personnel and

resources with experience to create the proper environment for effective internal control over financial reporting in this period.

deficiencies resulted in the conclusion that the Company was unable to maintain the control environment and monitoring activities components

of the COSO framework, which impaired the Company’s ability to implement and maintain an appropriate organizational structure necessary

to support an effective control environment and to ensure the sufficiency of monitoring activities to ascertain whether the components

of internal control are present and functioning in a timely manner.

there were no material misstatements in 2025, the material weakness could result in misstatements in the Company’s consolidated

financial statements that would not be prevented or detected on a timely basis.

Accordingly, management has concluded that the control

deficiency constitutes a material weakness.

Company had limited accounting and finance personnel during portions of 2025, which impacted its ability to properly segregate duties

relating to the Company’s internal controls over financial reporting.

In addition, the Company’s financial close process

was not sufficient.

While the Company has processes to identify and appropriately apply applicable accounting requirements, the Company

plans to continue to enhance its systems, processes, and human capital resources with respect to its accounting and finance functions.

During 2025, the Company strengthened its accounting and finance team by adding personnel, implemented enhanced systems, and continued

to refine and evaluate the effectiveness of its internal control over financial reporting.

However, there can be no assurance that these

efforts will successfully remediate the identified material weaknesses.

The Company will continue to assess the need for additional resources,

especially in the finance and accounting areas, as the Company’s business continues to grow and expand.

primary element of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will

ultimately have the intended effects.

As management continues to evaluate and work to improve our internal control over financial reporting,

management may determine it is necessary to take additional measures to address the material weakness.

Report of the Registered Public Accounting Firm

Annual Report does not include an attestation report of the Company’s registered public accounting firm due to a transition period

established by rules of the SEC for newly public companies.

a non-accelerated filer, our independent registered public accounting firm is not required to issue an attestation report on our internal

control over financial reporting.

in Internal Control over Financial Reporting

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affect, our financial reporting.

Management has identified a material weakness in internal controls as described above.

Management intends

to strengthen its segregation of duties within the accounting and finance department and consult with third-party professionals regarding

complex accounting applications and to improve our financial reporting processes.

Other Information

the quarter ended December 31, 2024, each of the Company’s directors and its Chief Executive Officer, Chief Financial Officer,

and Senior Vice President of Construction and Market Expansion entered into a “Rule 10b5-1 trading arrangement” (the “ Sales

Plan ”) as that term is defined in Item 408(a) of Regulation S-K.

Each Sales Plan was adopted

on or after December 23, 2024, and was intended to satisfy

the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act.

In accordance with each Sales Plan, a broker is authorized

to begin selling Common Stock pursuant to the Sales Plan beginning on the later of (i) the 91st day following the adoption of the Sales

Plan, or (ii) two business days following the filing of this Annual Report with the SEC, but in no event later than 120 days from the

adoption of the Sales Plan.

Each Sales Plan is scheduled to terminate on the first anniversary of its adoption (unless terminated earlier

in accordance with its terms).

In each Sales Plan no sales of Common Stock may be affected at a price less than $10 per share, and the

total number of shares that may be sold on any given trading day among all Sales Plans cannot exceed 25% of the daily volume on that

In addition, nothing in the Sales Plans amend, modify, or rescind any leak-out or lock-up restrictions to which any Company officer

or director is subject to.

Because of these limitations, as of the date of this Annual Report no shares of Common Stock have been deposited

with that agent / broker for the Sales Plans.

the year ended December 31, 2025, none of the Company’s directors or officers adopted , modified ,

or terminated a

“Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as those terms are defined in

Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Executive Officers, and Corporate Governance

Directors, Executive Officers, and Corporate Governance

Company’s executive officers and directors, as of March 31, 2026 are listed below.

Officers and Board of Directors

and Chief Executive Officer

Financial Officer and Director

Vice President of Construction and Market Expansion

Executive Officers

Chairman and Chief Executive Officer

William Hodgson

November 2024

Heather Atkinson

Chief Financial Officer and Director

Victor Sutter

Chief Operating Officer

Non-Employee Directors

Steve Cominsky

Matt Craddock

David Lavigne

December 2023

Mitchell Roth

Roth, a fifth-generation Colorado native, is the founder, Chairman, and Chief Executive Officer of Venu.

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serving as a director of Venu in April 2021.

She also currently serves as a director and Treasurer of Roth Industries, LLC.

Atkinson’s role with Venu and Roth Industries, she serves as the Treasurer to Hospitality Income & Asset, LLC and 13141

BP, LLC, which own real property and lease that property to certain of subsidiaries of Venu’s.

Prior to joining Venu and Roth Industries,

Atkinson served as the Controller, Secretary, and Treasurer of Accredited Members Acquisition Corporation (previously quoted

under the symbol ACCM on the OTCBB) and its predecessor, Accredited Members Holding Corporation.

Atkinson has over 25 years of accounting,

finance, and financial reporting experience in both public and private companies including consolidations, shareholder relations, SEC

reporting, internal and external financial statement reporting, budgeting, cash forecasting, mergers and acquisitions, and restructuring

and international accounting while working closely with outside audit and legal firms.

She is a licensed CPA and holds a Bachelor of

Science degree in Accounting from Evangel University.

Mudd is the Senior Vice President of Construction and Market Expansion.

Mudd previously served as the President and Chief

Operating Officer of Venu from February 2024 through October 2024 and as Senior Vice President of Real Estate and Development for Venu

from January 2023 through January 2024 where he oversaw the company’s real property acquisitions, entitlement process and related

matters for the Company’s real estate portfolio and projects.

Prior to serving as Senior Vice President of Real Estate and Development,

from June 2021 until January 2023, he served as the Company’s Chief Operating Officer and President and also served as a director

of the Company from June 2021 until January 2023.

Prior to joining Venu, from June 2014 until June 2021, Mr.

Mudd served as the President

of Adventures in Missions an interdenominational missions organization focused on discipleship.

Mudd has over 30 years of business

and management experience and, in addition to his roles at Venu, he has served in a number of executive roles for organizations from

start-ups to groups with a benevolent purpose.

The first 15 years of his career were spent in the technology and telecommunications industry

where he was President of Correctional Billing Services, Executive Vice President of Operations at Securus Technologies, LLC, COO of

Evercom Systems, Inc., and COO of TDM, Inc.

Mudd has a bachelor’s degree in education from the University of Louisville.

In addition to Mrs.

Atkinson’s role with Venu, she serves as the Treasurer to Hospitality

Income & Asset, LLC and 13141 BP, LLC, which own real property and lease that property to certain of subsidiaries of Venu’s.

Prior to joining Venu, Mrs.

Atkinson served as the Controller, Secretary, and Treasurer of Accredited Members Acquisition Corporation

(previously quoted under the symbol ACCM on the OTCBB) and its predecessor, Accredited Members Holding Corporation.

over 25 years of accounting, finance, and financial reporting experience in both public and private companies including consolidations,

shareholder relations, SEC reporting, internal and external financial statement reporting, budgeting, cash forecasting, mergers and acquisitions,

and restructuring and international accounting while working closely with outside audit and legal firms.

She is a licensed CPA and holds

a Bachelor of Science degree in Accounting from Evangel University.

Sutter was appointed as the Chief Operating Officer on January 12, 2026.

He has served as the Company’s Executive Vice

President of Operations since April 2025, and in that role has overseen key aspects of construction, operations, and strategic partnerships

across existing and future Company amphitheaters, music halls, and restaurant concepts.

His responsibilities have included premium guest

experiences, food and beverage strategy, concert operations, operational efficiency, and cost control across the portfolio.

joining the Company, Mr.

Sutter spent over eleven years at Live Nation Entertainment, Inc.

in various leadership roles primarily focusing

on food and beverage operations and premium experiences for the House of Blues, including serving as the Head of House of Blues and Brooklyn

Bowl (October 2024 through April 2025) where he oversaw operational aspects of those brands on a national basis, Head of Blues F&B

and VIP (June 2021 through September 2024) where he oversaw food and beverage operations in House of Blues nationwide, and Vice President

VIP Sales and Special Projects (October 2019 through June 2021) where he oversaw premium products.

Sutter holds a Bachelor of Science

from Florida International University.

Roth has served as a director of Venu since April 2021.

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graduated from the University of Idaho in 1984 with a B.S.

Finke has served as director of Venu since May 2025.

Finke has over 35 years of experience in financial services.

2008, he was appointed Chairman and CEO of Babson Capital, a wholly owned subsidiary of The Massachusetts Mutual Life Insurance Company

(“MassMutual”.) In 2016, Mr.

Finke led the merger of Babson Capital with three other subsidiaries of MassMutual forming Barings,

Under his leadership Barings grew its assets under management from approximately $271 billion to over $350 billion in four years.

Finke retired from Barings in November 2020.

Finke currently serves as a non-executive director for Invesco Ltd.

A global investment management company managing approximately $1.85 trillion in assets as of December 31, 2024.

Finke is also active

in nonprofit leadership, serving on boards including Davidson College, Duke University’s Fuqua School of Business, and the National

Math and Science Initiative.

Finke holds a BS from the University of Virginia and an MBA from Duke University.

Relationships

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Board to fix from time to time the number of directors serving on the Board, provided that the Board must have at least one director.

Our Board currently consists of six directors, being JW Roth, Heather Atkinson, Steve Cominsky, Matt Craddock, David Lavigne, and Mitchell

During the year ended December 31, 2024, Chad Hennings also served on our Board.

Our Board currently consists of seven directors, being JW Roth, Heather Atkinson, Steve Cominsky, Matt Craddock, David Lavigne, Mitchell

Roth and Thomas Finke.

director on our Board will continue to serve until such director’s successor is duly elected and qualified, or until such director’s

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sheet, income statement, and cash flow statement.

Compensation Committee consists of Dave Lavigne and Matt Craddock.

Our Board has determined that each member of our Compensation Committee

is independent in accordance with the rules of the NYSE American and the Company’s independence guidelines.

Our Compensation Committee

carries out the responsibilities delegated by the Board relating to the review and determination of executive compensation.

of the Company’s Chief Executive Officer and other executive officers is determined, or recommended to the Board for

determination, by a Compensation Committee comprised of independent directors or, in the event such a committee is at any time not

constituted, by a majority of the independent directors on the Company’s Board of Directors.

As of the date of this Annual

Report, our Compensation Committee consists of Dave Lavigne.

Our Board has determined that each member of our Compensation

Committee is independent in accordance with the rules of the NYSE American and the Company’s independence guidelines.

Compensation Committee carries out the responsibilities delegated by the Board relating to the review and determination of executive

compensation.

and Corporate Governance Committee

Nominating and Corporate Governance Committee consists of Dave Lavigne, Steve Cominsky, and Matt Craddock.

Our Board has determined that

each member of our nominating and corporate governance committee is independent in accordance with the rules of the NYSE American.

nominating and corporate governance committee functions to carry out the responsibilities delegated by the Board relating to the Company’s

director-nominations process and the development and maintenance of the Company’s corporate-governance policies.

As of the date of this Annual Report, our Nominating

and Corporate Governance Committee consists of Dave Lavigne and Steve Cominsky.

Our Board has determined that each member of our Nominating

and Corporate Governance Committee is independent in accordance with the rules of the NYSE American.

Our Nominating and Corporate Governance

Committee functions to carry out the responsibilities delegated by the Board relating to the Company’s director-nominations process

and the development and maintenance of the Company’s corporate-governance policies.

for Nominating Directors to the Board

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For a description of such

procedures, see the section of our IPO Final Prospectus entitled “Description of Capital Stock – Anti-Takeover Effects of

Provisions of Our Governance Documents – Advance Notice Requirements.” Our Bylaws establish advance notice requirements that

shareholders must meet to make any nominations for election to our Board or to submit other business to be acted upon at shareholder

To be timely for purposes of an annual meeting of shareholders, a shareholder’s notice must be received by the Company’s

secretary at the Company’s principal executive offices (i) not later than the close of business on the 90th day nor earlier than

the close of business on the 120th day prior to the anniversary date of the immediately preceding annual meeting of shareholders (if

such meeting is to be held on a day which is not more than 30 days in advance of the anniversary of the previous year’s annual

meeting or not later than 70 days after the anniversary of the previous year’s annual meeting), or (ii) with respect to any other

annual meeting of shareholders, including in the event that no annual meeting was held in the previous year, not earlier than the close

of business on the 120th day prior to the annual meeting and not later than the close of business on the later of:

(1) the 90th day prior

to the annual meeting and (2) the tenth day following the date on which the Company first publicly announces the meeting date.

timely for purposes of a special meeting of shareholders, a shareholder’s notice must be received not later than the close of business

procedures, see the section of our Annual Report entitled “Description of Capital Stock – Anti-Takeover Effects of Provisions

of Our Governance Documents – Advance Notice Requirements.” Our Bylaws establish advance notice requirements that shareholders

must meet to make any nominations for election to our Board or to submit other business to be acted upon at shareholder meetings.

be timely for purposes of an annual meeting of shareholders, a shareholder’s notice must be received by the Company’s secretary

at the Company’s principal executive offices (i) not later than the close of business on the 90th day nor earlier than the close

of business on the 120th day prior to the anniversary date of the immediately preceding annual meeting of shareholders (if such meeting

is to be held on a day which is not more than 30 days in advance of the anniversary of the previous year’s annual meeting or not

later than 70 days after the anniversary of the previous year’s annual meeting), or (ii) with respect to any other annual meeting

of shareholders, including in the event that no annual meeting was held in the previous year, not earlier than the close of business

on the 120th day prior to the annual meeting and not later than the close of business on the later of:

(1) the 90th day prior to the

annual meeting and (2) the tenth day following the date on which the Company first publicly announces the meeting date.

for purposes of a special meeting of shareholders, a shareholder’s notice must be received not later than the close of business

on the 90th day nor earlier than the close of business on the 120th day prior to the special meeting or the tenth day following the Company’s

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rules, and regulations, and the NYSE American listing standards applicable to the Company.

A copy of the Company’s Insider Trading

Policy is attached to this Annual Report as Exhibit 19.1.

Compliance with insider trading laws is also addressed in the Company’s

Code of Conduct, attached as Exhibit 14.1 to this Annual Report.

of the Company’s Insider Trading Policy is attached to this Annual Report as Exhibit 19.1.

Compliance with insider trading

laws is also addressed in the Company’s Code of Conduct, attached as Exhibit 14.1 to this Annual Report.

Section 16(a) Reports

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a required report.

of the Company’s Insiders filed their respective Initial Statement of Beneficial Ownership on Form 3 on December 5, 2024, whereas

the initial registration statement for the initial public offering (the “ IPO ”) of the Company’s Common Stock

was declared effective on November 12, 2024, and to be considered timely such Form 3s would have been filed on that same date.

Kevin O’Neil, a holder of more than 10% of the Company’s Common Stock, failed to timely file his Initial Statement

of Beneficial Ownership on Form 3.

To be timely, Mr.

O’Neil’s Form 3 was due on June 10, 2025, but it was filed on August

25, 2025, and amended on November 7, 2025.

Additionally, Mr.

Thomas Finke, a director of the Company, failed to timely file a Statement of Changes in Beneficial Ownership on Form

4 with respect to a transaction that occurred on December 30, 2025.

To be timely, Mr.

Finke’s Form 4 was due on January 2, 2026,

but it was filed on January 5, 2026.

the best of the Company’s knowledge, based on the scope of inquiry set forth in Item 405(b) of Regulation S-K, none of the other

Insiders of the Company failed to file on a timely basis any Section 16(a) reports.

Executive Compensation

is currently considered an “emerging growth company,” within the meaning of the Securities Act, for purposes of the SEC’s

executive compensation disclosure rules.

In accordance with such rules, Venu is required to provide a Summary Compensation Table and

an Outstanding Equity Awards at Fiscal Year End Table, as well limited narrative disclosures regarding executive compensation.

Venu’s reporting obligations extend only to its “named executive officers” (our “ NEOs ”), meaning

its principal executive officer and Venu’s next two most highly compensated executive officers in respect of their service to Venu

at the end of the last completed fiscal year.

is currently considered an “emerging growth company,” within the meaning of the Securities Act, for purposes of the

SEC’s executive compensation disclosure rules.

In accordance with such rules, Venu is required to provide a Summary

Compensation Table and an Outstanding Equity Awards at Fiscal Year End Table, as well as limited narrative disclosures regarding

executive compensation.

Further, Venu’s reporting obligations extend only to its “named executive officers” (our

“ NEOs ”), meaning its principal executive officer and its next two most highly compensated executive

officers in respect of their service to Venu at the end of the last completed fiscal year.

Accordingly, our NEOs are:

Roth, our Founder, Chief Executive Officer, and Chairman;

Atkinson, our Chief Financial Officer;

Mudd, our former President and Chief Operating Officer from February 28, 2024 through September 30, 2024, who began serving

in his current role as our Senior Vice President of Construction and Market Expansion on November 1, 2024;

Hodgson, our President, who began serving in that role on October 21, 2024.

JW Roth, our Founder, Chief

Executive Officer, and Chairman;

Heather Atkinson, our Chief

Financial Officer;

William Hodgson, our President.

Compensation Table

following table sets out the compensation for our NEOs for the years ended December 31, 2024 and December 31, 2023:

following table sets out the compensation for our NEOs for the years ended December 31, 2025 and 2024:

Option and Warrant Awards (1)

All Other Compensation (2)

Name and Principal Position

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Chief Financial Officer, Secretary and Treasurer

Robert Mudd (3)

Former President and Chief Operating Officer

Will Hodgson (3)

President and Chief Operating Officer

do not reflect compensation actually received by the officer.

Values in this this table tie to compensatory warrants that are exercisable

at the option of the holder.

The grant fair value number for the “options” is computed in accordance with FASB ASC Topic

The fair value assumptions used for purposes of the valuation is cited in Footnote 11-Warrants to the Venu 2024 financials.

executive officer receives a car allowance from Venu, with Mr.

Values in this this table tie to compensatory warrants or options that

are exercisable at the option of the holder.

The grant fair value number for the “options” is computed in accordance with

FASB ASC Topic 718.

The fair value assumptions used for purposes of the valuation is cited in “Note 12 – Warrants and Stock

Options” to the Company’s consolidated financial statements for the years ended December 31, 2025 and 2024.

Each executive officer

receives a car allowance from Venu, with Mr.

Roth receiving $30,044 in 2025 and $30,044 in 2024;

Atkinson receiving

$13,775 in 2024 and $12,715 in 2023;

Mudd receiving $14,121 in 2024 and $7,061 in 2023;

Hodgson receiving $0 in 2024.

Other benefits included in the “All Other Compensation” column include medical insurance benefits paid by the Company

on behalf of these employees.

Atkinson receiving $13,775 in

2025 and $13,775 in 2024;

Hodgson receiving $0 in 2025 and $0 in 2024.

Other benefits included in the “All Other Compensation”

column include medical insurance benefits paid by the Company on behalf of these employees.

In addition, for Mr.

Atkinson, the “All Other Compensation” columns for 2024

and 2023 includes $7,500, which each of them received in their capacities as members of the Board of Directors, and fees payable

for the attendance of board meetings in person.

the year ended December 31, 2023 until February 28, 2024, Mr.

Mudd served in a non-NEO role as Senior Vice President of Real

Estate and Development.

He began serving as the President and COO on February 28, 2024 through September 30, 2024.

On October 4,

2024, the Company appointed William Hodgson as its President, replacing Mr.

Mudd in that position effective October 21, 2024.

November 1, 2024, Mr.

Mudd’s position changed to Senior Vice President of Construction and Market Expansion.

October 4, 2024, the Company appointed Mr.

William Hodgson as its President, with Mr.

the “All Other Compensation” columns include $5,000 in 2025 and $7,500 in 2024, which each of them received in their

capacities as members of the Board of Directors, and fees payable for the attendance of board meetings in person.

On October 4, 2024, the

Company appointed Mr.

William Hodgson as its President and Chief Operating Officer, with Mr.

Hodgson beginning in that role on October

Accordingly, the compensation reported for Mr.

Hodgson reflects what he received for the partial year ended December 31, 2024.

Accordingly, for the 2024 fiscal year the compensation reported for Mr.

Hodgson reflects what he received for the partial

to the Summary Compensation Table

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into account individual responsibilities, performance, and experience.

base salary of Mr.

Roth during 2024 was increased to $500,000 effective October 1, 2024.

Prior to entering into that agreement, Mr.

base salary was $400,000 in 2023.

Atkinson’s base salary as of December 31, 2024 was $270,000, effective October 1, 2024, having increased from $200,000 as of December

Mudd’s base salary as of December 31, 2024 was $270,000, having increased from $200,000 as of December 31, 2023.

In connection

Mudd’s new position as Senior Vice President of Construction and Market Expansion, which took effect on November 1, 2024,

Mudd’s base salary continues to be $270,000 per year.

Hodgson’s newly appointed role as President of the Company, effective October 21, 2024, his annual base salary is $500,000.

Roth’s base salary as of December 31, 2025 was $500,000, having increased from $450,000 as of October 1, 2024.

Subsequent to December

31, 2025, Mr.

Roth’s base salary was increased to $850,000.

Atkinson’s base salary as of December 31, 2025 was $400,000, having increased from $290,000 as of December 31, 2024.

Hodgson’s base salary as of December 31, 2025 and 2024 was $500,000.

Bonus/Non-Equity Incentive Compensation

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facilitate the achievement of the Company’s goals, and align the interests of our executives and our shareholders.

awards are given in the form of warrant compensation during the past two years.

These warrants are based on the dollar equivalent of

a cash bonus in the warrants full value and approved by the board of directors.

awards were given in the form of warrant compensation during the past two

These warrants are based on the dollar equivalent of a cash bonus in the warrants’ full value and were approved by the Board

of Directors.

established a defined contribution plan for all employees aged 21 and older who have completed six months of service for payrolls as

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following table presents information regarding outstanding equity awards held by our NEOs as of December 31, 2025.

Equity Awards at

Outstanding Equity Awards at

Fiscal Year End

Expiration Date

Unexercisable

Incentive Plan

Compensatory Warrants

Compensatory Options

Heather Atkinson

Compensatory Warrants

in this table tie to compensatory warrants that are exercisable at the option of the holder.

The grant fair value number for the

“options” is to be computed in accordance with FASB ASC Topic 718.

The fair value assumptions used for purposes of the

valuation is cited in Footnote 11-Warrants to the 2024 financials.

warrant is exercisable in full and is scheduled to expire on October 11, 2027.

warrant vests ratably over a four-year term, with one-fourth of the warrant vesting on each annual anniversary from the date of issuance.

This warrant is scheduled to expire on April 11, 2029.

warrant vests ratably over a four-year term, with the first vesting date having occurred on the first annual anniversary of its issuance

This warrant is scheduled to expire on April 5, 2026.

warrant is exercisable in full and is scheduled to expire on January 16, 2027.

warrant vests ratably over a four-year term, with the first vesting date having occurred on the date of issuance.

The warrant is

scheduled to expire on February 28, 2031.

warrant is exercisable in full and is scheduled to expire on October 11, 2027.

warrant vests ratably over a four-year term, with one-fourth of the warrant vesting on each annual anniversary from the date of issuance.

This warrant is scheduled to expire on April 11, 2029.

warrant vests ratably over a four-year term, with the first vesting date having occurred on the first annual anniversary of its issuance

This warrant is scheduled to expire on April 5, 2026.

warrant is exercisable in full and is scheduled to expire on May 27, 2025.

warrant vests ratably over a four-year term, with the first vesting date having occurred on the date of issuance.

The warrant is

scheduled to expire on February 28, 2031.

warrant vests ratably over a two-year term, with the first vesting date having occurred on the date of issuance.

The warrant is scheduled

to expire on October 1, 2031.

warrant is exercisable in full and is scheduled to expire on October 11, 2027.

warrant vests ratably over a five-year term, with one-fifth of the warrant vesting on each annual anniversary from the date of issuance.

This warrant is scheduled to expire on October 28, 2026.

warrant vests ratably over a four-year term, with one-fourth of the warrant vesting on each annual anniversary from the date of issuance.

This warrant is scheduled to expire on April 11, 2029.

warrant vests ratably over a four-year term, with one-fourth of the warrant vesting on each annual anniversary from the date of issuance.

This warrant is scheduled to expire on April 5, 2026.

warrant vests ratably over a two-year term, with the first vesting date having occurred on the date of issuance.

The warrant is scheduled

to expire on February 28, 2031.

warrant vests over a four-year period, with 50,000 shares underlying the warrant vesting on April 30, 2025, 75,000 vesting on November

1, 2025, and 125,000 vesting on each of November 1, 2026, 2027, and 2028.

The grant fair value number for the “options”

is to be computed in accordance with FASB ASC Topic 718.

The fair value assumptions used for purposes of the valuation is cited in “Note

12 – Warrants and Stock Options” to the Company’s consolidated financial statements for the years ended December 31,

2025 and 2024.

This warrant is exercisable

in full and is scheduled to expire on October 11, 2027.

This warrant vests ratably

over a four-year term, with one-fourth of the warrant vesting on each annual anniversary from the date of issuance.

is scheduled to expire on April 11, 2029.

This warrant vests ratably

over a four-year term, with the first vesting date having occurred on the first annual anniversary of its issuance date.

was scheduled to expire on April 5, 2026.

The warrant agreement was amended to extend the expiration date to September 30, 2027.

This warrant is exercisable

in full and is scheduled to expire on January 16, 2027.

This warrant vests ratably

over a four-year term, with the first vesting date having occurred on the date of issuance.

The warrant is scheduled to expire on

February 28, 2031.

This warrant is exercisable

in full and is scheduled to expire on October 11, 2027.

This warrant vests ratably

over a four-year term, with one-fourth of the warrant vesting on each annual anniversary from the date of issuance.

is scheduled to expire on April 11, 2029.

This warrant vests ratably

over a four-year term, with the first vesting date having occurred on the first annual anniversary of its issuance date.

was scheduled to expire on April 5, 2026.

The warrant agreement was amended to extend the expiration date to April 5, 2027.

This warrant is exercisable

in full and was scheduled to expire on May 27, 2025.

The warrant agreement was amended to extend the expiration date to May 27, 2027.

This warrant vests ratably

over a four-year term, with the first vesting date having occurred on the date of issuance.

The warrant is scheduled to expire on

February 28, 2031.

This warrant vests ratably

over a two-year term, with the first vesting date having occurred on the date of issuance.

The warrant is scheduled to expire on

October 1, 2031.

This warrant vests over

a four-year period, with 50,000 shares underlying the warrant vesting on April 30, 2025, 75,000 vesting on November 1, 2025, and

125,000 vesting on each of November 1, 2026, 2027, and 2028.

The warrant is scheduled to expire on November 1, 2031.

following discussion contains a summary of the terms of the employment agreements currently in effect for JW Roth.

Mudd, nor Mr.

Hodgson are parties to an employment agreement that provides a contractual right to severance payments upon a termination

or change of control;

instead, each is an employee at will.

Employment Agreement

Company entered into an employment agreement with Mr.

Roth on June 6, 2023, which sets forth the terms and conditions of his employment

(the “ Roth Agreement ”).

Hodgson are parties to an employment agreement that provides a contractual right to severance payments upon a termination or

change of control;

instead, each is employed at will.

entered into an employment agreement with Mr.

Roth on June 6, 2023, which sets forth the terms and conditions of his employment (the “ Roth

Agreement ”).

Pursuant to the Roth Agreement, Mr.

Roth serves as our Chief Executive Officer and is entitled

to an annual base salary of $400,000, with such base salary to be increased annually by no less than 2.5%.

The Roth Agreement is for

a term through November 6, 2028 and automatically renews for successive one-year terms thereafter unless not renewed by either Venu or

Roth upon not less than six months’ advance written notice to the other party.

Roth serves as our Chief Executive Officer and is entitled to an annual base

salary, with such base salary to be increased annually by no less than 2.5%.

The Roth Agreement is for a term through November 6, 2028

and automatically renews for successive one-year terms thereafter unless not renewed by either Venu or Mr.

Roth upon not less than six

months’ advance written notice to the other party.

the event Venu terminates Mr.

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Chad Hennings (5)

2024, Venu paid each director a fee of $2,500 for each meeting of the board of directors that a director attended in-person and on-site.

do not reflect compensation actually received by the director.

Values in this this table tie to compensatory warrants that are exercisable

at the option of the holder.

The grant fair value number for the “options” is computed in accordance with FASB ASC Topic

The fair value assumptions used for purposes of the valuation is cited in Footnote 11-Warrants to the Venu 2023 financials.

amounts represent compensation received by certain directors for services rendered other than with respect to their services on the

board of directors.

Hennings began providing services to Venu on January 23, 2023, serving as a spokesperson and business-development

promoter for the Company and earning $60,000 in cash annually (pro-rated for any partial year) for his services, along with 50,000

warrant shares granted at a $3.00 exercise price per warrant.

Mitchell Roth provides corporate financial writing assistance and

other investor relations duties and is compensated by Venu at $90,000 annually for these services.

Thomas Finke (5)

During 2025, Venu paid

each director a fee of $2,500 for each meeting of the board of directors that a director attended in-person and on-site.

Amounts do not reflect compensation actually received by the director.

Values in this this table tie to compensatory warrants that are

exercisable at the option of the holder.

The grant fair value number for the “options” is computed in accordance with FASB

ASC Topic 718.

The fair value assumptions used for purposes of the valuation is cited in “Note 12 – Warrants and Stock Options”

to the Company’s consolidated financial statements for the years ended December 31, 2025 and 2024.

The following reflects the aggregate number of option awards outstanding at December 31, 2025 for each non-employee director:

Roth – 383,332 warrants;

(ii) Steve Cominsky – 25,000 warrants;

(iii) Matthew R.

Craddock – 20,000 warrants;

Hennings – 70,000 warrants;

(v) Dave Lavigne – 20,000 warrants;

and (vi) Thomas Finke – 250,000 options.

amounts represent compensation received by certain directors for services rendered other than with respect to their services on the board

of directors.

Mitchell Roth provides other investor relations duties and is compensated by Venu at $90,000 annually for these services.

Hennings resigned from

the Board on January 27, 2025 and Mr.

Finke was appointed on May 5, 2025.

Disclosure to Director Compensation Table

2024, Venu paid each director a fee of $2,500 for each meeting of the board of directors that a director attended in-person and on-site.

Otherwise, Venu does have a formal compensation program for its directors.

time to time, Venu has awarded its directors compensatory warrants as a means to attempt to further align the interests of its directors

with the Company and its shareholders.

pays each director a fee of $2,500 for each meeting of the board of directors that a director attends in-person and on-site.

Venu does not have a formal compensation program for its directors.

Finke’s appointment to the Board in May 2025, he was granted a stock option.

From time to time, Venu previously awarded its

directors compensatory warrants as a means to attempt to further align the interests of its directors with the Company and its shareholders.

To date, these compensatory warrants have not been awarded on a set schedule or defined interval.

Typically, a warrant has been granted on an annual basis (in each case subject to vesting conditions).

In 2024, Venu granted each director

a warrant exercisable to purchase 20,000 shares of Common Stock at an exercise price of $10.00 per share in consideration for serving

on the Board.

Each director’s warrant vests ratably over a two-year period beginning on February 28, 2025.

Typically, a warrant has been granted

on an annual basis (in each case subject to vesting conditions).

In 2024, Venu granted each director a warrant exercisable to purchase

20,000 shares of Common Stock at an exercise price of $10.00 per share in consideration for serving on the Board.

Each director’s

warrant vests ratably over a two-year period beginning on February 28, 2025.

and Practices related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information ( “ MNPI ” )

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days prior to, or one business day following, the filing or furnishing of a periodic or current report by us that disclosed MNPI.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Formal Equity Incentive

following table sets forth information as of December 31, 2024, with respect to the compensatory warrants previously granted by the

Company and the Company’s Amended and Restated 2023 Omnibus Incentive Compensation Plan:

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Formal Equity Incentive Plans

following table sets forth information as of December 31, 2025, with respect to the compensatory warrants previously granted by the Company

and the Company’s Amended and Restated 2023 Omnibus Incentive Compensation Plan:

Plan Category

of securities to

issued upon exercise

outstanding options,

Number of securities to

be issued upon exercise

of outstanding options,

warrants, and rights

Weighted-average

of securities

issuance under

exercise price of

outstanding options,

warrants, and rights

Number of securities

remaining available

future issuance under

equity compensation

plans (excluding

securities reflected in

Equity compensation plans approved by security holders (1)

Equity compensation plans not approved by security holders (2)

Represents an aggregate of 4,584,293 warrants previously granted to officers, directors, and other service providers for

compensatory purposes.

October 2023, Venu’s Board adopted, and then its shareholders approved, the 2023 Omnibus Incentive Compensation Plan.

2024, the Board adopted and the Venu shareholders approved the Amended and Restated 2023 Omnibus Incentive Compensation Plan (the “ A&R

The purpose of the A&R

Plan is to advance the interests of our shareholders by enabling us to attract and retain the types of individuals who will contribute

to our long-range success, provide incentives that align the interests of such individuals with those of our shareholders, and promote

the success of our business.

The A&R Plan is designed to provide us with flexibility to select from among various equity-based and

performance compensation methods, and to be able to address changing accounting and tax rules and corporate governance practices by optimally

utilizing performance-based compensation.

A&R Plan permits awards of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted

stock units, and performance awards.

(1) In October 2023,

Venu’s Board adopted, and then its shareholders approved, the 2023 Omnibus Incentive Compensation Plan.

In August 2024, the Board

adopted and the Venu shareholders approved the Amended and Restated 2023 Omnibus Incentive Compensation Plan (the “ A&R Plan ”).

The purpose of the A&R Plan is to advance the interests of our shareholders by enabling us to attract and retain the types of individuals

who will contribute to our long-range success, provide incentives that align the interests of such individuals with those of our shareholders,

and promote the success of our business.

The A&R Plan is designed to provide us with flexibility to select from among various equity-based

and performance compensation methods, and to be able to address changing accounting and tax rules and corporate governance practices

by optimally utilizing performance-based compensation.

permits awards of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock

units, and performance awards.

Awards and grants under the A&R Plan are referred to as “ Awards .” Those eligible

for Awards under the A&R Plan are referred to as “ Participants .” Participants include any employee, consultant,

or director who is designated by the Board or a committee of the Board to receive one or more Awards under the A&R Plan.

of 2,500,000 shares of our Common Stock are reserved for issuance of Awards under the A&R Plan.

the year ended December 31, 2024, no awards were granted under the A&R Plan.

for Awards under the A&R Plan are referred to as “ Participants .”

(2) Represents compensatory

warrants granted to employees and service providers prior to the Company’s common stock being listed on the NYSE American and prior

to the of the adoption of the A&R Plan.

Ownership of Certain Beneficial Owners and Management

following table sets forth information known to us regarding beneficial ownership of shares of Venu’s Common Stock as of March

person known by us to be the beneficial owner of more than 5% of our outstanding Common Stock;

of our executive officers and directors;

of our executive officers and directors as a group.

each person known by us

to be the beneficial owner of more than 5% of our outstanding Common Stock;

each of our executive officers

and directors;

all of our executive officers

and directors as a group.

ownership is determined according to the rules of the SEC, which generally provide that a security holder has beneficial ownership of

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These shares were not deemed outstanding, however, for the purpose of computing the percentage ownership of any other person or entity.

beneficial ownership of each class or series of our voting capital stock below is based on the Company having, as of March 15, 2025,

37,496,049 shares of Common Stock issued and outstanding.

The beneficial ownership of each class or series of

our voting capital stock below is based on the Company having 60,042,328 shares of Common Stock issued and outstanding as of March 15,

Each share of Common Stock entitles its holder to one vote per share held.

also has 304,990 shares of Class B Non-Voting Common Stock outstanding.

However, those shares do not entitle the holders to any voting

rights, and, by their terms, are not convertible at the volition of the holder to shares of Common Stock.

Moreover, no officer,

director, or 5% or greater beneficial holder of Venu holds any shares of Class B Non-Voting Common Stock.

those shares do not entitle the holders to any voting rights, and, by their terms, are not convertible at the volition of the holder

to shares of Common Stock.

Moreover, no officer, director, or 5% or greater beneficial holder of Venu holds any shares of Class B Non-Voting

Common Stock.

otherwise indicated, we believe that each person named in the table below has sole voting and investment power with respect to all shares

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otherwise noted, the address of all of the listed shareholders is 1755 Telstar Drive, Suite 501, Colorado Springs, Colorado 80920.

Name and Address of Beneficial Owners

Name and Address of Beneficial Owners and Management

Directors and NEOs:

William Hodgson (2)

Robert Mudd (2)

Heather Atkinson (3)

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Matthew Craddock (6)

Dave Lavigne (7)

Directors and Executive Officers as a Group (8 individuals) (8)

(i) 2,633,333 shares underlying warrants that are vested or will be vested within 60 days;

(ii) 1,250,000 shares underlying an option

that was granted to JW Roth and became exercisable on January 14, 2025;

and (iii) 1,022,665 shares held by KMR Living Trust

dated November 19, 2012, for which JW Roth is a trustee.

(i) 317,499 shares underlying warrants that are vested or will be vested within 60 days;

and (ii) 12,500 shares held by a trust for

Mudd’s special needs minor children.

422,363 shares underlying warrants that are vested or will be vested within 60 days.

294,166 shares underlying warrants that are vested or will be vested within 60 days.

15,000 shares underlying warrants that are vested or will be vested within 60 days.

10,000 shares underlying warrants that are vested or will be vested within 60 days.

(i) 7,240 shares owned directly by Mr.

Lavigne’s spouse that Mr.

Lavigne may be deemed to have indirect beneficial ownership

and (ii) 10,000 shares underlying warrants that are vested or will be vested within 60 days.

3,702,361 shares underlying warrants that are vested or will be vested within 60 days.

David Lavigne (7)

Thomas Finke (8)

Victor Sutter (9)

Directors and NEOs as a group (9 persons) (10)

>5% Shareholders

Kevin O’Neil (11)

Citadel Advisors LLC and Affiliates (12)

(i) 9,253,644 shares held by Mr.

JW Roth directly;

(ii) 1,691,665

shares underlying warrants that are exercisable within 60 days of March 15, 2026;

(iii) 1,250,000 shares underlying an option that

is exercisable within 60 days of March 15, 2026;

(iv) 999,720 shares held by the KMR Living Trust dated November 19, 2012, for

Roth is a trustee;

and (v) 62,500 shares held by the JWR Living Trust dated November 19, 2012, for which Mr.

Roth is a trustee.

Roth may be deemed to have shared voting and investment power over the shares held by the trusts described herein.

Of the shares beneficially

Roth, 950,000 shares are pledged as collateral.

Includes 125,000 shares underlying warrants that are exercisable within

60 days of March 15, 2026.

(i) 82,152 shares held directly by Ms.

shares underlying warrants that are exercisable within 60 days of March 15, 2026;

and (iii) 62,000 shares held by The Kingdom Trust Co.

Custodian FBO Heather Atkinson IRA, for which Ms.

Atkinson is a trustee.

(i) 349,980 shares held directly by Mr.

Mitchell Roth;

352,082 shares underlying warrants that are exercisable within 60 days of March 15, 2026.

(i) 82,882 shares held directly by Mr.

and (ii) 10,000

shares underlying warrants that are exercisable within 60 days of March 15, 2026.

(i) 75,285 shares held directly by Mr.

and (ii) 20,000

shares underlying warrants that are exercisable within 60 days of March 15, 2026.

(i) 165,814 shares held directly by Mr.

(ii) 6,514 shares

Lavigne’s spouse, which Mr.

Lavigne may be deemed to have shared voting and investment power over;

and (iii) 20,000

shares underlying warrants that are exercisable within 60 days of March 15, 2026.

(i) 29,961 shares held directly by Mr.

and (ii) 50,000 shares underlying warrants that are exercisable within 60 days

of March 15, 2026.

Includes 461 shares held by the Sutter Family Trust, of which Mr.

is a trustee and with respect to which Mr.

Sutter may be deemed to have shared voting and investment power.

Includes 1,250,000 shares underlying an option and 2,823,887 shares underlying

warrants held by our NEOs and directors that are exercisable within 60 days of March 15, 2026.

(i) 2,131,505 shares held directly by Mr.

(ii) 1,563,962

shares owned by KWO, LLC, of which Mr.

O’Neil is the sole member and managing member;

and (iii) 1,895,000 shares underlying warrants

that are exercisable within 60 days of March 15, 2026.

The information reported for Mr.

O’Neil is based on his Form 3 and Form 4

filings as well as a Schedule 13G/A filed jointly on October 14, 2025 by Mr.

O’Neil and KWO, LLC.

As reported in the Schedule 13G/A,

O’Neil’s address is 422 E Vermijo Avenue, Colorado Springs, Colorado 80903.

Based on a Schedule 13G filed jointly on March 17, 2026 by Citadel

Advisors LLC (“ Citadel Advisors ”), Citadel Advisors Holdings LP (“ CAH ”), Citadel GP LLC (“ CGP ’),

Citadel Securities LLC (“ Citadel Securities ”), Citadel Securities Group LP (“ CALC4 ”), Citadel Securities

GP LLC (“ CSGP ”), and Kenneth Griffin (collectively with the foregoing parties in this footnote, the “ Citadel

Parties ”) with respect to shares of Common Stock owned by Citadel Multi-Strategy Equities Master Fund Ltd., a Cayman Islands

company (“CM”), and Citadel Securities.

Each of Citadel Advisors, CAH, and CGP reported having shared voting and dispositive

power over 3,803,743 shares of Common Stock.

Citadel Securities reported having shared voting and dispositive power over 151,453 shares

of Common Stock.

Each of CALC4 and CSGP reported having shared voting and dispositive power over 151,453 shares of Common Stock.

reported having shared voting and dispositive power over 3,955,196 shares of Common Stock.

The percentage ownership for the Citadel Parties

is based on the Company having 62,142,328 shares of Common Stock outstanding, which includes the 60,042,328 shares outstanding as of March 15,

2026, and 2,100,000 shares that are issuable upon the conversion of certain warrants held by affiliates of the Citadel Parties.

Advisors is the portfolio manager for CM.

CAH is the sole member of Citadel Advisors.

CGP is the general partner of CAH.

non-member manager of Citadel Securities.

CSGP is the general partner of CALC4.

Griffin is the President and Chief Executive Officer

of CGP and owns a controlling interest in CGP and CSGP.

As reported in their Schedule 13G, the address of the Citadel Parties is 830 Brickell

Plaza, Miami, Florida 33131.

Certain Relationships and Related Transactions, and Director Independence

2 unchanged sentences

the following is a description of each transaction since January 1, 2024, and each currently proposed transaction in which:

Company has been or is to be a participant;

amount involved exceeds or will exceed the lesser of $120,000 or one percent of the average of the smaller reporting company’s

total assets at year end for the last two completed fiscal years;

of the Company’s directors, executive officers, or beneficial holders of more than 5% of the Company’s capital stock,

or any immediate family member of, or person sharing the household with, any of these individuals (other than tenants or employees),

had or will have a direct or indirect material interest.

the Company has been or

is to be a participant;

the amount involved exceeds

or will exceed the lesser of $120,000 or one percent of the average of the smaller reporting company’s total assets at year

end for the last two completed fiscal years;

any of the Company’s

directors, executive officers, or beneficial holders of more than 5% of the Company’s capital stock, or any immediate family

member of, or person sharing the household with, any of these individuals (other than tenants or employees), had or will have a direct

or indirect material interest.

believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below

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The amounts paid by BBST CO and BBP CO to HIA under the leases totaled $574,302

in 2024, $574,300 in 2023.

in 2025 and $574,303 in 2024.

Notes, LLC (“ 13141 Notes ”) is the restaurant operating entity that manages the Notes Eatery in Colorado Springs.

2 unchanged sentences

The amounts paid by 13141 Notes to 13141 BP under the lease totaled $0 in 2025

2024 and $218,748 in 2023.

In 2024, 13141 Notes paid rent to 13141 BP through June 30, 2024, totaling $124,180.

Beginning on July 1,

2024, the lease was amended to provide for 13141 Notes to pay 13141 BP only common area maintenance amounts, which 13141 Notes paid to

13141 BP for 2024 in total of $97,452.

owns 550,000 preferred units or 2.0% of Roth Industries, LLC (“ Roth Industries ”).

JW Roth is also the founder and

Chairman of Roth Industries and holds an approximate 20% membership interest in Roth Industries.

Mitchell Roth, a director of Venu, is

also the CEO and President of Roth Industries and holds an approximate 10% membership interest in Roth Industries.

Heather Atkinson is

also the Treasurer and a director of Roth Industries.

Additionally, Robert Mudd, Venu’s President and Chief Operating Officer,

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

Atkinson, Mr.

Mudd, and Mr.

Cominsky each own less than

a 1% membership interest in Roth Industries.

through the closure of 13141 Notes on July 18, 2025 and $124,180 in 2024.

In 2024, 13141 Notes paid rent to 13141 BP through June 30,

2024, totaling $124,180.

Beginning on July 1, 2024, the lease was amended to provide for 13141 Notes to pay 13141 BP only common

area maintenance amounts, which 13141 Notes paid to 13141 BP in 2025 for a total of $53,097 through the closure 13141 Notes on July 18,

2025 and 2024 for a total of $97,452.

November 5, 2025, the Company, through its wholly owned subsidiary NLRE, closed on a sale-leaseback with a related-party buyer of a 5.5-acre

property in Colorado Springs, Colorado, that serves as the primary parking structure for Ford Amphitheater (such land, together with

improvements thereon, the “ Property ”).

As a closing obligation of the sale, NLRE entered into a ground lease agreement,

pursuant to which the related-party buyer, as landlord (the “ Landlord ”), agreed to lease the Property back to NLRE

for a 20-year term under a NNN lease structure with an option for NLRE to re-purchase the Property within the first three years of the

closing date of the sale at a fixed price, which would return the asset to the Company’s balance sheet.

The Landlord is wholly

owned by a significant shareholder of the Company.

Annual base rent is initially $1,050,000 and escalates by 2.5% each year beginning

on November 5, 2026.

and Long-Term Debt

The Company issued a $6,000,000

principal amount convertible promissory note on February 28, 2025 to a related party, with a maturity date three years from the date of

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

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

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

The lender was also issued a warrant that is exercisable

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

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

amount convertible promissory note to a related party, with a maturity date three years from the date of issuance.

The interest rate

is 12% per annum and paid quarterly in cash or shares of the Company’s Common Stock at the conversion price.

The conversion price

is defined as 100% of the average daily closing sale price of the Company’s Common Stock during the 10 consecutive trading days

immediately prior to the applicable payment date.

The lenders were issued warrants that, in the aggregate, are exercisable to acquire

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

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

with a maturity date three years from the date of issuance.

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

the Company’s Common Stock at the conversion price.

The conversion price is defined as 100% of the average daily closing sale price

of the Company’s Common Stock during the 10 consecutive trading days immediately prior to the applicable payment date.

were issued warrants that, in the aggregate, are exercisable to acquire 300,000 shares of Common Stock at an exercise price of $12.50

June 22, 2025, the Company issued 1,542,367 shares of Common Stock to a related party in full satisfaction of $15,000,000 principal and

$423,667 accrued interest, representing a conversion price of $10 per common share, due under certain convertible promissory notes.

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.

owns 526,166 class B non-voting units or 1.2% of Roth Industries, LLC (“ Roth Industries ”).

JW Roth is also the founder

and Chairman of Roth Industries and holds an approximate 16.4% membership interest in Roth Industries.

Mitchell Roth, a director of Venu,

is also the CEO and President of Roth Industries and holds an approximate 14.7% 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.

Industries is the parent company to Roth Premium Foods, LLC (“ Roth Premium ”), which is the counterparty to the Bourbon

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shares the advertising expenses for the Bourbon Brothers brand with Roth Industries.

For Roth’s licensing use of the Bourbon Brothers

brand in grocery products, since Venu holds the exclusive license to use the brand.

Venu received funds totaling $12,500 in 2024 with

$107,500 in receivables as of December 31, 2024, $132,500, and $125,000 during the years ended December 31, 2024, and 2023, respectively.

Venu recognized licensing fees from Roth Industries,

totaling $130,000 and $130,000 during the years ended December 31, 2025 and 2024, respectively, for Roth’s licensing use of the

Bourbon Brothers brand in grocery products since Venu holds the exclusive license to use the brand.

Venu had $237,500 and $107,500 in

receivables from Roth Industries as of December 31, 2025 and 2024, respectively.

August 12, 2024, Venu redeemed 100,000 shares of Common Stock previously held by Roth Industries, LLC for an aggregate purchase price

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)

As an equity holder of Roth Industries, Venu was afforded the right to acquire shares of Culinova, Inc.

The Company’s

CEO and Chairman is director of Culinova, Inc.

and Mitchell Roth, is the Chairman and CEO of Culinova, Inc.

Additionally, Heather Atkinson,

an officer and director of Venu, is also a shareholder of Culinova, Inc.

and serves as a director.

Furthermore, Mr.

Cominsky is a shareholder

in Culinova, Inc.

Atkinson and Mr.

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

in GA HIA, LLC and its Lease

Mudd, the Company’s Senior Vice President of Construction and Market Expansion, is a member of GA HIA, LLC (“ GA HIA ”),

and JW Roth and Robert Mudd are GA HIA’s co-managers.

GA HIA is a real estate holding company that owns approximately 65% of the

land and buildings on which the Company’s Bourbon Brothers Presents and Bourbon Brothers Smokehouse & Tavern venues in Georgia

operate and is the landlord for those properties.

GA HIA leases the property on which BBST GA operates the Bourbon Brothers Presents

and Bourbon Brothers Smokehouse & Tavern venues in Georgia operate.

For the first ten years of the lease, annual base rent payable

by BBST GA and BBP GA to GA HIA is $641,410 and $191,590, respectively.

Roth, the Chairman and CEO of the Company, is the manager of GA HIA.

GA HIA is a real estate holding company that owns approximately

65% of the land and buildings on which the Company’s Bourbon Brothers Presents and Bourbon Brothers Smokehouse & Tavern venues

in Georgia operate and is the landlord for those properties.

GA HIA leases the property on which BBST GA operates the Bourbon Brothers

Presents and Bourbon Brothers Smokehouse & Tavern venues in Georgia operate.

For the first ten years of the lease, annual base rent

payable by BBST GA and BBP GA to GA HIA is $641,410 and $191,590, respectively.

Every five years of the term of the lease, the rent increases

18 unchanged sentences

which is equal to 1.5% of the appraised value of that property.

at Centennial

April 2025, the Company entered into a purchase and sale agreement to acquire certain real property in Centennial, Colorado.

3, 2026, the Company entered into an Assignment of Purchase and Sale Agreement with Hall at Centennial, LLC, a subsidiary of the Company

(the “ Subsidiary ”), pursuant to which the Company assigned its right, title, and interest in the previously disclosed

Purchase and Sale Agreement between the Company and Old Mill, LLC (“ Old Mill ”) to the Subsidiary.

Following such assignment,

on February 3, 2026, the Subsidiary closed on the purchase of land in Centennial, Colorado (the “ Centennial Property ”)

from Old Mill pursuant to the Purchase and Sale Agreement.

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

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

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

A director of the Company, Matthew Craddock, is a manager and minority member

Craddock, directly and through his indirect interests, has an approximate 20% membership interest in Old Mill.

and JW Roth guarantee Venu’s and its subsidiaries’ debt.

In exchange for JW Roth personally guaranteeing $17,982,907 principal

amount of Venu’s bank debt and promissory notes (the “ Principal Balance ”), Venu pays JW Roth through a combination

of personal guarantee fees and warrant and option issuances.

With respect to Venu’s loans and promissory notes, Venu pays JW Roth

a personal guarantee fee of 1% of the Principal Balance value per year.

In 2023 and 2024, these payments totaled $109,794 and $146,919

respectively.

With respect to a $10,000,000 promissory note that is included in the Principal Balance, which Venu entered into in January

2024 and which Mr.

Roth and a minority shareholder of Venu (together, the “ Guarantors ”) personally guarantee, the

Guarantors equally split the personal-guarantee fee of 1% of the promissory note balance, or $100,000.

Venu also issued a three-year

warrant to purchase 500,000 shares of Common Stock at an exercise price of $10.00 per share to both the Guarantors.

Roth and the other Guarantor are also personal guarantors of the $25,000,000 promissory note (the “ McKinney Note ”)

that Venu delivered to MEDC as partial payment of the $35,000,000 purchase price payable to acquire a 46-acre tract from MEDC to construct

The Sunset McKinney (the “ McKinney Property ”).

In exchange for such personal guarantee of the McKinney Note, Venu

agreed to pay the Guarantors a personal guarantee fee.

On January 14, 2025, as consideration for Mr.

Roth’s personal guarantee

of the McKinney Note, Venu granted Mr.

Roth a five-year option to purchase 1,250,000 shares of Common Stock at an exercise price of $10.00

per share, which was immediately exercisable.

December 17, 2024, a subsidiary of Venu, Sunset at McKinney, LLC, entered into a Guarantee Fee Agreement with the Guarantors.

To facilitate

the closing of the McKinney Property, the Guarantors agreed to personally guarantee the $25,000,000 McKinney Note that was delivered

by or on behalf of Venu to MEDC at the closing as partial payment of the $35,000,000 purchase price.

Venu also delivered to MEDC at the

closing a cash payment of $10,000,000 to be held in a money market account (the “ Deposit ”), which will be returned

to Venu upon a certificate of occupancy being issued and obtained for the McKinney Property.

Interest earned on the Deposit will be remitted

by MEDC to Venu on a monthly basis (each, an “ Interest Payment ”).

To compensate the Guarantors for the risks associated

with personally guaranteeing the McKinney Note, upon Venu’s receipt of each Interest Payment from MEDC, Venu will make a corresponding

payment to each of the Guarantors in an amount equal to half of each such Interest Payment.

In exchange for Mr.

Roth personally guaranteeing $27,906,312

principal amount of Venu’s bank debt and promissory notes (the “ Principal Balance ”), Venu pays Mr.

through a combination of personal guarantee fees and warrant and option issuances.

With respect to Venu’s loans and promissory

notes, Venu pays Mr.

Roth a personal guarantee fee of 1% of the Principal Balance value per year.

In 2025 and 2024, these payments

totaled $305,456 and $146,919, respectively.

Roth and a related-party guarantor (together, the “Guarantors”) are also personal guarantors of the $25,000,000 promissory

note (the “ McKinney Note ”) that Venu delivered to MEDC as partial payment of the $35,000,000 purchase price payable

to acquire a 46-acre tract from MEDC to construct The Sunset McKinney (the “ McKinney Property ”).

On December 17, 2024,

a subsidiary of Venu, Sunset at McKinney, LLC, entered into a Guarantee Fee Agreement with the Guarantors.

In exchange for such personal

guarantee of the McKinney Note, Venu agreed to pay the Guarantors a personal guarantee fee.

On January 14, 2025, as consideration

Roth’s personal guarantee of the McKinney Note, Venu granted Mr.

Roth a five-year option to purchase 1,250,000 shares of

Common Stock at an exercise price of $10.00 per share, which was immediately exercisable.

At the closing of the McKinney

Property, Venu also delivered to MEDC a cash payment of $10,000,000 to be held in a money market account (the “ Deposit ”),

which will be returned to Venu upon a certificate of occupancy being issued and obtained for the McKinney Property.

Interest earned on

the Deposit is remitted by MEDC to Venu on a monthly basis (each, an “ Interest Payment ”).

To compensate the Guarantors

for the risks associated with personally guaranteeing the McKinney Note, upon Venu’s receipt of each Interest Payment from MEDC,

Venu makes a corresponding payment to each of the Guarantors in an amount equal to half of each such Interest Payment.

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 for a draw down term loan (the “ Construction Loan ”).

Company may from time-to-time request advances under the Construction Loan not to exceed the aggregate amount of $6,000,000.

This mortgage

is personally guaranteed by Mr.

Roth and, in exchange, Venu pays a guarantee fee of 1%.

280 purchased an aircraft to support the Company’s current and prospective corporate growth initiatives and development projects

around the country.

Effective September 26, 2025, Artist 280 borrowed $12,000,000 from PNC Bank, National Association.

is personally guaranteed by Mr.

Roth up to $4,500,000 and, in exchange, Venu pays a guarantee fee of 1%.

for Approval of Related-Party Transactions

7 unchanged sentences

from and provided by each of our directors concerning his or her background, employment, and affiliations, including family relationships,

our Board has determined that each of our directors, except JW Roth, Mitchell Roth, and Heather Atkinson, qualify as an “independent

director” as defined under applicable NYSE American listing rules.

In making such determination, the Board considered the current

and prior relationships that each director has with Venu and all other facts and circumstances that the Board deems relevant in determining

the independence of each director, including any relevant related-party transactions and each director’s beneficial ownership of

Venu capital stock.

See the sections of this Annual Report entitled “Security Ownership of Certain Beneficial Owners and Management”

in Item 12 and “Certain Relationships and Related-Party Transactions” in this Item 13 for additional information.

our Board has determined that each of our directors, except JW Roth, Mitchell Roth, and Heather

Atkinson, qualify as an “independent director ” as defined under applicable NYSE American listing rules.

such determination, the Board considered the current and prior relationships that each director has with Venu and all other facts and

circumstances that the Board deems relevant in determining the independence of each director, including any relevant related-party transactions

and each director’s beneficial ownership of Venu capital stock.

See the sections of this Annual Report entitled “Security

Ownership of Certain Beneficial Owners and Management” in Item 12 and “Certain Relationships and Related-Party Transactions”

in this Item 13 for additional information.

addition, NYSE American listing rules require that, subject to specified exceptions, each member of Venu’s Audit, Compensation,

25 unchanged sentences

financial statements included in its Annual Report on Form 10-K for the years ended December 31, 2025 and 2024, respectively, by

For the Year Ended December 31,

For the Years Ended December 31,

Audit Fees (1)

2 unchanged sentences

Fees” consist of fees billed for professional services rendered in connection with the audit of the Company’s consolidated

financial statements and review of interim condensed consolidated financial statements included in the Company’s quarterly

reports and services normally provided in connection with statutory and regulatory filings or engagements.

“Audit-Related

Fees” consist of fees generally related to accounting advice, review of SEC comment letters, and other compliance issues.

Fees” consist of fees related to tax compliance, tax preparation, and other tax services.

Other Fees” consist of fees for all other services other than those reported above.

financial statements and review of interim condensed consolidated financial statements included in the Company’s quarterly reports.

“Audit-Related Fees” consist of fees generally related to services

rendered in connection with the Company’s public offerings and filings.

consist of fees related to tax compliance, tax preparation, and other tax services.

“All Other Fees”

consist of fees for all other services other than those reported above.

Policies and Procedures of the Audit Committee

4 unchanged sentences

Audit Committee pre-approves all audit and permissible non-audit services performed by the Company’s independent registered public

accounting firm in order to assure that the provision of such services and related fees do not impair the independent registered public

accounting firm in order to assure that the provision of such services and related fees does not impair the independent registered public

accounting firm’s independence.

20 unchanged sentences

thereto included in the Index beginning on page F-1 of this Annual Report.

(a)(3) Exhibits

exhibits to this Annual Report are set forth below.

1 unchanged sentence

required to be filed as an exhibit.

Amended and Restated Articles of Incorporation, dated September 6, 2024

Bylaws of Notes Live, Inc., dated April 5, 2022

Description of Capital Stock

Specimen Certificate representing shares of Common Stock

Representative’s Warrant to be issued to ThinkEquity, LLC

Form of Compensatory Warrant

Amended and Restated 2023 Omnibus Incentive Compensation Plan

Employment Agreement dated June 6, 2023 between Notes Live, Inc.

Exhibit Number

Amended and Restated Articles of Incorporation dated September 6, 2024 (incorporated herein by reference to Exhibit 3.1 to the Company’s Form S-1/A filed on September 19, 2024)

Certificate of Designation, Preferences, and Rights of Series B 4% Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K filed on June 17, 2025)

Amendment to Certificate of Designation, Preferences, and Rights of Series B 4% Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K filed on January 9, 2026)

Bylaws of Notes Live, Inc.

dated April 5, 2022 (incorporated herein by reference to Exhibit 3.8 to the Company’s Form S-1 filed on August 6, 2024)

Specimen Certificate representing shares of Common Stock (incorporated herein by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024)

Representative’s Warrant issued to ThinkEquity, LLC (incorporated by reference to Exhibit 4.1 to the Company’s Form S-1 filed on November 12, 2024 (File No.

Form of Representative’s Warrant issued to ThinkEquity LLC (incorporated herein by reference to Exhibit A to Exhibit 1.1 to the Company’s Form S-1 filed August 22, 2025)

Notes Live, Inc.

Form of Compensatory Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Form S-1 filed on November 12, 2024)

Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 11, 2026)

Form of Pre-Funded Common Share Purchase Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on March 11, 2026)

Form of Representative’s Warrant issued to ThinkEquity LLC, dated March 10, 2026 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on March 11, 2026)

Venu Holding Corporation Amended and Restated 2023 Omnibus Incentive Compensation Plan, as amended (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 30, 2025)

Form of Incentive Stock Option Award Agreement under 2023 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.57 to the Company’s Form 10-K for the year ended December 31, 2024)

Form of Non-qualified Stock Option Award Agreement under 2023 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.58 to the Company’s Form 10-K for the year ended December 31, 2024)

Employment Agreement between Notes Live, Inc.

Roth, dated June 6, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Form S-1 filed on November 12, 2024)

Form of Stock Leak-Out Agreement between Notes Live, Inc.

and certain holders of the Common Stock of Notes Live, Inc.

named therein

TAD Development Agreement between GA HIA, LLC and the City of Gainesville, Georgia, dated September 12, 2022

Economic Development Agreement between Sunset at Broken Arrow, LLC, Broken Arrow Economic Development Authority, and City of Broken Arrow, Oklahoma, dated October 3, 2023

First Amendment to Economic Development Agreement between Sunset at Broken Arrow, LLC, Broken Arrow Economic Development Authority, and City of Broken Arrow, Oklahoma, dated January 31, 2024

Second Amendment to Economic Development Agreement between Sunset at Broken Arrow, LLC, Broken Arrow Economic Development Authority, and City of Broken Arrow, Oklahoma, dated February 20, 2024

Third Amendment to Economic Development Agreement between Sunset at Broken Arrow, LLC, Broken Arrow Economic Development Authority, and City of Broken Arrow, Oklahoma, dated March 5, 2024

Fourth Amendment to Economic Development Agreement between Sunset at Broken Arrow, LLC, Broken Arrow Economic Development Authority, and City of Broken Arrow, Oklahoma, dated March 5, 2024

Purchase and Sales Agreement between Sunset at Broken Arrow, LLC and City of Broken Arrow, Oklahoma, dated March 6, 2024

Exclusive Operating Agreement dated June 14, 2023 by and between AEG Presents – Rocky Mountains, LLC and Notes Live, Inc.

$10,000,000 Promissory Note of Notes Live, Inc., dated January 17, 2024, payable to Notes Real Estate And Development, LLC

Deed of Trust dated January 2024, between Notes Live Real Estate And Development, LLC and the Public Trustee for the benefit of KWO, LLC

Guarantees Fee Agreement dated February 2024 by and between Notes Live, Inc.

Lease Agreement between Bourbon Brothers, LLC and Bourbon Brothers Smokehouse and Tavern Colorado Springs, LLC d/b/a Southern Hospitality Southern Kitchen, LLC, dated May 29, 2013

First Amendment to Lease Agreement between Bourbon Brothers, LLC, Bourbon Brothers Southern Kitchen Colorado Springs, LLC, and Bourbon Brothers Holding Corporation, dated June 1, 2014

named therein (incorporated by reference to Exhibit 10.4 to the Company’s Form S-1 filed on November 12, 2024)

Chapter 380, Grant, and Development Agreement between City of McKinney, Texas, McKinney Economic Development Corporation, McKinney Community Development Corporation, and Notes Live, Inc., dated April 16, 2024 (incorporated by reference to Exhibit 10.5 to the Company’s Form S-1 filed on November 12, 2024)

TAD Development Agreement between GA HIA, LLC and the City of Gainesville, Georgia, dated September 12, 2022 (incorporated by reference to Exhibit 10.6 to the Company’s Form S-1 filed on November 12, 2024)

Economic Development Agreement between Sunset at Broken Arrow, LLC, Broken Arrow Economic Development Authority, and City of Broken Arrow, Oklahoma, dated October 3, 2023 (incorporated by reference to Exhibit 10.7 to the Company’s Form S-1 filed on November 12, 2024)

Purchase and Sales Agreement between Sunset at Broken Arrow, LLC and City of Broken Arrow, Oklahoma, dated March 6, 2024 (incorporated by reference to Exhibit 10.12 to the Company’s Form S-1 filed on November 12, 2024)

Exclusive Operating Agreement between AEG Presents – Rocky Mountains, LLC and Notes Live, Inc., dated June 14, 2023 (incorporated by reference to Exhibit 10.13 to the Company’s Form S-1 filed on November 12, 2024)

Guarantees Fee Agreement between Notes Live, Inc.

Roth, dated February 2024 (incorporated by reference to Exhibit 10.17 to the Company’s Form S-1 filed on November 12, 2024)

Lease Agreement between Bourbon Brothers, LLC and Bourbon Brothers Smokehouse and Tavern Colorado Springs, LLC d/b/a Southern Hospitality Southern Kitchen, LLC, dated May 29, 2013 (incorporated by reference to Exhibit 10.18 to the Company’s Form S-1 filed on November 12, 2024)

First Amendment to Lease Agreement between Bourbon Brothers, LLC, Bourbon Brothers Southern Kitchen Colorado Springs, LLC, and Bourbon Brothers Holding Corporation, dated June 1, 2014 (incorporated by reference to Exhibit 10.19 to the Company’s Form S-1 filed on November 12, 2024)

Assignment and Transfer of Lease Agreement between Bourbon Brothers, LLC d/b/a Hospitality Income & Asset, LLC, Bourbon Brothers Smokehouse and Tavern CS, LLC, Art Dimensions, Inc.

d/b/a Southern Concepts Restaurant Group, Inc., and Bourbon Brothers Smokehouse and Tavern Colorado Springs, LLC d/b/a Southern Hospitality Southern Kitchen, LLC, dated March 27, 2017

Lease Agreement between Hospitality Income & Asset, LLC and Bourbon Brothers Presents, LLC, dated October 23, 2018

First Amendment to Lease Agreement between Hospitality Income & Asset, LLC and Bourbon Brothers Presents, LLC, dated April 1, 2022

Lease Agreement between GA HIA, LLC and Bourbon Brothers Smokehouse and Tavern GA, LLC, dated April 7, 2022

Loan Authorization and Agreement dated May 4, 2020 between Bourbon Brothers Entertainment LLC and U.S.

Small Business Administration

Commercial Promissory Note dated May 26, 2022 delivered by GA HIA, LLC in favor of Pinnacle Bank

Unlimited Continuing Guaranty by Jay William Roth as guarantor of the obligations of GA HIA, LLC in favor of Pinnacle Bank

Change in Terms Agreement between GA HIA, LLC and Pinnacle Bank, dated December 28, 2022

Commercial Construction to Permanent Loan Agreement between GA HIA, LLC and Pinnacle Bank, dated December 28, 2022

Agreement for Purchase and Sale of Real Property between Northgate Properties, LLC and Notes Live Real Estate and Development, LLC, dated March 14, 2023

Agreement for Purchase and Sale of Real Property between Northgate Properties, LLC and Notes Live Real Estate and Development, LLC, dated April 14, 2023

Purchase and Sale Agreement between GA HIA, LLC and the Gainesville Redevelopment Authority, dated June 22, 2021

Lease Agreement between 13141 BP, LLC and Buttermilk Eatery LLC, dated January 20, 2020

Change in Terms Agreement between Hospitality Income & Asset, LLC and Integrity Bank & Trust, dated July 1, 2021

d/b/a Southern Concepts Restaurant Group, Inc., and Bourbon Brothers Smokehouse and Tavern Colorado Springs, LLC d/b/a Southern Hospitality Southern Kitchen, LLC, dated March 27, 2017 (incorporated by reference to Exhibit 10.20 to the Company’s Form S-1 filed on November 12, 2024)

Lease Agreement between Hospitality Income & Asset, LLC and Bourbon Brothers Presents, LLC, dated October 23, 2018 (incorporated by reference to Exhibit 10.21 to the Company’s Form S-1 filed on November 12, 2024)

First Amendment to Lease Agreement between Hospitality Income & Asset, LLC and Bourbon Brothers Presents, LLC, dated April 1, 2022 (incorporated by reference to Exhibit 10.22 to the Company’s Form S-1 filed on November 12, 2024)

Lease Agreement between GA HIA, LLC and Bourbon Brothers Smokehouse and Tavern GA, LLC, dated April 1, 2022 (incorporated by reference to Exhibit 10.23 to the Company’s Form S-1 filed on November 12, 2024)

Loan Authorization and Agreement between Bourbon Brothers Entertainment LLC and U.S.

Small Business Administration, dated May 4, 2020 (incorporated by reference to Exhibit 10.24 to the Company’s Form S-1 filed on November 12, 2024)

Commercial Promissory Note delivered by GA HIA, LLC in favor of Pinnacle Bank, dated May 26, 2022 (incorporated by reference to Exhibit 10.25 to the Company’s Form S-1 filed on November 12, 2024)

Unlimited Continuing Guaranty by Jay William Roth as guarantor of the obligations of GA HIA, LLC in favor of Pinnacle Bank, dated May 26, 2022 (incorporated by reference to Exhibit 10.26 to the Company’s Form S-1 filed on November 12, 2024)

Change in Terms Agreement between GA HIA, LLC and Pinnacle Bank, dated December 28, 2022 (incorporated by reference to Exhibit 10.27 to the Company’s Form S-1 filed on November 12, 2024)

Commercial Construction to Permanent Loan Agreement between GA HIA, LLC and Pinnacle Bank, dated December 28, 2022 (incorporated by reference to Exhibit 10.28 to the Company’s Form S-1 filed on November 12, 2024)

Purchase and Sale Agreement between GA HIA, LLC and the Gainesville Redevelopment Authority, dated June 22, 2021 (incorporated by reference to Exhibit 10.31 to the Company’s Form S-1 filed on November 12, 2024)

Change in Terms Agreement between Hospitality Income & Asset, LLC and Integrity Bank & Trust, dated July 1, 2021 (incorporated by reference to Exhibit 10.33 to the Company’s Form S-1 filed on November 12, 2024)

Unsecured Promissory Note delivered by Notes Live, Inc.

in favor of The Sunset Amphitheater LLC, dated March 15, 2023

Operations Sublease Agreement between Notes Live Foundation and Sunset Operations, LLC, dated August 21, 2024

in favor of The Sunset Amphitheater LLC, dated March 15, 2023 (incorporated by reference to Exhibit 10.34 to the Company’s Form S-1 filed on November 12, 2024)

Operations Sublease Agreement between Notes Live Foundation and Sunset Operations, LLC, dated August 21, 2024 (incorporated by reference to Exhibit 10.35 to the Company’s Form S-1 filed on November 12, 2024)

Assignment and Assumption of Leases between GA HIA, LLC and Matthew R.

Craddock, as Trustee under the Matthew R.

Craddock Irrevocable Trust Dated November 5, 2020

Commercial Construction to Permanent Loan Agreement between GA HIA, LLC and Pinnacle Bank, as guaranteed by Jay William Roth, dated May 26, 2022

Craddock Irrevocable Trust Dated November 5, 2020 (incorporated by reference to Exhibit 10.36 to the Company’s Form S-1 filed on November 12, 2024)

Commercial Construction to Permanent Loan Agreement between GA HIA, LLC and Pinnacle Bank, as guaranteed by Jay William Roth, dated May 26, 2022 (incorporated by reference to Exhibit 10.37 to the Company’s Form S-1 filed on November 12, 2024)

Limited Continuing Guaranty by Matthew R.

Craddock Irrevocable Trust in favor of Pinnacle Bank, dated December 28, 2022

Limited Continuing Guaranty by Old Mill, LLC in favor of Pinnacle Bank, dated December 28, 2022

Craddock Irrevocable Trust in favor of Pinnacle Bank, dated December 28, 2022 (incorporated by reference to Exhibit 10.38 to the Company’s Form S-1 filed on November 12, 2024)

Limited Continuing Guaranty by Old Mill, LLC in favor of Pinnacle Bank, dated December 28, 2022 (incorporated by reference to Exhibit 10.39 to the Company’s Form S-1 filed on November 12, 2024)

Licensing Agreement between Notes Live, Inc.

and Roth Premium Foods, LLC, dated May 18, 2022

and Roth Premium Foods, LLC, dated May 18, 2022 (incorporated by reference to Exhibit 10.40 to the Company’s Form S-1 filed on November 12, 2024)

Ticketing Services Agreement between Notes Live, Inc.

and AXS Group LLC, dated May 1, 2023

and AXS Group LLC, dated May 1, 2023 (incorporated by reference to Exhibit 10.42 to the Company’s Form S-1 filed on November 12, 2024)

First Amendment to Ticketing Services Agreement between Notes Live, Inc.

and AXS Group LLC, dated March 29, 2024

Second Amendment to Ticketing Services Agreement between Notes Live, Inc.

and AXS Group LLC, dated March 29, 2024

and AXS Group LLC, dated March 29, 2024 (incorporated by reference to Exhibit 10.43 to the Company’s Form S-1 filed on November 12, 2024)

Purchase and Sale Agreement between Notes Live, Inc.

and the City of El Paso, Texas, dated June 24, 2024

and the City of El Paso, Texas, dated June 24, 2024 (incorporated by reference to Exhibit 10.45 to the Company’s Form S-1 filed on November 12, 2024)

Chapter 380 Economic Development Program Agreement between Notes Live, Inc.

and the City of El Paso, Texas, dated July 2, 2024

Naming and Sponsorship Rights Agreement between Sunset Operations, LLC and Mountain States FDAF, dated May 15, 2024

Ground Lease Agreement between Notes CS 1 MT, LLC and Sunset Amphitheater, LLC, dated August 21, 2024

Operations Lease Agreement between Sunset Amphitheater, LLC and Notes Live Foundation, dated August 21, 2024

First Amendment to Operations Lease Agreement between Sunset Amphitheater, LLC and Notes Live Foundation, dated September 24, 2024

First Amendment to Operations Sublease Agreement between Notes Live Foundation and Sunset Operations, LLC, dated September 24, 2024

First Amendment to Chapter 380, Grant, and Development Agreement between City of McKinney, Texas, McKinney Economic Development Corporation, McKinney Community Development Corporation, and Notes Live, Inc., dated October 15, 2024.

First Amendment to Purchase and Sale Agreement between Notes Live, Inc.

and the City of El Paso, Texas, dated August 29, 2024.

Second Amendment to Purchase and Sale Agreement between Notes Live, Inc.

and the City of El Paso, Texas, dated October 28, 2024.

Guarantee Fee Agreement between Sunset at McKinney LLC, JW Roth, and Kevin O’Neil (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2024)

Second Amendment to Chapter 380, Grant, and Development Agreement between City of McKinney, Texas, McKinney Economic Development Corporation, McKinney Community Development Corporation, and Notes Live, Inc., dated December 3, 2024.

Secured Convertible Promissory Note in favor of the lender named therein dated February 28, 2025

Form of Incentive Stock Option Award Agreement under 2023 Omnibus Incentive Plan.

Form of Non-qualified Stock Option Award.

Agreement under 2023 Omnibus Incentive Plan.

and the City of El Paso, Texas, dated July 2, 2024 (incorporated by reference to Exhibit 10.46 to the Company’s Form S-1 filed on November 12, 2024)

First Amendment to Chapter 380 Economic Development Program Agreement between Venu Holding Corporation and the City of El Paso, Texas, dated April 15, 2025 (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed on April 24, 2025)

Naming and Sponsorship Rights Agreement between Sunset Operations, LLC and Mountain States FDAF, dated May 15, 2024 (incorporated by reference to Exhibit 10.47 to the Company’s Form S-1 filed on November 12, 2024)

Ground Lease Agreement between Notes CS 1 MT, LLC and Sunset Amphitheater, LLC, dated August 21, 2024 (incorporated by reference to Exhibit 10.48 to the Company’s Form S-1 filed on November 12, 2024)

Operations Lease Agreement between Sunset Amphitheater, LLC and Notes Live Foundation, dated August 21, 2024 (incorporated by reference to Exhibit 10.49 to the Company’s Form S-1 filed on November 12, 2024)

First Amendment to Operations Lease Agreement between Sunset Amphitheater, LLC and Notes Live Foundation, dated September 24, 2024 (incorporated by reference to Exhibit 10.50 to the Company’s Form S-1 filed on November 12, 2024)

First Amendment to Operations Sublease Agreement between Notes Live Foundation and Sunset Operations, LLC, dated September 24, 2024 (incorporated by reference to Exhibit 10.51 to the Company’s Form S-1 filed on November 12, 2024)

Guarantee Fee Agreement between Sunset at McKinney LLC, JW Roth, and Kevin O’Neil, dated December 17, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2024)

Form of Secured Convertible Promissory Note to the lender named therein, dated February 28, 2025 (incorporated herein by reference to Exhibit 10.56 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025)

Credit Agreement between Venu Holding Corporation and The Pueblo Bank and Trust Company d/b/a PB&T Bank, dated May 27, 2025, (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed on June 2, 2025)

Draw Down Term Loan Promissory Note given by Venu Holding Corporation in favor of The Pueblo Bank and Trust Company d/b/a PB&T Bank, dated May 27, 2025 (incorporated herein by reference to Exhibit 10.2 to the Company’s Form 8-K filed on June 2, 2025)

Security Agreement between Venu Holding Corporation and The Pueblo Bank and Trust Company d/b/a PB&T Bank, dated May 27, 2025 (incorporated herein by reference to Exhibit 10.3 to the Company’s Form 8-K filed on June 2, 2025)

Binding Letter of Intent between Venu Holding Corporation and Aramark Sports and Entertainment Services, LLC , dated June 9, 2025 (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed on June 10, 2025)

First Amendment to Binding Letter of Intent between Venu Holding Corporation and Aramark Sports and Entertainment Services, LLC, dated January 5, 2026 (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed on January 9, 2026)

Tixr Services Agreement between Venu Holding Corporation and Tixr, Inc., effective September 3, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 9, 2025)

Real Estate Purchase and Sale Agreement between Notes Live Real Estate, LLC, and Belmont Manor Apartments, LLC, dated November 4, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 10, 2025)

Operator Agreement between the Company and Live Nation Worldwide, Inc., dated December 10, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 12, 2025)

Promissory Note delivered by Venu 280, LLC in favor of PNC Bank, National Association

Aircraft Security Agreement, dated September 26, 2025, between Venu 280, LLC and PNC Bank, National Association

Venu Holding Corporation Code of Business Conduct and Ethics

Venu Holding Corporation Insider Trading Policy

List of Subsidiaries of Venu Holding Corporation

Consent of Grassi & Co., CPAs, P.C., independent registered public accounting firm

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Compensation Clawback Policy

Compensation Clawback Policy (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024)

following materials from Venu Holding Corporation’s Annual Form on Form 10-K for the year ended December 31, 2025, formatted

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Page Interactive Data File (embedded within the Inline XBRL document).

electronically herewith.

herein by reference to the corresponding exhibit to the Company’s Form S-1 filed on November 12, 2024 (File No.

contract or compensatory plan.

portions of this exhibit have been omitted because they are both (i) not material and (ii) would be competitively harmful if publicly

Filed electronically herewith.

Management contract or compensatory

Certain portions of this

exhibit have been omitted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed.

Form 10-K Summary

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on its behalf by the undersigned, thereunto duly authorized.

Holding Corporation

Chief Executive Officer, and Chairman

Venu Holding Corporation

March 31, 2026

Founder, Chief Executive Officer, and Chairman

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated:

Executive Officer, Chairman, and Director (Principal Executive Officer)

Chief Executive Officer, Chairman, and Director (Principal

Executive Officer)

March 31, 2026

Heather Atkinson

Financial Officer, Secretary, Treasurer, and Director (Principal Financial and Accounting Officer)

Chief Financial Officer,

Secretary, Treasurer, and Director (Principal Financial and Accounting Officer)

Heather Atkinson

Mitchell Roth

Steve Cominsky

Matt Craddock

TO CONSOLIDATED FINANCIAL STATEMENTS

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Consolidated Balance Sheets as of December 31, 2025 and 2024

Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2024 and 2023

Consolidated Statements of Operations for the years ended December 31, 2025 and 2024

Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025 and 2024

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31, 2025 AND 2024

Report of Independent Registered

Public Accounting Firm PCAOB ID:

Report of Independent Registered Public Accounting Firm PCAOB ID:

Consolidated Balance Sheets

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the Board of Directors and

Stockholders of Venu Holding Corporation and Subsidiaries

of Venu Holding Corporation and Subsidiaries

Springs, Colorado

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Operating lease right-of-use assets, net

Investments in related parties

Investment in EIGHT Brewing

Investment in related parties

Security and other deposits

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$ 370,555,035

$ 178,417,515

LIABILITIES AND STOCKHOLDERS’ EQUITY

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Deferred revenue

Convertible debt

Current portion of convertible debt

Current portion of operating lease liabilities

Current portion licensing liability

Current portion NNN firesuite liability

Current portion of long-term debt

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Long-term portion of operating lease liabilities

Long-term licensing liability

Long-term licensing liability and other liabilities

Long-term convertible debt

Long-term NNN firesuite liability

Long-term debt, net of current portion

Total liabilities

$ 171,703,684

Commitments and contingencies - See Note 16

Mezzanine Equity

Contingently Redeemable Convertible Cumulative Series B Preferred Stock, $ 0.001 par

- 1,342 authorized, 675 issued and outstanding at December 31, 2025 and 0 authorized, issued and outstanding at December 31,

Stockholders’ Equity

Class B common stock, $ 0.001 par - 1,000,000 authorized,

379,990 issued and outstanding at December 31, 2024 and 30,000,000 authorized and 1,959,445 issued and outstanding at December 31, 2023

Class C common stock, $ 0.001 par - 0 authorized and issued and

outstanding at December 31, 2024 and 50,000,000 authorized and 30,306,060 issued and outstanding at December 31, 2023

Common stock, $ 0.001 par - 144,000,000

authorized, 37,471,465 issued and outstanding at December 31, 2024 and 60,000,000 authorized at 0 issued and outstanding at December 31, 2023

Common stock, $ 0.001 par - 144,000,000 authorized, 42,860,764 issued and outstanding at December 31, 2025 and 37,471,465 issued and outstanding at December 31, 2024

Class B common stock, $ 0.001 par - 1,000,000 authorized, 304,990 issued and

outstanding at December 31, 2025 and 379,990 issued and outstanding at December 31, 2024

Common stock, value

Preferred stock, $ 0.001 par - 5,000,000 authorized, none issued or outstanding

Additional paid-in capital

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( 47,361,208 )

Stockholders'

Equity before Treasury Stock

Stockholders' Equity before Treasury Stock

$ 130,641,022

Treasury Stock, at cost - 752,435 shares at December 31, 2025 and 276,245 shares at December 31, 2024

( 7,899,600 )

( 1,500,076 )

Total Venu Holding Corporation and subsidiaries equity

$ 122,741,422

Non-controlling interest

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$ 188,726,351

$ 130,817,238

Total liabilities and stockholders’ equity

$ 370,555,035

$ 178,417,515

notes to accompanying consolidated financial statements.

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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

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

Interest expense, net

( 4,582,602 )

( 3,201,230 )

Other expense

( 2,500,006 )

Loss on sale of investments

Interest income

Total other expense, net

Total other income (expense), net

( 4,646,770 )

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$ ( 50,781,223 )

$ ( 32,948,974 )

Net loss attributable to non-controlling interests

( 6,687,501 )

( 2,609,219 )

Net loss attributable to Venu

( 44,093,722 )

( 30,339,755 )

Preferred stock dividend

Net loss attributable to common stockholders

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$ ( 30,339,755 )

Weighted average number of shares of Class A common stock, outstanding, basic and diluted

Basic and diluted net loss per share of Class A common stock

Weighted average number of shares of Class B common stock, outstanding, basic and diluted

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STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

Number of Shares

Paid In Capital

Number of Shares

Stockholders’ Equity

Class A Common Stock

Class B Common Stock

Class C Common Stock

Class D Common Stock

Treasury Stock

Total Venu Holding Corporation

Number of Shares

Accumulated Deficit

Corporation Equity

Controlling Interests

B Common Stock

C Common Stock

D Common Stock

Total Venu Holding

Paid In Capital

Number of Shares

Accumulated Deficit

Corporation Equity

Controlling Interests

Balances at December 31, 2024

$ 144,546,368

$ ( 47,361,208 )

$ ( 1,500,076 )

$ 130,817,238

Issuance of shares

Exercise of warrants

Warrants issued as debt discount with convertible debt transaction

Equity issued for services

Equity based compensation

Equity issued for interest for convertible promissory note

Equity issued for interest for convertible promissory note renewal

Acquisition of treasury stock

( 6,399,524 )

( 6,400,000 )

Shareholder contribution associated with convertible debt transaction

Conversion of convertible debt and interest to common stock

Conversion of convertible promissory note to common stock

Contingently Redeemable Convertible Cumulative Series B Preferred Stock

dividends accrued

Conversion of Common Stock Class B to Common Stock

Subsidiary issuance of shares, net of Venu purchase of Subsidiary shares

Distributions to non-controlling shareholders

( 2,876,668 )

( 44,093,722 )

( 6,687,501 )

( 50,781,223 )

Balances at December 31, 2025

$ 222,052,687

$ ( 91,454,930 )

$ ( 7,899,600 )

$ 122,741,422

$ 188,726,351

Balances at December 31, 2023

$ ( 17,021,453 )

Issuance of shares

Exercise of warrants

Warrants issued as debt discount

Equity issued for services

Equity based compensation

Equity issued for fixed asset acquisition

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( 1,500,000 )

Common shares issues through initial public offering

Shareholder contribution associated with convertible debt transaction

Common shares issued through initial public offering

Conversion of Common Stock Class B to Common Stock Class D

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( 35,776,290 )

Non-controlling interest issuance of shares

Subsidiary issuance of shares, net of Venu purchase of Subsidiary shares

Distributions to non-controlling shareholders

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$ 130,817,238

Balances at January 1, 2023

$ 144,546,368

$ ( 47,361,208 )

Issuance of shares, net of equity issuance fees

Exercise of warrants

Equity issued for services

Conversion of Common Stock Class A

Conversion of Common Stock Class B

$ ( 1,500,076 )

Equity based compensation

Non-controlling interest issuance of shares

Distributions to non-controlling shareholders

$ 130,817,238

( 10,524,473 )

( 11,386,793 )

Balances at December 31, 2023

$ ( 17,021,453 )

notes to accompanying consolidated financial statements.

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$ ( 32,948,974 )

Adjustments to reconcile net loss to net cash used in operating activities:

Equity issued for interest on convertible debt

Adjustments to reconcile net loss to net cash provided by operating activities:

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

( 6,896,983 )

Equity issued for interest on debt

Equity based compensation

Project abandonment loss

Equity issued for services

Amortization of debt discount

Non cash lease expense

Unrealized income on equity method investment

Noncash lease expense

Depreciation and amortization

Noncash financing expense

Noncash interest

Project abandonment loss

Noncash interest and debt discount

Changes in operating assets and liabilities:

Prepaid expenses and other current assets

Receivables from AEG partnership

Security deposit

( 1,695,572 )

Security and other deposits

Accounts payable

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Operating lease liabilities

Licensing liabilities

Net cash provided by (used in) operating activities

( 4,876,172 )

Licensing liability

Net cash provided by operating activities

Cash flows from investing activities

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( 72,483,650 )

Investment in EIGHT Brewing

( 1,999,999 )

Investment in related party

Proceeds from sale of 13141 BP

Proceeds from gain on sale of property - related party

Net cash acquired from acquisition of 13141 BP

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Cash flows from financing activities

Proceeds from sale of non-controlling interest equity

Distributions to non-controlling shareholders

Principal payments on long-term debt

Receipt of convertible promissory note

Receipt of short-term promissory note

Proceeds from NNN firesuite liability

Proceeds from municipality promissory note

Proceeds from issuance of Contingently Redeemable Convertible Cumulative Series B Preferred Stock

Proceeds from issuance of shares

Proceeds from exercise of warrants

Payment for personal guarantee on convertible debt

Proceeds from sale of non-controlling interest equity

Acquisition of treasury stock

( 1,500,000 )

Receipt of short-term promissory note

Proceeds from municipality promissory note

Net cash provided by financing activities

Net increase (decrease) in cash and cash equivalents

Principal payments on long-term debt

Payment of promissory note

( 2,000,000 )

Payment for personal guarantee on convertible debt

Distributions to non-controlling shareholders

( 2,876,668 )

Net cash provided by financing activities

Net increase in cash and cash equivalents

Cash and cash equivalents, beginning

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Cash paid for interest

Property acquired via mortgage

Property acquired via short-term promissory note

Property acquired via convertible debt

Cash paid for income taxes

Property acquired via promissory note

Right-of-Use Assets obtained in exchange for operating lease liabilities

Conversion of convertible debt and interest to common equity

Debt discounts - warrants

Equity issued for origination fee

Debt discount - suite granted to lender

Accrued preferred stock dividends

Acquisition of treasury stock from sale of property - related party

Property acquired via convertible debt

Property acquired via short-term promissory note

Land returned in exchange for termination of promissory note payable

Right of Use Assets obtained in exchange for operating lease liabilities

Debt discount - suite granted to lender

Equity issued for origination fee

notes to accompanying consolidated financial statements.

VENU HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED

DECEMBER 31, 2024 AND 2023

HOLDING CORPORATION AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED

31, 2025 AND 2024

1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

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The Company and its subsidiaries operate within the United States of America.

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

Company’s subsidiaries and its interests in each are presented below as of December 31, 2024:

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

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

SCHEDULE OF COMPANY’S SUBSIDIARIES AND ITS INTERESTS

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Place of Incorporation

Venu Holding Corporation (f/k/a Notes Live, Inc.) (Parent)

Bourbon Brothers Holding Company, LLC (“BBH”)

Bourbon Brothers Holdings LLC (“BBH”)

Bourbon Brothers Smokehouse and Tavern CS, LLC (“BBST”)

Bourbon Brothers Presents, LLC d/b/a Boot Barn Hall (“BBP”)

Bourbon Brothers Presents, LLC d/b/a Phil Long Music Hall (“BBP”) *

Bourbon Brothers Smokehouse and Tavern GA, LLC (“BBSTGA”)

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Hospitality Income & Asset, LLC (“HIA”) *

Sunset on the Stones River, LLC (“Stones”)

Bourbon Brothers Licensing, LLC (“BBL”)

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Notes Live Real Estate, LLC (“NotesRE”)

Roth’s Seafood and Chophouse, LLC (“Roth”)

Roth’s Sea & Steak, LLC (“Roth Sea”)

Sunset Operations, LLC (“SunsetOps”)

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Polaris Pointe Parking, LLC (“PPP”)

Venu Income, LLC (“Income”) *

Venu VIP Rides, LLC (“Rides”) *

Notes CS I DST, LLC (“Trust”) *

Notes CS I, DST (“Trust”) *

Notes CS I Holdings, LLC (“Holdings LLC”)

Notes CS I ST, LLC (“Signatory”)

Venu LuxeSuite Holdings, LLC (“Luxe”)

Venu 280, LLC (“Artist 280”)*

Venu Presents LLC (“Venu Presents”)

Sunset at Houston in Webster, LLC (“Sunset Houston”) *

Hall at Centennial LLC (“Centennial”) *

* These entities are

considered majority-owned subsidiaries or variable interest entities and consolidated into the Venu Holding Corporation consolidated

VENU HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED

DECEMBER 31, 2024 AND 2023

HOLDING CORPORATION AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED

31, 2025 AND 2024

1 – ORGANIZATION AND DESCRIPTION OF BUSINESS (Continued)

Company’s subsidiaries and its interests as presented below as of December 31, 2023:

Name of Entity

Place of Incorporation

Notes Live, Inc.

Bourbon Brothers Holding Company, LLC (“BBH”)

Bourbon Brothers Smokehouse and Tavern CS, LLC (“BBST”)

Bourbon Brothers Presents, LLC d/b/a Boot Barn Hall (“BBP”)

Bourbon Brothers Smokehouse and Tavern GA, LLC (“BBSTGA”)

Bourbon Brothers Presents GA, LLC (“BBPGA”)

Bourbon Brothers Media, LLC (“BBM”)

Notes Holding Company, LLC (“NH”)

13141 Notes, LLC d/b/a Notes (“Notes”)

Sunset Amphitheater, LLC (“Sunset”) *

Hospitality Income & Asset, LLC (“HIA”) *

Sunset on the Stones River, LLC (“Stones”)

Bourbon Brothers Licensing, LLC (“BBL”)

GA HIA, LLC (“GAHIA”) *

Notes Live Real Estate and Development, LLC (“NotesRE”)

Roth’s Seafood and Chophouse, LLC (“Roth”)

Sunset Operations, LLC (“SunsetOps”)

Sunset Hospitality Collection, LLC (“SHC”) *

Notes Hospitality Collection, LLC (“NHC”)

Sunset at Broken Arrow, LLC (“BA”) *

Sunset at Mustang Creek, LLC (“MC) *

Polaris Pointe Parking, LLC (“PPP”)

* These entities are

considered majority-owned subsidiaries or variable interest entities and consolidated into the Venu Holding Corporation consolidated

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

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footnote for further details of this acquisition).

Brothers Presents, LLC d/b/a Boot Barn Hall (“BBP”) specializes in producing music concerts as well as other types of live

entertainment, including comedy acts and speaking engagements.

Additionally, BBP utilizes the Boot Barn Hall event venue (“event

venue”) to host corporate events and weddings, among other utilizations of the facility.

BBP is the sole owner and operator of

the Boot Barn Hall event venue facility.

The Boot Barn Hall event venue building is leased from HIA, a related party (refer to Note 4

Brothers Presents, LLC d/b/a Phil Long Music Hall (“BBP”) specializes in producing music concerts as well as other types of

live entertainment, including comedy acts and speaking engagements.

Additionally, BBP utilizes the event venue (“event venue”)

to host corporate events and weddings, among other utilizations of the facility.

BBP is the sole owner and operator of the Phil Long

Music Hall event venue facility.

The Phil Long Music Hall event venue building is leased from HIA, a related party (refer to Note 5 –

Leases footnote for further details).

The Company owns 89 % of this majority-owned subsidiary and 100 % of its voting control and

consolidates it into its financials.

VENU HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED

DECEMBER 31, 2024 AND 2023

1 – ORGANIZATION AND DESCRIPTION OF BUSINESS (Continued)

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

The BBSTGA restaurant

building is leased from a related party entity (refer to Note 5 – Leases footnote for further details).

The Company owns 89 % of this majority-owned subsidiary and 100 % of its voting control and consolidates

it into its financials.

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

Brothers Presents GA, LLC (“BBPGA”) is the Company’s concert and event venue in Gainesville, Georgia, specializing in

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this concert and event venue facility is utilized to host corporate events and weddings.

BBPGA is the sole owner and operator of this

This facility is leased from a related party entity (refer to Note 7 – Related Party Transactions footnote for further

Brothers Media, LLC (“BBM”) is a digital media-focused entertainment company.

BBM closed in 2023.

BBPGA is the sole owner and operator of the

facility operations.

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

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Notes, LLC (“Notes”) is the restaurant operating entity, managing the Notes Eatery (formally known as Buttermilk Eatery,

LLC which changed its name on August 8, 2022), located in Colorado Springs, Colorado, which opened in June 2020.

LLC which changed its name on August 8, 2022), located in Colorado Springs, Colorado, which opened in June 2020 and closed on July 18,

BP, LLC (“13141 BP”) was acquired by the Company on June 26, 2024.

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13141 BP’s members.

13141 BP owns the land and buildings from which Notes currently uses under an existing lease arrangement.

transaction is treated as an asset acquisition and accounted for under ASC 805, Business Combinations.

Under this methodology

the purchase price is allocated to the acquired asset based on their proportionate fair values.

The Company purchased these units of

13141 BP for a total purchase price of $ 2,761,000 using equity.

Under the terms of the purchase agreement, the Company issued 276,100

shares of common stock.

The Company owns 100 % of this subsidiary and 100 % of its voting control and consolidates it into its financials.

13141 BP owned the land and buildings from which Notes used under an existing lease arrangement.

owned 100 % of this subsidiary and 100 % of its voting control until 13141 BP’s sale of the land and building to a 3 rd

party on July 18, 2025, at which time the Company determined the disposed component does not meet discontinued-operations criteria, its

financial impacts are reported within the normal results of continuing operations (and not segregated below income from continuing ops).

Amphitheater, LLC (“Sunset”) is a hospitality-focused music venue located in Colorado Springs.

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control and consolidates it into its financials.

on the Stones River, LLC (“Stones”) was planned to be a fully integrated Notes Live entertainment complex in Murfreesboro,

Tennessee (the “City”).

The Company does not plan to move forward with this location.

Its agreement with the City was terminated

on August 26, 2024.

The Company expensed the development costs to date in 2024 for $ 305,497 included in operating expenses for the year

ended December 31, 2024.

HIA, LLC (“GAHIA”) is the Colorado-based entity that holds the Company’s Georgia based operations.

The Company owns 16 %

of this variable interest entity and 100 % of its voting control and consolidates it into its financials.

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

Seafood and Chophouse, LLC (“Roth Seafood”) is a restaurant adjacent to Ford Amphitheater.

This location is slated to open

when construction is completed which is anticipated in May 2025.

VENU HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED

DECEMBER 31, 2024 AND 2023

HIA, LLC (“GAHIA”) owns the land and buildings for which both BBSTGA and BBPGA currently use from existing lease arrangements.

GAHIA is the Colorado-based entity that holds the Company’s Georgia based operations.

The Company owns 15 % of this variable interest

entity and 100 % of its voting control and consolidates it into its financials.

HOLDING CORPORATION AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED

31, 2025 AND 2024

1 – ORGANIZATION AND DESCRIPTION OF BUSINESS (Continued)

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

Sea & Steak LLC (f/k/a (Roth’s Seafood and Chophouse, LLC) (“Roth Sea”) is a restaurant adjacent to Ford Amphitheater

which opened to the public on November 8, 2025.

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

Hospitality Collection, LLC (“SHC”) is the entity that owns the venue that includes Roth’s Sea and NHC which opened

to the public in early November 2025.

The Company owns 54 % of this majority-owned subsidiary and 100 % of its voting control and consolidates

it into its financials.

Hospitality Collection, LLC (“NHC”) is the operating entity that manages the venue rentals and 1,200 additional seating which

can be utilized to view the concerts and shows at Ford Amphitheater and is slated to open when

is completed which is anticipated in May 2025.

Hospitality Collection, LLC (“SHC”) is the entity that owns the venue that includes Roth Seafood and NHC which are currently

under construction.

The Company owns 47 % of this majority-owned subsidiary and 100 % of its voting control and consolidates it into its

at Broken Arrow, LLC (“Sunset BA”) is a hospitality-focused music venue located in Broken Arrow, OK and has not yet begun construction.

The Company owns 74 % of this majority-owned subsidiary and 100 % of its voting control and consolidates it into its financials.

at Mustang Creek, LLC (“Sunset MC”) is a hospitality-focused music venue located in Mustang Creek, OK and has not yet begun

construction.

can be utilized to view the concerts and shows at Ford Amphitheater and opened to the public in early November 2025.

at Broken Arrow, LLC (“Sunset BA”) is a hospitality-focused music venue located in Broken Arrow, OK and officially broke ground

in October 2025.

The Company owns 54 % of this majority-owned subsidiary and 100 % of its voting control and consolidates it into its financials.

at McKinney, LLC (“Sunset MC”) is a hospitality-focused music venue located in McKinney, TX and has not yet begun construction.

at Mustang Creek, LLC (“Sunset MC”) was planned to be a hospitality-focused music venue located in Mustang Creek, OK.

does not plan to move forward with operations in this municipality.

at McKinney, LLC (“Sunset MC”) is a hospitality-focused music venue located in McKinney, TX and officially broke ground in

The Company owns 68 % of this majority-owned subsidiary and 100 % of its voting control and consolidates it into its financials.

Operations at McKinney, LLC (“McKinneyOps”) is the operating entity that manages the Sunset amphitheater in McKinney, TX

operations and is slated to open when construction is completed which is anticipated in 2026.

at El Paso, LLC (“Sunset EP”) is a hospitality-focused music venue located in El Paso, TX and has not yet begun construction.

at El Paso, LLC (“Sunset EP”) is a hospitality-focused music venue located in El Paso, TX and officially broke ground in November

The Company owns 98 % of this majority-owned subsidiary and 100 % of its voting control and consolidates it into its financials.

Operations at El Paso, LLC (“EPOps”) is the operating entity that manages the Sunset Amphitheater in El Paso, TX operations

and is slated to open when construction is completed which is anticipated in 2026.

Pointe Parking, LLC (“PPP”) owns the land for parking at Sunset Ops.

and is slated to open when construction is completed which is anticipated in Fall 2027.

Pointe Parking, LLC (“PPP”) owned the land for parking at Sunset Ops.

On October 27, 2025, this property was conveyed to

a related-party as part of a purchase and sale agreement (refer to Note 10– Equity footnote for further details).

VIP Rides, LLC (“Rides”) is an entity that provides transportation services to Venu’s employees and shareholders.

Company owns 50 % of the subsidiary and 100 % of its voting control and consolidates it into its financials.

HOLDING CORPORATION AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED

31, 2025 AND 2024

1 – ORGANIZATION AND DESCRIPTION OF BUSINESS (Continued)

CS I, DST (“DST”) is an entity that owns the land that Sunset Amphitheater, LLC has its improvements on for the Ford Amphitheater.

On August 22, 2024 NLRE conveyed the 9.41 acres of real property upon which the Ford Amphitheater is located to Notes CS I Holdings,

On August 22, 2024 Notes RE conveyed the 9.41 acres of real property upon which the Ford Amphitheater is located to Notes CS I Holdings,

LLC, a wholly owned subsidiary of Venu (“ Holdings LLC ”), and Holdings LLC conveyed that property to Notes CS I, DST,

1 unchanged sentence

The signatory

trustee for the Trust is Notes CS I ST, LLC (the “Signatory”), 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.

As of December 31, 2024, the Trust sold a beneficial interest to third party for $ 130,282 but in no event is it expected that Holdings

LLC would cease to hold a beneficial interest in the Trust.

VENU HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED

DECEMBER 31, 2024 AND 2023

trustee for the Trust is Notes CS I ST, LLC, a wholly owned subsidiary of Venu.

Beneficial owners have no voting rights with respect

to the affairs of the Trust and do not have legal title to any portion of the property held by the Trust.

Instead, the signatory trustee

has the sole power and authority to manage the activities and affairs of the Trust, including the power and authority to sell the property

and the Trust holds legal title to the property.

Under the documents governing the Trust, beneficial interest holders are entitled to

distributions on a pro rata basis of the base rent payments made to the Trust from the ground tenant.

Holdings, LLC has sold beneficial

interests to third parties but in no event is it expected that Holdings LLC would cease to hold a beneficial interest in the Trust.

LuxeSuite Holdings, LLC (“Luxe”) is an entity that provides real estate investment opportunities for NNN investors into the

Company’s Luxe FireSuites under a triple net lease structure.

The Company owns 100 % of this subsidiary and 100 % of its voting control

and consolidates it into its financials.

280, LLC d/b/a Artist 280 (“Artist 280”) is an entity created, in part, to provide

private air and travel services to artists who perform at certain Company venues .

The Company owns 100 % of this majority-owned

subsidiary and 100 % of its voting control and consolidates it into its financials.

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

at Houston in Webster, LLC (“Sunset Houston”) is a hospitality-focused music venue located in Houston, TX and is slated to

open when construction is completed which is anticipated in 2027.

The Company owns 98 % of this majority-owned subsidiary and 100 % of

its voting control and consolidates it into its financials.

at Centennial, LLC (“Hall at Centennial”) owns the land and buildings for which both BBSTCentennial and BBPCentennial will

use from existing lease arrangements.

Hall at Centennial is the Colorado-based entity that holds the Company’s Centennial, CO-based

The Company owns 93 % of this variable interest entity and 100 % of its voting control and consolidates it into its financials.

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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from these estimates.

HOLDING CORPORATION AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED

31, 2025 AND 2024

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

estimates made by management include, but are not limited to:

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combinations;

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

initial measurement (and any subsequent remeasurement) of operating right-of-use assets and lease liabilities, including

the discount rate used in the present value calculation of future payments, and estimates of fair value used in the private stock valuations

used for equity based compensation of warrants and stock options.

and Capital Resources

Company has devoted substantially all of its efforts to developing its business plan, raising capital, and opening and operating its

restaurants and event venues in Colorado, Georgia, Oklahoma and Texas.

The accompanying consolidated financial statements have been prepared

on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments

in the normal course of business.

Company has devoted substantially all of its efforts to developing its business plan, raising capital, opening, planning and operating

its restaurants and event venues in Colorado, Georgia, Oklahoma and Texas.

The accompanying consolidated financial statements have been

prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and

commitments in the normal course of business.

accompanying consolidated financial statements do not reflect any adjustments that might result if the Company is unable to continue

as a going concern.

As of the issuance of these financials, management has concluded there is not a substantial doubt about the

Company’s ability to continue as a going concern for a reasonable period of time.

As of the issuance of these financials, management has concluded that substantial doubt about the Company’s

ability to continue as a going concern for the next twelve months has been alleviated.

Company had an accumulated deficit of $ 91,454,930 and $ 47,361,208 as of December 31, 2025 and 2024, respectively, and incurred net losses

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about the Company’s ability to continue as a going concern;

however, based on management’s plan, as described below, such

substantial doubt has been alleviated.

The Company believes that cash on hand, and 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 2025 will allow the Company to continue its business operations, as well as additional capital raising and debt financing in 2025,

will allow the Company to continue its business operations.

There is no guarantee that we will be able to execute on these plans as laid

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.

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.

VENU HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED

DECEMBER 31, 2024 AND 2023

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

however, based on management’s plan to add additional venue locations

and continue its business operations, Venu believes that such substantial doubt has been alleviated.

The Company believes that cash on

hand, anticipated improved profitability in 2026 from operating venues and restaurants in Colorado Springs, Colorado and Gainesville,

Georgia, the full season of operations of Ford Amphitheater in 2026, including Roth’s Sea & Steak and Brohan’s, opening

of Sunset at Broken Arrow in fall 2026, and additional capital raising and debt financing in 2025 and potentially in 2026, including

the issuance of Series B Preferred Shares in January 2026 and public offering completed in March 2026, will altogether allow the Company

to continue its business operations for at least 12 months from the date of this Annual Report.

Nonetheless, the Company’s continued

implementation of its business plan to add additional locations is dependent on its future engagement in strategic locations, real estate

transactions, capital raising, and debt financing.

There is no guarantee that the Company will be able to execute on these plans as laid

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.

of Consolidation

The accompanying consolidated financial

statements include the accounts of the Company and its wholly owned, majority-owned subsidiaries and variable interest entities.

those entities that aren’t wholly owned by Company,

the Company assesses the voting and management control to confirm the Company is the primary beneficiary of the majority-owned

subsidiaries and variable interest entities.

All intercompany accounts and transactions have been eliminated upon consolidation.

“Organization” and “Non-controlling Interest” for further discussions of the entities that are

majority-owned subsidiaries and variable interest entities.

Investments for which the Company exercises significant influence but

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

See “Investments in related parties” for further

accompanying consolidated financial statements include the accounts of the Company and its wholly owned, majority-owned subsidiaries

and variable interest entities.

For those entities that aren’t wholly owned by Company, the Company assesses the voting and management

control to confirm the Company is the primary beneficiary of the majority-owned subsidiaries and variable interest entities.

All intercompany

accounts and transactions have been eliminated upon consolidation.

See “Organization” and “Non-controlling Interest”

for further discussions of the entities that are majority-owned subsidiaries and variable interest entities.

Investments for which the

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

See “Investments in

related parties” for further discussion.

HOLDING CORPORATION AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED

31, 2025 AND 2024

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Value Measurements

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of the fair value hierarchy are as follows:

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

2 – fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable

for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices);

3 – fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are

not based on observable market data (unobservable inputs).

carrying values of cash, payables and accrued liabilities approximate their fair values because of the short-term nature of these financial

Balances due to and due from related parties do not have specific repayment dates and are payable on demand, thus are also

considered current and short-term in nature, hence carrying value approximates fair value and are included in current assets or liabilities.

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

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

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

carrying values of cash and cash equivalents, inventories, prepaid expenses and other current assets, payables and accrued liabilities

approximate their fair values because of the short-term nature of these financial instruments.

Balances due to and due from related parties

do not have specific repayment dates and are payable on demand, thus are also considered current and short-term in nature, hence carrying

value approximates fair value and are included in current assets or liabilities.

and Cash Equivalents

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market accounts managed by third-party financial institutions.

As of December 31, 2024, the Company had $ 15,241,184 of cash equivalents

in the form of money market accounts that earned interest income of $ 705,729 .

In 2023, the Company did not have any cash equivalents.

Cash balances and cash equivalents may exceed federally insured limits.

As of December 31, 2025, the Company had $ 23,095,342 of cash and cash

equivalents in the form of money market accounts that earned interest income of $ 198,576 for the year ended December 31, 2025.

December 31, 2024, the Company had $ 15,241,184 of cash and cash equivalents in the form of money market accounts that earned interest

income of $ 705,729 for the year ended December 31, 2024.

Cash and cash equivalents may exceed federally insured limits.

consisting principally of food, beverages and supplies, are stated at the lower of cost (determined by the first-in, first-out method)

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Company currently accounts for certain investments using a practical expedient to measure these investments that do not have a readily

determinable fair value in accordance with Accounting Standards Codification (“ASC”) 321,

- Equity Securities ;

determinable fair value in accordance with Accounting Standards Codification (“ASC”) 321, Investments - Equity Securities ;

ASC 325, Investments – Other ;

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and ASC 820, Fair Value Measurement .

The investments are initially recognized at cost.

Any income or loss from these investments are recognized on the consolidated statements

of operations, net of operating expenses.

The carrying value of the Company’s investments are assessed for indicators or impairment

at each balance sheet date.

Under this method of accounting, the investment is derecognized once the Company’s interest in the

investment is sold or impaired.

Upon sale, any proportionate gain or loss is recognized in the consolidated statement of operations as

other income.

VENU HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED

DECEMBER 31, 2024 AND 2023

The investments

are initially recognized at cost.

Any income or loss from these investments are recognized on the Consolidated Statements of Operations,

net of operating expenses.

The carrying value of the Company’s investments are assessed for indicators or impairment at each balance

Under this method of accounting, the investment is derecognized once the Company’s interest in the investment is sold

Upon sale, any proportionate gain or loss is recognized in the Consolidated Statements of Operations as other income.

Note 7 – Investments in Related Parties and Note 8 – Related Party Transactions for further discussion.

HOLDING CORPORATION AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED

31, 2025 AND 2024

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Company had one investment during 2023, until it disposed of it on December 31, 2023, that it accounted for using the equity method as

described in ASC 323, Investments – Equity

Method and Joint Ventures where the investment was

recorded as an asset on the balance sheet at its initial cost.

This investment was adjusted each reporting period by the Company through

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

See Note 6 – Investments in Related Parties

and Note 7 – Related Party Transactions for further discussion.

and Equipment

5 unchanged sentences

Leasehold improvements

of lease term or useful life

Furniture, fixtures and

and equipment costs directly associated with the acquisition, development and construction of a restaurant are capitalized.

for major improvements and betterments are capitalized while expenditures for maintenance and repairs are expensed as incurred.

retirement or disposal of assets, the accounts are relieved of cost and accumulated depreciation and amortization and the related gain

or loss are reflected in earnings.

Shorter of lease term or useful life

Furniture, fixtures and equipment

Up to 40 years

and equipment costs directly associated with the acquisition, development and construction of operating venues and restaurants are capitalized.

Expenditures for major improvements and betterments are capitalized while expenditures for maintenance and repairs are expensed as incurred.

Upon retirement or disposal of assets, the accounts are relieved of cost and accumulated depreciation and amortization and the related

gain or loss is reflected in earnings.

Capitalization

of Interest Costs of Real Estate Projects

Company acquires real estate for the construction and development of future venues.

Interest costs incurred over the period in which

the construction and development of the venue is substantially complete are recorded as part of the historical cost of the real estate

asset and depreciated under the same method as property and equipment.

The Company capitalized $ 212,247 and $ 0 of interest costs during the years ended December 31, 2025 and 2024, respectively.

assets with a finite life are recorded at cost and are amortized on a straight-line basis over estimated useful lives.

6 unchanged sentences

Assessment of Long-Lived Assets

assets are tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable.

assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amount may not be recoverable.

An evaluation for impairment is performed at the lowest level of identifiable cash flows.

1 unchanged sentence

equal to the excess of the carrying value over the estimated fair value.

No impairment loss was recognized during the periods ending

December 31, 2024 and 2023.

No impairment loss was recognized during the years ended December

31, 2025 and 2024.

for Uncollectible Accounts

“Recently Issued and Adopted Accounting Pronouncements” herein for additional information on the adoption of ASU 2025-05 and

the practical expedient related to credit losses.

Company’s customers include attendees of concerts, shows and events (collectively “event centers”), restaurant diners

and sponsors.

The collection of payments for event centers and restaurants is handled at point of sale.

Sponsors sign a contract that

commits them to sponsorship payments over the contract term.

Based on historical collection experience and other factors, the Company

has determined that a provision for uncollectible accounts is not necessary.

Circumstances that could affect this estimate include, but

are not limited to, customer credit issues and general economic conditions.

The Company writes off customer accounts when they are deemed

to be uncollectible, which have historically been infrequent.

The Company has elected the practical expedient to assume that current

conditions as of the balance sheet date will remain unchanged for the remaining life of the receivables when estimating expected credit

For all periods presented, there were no uncollectible accounts.

HOLDING CORPORATION AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED

31, 2025 AND 2024

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) ASC 606, Revenue from Contracts

6 unchanged sentences

the event, concert or show occurs.

VENU HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED

DECEMBER 31, 2024 AND 2023

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

collected in advance of the event are recorded as deferred revenue until the event occurs.

Amounts collected from sponsorship agreements,

which are not related to a single event, are classified as deferred revenue and recognized over the term of the agreements as the benefits

are provided to the sponsors.

As of December 31, 2024, 2023 and 2022, deferred revenue totaled $ 1,528,159 , $ 764,081 and $ 127,291 , respectively.

There are no refunds or allowance

for refunds in accordance with the Company’s reservation policies, which do not allow for, except in limited circumstances.

Amounts collected in advance of the event are recorded as deferred revenue until the event occurs.

Amounts collected from sponsorship agreements, which are not related to a single event, are classified as deferred revenue and recognized

over the term of the agreements as the benefits are provided to the sponsors.

31, 2025 and 2024, deferred revenue totaled $ 1,542,564 and $ 1,528,159 , respectively.

There are no refunds or allowance for refunds in

accordance with the Company’s reservation policies, which do not allow for, except in limited circumstances.

Company accounts for the licensing of its hospitality fire pit suites of NHC and its owners club memberships for Sunset at Broken Arrow

and Sunset at McKinney as long-term licensing liability.

The deposits range from $ 50,000 to $ 100,000 and fully prepaid licenses of $ 100,000

to $ 200,000 are recognized in this account.

The amortization of these liabilities started to be recognized in June 2025 when NHC fully

opened its suites in Colorado Springs, Colorado.

For the year ended December 31, 2025, the Company recognized rental income totaling

$ 130,278 from prepaid licenses.

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;

Within the Company’s Amphitheater Operations, its pre-sells naming rights to its amphitheater by partnering with industry-leading

brands under naming-rights agreements.

The Company generates net profits that are split with AEG through:

(i) ticket sales, fees and

rebates on tickets for concerts and events held at Ford Amphitheater;

(ii) parking fees;

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

personal events;

(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.

As of December 31, 2024, the Company had a receivable of $ 193,766 , with no allowance

for credit losses on the receivable as the Company has started to collect a portion of this balance subsequent to the period-end.

and (v) sponsorship sales, which allow brands

to advertise at the Company’s venue by showcasing their names and logos on a variety of sponsorship inventory curated for the venue

and at each event the Company promotes and hosts, all of which are offset by operating expenses, artist expenses, supplies, security,

utilities, insurance, overhead, etc.

within the Company’s net amphitheater revenue recognition from AEG.

As of December 31, 2025

and 2024, the Company had a net receivable of $ 225,822 and $ 193,766 , respectively, with no allowance for credit losses as the Company

believes the balance is fully collectible.

January 1, 2025, the Company entered into a Multi-Event Incentive Agreement with Live Nation Worldwide, Inc.

(“Live Nation”)

in connection with the amphitheater being developed in Broken Arrow, Oklahoma (“Sunset at Broken Arrow”).

The Agreement provides

incentives to Live Nation to book and promote live music concerts, comedy events and other mutually approved entertainment events at

the Sunset at Broken Arrow.

The incentive payment is based on the number of tickets sold at each event during each contract year, which

is based on a tiered chart with varying incentive payments per ticket sold depending on the range of total tickets sold per contract

A bonus payment will be paid to Live Nation for one dollar for each ticket sold at each event where the gross revenue of ticket

sales for an event equal to or is greater than $ 650,000 .

The incentive and bonus payments payable to Live Nation will begin when the

first event is held at the Sunset at Broken Arrow, which is anticipated to open in Fall 2026.

December 10, 2025, the Company entered into an Operator Agreement with Live Nation Worldwide, Inc.

(“Live Nation”) to lease

the premises on which the amphitheater is being developed in McKinney, Texas (“Sunset at McKinney).

The Operator Agreement provides

for a revenue-sharing arrangement whereby Live Nation will pay the Company a percentage of the net profits generated from Live Nation’s

events at the Sunset McKinney, after deducting applicable event-related expenses and other costs and expenses chargeable to the parties’

co-promotion of events.

The Agreement also names Live Nation as the exclusive third-party booking agency for all events held at the Sunset

The Agreement may be terminated without penalty if certain conditions are not satisfied or may otherwise be terminated upon

an uncured event of default.

HOLDING CORPORATION AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED

31, 2025 AND 2024

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Company accounts for its leases in accordance with ASC 842, Leases .

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likely to be exercised, at the rate implicit in the lease.

Lease liabilities

increased by the principal amount due and reduced by payments each period, and the right-of-use asset is amortized over the lease term.

For operating leases, interest on the lease liability and the amortization of the right-of-use asset result in straight-line rent expense

over the lease term.

calculating the right-of-use asset and lease liability, the Company elects to combine lease and non-lease components as permitted under

The Company excludes short-term leases having initial terms of 12 months or less as an accounting policy election and expenses

payments on these short-term leases as they are made.

Lease liabilities are increased by the principal amount due and reduced by

payments each period, and the right-of-use asset is amortized over the lease term.

For operating leases, interest on the lease liability

and the amortization of the right-of-use asset result in straight-line rent expense over the lease term.

In calculating the right-of-use

asset and lease liability, the Company elects to combine lease and non-lease components as permitted under ASC 842.

The Company excludes

short-term leases having initial terms of 12 months or less as an accounting policy election and expenses payments on these short-term

leases as they are made.

Licensing Liability

Company accounts for the licensing of its hospitality fire pit suites of Notes Hospitality Collection and its owners club memberships

for Sunset at Broken Arrow and Sunset at McKinney as a long-term licensing liability.

The deposits range from $ 50,000 to $ 100,000 and

fully prepaid licenses of $ 100,000 to $ 200,000 are recognized in this account.

The amortization of these liabilities will start to be

recognized when NHC in Colorado Springs opens its suites fully after construction is expected to be completed by June 2025 and with Sunset

at Broken Arrow in late 2025 to early 2026 and Sunset at McKinney in mid 2026.

Company accounts for the licensing of its hospitality fire pit suites of NHC and its owners club memberships for Sunset at Broken Arrow

and Sunset at McKinney as long-term licensing liability.

The deposits range from $ 50,000 to $ 100,000 and fully prepaid licenses of $ 100,000

to $ 200,000 are recognized in this account.

The amortization of these liabilities started to be recognized in June 2025 when NHC fully

opened its suites in Colorado Springs, Colorado and is expected to begin amortization for Sunset at Broken Arrow in Fall 2026 and Sunset

at McKinney in Q1 2027 when these venues are slated to open.

costs are expensed as incurred and included in operating expenses in the accompanying Consolidated Statements of Operations.

1 unchanged sentence

expenses were approximately $ 6,102,505 and $ 3,568,704 for the years ended December 31, 2025 and 2024, respectively.

expenditures associated with opening a new restaurant, event center, or amphitheater are expensed as incurred.

These costs consist of

expenses incurred before the opening of a new location and include occupancy, labor, travel, training, food, beverage, marketing and

other initial supplies and expenses.

These costs are included in general and administrative expenses reported in our Consolidated Statements

of Operations.

Issuance Costs

1 unchanged sentence

over the term of the related debt.

Amortization of debt issuance costs of $ 2,917,989 and $ 4,544 for

the years ended December 31, 2024 and 2023, are included in interest expense in the accompanying consolidated statements of operations.

VENU HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED

DECEMBER 31, 2024 AND 2023

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Amortization of debt issuance costs of $ 916,681 and $ 2,917,989 for years ended December 31, 2025 and

2024, respectively, are included in interest expense in the accompanying Consolidated Statements of Operations.

Based Compensation

Company recognizes equity-based compensation expense based on the fair value of the warrants or shares at the time of the grant or issuance.

Share-based compensation includes warrants and stock grants issued to the Company’s employees.

These may vest immediately

or vest evenly up to three to five years.

Company recognizes equity-based compensation expense based on the fair value of the warrants or stock options at the time of the grant

Share-based compensation includes warrants and stock options issued to the Company’s employees.

These may vest

immediately or vest evenly up to five years.

The exercise price of a warrant or stock option is the fair value of the Company’s

stock price on the grant date.

HOLDING CORPORATION AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED

31, 2025 AND 2024

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Issuance Costs

3 unchanged sentences

closing of the respective stock placement.

Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s

specific terms and applicable authoritative guidance.

The assessment considers whether the warrants are freestanding financial instruments,

meet the definition of a liability, and whether the warrants meet all the requirements for equity classification, including whether the

warrants are indexed to the Company’s own stock and whether the warrant holders could potentially require “net cash settlement”

in a circumstance outside of the Company’s control, among other conditions for equity classification.

This assessment, which requires

the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent balance sheet date while the

warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required

to be recorded as a component of stockholders’ equity at the time of issuance.

Options and Warrants

Company accounts for stock options and warrants as either equity-classified or liability-classified instruments based on an assessment

of the stock options’ and warrant’s specific terms and applicable authoritative guidance.

The assessment considers whether

the stock options and warrants are freestanding financial instruments, meet the definition of a liability, and whether the warrants meet

all the requirements for equity classification, including whether the stock options and warrants are indexed to the Company’s own

stock and whether the stock options and warrant holders could potentially require “net cash settlement” in a circumstance

outside of the Company’s control, among other conditions for equity classification.

This assessment, which requires the use of

professional judgment, is conducted at the time of the stock option and warrant issuance and as of each subsequent balance sheet date

while the warrants are outstanding.

For issued or modified stock options and warrants that meet all of the criteria for equity classification,

the stock options and warrants are required to be recorded as a component of stockholders’ equity at the time of issuance.

Company is subject to federal and state income taxes.

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is considered.

If the Company determines it will be able to realize the deferred tax assets for which a valuation allowance had been

recorded, then it will adjust the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

evaluates the tax positions taken on income tax returns that remain open and positions expected to be taken on the current year tax returns

to identify uncertain tax positions.

If the Company determines it will be able to realize the deferred

assets for which a valuation allowance had been recorded, then it will adjust the deferred tax asset valuation allowance, which would

reduce the provision for income taxes.

The Company evaluates the tax positions taken on income tax returns that remain open and positions

expected to be taken on the current year tax returns to identify uncertain tax positions.

tax benefits on uncertain tax positions are recorded on the basis of a two-step process in which (1) an assessment is made as to whether

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Interest and penalties related to unrecognized tax benefits are recorded in income tax benefit.

VENU HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED

DECEMBER 31, 2024 AND 2023

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Company is a C corporation (“C Corp”), however, the Company’s subsidiaries are limited liability companies (“LLCs”),

Company is a C corporation (“C Corp”), however, the Company’s subsidiaries are limited liability companies (“LLC’s”),

that have elected to be taxed as partnerships.

As an LLC, management believes that these companies are not subject to income taxes,

and such taxes are the responsibility of the respective members.

The subsidiary LLCs are still in place, with the parent company

As an LLC, management believes that these companies are not subject to income taxes, and

such taxes are the responsibility of the respective members.

The subsidiaries’ LLCs are still in place, with the parent Company

filing as a corporation.

HOLDING CORPORATION AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED

31, 2025 AND 2024

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Non-controlling

8 unchanged sentences

in the Consolidated Statements of Operations as part of consolidated net income (loss) and deducted from total consolidated net income

(loss) to arrive at the net income (loss) attributable to the Company.

The Company has evaluated

its investments in its consolidated entities in order to determine if they qualify as variable interest entities (“ VIEs ”).

(loss) to arrive at the consolidated net income (loss) attributable to the Company.

has evaluated its investments in its consolidated entities in order to determine if they qualify as variable interest entities (“ VIEs ”).

The Company is the entity that holds the majority, and only, voting interests and is also the primary beneficiary of the VIEs.

24 unchanged sentences

the VIEs’ assets can be used for purposes other than settlement of the VIE’s obligations.

he carrying value of the NCI should

be adjusted to reflect the change in the Company’s ownership interest in the subsidiary, and differences between the fair value

of the consideration received and the amount by which the NCI is adjusted should be recognized in equity attributable to the Company.

This may be shown as NCI and as additional paid in capital to the Company when combined agree to the non-controlling issuance of shares

as shown in the Consolidated Statement of Change in Stockholders’ Equity.

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

are remeasured with the gain or loss reported to net earnings.

These may be majority-owned subsidiaries or variable interest entities

that the Company has 100 % voting control of.

VENU HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED

DECEMBER 31, 2024 AND 2023

carrying value of the NCI should be adjusted to reflect the change in the Company’s ownership interest in the subsidiary, and differences

between the fair value of the consideration received and the amount by which the NCI is adjusted should be recognized in equity attributable

to the Company.

This may be shown as NCI and as additional paid in capital to the Company when combined agree to the subsidiary issuance

of shares as shown in the Consolidated Statements of Change in Stockholders’ Equity.

If a change in ownership of a consolidated

subsidiary results in a loss of control or deconsolidation, any retained ownership interests are remeasured with the gain or loss reported

to net earnings.

These may be majority-owned subsidiaries or variable interest entities that the Company has 100 % voting control of.

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.

HOLDING CORPORATION AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED

31, 2025 AND 2024

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

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

OF CARRYING VALUE OF ASSETS AND LIABILITIES OF CONSOLIDATED VARIABLE INTEREST ENTITIES

6 unchanged sentences

Total liabilities and equity

following table shows the classification and carrying value of assets and liabilities of consolidated VIEs as of December 31, 2023:

Property and equipment, net

5 unchanged sentences

Total liabilities and equity

summary of the Company’s non-controlling interests for the periods ended December 31, 2024 and 2023:

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

OF NON CONTROLLING INTERESTS

Balance at January 1, 2024

Balance at December 31, 2024

Net income (loss) attributable to Non-Controlling Interest 1/1-12/31/25

1 unchanged sentence

( 2,113,952 )

Non-controlling interest issuance of shares

( 6,687,501 )

Subsidiary issuance of shares

Distributions to non-controlling shareholders

( 2,876,668 )

Balance at December 31, 2025

1 unchanged sentence

Net income (loss) attributable to Non-Controlling Interest 1/1-12/31/24

income (loss) attributable to Non-Controlling Interest

Non-controlling interest issuance of shares

( 1,379,798 )

( 2,609,219 )

Subsidiary issuance of shares

Distributions to non-controlling shareholders

Balance at December 31, 2024

In November 2023, the Financial

Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “ Segment Reporting

Improvements to Reportable Segment Disclosures” (“ASU 2023-07”).

ASU 2023-07 is effective

for public entities for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15,

2024, and requires single reporting entities to comply with the expanded reportable segment disclosures outlined in the ASU.

reportable segment disclosures are intended to enhance certain disclosures surrounding significant segment expenses.

The 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 as the CODM and review and

assess the performance of the Company as a whole.

The primary financial measures

used by the CODM to evaluate performance and allocate resources are net income (loss) and operating income (loss).

The CODM uses net income

(loss) and operating income (loss) to evaluate the performance of the Company’s ongoing operations and as part of the Company’s

internal planning and forecasting processes.

Information on net income (loss) and operating income (loss) is disclosed in the Consolidated

Statements of Operations.

Segment expenses and other segment items are provided to the CODM on the same basis as disclosed in the Consolidated

Statements of Operations.

The CODM does not evaluate performance

or allocate resources based on segment assets, and therefore such information is not presented in the notes to the financial statements.

As the Company is a single-segment

business, the adoption of this new standard did not have a material effect on the Company’s financial statements.

VENU HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED

DECEMBER 31, 2024 AND 2023

Company considers our restaurant and event center operations as similar, in close proximity, and have aggregated them into a single reportable

Revenue from customers is derived principally from food and beverage services with a portion being served in conjunction with

live entertainment.

Our chief operating decision maker (the “CODM”) is the Chief Executive Officer.

The CODM makes operating

performance assessment and resource allocation decisions on a consolidated basis.

The CODM does not receive discrete financial information

about asset allocation, expense allocation or profitability by product or geography.

HOLDING CORPORATION AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED

31, 2025 AND 2024

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Issued and Adopted Accounting Pronouncements

November 2023, the Financial Accounting Standards Board (FASB) issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to

Reportable Segment Disclosures (ASU 2023-07), which requires an enhanced disclosure of significant segment expenses on an annual and

interim basis.

This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years

beginning after December 15, 2024.

Early adoption is permitted.

Upon adoption, the guidance should be applied retrospectively to all

prior periods presented in the financial statements.

The Company adopted this ASU on December 31, 2024.

This ASU did not have a material

impact on our consolidated financial statements.

December 14, 2023, the FASB issued ASU No.

2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”).

ASU 2023-09 amends ASC 740, Income Taxes to expand income tax disclosures and requires that the Company disclose (i)

the income tax rate reconciliation using both percentages and reporting currency amounts;

(ii) specific categories within the income

tax rate reconciliation;

(iii) additional information for reconciling items that meet a quantitative threshold;

(iv) the composition

of state and local income taxes by jurisdiction;

amends ASC 740, Income Taxes to expand income tax disclosures and requires that the Company disclose (i) the income tax rate reconciliation

using both percentages and reporting currency amounts;

(ii) specific categories within the income tax rate reconciliation;

(iii) additional

information for reconciling items that meet a quantitative threshold;

(iv) the composition of state and local income taxes by jurisdiction;

and (v) the amount of income taxes paid disaggregated by jurisdiction.

The amendments

will be effective for fiscal years beginning after December 15, 2024, and interim periods within those annual periods.

The Company is

currently evaluating the impact of adopting this guidance.

March 2024, the FASB issued ASU No.

2024-01, Compensation – Stock Compensation (Topic 718):

Scope Applications of Profits Interest

and Similar Awards (“ASU 2024-01”).

The amendments in ASU 2024-01 improves its overall clarity and operability without changing

the guidance and adding illustrative examples to determine whether profits interest award should be accounted for in accordance with

The amendments will be effective for fiscal years beginning after December 15, 2024, and interim periods within those annual

The Company is currently evaluating the impact of adopting this guidance.

The Company has elected to adopt this guidance prospectively beginning

January 1, 2025.

November 4, 2024, the FASB issued ASU No.

2024-03, Expense Disaggregation Disclosures (“ASU 2024-03”).

2024-03 amends ASC 220, Comprehensive Income to expand income statement expense disclosures and require disclosure in

the notes to the financial statements of specified information about certain costs and expenses.

ASU 2024-03 is required to be adopted

for fiscal years commencing after December 15, 2026, with early adoption permitted.

The Company is currently evaluating the impact of

adopting the standard on the Consolidated Financial Statements.

VENU HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED

DECEMBER 31, 2024 AND 2023

amends ASC 220, Comprehensive Income to expand income statement expense disclosures and require disclosure in the notes to the

financial statements of specified information about certain costs and expenses.

ASU 2024-03 is required to be adopted for fiscal years

commencing after December 15, 2026, with early adoption permitted.

The Company is currently evaluating the impact of adopting the standard

on the consolidated financial statements.

July 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses

for Accounts Receivable and Contract Assets (ASU 2025-05), which allows the Company to elect a practical expedient for measuring

expected credit losses on current accounts receivable and current contract assets arising from transactions accounted for as revenues

from contracts with customers.

This expedient allows the Company to assume that current economic conditions as of the balance sheet date

do not change for the remaining life of the asset.

ASU 2025-05 is effective for fiscal years beginning after December 15, 2025 and interim

periods within fiscal years beginning after December 15, 2026.

As permitted, the Company has elected to early adopt the practical expedient

as of December 31, 2025 and applied its provisions prospectively to the provision for uncollectable accounts.

The adoption of ASU 2025-05

did not have a material impact on the consolidated results of operations, cash flows or financial condition of the Company.

See “Provision

for Uncollectible Accounts” herein for additional information and disclosures impacted by ASU 2025-05.

On July 4, 2025, President Donald Trump signed the

One Big Beautiful Bill Act (OBBBA) into law, which is considered the enactment date under U.S.

This legislation introduces several

provisions affecting businesses, including the permanent extension of certain expiring elements of the Tax Cuts and Jobs Act, modifications

to the international tax framework, and favorable tax treatment for certain other business provisions.

Key corporate tax provisions include

existing 21% corporate income tax rate made permanent, the restoration of 100% bonus depreciation, immediate expensing for domestic research

and experimental expenditures, changes to Section 163(j) interest limitations, updates to Global Intangible Low Tax Income (GILTI) and

Foreign- Derived Intangible Income (FDII) rules, amendments to energy credits, and expanded Section 162(m) aggregation requirements.

OBBBA contains multiple effective dates, with some provisions applicable beginning in 2025.

The legislation does not impact the Company’s

prior years’ financial statements.

3 – PROPERTY AND EQUIPMENT

5 unchanged sentences

Construction in progress

Property, plant and equipment, gross

Property and equipment, gross

$ 318,613,614

$ 144,353,441

Accumulated depreciation and amortization

1 unchanged sentence

( 7,137,505 )

plant and equipment, net

Property and equipment, net

$ 305,947,277

$ 137,215,936

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

respectively.

HOLDING CORPORATION AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED

31, 2025 AND 2024

4 - INTANGIBLES

6 unchanged sentences

Amortization expense relating to the intangible assets for the years ended December

31, 2024 and 2023 was $ 66,719 and $ 66,720 respectively.

The estimated amortization expense for the twelve months ended December 31, 2025

and thereafter is as follows:

31, 2025 and 2024 were $ 66,718 and $ 66,719 , respectively.

The estimated amortization expense for the year ended December 31, 2026 and

thereafter is as follows:

OF ESTIMATED AMORTIZATION EXPENSE

Company leases the properties used for some of its restaurants, venue and office space.

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

June 30, 2022, the Company leased the land and buildings used in BBST and BBP operations from HIA.

2 unchanged sentences

Accordingly, the impact of the lease is eliminated in the consolidated financial statements.

in Colorado Springs leased its property from 13141 BP, LLC (“13141 BP”), a related party (refer to Note 7– Related

Notes in Colorado Springs leased its property from 13141 BP, LLC (“13141 BP”), a related party (refer to Note 7– Related

Party Transactions footnote for further details) through June 26, 2022, when the Company acquired the membership interests of 13141 BP.

5 unchanged sentences

in consolidations.

VENU HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED

DECEMBER 31, 2024 AND 2023

5 – LEASES (Continued)

As of July 18, 2025, 13141 BP sold the land and building to a 3 rd party and Notes Eatery ceased its operations.

Company leases its office space from an unrelated party.

1 unchanged sentence

Additionally, the Company leases an executive apartment from an unrelated party.

The lease is until April 13, 2025.

For its McKinney

location, the Company leases an office space from an unrelated party.

The lease is until June 30, 2027.

Additionally, the Company leases

an executive apartment from an unrelated party.

The lease is until June 6, 2025.

The Company leases a vehicle for each of these executive

apartments, with one lease until April 2026 and the other vehicle leased until May 2026.

rent expense related to leased assets including short-terms leases and variable costs was $ 1,703,496 and $ 1,061,427 for the years ended

The lease was terminated early in January 2026.

November 5, 2025, the Company entered into a ground lease agreement with a related party (“Landlord”) to lease the land

owned by PPP used for parking by Sunset Ops (this includes the land and improvements, collectively the “Property”) for a

20-year term under a NNN lease structure with an option to re-purchase the Property within the first three years of the closing date

of the sale at a fixed price, which would return the asset to the Company’s balance sheet.

The Landlord is wholly owned by a

significant shareholder of the Company.

Annual base rent is initially $ 1,050,000

and escalates by 2.5% each year beginning on November 5, 2026.

rent expense related to leased assets including short-term leases and variable costs were $ 1,949,705 and $ 1,703,496 for the years ended

December 31, 2025 and 2024 respectively.

During the years ended December 31, 2024 and 2023, the Company paid $465,892 and $446,664, respectively, for operating

Total cash paid for rent expense to leased assets was $ 590,487 and $ 465,892 for the years ended

December 31, 2025 and 2024, respectively.

HOLDING CORPORATION AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED

31, 2025 AND 2024

5 – LEASES (Continued)

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

2 unchanged sentences

Classification

Operating lease right-of-use assets, net

Balance Sheet Information

Classification

December 31, 2024

Right-of-use assets

Operating Leases

Current portion of operating lease liabilities

Current portion of lease liabilities

Operating Leases

Long-term portion of operating lease liabilities

Long-term portion of lease liabilities

Operating Leases

2 unchanged sentences

OF FUTURE MINIMUM LEASE PAYMENTS OF OPERATING LEASE LIABILITIES

twelve months ended

For the year ending

Total lease payments

imputed interest

( 10,301,639 )

Present value of lease liabilities

4 unchanged sentences

Weighted-average discount rate

VENU HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED

DECEMBER 31, 2024 AND 2023

6 – INVESTMENTS

Company has a minority interest in an outside entity.

On January 13, 2025, the Company purchased shares of Series A Preferred Stock of

(dba EIGHT Brewing) in consideration for a cash investment of $ 1,999,999 .

EIGHT Brewing, which is a food and beverage Company

that creates curated lifestyle brands, including the EIGHT beer brand.

Pursuant to the SPA, the Company was issued 1,487,099 shares of

FL101’s preferred stock, par value $ 0.00001 per share (the “Preferred Stock”), designated as “Series A Preferred

The Preferred Stock has the powers, preferences, and special rights set forth in the Restated Certificate of Incorporation

of FL101, including a liquidation preference, protective provisions, anti-dilution protections, and conversion rights in favor of the

holders of the Preferred Stock.

The Company is a minority investor in this entity.

This investment is carried at fair value unless a

reliable fair value cannot be determined and is reviewed at each balance sheet date for impairment.

There was no impairment recorded

during the year ended December 31, 2025.

HOLDING CORPORATION AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED

31, 2025 AND 2024

7 – INVESTMENTS IN RELATED PARTIES

Company has non-controlling interest investments in related parties.

Accordingly, the Company utilizes the guidance stated in

ASC 323, Investments – Equity Method and Joint Ventures to account for applicable transactions.

These investments lack

readily determinable fair values.

Consequently, these investments are accounted for under the practical expedient at cost minus

impairment plus any changes in observable price changes from an orderly transaction of similar investments.

An adjustment to the

recognized value of the investment is not made if there are no identified events or changes in circumstances that may have a

significant adverse effect on the fair value.

Any income or loss from these investments is recognized in the consolidated statements

of operations, net of operating expenses.

These investments are reviewed at each balance sheet date for impairment.

related to these investments for the years ended December 31, 2024 and 2023 follows:

SCHEDULE OF INVESTMENT

Accordingly, the Company utilizes the guidance stated in ASC 323,

Investments – Equity Method and Joint Ventures to account for applicable transactions.

These investments lack readily determinable

Consequently, these investments are accounted for under the practical expedient at cost minus impairment plus any changes

in observable price changes from an orderly transaction of similar investments.

An adjustment to the recognized value of the investment

is not made if there are no identified events or changes in circumstances that may have a significant adverse effect on the fair value.

Any income or loss from these investments is recognized in the Consolidated Statements of Operations, net of operating expenses.

investments are reviewed at each balance sheet date for impairment.

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

OF INVESTMENT

Industries LLC

Culinova, Inc.

Balance at December 31, 2023

Disposals, net

Balance at December 31, 2024

1 unchanged sentence

8 – RELATED PARTY TRANSACTIONS

Company owns 550,000

preferred units or 2.0 %

of Roth Industries, LLC (“Roth Industries”).

The Company’s Chairman and CEO is also the founder and Chairman of

Roth Industries and is a significant stockholder of the Company.

The Company’s officers and directors are also minority equity

owners of Roth Industries.

The CEO of Roth Industries, Mitchell Roth, is the son of the Company’s CEO and is also on the Board

of the Company and is employed by the Company in a part time manner as strategy consultant pursuant to which he was paid $ 90,000 in each of 2024 and 2023.

The Company currently accounts for this

investment based on ASC 325, Investments – Other , under the cost method.

In addition, the Company recognized licensing

fees from Roth Industries, totaling $ 130,000

and $ 132,500

for the years ended December 31, 2024 and 2023, respectively, for Roth’s licensing use of the Bourbon Brothers brand in

grocery products since the Company holds the exclusive license to use the brand.

The Company also had $ 107,500

in receivables from Roth as of December 31, 2024.

The amounts received were recorded in other income in the consolidated statements

of operations and the amounts receivable included in other receivables as prepaid expenses and other current assets in the

consolidated balance sheet.

Company owned 20 % of War Hippies, LLC and sold its interest in War Hippies, LLC on December 31, 2023, to the majority owners of War Hippies,

realizing a loss on the investment of $ 75,603 that is recognized as other expense in the consolidated statement of operations for the

year ended December 31, 2023.

Company on June 26, 2024, purchased 100 % of the membership units for 13141 BP’s members and owns the land and buildings for

which Notes currently use from an existing lease arrangement.

The transaction is treated as an asset acquisition and accounted for under

ASC 805, Business Combinations.

Company owns 526,166 Class B non-voting units or 1.2 % of Roth Industries, LLC (“Roth Industries”).

The Company’s Chairman

and CEO is also the founder, Chairman and significant equity holder of Roth Industries.

Mitchell Roth, a member of the Company’s

Board of Directors, is also the CEO, President, and significant equity folder of Roth Industries.

The Company’s officers and directors

are also minority equity owners of Roth Industries.

The Company currently accounts for this investment based on ASC 325, Investments

– Other , under the cost method.

In addition, the Company recognized licensing fees from Roth Industries, totaling $ 130,000

and $ 130,000 during the years ended December 31, 2025 and 2024, respectively, for Roth’s licensing use of the Bourbon Brothers

brand in grocery products since the Company holds the exclusive license to use the brand.

The Company had $ 237,500 and $ 107,500 in receivables

from Roth Industries as of December 31, 2025 and 2024, respectively.

The amounts received were recorded in other income in the Consolidated

Statements of Operations and the amounts receivable included in other receivables as prepaid expenses and other current assets in the

Consolidated Balance Sheets.

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,

The Company’s Chairman and CEO is a director of Culinova, Inc.

and Mitchell Roth, the Chairman and CEO.

The Company’s

officers and directors are also minority equity owners of Culinova, Inc.

The Company currently accounts for this investment based on

ASC 325, Investments – Other , under the cost method.

Company on June 26, 2024, purchased 100 % of the membership units from 13141 BP’s members and, as a result, owned the land and buildings

for which Notes used from an existing lease arrangement.

The transaction is treated as an asset acquisition and accounted for under ASC

805, Business Combinations.

Under this methodology the purchase price is allocated to the acquired asset based on their proportionate

5 unchanged sentences

The Company owns 100 % of this subsidiary and 100 % of its voting control and consolidates it into its

VENU HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED

DECEMBER 31, 2024 AND 2023

HOLDING CORPORATION AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED

31, 2025 AND 2024

8 – RELATED PARTY TRANSACTIONS (Continued)

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

7 unchanged sentences

Net assets acquired

Promissory Note

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

interest at 8.75 % per annum, for draws 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 .

Interest is to be paid monthly and the maturity date is one year from the

date of the first draw.

The first draw commenced March 1, 2024 with the maturity date of February 28, 2025 .

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

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

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 Sunset Colorado general

contractor directly thus became a personal guarantor to the Note.

The Company recognized a debt discount for the personal guarantee

fee of $ 100,000 with

$ 83,333 expensed

to interest expense for the year ended December 31, 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 Venu

shares at $ 10 per

share for both KWO and Mr.

Roth, with the Company recognizing a debt discount of $ 3,000,140 with

expensed to interest expense in the year ended December 31, 2024, with the remaining to be expensed over the life of the Note.

accordance with ASC 815-10, Derivatives and Hedging, the warrants were recorded at relative fair value within stockholder’s

equity in the Consolidated Balance Sheet.

A loan origination fee of $ 100,000 is

recognized as debt discount with $ 83,333 expensed

to interest expense in the year ended December 31, 2024, with the remaining to be expensed over the life of the Note.

leased KWO a Sunset leased suite 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.

The Company treated this leased suite as a debt discount with $ 166,667 expensed

to interest expense in the year ended December 31, 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 $ 566,690 agree

to the net of $ 9,433,313 shown

as convertible debt in the Consolidated Balance Sheet.

addition, KWO in a related agreement, purchased 500,000 Class C shares from Mr.

Roth at a discount as part of this transaction.

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 the year ended December 31, 2024, as Mr.

Roth completed

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

VENU HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED

DECEMBER 31, 2024 AND 2023

8 – DEBT (Continued)

Injury Disaster Loan

BP sold the land and building to a 3 rd party on July 18, 2025, at which time the Company determined the disposed component

does not meet discontinued-operations criteria, its financial impacts are reported within the normal results of continuing operations

(and not segregated below income from continuing ops).

The Company’s restaurant operating entity at this location, Notes Eatery,

closed as of July 18, 2025.

2025, the Company entered into several lease, debt and equity transactions with a related party, who is a significant shareholder of

These include a ground lease agreement (refer to Note 5 – Leases for further details), convertible debt agreements

(refer to Note 9 – Debt for further details), and issuance of shares of Common Stock (refer to Note 10 – Equity for further

Economic Injury Disaster Loan

May 4, 2020, the Company executed the standard loan documents required for securing a loan (the “EIDL Loan”) from the SBA

1 unchanged sentence

Company’s business.

to the loan agreement, the principal amount of the EIDL Loan is $ 500,000 , with proceeds to be used for working capital purposes.

accrues at the rate of 3.75 % per annum.

Monthly payments of interest only in the amount of $ 2,437 were to originally commence on May

Pursuant to the loan agreement, the principal amount of the EIDL Loan is $ 500,000 , with proceeds to be

used for working capital purposes.

Interest accrues at the rate of 3.75 % per annum.

Monthly payments of interest only in the amount of

$ 2,437 were to originally commence on May 4, 2021;

however, this repayment commencement date was extended by the SBA for 24 months.

The EIDL Loan matures 30 years from the date

of the note agreement, at which time all remaining unpaid principal and interest are due.

JW Roth, CEO and Chairman, personally

guarantees this loan agreement.

As of December 31, 2024 and 2023, the principal balance of $ 500,000 remains outstanding.

April 1, 2022, the Company purchased the majority of equity interests of HIA.

In this transaction, the Company became a guarantor of

HIA’s mortgage on the properties used in BBST and BBP operations.

EIDL Loan matures 30 years from the date of the note agreement, at which time all remaining unpaid principal and interest are due.

Roth, CEO and Chairman, personally guarantees this loan agreement.

As of December 31, 2025 and 2024, the principal balance of $ 500,000

remains outstanding.

Loans and Promissory Notes

April 1, 2022, when the Company purchased the majority of equity interests of HIA.

In this transaction, the Company became a guarantor

of HIA’s mortgage on the properties used in BBST and BBP operations.

The mortgage accrues interest at 5.5 % and matures on July

The balance as of December 31, 2024 and 2023 was $ 3,239,543 and $ 3,404,225 .

This mortgage is collateralized by the BBSTCO and BBP

land and buildings.

The outstanding balance as of December 31, 2025 and 2024 was $ 3,064,903 and $ 3,239,543 , respectively.

This mortgage is collateralized

by the BBSTCO and BBP land and buildings.

This mortgage is personally guaranteed by JW Roth.

HOLDING CORPORATION AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED

31, 2025 AND 2024

9 – DEBT (Continued)

December 21, 2022, the Company closed on a deed of land with the City of Murfreesboro, Tennessee, for the Company to develop a Bourbon

Brothers Smokehouse and Tavern, Boot Barn Hall and an amphitheater on 20.13 acres parcel for $ 3,267,000 .

On August 26, 2024 Notes Live

On August 26, 2024 the Company

and the City of Murfreesboro, TN agreed to discontinue the development project previously planned for 20.13 acres as originally conceived.

2 unchanged sentences

The outstanding

balance at December 31, 2024 and 2023 was $ 0 and $ 3,267,000 , respectively.

balance as of December 31, 2025 and 2024 was $ 0 and $ 0 , respectively.

May 26, 2022, GAHIA took on a mortgage for the properties used in the BBSTGA and BBPGA operations, with the Company as a guarantor to

3 unchanged sentences

interest at 3.95 % and matures on May 26, 2043 .

The balance at December 31, 2024 and 2023 was $ 4,243,364 and $ 4,391,818 .

This mortgage

is collateralized by the BBSTGA and BBPGA land and buildings.

This mortgage is personally guaranteed by JW Roth.

April 30, 2024, Notes Live executed a term sheet with the City of El Paso, Texas.

This term sheet was approved by the El Paso City Council

by a vote of 6-1.

This term sheet will define a more detailed, negotiated Development Agreement between Notes Live and the City of El

Paso that will establish a public private partnership.

This Development Agreement is anticipated to be complete in the next 60 days and

will specifically define the construction of a 12,500- person amphitheater to be developed by Venu.

In addition, on August 16, 2024,

the City of El Paso provided an economic incentive in the form of a promissory note at 0 % interest for $ 8,000,000 maturing in eight years

to be used towards the construction of the facility which options for this to be forgiven based on certain deliverables.

VENU HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED

DECEMBER 31, 2024 AND 2023

The outstanding balance as of December 31, 2025 and 2024 was $ 4,037,281 and $ 4,243,364 ,

respectively.

This mortgage is collateralized by the BBSTGA and BBPGA land and buildings.

This mortgage is personally guaranteed by JW

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”).

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.

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.

January 14, 2025 (the “Closing Date”), the Company closed on its purchase of an approximately 46-acre tract of land (the

“McKinney Tract”) where it will develop the Sunset Amphitheater in McKinney, Texas, pursuant to the Chapter 380, Grant, and

Development Agreement (the “McKinney Agreement”) that the Company previously entered into with the City of McKinney, Texas,

the McKinney Economic Development Corporation (“MEDC”), and the McKinney Community Development Corporation on April 16, 2024,

which was amended on October 15, 2024 and December 3, 2024.

MEDC agreed to sell the McKinney Tract to the Company for an aggregate purchase

price of $ 35,000,000 (the “McKinney Purchase Price”), which was paid on the Closing Date in the form of $ 10,000,000 in cash

and $ 25,000,000 represented by a secured promissory note to MEDC (the “McKinney Note”), which bears no interest, is subject

to prepayment without penalty, is secured by a Deed of Trust conveying a first-priority lien on the McKinney Tract, and is personally

guaranteed by JW Roth and a related-party shareholder of the Company (the “McKinney Guaranty”).

If the Company receives a

temporary certificate of occupancy or a certificate of occupancy by certain deadlines set forth in the McKinney Agreement, then MEDC

will reimburse the Company for the McKinney Purchase Price, and the Company and the guarantors will be released from their respective

obligations under the McKinney Note, the McKinney Deed of Trust, and the McKinney Guaranty.

HOLDING CORPORATION AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED

31, 2025 AND 2024

9 – DEBT (Continued)

OF LONG TERM DEBT

Long-term debt consists of the following:

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 million.

Subject to the terms and conditions of the Credit Agreement,

on the Conversion Date the draw down term loan will convert to an amortizing loan.

The term of the amortizing loan is 59 months from

the Conversion Date and the amortization loan will bear interest at the Note Rate per annum, defined as the WSJ Prime Rate plus 25 basis

points determined on the Conversion Date.

Monthly payments of principal and interest are due under the amortizing loan and will be calculated

by amortizing the principal amount of the amortizing loan over 240 months.

Obligations under the Construction Loan are secured under,

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

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

The outstanding balance as of December 31, 2025 and 2024 was

$ 5,937,119 and $ 0 , respectively.

This mortgage is collateralized by the SHC land and buildings.

This mortgage is personally guaranteed

280 purchased an aircraft to support the Company’s current and prospective corporate growth initiatives and development projects

around the country.

Effective September 26, 2025, Artist 280 borrowed $ 12,000,000 million (the “Loan”) from PNC Bank, National

Association (the “Lender”).

The Loan is evidenced by a promissory note (the “Note”) delivered by Artist 280 in

favor of the Lender.

The term of the Loan is 60 months from October 1, 2025, and the Loan bears interest at 6.01 % per annum.

payments of principal and interest are due under the Note and will be calculated by amortizing the principal amount of the Note over

The outstanding balance as of December 31, 2025 was $ 11,928,956 .

The Loan is personally guaranteed by JW Roth up $ 4,500,000 .

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

the date of issuance.

The interest rate is 12 % per annum and paid quarterly in cash or shares of Venu’s common stock at the conversion

The conversion price is defined as 100% of the average daily closing sale price of the Company’s common stock during the

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

The lender was also issued a warrant that is exercisable

to acquire 300,000 shares of Company common stock at an exercise price of $ 12.50 per share.

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

amount convertible promissory note, with a maturity date three years from the date of issuance.

The interest rate is 12 % per annum and

paid quarterly in cash or shares of Venu’s common stock at the conversion price.

The conversion price is defined as 100% of the

average daily closing sale price of the Company’s common stock during the 10 consecutive trading days immediately prior to the

applicable payment date.

The lenders were issued warrants that, in the aggregate, are exercisable to acquire 300,000 shares of Company

common stock at an exercise price of $ 12.50 per share.

May 6, 2025, the Company issued two convertible promissory notes having an aggregate principal amount of $ 6,000,000 in total principal

amount convertible promissory note, with a maturity date three years from the date of issuance.

The interest rate is 12 % per annum and

paid quarterly in cash or shares of Venu’s common stock at the conversion price.

The conversion price is defined as 100% of the

average daily closing sale price of the Company’s common stock during the 10 consecutive trading days immediately prior to the

applicable payment date.

The lenders were issued warrants that, in the aggregate, could acquire 300,000 shares of Company common stock

at an exercise price of $ 12.50 per share.

HOLDING CORPORATION AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED

31, 2025 AND 2024

9 – DEBT (Continued)

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

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

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.

debt consists of the following:

SBA Economic Injury Disaster Loan

Bank loan and promissory notes

Convertible debt

Bank loans and promissory notes

Long-term convertible debt

current maturities

Long-term debt

is the future maturities of long-term debt for the twelve months ended December 31, 2024

Long-term debt, including convertible debt

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

OF FUTURE MATURITIES OF LONG TERM DEBT

Total long-term debt

Stockholders’

Company had two membership classes of units while it was a limited liability company, Class A voting and Class B non-voting.

Class A voting and the Class B non-voting units had identical economic rights to participate in dividends and to the assets of the

Company, however, the non-voting units do not provide the holder the right to vote on any matters or otherwise participate in the

management of the business and affairs of the Company.

On April 6, 2022, when the Company converted its legal form from a Colorado

LLC to a Colorado C Corp, the Company’s Class A membership units became Class A common stock and the Class B membership units

became Class B common stock.

The Company amended its articles of incorporation on October 25, 2022 to include Class C common stock.

On March 5, 2024, the Company and its Class C stockholders authorized the creation of Class D of common stock of up to 60,000,000 shares.

for any difference in voting privileges, or any differing contractual rights or limitations assigned or afforded to a specific

series of stock in connection with a merger, acquisition or strategic transaction, the shares of Class A Voting Common Stock, Class

B Non-Voting Common Stock, Class C Voting Common Stock, and Class D Voting Common Stock have the same preferences, limitations, and

relative rights in all other respects.

Each holder of Class A Voting Common Stock was entitled to 250 votes per share of Class A

Voting Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote.

of Class C Voting Common Stock was entitled to one vote per share of Class C Voting Common Stock held of record by such holder on

all matters on which stockholders generally are entitled to vote.

Each holder of Class D Voting Common Stock shall be entitled to

one vote per share of Class D Voting Common Stock held of record by such holder on all matters on which stockholders generally are

entitled to vote.

Except as required by law, holders of the Class B Non-Voting Common Stock shall have no voting power with respect

to their shares of Class B Non-Voting Common Stock and the shares of Class B Non-Voting Common Stock shall not be entitled to vote

on any matter submitted to the stockholders.

On September 6, 2024, the Company amended

and restated its articles of incorporation so that each share of then outstanding share of Class A Voting Common Stock, Class C Voting

Common Stock, and Class D Voting Common Stock immediately and automatically converted into one (1) share of Common Stock (the “Prior

Voting Common Stock Conversion”).

The amended and restated articles of incorporation provide that the authorized capital stock

of the Company consists of 144,000,000 shares of Common Stock, 1,000,000 Class B shares and 5,000,000 preferred shares.

VENU HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED

DECEMBER 31, 2024 AND 2023

9 – EQUITY (Continued)

August 7, 2023, the Company allowed the stockholders to exchange their Class A shares into Class C shares at a 1 to 25 basis and the

Class B shares for Class C shares at a 1 to 1 basis .

The Company has 76,245 shares of treasury stock that it acquired through the acquisition

November 3, 2023, the Company and its stockholders effected a forward split of both the Class B and Class C shares 5-for-1 and increased

the authorized shares of Class C up to 50,000,000 at a par value of $ 0.001 .

On that same date, the Company began a private placement

offering of its Class C shares at $ 10 per share.

The Company issued 614,341 and 2,832,584 Class C shares during the year ended December

31, 2024 from this offering.

The Company issued 700,000 Class C shares as payment for services to outside consultants of the Company.

March 5, 2024, the Company and its Class C stockholders authorized a Class D of common stock up to 60,000,000 shares.

At that time, the

Company allowed its Class B and Class C stockholders to convert to Class D shares at a 1 to 1 basis .

As of December 31, 2024, the Company

has 379,990 Class B shares and 37,471,465 Common shares issued and outstanding.

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

of $ 32,059,550 .

August 12, 2024, the Company purchased 100,000 Class D shares back from Roth Industries, a related party, at $ 5 per shares as the Company

will hold these as treasury shares.

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

serve as the exclusive operator of The Sunset BA.

Although the parties pursued their working partnership, in August 2024, the Company

and Live Nation terminated the Exclusive Operating Agreement due to the Company determining that it is unable to construct the number

of parking spaces originally contemplated by the Exclusive Operating Agreement.

The Company is actively pursuing other third-party operators

for The Sunset BA.

As part of this termination, Live Nation exercised its put right for the 100,000 Class D shares worth $ 1,000,000 .

These shares were classified as permanent equity, and the Company subsequently reclassified this amount as a liability upon notice of

execution of the put right from Live Nation.

The Company repurchased these shares from Live Nation on September 26, 2024.

On November 26, 2024, the Company completed an initial public offering of 1,200,000 shares Common Stock at a public offering price of

Company allowed its Class B and Class C stockholders to exchange to Class D shares at a 1 to 1 basis.

September 6, 2024, the Company amended and restated its articles of incorporation so that each share of then outstanding share of Class

A Voting Common Stock, Class C Voting Common Stock, and Class D Voting Common Stock immediately and automatically converted into one

(1) share of Common Stock.

The amended and restated articles of incorporation provide that the authorized capital stock of the Company

consists of 144,000,000 shares of Common Stock, 1,000,000 shares of Class B Non-Voting Common Stock and 5,000,000 shares of Preferred

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

$ 32,059,550 .

HOLDING CORPORATION AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED

31, 2025 AND 2024

10 – EQUITY (Continued)

November 26, 2024, the Company completed an initial public offering of 1,200,000 shares common stock at a public offering price of $ 10.00

per share, generating gross proceeds of $ 12,000,000 .

The Company also granted the underwriters a 45-day option to purchase up to 180,000

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.

additional shares of common stock on the same terms and conditions for the purpose of covering any over-allotments in connection with

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

The closing of the offering took place on November 29, 2024.

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

other offering expenses.

Company received net proceeds of approximately $ 12,300,000 from the offering, after deducting underwriting discounts and commissions

and other offering expenses.

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

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

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

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

January 2024.

June 16, 2025, the Company issued 675 shares of Series B 4.0 % Cumulative Redeemable Convertible Preferred Stock (Series B Preferred Stock)

to Aramark Sports and Entertainment Services, LLC, with an aggregate purchase amount of $ 10.125 million.

Each share of Series B Preferred

Stock is convertible into 1,000 shares of Common Stock.

The shares of Series B Preferred Stock do not afford the holder voting rights

other than as required by law, and each share of Series B Preferred Stock entitles the holder to receive an annual cumulative, non-compounding

dividend at an annual rate of 4 % of the Stated Value (being equal to $ 600 per share of Series B Preferred Stock) (the “Series B

Dividends”), payable in either cash or shares of the Company’s common stock.

The Series B Dividends accrue, without interest

and on a cumulative basis, during two semi-annual dividend periods beginning on the first day of each January and July, respectively.

The Series B Dividends are payable semi-annually in arrears on January 15th and July 15th of each year.

The Series B Dividends began

accruing on June 16, 2025, and is prorated on the basis of a 360-day year consisting of twelve 30-day months.

Only holders of Series

B Preferred Stock as of the first day of the month in which a dividend is due to be paid (or another date to be no more than 30 days

nor less than 10 days prior to the date of the dividend payment, as determined by the Company’s board of directors or a duly authorized

officer) are eligible to receive a Series B Dividend for the applicable period.

June 22, 2025, the Company issued 1,542,367 shares of Common Stock in full satisfaction of all principal and accrued interest due under

certain convertible promissory notes as discussed in Note 9.

July 22, 2025, the Company issued 103,667 shares of Common Stock in satisfaction of 50 % of the principal and accrued interest due under

certain convertible promissory notes as discussed in Note 9.

August 11, 2025, the Company filed a revocation with the Secretary of State of the State of Colorado to eliminate from its Articles of

Incorporation all matters set forth in the Certificate of Designation, Preferences and Rights with respect to its Series A 8.0 % Cumulative

Redeemable Convertible Preferred Stock (the “Series A Preferred Stock”).

No shares of Series A Preferred Stock were issued,

and shares of preferred stock previously designated as Series A Preferred Stock have reverted to being designated as authorized but unissued

shares of preferred stock.

August 28, 2025, the Company completed a public offering of 2,875,000 shares common stock at a public offering price of $ 12.00 per share,

generating gross proceeds of $ 34,500,000 .

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

shares of common stock on the same terms and conditions for the purpose of covering any over-allotments in connection with the Offering,

which the underwriters exercised on August 27, 2025.

The Company received net proceeds of approximately $ 32,000,000 from the offering,

after deducting underwriting discounts and commissions and other offering expenses.

HOLDING CORPORATION AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED

31, 2025 AND 2024

10 – EQUITY (Continued)

September 3, 2025, the Company entered into a Subscription Agreement with Tixr, Inc.

and completed a private offering of 62,500 shares

common stock at a price of $ 16.00 per share, generating gross proceeds of $ 1,000,000 .

September 22, 2025 (“Effective Date”), the Company entered into an Ambassador Agreement with a third party for the purpose

of increasing awareness of the Company.

The term of the agreement is three years and requires cash payments to the brand ambassador,

being a payment at the time of the signing of the agreement, and then on-going payments at defined intervals.

During the term of the

agreement, the Company will also issue shares of common stock to the ambassador on the 91 st day after the effective date

of the agreement and every 91 days thereafter.

The number of such shares of common stock to be issued on each grant date during the term

will equal a value of $ 125,000 , such value to be determined based on the Volume Weighted Average Price per share during the preceding

twenty days during which the NYSE American was open.

For the year ended December 31, 2025, the Company made cash payments totaling $ 125,000

and issued 13,222 shares of Common Stock.

regards to the Company’s treasury shares, the Company has 76,245 shares of treasury stock that it acquired through the acquisition

In addition, on August 12, 2024, the Company purchased 100,000 shares back from Roth Industries, a related party, at $ 5 per share.

On January 22, 2024, the Company and Live Nation entered into an Exclusive Operating Agreement, pursuant to which Live Nation intended

to serve as the exclusive operator of The Sunset BA.

Although the parties pursued their working partnership, in August 2024, the Company

and Live Nation terminated the Exclusive Operating Agreement due to the Company determining that it is unable to construct the number

of parking spaces originally contemplated by the Exclusive Operating Agreement.

As part of this termination, Live Nation exercised its

put right for the 100,000 shares worth $ 1,000,000 and the Company repurchased these shares from Live Nation as of September 26, 2024.

October 27, 2025, the Company entered into a real estate purchase and sale agreement with a related party (“Purchaser”) to

convey the land owned by PPP used for parking by Sunset Ops for a purchase price of $ 14,000,000 .

The Purchaser is wholly owned by a significant

shareholder of the Company.

The Company received $ 7,600,000 in cash and 476,190 shares of its Common Stock, valued at $ 6,400,000 based

on the average NYSE American Stock Exchange closing sale price over the seven trading days preceding November 5, 2025, resulting in a

gain on sale of $ 6,608,315 .

The Company also entered into a ground lease agreement on November 5, 2025 to concurrently lease the property

back for a 20-year term (refer to Note 5 – Leases for further details regarding this lease).

As of December 31, 2025 and 2024,

the Company had repurchased a total of 752,435 and 276,245 treasury shares, respectively.

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

October 28, 2025, the Company’s shareholders approved an amendment to the 2023 Plan to increase the number of shares of the Company’s

common stock from 2,500,000 shares of common stock to 7,500,000 shares of common stock.

November 6, 2025 (“Effective Date”), the Company entered into a Partner Agreement with a third party for the purpose of increasing

awareness of the Company.

The term of the Agreement is three years and requires cash payments to the brand ambassador, being a payment

at the time of the signing of the agreement, and then on-going payments at defined intervals.

During the term of the agreement, the Company

will also issue shares of common stock to the ambassador on the 91st day after the effective date of the agreement and every 91 days

The number of shares of common stock to be issued on each grant date during the term will equal a value of $ 187,500 , such

value to be determined based on the volume weighted average price per share during the preceding twenty days during which the NYSE American

For the year ended December 31, 2025, the Company made cash payments totaling $ 125,000 .

HOLDING CORPORATION AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED

31, 2025 AND 2024

10 – EQUITY (Continued)

November 18, 2025, the Board of Directors authorized the repurchase of up to $ 10,000,000 of outstanding shares of Common Stock, par value

$ 0.001 per share of the Company (the “Share Repurchase Program”).

The Share Repurchase Program expires on December 31, 2026.

Repurchases under the Share Repurchase Program may be made from time to time through open-market repurchases or through privately negotiated

transactions subject to market conditions, applicable legal requirements, and other relevant factors.

The Company is not obligated under

the Share Repurchase Program to acquire any particular amount of Common Stock, and the Company may terminate or suspend the Share Repurchase

Program at any time prior to its expiration.

The timing and actual number of shares of Common Stock repurchased may depend on a variety

of factors, including price, available liquidity, cash flows, general market conditions, and alternative opportunities.

11 – EARNINGS PER SHARE

income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding

during the period.

The Company applies the multiple-class method in calculating earnings per share.

Earnings and losses are shared pro-rata

between the multiple classes of shares.

For 2024, the Company had five classes of shares that included Class A, Class B, Class C, Class

D and Common that weighted-average number of shares and earnings per share by class were calculated of.

For 2023, the Company had three

classes of shares for Class A, Class B, and Class C shares that weighted average number of shares by class and earnings per share by

class were calculated of.

The calculation of diluted net income per share includes the effects of the assumed exercise of any outstanding

warrants and convertible debt, except during loss periods as the effect would be anti-dilutive.

The shares presented are post-split from

the November 8, 2023 split election.

VENU HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED

DECEMBER 31, 2024 AND 2023

10 – EARNINGS PER SHARE (Continued)

following table sets forth the calculation of earnings per share as presented in the accompanying consolidated statements of operations:

OF CALCULATION OF EARNINGS PER SHARE

the Year Ended December 31, 2024

and diluted net loss per share of common stock

Company computes basic and diluted net income (loss) per share in accordance with ASC 260, Earnings Per Share.

Basic EPS is calculated

by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the

The Company applies the two-class method as it has multiple classes of equity including the Series B 4 % Convertible Preferred

Stock, issued on June 16, 2025.

Series B Preferred Stock is not a participating security and does not share in undistributed earnings beyond its fixed 4 % cumulative

Under the two-class method, income available to common shareholders is reduced by the cumulative preferred dividend, whether

declared or not.

Series B Preferred is convertible at the option of the holder into 1,000 shares of common stock per preferred share (plus accrued dividends),

and is considered a potentially dilutive security.

For the year ended December 31, 2025, the assumed conversion of the Series B Preferred

Stock was anti-dilutive and excluded in the diluted EPS computation.

As of December 31, 2025, the Series B Preferred Stock had dividends

accrued of $ 223,875 .

following table sets forth the calculation of earnings per share, with no dividends declared yet, for the years ended December 31, 2025

and 2024, as presented in the accompanying Consolidated Statements of Operations:

SCHEDULE OF CALCULATION OF EARNINGS PER SHARE

For the Year Ended December 31, 2025

Basic and diluted net loss per share of common stock

Allocation of net loss

$ ( 397,334 )

$ ( 43,696,388 )

Series B preferred dividend

$ ( 221,858 )

Net loss attributable to common stock holders - basic

$ ( 399,351 )

and diluted weighted average shares outstanding

and diluted net loss per share of common stock

$ ( 43,918,246 )

Basic and diluted weighted average shares outstanding

Basic and diluted net loss per share of common stock

For the Year Ended December 31, 2024

3 unchanged sentences

$ ( 5,784,717 )

$ ( 13,968,689 )

$ ( 9,966,084 )

Basic and diluted weighted average shares outstanding

Basic and diluted net loss per share of common stock

11 – WARRANTS

Company grants, to certain of its directors and employees, warrants to purchase shares of the Company’s equity.

is a summary of the warrant activities during the years ended December 31, 2024 and 2023:

OF WARRANT ACTIVITIES

HOLDING CORPORATION AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED

31, 2025 AND 2024

12 – WARRANTS AND STOCK OPTIONS

Company grants, to certain of its directors and employees, warrants and stock options to purchase shares of the Company’s equity.

The Company may also issue stock options or warrants to investors in connection with its capital raising and financing activities.

addition, the Company has adopted, and its shareholders have approved the Amended and Restated 2023 Omnibus Incentive Compensation Plan

(the “2023 Plan”).

Under the 2023 Plan, a total of 2,500,000 shares of Company common stock were initially reserved for awards

to directors, officers, employees and consultants.

Incentive-compensation awards under the 2023 Plan may consist of incentive stock options,

non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, and performance awards.

As of December

31, 2025 and 2024, there were options outstanding under the 2023 Plan to acquire 2,500,000 and 0 shares, respectively, of Company common

The options outstanding as of December 31, 2025 have an exercise price of $ 10.00 per share.

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

OF WARRANT AND STOCK ACTIVITIES

Exercise Price

6 unchanged sentences

Outstanding, December 31, 2025

the year ended December 31, 2024, the Company granted a total of 3,158,333 warrants with 2,158,333 granted to employees and board and

directors with 1,000,000 granted as part of the convertible promissory note (refer to Note 8 – Debt).

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 .

As of December 31, 2024, there was $ 7,594,169 of

unrecognized compensation cost related to all outstanding warrants.

The equity-based compensation cost, related to warrants included

as a charge to operating expenses

in the consolidated statements of operations, was $ 12,015,133 and $ 392,520 for the years ended December 31, 2024 and 2023, respectively.

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

VENU HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED

DECEMBER 31, 2024 AND 2023

11 – WARRANTS (Continued)

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

OF FAIR VALUE OF WARRANTS

the year ended December 31, 2025, the Company granted a total of 4,824,250

warrants and stock options, with (i) 2,500,000

total options granted to JW Roth and Kevin O’Neil as part of the closing upon the real property in McKinney and each agreeing

to serve as a personal guarantor of a promissory note issued at that closing, (ii) 900,000

warrants issued to investors as part of the convertible promissory note offering, (iii) an additional 608,750

in total warrants and stock options for contributed services and (iv) 815,500

stock options to employees and directors.

As of December 31, 2025, there was a total of 7,456,264

warrants (and stock options) exercisable with an aggregate intrinsic value of $ 12,303,982 .

For the total warrants and stock options outstanding of 9,752,617

as of December 31, 2025, the aggregate intrinsic value was $ 14,329,214 .

As of December 31, 2025, there was $ 6,508,123

of unrecognized compensation cost related to non-vested warrants.

The equity-based compensation cost, related to warrants and stock

options included as a charge to operating expenses in the Consolidated Statements of Operations for the years ended December 31,

2025 and 2024 were $ 15,345,687

to be recognized over a weighted-average period of 4.22

years and $ 12,015,133

to be recognized over a weighted-average period of 5.04

years, respectively.

HOLDING CORPORATION AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED

31, 2025 AND 2024

12 – WARRANTS AND STOCK OPTIONS (Continued)

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

SCHEDULE OF FAIR VALUE OF WARRANTS AND OPTION

December 31, 2025

1 unchanged sentence

44.7 % to 98.9 %

69.3 % to 77.4 %

Risk-free rate

0.4 % to 4.6 %

0.4 % to 4.8 %

Expected Term (years)

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

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

13 – INCOME TAXES

7 unchanged sentences

following table reconciles the statutory income tax rates to actual rates based on income or loss before income taxes as of December

31, 2024 and December 31, 2023:

OF RECONCILIATION OF STATUTORY INCOME TAX RATES

31, 2025 and 2024:

SCHEDULE OF RECONCILIATION OF STATUTORY INCOME TAX RATES

Income tax benefit at federal statutory rate

5 unchanged sentences

Financing expense

Permanent differences

State and local income taxes net of federal tax benefit

( 1,450,204 )

Valuation allowance

Provision for income taxes

VENU HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED

DECEMBER 31, 2024 AND 2023

HOLDING CORPORATION AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED

31, 2025 AND 2024

13 – INCOME TAXES (Continued)

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

OF DEFERRED TAX ASSETS AND LIABILITIES

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

Net operating loss and tax credits carry forwards

10 unchanged sentences

( 7,934,400 )

( 4,122,635 )

( 6,400,568 )

Deferred tax liabilities

( 14,334,968 )

( 4,594,467 )

Net deferred tax assets and liabilities

34 unchanged sentences

There are no interest and penalties related to uncertain tax positions in the current and prior year.

Company is no longer subject to income tax examinations for federal income taxes before 2021 or for states before 2020.

Net operating

loss carryforwards are subject to examination in the year they are utilized regardless of whether the tax year in which they are generated

has been closed by statute.

The amount subject to disallowance is limited to the NOL utilized.

Therefore, the Company may be subject

to examination for prior NOLs generated as such NOLs are utilized.

HOLDING CORPORATION AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED

31, 2025 AND 2024

13 – INCOME TAXES (Continued)

The Company is no longer subject to income tax examinations

for federal income taxes before 2022 or for states before 2021.

Net operating loss carryforwards are subject to examination in the year

they are utilized regardless of whether the tax year in which they are generated has been closed by statute.

The amount subject to disallowance

is limited to the NOL utilized.

Therefore, the Company may be subject to examination for prior NOLs generated as such NOLs are utilized.

generated as such NOLs are utilized.

VENU HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED

DECEMBER 31, 2024 AND 2023

14 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

1 unchanged sentence

Accounts payable

at December 31, 2024 and 2023 was $ 7,283,033 and $ 2,565,460 , respectively, which primarily consisted of payments to vendors for operations

at December 31, 2025 and 2024 were $ 25,129,485 and $ 7,283,033 , respectively, which primarily consisted of payments to vendors for operations

including inventory, marketing, professional services, security, and payments for construction of the Company’s future facilities.

Accrued expenses at December 31, 2024 and 2023 was $ 3,556,819 and $ 698,369 , respectively, which included accruals of the Company utilities,

property taxes, insurance, purchases, and interest.

NOTE 14 – COMMITMENTS AND CONTINGENCIES

From time to time, the Company may become party to litigation and other

claims in the ordinary course of business.

To the extent that such claims and litigation arise, management provides for them if upon the

advice of counsel, losses are determined to be both probable and estimable.

Accrued expenses at December 31, 2025 and 2024 were $ 27,847,751 and $ 3,556,819 , respectively, which included accruals of the Company

utilities, property taxes, construction related vendors, insurance, purchases, and interest.

accrued expenses consists of the following:

OF ACCRUED EXPENSES

General operating expenses

Property and sales taxes

Interest accrued on long-term debt and NNN firesuite liability

Construction costs related to future venues

Total Accrued Expenses

15 – NNN FIRESUITE LIABILITY

2025, the Company entered into arrangements to sell the exclusive use rights to certain luxury concert suites (“Luxe FireSuites”)

to third parties and concurrently lease them back for a 15-year term under a triple-net lease structure.

Under these agreements, the

third-party pays an upfront purchase price for a Luxe FireSuite and the Company (through a subsidiary, as seller-lessee) immediately

leases the suite for its own use for 15 years.

Monthly lease payments to the buyer/lessor are fixed to yield an 11 % annual return on

the purchase price, with a 2 % escalation each year.

The lease is “triple net,” meaning the Company is responsible for all

suite-related operating costs (maintenance, insurance, taxes) over the term.

the end of the 15-year lease term, the buyer/lessor has a one-time option to require the Company to repurchase the Luxe FireSuite rights

at a price equal to 150 % of the original purchase price (“Lessor Sale Option”).

If the buyer/lessor exercises this put option

(which expires at lease end), the Company must buy back the suite rights at the agreed price.

If the buyer/lessor does not exercise the

option, the lease will terminate and the buyer/lessor will retain the ownership of the suite rights going forward (i.e.

the buyer/lessor’s

rights would continue beyond year 15, and the Company would no longer lease the suite).

The repurchase option provides the buyer/lessor

with an annual return on its purchase and, as a result, the Company expects that the option will be exercised in most, if not all, cases.

Company has accounted for these transactions as financing arrangements rather than as a sale.

Because the Company did not transfer control

of the suites, no revenue or gain has been recognized on the upfront cash proceeds.

In substance, the buyer/lessor is providing financing

to the Company, with the Luxe FireSuites as collateral.

Accordingly, at inception the Company continues to carry the Luxe FireSuite assets

on its Consolidated Balance Sheets at their existing carrying amount, and it has recorded the cash proceeds from the buyer/lessor as

a long-term financing liability (reported as “NNN firesuite liability”).

The Company did not derecognize any of its real

estate or equipment as a result of these transactions, since they do not qualify as sales under the applicable accounting guidance.

monthly payments made by the Company under the leaseback are not recorded as rent expense.

These payments represent interest and principal

payments on the financing liability.

The Company recognizes interest expense on the financing liability over the 15-year term at an effective

interest rate that reflects the 11 % initial yield and the annual 2 % escalations, such that the liability will accrete to the 150 % repurchase

price by the end of the term.

HOLDING CORPORATION AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED

31, 2025 AND 2024

15 – NNN FIRESUITE LIABILITY (Continued)

financing liability arising from the Luxe FireSuites transactions is included in the Company’s Consolidated Balance Sheets.

of December 31, 2025 and 2024, the balance of the NNN firesuite liability was $ 31,064,514 and $ 0 , respectively.

This reflects the initial

proceeds of $ 30,789,000 received from buyer/lessor and includes $ 1,327,422 of accreted interest for year ended December 31, 2025.

proceeds were received during the year ended December 31, 2024.

For the year ended December 31, 2025, the Company recognized interest

expense of $ 2,111,395 related to the Luxe FireSuites financing, which is included within Interest Expense in the Consolidated Statements

of Operations.

No interest expense was recognized for the year ended December 31, 2024.

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

SUMMARY OF FUTURE MATURITIES OF LONG TERM DEBT

Total NNN firesuite liability

16 – COMMITMENTS AND CONTINGENCIES

time to time, the Company may become party to litigation and other claims in the ordinary course of business.

To the extent that

such claims and litigation arise, management provides for them if upon the advice of counsel, losses are determined to be both

probable and estimable.

In addition, the Company enters into public private partnerships.

These partnerships, may require the Company to meet construction timelines.

There may be liquidated damage clauses, or other contractual

To the extent that such claims arise, management provides for them if upon the advice of counsel, losses are determined to

be both probable and estimable.

These partnerships, may require the

Company to meet construction timelines.

There may be liquidated damage clauses, etc.

To the extent that such claims arise,

management provides for them if upon the advice of counsel, losses are determined to be both probable and estimable.

17 – SUBSEQUENT EVENTS

Company has evaluated subsequent events through the date of the issuance of the consolidated financial statements as of March 31, 2025,

and identified the following:

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

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.

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

The notes are secured by the Company’s interests in various of its real estate assets, interests, and

Company sold as additional $ 322,448 in beneficial interests under the offering conducted by Notes CS I DST, LLC offering by March

Company sold $ 600,000 of its Venu Income, LLC private equity offering through March 31, 2025.

This offering is designed for pooled ownership

of VENU’s Luxe FireSuites located in McKinney, TX, and Broken Arrow, OK.

Company generated a combined $ 10.4 million in January 2025 and $ 11.2 million in February 2025 of firepit suites membership unit

offerings of Sunset McKinney, Sunset Broken Arrow, and Sunset Hospitality Collection.

In addition, the Company introduced the

financing of membership unit firepit suites in March 2025 for Sunset McKinney and Sunset Broken Arrow, which allows an investor to

purchase a membership unit and acquire rights to fractional ownership via a suite with 25 % down payment on the membership unit and

pay the remaining 75 % of their capital commitment over a 20-year amortization.

On January 13, 2025, the Company purchased shares

of Series A Preferred Stock of FL 101, Inc.

(dba EIGHT Brewing) in consideration for a cash investment of $ 1,999,999.45 .

Company issued 165,000 warrants that vested immediately at $ 12.50 to a consulting firm on February 6, 2025, that can be exercised

into common shares and expires on February 6, 2030 .

In addition, the Company agreed to issue 300,000 warrants (or stock options)

that vested immediately at $ 10 per share to a consultant on March 19, 2025, that expire on March 19, 2030 , and can be exercised into

common shares.

The Company has evaluated subsequent events through

March 31, 2026, and identified the following:

January 5, 2026, the Company and Aramark entered into an amendment to the LOI (the “LOI Amendment”) whereby Aramark agreed

to become the exclusive provider of certain food, beverage, catering, concession, retail, custodial, grounds, and facility maintenance

services (collectively, the “Services”) at two additional Company amphitheaters to be constructed in El Paso, TX and

the greater Houston, TX area beginning upon the date that each facility opens and ending 10 years from the earliest opening date of the

Company’s Broken Arrow, OK or McKinney, TX amphitheaters.

In connection with the LOI Amendment, Aramark committed an additional

equity investment in the Company by purchasing a total of 667

additional shares of Series B Preferred Stock.

the Company agreed to issue (i) 333

shares of Series B Preferred Stock for $ 4.995

million by January 20, 2026, and (ii) 334

shares of Series B Preferred Stock for $ 5.010

million on October 15, 2026.

Company granted 3,000,000

options to the Chairman and CEO of the Company on January 20,

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

subsequent to December 31, 2025.

HOLDING CORPORATION AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED

31, 2025 AND 2024

17 – SUBSEQUENT EVENTS (Continued)

February 3, 2026, the Company entered into an Assignment of Purchase and Sale Agreement with Hall at Centennial, LLC, a subsidiary of

the Company (the “Subsidiary”), and Old Mill, LLC (“Old Mill”).

Following such assignment, on February 3, 2026,

the Subsidiary closed on the purchase of land in Centennial, Colorado (the “Centennial Property”) from Old Mill pursuant

to the Purchase and Sale Agreement.

The purchase price of approximately $ 12,612,000 for the Centennial Property was paid through a combination

of cash and a promissory note in the principal amount of approximately $ 7,758,000 , bearing interest at 4.5 % per annum, made by the Company

in favor of Old Mill.

In connection with the closing of the acquisition, the Subsidiary also entered into a bridge loan (the “Loan”)

evidenced by a promissory note in the principal amount of $ 4,350,000 , which bears interest at 7.75 % per annum and matures in early May

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).

repaid in full in March 2026.

March 8, 2026, the Company completed a public offering of 14,340,000 shares of common stock (“Common Stock”), and pre-funded

warrants to purchase up to 4,410,000 shares of common stock (“Pre-Funded Warrants”), in lieu of shares of common stock, in

each case together with accompanying warrants to purchase up to 18,750,000 shares of common stock (“Common Warrants”).

aggregate public offering price for each share of Common Stock, together with one Common Warrant, was $ 4.00 .

The aggregate public offering

price for each Pre-Funded Warrant, together with one Common Warrant, was $ 3.999 .

The Company also granted the underwriters a 45-day option

to purchase up to an additional 2,812,500 shares of common stock and/or 2,812,500 Pre-Funded Warrants and/or 2,812,500 Common Warrants

to cover any over-allotments in connection with the offering, which the underwriters exercised in full by March 10, 2026.

shares of Common Stock, Pre-Funded Warrants, and accompanying Common Warrants in the offering generated net proceeds to the Company of

approximately $ 80,100,000 million, after deducting the underwriting discounts and commissions and other offering expenses.

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

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

subsequent to December 31, 2025.

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 9A. Controls and Procedures