Venu Holding Corp 10-K

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations You should read the following discussion and analysis of Venu’s financial condition and results of operations together with our audited consolidated financial statements as of and for the fiscal years ended December 31, 2025 and 2024, together with the related notes thereto. Some of the information contained in this discussion and analysis or set forth in the notes to our financial statements, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Please see the section entitled “Cautionary Note Regarding Forward-Looking Statements.” Forward-looking statements may be identified by words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions. Future operating results, however, are impossible to predict, and no guarantee or warranty is to be inferred from those forward-looking statements. MD&A Overview This section presents management’s perspective on the financial condition and results of operations of Venu Holding Corporation. Unless otherwise noted, for purposes of this section, the terms “we,” “us,” “our,” “Company,” and “Venu” refer to Venu Holding Corporation and its consolidated subsidiaries. The following discussion and analysis (this “ MD&A ”) is intended to highlight and supplement data and information presented elsewhere in this Annual Report and should be read in conjunction with our audited consolidated financial statements as of and for the fiscal years ended December 31, 2025 and 2024, together with the related notes thereto. Results for any period or year should not be construed as an inference of what our results would be for any full fiscal year or future period. This MD&A is also intended to provide you with information that will facilitate your understanding of our consolidated financial statements, the changes in key items in those consolidated financial statements from year to year, and the primary factors that accounted for those changes. To the extent that this MD&A describes prior performance, the descriptions relate only to the periods listed, which may not be indicative of our future financial outcomes. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties, and assumptions that could cause results to differ materially from management’s expectations. Factors that could cause such differences are discussed in the sections entitled “Cautionary Note Regarding Forward-Looking Statements” in this Annual Report and “Risk Factors” in our Annual Report. Our MD&A is organized as follows: ● Business Overview — Discussion of our business plan and strategy in order to provide context for the remainder of this MD&A. ● Consolidated Results of Operations — Analysis of our financial results comparing the years ended December 31, 2025 to December 31, 2024. ● Liquidity and Capital Resources — Analysis of changes in our cash flows, and discussion of our financial condition and potential sources of liquidity. ● Significant Accounting Policies and Use of Estimates — Accounting policies that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results and forecasts. 69 Business Overview Business Venu is a Colorado-based hospitality and entertainment corporation that develops, builds, owns, and operates luxury, live-entertainment venue campuses, which consist of music halls, multi-seasonal amphitheaters, restaurants, and bars. As a growing entertainment and hospitality company, we continue to expand our portfolio of indoor and outdoor music venues and entertainment campuses where music, dining, and luxury converge in strategically selected markets. Key Milestones and Recent Developments Our operations to date have enabled us to achieve growth and various milestones including: ● March 2017: Venu was founded as Bourbon Brothers Restaurants, LLC, which converted into Notes Live, Inc. in April 2022 and changed its name to Venu Holding Corporation in September 2024. ● April 2017: Venu opened Bourbon Brothers Smokehouse & Tavern, in Colorado Springs, Colorado. ● March 2019: Venu opened its first live-entertainment, indoor music hall in Colorado Springs, Colorado, now known as “Phil Long Music Hall at Bourbon Brothers.” ● June 2023: Venu entered into an operating agreement with AEG Presents with respect to the operation of Ford Amphitheater, which Venu opened in August 2024. ● June 2023: Venu opened its second Bourbon Brothers venue and its second BBST restaurant in Gainesville, Georgia. ● October 2023: Venu entered into an Economic Development Agreement with the City of Broken Arrow, Oklahoma, pursuant to which the parties are forming a public-private partnership and intend to open The Sunset BA, a 12,500-capacity amphitheater. ● April 2024: Venu and the City of McKinney, Texas, together with the McKinney Economic Development Corporation and the McKinney Community Development Corporation, entered into a Chapter 380, Grant, and Development Agreement, pursuant to which Venu will develop The Sunset McKinney. The Chapter 380, Grant, and Development Agreement was amended in October and December 2024. ● June and July 2024: Venu and the City of El Paso, Texas formed a public-private partnership by entering into a Purchase and Sale Agreement in June 2024 and a Chapter 380 Economic Development Program Agreement in July 2024. Pursuant to the agreements, Venu is acquiring approximately 17 acres of land from the City of El Paso where it will construct and manage The Sunset El Paso, a 12,500-person amphitheater. ● August 2024: Venu opened its first amphitheater, Ford Amphitheater, in Colorado Springs, Colorado, and began hosting live concerts and events at the venue. ● September 2024: Venu legally changed its name from Notes Live, Inc. to Venu Holding Corporation. ● November 2024: Venu closed on the initial public offering of its Common Stock, generating net proceeds to the Company of approximately $12.3 million, and, in connection therewith, the Company’s Common Stock was listed on the NYSE American. ● January 2025: Venu and the City of McKinney, Texas, together with the McKinney Economic Development Corporation, closed on its purchase of an approximately 46-acre tract of land where it is developing The Sunset McKinney. ● February 2025: Venu launched a multi-season venue configuration model, enabling potential year-round operations across upcoming and future amphitheaters in McKinney, TX; El Paso, TX; Webster, TX; and Broken Arrow, OK, which are intended to expand potential new revenue and margin opportunities. 70 ● June 2025: Venu awarded Aramark Sports + Entertainment the contracts for food & beverage concessions, artist and branded venue retail, and facilities management, including custodial and grounds maintenance, cleaning, and engineering services. The multi-venue agreement, will be implemented across three of the Company’s flagship amphitheaters: The Sunset BA in Broken Arrow, Oklahoma; The Sunset McKinney, powered by EIGHT Beer in McKinney, Texas; and Ford Amphitheater in Colorado Springs, Colorado, where Aramark and Venu will expand upon their existing relationship. ● June 2025: Venu broke ground on The Sunset McKinney in McKinney, Texas. ● November 2025: Venu, through its wholly owned subsidiary NLRE, closed on a sale-leaseback transaction on November 5, 2025 with a related party to convey the land owned by PPP that is used for parking at Ford Amphitheater and concurrently lease the property back for a 20-year term under a triple-net lease structure with an option to re-purchase the property within the first three years of the closing date of the sale. ● November 2025: Venu opened its first fine-dining restaurant and bar and lounge, Roth’s Sea & Steak and Brohan’s, on November 8, 2025, in Colorado Springs, Colorado. ● November 2025: Venu broke ground on The Sunset El Paso in El Paso, Texas. ● December 2025: Venu entered into an Operator Agreement with Live Nation Worldwide, Inc. on December 10, 2025 in connection with The Sunset McKinney being developed in McKinney, Texas. ● January 2026: Venu awarded Aramark Sports + Entertainment the contracts for certain food, beverage, catering, concession, retail, custodial, grounds, and facility maintenance services to be provided at two additional Sunset Amphitheater locations to be constructed in El Paso, Texas and the greater Houston, Texas area. ● February 2026: Venu closed on the purchase of land on which BBST and BBP venues will be constructed in Centennial, Colorado. Venue Ownership Venu primarily generates revenue through restaurant operations, event rentals, and hosting concerts and events. Our business involves developing, owning, and operating the following types of venues and entertainment spaces: Music Halls — Music halls are indoor, intimate music and event venues that can accommodate up to approximately 1,400 guests. This venue category includes our Bourbon Brothers Presents venues, which are designed to host approximately 1,400 concertgoers at general admission concerts featuring national-touring artists or to seat between 500 and 700 guests at more intimate events such as concerts featuring tribute bands or dueling pianos, corporate functions, or weddings. Our BBP music halls can be transitioned from one configuration to the next. This operational flexibility is intended to maximize our event-rental opportunities by expanding the types of events we can host while minimizing the time it takes to stage one event to the next, allowing us, for example, to host a concert one night and a wedding the following afternoon. Amphitheaters — Amphitheaters are venues that accommodate between 8,000 and 20,000 concertgoers. Amphitheaters are designed with special acoustics, premium seat packages, and luxurious suites intended to amplify guests’ music and entertainment experiences. Our first amphitheater venue was the Ford Amphitheater in Colorado Springs, Colorado, which is an open-air, 8,000-person venue. In addition to lawn and stadium-style seating that allows us to offer tickets at an array of price points, Ford Amphitheater has Luxe FireSuites that deliver premium hospitality and a more luxurious, personalized concert experience. Ford Amphitheater, which opened in August 2024, is designed with 92 VIP Luxe FireSuites , accommodating a total of 736 VIP guests. Ford Amphitheater primarily hosts concerts from April through October each year. The amphitheaters planned for development in Oklahoma and Texas will also have Luxe FireSuites and will host multi-seasonal events. 71 Restaurants — Bourbon Brothers Smokehouse & Tavern is Venu’s flagship, full-service restaurant concept. BBST serves American classics and Southern staples out of a scratch kitchen, accompanied by a selection of rare bourbons, ryes, whiskies, and local craft beers. Venu develops its BBST restaurants and BBP music halls in close proximity to one another, which allows BBST to serve as the exclusive caterer for BBP events. Fine Dining, Hospitality, and Entertainment Campuses — In June 2025, Venu opened Roth’s Sea & Steak, a fine-dining restaurant in a mixed-use development adjacent to Ford Amphitheater, for exterior concert seating. In November 2025, Venu opened the restaurant operations of Roth’s Sea & Steak. Framing either side of Roth’s will be two configurable hospitality spaces to be used for hosting corporate events, weddings, trade shows, conventions, and other events. Above Roth’s and in between the Notes Hospitality Collection spaces is a “top-shelf” bar and lounge called Brohan’s, which opened in November 2025 and offers unobstructed views of the surrounding area that Venu intends to monetize during marquee shows at Ford Amphitheater. The following table summarizes the types of venues we are operating or otherwise in development and / or planning to develop, describing each by venue type, location, expected opening date, and current status. Venue Type Location Current Status* Music Halls BBP CO Colorado Springs, CO Opened in March 2019 BBP GA Gainesville, GA Opened in June 2023 BBP Centennial Centennial, CO Expected to open early to mid-2027** Multi-Seasonal Amphitheaters Ford Amphitheater Colorado Springs, CO Opened in August 2024 The Sunset BA Broken Arrow, OK Expected to open in Fall 2026 The Sunset McKinney McKinney, TX Expected to open in Q1 2027 The Sunset El Paso El Paso, TX Expected to open in Fall 2027 The Sunset Houston Greater Houston area, TX Expected to open in Fall 2027 or early 2028*** Restaurants BBST CO Colorado Springs, CO Opened in April 2017 BBST GA Gainesville, GA Opened in June 2023 BBST Centennial Centennial, CO Expected to open early to mid-2027** Fine Dining & Hospitality Collection Notes Hospitality Collection Colorado Springs, CO Opened in June 2025 Roth’s Sea Steak Colorado Springs, CO Opened in November 2025 Bars Brohan’s Colorado Springs, CO Opened in November 2025 * Projected opening dates are based on Venu’s best estimates but are subject to change. ** Venu is under contract to purchase and refurbish a music hall in the Denver metropolitan area. *** Venu has entered into a term sheet with the City of Webster and the Webster Economic Development Corporation with respect to the development of amphitheater in the City of Webster. The parties are negotiating a development agreement. 72 Business Segment Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. Our chief operating decision maker assesses our operations and manages the business in one segment. The net operating loss for December 31, 2025 and 2024, was $46.1 million and $27.4 million, respectively. In November 2023, the Financial Accounting Standards Board (“ FASB ”) issued Accounting Standards Update (“ ASU ”) 2023-07, “ Segment Reporting (Topic 280): 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. The expanded 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. We consider our restaurant and event center operations as similar, in close proximity, and have aggregated them into a single reportable segment. Revenue from our customers is primarily derived from food and beverage (“ F&B ”) services (our “ Restaurant Operations ”) with a portion being served contemporaneously with live entertainment during the events and concerts that we promote and host (our “ Event Operations ”) at the event center and amphitheaters, in addition to the revenues generated by venue rentals and sponsorships at the event centers and amphitheaters. Event Operations. The Event Operations portion of our business involves the promotion of live music and events in our owned or operated venues, the operation and management of our venues, the creation of content from concerts and events hosted in our venues, and the provision of management and other services to artists. In 2023, we promoted and held 231 live music and other events at our two music halls, BBP CO, operating in Colorado Springs, Colorado, and BBP GA, which opened in June 2023 and operates in Gainesville, Georgia. In 2024, we promoted and held 101 events at BBP CO, 138 events at BBP GA, and 201 events at “Notes Eatery,” Venu’s newest live music and restaurant concept, which originally opened as “Notes” bar before expanding to the full restaurant, Notes Eatery, in May 2024. In 2025, we promoted and held 98 events at BBP CO, 129 events at BBP GA, and 16 events at Notes Eatery prior to its closure on July 18, 2025. Our Event Operations business generated $4,912,513 or 27% of our total revenue during 2025, and $5,346,120 or 30%, of our total revenue during 2024. The 8% decrease of $433,607 in revenue generated from 2024 to 2025 was primarily attributable to weaker venue rentals at BBP CO in 2025. Within our Events Operations, we generate revenues through: (i) ticket sales and fees on tickets sold directly by us or through the ticketing business that we contract with for our events; (ii) fees collected on tickets sold by other third-party platforms, such as convenience and order-processing fees and service charges; (iii) venue rentals, which occur for a variety of corporate and personal events; (iv) pre-selling naming rights to our live-entertainment venues by partnering with industry-leading brands under naming-rights agreements; and (v) sponsorship sales, which allow brands to advertise at our venues by showcasing their names and logos on a variety of sponsorship inventory curated for each of our venues and at each event we promote and host. 73 Restaurant Operations. Revenues generated through restaurant operations included F&B sales at our BBST restaurants, Roth’s Sea & Steak, and Notes bar (known as Notes Eatery). F&B sales include all revenues recognized with respect to stand-alone F&B sales, along with F&B sales at BBP CO and BBP GA. Our Restaurant Operations business generated $9,773,696, or 55%, of our total revenue during 2025 with Roth’s Sea & Steak opening November of 2025. In 2024, our Restaurant Operations business generated $10,828,972, or 61% of our total revenue. The 10% decrease of $1,055,276 in revenue generated from Restaurant Operations from 2024 to 2025 was primarily due to the closure of the Notes Eatery restaurant in Colorado in July 2025 and softer overall F&B sales at BBST CO. Amphitheater Operations . The Amphitheater Operations began generating revenue in the third quarter of 2024 with the opening of Ford Amphitheater. Through a subsidiary, we have entered into an agreement with AEG Presents-Rocky Mountains, LLC, a subsidiary of the Anschutz Entertainment Group and a major music and entertainment events presenter, to operate Ford Amphitheater in Colorado Springs, Colorado. Within our Amphitheater Operations, we pre-sell naming rights to our amphitheater by partnering with industry-leading brands under naming-rights agreements. At the Ford Amphitheater, we generate net profits that are split with AEG Presents through: (i) ticket sales, fees, and rebates on tickets for concerts and events held at Ford Amphitheater; (ii) parking fees; (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, and other operating costs within our net amphitheater revenue recognition from AEG Presents. For future amphitheater locations we expect to open, we anticipate entering into contractual arrangements with third-party operators having terms similar to those in our agreement with AEG Presents. Our Amphitheater Operations generated net profits over a full season of 28 shows of $3,210,837 or 18% of our total revenue during 2025. In 2024, our Amphitheater Operations generated net profits over a partial season of 20 shows of $1,659,291, or 9% of our total revenue during 2024. The 94% increase of $1,551,546 in revenue generated from Amphitheater Operations is primarily due to Ford Amphitheater being open for a full concert season from April to October in 2025 compared to only being open from August to October in 2024, and increased sponsorships received. The Company anticipates this amphitheater revenue to continue to grow in 2026 as the Ford Amphitheater is expected to grow its number of shows and average ticket price per show sold per show year over year. Financial Private Equity Offerings Since our formation in 2017, we have funded our operations, in part, through proceeds from private sales of our equity and debt securities. We anticipate raising additional cash through the private sales of membership interests in certain of our subsidiary entities (including interests in our Luxe FireSuites) at our amphitheater locations, collaborative arrangements such as owner’s clubs, or a combination thereof, to continue to fund our construction of venues. There is no assurance that any such collaborative arrangement will be entered into or that financing will be available to us when needed in order to allow us to continue our operations, or if available, on terms acceptable to us. If we do not raise sufficient funds in a timely manner, we may be forced to curtail operations or revise the timeline of our business plan. Initial Public Offering In November 2024, we completed our initial public offering (the “ Offering ”) of 1,200,000 shares Common Stock at a public offering price of $10.00 per share, generating gross proceeds of $12,000,000. We also granted the underwriters a 45-day option to purchase up to 180,000 additional shares of Common Stock on the same terms and conditions for the purpose of covering any over-allotments in connection with the Offering, which the underwriters exercised on November 29, 2024. We received net proceeds of approximately $12.3 million from the Offering, after deducting underwriting discounts and commissions and other offering expenses. Registered Equity Offerings On August 26, 2025, we completed a public offering of 2,500,000 shares of the Common Stock, at a price to the public of $12.00 per share, generating gross proceeds of $30,000,000. We also granted the underwriters a 45-day option to purchase up to 375,000 additional shares of Common Stock, representing 15% of the shares of Common Stock sold in the offering, on the same terms and conditions for the purpose of covering any over-allotments in connection with the Offering. The underwriters exercised this option in full on August 27, 2026 to purchase 375,000 additional shares of Common Stock. We received net proceeds of approximately $32.0 million, after deducting the underwriting discounts and commissions and other offering expenses. On March 8, 2026, we completed a public offering of 14,340,000 shares of Common Stock, and pre-funded warrants to purchase up to 4,410,000 shares of Common Stock (“ Pre-Funded Warrants ”), in lieu of shares of Common Stock, in each case together with accompanying warrants to purchase up to 18,750,000 shares of Common Stock (“ Common Warrants ”). The aggregate public offering price for each share of Common Stock, together with one Common Warrant, is $4.00. The aggregate public offering price for each Pre-Funded Warrant, together with one Common Warrant, is $3.999. The closing of the offering took place on March 10, 2026. We also granted the underwriters a 45-day option to purchase up to an additional 2,812,500 shares of Common Stock and/or 2,812,500 Pre-Funded Warrants and/or 2,812,500 Common Warrants to cover any over-allotments in connection with the offering. On March 9, 2026, the underwriters partially exercised the over-allotment option to purchase 2,812,500 Common Warrants at a purchase price of $0.0093 per Common Warrant. We received net proceeds of approximately $69.8 million, after deducting the underwriting discounts and commissions and other offering expenses. 74 Overview of Year-to-Year Financial Comparison For the years ended December 31, 2025 and 2024: ● We generated total revenue of $17,897,046 and $17,834,383, respectively, representing year-over-year growth of $62,663 or approximately 0.3%; ● We had a net loss of $50,781,223 and $32,948,973, respectively, representing a year-over-year increase in net loss of $17,832,249 or approximately 54%; ● Our net cash provided by operating activities was $7,649,200 and $3,757,717, respectively, representing year-over-year increase in cash provided by operating activities of $3,891,483 or approximately 104%; ● Our net cash used in investing activities was $(133,432,522) and $(72,409,565), respectively, representing year-over-year increase in cash used in investing activities of $61,022,957 or approximately 84%; and ● Our net cash provided by financing activities was $129,120,226 and $86,420,198, respectively, representing year-over-year increase in cash provided by financing activities of $42,700,028 or approximately 49%. Consolidated Results of Operations Comparison of the Years Ended December 31, 2025 and 2024 Our results of operations have varied significantly from year to year and may vary significantly in the future. The following table sets forth our results of operations for the years ended December 31, 2025 and 2024, respectively. Ford Amphitheater in Colorado Springs opened August 9, 2024. A fine-dining restaurant, Roth’s Sea & Steak, and a rooftop bar, Brohan’s, opened for restaurant and bar operations in November 2025, and premier event rental space and suites known as Notes Hospitality Collection surrounding that development opened in June 2025. Roth’s opened for exterior concert seating in June 2025, which, along with seating from Notes Hospitality Collection, opened an additional 1,200 seats for viewing concerts at Ford Amphitheater. Even though this amphitheater had a shortened 2024 season, it positively impacted Venu’s financial performance in 2024. For the years ended December 31, 2025 2024 $ Change % Change Revenues Restaurant including food and beverage revenue, net $ 9,773,696 $ 10,828,972 $ (1,055,276 ) -10 % Event center ticket and fees revenue, net 6,045,286 4,648,478 1,396,808 30 % Rental and sponsorship revenue, net 2,078,064 2,356,933 (278,869 ) -12 % Total revenues, net $ 17,897,046 $ 17,834,383 $ 62,663 0 % Operating costs Food and beverage 2,379,204 2,409,133 (29,929 ) -1 % Event center 3,575,159 2,554,606 1,020,553 40 % Labor 4,658,088 4,383,505 274,583 6 % Rent 1,838,238 1,361,787 476,451 35 % General and administrative 36,954,414 18,832,115 18,122,299 96 % Equity compensation 15,345,687 12,015,133 3,330,554 28 % Depreciation and amortization 6,177,692 3,656,229 2,521,463 69 % Total operating costs $ 70,928,482 $ 45,212,508 $ 25,715,974 57 % Gain on sale of property ($6,608,315 gain from related party transaction) 6,896,983 - 6,896,983 100 % Loss from operations $ (46,134,453 ) $ (27,378,125 ) $ (18,756,328 ) 69 % Other income (expense), net Interest expense, net (4,582,602 ) (3,201,230 ) (1,381,372 ) 43 % Other expense (199,168 ) (2,500,006 ) 2,300,838 -92 % Other income 135,000 130,387 4,613 4 % Total other income (expense), net (4,646,770 ) (5,570,849 ) 924,079 -17 % Net loss $ (50,781,223 ) $ (32,948,974 ) $ (17,832,249 ) 54 % Net loss attributable to non-controlling interests (6,687,501 ) (2,609,219 ) (4,078,282 ) 156 % Net loss attributable to Venu (44,093,722 ) (30,339,755 ) (13,753,967 ) 45 % Preferred stock dividend 223,875 - 223,875 100 % Net loss attributable to common stockholders $ (44,317,597 ) $ (30,339,755 ) $ (13,977,842 ) 46 % 75 Revenue Total revenues increased $62,663 during the year ended December 31, 2025, as compared to the prior year. As components of our single reportable business segment, revenues generated from our “Event center ticket and fees” component increased $1,396,808 during the year ended December 31, 2025, as compared to the prior year. With respect to the increase in revenue generated during 2025 compared to 2024, the increase was primarily attributable to the opening of Ford Amphitheater for a full concert season and holding 28 events from April to October in 2025 compared to only being open for a partial concert season and holding 20 events from August to October in 2024. This was the primary factor that contributed to the increase in our event center ticket and fee revenue during the 2025 period, as well as the increase in our sponsorship revenue through our sponsorship agreement for that venue. The opening of Notes Hospitality Collection in June 2025, which offers 1,200 additions to seating to view concerts and shows at Ford Amphitheater, also contributed to the increase in event center ticket and fee revenue during 2025, as well as the increase in our sponsorship revenue as we started recognizing the long-term licensing liability associated with prepaid club memberships for fire pit suites. Operating Expenses Food and Beverage Costs. Our F&B costs decreased $29,929 during the year ended December 31, 2025, as compared to the prior year. This was primarily driven by a decrease in sales volumes. Event Center Costs. The costs attributed to our event centers increased $1,020,553 during the year ended December 31, 2025, as compared to the prior year. This was primarily due to increase in talent costs of operating our BBP venues in Gainesville, Georgia and Colorado Springs, Colorado, increase in security and parking costs for opening of Ford Amphitheater for a full concert season. Labor Costs. Our labor costs increased $274,583 during the year ended December 31, 2025, as compared to the prior year, primarily due to increases in headcount and minimum wages. Rent Costs. Our rent costs increased $476,451 during the year ended December 31, 2025, as compared to the prior year, primarily due to increases in annual base rents, property taxes, and insurance expenses over several locations and an additional corporate leased space in McKinney, Texas and leased parking lot in Colorado Springs, Colorado. General and administrative. Our general and administrative expenses increased $18,122,299 during the year ended December 31, 2025 as compared to the prior year, representing approximately 70% of our increases in expenses during 2025 compared to 2024, due to the Company’s expansion efforts into additional municipalities, pre-opening expenses for SHC, Roth’s Sea and Steak and Brohan’s, and increased sales of interests in our fire suites with increased associated costs. These expansion plans require increased travel, business development, staff recruitment and development of such staff, along with compensation, legal, auditing, tax, marketing, other professional services, and general working capital expenses. The Company anticipates these costs to continue to increase period over period as the Company expands its teams into new markets, continues construction of its entertainment campuses and anticipates growth of its balance sheet over the next several years. Equity compensation . Our equity compensation increased $3,330,554 during the year ended December 31, 2025 as compared to the prior year due to various equity awards granted during the period to employees, consultants and service providers, and 2.5 million options granted in January 2025 to the Chairman & CEO of Venu and a related party regarding their personal guaranty of the McKinney purchase of land. Depreciation and Amortization Costs. Our depreciation and amortization costs increased $2,521,463 during the year ended December 31, 2025 as compared to the prior year. Management primarily attributes our increase in depreciation and amortization costs during 2025 compared to 2024 to a significant increase in assets purchased in 2025 that did not receive depreciation in prior periods. 76 Gain on sale of property The gain on sale of property related to a real estate purchase and sale agreement with a related party to convey the land owned used for parking by Sunset Operations, which yielded an approximate $6,600,000 net gain, and sale of land owned by 13141 BP of approximately $289,000. Interest Expense, net Our interest expense, net increased $1,381,372 during the year ended December 31, 2025 as compared to the prior year. The increase was primarily attributable to the issuance of convertible promissory notes in the first two quarters of 2025, additional borrowings on long-term debt and obligations owed to our triple net lease interest holders and related lease agreements in the second and third quarters of 2025, which increased interest expense and amortization of debt discount fees in 2025. Other Expense Other expense decreased $2,300,838 during the year ended December 31, 2025 as compared to the prior year. The decrease was primarily due to expenses that occurred in 2024 that were not present in 2025 that related to a financing expense the Company recognized on a convertible promissory note issued in January 2024 (being the note issued to KWO described in this Annual Report). Other Income Other income was consistent during the year ended December 31, 2025 as compared to the prior year. Roth Industries, LLC (“ Roth Industries ”), a related party, pays Venu licensing fees pursuant to a license granted by Venu to Roth Industries to use the trademark, tradename, and likeness of the Bourbon Brothers brand, which Venu exclusively owns, on packaged and prepared food products sold in retail grocery stores and other retail outlets where food products are sold. The licensing fee paid by Roth Industries to Venu is in the form of a royalty equal to $2,500 per week which did not change from 2024 to 2025. JW Roth, Venu’s Chairman, CEO, and founder and a principal shareholder of Venu, 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. Ms. Atkinson and Mr. Cominsky each own less than a 1% membership interest in Roth Industries. Factors that May Influence Future Results of Operations Impact of Macroeconomic Conditions We continue to monitor the impact of macroeconomic conditions, including inflationary pressure, potential for recession, instability of capital markets, consumer-spending habits, costs of goods, changes to fiscal and monetary policies, interest rate fluctuations, access to capital, the favorability of lending terms, prolonged supply-chain constraints, and geopolitical trends, on all aspects of our business, including how those factors may impact our operations, workforce, suppliers, ability to raise additional capital to fund operating and capital expenditures, sales, and profitability. The extent of the impact of these factors on our business will depend on future developments that are highly uncertain and cannot be confidently predicted at this time. To date, these factors have not had a material impact to our results of our operations or development efforts. However, if macroeconomic conditions deteriorate or there are unforeseen developments, our results of operations, financial condition, and cash flows may be adversely affected. 77 Inflation We continue to monitor the impacts of inflation on our business and will continue to proactively seek cost-saving measures, negotiate with municipalities to purchase land without being burdened by increased borrowing costs and unfavorable lending terms. Liquidity and Capital Resources The Company has devoted substantially all of its efforts to developing its business plan to market expansion, growing its staff, raising capital, opening and operating our restaurants and event venues in Colorado and Georgia and planning venues in new markets, such as Oklahoma and Texas, and exploring additional markets, while closing on its initial public offering that closed on November 29, 2024. While our primary focus is building venues in these additional markets, its secondary focus is the development of venues in other prospective markets. While we undergo the construction of these venues during the remainder of 2025 and 2026 in Colorado, Oklahoma and Texas, we do not anticipate operational profits until we open and operate additional venues. We had an accumulated deficit of $91,454,930 and $47,361,208 as of December 31, 2025 and 2024, respectively, and generated cash flows provided by operations of $7,649,200 and $3,757,717 during the years ended December 31, 2025 and 2024, respectively. The Company believes the majority of net loss in the 2025 period was largely due to our efforts to continue to implement our business plan, grow our staff, raise capital, plan venues in new markets, such as Oklahoma and Texas, along with the issuance of equity-based compensation for non-cash financing purposes. In addition, the Company grew its property and equipment, net, to $305,947,277 as of December 31, 2025 compared to $137,215,936 as of December 31, 2024, which represents a year-over-year increase of $168,731,341 or 123%. The Company believes that cash on hand, the improved profitability over the next twelve months from the operating entities in Colorado Springs, Colorado and Gainesville, Georgia, along with full season of operations of Ford Amphitheater in 2026 will allow the Company to continue its business operations. The opening of Roth’s Sea & Steak in November 2025, with potential additional equity and debt financing over the next twelve months, including the issuance of shares of our Series B Preferred Stock and Common Stock will allow the Company to continue its business operations. However, there is no guarantee that the Company will be able to implement these plans as laid out above. On January 17, 2024, the Company entered into a convertible promissory note (the “ Note ”) with KWO, LLC (“ KWO ”), which accrues interest at 8.75% per annum, for draws to occur from March 2024 to May 2024. At any time during the period commencing June 1, 2024 and continuing until the date on which the Note is paid in full, KWO could convert the outstanding obligations under the Note into shares of the Company’s Common Stock of equivalent value, and the shares would be deemed to have a fixed value of $10 per share. On June 3, 2025, KWO delivered a notice of its election to convert all amounts owed to KWO under the Note into shares of Common Stock. A total of 1,007,292 shares of Common Stock were delivered to KWO in full satisfaction of amounts owed to KWO under the Note. KWO released its security interest in the Company’s real property assets that served as collateral for the loan. On 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 ”). On May 13, 2025, the Company (through a wholly owned subsidiary) acquired an approximately 20-acre tract of land where it will develop The Sunset Amphitheater in El Paso, Texas pursuant to the Definitive El Paso Agreements. Under the Definitive El Paso Agreements, the City of El Paso provided various incentives to the Company related to the development of The Sunset El Paso including contributing cash towards Venu’s development costs by issuing an eight-year, no-interest, forgivable loan to Venu (the “ El Paso Loan ”) in the principal amount of $8,000,000 funded by the Texas Economic Development Fund. If the Company completes construction of The Sunset El Paso within 36 months from the date Venu receives all government authorizations required to develop and construct the amphitheater (such process, “ Entitlement ”) and hosts a minimum of 25 events per year at The Sunset El Paso in years 3-5 of the rebate period, the El Paso Loan will be forgiven. 78 On 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 Loan ”). The Construction Loan accrues interest at 8.50% and has a term of seventy months, maturing on March 27, 2031 (the “ Maturity Date ”). Beginning on the closing date, and continuing until no later than May 27, 2026 (the “ Draw Period ”), assuming that there has not been an “Event of Default” (as defined in the Credit Agreement) and that the Company has complied with all requirements under the documents and agreements governing the Construction Loan, the Company may from time-to-time request advances under the Construction Loan not to exceed an aggregate amount of $6.0 million. Obligations under the Construction Loan are secured under, and by, a deed of trust, various assets of the Company pledged pursuant to a security agreement, together with an assignment of leases and rents, and personal guaranties extended by certain Company affiliates. The balances at December 31, 2025 and 2024 were $5,937,119 and $0, respectively. This mortgage is collateralized by the SHC land and buildings. This mortgage is personally guaranteed by JW Roth, the Company’s Chairman and CEO. During the year ended December 31, 2025, the Company issued a series of convertible promissory notes having the same terms: ● The Company issued a $6,000,000 principal amount convertible promissory note on February 28, 2025, with a maturity date three years from the date of issuance. The interest rate is 12% per annum and paid quarterly in cash or shares of the Company’s Common Stock at the conversion price. The conversion price is 100% of the average daily closing sale price of the Company’s Common Stock during the 10 consecutive trading days immediately prior to the applicable payment date. The lender also issued a warrant that is exercisable to acquire 300,000 shares of Common Stock at an exercise price of $12.50 per share. ● On April 4, 2025, the Company issued two convertible promissory notes having an aggregate principal amount of $6,000,000, with a maturity date three years from the date of issuance. The interest rate is 12% per annum and paid quarterly in cash or shares of the Company’s Common Stock at the conversion price. The conversion price is 100% of the average daily closing sale price of the Company’s Common Stock during the 10 consecutive trading days immediately prior to the applicable payment date. The lenders were issued warrants that, in the aggregate, are exercisable to acquire 300,000 shares of Common Stock at an exercise price of $12.50 per share. ● On May 6, 2025, the Company issued two convertible promissory notes having an aggregate principal amount of $6,000,000, with a maturity date three years from the date of issuance. The interest rate is 12% per annum and paid quarterly in cash or shares of the Company’s Common Stock at the conversion price. The conversion price is 100% of the average daily closing sale price of the Company’s Common Stock during the 10 consecutive trading days immediately prior to the applicable payment date. The lenders were issued warrants that, in the aggregate, are exercisable to acquire 300,000 shares of Common Stock at an exercise price of $12.50 per share. On June 22, 2025, the Company issued 1,542,367 shares of Common Stock in full satisfaction of $15,000,000 principal and $423,667 accrued interest, representing a conversion price of $10 per share of Common Stock, due under certain convertible promissory notes. On July 22, 2025, the Company issued 103,667 shares of Common Stock upon conversion of a secured promissory note to satisfy 50% of the outstanding obligations owed thereunder. As of December 31, 2025, a total of $2,000,000 in principal amount of these convertible promissory notes remained outstanding. On February 3, 2026, the Company entered into an Assignment of Purchase and Sale Agreement with Hall at Centennial LLC, a subsidiary of the Company (“ Hall at Centennial ”), and Old Mill, LLC (“ Old Mill ”), which is partially owned by a Board member of the Company. Following such assignment, on February 3, 2026, Hall at Centennial closed on the purchase of land in Centennial, Colorado (the “ Centennial Property ”) from Old Mill pursuant to the Purchase and Sale Agreement. The purchase price of approximately $12,612,000 for the Centennial Property was paid through a combination of cash and a promissory note in the principal amount of approximately $7,758,000, bearing interest at 4.5% per annum, made by the Company in favor of Old Mill. In connection with the closing of the acquisition, Hall at Centennial also entered into a bridge loan (the “ Loan ”) evidenced by a promissory note in the principal amount of $4,350,000, which bears interest at 7.75% per annum and matures in early May 2026. The proceeds of the Loan were used to satisfy the cash closing delivery obligation for the acquisition of the Centennial Property (as well as to pay off Old Mill’s existing loan secured by the Centennial Property and certain outstanding taxes). The Loan is secured by a Deed of Trust on the Centennial Property that grants the lender a first-priority lien. The Loan is also guaranteed by the Company and personally guaranteed by JW Roth, the Company’s Chairman and CEO. On March 11, 2026, the principal amount of the bridge loan in the amount of $4,350,000, including accrued but unpaid interest, was fully repaid. 79 Cash Flows The following information reflects cash flows for the years presented: Years Ended December 31, 2025 2024 Cash and cash equivalents at beginning of year $ 37,969,454 $ 20,201,104 Net cash provided by operating activities 7,649,200 3,757,717 Net cash used in investing activities (133,432,522 ) (72,409,565 ) Net cash provided by financing activities 129,120,226 86,420,198 Cash and cash equivalents at end of year $ 41,306,358 $ 37,969,454 Net Cash Provided by Operating Activities Net cash provided by operating activities was $7,649,200 and $3,757,717 during the years ended December 31, 2025 and 2024, respectively. The increase of $3,891,483 in cash provided during 2025 compared to 2024 was primarily attributable to the increases in equity based compensation, accounts payable, accrued expenses, and deferred revenue. Net Cash Used in Investing Activities Net cash used in investing activities was $133,432,522 and $72,409,565 during the years ended December 31, 2025 and 2024, respectively. The increase of $61,022,957 in cash used during 2025 compared to 2024 was primarily attributable to the increase in the purchase of property and equipment and investment in EIGHT Brewing, which were offset by proceeds from the sale of 13141 BP and the PPP lot and improvements. Net Cash Provided by Financing Activities Net cash provided by financing activities was $129,120,226 and $86,420,198 during the years ended December 31, 2025 and 2024, respectively. The increase of $42,700,028 in cash provided during 2025 compared to 2024 was primarily attributable to the receipt of convertible promissory notes, proceeds from sale of Luxe FireSuites, issuance of contingently redeemable convertible cumulative Series B Preferred Stock and sale of subsidiary equity, which were offset by decreases in proceeds from municipality promissory note and issuance of shares of Common Stock in the IPO issued. Significant Accounting Policies and Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make significant judgments and estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Management bases these significant judgments and estimates on historical experience and other assumptions it believes to be reasonable based on information presently available. Actual results could differ from those estimates under different assumptions, judgments, or conditions. Significant estimates made by management include, but are not limited to: economic lives of leased assets; impairment assessment of long-lived assets; depreciable lives of property, plant, and equipment; useful lives of intangible assets; accruals for contingencies including tax contingencies; valuation allowances for deferred income-tax assets; estimates of fair value of identifiable assets and liabilities acquired in business combinations; and estimates of fair value used in the private stock valuations used for equity-based compensation and warrants. We consider the following accounting policies to be critical because of their complexity and the high degree of judgment involved in maintaining them. Revenue Recognition We recognize revenue in accordance with the Financial Accounting Standards Board Accounting Standards Codification (“ ASC ”) 606, Revenue from Contracts with Customers , which requires us to allocate the transaction price received from our customers to separate and distinct performance obligations and to recognize revenue upon the satisfaction of our performance obligations. We recognize revenue from our sale to customers of F&B products at our restaurants when the F&B products are transferred to the customer. We recognize revenue from the rental of our venues and from tickets and related fees for concerts or shows performed at our venues when the event, concert, or show occurs. We recognize naming rights and sponsorship revenue over the life of the naming rights and sponsorship agreements. 80 We record amounts collected prior to the event as deferred revenue until the event occurs. We record amounts collected from our sponsorship agreements, which do not relate to a single event, as deferred revenue and recognize those amounts over the term of the agreements as the sponsorship benefits are provided to our sponsors. As of December 31, 2025 and 2024, our deferred revenue totaled $1,542,564 and $1,528,159, respectively. The Company contracted with AEG Presents, a subsidiary of AEG and a major music and entertainment events presenter, to operate Ford Amphitheater in Colorado Springs, Colorado, which opened in August 2024. Within our Amphitheater Operations, we pre-sell naming rights to our amphitheater by partnering with industry-leading brands under naming-rights agreements. We generate net profits that are split with AEG Presents through: (i) ticket sales, fees and rebates on tickets for concerts and events held at Ford Amphitheater; (ii) parking fees; (iii) venue rentals, which may occur for a variety of corporate and personal events; (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. within our net amphitheater revenue recognition from AEG Presents. Investments in Related Parties We have non-controlling interest investments in related parties. We account for certain of our investments in related parties using a practical expedient to measure those investments that do not have a readily determinable fair value in accordance with ASC 321, Investments — Equity Securities ; ASC 325, Investments — Other ; ASC 810, Consolidation ; and ASC 820, Fair Value Measurement . Our investments in related parties are initially recognized at cost, and any income or loss resulting from such investments are recognized on our Consolidated Statements of Operations, net of operating expenses. The carrying value of our related-party investments are assessed for indicators or impairment at each balance-sheet date, such that each investment is derecognized upon the sale or impairment of our interest in the investment. See “Non-controlling Interest and Variable Interest Entities” for further discussions of the entities that are majority-owned subsidiaries and variable interest entities. Investments for which the Company exercises significant influence but does not have control are accounted for under the equity method. The Company owns 526,166 class B non-voting units or 1.2% of Roth Industries, of which JW Roth, the founder and Chairman, is Venu’s Chairman and Chief Executive Officer. Our officers and directors are also minority equity owners of Roth Industries. We currently account for our investment in Roth Industries using ASC 325, Investments — Other , under the cost method. The Company invested in Culinova, Inc. (formerly known as Innovate CPG, Inc.) for a total 526,166 shares (and paid a total purchase price of $5,261.66) in May 2025. As an equity holder of Roth Industries, the Company was afforded the right to acquire shares of Culinova, Inc. Venu’s Chairman and Chief Executive Officer is a director of Culinova, Inc. and Mitchell Roth, a director of Venu, is Culinova’s Chairman and CEO. Additionally, Heather Atkinson, an officer and director of Venu, is also a shareholder of Culinova, Inc. and serves as a director. Furthermore, Mr. Cominsky, a director of Venu, is a shareholder in Culinova, Inc. Ms. Atkinson and Mr. Cominsky each own less than a 1% interest in Culinova, Inc. We currently account for our investment in Culinova, Inc. using ASC 325, Investments — Other , under the cost method. Leases We account for our leases in accordance with ASC 842, Leases , pursuant to which our leases are classified as either operating or financing leases and recorded in our Consolidated Balance Sheets as both a right-of-use asset and lease liability, calculated by discounting fixed lease payments over the lease term, including any renewal options that are likely to be exercised, at the rate set forth or implied in the lease. In calculating the right-of-use asset and lease liability, we elect to combine lease and non-lease components as permitted under ASC 842. As an accounting-policy election, we exclude short-term leases having initial terms of 12 months or less and expense payments on those short-term leases as they are made. Business Combinations On June 26, 2024, Notes Live Real Estate, LLC, a wholly owned subsidiary of Venu, purchased 100% of the membership units of 13141 BP, LLC from its members for an aggregate purchase price of $2,761,000, which Venu paid to the members on a pro-rata basis through the issuance of 276,100 shares of Common Stock, valued at their current fair market value of $10.00 per share. 81 Warrants and Stock Options During the year ended December 31, 2025, we granted a total of 4,824,250 warrants and stock options, consisting of (i) an aggregate of 2,500,000 options granted to JW Roth and Kevin O’Neil in exchange for their agreement to serve as personal guarantors of the promissory note issued by the Company at the closing of the Company’s purchase of real property in McKinney, Texas; (ii) 900,000 warrants issued to investors as part of the convertible promissory note offering; (iii) 608,750 warrants and options issued for contributed services; and (iv) 815,500 stock options to employees and directors. As of December 31, 2025, there was a total of 7,456,264 warrants exercisable with an aggregate intrinsic value of $12,303,982. For the total of 9,752,617 warrants and options outstanding as of December 31, 2025, the aggregate intrinsic value was $14,329,214. 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 options included as a charge to operating expenses in the Consolidated Statements of Operations was $15,345,687 for the year ended December 31, 2025. The cost is to be recognized over a weighted-average period of 4.22 years. As of December 31, 2024, there was $7,355,813 of unrecognized compensation cost related to non-vested warrants. The equity-based compensation cost, related to warrants included as a charge to operating expenses in the condensed Consolidated Statements of Operations, was $12,015,133 as of December 31, 2024. The cost is expected to be recognized over a weighted-average period of 5.04 years. Non-controlling Interest and Variable Interest Entities The non-controlling interest (“ NCI ”) represents capital contributions and distributions, income and loss attributable to the owners of less than wholly owned consolidated entities and are reported in equity. NCIs are evaluated by the Company and are shown as permanent equity. Net income (loss) attributable to NCIs reflects the portion of the net income (loss) of consolidated entities applicable to the NCI shareholders in the accompanying Condensed Consolidated Statements of Operations. The net income (loss) attributable to NCIs is classified 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 unconsolidated entities in order to determine if they qualify as variable interest entities (“ VIEs ”). The Company monitors these investments and, to the extent it has determined that it owns a majority of the controlling class of securities of a particular entity, analyzes the entity for potential consolidation. The Company will continually analyze investments, including when there is a reconsideration event, to determine whether such investments are VIEs and whether such VIE should be consolidated. These analyses require considerable judgment in determining the primary beneficiary of a VIE and could result in the consolidation of an entity that would otherwise not have been consolidated or the non-consolidation of an entity that would have otherwise been consolidated. The Company accounts for the change in its ownership interest while it retains its controlling financial interest in its majority-owned subsidiaries or VIEs as equity transactions. The carrying value of the NCI should be adjusted to reflect the change in the Company’s ownership interest in the subsidiary, and differences between the fair value of the consideration received and the amount by which the NCI is adjusted should be recognized in equity attributable to the Company. This may be shown as NCI and as additional paid in capital to the Company when combined agree to the non-controlling issuance of shares as shown in the Consolidated Statement 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. During 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. 82 The following table shows the classification and carrying value of assets and liabilities of consolidated VIEs as of December 31, 2025: BBPCO Sunset CO HIA GAHIA SHC Sunset BA Sunset McK Sunset El Venu Inc Venu VIP Notes DST Sunset Hous Hall at Cen Sunset MC Total ASSETS Cash 53,337 362 163,403 280,933 508,141 797,593 2,611,759 2,222,234 538,035 6,343 169,547 1,683,056 756,160 - 9,790,903 Property and equipment, net 132,311 46,992,411 9,466,022 10,270,541 42,941,425 64,726,088 92,234,432 1,629,290 - - - - 132,744 - 268,524,071 Other assets 1,062,258 10,000 606,150 404,845 964,476 2,738,369 13,976,710 4,932,073 2,704,413 14,476 6,500,000 7,042,004 508,550 - 41,465,517 Total assets 1,247,906 47,002,773 10,235,575 10,956,319 44,414,042 68,262,050 108,822,901 8,783,597 3,242,448 20,819 6,669,547 8,725,060 1,397,454 - 319,780,491 LIABILITIES Accounts payable 45,277 3,435 95,163 4,788 629,355 28,838,639 24,235,272 593,165 14,999 3,652 15,000 39,077 37,113 - 54,554,935 Accrued expenses and other 281,692 760,786 507,459 356,843 515,920 6,988,928 15,824,951 531,312 30,000 761 1,979 121,119 104,304 - 26,026,054 Other long-term liabilities 978,063 - 2,879,468 3,901,428 5,937,119 675,000 26,701,800 - - - - 25,000 - - 41,097,878 Total Liabilities 1,305,032 764,221 3,482,090 4,263,059 7,082,394 36,502,567 66,762,023 1,124,477 44,999 4,413 16,979 185,196 141,417 - 121,678,867 Stockholders’ Equity & NCI (57,126 ) 46,238,552 6,753,485 6,693,260 37,331,648 31,759,483 42,060,878 7,659,120 3,197,449 16,406 6,652,568 8,539,864 1,256,037 - 198,101,624 Total liabilities and equity 1,247,906 47,002,773 10,235,575 10,956,319 44,414,042 68,262,050 108,822,901 8,783,597 3,242,448 20,819 6,669,547 8,725,060 1,397,454 - 319,780,491 The following table shows the classification and carrying value of assets and liabilities of consolidated VIEs as of December 31, 2024: BBPCO Sunset CO HIA GAHIA SHC Sunset BA Sunset McK Sunset El Venu VIP Notes DST Sunset TN Sunset MC Total ASSETS Cash 260,107 31,663 100,475 212,512 5,723,088 767,752 11,808,891 101,469 2,342 205,922 - 1,414,974 20,629,195 Property and equipment, net 40,583 47,620,003 10,277,794 10,631,874 12,172,841 22,745,062 1,980,140 202,483 - - - 36,724 105,707,504 Other assets 1,191,762 98,108 723,801 186,356 349,945 - 10,086,179 - 11,187 11,000 - - 12,658,338 Total assets 1,492,452 47,749,774 11,102,070 11,030,742 18,245,874 23,512,814 23,875,210 303,952 13,529 216,922 - 1,451,698 138,995,037 LIABILITIES Accounts payable 59,419 95,655 34,516 413 2,669,239 13,507,259 430,518 76,039 14,829 139,779 - - 17,027,666 Accrued expenses and other 365,638 167,047 191,565 14,452 92,112 2,535,164 124,322 - - - - - 3,490,300 Other long-term liabilities 1,054,770 11,963,333 3,305,253 4,190,509 - 550,000 879,424 - - - - - 21,943,289 Total Liabilities 1,479,827 12,226,035 3,531,334 4,205,374 2,761,351 16,592,423 1,434,264 76,039 14,829 139,779 - - 42,461,255 Stockholders’ Equity & NCI 12,625 35,523,739 7,570,736 6,825,368 15,484,523 6,920,391 22,440,946 227,913 (1,300 ) 77,143 - 1,451,698 96,533,782 Total liabilities and equity 1,492,452 47,749,774 11,102,070 11,030,742 18,245,874 23,512,814 23,875,210 303,952 13,529 216,922 - 1,451,698 138,995,037 83 Off-Balance Sheet Arrangements We do not engage in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, as a part of our ongoing business. Accordingly, we did not have any off-balance sheet arrangements during any of the periods presented. Going Concern Our consolidated financial statements for the years ended December 31, 2025 and 2024 were 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. Our consolidated financial statements do not reflect any adjustments that might result if we are unable to continue as a going concern. As of the issuance of our consolidated financial statements, we have concluded that there is not substantial doubt about our ability to continue as a going concern for the next twelve months. Any doubt regarding our ability to continue as a going concern was alleviated by our plan to add additional venue locations and to continue our business operations. The Company believes that cash on hand, anticipated improved profitability in 2026 from operating venues and restaurants in Colorado Springs, Colorado and Gainesville, Georgia, the full season of operations of Ford Amphitheater in 2026, including Roth’s Sea & Steak and Brohan’s, the anticipated opening of The Sunset BA in fall 2026, and additional capital raising and debt financing, including the issuance of Series B Preferred Shares in January 2026 and a public offering completed in March 2026, will altogether allow the Company to continue its business operations for at least 12 months from the date of this Annual Report. Nonetheless, the Company’s continued implementation of its business plan to add additional locations is dependent on its future engagement in strategic locations, real estate transactions, capital raising, and debt financing. There is no guarantee that the Company will be able to execute on these plans as laid out above. If the Company is unable to enter into strategic transactions, the Company may be required to delay its business plan implementation for future expansion, which would have a material adverse impact on the Company’s growth plan. Stockholders’ Equity The Company had two membership classes of membership units while it was a limited liability company: Class A Voting and Class B Non-Voting Units. Upon the Company’s conversion on April 6, 2022 from a limited liability company to a C corporation, the Company’s Class A Voting Units became its Class A Common Stock, and the Class B Non-Voting Units became its Class B Non-Voting Common Stock. On October 25, 2022, Venu amended its Articles of Incorporation to increase the number of shares of its capital stock authorized for issuance, change the voting rights of its Class A Common Stock, and add Class C Common Stock as a class of stock. On August 7, 2023, Venu allowed its shareholders to exchange their shares of Class A Common Stock into shares of Class C Common Stock on a 1-for-25 basis and to convert their shares of Class B Non-Voting Common Stock into shares of Class C Common Stock on a 1-for-1 basis. The Company has 76,245 shares of treasury stock that it acquired through the acquisition of HIA. In November 2023, Venu amended its Articles of Incorporation to increase the number of shares of its capital stock authorized for issuance and to effect a 5-for-1 forward stock split of the issued and outstanding shares of its Class C Common Stock. On that same date, Venu also began a private placement offering of its shares of Class C Common Stock for $10.00 per share, which later became an offering of Common Stock following Venu’s one-for-one conversion of Class C Common Stock into Common Stock in September 2024. In connection with that offering, Venu issued 3,507,591 shares of Common Stock, including 3,300,341 shares during the year ended December 31, 2024. Venu also issued 700,000 shares of Class C Common Stock as payment for services to an outside consultant. On March 5, 2024, Venu and its Class C Common Stock shareholders authorized the creation and issuance of up to 60,000,000 shares of Class D Common Stock. Venu amended its Articles of Incorporation to increase the number of shares of its capital stock authorized for issuance and to add its Class D Common Stock as a class of stock. At that time, Venu allowed shares of Class B Non-Voting Common Stock and of Class C Common Stock to be exchanged for shares of Class D Common Stock on a 1-for-1 basis. On September 6, 2024, Venu amended and restated is Articles of Incorporation to change its legal name to “Venu Holding Corporation” and cause all outstanding shares of its previously outstanding Class C Common Stock and Class D Common Stock to be converted on a one-for-one basis to shares of “Common Stock.” As of the filing of the Amended and Restated Articles of Incorporation, the Company’s authorized capital does not include Class A Voting Common Stock. 84 On September 6, 2024, Venu amended and restated is Articles of Incorporation to change its legal name to “Venu Holding Corporation” and cause all outstanding shares of its previously outstanding Class C Common Stock and Class D Common Stock to be converted on a one-for-one basis to shares of “Common Stock.” As of the filing of the Amended and Restated Articles of Incorporation, the Company’s authorized capital does not include Class A Voting Common Stock. On October 28, 2025, the Company’s shareholders approved an amendment to the Venu Holding Corporation Amended and Restated 2023 Omnibus Incentive Compensation Plan to increase the number of shares of the Company’s Common Stock reserved under the plan from 2,500,000 shares to 7,500,000 shares. Except for any differences in voting privileges or in the 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 Common Stock and Class B Non-Voting Common Stock have the same preferences, limitations, and relative rights. Each holder of Common Stock is entitled to one vote per share of Common Stock held of record by such holder on all matters on which shareholders generally are entitled to vote. Except as required by law, holders of the Class B Non-Voting Common Stock 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 are not entitled to vote on any matter submitted to the shareholders. JOBS Act Accounting Election In April 2012, the Jumpstart Our Business Startups Act of 2012 (the “ JOBS Act ”), was enacted. Section 107 of the JOBS Act provides that an “emerging growth company” (an “ EGC ”) may take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards. As an EGC under the JOBS Act, the extended transition period provided in Section 7(a)(2)(B) of the Securities Act allows us to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to use the extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an EGC, or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public-company effective dates. Other exemptions and reduced reporting requirements under the JOBS Act for EGCs include presentation of only two years of audited financial statements in a registration statement for an initial public offering, an exemption from the requirement to provide an auditor’s report on internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act, an exemption from any requirement that may be adopted by the Public Company Accounting Oversight Board, along with less extensive disclosure about our executive compensation arrangements. We plan to take advantage of these reduced disclosure requirements and exemptions until we are no longer considered an EGC.