Venu Holding Corp 10-K

Item 9A. Controls and Procedures Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures 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 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. 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. 85 While 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. 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. Management’s Report on Internal Control over Financial Reporting 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. Because 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. A 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. Our 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. The 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. These 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. While 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. The 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. The 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. Attestation Report of the Registered Public Accounting Firm As 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. Changes in Internal Control over Financial Reporting There were no changes in our internal controls (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) over financial reporting during the year ended December 31, 2025, covered by this Annual Report that could materially affect, or are reasonably likely to materially 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. Item 9B. Other Information During 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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None. 86 Part III Item 10. Directors, Executive Officers, and Corporate Governance The Company’s executive officers and directors, as of March 31, 2026 are listed below. Executive Officers and Board of Directors Name Age Position Director Since Executive Officers JW Roth 62 Chairman and Chief Executive Officer April 2021 William Hodgson 50 President November 2024 Heather Atkinson 48 Chief Financial Officer and Director April 2021 Victor Sutter 45 Chief Operating Officer January 2026 Non-Employee Directors Steve Cominsky 56 Director April 2021 Matt Craddock 55 Director March 2023 David Lavigne 64 Director December 2023 Mitchell Roth 36 Director April 2021 Thomas Finke 63 Director May 2025 Biographical Information Executive Officers JW Roth, a fifth-generation Colorado native, is the founder, Chairman, and Chief Executive Officer of Venu. Mr. Roth has been with the Company since its inception in May 2021 in his current role of founder and CEO. Mr. Roth became Chairman of the Company’s Board of Directors upon the Board’s inception on April 5, 2021. Mr. Roth is also the co-founder and Chairman of Roth Industries, LLC, an 85-ton-per-week prepared foods plant located in Colorado Springs, Colorado. Additionally, Mr. Roth is the sole manager and 50% shareholder of Centennial Standard Real Estate Company, LLC and co-manager of Touch 4 Partners, LLC, a venture capital investment fund. With more than 30 years of private and public company experience, Mr. Roth has been actively involved in helping take several companies public, including Aspen Bio, Inc. and Where Food Comes From Inc. Mr. Roth has been featured in such publications as The Wall Street Journal, Fortune Magazine, Venues Now, The New York Times, and more than 50 business journals throughout the United States. He has made multiple appearances on CNBC and Bloomberg Television and was named on the VenuesNow 2022 All-Stars list. William Hodgson is the President of Venu, a position he has held since October 2024. Mr. Hodgson has extensive experience in the live music industry, spanning over 20 years. Prior to joining Venu, Mr. Hodgson worked at Live Nation Entertainment, Inc. (NYSE: LYV), a leading entertainment company, where he held various positions over more than 13 years, including as General Manager of venues in three states from August 2011 through February 2018, Regional General Manager of the West from February 2018 through May 2021, overseeing all of Live Nation’s House of Blues operations for the western region of the United States, and most recently as the Head of House of Blues Entertainment from May 2021 through October 2024, where he was responsible for the vision, brand direction, strategic growth, and overall operations of Live Nation’s House of Blues and Brooklyn Bowl divisions. Mr. Hodgson received a Bachelor of Arts in Economics from Wake Forest University, which he applied to various roles in investment banking, finance, and operations prior to entering the concert and hospitality industry. Heather Atkinson has been the Chief Financial Officer, Secretary, and Treasurer of Venu since its inception in March 2017. She began serving as a director of Venu in April 2021. 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. Mrs. 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. 87 Victor 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. Prior to 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. Mr. Sutter holds a Bachelor of Science from Florida International University. Non-Employee Directors Mitchell Roth has served as a director of Venu since April 2021. In addition, he has also worked for Venu in a part-time capacity as Strategy Consultant since April 2022. Mr. Roth has been affiliated with Roth Industries, LLC since 2015, and currently serves as its President and CEO. Roth Industries is a leading consumer packaged goods company, specializing in prepared foods, based in Colorado Springs, Colorado with distribution in more than 8,000 retail supermarkets nationwide, including Costco, Walmart, Kroger, and others. Mr. Roth is also a 50% owner of Centennial Standard Real Estate Company, LLC, a real estate development and investment company. Prior to his tenure with Roth Industries Mr. Roth worked in an operational and advisory capacity within various companies owned or invested in by the Roth family. From May 2013 until January 2014, Mr. Roth worked at the investment-banking firm Laidlaw and Company, Ltd. in New York City. Mr. Roth received a Bachelor of Science degree in Business Finance and Economics from Liberty University in Lynchburg, VA. Steve Cominsky has served as director of Venu since April 2021. Mr. Cominsky has over 30 years of experience in food, beverage, and hospitality operations and management. Mr. Cominsky founded CC Management & Development Corp LLC (“ CC Management ”) in 2013 and has worked with CC Management since its inception. CC Management is a boutique consulting and development firm that focuses on the restaurant and bar industry, and provides a range of services related to operations and strategic planning, and the company has worked with multiple existing and startup concepts in the greater Denver market on matters such as concept vision and development, re-branding and operations oversight. Mr. Cominsky is also currently involved in the oversight and operations of the Social Bar & Lounge an upscale bar and cocktail lounge located in suburban Denver, and which he founded in 2018. Mr. Cominsky has a Bachelor of Arts in Economics from Bloomsburg University of Pennsylvania. Matt Craddock has served as a director of Venu since March 2023. He currently serves as the CEO of Craddock Commercial Real Estate, LLC and as the President of Craddock Development Company, Inc., a full-service real estate company founded by his father. In those roles, Mr. Craddock directs and manages a portfolio of $125 million in real estate assets in Colorado and New Mexico on behalf of the family and their strategic partners. Mr. Craddock has served on a number of local, non-profit boards, including Junior Achievement, The Boy’s and Girl’s Club, and Discover Goodwill. Mr. Craddock has over 28 years of experience in commercial real estate finance, development, and operations. He is a licensed Broker in the State of Colorado and carries an EMS and CCIM designation. He holds a Bachelor of Arts degree in Humanities from Pepperdine University. Dave Lavigne has served as a director of Venu since December 2023. Mr. Lavigne spent the first 17 years of his career in the financial and investment industry primarily employed by small regional sell-side broker dealers/investment bankers. During that period, Mr. Lavigne acted in various capacities, including National Sales, Chief Executive Officer and Head of Research roles, and he held a variety of securities licenses and certifications. In 2001, Mr. Lavigne left the sell-side to set up an independent subscription-based microcap research firm called Edgewater Research where he served as the lead analyst until 2010. Since that time, he has provided research in a similar format under two subsequent labels, including his current company Trickle Research which he founded in 2016, and has served as the firm’s senior analyst since its inception. Over his career, Mr. Lavigne has evaluated hundreds of small public and private enterprises across dozens of industries and has provided extensive individual fundamental research and associated valuation models on well over 100 of those names. In addition, he has published financial newsletters covering both microeconomic and macroeconomic issues. In conjunction with his research platforms, Mr. Lavigne has also conducted dozens of research conferences across the country focusing primarily on microcap issuers and the capital markets. He is currently a research contributor to both the FactSet and the Alpha-Sense platforms. Mr. Lavigne graduated from the University of Idaho in 1984 with a B.S. in Finance. Thomas Finke has served as director of Venu since May 2025. Mr. Finke has over 35 years of experience in financial services. In December 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, LLC. Under his leadership Barings grew its assets under management from approximately $271 billion to over $350 billion in four years. Mr. Finke retired from Barings in November 2020. Mr. Finke currently serves as a non-executive director for Invesco Ltd. (NYSE: IVZ). A global investment management company managing approximately $1.85 trillion in assets as of December 31, 2024. Mr. 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. Mr. Finke holds a BS from the University of Virginia and an MBA from Duke University. 88 Family Relationships JW Roth and Mitchell Roth are father and son. Except for such relationship between JW Roth and Mitchell Roth, there are no other family relationships among any of the Company’s directors or officers. Board of Directors Composition Our business and affairs are managed under the direction of our Board. Current Board of Directors Our Articles of Incorporation and Bylaws provide for the business and affairs of the Company to be managed by our Board and authorize the 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 seven directors, being JW Roth, Heather Atkinson, Steve Cominsky, Matt Craddock, David Lavigne, Mitchell Roth and Thomas Finke. Each director on our Board will continue to serve until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation, retirement, disqualification, or removal from the Board. Corporate Governance Committees of the Board Our Board has established an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee, each operating pursuant to a charter adopted by our Board. The composition and functioning of all of our committees complies with all applicable requirements of the Sarbanes-Oxley Act of 2002 and with the rules and regulations of the NYSE American and the SEC. In addition, from time to time, other committees may be established under the direction of our Board to facilitate the management of our business or when necessary to address specific issues. The members of each of our committees will serve on such committees for such term or terms as the Board may determine or until their earlier removal, resignation, or death. At least annually, each committee must review its charter and recommend any proposed changes to the Board for approval. Each committee must conduct an annual evaluation of its performance of the duties described in the committee’s charter and must present the results of the evaluation to the Board. Audit Committee The Company has a separately designated Audit Committee of the Board established in accordance with the Exchange Act. Our Audit Committee consists of Dave Lavigne and Steve Cominsky, both of whom the Board has determined are independent in accordance with the requirements of Rule 10A-3 of the Exchange Act and the NYSE American listing standards. Our Board has also determined that Mr. Lavigne is the “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K. All members of our Audit Committee are financially literate, as determined by our Board, and can read and understand fundamental financial statements, including the Company’s balance sheet, income statement, and cash flow statement. Compensation Committee 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. Our Compensation Committee carries out the responsibilities delegated by the Board relating to the review and determination of executive compensation. 89 Nominating and Corporate Governance Committee 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. Procedures for Nominating Directors to the Board There have been no material changes to the procedures by which our shareholders may recommend nominees to our Board. For a description of such 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. 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. To be timely 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 public announcement of the meeting date. Our Bylaws also specify certain requirements as to the form and content of shareholder meetings. These provisions may preclude our shareholders from bringing matters or making nominations for directors at our shareholder meetings. Role of our Board Committees in Risk Oversight We face a number of risks, including those described under the “Risk Factors” section in this Annual Report, including in the section entitled “Cautionary Note Regarding Forward-Looking Statements.” One of the key functions of our Board is informed oversight of our risk management process. The Board does not have a standing risk management committee but rather administers this oversight function directly through the Board as a whole, as well as through its standing committees. The committees of the Board assist our full Board in risk oversight by addressing specific matters within the purview of each committee. In particular, our Board is responsible for monitoring and assessing strategic risk exposure. Our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our external audit function. Our Nominating and Corporate Governance Committee oversees our corporate governance framework and monitors the effectiveness of our corporate governance guidelines. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs have the potential to encourage excessive risk-taking. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, our full Board is regularly informed of such risks through committee reports and otherwise. While the Board oversees our risk management, management is responsible for day-to-day risk management processes. We believe this division of responsibilities enables us to address our risks most effectively. 90 Code of Ethics and Business Conduct Our Board has adopted a Code of Business Conduct and Ethics (the “ Code of Conduct ”) applicable to our principal executive, financial, and accounting officers and all persons performing similar functions. A copy of our Code of Conduct is attached as Exhibit 14.1 to this Annual Report. In addition, our Board has adopted a charter for our Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. You can access our Code of Conduct and our current committee charters on the Investor Relations section of our principal corporate website at https://investors.venu.live , or request a copy of any of the foregoing by writing to the following address: Venu Holding Corporation, Attention: Secretary, 1755 Telstar Drive, Suite 501, Colorado Springs, Colorado 80920. We will make any legally required disclosures regarding amendments to or waivers of provisions of our Code of Conduct or current committee charters on our website. Insider Trading Policy The Company has adopted an Insider Trading Policy governing the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers, and employees. The Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, 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. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires the Company’s directors, executive officers, and persons holding more than 10% of the Company’s Common Stock (each such person, an “ Insider ”) to report their initial ownership of Common Stock and other equity securities on a Form 3 report and any changes in that ownership on Form 4 or Form 5 reports that must be filed with the SEC. The SEC has designated specific deadlines by which Insiders must file these reports. Pursuant to the applicable SEC rules, the Company must identify any Insiders who were delinquent in filing their required Section 16(a) reports when due and to disclose, with respect to each such Insider, the number of late Section 16(a) reports, the number of transactions that were not reported on a timely basis, and any known failure to file a required report. During 2025, Mr. 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. To 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. Item 11. Executive Compensation Venu 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: ● JW Roth, our Founder, Chief Executive Officer, and Chairman; ● Heather Atkinson, our Chief Financial Officer; and ● William Hodgson, our President. 91 Summary Compensation Table The following table sets out the compensation for our NEOs for the years ended December 31, 2025 and 2024: Salary Bonus Option and Warrant Awards (1) All Other Compensation (2) Total Name and Principal Position Year ($) ($) ($) ($) ($) JW Roth 2025 $ 500,000 $ 119,953 $ 4,893,266 $ 90,319 $ 5,603,538 Chief Executive Officer and Chairman 2024 $ 450,000 $ 14,036 $ 368,460 $ 48,569 $ 881,064 Heather Atkinson 2025 $ 400,000 $ 92,597 $ 576,055 $ 44,952 $ 1,113,605 Chief Financial Officer, Secretary and Treasurer 2024 $ 290,000 $ 13,218 $ 295,262 $ 16,181 $ 614,661 Will Hodgson (3) 2025 $ 500,000 $ 60,854 $ 732,202 $ 48,177 $ 1,341,233 President 2024 $ 88,067 $ 106,642 $ 122,034 $ 2,017 $ 318,760 (1) Amounts do not reflect compensation actually received by the officer. 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. (2) Each executive officer receives a car allowance from Venu, with Mr. Roth receiving $30,044 in 2025 and $30,044 in 2024; Ms. Atkinson receiving $13,775 in 2025 and $13,775 in 2024; and Mr. 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. Roth and Ms. Atkinson, 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. (3) 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 21, 2024. Accordingly, for the 2024 fiscal year the compensation reported for Mr. Hodgson reflects what he received for the partial year. Narrative to the Summary Compensation Table Base Salaries Venu uses base salaries to recognize the experience, skills, knowledge, and responsibilities required of all its employees, including our NEOs. Base salaries are reviewed annually and adjusted from time to time in an effort to realign salaries with market levels after taking into account individual responsibilities, performance, and experience. Mr. 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. Ms. Atkinson’s base salary as of December 31, 2025 was $400,000, having increased from $290,000 as of December 31, 2024. Mr. Hodgson’s base salary as of December 31, 2025 and 2024 was $500,000. 92 Annual Bonus/Non-Equity Incentive Compensation To date, Venu has not awarded its NEOs annual incentive compensation based on the satisfaction of individual and corporate performance objectives established by the Board of Directors. However, executive officers are eligible to receive discretionary cash bonuses as determined by the Board of Directors based on the financial performance of the Company and each officer’s contributions to the Company as a whole. The Board of Directors awarded each of Venu’s NEOs a discretionary cash bonus in 2025 and 2024. Equity-Based Incentive Awards Equity-based awards give our executives and key employees a stake in Venu’s long-term performance and viability, thereby motivating them to be top performers. Equity-based awards enable Venu to attract key talent, encourage executive retention, establish an ownership culture, facilitate the achievement of the Company’s goals, and align the interests of our executives and our shareholders. Equity-based awards were 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 were approved by the Board of Directors. Retirement Plans Venu established a defined contribution plan for all employees aged 21 and older who have completed six months of service for payrolls as of January 1, 2024. The Company makes a matching contribution of 100% on the first 5% contributed. Employee Benefits Venu’s NEOs are eligible to participate in employee benefit plans and programs, including medical and dental benefit plans. Pension Benefits Venu’s NEOs did not participate in, or earn any benefits under, any pension or retirement plan sponsored by the Company during the years ended December 31, 2025 and 2024. Nonqualified Deferred Compensation Venu’s NEOs did not participate in, or earn any benefits under, any non-qualified deferred compensation plan sponsored by the Company during the years ended December 31, 2025 and 2024. Outstanding Equity Awards as of December 31, 2025 The following table presents information regarding outstanding equity awards held by our NEOs as of December 31, 2025. 93 Outstanding Equity Awards at Fiscal Year End Stock Awards Grant Date Expiration Date Number of Securities Underlying Unexercised Options Exercisable (#) (1) Number of Securities Underlying Unexercised Options Unexercisable (#) (1) Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Option Exercise Price ($) (1) JW Roth Compensatory Warrants 10/11/2022 10/11/2027 250,000 (2) — — $ 3.00 Compensatory Warrants 4/19/2022 4/19/2029 375,000 (3) 125,000 — $ 2.00 Compensatory Warrants 4/5/2021 9/30/2027 66,665 (4) — — $ 0.12 Compensatory Warrants 1/17/2024 1/16/2027 500,000 (5) — — $ 10.00 Compensatory Warrants 2/28/2024 2/28/2031 333,334 (6) 166,666 — $ 10.00 Compensatory Options 1/14/2025 1/14/2030 — 1,250,000 — $ 10.00 Heather Atkinson Compensatory Warrants 10/11/2022 10/11/2027 150,000 (7) — — $ 3.00 Compensatory Warrants 4/11/2022 4/11/2029 93,750 (8) 31,250 — $ 2.00 Compensatory Warrants 4/5/2021 4/5/2027 16,665 (9) — — $ 0.60 Compensatory Warrants 5/27/2020 5/27/2027 33,335 (10) — — $ 1.20 Compensatory Warrants 2/28/2024 2/28/2031 133,334 (11) 66,666 — $ 10.00 Compensatory Warrants 10/1/2024 10/1/2031 61,389 (12) 30,694 — $ 10.00 Will Hodgson Compensatory Warrants 11/1/2024 11/1/2031 125,000 (13) 375,000 — $ 10.00 (1) Numbers 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 “Note 12 – Warrants and Stock Options” to the Company’s consolidated financial statements for the years ended December 31, 2025 and 2024. (2) This warrant is exercisable in full and is scheduled to expire on October 11, 2027. (3) 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. This warrant is scheduled to expire on April 11, 2029. (4) 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. This warrant was scheduled to expire on April 5, 2026. The warrant agreement was amended to extend the expiration date to September 30, 2027. (5) This warrant is exercisable in full and is scheduled to expire on January 16, 2027. (6) 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. (7) This warrant is exercisable in full and is scheduled to expire on October 11, 2027. 94 (8) 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. This warrant is scheduled to expire on April 11, 2029. (9) 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. This warrant was scheduled to expire on April 5, 2026. The warrant agreement was amended to extend the expiration date to April 5, 2027. (10) 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. (11) 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. (12) 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. (13) 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. Employment Arrangements The following discussion contains a summary of the terms of the employment agreements currently in effect for JW Roth. Neither Ms. Atkinson 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 employed at will. The 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 ”). Pursuant to the Roth Agreement, Mr. 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. In the event Venu terminates Mr. Roth’s employment other than “for Cause” or Mr. Roth terminates his employment with Venu for “Good Reason” (each as defined in the Roth Agreement), Mr. Roth is entitled to receive the following payments and benefits, in addition to any accrued obligations: (a) a lump-sum payment, equal to one times the sum of (i) Mr. Roth’s then base salary and (ii) the bonus received in respect of performance during the year prior to the year of the termination date; (b) Venu’s reimbursement for the monthly premium paid to continue health-plan coverage for up to 18 months after the termination date or until otherwise specified in the Roth Agreement; and (c) all outstanding unvested stock options or other equity awards granted to Mr. Roth during the term of the Roth Agreement becoming fully vested and exercisable for the 12-month period after the termination date, irrespective of the terms of any equity incentive plan or award agreements (such benefits described in the preceding clauses (b) and (c), the “ Other Termination Benefits ”). In addition, if Mr. Roth’s employment is terminated by Mr. Roth for “Good Reason” or by Venu other than “For Cause” (other than on account of Mr. Roth’s death or total disability) within three months prior to, or two years following, a “Change in Control,” Mr. Roth is entitled to a lump-sum payment equal to two times the sum of his base salary and his bonus awarded during the year prior to the year of the transaction that constituted a Change of Control along with the Other Termination Benefits. 95 A “Change in Control” is defined to mean each of the following events: (i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of Venu representing more than 50% of the total voting power represented by Venu’s then-outstanding voting securities; (ii) the sale or disposition by Venu of all or substantially all of its assets; (iii) the consummation of a merger or consolidation of Venu with or into any other entity, other than a merger or consolidation which would result in the voting securities of Venu outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) more than 50% of the total voting power represented by the voting securities of Venu or such surviving entity or its parent outstanding immediately after such merger or consolidation; or (iv) individuals who are members of Venu Board (the “ Incumbent Board ”) cease for any reason to constitute at least a majority of the members of the Incumbent Board over a period of 12 months; provided, however, that if the appointment or election (or nomination for election) of any new board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of the Roth Agreement, be considered as a member of the Incumbent Board. Director Compensation Venu has provided cash compensation for attendance at Board meetings held in person and equity-based compensation to its directors. The following table sets forth information regarding the compensation our non-employee directors earned for service on our Board during the year ended December 31, 2025. Name Fees Earned or Paid in Cash ($) (1) Stock Awards ($) Option or Warrant Awards ($) (2)(3) All Other Compensation ($) (4) Total ($) Mitchell Roth $ 2,500 $ — $ 112,419 $ 90,000 $ 204,919 Steve Cominsky $ 5,000 $ — $ 57,388 $ — $ 62,388 Matthew R. Craddock $ 5,000 $ — $ 56,880 $ — $ 61,880 Chad Hennings (5) $ — $ — $ 7,955 $ — $ 7,955 Dave Lavigne $ 5,000 $ — $ 56,880 $ — $ 61,880 Thomas Finke (5) $ 2,500 $ — $ 194,118 $ — $ 196,618 (1) 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. (2) 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. (3) The following reflects the aggregate number of option awards outstanding at December 31, 2025 for each non-employee director: (i) Mitchell Roth – 383,332 warrants; (ii) Steve Cominsky – 25,000 warrants; (iii) Matthew R. Craddock – 20,000 warrants; (iv) Chad Hennings – 70,000 warrants; (v) Dave Lavigne – 20,000 warrants; and (vi) Thomas Finke – 250,000 options. (4) These amounts represent compensation received by certain directors for services rendered other than with respect to their services on the board of directors. Mr. Mitchell Roth provides other investor relations duties and is compensated by Venu at $90,000 annually for these services. (5) Mr. Hennings resigned from the Board on January 27, 2025 and Mr. Finke was appointed on May 5, 2025. 96 Narrative Disclosure to Director Compensation Table Venu 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. Otherwise, Venu does not have a formal compensation program for its directors. Upon Mr. 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. Policies and Practices related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information ( “ MNPI ” ) The Company’s policy is to not grant options (or other equity awards) or allow its insiders to conduct stock trades at times, subject to any allowable trades that might occur pursuant to a 10b5-1 Trading Plan, where MNPI is known or a material transaction is anticipated to occur. Each insider and employee of the Company is required to read and acknowledge the Company’s Insider Trading Policy as attached hereto as Exhibit 19.1, which prescribes certain set periods that prohibit insider trading. Other than as established for black-out periods associated with our quarterly and annual financial statement filings, our executive management will also issue notices of black-out trading periods if they are aware of material transactions which they anticipate closing. The timing of equity award grants is determined with consideration to a variety of factors, including but not limited to, the achievement of pre-established performance targets, market conditions and internal milestones. The Company does not follow a predetermined schedule for the granting of equity awards; instead, each grant is considered on a case-by-case basis to align with the Company’s strategic objectives and to ensure the competitiveness of our compensation packages. In determining the timing and terms of an equity award, the Board or the Compensation Committee may consider MNPI to ensure that such grants are made in compliance with applicable laws and regulations. The Board’s or the Compensation Committee’s procedures to prevent the improper use of MNPI in connection with the granting of equity awards include oversight by legal counsel and, where appropriate, delaying the grant of equity awards until the public disclosure of such MNPI. The Company is committed to maintaining transparency in its executive compensation practices and to making equity awards in a manner that is not influenced by the timing of the disclosure of MNPI for the purpose of affecting the value of executive compensation. The Company regularly reviews its policies and practices related to equity awards to ensure they meet the evolving standards of corporate governance and continue to serve the best interests of the Company and its stockholders. In the year ended December 31, 2025, no options (or other equity awards) were granted to our named executive officers within four business days prior to, or one business day following, the filing or furnishing of a periodic or current report by us that disclosed MNPI. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Formal Equity Incentive Plans The 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 Number of securities to be issued upon exercise of outstanding options, warrants, and rights (a) Weighted-average exercise price of outstanding options, warrants, and rights (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Equity compensation plans approved by security holders (1) 4,461,000 $ 10.03 4,447,778 Equity compensation plans not approved by security holders (2) 6,104,867 $ 7.46 — Total 10,565,867 $ — 4,447,778 97 (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. The A&R Plan 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 .” (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. Security Ownership of Certain Beneficial Owners and Management The following table sets forth information known to us regarding beneficial ownership of shares of Venu’s Common Stock as of March 15, 2026 by: ● 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; and ● all of our executive officers and directors as a group. Beneficial ownership is determined according to the rules of the SEC, which generally provide that a security holder has beneficial ownership of a security if he, she, or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. In computing the number of shares beneficially owned by a person or entity and the percentage ownership of that person or entity in the table below, all shares subject to options and warrants were deemed outstanding if such securities are currently exercisable or would vest based on service-based vesting conditions within 60 days of March 15, 2026. These shares were not deemed outstanding, however, for the purpose of computing the percentage ownership of any other person or entity. 98 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, 2026. Each share of Common Stock entitles its holder to one vote per share held. Venu 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. Unless otherwise indicated, we believe that each person named in the table below has sole voting and investment power with respect to all shares beneficially owned by such person. Unless otherwise noted, the address of all of the listed shareholders is 1755 Telstar Drive, Suite 501, Colorado Springs, Colorado 80920. Common Stock Name and Address of Beneficial Owners and Management Number of Shares Percent of Class Directors and NEOs: JW Roth (1) 13,257,529 21.0 % William Hodgson (2) 125,000 * Heather Atkinson (3) 699,292 1.2 % Mitchell Roth (4) 702,062 1.2 % Steve Cominsky (5) 92,882 * Matthew Craddock (6) 95,285 * David Lavigne (7) 192,328 * Thomas Finke (8) 79,961 * Victor Sutter (9) 461 * Directors and NEOs as a group (9 persons) (10) 15,244,800 23.8 % >5% Shareholders Kevin O’Neil (11) 5,590,467 9.0 % Citadel Advisors LLC and Affiliates (12) 3,955,196 6.4 % * Less than 1% (1) Includes: (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 which Mr. 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. Mr. Roth may be deemed to have shared voting and investment power over the shares held by the trusts described herein. Of the shares beneficially owned by Mr. Roth, 950,000 shares are pledged as collateral. (2) Includes 125,000 shares underlying warrants that are exercisable within 60 days of March 15, 2026. (3) Includes: (i) 82,152 shares held directly by Ms. Atkinson; (ii) 555,140 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. (4) Includes: (i) 349,980 shares held directly by Mr. Mitchell Roth; and (ii) 352,082 shares underlying warrants that are exercisable within 60 days of March 15, 2026. (5) Includes: (i) 82,882 shares held directly by Mr. Cominsky; and (ii) 10,000 shares underlying warrants that are exercisable within 60 days of March 15, 2026. (6) Includes: (i) 75,285 shares held directly by Mr. Craddock; and (ii) 20,000 shares underlying warrants that are exercisable within 60 days of March 15, 2026. (7) Includes: (i) 165,814 shares held directly by Mr. Lavigne; (ii) 6,514 shares owned by Mr. 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. (8) Includes: (i) 29,961 shares held directly by Mr. Finke; and (ii) 50,000 shares underlying warrants that are exercisable within 60 days of March 15, 2026. (9) Includes 461 shares held by the Sutter Family Trust, of which Mr. Sutter is a trustee and with respect to which Mr. Sutter may be deemed to have shared voting and investment power. (10) 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. (11) Includes: (i) 2,131,505 shares held directly by Mr. O’Neil; (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, Mr. O’Neil’s address is 422 E Vermijo Avenue, Colorado Springs, Colorado 80903. (12) 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. Mr. Griffin 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. Citadel Advisors is the portfolio manager for CM. CAH is the sole member of Citadel Advisors. CGP is the general partner of CAH. CALC4 is the non-member manager of Citadel Securities. CSGP is the general partner of CALC4. Mr. 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. 99 Item 13. Certain Relationships and Related Transactions, and Director Independence Certain Relationships and Related-Party Transactions In addition to the compensation arrangements with directors and executive officers described under “Executive Compensation,” the following is a description of each transaction since January 1, 2024, and each currently proposed transaction in which: ● 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; and ● 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. We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that we would pay or receive, as applicable, in arm’s-length transactions. Leases Venu leases properties from a majority-owned subsidiary, Hospitality Income & Asset, LLC (“ HIA ”), which owns the land and buildings used by (and leased to) Bourbon Brothers Smokehouse and Tavern CS, LLC to operate Venu’s Colorado Springs Bourbon Brothers and Bourbon Brother Presents venues. JW Roth owns less than 1% of HIA’s total ownership. In regard to the BBST CO and BBP CO leases, JW Roth, the Chairman, CEO, and founder of Venu, is also the founder and manager of HIA. Ms. Atkinson, the CFO and Secretary and a director of Venu, is also the Treasurer of HIA. The amounts paid by BBST CO and BBP CO to HIA under the leases totaled $574,302 in 2025 and $574,303 in 2024. 13141 Notes, LLC (“ 13141 Notes ”) is the restaurant operating entity that manages the Notes Eatery in Colorado Springs. 13141 Notes leases its property from 13141 BP, LLC (“ 13141 BP ”) (which in June 2024 became a wholly owned subsidiary of Venu). JW Roth is the founder and manager of 13141 BP. The amounts paid by 13141 Notes to 13141 BP under the lease totaled $0 in 2025 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. On 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. Convertible 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 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 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. On 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. On 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. 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. 100 On 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. 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. Roth Industries Venu 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. Ms. Atkinson and Mr. Cominsky each own less than a 1% membership interest in Roth Industries. Roth Industries is the parent company to Roth Premium Foods, LLC (“ Roth Premium ”), which is the counterparty to the Bourbon Brothers licensing agreement. Under that licensing agreement, Venu, the exclusive owner and title holder of the Bourbon Brothers brand, granted a license to Roth Premium to use the brand for grocery products in exchange for Roth Premium’s payment of a royalty. Venu shares the advertising expenses for the Bourbon Brothers brand with Roth Industries. 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. On August 12, 2024, Venu redeemed 100,000 shares of Common Stock previously held by Roth Industries, LLC for an aggregate purchase price of $500,000. Culinova, Inc. Venu 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, 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. Ms. Atkinson and Mr. Cominsky each own less than a 1% membership interest in Culinova, Inc. 101 Interests in GA HIA, LLC and its Lease JW 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 by 10%. The holders of the minority tenant-in-common interest for this property are Old Mill, LLC (30%) and a trust (5%). TIC owners are entitled to their pro rata portion of the net rent payments (after certain costs and expenses appurtenant to the ownership of the property are netted out, such as interest expenses and charges). Mr. Craddock, a director of Venu, is a manager and minority member of Old Mill, LLC and the trustee and beneficiary of the trust. Through these interests, together, Mr. Craddock has an indirect right to a portion of the net rents owed to GA HIA pursuant to the lease agreement between GA HIA and Bourbon Brothers Smokehouse and Tavern GA, LLC. Interests in the Appraised Value of The Sunset McKinney Chad Hennings was a director of the Company from January 2023 through January 2025. Mr. Hennings is a member of Rubicon Representation, LLC (“ Rubicon ”). In January 2023, Venu engaged Rubicon to serve as its exclusive agent to find, negotiate, and acquire suitable land sites in the State of Texas. On January 14, 2025, upon Venu’s closing on the real property upon which The Sunset McKinney will be constructed, Venu paid Mr. Hennings Family Assets, LP (in which Mr. Hennings has a 49% interest) a broker fee of $525,000, which is equal to 1.5% of the appraised value of that property. Hall at Centennial In April 2025, the Company entered into a purchase and sale agreement to acquire certain real property in Centennial, Colorado. 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 (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 of Old Mill. Mr. Craddock, directly and through his indirect interests, has an approximate 20% membership interest in Old Mill. Guarantees Venu and JW Roth guarantee Venu’s and its subsidiaries’ debt. 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. Roth 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. Mr. 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 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. 102 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. 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 for a draw down term loan (the “ Construction Loan ”). The 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%. Artist 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. That loan is personally guaranteed by Mr. Roth up to $4,500,000 and, in exchange, Venu pays a guarantee fee of 1%. Policies for Approval of Related-Party Transactions Venu does not have a written policy regarding the review and approval of related-party transactions. Nevertheless, with respect to such transactions, it has been the practice of the Venu Board to consider the nature of and business reasons for such transactions, how the terms of such transactions compared to those which might be obtained from unaffiliated third parties, and whether such transactions were otherwise fair to and in the best interests of, or not contrary to, Venu’s best interests. Director Independence Applicable NYSE American listing rules require that our Board be comprised of a majority of independent directors. Based upon information requested 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. In addition, NYSE American listing rules require that, subject to specified exceptions, each member of Venu’s Audit, Compensation, and Nominating and Corporate Governance Committees be independent under the Exchange Act. Audit Committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act, and Compensation Committee members must also satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act. Under applicable NYSE American listing rules, a director will only qualify as an “independent director” if, in the opinion of the Board, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes of Rule 10A-3, a member of the Audit Committee may not, other than in his or her capacity as a member of the Audit Committee, the Board, or any other committee of the Board, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the Company or any of its subsidiaries or otherwise be an affiliated person of the Company or any of its subsidiaries. In order to be considered independent for purposes of Rule 10C-1, the Board must consider, for each member of the Compensation Committee, all factors specifically relevant to determining whether a director has a relationship to the Company that is material to that director’s ability to be independent from management in connection with the duties of a Compensation Committee member, including, but not limited to: (1) the source of compensation of the director, including any consulting, advisory, or other compensatory fee paid by the Company to the director; and (2) whether the director is affiliated with the Company or any of its subsidiaries or affiliates. 103 Item 14. Principal Accountant Fees and Services Audit, Audit-Related, Tax, and All Other Fees Grassi & Co., CPAs, P.C. (“ Grassi ”) serves as the Company’s independent registered public accounting firm. Audit services rendered by Grassi for the fiscal year ended December 31, 2025, included the annual audit of the Company’s consolidated financial statements, which are included in reports to shareholders and the SEC, consultation on accounting and related matters, and services performed in connection with other regulatory filings. The table below shows the aggregate fees billed for professional services for the audits and audit-related fees of the Company’s annual financial statements included in its Annual Report on Form 10-K for the years ended December 31, 2025 and 2024, respectively, by Grassi. For the Years Ended December 31, 2025 2024 Audit Fees (1) $ 463,265 $ 462,375 Audit-Related Fees (2) 100,181 143,156 Tax Fees (3) - - All Other Fees (4) - - Total Fees $ 563,446 $ 605,531 (1) “Audit 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. (2) “Audit-Related Fees” consist of fees generally related to services rendered in connection with the Company’s public offerings and filings. (3) “Tax Fees” consist of fees related to tax compliance, tax preparation, and other tax services. (4) “All Other Fees” consist of fees for all other services other than those reported above. Pre-Approval Policies and Procedures of the Audit Committee The charter of the Audit Committee requires the Audit Committee to pre-approve all audit and permitted non-audit and tax services that may be provided by the Company’s independent registered public accounting firm and permits the Audit Committee to establish policies and procedures for the Audit Committee’s pre-approval of permitted services by the Company’s independent registered public accounting firm on an on-going basis. The 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 does not impair the independent registered public accounting firm’s independence. The independent registered public accounting firm must provide the Audit Committee with an engagement letter outlining the scope of the audit services proposed to be performed during the applicable calendar year and the proposed fees for such audit services. If agreed to by the Audit Committee, the engagement letter will be formally accepted by the Audit Committee as evidenced by the execution of the engagement letter by the Chair of the Audit Committee. The Audit Committee approves, if necessary, any changes in terms, conditions, and fees resulting from changes in audit scope, Company structure, or other matters. The Audit Committee may grant pre-approval for those permissible non-audit services that it believes are services that would not impair the independence of the independent registered public accounting firm. The Audit Committee may not grant approval for any services categorized as “Prohibited Non-Audit Services” by the SEC. Certain non-audit services have been pre-approved by the Audit Committee, and all other non-audit services must be separately approved by the Audit Committee. All of Grassi’s services and fees in fiscal years 2025 and 2024 were pre-approved by the Audit Committee in accordance with its pre-approval policy. 104 PART IV Item 15. Exhibits and Financial Statement Schedules (a)(1) Financial Statements The accompanying index to financial statements on page F-1 of this Annual Report is provided in response to this Item. (a)(2) Financial Statement Schedules Financial statement schedules are either not required, or the required information is included in the consolidated financial statements or notes thereto included in the Index beginning on page F-1 of this Annual Report. (a)(3) Exhibits The exhibits to this Annual Report are set forth below. The exhibit index indicates each management contract or compensatory plan or arrangement required to be filed as an exhibit. EXHIBIT INDEX Exhibit Number Description 3.1 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) 3.1 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) 3.3 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) 3.4 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) 4.1 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) 4.2 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. 333-281271). 4.3 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) 4.4 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) 4.5 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) 4.6 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) 4.7 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) 10.1 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) 10.2 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) 10.3 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) 10.4# Employment Agreement between Notes Live, Inc. and J.W. Roth, dated June 6, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Form S-1 filed on November 12, 2024) 10.5 Form of Stock Leak-Out Agreement between Notes Live, Inc. and certain holders of the Common Stock of Notes Live, Inc. named therein (incorporated by reference to Exhibit 10.4 to the Company’s Form S-1 filed on November 12, 2024) 10.6# 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) 10.7 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) 105 10.8 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) 10.9 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) 10.10† 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) 10.11 Guarantees Fee Agreement between Notes Live, Inc. and J. W. Roth, dated February 2024 (incorporated by reference to Exhibit 10.17 to the Company’s Form S-1 filed on November 12, 2024) 10.12 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) 10.13 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) 10.14 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 (incorporated by reference to Exhibit 10.20 to the Company’s Form S-1 filed on November 12, 2024) 10.15 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) 10.16 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) 10.17 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) 10.18 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) 10.19 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) 10.20 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) 10.21 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) 10.22 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) 10.23 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) 10.24 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) 10.25 Unsecured Promissory Note delivered by Notes Live, Inc. 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) 106 10.26 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) 10.27 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 (incorporated by reference to Exhibit 10.36 to the Company’s Form S-1 filed on November 12, 2024) 10.28 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) 10.29 Limited Continuing Guaranty by Matthew R. 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) 10.30 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) 10.31 Licensing Agreement between Notes Live, Inc. 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) 10.32 Ticketing Services Agreement between Notes Live, Inc. 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) 10.33 First Amendment to Ticketing Services Agreement between Notes Live, Inc. 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) 10.34 Purchase and Sale Agreement between Notes Live, Inc. 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) 10.35 Chapter 380 Economic Development Program Agreement between Notes Live, Inc. 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) 10.36 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) 10.37† 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) 10.38 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) 10.39 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) 10.40 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) 10.41 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) 10.42 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) 10.43 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) 10.44 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) 10.45 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) 10.46 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) 10.47† 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) 10.48 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) 10.49† 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) 10.50 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) 10.51† 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) 10.52+ Promissory Note delivered by Venu 280, LLC in favor of PNC Bank, National Association 10.53+ Aircraft Security Agreement, dated September 26, 2025, between Venu 280, LLC and PNC Bank, National Association 14.1+ Venu Holding Corporation Code of Business Conduct and Ethics 19.1+ Venu Holding Corporation Insider Trading Policy 21.1+ List of Subsidiaries of Venu Holding Corporation 23.1+ Consent of Grassi & Co., CPAs, P.C., independent registered public accounting firm 23.2+ Consent of Grassi & Co., CPAs, P.C., independent registered public accounting firm 31.1+ 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 31.2+ Certification of Principal Financial 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 32.1+ Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2+ Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1 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) 101+ The following materials from Venu Holding Corporation’s Annual Form on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets at December 31, 2025 and 2024; (ii) Consolidated Statements of Operations for the years ended December 31, 2025 and 2024; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2025 and 2024; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024; (v) Consolidated Statement of Changes in Stockholders’ Equity (Deficit) and Noncontrolling Interest for the years ended December 31, 2025 and 2024; and (vi) Notes to Consolidated Financial Statements. 104+ Cover Page Interactive Data File (embedded within the Inline XBRL document). + Filed electronically herewith. # Management contract or compensatory plan. † Certain portions of this exhibit have been omitted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed. Item 16. Form 10-K Summary None. 107 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Venu Holding Corporation March 31, 2026 By: /s/ JW Roth JW Roth Founder, Chief Executive Officer, and Chairman Pursuant 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: Signature Title Date /s/ JW Roth Chief Executive Officer, Chairman, and Director (Principal Executive Officer) March 31, 2026 JW Roth /s/ Heather Atkinson Chief Financial Officer, Secretary, Treasurer, and Director (Principal Financial and Accounting Officer) March 31, 2026 Heather Atkinson /s/ Mitchell Roth Director March 31, 2026 Mitchell Roth /s/ Steve Cominsky Director March 31, 2026 Steve Cominsky /s/ Matt Craddock Director March 31, 2026 Matt Craddock /s/ Dave Lavigne Director March 31, 2026 Dave Lavigne /s/ Thomas Finke Director March 31, 2026 Thomas Finke 108 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Audited Consolidated Financial Statements of VENU HOLDING CORPORATION Report of Independent Registered Public Accounting Firm F-1 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-2 Consolidated Statements of Operations for the years ended December 31, 2025 and 2024 F-3 Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025 and 2024 F-4 Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 F-5 Notes to Consolidated Financial Statements F-6 VENU HOLDING CORPORATION AND SUBSIDIARIES CONSOLIDATED Financial Statements FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 TABLE OF CONTENTS Page Report of Independent Registered Public Accounting Firm PCAOB ID: 606 F-1 Consolidated Balance Sheets F-2 Consolidated Statements of Operations F-3 Consolidated Statements of Changes in Stockholders’ Equity F-4 Consolidated Statements of Cash Flows F-5 Notes to Consolidated Financial Statements F-6-34 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Venu Holding Corporation and Subsidiaries Colorado Springs, Colorado Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Venu Holding Corporation and Subsidiaries (the Company) as of December 31, 2025 and 2024, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. GRASSI & CO., CPAs, P.C . We have served as the Company’s auditor since 2023. Jericho, New York March 31, 2026 F- 1 VENU HOLDING CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in US Dollars) 2025 2024 As of December 31, December 31, 2025 2024 ASSETS Current assets Cash and cash equivalents $ 41,306,358 $ 37,969,454 Inventories 474,467 225,283 Prepaid expenses and other current assets 2,546,523 850,951 Total current assets 44,327,348 39,045,688 Other assets Property and equipment, net 305,947,277 137,215,936 Intangible assets, net 144,558 211,276 Operating lease right-of-use assets, net 17,397,009 1,351,600 Investment in EIGHT Brewing 1,999,999 - Investment in related parties 555,262 550,000 Investment Security and other deposits 183,582 43,015 Total other assets 326,227,687 139,371,827 Total assets $ 370,555,035 $ 178,417,515 LIABILITIES AND STOCKHOLDERS’ EQUITY Accounts payable $ 25,129,485 $ 7,283,033 Accrued expenses 27,847,751 3,556,819 Accrued payroll and payroll taxes 577,360 262,387 Deferred revenue 1,542,564 1,528,159 Current portion of convertible debt - 9,433,313 Current portion of operating lease liabilities 605,261 364,244 Current portion licensing liability 223,333 - Current portion NNN firesuite liability 1,026,300 - Current portion of long-term debt 400,108 2,101,501 Total current liabilities 57,352,162 24,529,456 Long-term portion of operating lease liabilities 16,886,027 1,020,604 Long-term licensing liability and other liabilities 8,951,600 7,950,000 Long-term convertible debt 1,907,530 - Long-term NNN firesuite liability 30,038,214 - Long-term debt, net of current portion 56,568,151 14,100,217 Total liabilities $ 171,703,684 $ 47,600,277 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, 2024 $ 10,125,000 $ - Stockholders’ Equity 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 42,961 37,472 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 304 379 Common stock, value 304 379 Additional paid-in capital 222,052,687 144,546,368 Accumulated deficit ( 91,454,930 ) ( 47,361,208 ) Stockholders' Equity before Treasury Stock $ 130,641,022 $ 97,223,011 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 $ 95,722,935 Non-controlling interest 65,984,929 35,094,303 Total stockholders’ equity $ 188,726,351 $ 130,817,238 Total liabilities and stockholders’ equity $ 370,555,035 $ 178,417,515 See notes to accompanying consolidated financial statements. F- 2 VENU HOLDING CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in US Dollars) 2025 2024 For the years ended December 31, 2025 2024 Revenues Restaurant including food and beverage revenue, net $ 9,773,696 $ 10,828,972 Event center ticket and fees revenue, net 6,045,286 4,648,478 Rental and sponsorship revenue, net 2,078,064 2,356,933 Total revenues, net $ 17,897,046 $ 17,834,383 Operating costs Food and beverage 2,379,204 2,409,133 Event center 3,575,159 2,554,606 Labor 4,658,088 4,383,505 Rent 1,838,238 1,361,787 General and administrative 36,954,414 18,832,115 Equity compensation 15,345,687 12,015,133 Depreciation and amortization 6,177,692 3,656,229 Total operating costs $ 70,928,482 $ 45,212,508 Gain on sale of property ($ 6,608,315 gain from related party transaction) 6,896,983 - Loss from operations $ ( 46,134,453 ) $ ( 27,378,125 ) Other income (expense), net Interest expense, net ( 4,582,602 ) ( 3,201,230 ) Other expense ( 199,168 ) ( 2,500,006 ) Other income 135,000 130,387 Total other income (expense), net ( 4,646,770 ) ( 5,570,849 ) Net loss $ ( 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 223,875 - Net loss attributable to common stockholders $ ( 44,317,597 ) $ ( 30,339,755 ) Weighted average number of shares of Class B common stock, outstanding, basic and diluted 363,552 724,629 Basic and diluted net loss per share of Class B common stock $ ( 1.10 ) $ ( 0.86 ) Weighted average number of shares of Class C common stock, outstanding, basic and diluted - 6,758,034 Basic and diluted net loss per share of Class C common stock $ - $ ( 0.86 ) Weighted average number of shares of Class D common stock, outstanding, basic and diluted - 16,319,014 Basic and diluted net loss per share of Class D common stock $ - $ ( 0.86 ) Weighted average number of shares of Common stock, outstanding, basic and diluted 39,981,214 11,642,944 Basic and diluted net loss per share of Common stock $ ( 1.10 ) $ ( 0.86 ) See notes to accompanying consolidated financial statements. F- 3 VENU HOLDING CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) (in US Dollars) Number of Shares Amount Number of Shares Amount Number of Shares Amount Number of Shares Amount Paid In Capital Accumulated Deficit Number of Shares Amount Corporation Equity Controlling Interests Total Equity Class B Common Stock Class C Common Stock Class D Common Stock Common Stock Additional Treasury Stock Total Venu Holding Non- Number of Shares Amount Number of Shares Amount Number of Shares Amount Number of Shares Amount Paid In Capital Accumulated Deficit Number of Shares Amount Corporation Equity Controlling Interests Total Equity Balances at December 31, 2024 379,990 $ 379 - $ - - $ - 37,471,465 $ 37,472 $ 144,546,368 $ ( 47,361,208 ) 276,245 $ ( 1,500,076 ) $ 95,722,935 $ 35,094,303 $ 130,817,238 Issuance of shares - - - - - - 2,950,722 2,951 33,071,150 - - - 33,074,101 - 33,074,101 Exercise of warrants - - - - - - 127,273 127 344,973 - - - 345,100 - 345,100 Warrants issued as debt discount with convertible debt transaction - - - - - - - - 1,210,926 - - - 1,210,926 - 1,210,926 Equity issued for services - - - - - - 30,000 30 277,870 - - - 277,900 - 277,900 Equity based compensation - - - - - - - - 15,067,787 - - - 15,067,787 - 15,067,787 Equity issued for interest for convertible promissory note - - - - - - 146,034 146 803,558 - - - 803,704 - 803,704 Equity issued for interest for convertible promissory note renewal - - - - - - 36,460 36 364,564 - - - 364,600 - 364,600 Acquisition of treasury stock - - - - - - ( 476,190 ) ( 476 ) - - 476,190 ( 6,399,524 ) ( 6,400,000 ) - ( 6,400,000 ) Shareholder contribution associated with convertible debt transaction - - - - - - - - - - - - - - - Conversion of convertible debt and interest to common stock - - - - - - 1,000,000 1,000 9,999,000 - - - 10,000,000 - 10,000,000 Conversion of convertible promissory note to common stock - - - - - - 1,500,000 1,600 14,998,718 - - - 15,000,318 - 15,000,318 Contingently Redeemable Convertible Cumulative Series B Preferred Stock dividends accrued - - - - - - - - ( 223,875 ) - - - ( 223,875 ) - ( 223,875 ) Conversion of Common Stock Class B to Common Stock ( 75,000 ) ( 75 ) - - - - 75,000 75 - - - - - - - Subsidiary issuance of shares, net of Venu purchase of Subsidiary shares - - - - - - - - 1,591,648 - - - 1,591,648 40,454,795 42,046,443 Distributions to non-controlling shareholders - - - - - - - - - - - - - ( 2,876,668 ) ( 2,876,668 ) Net loss - - - - - - - - - ( 44,093,722 ) - - ( 44,093,722 ) ( 6,687,501 ) ( 50,781,223 ) Balances at December 31, 2025 304,990 $ 304 - $ - - $ - 42,860,764 $ 42,961 $ 222,052,687 $ ( 91,454,930 ) 752,435 $ ( 7,899,600 ) $ 122,741,422 $ 65,984,929 $ 188,726,351 Balances at December 31, 2023 1,959,445 $ 1,960 30,306,030 $ 30,306 $ - $ - - $ - $ 47,743,085 $ ( 17,021,453 ) 76,245 $ ( 76 ) $ 30,753,822 $ 31,225,863 $ 61,979,685 Balance 1,959,445 $ 1,960 30,306,030 $ 30,306 $ - $ - - $ - $ 47,743,085 $ ( 17,021,453 ) 76,245 $ ( 76 ) $ 30,753,822 $ 31,225,863 $ 61,979,685 Issuance of shares - - 2,832,584 2,833 - - 467,757 468 32,056,249 - - - 32,059,550 - 32,059,550 Exercise of warrants 52,847 52 - - - - - - - - - - 52 - 52 Warrants issued as debt discount - - - - - - - - 3,000,140 - - - 3,000,140 - 3,000,140 Equity issued for services - - 700,000 700 - - - - 6,999,300 - - - 7,000,000 - 7,000,000 Equity based compensation - - - - - - - - 4,865,833 - - - 4,865,833 - 4,865,833 Equity issued for fixed asset acquisition - - - - 276,100 276 - - 2,760,724 - - - 2,761,000 - 2,761,000 Equity issued for interest and fees for convertible debt transaction - - - - 32,940 32 43,752 44 766,844 - - - 766,920 - 766,920 Acquisition of treasury stock - - - - - - ( 200,000 ) ( 200 ) 200 - 200,000 ( 1,500,000 ) ( 1,500,000 ) - ( 1,500,000 ) Shareholder contribution associated with convertible debt transaction - - - - - - - - 2,500,000 - - - 2,500,000 - 2,500,000 Common shares issued through initial public offering - - - - - - 1,380,000 1,380 12,652,720 - - - 12,654,100 - 12,654,100 Conversion of Common Stock Class B to Common Stock Class D ( 1,628,636 ) ( 1,629 ) - - 1,628,636 1,629 - - - - - - - - - Conversion of Common Stock Class B to Common Stock ( 3,666 ) ( 4 ) - - - - 3,666 4 - - - - - - - Conversion of Common Stock Class C to Common Stock Class D - - ( 33,838,614 ) ( 33,839 ) 33,838,614 33,839 - - - - - - - - - Conversion of Common Stock Class D to Common Stock - - - - ( 35,776,290 ) ( 35,776 ) 35,776,290 35,776 - - - - - - - Subsidiary issuance of shares, net of Venu purchase of Subsidiary shares - - - - - - - - 31,201,273 - - - 31,201,273 7,412,094 38,613,367 Distributions to non-controlling shareholders - - - - - - - - - - - - - ( 934,435 ) ( 934,435 ) Net loss - - - - - - - - - ( 30,339,755 ) - - ( 30,339,755 ) ( 2,609,219 ) ( 32,948,974 ) Balances at December 31, 2024 379,990 $ 379 - $ - - $ - 37,471,465 $ 37,472 $ 144,546,368 $ ( 47,361,208 ) 276,245 $ ( 1,500,076 ) $ 95,722,935 $ 35,094,303 $ 130,817,238 Balance 379,990 $ 379 - $ - - $ - 37,471,465 $ 37,472 $ 144,546,368 $ ( 47,361,208 ) 276,245 $ ( 1,500,076 ) $ 95,722,935 $ 35,094,303 $ 130,817,238 See notes to accompanying consolidated financial statements. F- 4 VENU HOLDING CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in US Dollars) 2025 2024 For the years ended December 31, 2025 2024 Net loss $ ( 50,781,223 ) $ ( 32,948,974 ) 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 1,168,304 766,920 Equity based compensation 15,067,787 12,015,133 Equity issued for services 277,900 - Amortization of debt discount 916,681 2,917,989 Noncash lease expense 532,187 498,808 Depreciation and amortization 6,177,692 3,656,229 Noncash financing expense - 2,500,000 Project abandonment loss - 668,403 Noncash interest and debt discount 275,514 - Changes in operating assets and liabilities: Inventories ( 249,184 ) ( 39,537 ) Prepaid expenses and other current assets ( 1,695,572 ) ( 641,736 ) Security and other deposits ( 140,567 ) 332,889 Accounts payable 17,846,452 4,694,025 Accrued expenses 24,067,057 2,858,450 Accrued payroll and payroll taxes 314,973 ( 69,070 ) Deferred revenue 14,405 764,078 Operating lease liabilities ( 471,156 ) ( 465,890 ) Licensing liability 1,224,933 6,250,000 Net cash provided by operating activities 7,649,200 3,757,717 Cash flows from investing activities Purchase of property and equipment ( 141,655,251 ) ( 72,483,650 ) Investment in EIGHT Brewing ( 1,999,999 ) - Investment in related party ( 5,262 ) - Proceeds from sale of 13141 BP 2,627,990 - Proceeds from gain on sale of property - related party 7,600,000 - Net cash acquired from acquisition of 13141 BP - 74,085 Net cash used in investing activities ( 133,432,522 ) ( 72,409,565 ) Cash flows from financing activities Receipt of convertible promissory note 18,000,000 - Receipt of short-term promissory note - ( 10,000 ) Proceeds from NNN firesuite liability 30,789,000 - Proceeds from municipality promissory note - 6,200,000 Proceeds from issuance of Contingently Redeemable Convertible Cumulative Series B Preferred Stock 10,125,000 - Proceeds from issuance of shares 33,074,101 31,960,250 IPO issued - 12,654,100 Proceeds from exercise of warrants 345,100 52 Proceeds from sale of non-controlling interest equity 42,046,443 38,463,367 Acquisition of treasury stock - ( 1,500,000 ) Principal payments on long-term debt ( 382,750 ) ( 313,136 ) Payment of promissory note ( 2,000,000 ) - Payment for personal guarantee on convertible debt - ( 100,000 ) Distributions to non-controlling shareholders ( 2,876,668 ) ( 934,435 ) Net cash provided by financing activities 129,120,226 86,420,198 Net increase in cash and cash equivalents 3,336,904 17,768,350 Cash and cash equivalents, beginning 37,969,454 20,201,104 Cash and cash equivalents, ending $ 41,306,358 $ 37,969,454 Supplemental disclosure of non-cash operating, investing and financing activities: Cash paid for interest $ 621,391 $ 406,483 Cash paid for income taxes $ - $ - Property acquired via promissory note $ 42,918,071 $ - Right-of-Use Assets obtained in exchange for operating lease liabilities $ 16,498,944 $ 471,476 Conversion of convertible debt and interest to common equity $ 25,000,318 $ - Debt discounts - warrants $ 1,210,926 $ 3,000,140 Accrued preferred stock dividends $ 223,875 $ - Acquisition of treasury stock from sale of property - related party $ 6,400,000 $ - Property acquired via convertible debt $ - $ 10,000,000 Property acquired via short-term promissory note $ - $ 2,000,000 Land returned in exchange for termination of promissory note payable $ - $ 3,267,000 Debt discount - suite granted to lender $ - $ 200,000 Equity issued for origination fee $ - $ 100,000 See notes to accompanying consolidated financial statements. F- 5 VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Organization Venu Holding Corporation (“Venu” or “the Company” f/k/a Notes Live, Inc.) is a Colorado corporation formed on March 13, 2017. The Company is a hospitality and entertainment business to which it earns revenues from operating restaurants, hosting events, renting event space and operating outdoor amphitheaters. 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. The Company’s subsidiaries and its interests in each are presented below: SCHEDULE OF COMPANY’S SUBSIDIARIES AND ITS INTERESTS As of As of December 31, 2025 December 31, 2024 Name of Entity Place of Incorporation Interest Interest Bourbon Brothers Holdings LLC (“BBH”) Colorado 100 % 100 % Bourbon Brothers Smokehouse and Tavern CS, LLC (“BBST”) Colorado 100 % 100 % Bourbon Brothers Presents, LLC d/b/a Phil Long Music Hall (“BBP”) * Colorado 89 % 89 % Bourbon Brothers Smokehouse and Tavern GA, LLC (“BBSTGA”) Georgia 100 % 100 % Bourbon Brothers Presents GA, LLC (“BBPGA”) Georgia 100 % 100 % Notes Holding Company, LLC (“NH”) Colorado 100 % 100 % 13141 Notes, LLC d/b/a Notes (“Notes”) Colorado 100 % 100 % Sunset Amphitheater, LLC (“Sunset”) * Colorado 14 % 10 % Hospitality Income & Asset, LLC (“HIA”) * Colorado 99 % 99 % Bourbon Brothers Licensing, LLC (“BBL”) Colorado 100 % 100 % GA HIA, LLC (“GAHIA”) * Colorado 15 % 16 % Notes Live Real Estate, LLC (“NotesRE”) Colorado 100 % 100 % Roth’s Sea & Steak, LLC (“Roth Sea”) Colorado 100 % 100 % Sunset Operations, LLC (“SunsetOps”) Colorado 100 % 100 % Sunset Hospitality Collection, LLC (“SHC”) * Colorado 54 % 47 % Notes Hospitality Collection, LLC (“NHC”) Colorado 100 % 100 % Sunset at Broken Arrow, LLC (“BA”) * Colorado 54 % 74 % Sunset at Mustang Creek, LLC (“MC”) Colorado 100 % 89 % Sunset at McKinney, LLC (“MK”) * Colorado 68 % 80 % Sunset Operations at McKinney, LLC (“McKinneyOps”) Colorado 100 % 100 % Sunset at El Paso, LLC (“EP”) * Colorado 98 % 100 % Sunset Operations at El Paso, LLC (“EPOps”) Colorado 100 % 100 % Polaris Pointe Parking, LLC (“PPP”) Colorado 100 % 100 % Venu Income, LLC (“Income”) * Colorado 94 % 0 % Venu VIP Rides, LLC (“Rides”) * Colorado 50 % 50 % Notes CS I, DST (“Trust”) * Delaware 86 % 100 % Notes CS I Holdings, LLC (“Holdings LLC”) Colorado 100 % 100 % Notes CS I ST, LLC (“Signatory”) Colorado 100 % 100 % Venu LuxeSuite Holdings, LLC (“Luxe”) Colorado 100 % 0 % Venu 280, LLC (“Artist 280”)* Colorado 100 % 0 % Venu Presents LLC (“Venu Presents”) Colorado 100 % 0 % Sunset at Houston in Webster, LLC (“Sunset Houston”) * Colorado 98 % 0 % Hall at Centennial LLC (“Centennial”) * Colorado 93 % 0 % * These entities are considered majority-owned subsidiaries or variable interest entities and consolidated into the Venu Holding Corporation consolidated financials F- 6 VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS (Continued) Bourbon Brothers Holdings Company, LLC (“BBH”) is a holding Company designed to own and manage each of the Bourbon Brothers-related operating entities. Bourbon Brothers Smokehouse and Tavern CS, LLC (“BBST”) is the sole owner and operator of its restaurant operations. The restaurant building is leased from Hospitality Income & Asset, LLC (“HIA”), a majority owned subsidiary, whom the Company has a lease with and then purchased a majority of HIA in the year ended December 31, 2022 (refer to Note 7 – Related Party Transactions footnote for further details of this acquisition). Bourbon 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. Bourbon Brothers Smokehouse and Tavern GA, LLC (“BBSTGA”) is the sole owner and operator of its restaurant operations. Bourbon Brothers Presents GA, LLC (“BBPGA”) is the Company’s concert and event venue in Gainesville, Georgia, specializing in producing music concerts as well as other types of live entertainment, including comedy acts and speaking engagements. Additionally, this concert and event venue facility is utilized to host corporate events and weddings. BBPGA is the sole owner and operator of the facility operations. Bourbon Brothers Licensing, LLC (“BBL”) BBL is designed to exclusively serve as the entity which licenses the Bourbon Brothers brand. Notes Holding Company, LLC (“NH”) is a pass-through entity established to hold the Company’s equity interests in various subsidiaries. 13141 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 and closed on July 18, 2025. 13141 BP, LLC (“13141 BP”) was acquired by the Company on June 26, 2024. The Company purchased 100 % of the membership units from 13141 BP’s members. 13141 BP owned the land and buildings from which Notes used under an existing lease arrangement. The Company 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). Sunset Amphitheater, LLC (“Sunset”) is a hospitality-focused music venue located in Colorado Springs. This venue opened in August 2024 d/b/a Ford Amphitheater. The Company owns 14 % of this variable interest entity and 100 % of its voting control and consolidates it into its financials. Hospitality Income & Asset, LLC (“HIA”) was acquired by the Company on April 1, 2022 and owns the land and buildings for which both BBST and BBP currently use from existing lease arrangements. The Company owns 99 % of this majority-owned subsidiary and 100 % of its voting control and consolidates it into its financials. GA 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. F- 7 VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS (Continued) Notes Live Real Estate, LLC (“NotesRE”) holds title to certain Company real estate assets. Roth’s 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. Sunset Operations, LLC (“Sunset Ops”) is the operating entity that manages the operations of Ford Amphitheater which opened August 9, 2024. Sunset 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. Notes 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 opened to the public in early November 2025. Sunset 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. Sunset at Mustang Creek, LLC (“Sunset MC”) was planned to be a hospitality-focused music venue located in Mustang Creek, OK. The Company does not plan to move forward with operations in this municipality. Sunset at McKinney, LLC (“Sunset MC”) is a hospitality-focused music venue located in McKinney, TX and officially broke ground in June 2025. The Company owns 68 % of this majority-owned subsidiary and 100 % of its voting control and consolidates it into its financials. Sunset at El Paso, LLC (“Sunset EP”) is a hospitality-focused music venue located in El Paso, TX and officially broke ground in November 2025. The Company owns 98 % of this majority-owned subsidiary and 100 % of its voting control and consolidates it into its financials. Sunset 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 Fall 2027. Polaris 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). Venu VIP Rides, LLC (“Rides”) is an entity that provides transportation services to Venu’s employees and shareholders. The Company owns 50 % of the subsidiary and 100 % of its voting control and consolidates it into its financials. F- 8 VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS (Continued) Notes 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 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, a Delaware Statutory Trust (the “ Trust ”) in exchange for a 100 % of the beneficial interests in the Trust. The signatory trustee for the Trust is Notes CS I ST, LLC, a wholly owned subsidiary of Venu. Beneficial owners have no voting rights with respect to the affairs of the Trust and do not have legal title to any portion of the property held by the Trust. Instead, the signatory trustee has the sole power and authority to manage the activities and affairs of the Trust, including the power and authority to sell the property and the Trust holds legal title to the property. Under the documents governing the Trust, beneficial interest holders are entitled to distributions on a pro rata basis of the base rent payments made to the Trust from the ground tenant. Holdings, LLC 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. Venu 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. Venu 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. Venue Presents, LLC (“Venu Presents”) is the operator that manages the Sunset Amphitheater in McKinney, TX operations and premises. Sunset 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. Hall 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 operations. The Company owns 93 % of this variable interest entity and 100 % of its voting control and consolidates it into its financials. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Use of Estimates The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Risks and Uncertainties The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgements that affect the application of accounting policies and the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations regarding future events that are believed to be reasonable under the circumstances. Actual results may differ significantly from these estimates. F- 9 VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) 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; 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. Liquidity and Capital Resources The 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. The 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 that substantial doubt about the Company’s ability to continue as a going concern for the next twelve months has been alleviated. The 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 of $ 50,781,223 and $ 32,948,974 for the years ended December 31, 2025 and 2024, respectively. These conditions raised substantial doubt about the Company’s ability to continue as a going concern; 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 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. Principles of Consolidation The 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. F- 10 VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Fair Value Measurements Fair values have been determined for measurement and/or disclosure purposes based on the following methods. The Company characterizes inputs used in determining fair value using a hierarchy that prioritizes inputs depending on the degree to which they are observable. The levels of the fair value hierarchy are as follows: ● 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); and ● 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). The 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. Cash and Cash Equivalents The Company considers cash and cash equivalents to include all highly liquid investments with an original maturity of three months or less. Our cash and cash equivalents include bank accounts as well as interest-bearing accounts consisting primarily of bank deposits and money market accounts managed by third-party financial institutions. 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. As of 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. Inventories Inventories, consisting principally of food, beverages and supplies, are stated at the lower of cost (determined by the first-in, first-out method) or net realizable value. The Company reviews inventory on a weekly basis and determines if slow-moving or obsolete inventory exists. No allowance is deemed necessary as of December 31, 2025 and 2024. Investments in related parties The 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, Investments - Equity Securities ; ASC 325, Investments – Other ; ASC 810, Consolidation; 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 Statements of Operations as other income. See Note 7 – Investments in Related Parties and Note 8 – Related Party Transactions for further discussion. F- 11 VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Property and Equipment Property and equipment are recorded at historical cost net of accumulated depreciation and amortization, write-downs and impairment losses. Property and equipment are recorded as construction in progress until they are placed in service and are depreciated or amortized once placed in service. Depreciation and amortization are calculated on a straight-line basis over the following periods: The estimated useful lives are: SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES Leasehold improvements Shorter of lease term or useful life Furniture, fixtures and equipment 2 - 10 years Buildings Up to 40 years Aircraft 20 years Property 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 The 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. Intangible Assets Intangible assets with a finite life are recorded at cost and are amortized on a straight-line basis over estimated useful lives. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. The Company currently has naming rights that are amortized on a straight-line basis over six years . The Company reviews the carrying values of its intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group might not be recoverable. Impairment Assessment of Long-Lived Assets Long-lived 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. An impairment loss is recognized in an amount equal to the excess of the carrying value over the estimated fair value. No impairment loss was recognized during the years ended December 31, 2025 and 2024. Provision for Uncollectible Accounts See “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. The 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 losses. For all periods presented, there were no uncollectible accounts. F- 12 VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Revenue Recognition The Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) ASC 606, Revenue from Contracts with Customers . This ASC requires an entity to allocate the transaction price received from customers to each separate and distinct performance obligation and recognize revenue as these performance obligations are satisfied. The Company recognizes revenue from restaurant sales when food and beverage products are transferred to the customer. Revenue from a venue rental, concert or show is recognized when the event, concert or show occurs. 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. As of December 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. The 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. The 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 2024. 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; (iv) food and beverage sold at the shows and events; 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. On 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 year. 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. On 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 at McKinney. The Agreement may be terminated without penalty if certain conditions are not satisfied or may otherwise be terminated upon an uncured event of default. F- 13 VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Leases The Company accounts for its leases in accordance with ASC 842, Leases . Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded in the 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 implicit in the lease. 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. Long-term Licensing Liability The 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. Advertising Expenses Advertising costs are expensed as incurred and included in operating expenses in the accompanying Consolidated Statements of Operations. Total advertising expenses were approximately $ 6,102,505 and $ 3,568,704 for the years ended December 31, 2025 and 2024, respectively. Pre-Opening Expenses Non-capital 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. Debt Issuance Costs Debt issuance costs incurred in connection with the issuance of long-term debt are recorded as reductions of long-term debt and are amortized over the term of the related debt. 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. Equity Based Compensation The Company recognizes equity-based compensation expense based on the fair value of the warrants or stock options at the time of the grant or issuance. 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. F- 14 VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Equity Issuance Costs Equity issuance costs represent amounts paid for legal, consulting, and other offering expenses in conjunction with the future raising of additional capital to be performed within one year. These costs are netted against additional paid-in capital as a cost of the stock issuance upon closing of the respective stock placement. Stock Options and Warrants The 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. Income Taxes The Company is subject to federal and state income taxes. A proportional share of the Company’s subsidiaries’ provisions are included in the consolidated financial statements. Deferred income tax assets and liabilities are computed for differences between the asset and liability method and financial statement amounts that will result in taxable or deductible amounts in the future. The Company computes deferred balances based on enacted tax laws and applicable rates for the periods in which the differences are expected to affect taxable income. A valuation allowance is recognized for deferred tax assets if it is more likely than not that some portion or all of the net deferred tax assets will not be realized. In making such a determination, all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies and results of recent operations 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. 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. Unrecognized 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 it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the largest amount of tax benefit that is more than 50 percent likely to be realized is recognized. Interest and penalties related to unrecognized tax benefits are recorded in income tax benefit. The 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 subsidiaries’ LLCs are still in place, with the parent Company filing as a corporation. F- 15 VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) 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 stockholders in the accompanying 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 consolidated 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 ”). The Company is the entity that holds the majority, and only, voting interests and is also the primary beneficiary of the 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 100 % controlling financial interest, as the Company owns 100 % of the voting membership interest, in all of its majority-owned subsidiaries and VIEs as equity transactions. As such, the Company is the entity that holds the majority, and only, voting interests and is also the primary beneficiary of the VIEs. These VIEs meets the definition of a business and the VIE’s assets can be used for purposes other than the settlement of the VIE’s obligations, The Company is the holder of controlling variable interests in its VIEs and is also the holder as the primary beneficiary of all of its VIEs. These VIEs exist for the Company’s operations and purposes. The Company is the sole manager of the legal entity and operating manager of these VIEs. The Company would provide support to the VIEs, including events that may expose the Company to the VIEs reporting losses. The Company directly controls the VIE’s financial position in terms of operations, construction, acquisition of real estate, financial performance and directs its cash flows. As the VIEs issue voting equity interests to the Company, the Company holds 100% voting interest and is also the primary beneficiary of the VIE. The VIEs meet or will meet the definition of a business once open for operations and the VIEs’ assets can be used for purposes other than settlement of the VIE’s obligations. 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 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. 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. F- 16 VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) The following table shows the classification and carrying value of assets and liabilities of consolidated VIEs as of December 31, 2025 and 2024: SCHEDULE OF CARRYING VALUE OF ASSETS AND LIABILITIES OF CONSOLIDATED VARIABLE INTEREST ENTITIES 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 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 The following table is a summary of the Company’s non-controlling interests for the years ended December 31, 2025 and 2024: SCHEDULE OF NON CONTROLLING INTERESTS BBPCO Sunset CO HIA GAHIA SHC Sunset BA Sunset MC Sunset McK Sunset EP Venu Inc Venu VIP Notes CS 1 Luxe Sunset Hous Hall at Cen Total Balance at December 31, 2024 ( 91,207 ) 20,093,064 585,324 6,631,807 3,137,216 110,810 ( 65,428 ) 4,595,687 - - ( 3,595 ) 100,625 - - - 35,094,303 Net income (loss) attributable to Non-Controlling Interest 1/1-12/31/25 ( 56,399 ) ( 2,859,636 ) ( 13,162 ) 178,043 ( 939,092 ) ( 725,651 ) - ( 2,113,952 ) ( 24,509 ) ( 22,291 ) ( 2,242 ) ( 101,637 ) - ( 5,177 ) ( 1,796 ) ( 6,687,501 ) Subsidiary issuance of shares - - - - 14,137,938 6,751,767 - 17,097,022 ( 7,295 ) 377,785 - 1,932,162 - 64,801 100,615 40,454,795 Distributions to non-controlling shareholders - ( 250,000 ) ( 5,454 ) ( 497,020 ) ( 898,834 ) - ( 876,250 ) - - ( 120,907 ) - ( 228,203 ) - - - ( 2,876,668 ) Balance at December 31, 2025 ( 147,606 ) 16,983,428 566,708 6,312,830 15,437,227 6,136,926 ( 941,678 ) 19,578,757 ( 31,804 ) 234,587 ( 5,837 ) 1,702,947 - 59,624 98,819 65,984,929 BBPCO Sunset CO HIA GAHIA SHC Sunset BA Sunset MC Sunset McK Venu VIP Notes CS 1 Total Balance at December 31, 2023 ( 118,444 ) 21,620,755 601,110 6,733,243 2,053,440 47,106 288,653 - - - 31,225,863 Balance ( 118,444 ) 21,620,755 601,110 6,733,243 2,053,440 47,106 288,653 - - - 31,225,863 Net income (loss) attributable to Non-Controlling Interest 1/1-12/31/24 27,237 ( 1,379,798 ) ( 12,150 ) 341,324 ( 926,840 ) ( 334,279 ) ( 40,504 ) ( 278,811 ) ( 3,150 ) ( 2,248 ) ( 2,609,219 ) Subsidiary issuance of shares - 338,742 - - 2,010,616 397,983 ( 313,577 ) 4,874,498 ( 445 ) 104,277 7,412,094 Distributions to non-controlling shareholders - ( 486,635 ) ( 3,636 ) ( 442,760 ) - ( 1,404 ) ( 934,435 ) Balance at December 31, 2024 ( 91,207 ) 20,093,064 585,324 6,631,807 3,137,216 110,810 ( 65,428 ) 4,595,687 ( 3,595 ) 100,625 35,094,303 Balance ( 91,207 ) 20,093,064 585,324 6,631,807 3,137,216 110,810 ( 65,428 ) 4,595,687 ( 3,595 ) 100,625 35,094,303 Segment Reporting The Company considers our restaurant and event center operations as similar, in close proximity, and have aggregated them into a single reportable segment. 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. F- 17 VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Recently Issued and Adopted Accounting Pronouncements On 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; and (v) the amount of income taxes paid disaggregated by jurisdiction. The Company has elected to adopt this guidance prospectively beginning January 1, 2025. On November 4, 2024, the FASB issued ASU No. 2024-03, Expense Disaggregation Disclosures (“ASU 2024-03”). ASU 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. In 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. GAAP. 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. The OBBBA contains multiple effective dates, with some provisions applicable beginning in 2025. The legislation does not impact the Company’s prior years’ financial statements. NOTE 3 – PROPERTY AND EQUIPMENT Property and equipment, net, were as follows: SCHEDULE OF PROPERTY AND EQUIPMENT As of As of December 31, December 31, 2025 2024 Leasehold Improvements $ 191,059 $ 399,319 Furniture and equipment 14,500,083 10,057,967 Land and buildings 157,646,079 93,377,840 Aircraft 23,538,763 - Construction in progress 122,737,630 40,518,315 Property and equipment, gross $ 318,613,614 $ 144,353,441 Accumulated depreciation and amortization ( 12,666,337 ) ( 7,137,505 ) Property and equipment, net $ 305,947,277 $ 137,215,936 Depreciation 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. F- 18 VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 NOTE 4 - INTANGIBLES Intangible assets subject to amortization consist of the following: SCHEDULE OF INTANGIBLE ASSET Useful December 31, December 31, Life 2025 2024 Naming rights 6 years $ 400,314 $ 400,314 Accumulated amortization ( 255,756 ) ( 189,038 ) Intangible assets, net $ 144,558 $ 211,276 The intangible naming rights asset was put into use in 2023. Amortization expense relating to the intangible assets for the years ended December 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: SCHEDULE OF ESTIMATED AMORTIZATION EXPENSE 2026 $ 66,719 2027 66,719 2028 11,120 Total $ 144,558 NOTE 5 – LEASES The Company leases the properties used for some of its restaurants, venues, office space and parking spaces. Through June 30, 2022, the Company leased the land and buildings used in BBST and BBP operations from HIA. On April 1, 2022, the Company purchased a controlling interest in the equity of HIA. Accordingly, the impact of the lease is eliminated in the consolidated financial statements. 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. The lease was structured as a triple net (“NNN”) lease, which this type of lease includes costs of maintenance, repairs, operations, taxes and insurance, with annual rents of $ 90,000 through July 1, 2024 and throughout 2023. The lease was amended as of July 1, 2024, to include costs of maintenance, repairs, operations, taxes and insurance. As of the acquisition date, the lease is eliminated in consolidations. As of July 18, 2025, 13141 BP sold the land and building to a 3 rd party and Notes Eatery ceased its operations. The Company leases its office space from an unrelated party. The lease is until November 30, 2029 and escalates in base rent by 1.3 % each year. Additionally, the Company leases an executive apartment from an unrelated party. The lease was terminated early in January 2026. On 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. Total 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. 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. F- 19 VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 NOTE 5 – LEASES (Continued) The following table shows balance sheet information related to the operating leases: SCHEDULE OF BALANCE SHEET INFORMATION RELATED TO LEASES Balance Sheet Information Classification 2025 2024 As of Balance Sheet Information Classification December 31, 2025 December 31, 2024 Assets Right-of-use assets Operating Leases $ 17,397,009 $ 1,351,600 Liabilities Current portion of lease liabilities Operating Leases $ 605,261 $ 364,244 Long-term portion of lease liabilities Operating Leases $ 16,886,027 $ 1,020,604 Total lease liabilities $ 17,491,288 $ 1,384,848 The future minimum lease payments of existing operating lease liabilities are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS OF OPERATING LEASE LIABILITIES For the year ending December 31, 2026 $ 1,446,995 2027 1,365,672 2028 1,350,846 2029 1,360,832 2030 1,163,833 Thereafter 21,104,749 Total lease payments $ 27,792,927 Less: imputed interest ( 10,301,639 ) Present value of lease liabilities $ 17,491,288 Less: current portion ( 605,261 ) Long-term portion $ 16,886,027 SCHEDULE OF SUPPLEMENTAL INFORMATION OF OPERATING LEASES As of December 31, December 31, 2025 2024 Weighted-average remaining lease term (years) 18.88 4.16 Weighted-average discount rate 5.04 % 5.66 % NOTE 6 – INVESTMENTS The Company has a minority interest in an outside entity. 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 . 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 Stock”. 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. F- 20 VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 NOTE 7 – INVESTMENTS IN RELATED PARTIES The 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. The activity related to these investments for the years ended December 31, 2025 and 2024 are as follows: SCHEDULE OF INVESTMENT Roth Industries LLC Culinova, Inc. Total Balance at December 31, 2023 $ 550,000 $ - $ 550,000 Additions - - - Balance at December 31, 2024 $ 550,000 $ - $ 550,000 Additions - 5,262 5,262 Balance at December 31, 2025 $ 550,000 $ 5,262 $ 555,262 NOTE 8 – RELATED PARTY TRANSACTIONS The 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. 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. 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. The 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 fair values. The Company purchased these units of 13141 BP for a total purchase price of $ 2,761,000 using equity. The members of 13141 BP were also shareholders of the Company prior to the purchase. Under the terms of the purchase agreement, the Company issued 276,100 shares of Class D common stock. The Company owns 100 % of this subsidiary and 100 % of its voting control and consolidates it into its financials. F- 21 VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 NOTE 8 – RELATED PARTY TRANSACTIONS (Continued) Under the acquisition method of accounting, the total fair value of consideration transferred was allocated as follows as of June 26, 2024: SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED Consideration Issuance of shares $ 2,761,000 Fair value of consideration $ 2,761,000 Assets acquired and liabilities assumed Cash $ 74,085 Fixed Assets 2,519,435 Lease receivable 191,028 Accrued and other current liabilities ( 23,548 ) Net assets acquired $ 2,761,000 13141 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. In 2025, the Company entered into several lease, debt and equity transactions with a related party, who is a significant shareholder of the Company. 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 details). NOTE 9 – DEBT SBA Economic Injury Disaster Loan On May 4, 2020, the Company executed the standard loan documents required for securing a loan (the “EIDL Loan”) from the SBA under its Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the Company’s business. 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, 2025 and 2024, the principal balance of $ 500,000 remains outstanding. Bank Loans and Promissory Notes On 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 10, 2031 . 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. F- 22 VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 NOTE 9 – DEBT (Continued) On 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 the Company and the City of Murfreesboro, TN agreed to discontinue the development project previously planned for 20.13 acres as originally conceived. The City sold the undeveloped property to Venu subject to reconveyance and other termination provisions if the project was discontinued. The City and Venu proceeded with reconveyance of the property and the City terminated the promissory note of $ 3,267,000 . The outstanding balance as of December 31, 2025 and 2024 was $ 0 and $ 0 , respectively. On 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 the mortgage. GAHIA began to draw on this mortgage in early 2023 with the final mortgage amount in place in June 2023. The mortgage accrues interest at 3.95 % and matures on May 26, 2043 . 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 Roth. 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. On 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. F- 23 VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 NOTE 9 – DEBT (Continued) 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 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 by JW Roth. Artist 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. Monthly payments of principal and interest are due under the Note and will be calculated by amortizing the principal amount of the Note over 240 months. The outstanding balance as of December 31, 2025 was $ 11,928,956 . The Loan is personally guaranteed by JW Roth up $ 4,500,000 . Convertible debt 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 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 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. On 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. On 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. F- 24 VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 NOTE 9 – DEBT (Continued) 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 common share, 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. Total debt consists of the following: SCHEDULE OF DEBT December 31, December 31, 2025 2024 SBA Economic Injury Disaster Loan $ 500,000 $ 500,000 Bank loans and promissory notes 56,468,259 15,701,718 Long-term convertible debt 1,907,530 9,433,313 Total debt 58,875,789 25,635,031 Less: current maturities 400,108 11,534,814 Long-term debt, including convertible debt $ 58,475,681 $ 14,100,217 Following is the future maturities of total debt for the year ending December 31, SCHEDULE OF FUTURE MATURITIES OF LONG TERM DEBT 2026 $ 400,108 2027 25,437,366 2028 2,504,609 2029 558,696 2030 10,723,123 Thereafter 19,251,887 Total debt $ 58,875,789 NOTE 10 – EQUITY Stockholders’ Equity On 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 exchange to Class D shares at a 1 to 1 basis. 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 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 Stock. 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 . F- 25 VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 NOTE 10 – EQUITY (Continued) On 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 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. The Company received net proceeds of approximately $ 12,300,000 from the offering, after deducting underwriting discounts and commissions and other offering expenses. On January 3, 2025, the Company issued 10,000 shares of Common Stock to a services firm at a price of $ 10 per share. In April 2025, the Company issued a consultant 10,000 shares of our Common Stock in consideration for services rendered to the Company. In May 2025, the Company issued a consultant 10,000 shares of our Common Stock in consideration for services rendered to the Company. On 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. On 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. On 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. On 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. On 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. On 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. F- 26 VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 NOTE 10 – EQUITY (Continued) On 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 . On 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. In regards to the Company’s treasury shares, the Company has 76,245 shares of treasury stock that it acquired through the acquisition of HIA. 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. On 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. On 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. On 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. On 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 thereafter. 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 was open. For the year ended December 31, 2025, the Company made cash payments totaling $ 125,000 . F- 27 VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 NOTE 10 – EQUITY (Continued) On 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. NOTE 11 – EARNINGS PER SHARE The 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 period. 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. The Series B Preferred Stock is not a participating security and does not share in undistributed earnings beyond its fixed 4 % cumulative dividend. Under the two-class method, income available to common shareholders is reduced by the cumulative preferred dividend, whether declared or not. The 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 . The 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 Class B Common Basic and diluted net loss per share of common stock Numerator: Allocation of net loss $ ( 397,334 ) $ ( 43,696,388 ) Less : Series B preferred dividend $ ( 2,017 ) $ ( 221,858 ) Net loss attributable to common stock holders - basic $ ( 399,351 ) $ ( 43,918,246 ) Denominator: Basic and diluted weighted average shares outstanding 363,552 39,981,214 Basic and diluted net loss per share of common stock $ ( 1.10 ) $ ( 1.10 ) For the Year Ended December 31, 2024 Class B Class C Class D Common Basic and diluted net loss per share of common stock Numerator: Allocation of net loss $ ( 620,265 ) $ ( 5,784,717 ) $ ( 13,968,689 ) $ ( 9,966,084 ) Denominator: Basic and diluted weighted average shares outstanding 724,629 6,758,034 16,319,014 11,642,944 Basic and diluted net loss per share of common stock $ ( 0.86 ) $ ( 0.86 ) $ ( 0.86 ) $ ( 0.86 ) F- 28 VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 NOTE 12 – WARRANTS AND STOCK OPTIONS The 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. In 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 stock. The options outstanding as of December 31, 2025 have an exercise price of $ 10.00 per share. Following is a summary of the warrant and stock options activities during the years ended December 31, 2025 and 2024: SUMMARY OF WARRANT AND STOCK ACTIVITIES Number of Warrants and Options Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (in years) Outstanding, December 31, 2023 3,029,830 $ 2.59 Granted 3,158,333 $ 10.02 $ 5.64 Exercised ( 67,997 ) $ 2.23 Expired and forfeited ( 535,873 ) $ 6.34 Outstanding, December 31, 2024 5,584,293 $ 6.43 Outstanding, December 31, 2024 5,584,293 $ 6.43 Granted 4,824,250 $ 10.85 $ 3.47 Exercised ( 138,333 ) $ 3.49 Expired and forfeited ( 517,593 ) $ 8.74 Outstanding, December 31, 2025 9,752,617 $ 8.54 4.22 During 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. F- 29 VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 NOTE 12 – WARRANTS AND STOCK OPTIONS (Continued) The 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 December 31, 2024 Volatility 44.7 % to 98.9 % 69.3 % to 77.4 % Dividends 0.00 % 0.00 % Risk-free rate 0.4 % to 4.6 % 0.4 % to 4.8 % Expected Term (years) 3 - 5 3 - 5 Stock options and warrants are equity classified, not liability classified, and are not remeasured at fair value. NOTE 13 – INCOME TAXES The following table sets forth income before taxes: SCHEDULE OF FORTH INCOME BEFORE TAXES 2025 2024 U.S. ( 50,781,223 ) ( 32,793,466 ) Foreign - - Total income before taxes ( 50,781,223 ) ( 32,793,466 ) The following table reconciles the statutory income tax rates to actual rates based on income or loss before income taxes as of December 31, 2025 and 2024: SCHEDULE OF RECONCILIATION OF STATUTORY INCOME TAX RATES 2025 2024 Total Tax Rate Total Tax Rate Income tax benefit at federal statutory rate ( 10,664,057 ) 21.0 % ( 6,886,628 ) 21.0 % Non-controlling interest 2,012,411 - 4.0 % 312,596 - 1.0 % Equity based compensation 58,353 - 0.1 % 1,469,853 - 4.5 % Interest expense 266,987 - 0.5 % 595,025 - 1.8 % Financing expense - 0.0 % 525,000 - 1.6 % State and local income taxes net of federal tax benefit ( 1,450,204 ) 2.9 % ( 679,184 ) 2.1 % Others ( 182,978 ) 0.4 % 239,627 - 0.7 % Valuation allowance 9,959,488 - 19.7 % 4,423,711 - 13.5 % Provision for income taxes - 0.0 % - 0 % F- 30 VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 NOTE 13 – INCOME TAXES (Continued) Below is a summary of the Company’s deferred tax assets and liabilities: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2025 2024 Net operating loss and tax credits carry forwards 14,823,636 4,710,756 Lease liability 8,140,324 4,284,550 Investments in partnerships 3,227,176 1,565,317 Equity based compensation 5,291,552 1,493,341 Deferred revenue 338,390 407,571 Others 385,145 44,699 Deferred tax assets before valuation allowance 32,206,223 12,506,234 Valuation allowance ( 17,871,255 ) ( 7,911,767 ) Deferred tax assets after valuation allowance 14,334,968 4,594,467 Right of use assets ( 7,934,400 ) ( 4,122,635 ) Fixed assets ( 6,400,568 ) ( 471,832 ) Deferred tax liabilities ( 14,334,968 ) ( 4,594,467 ) Net deferred tax assets and liabilities - - The Company has federal net operating loss of $ 58,310,604 and $ 18,043,321 as of the current and prior year, respectively. All of the federal net operating loss has an indefinite carry forward period. The Company has various state net operating carry forwards. The determination of the state net operating loss carryforwards is dependent upon apportionment percentages and state laws that can change from year to year and impact the amount of such carryforwards. In general, under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (or the Code), a corporation that undergoes an “ownership change,” generally defined as a greater than 50% change by value in its equity ownership over a three-year period, is subject to limitations on its ability to utilize its pre-change net operating losses (“NOLs”), other tax attribute carryforwards and research and development credit carryforwards to offset future taxable income. Our existing NOLs, other tax attribute carryforwards and research and development credit carryforwards may be subject to limitations arising from previous ownership changes. If we undergo, or are deemed to have previously undergone, an ownership change, our ability to utilize NOLs, other tax attribute carryforwards and research and development credit carryforwards could be limited by Sections 382 and 383 of the Code. Additionally, future changes in our stock ownership, some of which might be beyond our control, could result in an ownership change under Section 382 of the Code. For these reasons, in the event we experience or are deemed to have experienced an “ownership change” for these purposes, we may not be able to utilize a material or even a substantial portion of the NOLs, other tax attribute carryforwards, research and development credit carryforwards, even if we attain profitability. We have not completed a Code Section 382 analysis regarding any limitation on our NOL carryforwards. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. Due primarily to its history of operating losses, the Company is unable to conclude that it is more likely than not that it will realize the benefits of its deferred tax assets. Therefore, the Company provided a valuation allowance against the entire net deferred tax assets during current year, reflecting an increase of $ 9,959,488 . Management does not believe that there are significant uncertain tax positions in the current and prior year. There are no interest and penalties related to uncertain tax positions in the current and prior year. F- 31 VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 NOTE 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. NOTE 14 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES The carrying amounts of accounts payable and accrued expenses approximated their fair values at December 31, 2025 and 2024. Accounts payable 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, 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. Total accrued expenses consists of the following: SCHEDULE OF ACCRUED EXPENSES 2025 2024 As of December 31, December 31, 2025 2024 General operating expenses $ 1,044,148 $ 1,045,617 Property and sales taxes 1,621,961 307,028 Interest accrued on long-term debt and NNN firesuite liability 1,478,322 46,457 Construction costs related to future venues 23,703,320 2,157,717 Total Accrued Expenses $ 27,847,751 $ 3,556,819 NOTE 15 – NNN FIRESUITE LIABILITY During 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. At 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. The 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. The 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. F- 32 VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 NOTE 15 – NNN FIRESUITE LIABILITY (Continued) The financing liability arising from the Luxe FireSuites transactions is included in the Company’s Consolidated Balance Sheets. As 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. No 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. Following is the future maturities of NNN firesuite liability for the year ending December 31, SUMMARY OF FUTURE MATURITIES OF LONG TERM DEBT 2026 $ 1,026,300 2027 1,026,300 2028 1,026,300 2029 1,026,300 2030 1,026,300 Thereafter 25,933,014 Total NNN firesuite liability $ 31,064,514 NOTE 16 – 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. 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, 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. NOTE 17 – SUBSEQUENT EVENTS The Company has evaluated subsequent events through March 31, 2026, and identified the following: On 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 $ 10,005,000 equity investment in the Company by purchasing a total of 667 additional shares of Series B Preferred Stock. In exchange, 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. The Company granted 3,000,000 options to the Chairman and CEO of the Company on January 20, 2026. In 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. F- 33 VENU HOLDING CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 NOTE 17 – SUBSEQUENT EVENTS (Continued) 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 (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 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 was repaid in full in March 2026. On 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”). The 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. The sale of 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. The Company sold an additional $ 2,217,627 in beneficial interests under the offering conducted by Notes CS I DST, LLC offering by March 31, 2026. In 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. F- 34