UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended June 30, 2026
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ______ to ______.

 

Commission File Number: 001-42422

 

Venu Holding Corporation

(Exact name of registrant as specified in its charter)

 

Colorado		82-0890721
(State of Incorporation)		(I.R.S. Employer Identification No.)

 

1755 Telstar Drive, Suite 501, Colorado Springs, Colorado		80920
(Address of principal executive offices)		(Zip Code)

 

(719) 895-5483

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $.001 per share		VENU		NYSE American LLC

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check One)

 

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Sec 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

The number of shares of the issuer’s common stock outstanding as of August 13, 2026 was 56,210,552.

 

 

 

Throughout this Quarterly Report on Form 10-Q (this “Quarterly Report”), the terms “Venu,” “we,” “us,” “our” or the “Company” refer to Venu Holding Corporation, a Colorado corporation.

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This Quarterly Report contains forward-looking statements regarding future events and the Company’s future results. These statements are based on current expectations, estimates, forecasts, and projections about the industry in which the Company operates and the beliefs and assumptions of the Company’s management. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “continues,” “could,” “would,” “should,” “will,” “may,” variations of such words, and similar expressions of a forward-looking nature are intended to identify such forward-looking statements. In addition, any statements that refer to projections of the Company’s future financial performance, the Company’s anticipated growth and potential in its business, and other characterizations of future events or circumstances are forward-looking statements. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict, including those identified in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended 2025, and this Quarterly Report and elsewhere herein. The forward-looking information contained in this Quarterly Report is generally located under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” but may be found in other locations as well.

 

Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements, and readers are cautioned not to place undue reliance upon such statements in making an investment decision. The Company disclaims any obligation to update factors or to announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

 

In addition, statements such as “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report and, although we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted a thorough inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. You should carefully read the factors set forth in the “Risk Factors” section of this Quarterly Report and other cautionary statements made throughout this

 

Quarterly Report, and you should interpret such factors and cautionary statements as being applicable to all forward-looking statements wherever appearing in this Quarterly Report. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances, or otherwise, unless required by law. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.

 

Although we believe these forward-looking statements are reasonable, all forward-looking statements are subject to various risks and uncertainties, and our projections and expectations may be incorrect. The factors that may affect our expectations regarding our operations include, among others, the following:

 

	●	our projected financial position, and actual and estimated cash burn rate;
	●	our estimates regarding expenses, project development timelines and costs, future revenues and capital requirements for our current and future amphitheater campus development projects;
	●	the level of our revenues, which depends in part on the performance of our restaurants, popularity of concerts and events held at our venues, the performance of the artists who perform at our venues, and our ability to attract concerts and events to our venues;

 

 

	●	the costs and effectiveness of our marketing efforts, as well as our ability to promote our brands, future investments in our business, our anticipated capital expenditures, and our estimates regarding our capital requirements, our ability to compete effectively with existing competitors and new market entrants;
	●	the level of our capital expenditures and other investments;
	●	general economic conditions in the metropolitan areas in which our restaurants and venues operate or are being developed;
	●	general instability of economic and political conditions in the United States and globally, including inflationary pressures, interest rate fluctuations, slowdown or recession, rising fuel prices, and geopolitical tensions, and the potential impact of economic conditions on our liquidity, operations, and personnel;
	●	our ability to raise financing in the future and to obtain additional capital on terms that are favorable to us or at all;
	●	our ability to service our debt obligations, and execute on additional sources of capital the Company identifies from time to time;
	●	the demand for sponsorship and firepit suite interests at our venues and amphitheaters;
	●	the effect of any postponements or cancellations by third parties or the Company of scheduled events, whether as a result of a public health emergency due to operational challenges and other health and safety concerns or otherwise;
	●	our reliance on third parties;
	●	our ability to expand our organization to accommodate potential growth and our ability to retain and attract key personnel;
	●	compliance with government regulations, including federal and state securities laws, environmental, health, and safety regulations and liabilities thereunder;
	●	the performance of the Company’s information technology systems and its ability to maintain data security;
	●	the expenses associated with being a public company; and
	●	other risks described from time to time in our filings with the Securities and Exchange Commission.

 

New factors emerge from time to time, and it is not possible for us to predict all such factors. Should one or more of the risks or uncertainties described in this Quarterly Report or any other filing with the Securities and Exchange Commission (the “SEC”) occur, or should the assumptions underlying the forward-looking statements we make herein and therein prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

 

You should read this Quarterly Report and the documents that we reference within it with the understanding that our actual future results, performance, and events and circumstances may be materially different from what we expect.

 

 

Venu Holding Corporation

 

FORM 10-Q

TABLE OF CONTENTS

 

PART I
FINANCIAL INFORMATION
ITEM 1 -	Condensed Consolidated Financial Statements (Unaudited)	5
	Condensed Consolidated Balance Sheets (Unaudited)	5
	Condensed Consolidated Statements of Operations (Unaudited)	6
	Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)	7
	Condensed Consolidated Statements of Cash Flows (Unaudited)	8
	Notes to Unaudited Condensed Consolidated Financial Statements	9
ITEM 2 -	Management’s Discussion and Analysis of Financial Condition and Results of Operations	45
ITEM 3 -	Quantitative and Qualitative Disclosures about Market Risk	61
ITEM 4 -	Controls and Procedures	61
PART II
OTHER INFORMATION
ITEM 1 -	Legal Proceedings	62
ITEM 1A -	Risk Factors	62
ITEM 2 -	Unregistered Sales of Equity Securities and Use of Proceeds	62
ITEM 3 -	Defaults Upon Senior Securities	63
ITEM 4 -	Mine Safety Disclosure	63
ITEM 5 -	Other Information	63
ITEM 6 -	Exhibits	63
	Signatures	64

 

 

PART I

FINANCIAL STATEMENTS

 

ITEM 1.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED).

 

VENU HOLDING CORPORATION AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in US Dollars)

 

		2026				2025
		As of
		June 30,				December 31,
		2026				2025
		Unaudited				Audited
ASSETS
Current assets
Cash and cash equivalents		$	16,283,650			$	41,306,358
Inventories			590,861				474,467
Prepaid expenses and other current assets			3,407,825				2,546,523
Current portion NNN firesuite promissory notes receivable			111,373				-
Total current assets			20,393,709				44,327,348
Other assets
Property and equipment, net			446,239,065				305,947,277
Intangible assets, net			111,198				144,558
Operating lease right-of-use assets, net			17,010,370				17,397,009
Note receivable - related party			19,880,000				-
Long term NNN firesuite promissory notes receivable, net of current portion			7,445,981				-
Investment in EIGHT Brewing			-				1,999,999
Investment in related parties			555,262				555,262
Investment			555,262				555,262
Security and other deposits			143,358				183,582
Total other assets			491,385,234				326,227,687
Total assets		$	511,778,943			$	370,555,035
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable		$	59,635,351			$	25,129,485
Accrued expenses			6,620,210				27,847,751
Accrued payroll and payroll taxes			366,317				577,360
Deferred revenue			1,977,456				1,542,564
Current portion of operating lease liabilities			621,069				605,261
Current portion licensing liability			223,333				223,333
Current portion NNN firesuite liability			1,911,467				1,026,300
Current portion lease financing liability - related party			3,383,410				-
Current portion of long-term debt			8,174,776				400,108
Total current liabilities			82,913,389				57,352,162
Long-term portion of operating lease liabilities			16,625,919				16,886,027
Long-term licensing liability and other liabilities			10,040,749				8,951,600
Long-term convertible debt			1,927,742				1,907,530
Long-term NNN firesuite liability			56,878,056				30,038,214
Long-term lease financing liability - related party			38,031,471				-
Long-term debt, net of current portion			56,086,241				56,568,151
Total liabilities		$	262,503,567			$	171,703,684
Commitments and contingencies - See Note 16			-
Mezzanine Equity
Contingently Redeemable Convertible Cumulative Series B Preferred Stock, $0.001 par - 1,342 authorized, 1,008 issued and outstanding at June 30, 2026 and 675 issued and outstanding at December 31, 2025		$	15,120,000			$	10,125,000
Stockholders’ Equity
Common stock, $0.001 par - 144,000,000 authorized, 59,371,551 issued and 56,056,839 outstanding at June 30, 2026 and 43,536,954 issued and 42,860,764 outstanding at December 31, 2025			59,372				42,961
Class B common stock, $0.001 par - 1,000,000 authorized, 381,235 issued and 304,990 outstanding at June 30, 2026 and 381,235 issued and 304,990 outstanding at December 31, 2025			381				304
Common stock, value			381				304
Additional paid-in capital			276,946,369				201,188,680
Accumulated deficit			(123,098,229	)			(91,454,930	)
Stockholders’ Equity before Treasury Stock		$	153,907,893			$	109,777,015
Treasury Stock, at cost - 3,390,957 shares at June 30, 2026 and 752,435 shares at December 31, 2025			(17,900,353	)			(7,899,600	)
Total Venu Holding Corporation and subsidiaries equity		$	136,007,540			$	101,877,415
Non-controlling interest			98,147,836				86,848,936
Total stockholders’ equity		$	234,155,376			$	188,726,351
Total liabilities and stockholders’ equity		$	511,778,943			$	370,555,035

 

See notes to accompanying condensed consolidated financial statements.

 

 

VENU HOLDING CORPORATION AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in US Dollars)

 

		2026				2025				2026				2025
		For the three months ended								For the six months ended
		June 30,								June 30,
		2026				2025				2026				2025
Revenues
Restaurant including food and beverage revenue, net		$	3,192,696			$	2,545,178			$	5,617,082			$	4,590,094
Event center ticket and fees revenue, net			1,047,541				1,443,707				1,902,352				2,424,146
Rental and sponsorship revenue, net			555,224				498,422				1,027,514				972,226
Total revenues, net		$	4,795,461			$	4,487,307			$	8,546,948			$	7,986,466
Operating costs
Food and beverage			807,111				613,546				1,450,802				1,111,386
Event center			951,005				929,498				1,668,720				1,653,562
Labor			1,623,373				1,118,884				3,142,118				2,117,831
Rent			476,070				409,959				957,782				774,336
General and administrative			10,093,301				8,463,946				17,637,456				15,204,257
Equity compensation			1,782,521				1,883,762				3,738,453				13,224,382
Depreciation and amortization			2,400,731				1,374,412				4,776,523				2,749,776
Donation of EIGHT Brewing investment			1,999,999				-				1,999,999				-
Total operating costs		$	20,134,111			$	14,794,007			$	35,371,853			$	36,835,530
Loss from operations		$	(15,338,650	)		$	(10,306,700	)		$	(26,824,905	)		$	(28,849,064	)
Other income (expense), net
Interest expense, net			(4,424,770	)			(1,983,993	)			(7,403,503	)			(2,906,879	)
Other income (expense), net			29,974				(12,901	)			50,769				19,599
Total other expense, net			(4,394,796	)			(1,996,894	)			(7,352,734	)			(2,887,280	)
Net loss		$	(19,733,446	)		$	(12,303,594	)		$	(34,177,639	)		$	(31,736,344	)
Net loss attributable to non-controlling interests			(1,846,492	)			(886,361	)			(2,534,340	)			(2,255,381	)
Net loss attributable to Venu			(17,886,954	)			(11,417,233	)			(31,643,299	)			(29,480,963	)
Preferred stock dividend			(152,880	)			(16,875	)			(300,750	)			(16,875	)
Net loss attributable to common stockholders		$	(18,039,834	)		$	(11,434,108	)		$	(31,944,049	)		$	(29,497,838	)
Weighted average number of shares of Class B common stock, outstanding, basic and diluted			304,990				379,990				304,990				379,990
Basic and diluted net loss per share of Class B common stock		$	(0.30	)		$	(0.30	)		$	(0.60	)		$	(0.77	)
Weighted average number of shares of Common stock, outstanding, basic and diluted			59,461,443				37,984,523				53,302,185				37,984,523
Basic and diluted net loss per share of Common stock		$	(0.30	)		$	(0.30	)		$	(0.60	)		$	(0.77	)

 

See notes to accompanying condensed consolidated financial statements.

 

 

VENU HOLDING CORPORATION AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(in US Dollars)

 

		Class B Common Stock								Common Stock								Additional								Treasury Stock								Total Venu Holding				Non-
		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, 2025			304,990			$	304				42,860,764			$	42,961			$	201,188,680			$	(91,454,930	)			752,435			$	(7,899,600	)		$	101,877,415			$	86,848,936			$	188,726,351
Equity issued for services			-				-				157,413			$	157				652,843				-				-				-				653,000				-				653,000
Issuance of common shares and warrants, net of issuance costs			-				-				15,677,184				15,578				90,964,564				-				-				-				90,980,142				-				90,980,142
Equity based compensation			-				-				-				-				2,918,786				-				-				-				2,918,786				-				2,918,786
Contingently Redeemable Convertible Cumulative Series B Preferred Stock dividends accrued			-				-				-				-				(300,750	)			-				-				-				(300,750	)			-				(300,750	)
Subsidiary issuance of shares, net of Venu contributions			-				-				-				-				(18,477,754	)			-				-				-				(18,477,754	)			26,683,883				8,206,129
Distributions to non-controlling shareholders			-				-				-				-				-				-				-				-				-				(12,850,643	)			(12,850,643	)
Class B Common Stock and Common Stock repurchased by Venu			76,245				77				676,190				676				-				-				2,638,522				(10,000,753	)			(10,000,000	)			-				(10,000,000	)
Net loss			-				-				-				-				-				(31,643,299	)			-				-				(31,643,299	)			(2,534,340	)			(34,177,639	)
Balances at June 30, 2026			381,235			$	381				59,371,551			$	59,372			$	276,946,369			$	(123,098,229	)			3,390,957			$	(17,900,353	)		$	136,007,540			$	98,147,836			$	234,155,376
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
Warrants issued as debt discount with convertible debt transaction			-				-				-				-				1,189,200				-				-				-				1,189,200				-				1,189,200
Equity issued for services			-				-				30,000				30				277,870				-				-				-				277,900				-				277,900
Equity based compensation			-				-				-				-				13,024,382				-				-				-				13,024,382				-				13,024,382
Equity issued for interest for convertible promissory note renewal			-				-				29,168				29				291,651				-				-				-				291,680				-				291,680
Subsidiary issuance of shares, net of Venu purchase of Subsidiary shares			-				-				-				-				(16,613,243	)			-				-				-				(16,613,243	)			41,067,480				24,454,237
Distributions to non-controlling shareholders			-				-				-				-				-				-				-				-				-				(251,785	)			(251,785	)
Net loss			-				-				-				-				-				(29,480,963	)			-				-				(29,480,963	)			(2,255,381	)			(31,736,344	)
Balances at June 30, 2025			379,990			$	379				40,080,292			$	40,080			$	168,490,516			$	(76,842,171	)			276,245			$	(1,500,076	)		$	90,188,728			$	73,654,617			$	163,843,345

 

See notes to accompanying condensed consolidated financial statements.

 

 

VENU HOLDING CORPORATION AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in US Dollars)

 

		2026				2025
		For the six months ended June 30,
		2026				2025
Net loss		$	(34,177,639	)		$	(31,736,344	)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on sale of property and equipment			55,957				-
Equity issued for interest on debt			-				291,680
Equity based compensation			2,918,786				13,024,382
Equity issued for services			653,000				277,900
Noncash interest and debt discount			876,482				2,829,506
Noncash lease expense			849,264				184,741
Depreciation and amortization			4,776,523				2,749,776
Noncash donation of EIGHT Brewing investment			1,999,999				-
Changes in operating assets and liabilities:
Inventories			(116,394	)			31,166
Prepaid expenses and other current assets			(861,302	)			(391,189	)
Security and other deposits			40,224				(25,250	)
Accounts payable			34,505,866				(2,781,721	)
Accrued expenses			(21,528,291	)			3,235,134
Accrued payroll and payroll taxes			(211,043	)			(105,678	)
Deferred revenue			434,892				360,730
Operating lease liabilities			(706,925	)			(185,469	)
Licensing liability			1,089,149				756,389
Net cash used in operating activities			(9,401,452	)			(11,484,247	)
Cash flows from investing activities
Purchase of property and equipment			(132,875,433	)			(37,211,382	)
Investment in EIGHT Brewing			-				(1,999,999	)
Investment in related parties			-				(5,262	)
Net cash used in investing activities			(132,875,433	)			(39,216,643	)
Cash flows from financing activities
Receipt of convertible promissory note			-				18,000,000
Proceeds from NNN firesuite liability, including $542,646 principal payments from NNN firesuite promissory notes receivable			19,467,646				-
Proceeds from lease financing liability - related party			21,951,844				-
Proceeds from issuance of Contingently Redeemable Convertible Cumulative Series B Preferred Stock			4,995,000				10,125,000
Proceeds from issuance of common stock, net of $7,395,725 issuance costs			68,531,119				-
Proceeds from issuance of common warrants and pre-funded warrants			21,796,023				-
Proceeds from Subsidiary issuance of shares, net of Venu purchase of Subsidiary shares			(3,452,060	)			24,454,237
Repurchase of treasury stock			(10,000,000	)			-
Principal payments on promissory note			(4,500,000	)			(2,000,000	)
Principal payments on long-term debt			(332,142	)			(164,038	)
Principal payments on lease financing liability - related party			(10,799	)			-
Distributions to non-controlling shareholders			(1,192,454	)			(251,785	)
Net cash provided by financing activities			117,254,177				50,163,414
Net decrease in cash and cash equivalents			(25,022,708	)			(537,476	)
Cash and cash equivalents, beginning			41,306,358				37,969,454
Cash and cash equivalents, ending		$	16,283,650			$	37,431,978
Supplemental cash flow information:
Cash paid for interest		$	856,948			$	230,467
Cash paid for income taxes		$	-			$	-
Supplemental non-cash investing and financing activities:
Property acquired via promissory note		$	12,215,475			$	25,000,000
Real property sold in exchange for note receivable - related party		$	19,880,000			$	-
Lease financing liability from real property lease - related party		$	41,376,869			$	-
Accrued preferred stock dividends		$	300,750			$	16,875
Debt discounts - warrants		$	-			$	1,486,329
Conversion of convertible debt and interest to common equity		$	-				25,000,000

 

See notes to accompanying condensed consolidated financial statements.

 

 

VENU HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND FOR THE THREE AND SIX MONTHS ENDED

JUNE 30, 2026 AND 2025

(UNAUDITED)

 

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Organization

 

Venu Holding Corporation (“Venu” or the “Company”) is a Colorado corporation formed on March 13, 2017. The Company is a hospitality and entertainment business and 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 subsidiaries and its interests in each (either directly or indirectly through other subsidiaries) are presented below as of June 30, 2026 and December 31, 2025:

SCHEDULE OF COMPANY’S SUBSIDIARIES AND ITS INTERESTS  

Name of Entity		Place of Incorporation		As of June 30, 2026 Interest				As of December 31, 2025 Interest
Bourbon Brothers Holdings LLC (“BBH”)		Colorado			100	%			100	%
Bourbon Brothers Smokehouse & Tavern CS, LLC (“BBSTCS”)		Colorado			100	%			100	%
Bourbon Brothers Presents, LLC d/b/a Phil Long Music Hall at Bourbon Brothers (“BBP”) *		Colorado			89	%			89	%
Bourbon Brothers Smokehouse and Tavern Centennial, LLC (“BBSTCentennial”)		Colorado			100	%			-**
Bourbon Brothers Presents Centennial, LLC (“BBPCentennial”)		Colorado			100	%			-**
Bourbon Brothers Smokehouse and Tavern GA LLC (“BBSTGA”)		Georgia			100	%			100	%
Bourbon Brothers Presents GA LLC (“BBPGA”)		Georgia			100	%			100	%
Bourbon Brothers Licensing LLC (“BBL”)		Colorado			100	%			100	%
Notes Holding Company LLC (“NH”)		Colorado			100	%			100	%
The Sunset Amphitheater LLC (“Sunset”) *		Colorado			14	%			14	%
Hospitality Income & Asset, LLC (“HIA”) *		Colorado			99	%			99	%
GA HIA, LLC (“GAHIA”) *		Colorado			15	%			15	%
Notes Live Real Estate LLC (“NLRE”)		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			53	%			54	%
Notes Hospitality Collection LLC (“NHC LLC”)		Colorado			100	%			100	%
Sunset at Broken Arrow LLC (“Sunset BA”) *		Colorado			54	%			54	%
Sunset Operations at Broken Arrow, LLC (“BAOps”)		Oklahoma			100	%			-**
Sunset Ground at Broken Arrow, LLC (“BAGround”)		Colorado			100	%			100	%
Sunset at Mustang Creek LLC (“Sunset MC”)		Colorado			100	%			100	%
Sunset at McKinney LLC (“Sunset McK”) *		Colorado			67	%			68	%
Sunset Operations at McKinney, LLC (“McKinneyOps”)		Texas			100	%			100	%
Sunset Ground at McKinney LLC (“McKGround”)		Colorado			100	%			100	%
Sunset at El Paso LLC (“Sunset EP”) *		Colorado			98	%			98	%
Sunset Operations at El Paso LLC (“EPOps”)		Colorado			100	%			100	%
Sunset Ground at El Paso LLC (“EPGround”)		Colorado			100	%			100	%
Polaris Pointe Parking LLC (“PPP”)		Colorado			100	%			100	%
Venu Income LLC (“Income”) *		Colorado			94	%			94	%
Venu VIP Rides LLC (“Rides”) *		Colorado			50	%			50	%
Notes CS I, DST (“Trust”)		Delaware			100	%			86	%
Notes CS I Holdings, LLC (“Holdings LLC”)		Colorado			100	%			100	%
Notes CS I ST, LLC (“Notes Trustee”)		Colorado			100	%			100	%
Bourbon Brothers Retail Properties, DST (“BBRP DST”)		Delaware			100	%			-**
Bourbon Brothers Retail Properties ST LLC (“BBRP Trustee”)		Colorado			100	%			-**
Venu LuxeSuite Holdings, LLC (“Luxe”)		Colorado			100	%			100	%
Venu 280, LLC (“Artist 280”)*		Colorado			100	%			100	%
Venu Presents LLC (“Venu Presents”)		Colorado			100	%			100	%
Sunset at Houston in Webster LLC (“Sunset HOU”) *		Colorado			96	%			98	%
Hall at Centennial LLC (“Hall at Centennial”) *		Colorado			82	%			93	%
Venu FireSuite Income, LLC (“VenuFSIncome”)		Colorado			100	%			-**
Sunset at Chattanooga, LLC (“Sunset Chat”)		Colorado			100	%			-**
Sunset Amphitheater Ground at Chattanooga, LLC (“ChatGround”)		Colorado			100	%			-**

 

*	These entities are considered majority-owned subsidiaries or variable interest entities and they are consolidated into the Company’s consolidated financials.
**	These entities were formed after December 31, 2025, therefore the Company did not have an interest in them as of that date.

 

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NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS (Continued)

 

Bourbon Brothers Holdings 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 (“BBSTCS”) is the sole owner and operator of the Bourbon Brothers Smokehouse & Tavern (“BBST”) restaurant operations in Colorado Springs, Colorado (such restaurant, “BBST CO”). The restaurant building was leased by BBSTCS from Hospitality Income & Asset, LLC (“HIA”), a majority-owned subsidiary of the Company, whom the Company had a lease with and in which the Company purchased a majority interest in during the year ended December 31, 2022. On June 24, 2026, HIA assigned its lease interests in and lease with BBSTCS to Bourbon Brothers Retail Properties, DST (“BBRP DST”), a wholly owned subsidiary of Venu (refer to Note 5 – Leases for further details).

 

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, at the Company’s indoor event venue in Colorado Springs, Colorado (“BBP CO”), which became known as “Phil Long Music Hall at Bourbon Brothers” in August 2024. BBP is the sole owner and operator of the BBP CO facility and leased the building from HIA. Pursuant to a Lease Agreement and Assignment and Assumption Agreement dated June 24, 2026, HIA reassigned its lease interests in and lease with BBP to BBRP DST, a wholly owned subsidiary of Venu (refer to Note 5 – Leases for further details). The Company owns 89% of BBP and 100% of its voting control, and it consolidates BBP into its financials.

 

Bourbon Brothers Smokehouse and Tavern Centennial, LLC (“BBSTCentennial”) is the sole owner and operator of the BBST restaurant the Company plans to develop in Centennial, Colorado (such restaurant, “BBST Centennial”), which is expected to open in mid- to late 2027.

 

Bourbon Brothers Presents Centennial, LLC (“BBPCentennial”) will operate as the Company’s concert and event venue in Centennial, Colorado (“BBP Centennial”), which is expected to open in mid- to late 2027. BBP Centennial will specialize in producing music concerts as well as other types of live entertainment, including comedy acts and speaking engagements, and the BBP Centennial concert and event venue facility is expected to be utilized for corporate events and weddings.

 

Bourbon Brothers Smokehouse and Tavern GA LLC (“BBSTGA”) is the sole owner and operator of the BBST restaurant operations in Gainesville, Georgia (such restaurant, “BBST GA”).

 

Bourbon Brothers Presents GA LLC (“BBPGA”) operates as the Company’s concert and event venue in Gainesville, Georgia (“BBP GA”), specializing in producing music concerts as well as other types of live entertainment, including comedy acts and speaking engagements. Additionally, the BBP GA 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”) serves 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 BP, LLC (“13141 BP”) was acquired by the Company on June 26, 2024. 13141 BP owned the land and buildings that was used in the operations of the Company’s former Notes Eatery restaurant. The Company owned 100% of 13141 BP and 100% of its voting control until 13141 BP’s sale of the land and building to a third party on July 18, 2025. Upon the sale, the Company determined the disposed component did not meet discontinued-operations criteria, and its financial impacts were reported within the normal results of continuing operations (and not segregated below income from continuing operations).

 

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NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS (Continued)

 

The Sunset Amphitheater LLC (“Sunset”) operates the Company’s amphitheater located in Colorado Springs, Colorado, which opened in August 2024, and is now known as “Ford Amphitheater” pursuant to a naming-rights agreement. The Company owns 14% of this variable interest entity and 100% of its voting control, and it consolidates Sunset into its financials.

 

Hospitality Income & Asset, LLC (“HIA”) was acquired by the Company on April 1, 2022 and owned the land and buildings used for the operations of the BBST CO restaurant and the BBP CO concert and event venue (such land, the “DST Real Estate”) pursuant to lease arrangements between HIA and each of BBSTCS (with respect to BBST CO) and BBP (with respect to BBP CO). On June 24, 2026, HIA conveyed the DST Real Estate to BBRP DST, a wholly owned subsidiary of Venu, pursuant to a Lease Agreement and Assignment and Assumption Agreement (refer to Note 5 – Leases for further details). The Company owns 99% of HIA and 100% of its voting control, and it consolidates HIA into its financials.

 

GA HIA, LLC (“GAHIA”) owns the land and buildings that both BBSTGA and BBPGA currently use for their restaurant and music venue operations pursuant to 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 it consolidates GAHIA into its financials.

 

Notes Live Real Estate LLC (“NLRE”) holds title to certain Company real estate assets.

 

Roth’s Sea & Steak LLC (f/k/a Roth’s Seafood and Chophouse, LLC) (“Roth Sea”) operates as the Roth’s Sea & Steak restaurant (“Roth’s Sea & Steak”) adjacent to Ford Amphitheater, which opened November 8, 2025.

 

Sunset Operations LLC (“Sunset Ops”) is the operating entity that manages the operations of Ford Amphitheater.

 

Sunset Hospitality Collection LLC (“SHC”) owns the building that is leased to Roth’s Sea and NHC LLC, which opened to the public in early November 2025. The Company, through NLRE, owns 53% of SHC and 100% of its voting control, and it consolidates SHC into its financials.

 

Notes Hospitality Collection LLC (“NHC LLC”) is the operating entity that manages the venue rentals and 1,200 additional seats of Notes Hospitality Collection (“NHC”), which can be utilized to view the concerts and shows at Ford Amphitheater and opened to the public in November 2025. NHC consists of two premier, configurable hospitality spaces that frame either side of Roth’s Sea & Steak and can be used for hosting corporate events, weddings, trade shows, conventions, and other events.

 

Sunset at Broken Arrow LLC (“Sunset BA”) will operate as a multi-seasonal, hospitality-focused music amphitheater located in Broken Arrow, Oklahoma to be known as the “Regent Bank Amphitheater,” which broke ground in October 2025 and is expected to open in Fall 2026. The Company, through NLRE, owns 54% of Sunset BA and 100% of its voting control, and it consolidates Sunset BA into its financials.

 

Sunset Operations at Broken Arrow, LLC (“BAOps”) is the operating entity that manages the operations of the Regent Bank Amphitheater.

 

Sunset Ground at Broken Arrow, LLC (“BAGround”) owns the land that the Regent Bank Amphitheater is being constructed upon.

 

Sunset at Mustang Creek LLC (“Sunset MC”) was planned to be a hospitality-focused music amphitheater located in Mustang Creek, Oklahoma. The Company decided not to move forward with operations in this municipality in 2025.

 

Sunset at McKinney LLC (“Sunset McK”) will operate as a multi-seasonal, hospitality-focused music amphitheater located in McKinney, Texas (“The Sunset McKinney”), which officially broke ground in June 2025 and is expected to open in Q1 2027. The Company, through NLRE, owns 67% of Sunset McK and 100% of its voting control, and it consolidates Sunset McK into its financials.

 

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NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS (Continued)

 

Sunset Operations at McKinney, LLC (“McKinneyOps”) is the operating entity that manages The Sunset McKinney’s operations.

 

Sunset Ground at McKinney LLC (“McKGround”) owns the land that The Sunset McKinney is being constructed on.

 

Sunset at El Paso, LLC (“Sunset EP”) will operate as a multi-seasonal, hospitality-focused music amphitheater located in El Paso, Texas (“The Sunset El Paso”), which broke ground in November 2025 and is expected to open in early 2028. The Company, through NLRE, owns 98% of Sunset EP and 100% of its voting control, and it consolidates Sunset EP into its financials.

 

Sunset Operations at El Paso LLC (“EPOps”) is the operating entity that manages The Sunset El Paso’s operations.

 

Sunset Ground at El Paso LLC (“EPGround”) owns the land that The Sunset El Paso will be constructed on.

 

Polaris Pointe Parking LLC (“PPP”) owned the land for parking at Ford Amphitheater. On October 27, 2025, NLRE conveyed this property to a related party pursuant to a purchase and sale agreement that closed on November 5, 2025 (refer to Note 10 – Equity for further details), and it was then leased back for a 20-year term pursuant to a ground lease agreement (refer to Note 5 – Leases for further details).

 

Venu Income LLC (“VenuInc”) is an entity created for the purpose of generating revenues from rental income and the sale of concert tickets for the Regent Bank Amphitheater and The Sunset McKinney. The Company owns 94% of VenuInc and 100% of its voting control, and it consolidates VenuInc into its financials.

 

Venu VIP Rides LLC (“Rides”) is an entity that provides transportation services to Venu’s employees and shareholders. The Company owns 50% of Rides and 100% of its voting control, and it consolidates Rides into its financials.

 

Notes CS I, DST (“the Trust”), a Delaware statutory trust and a now wholly owned subsidiary of the Company, owned the land on which Sunset’s improvements for the Ford Amphitheater are located. On August 22, 2024, NLRE conveyed the 9.41 acres of real property upon which the Ford Amphitheater is located (the “Sunset Property”) to Notes CS I Holdings, LLC, a wholly owned subsidiary of Venu (“Holdings LLC”), and Holdings LLC conveyed the Sunset Property to the Trust in exchange for 100% of the Trust’s beneficial interests.

 

On June 5, 2026, pursuant to a purchase and sale agreement, the Trust conveyed the Sunset Property and NLRE conveyed an additional 1.1 acres of real property (collectively, including the improvements thereon, the “DST Property”) to a related party of the Company (refer to Note 10 – Equity for further details). The DST Property was then leased back to the Trust under a 25-year ground lease agreement (refer to Note 5 – Leases for further details).

 

The signatory trustee for the Trust is Notes CS I ST, LLC (“Notes Trustee”), a wholly owned subsidiary of Venu. As the Trust’s signatory trustee, Notes Trustee has the sole power and authority to manage the activities and affairs of the Trust, and to hold legal title to the property held by the Trust. Holdings, LLC previously sold beneficial interests in the Trust to third parties However, pursuant to the Purchase and Sale Agreement dated June 5, 2026, the Trust used a portion of the proceeds from the financing arrangement of the sale of the DST Property to redeem 100% of the beneficial interests in the Trust.

 

Bourbon Brothers Retail Properties, DST (“BBRP DST”), a Delaware statutory trust, owns the DST Real Estate underlying the BBST CO and the BBP CO facilities, which was conveyed by HIA to BBRP DST pursuant to a Lease Agreement and Assignment and Assumption Agreement on June 24, 2026, in exchange for 100% of the beneficial interests in BBRP DST. The signatory trustee for BBRP DST is Bourbon Brothers Retail Properties ST LLC (“BBRP Trustee”), a wholly owned subsidiary of Venu.

 

12

 

 

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS (Continued)

 

Additional investors that acquire beneficial interests in BBRP DST and become beneficial owners will have no voting rights with respect to the affairs of BBRP DST and will not have legal title to any portion of the property held by BBRP DST. Instead, BBRP Trustee, as BBRP DST’s signatory trustee, has the sole power and authority to manage the activities and affairs of BBRP DST, including the power and authority to sell the property held by BBRP DST and to hold legal title to such property. Under the documents governing BBRP DST, the trust’s beneficial interest holders are entitled to distributions on a pro rata basis of the base rent payments made to BBRP DST from each of BBSTCS (with respect to BBST CO) and BBP (with respect to BBP CO).

 

Venu LuxeSuite Holdings, LLC (“Luxe”) is an entity that provides real estate investment opportunities to investors through triple-net (“NNN”) lease arrangements, which provide for the sale of use rights and the concurrent lease-back of certain luxury concert suites (each, a “Luxe FireSuite”) at certain of the Company’s Sunset Amphitheater venues. The Company owns 100% of Luxe and 100% of its voting control, and it consolidates Luxe into its financials.

 

Venu 280, LLC d/b/a Artist 280 (“Artist 280”) was formed, in part, to provide private air and travel services to artists who perform at certain Company venues. The Company owns 100% of Artist 280 and 100% of its voting control, and it consolidates Artist 280 into its financials.

 

Venu 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 HOU”) will operate as a multi-seasonal, hospitality-focused music amphitheater located in the greater Houston, Texas area (“The Sunset Houston”), which is expected to open in mid-2028. The Company owns 96% of Sunset HOU and 100% of its voting control, and it consolidates Sunset HOU into its financials.

 

Hall at Centennial LLC (“Hall at Centennial”) owns the land and buildings that will be used for the restaurant and music venue operations of both BBST Centennial and BBP Centennial pursuant to existing lease arrangements. Hall at Centennial is the Colorado-based entity that holds the Company’s Centennial, CO-based assets and operations. The Company owns 82% of this variable interest entity and 100% of its voting control, and it consolidates Hall at Centennial into its financials.

 

Venu FireSuite Income, LLC (“VenuFSIncome”) was formed to hold lease interests in specified FireSuites at certain of the Company’s venues, and receive from third parties to fund construction costs associated with the Company’s multi-seasonal venues. The Company, through NLRE, owns 100% of VenuFSIncome and 100% of its voting control, and it consolidates VenuFSIncome into its financials.

 

Sunset at Chattanooga, LLC (“Sunset Chat”) will operate as a multi-seasonal, hospitality-focused music amphitheater located in Chattanooga, Tennessee (“The Sunset Chattanooga”). Construction of The Sunset Chattanooga has not yet begun. The Company owns 100% of Sunset Chat and 100% of its voting control, and it consolidates Sunset Chat into its financials. On May 8, 2026, Sunset Chat entered into a Purchase and Sale Agreement to acquire approximately 15 acres of land located in The Bend in Chattanooga, Tennessee, upon which the Company intends to develop and construct an omni-content, multi-seasonal, 12,500-capacity amphitheater (“The Sunset Chattanooga”). The deposit on the land is currently held in escrow and the Company is negotiating incentives with county, city, and state entities.

 

Sunset Amphitheater Ground at Chattanooga, LLC (“ChatGround”) owns the land that The Sunset Chattanooga will be constructed on.

 

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 SEC. The accompanying unaudited condensed financial statements have been prepared by the Company. These statements include all adjustments (consisting only of normal recurring adjustments) which management believes necessary for a fair presentation of the statements and have been prepared on a consistent basis using the accounting policies described in Note 2 Significant Accounting Policies included in the Notes to Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 31, 2026 (the “2025 Annual Report”). Certain financial information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the accompanying disclosures are adequate to make the information presented not misleading. The Notes to Financial Statements included in the 2025 Annual Report should be read in conjunction with the accompanying interim financial statements. The interim operating results for the three and six months ended June 30, 2026 may not be necessarily indicative of the operating results expected for the full year or any future period.

 

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NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

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.

 

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 its efforts to developing and implementing its business plan, raising capital, opening, planning and operating its restaurants and event venues in Colorado, Georgia, Oklahoma, Texas, and Tennessee. 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 $123,098,229 and $91,454,930 as of June 30, 2026 and December 31, 2025, respectively, and incurred net losses of $34,177,639 and $31,736,344 for the six months ended June 30, 2026 and 2025, respectively. These conditions raised substantial doubt about the Company’s ability to continue as a going concern; however, based on management’s expectations that the Company will 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 from its prior equity offerings, its sale lease-back arrangements, revenues from operating venues and restaurants in Colorado Springs, Colorado and Gainesville, Georgia, on-going sales of interests in Luxe FireSuites, the operations at the Ford Amphitheater campus (including Roth’s Sea & Steak and Brohan’s), the anticipated opening of the Regent Bank Amphitheater in Broken Arrow, Oklahoma in Fall 2026, debt facilities the Company closed on subsequent to June 30, 2026 and expects to close on later in 2026, and potentially other additional capital raising and debt financing transactions or the use of the Company’s at-the-market sales program from time to time will allow the Company to continue its business operations for at least 12 months from the date of this Quarterly Report. Nonetheless, the Company’s continued implementation of its business plan to open under-development venues and 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. If the Company is unable to enter into strategic relationships and 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.

 

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NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Principles of Consolidation

 

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, 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 and Variable Interest Entities” for further discussions of the entities that are majority-owned subsidiaries and variable interest entities. Investments for which the Company exercises significant influence but does not have control are accounted for under the equity method. See Note 8 – Investments in Related Parties for further discussion.

 

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 June 30, 2026, the Company had $1,362,248 of cash and cash equivalents in the form of money market accounts that earned interest income of $181,651 and $309,322 for the three and six months ended June 30, 2026, respectively. 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 $24,293 and $127,486 for the three and six months ended June 30, 2025, respectively. 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 was deemed necessary as of June 30, 2026 and December 31, 2025.

 

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NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

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 is recognized on the Unaudited Condensed 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 Unaudited Condensed Consolidated Statements of Operations as other income. See Note 8 – Investments in Related Parties and Note 15 – Related Party Transactions for further discussion.

 

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 are 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.

 

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.

 

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NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

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 three and six months ended June 30, 2026 and 2025, respectively.

 

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.

 

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 June 30, 2026 and December 31, 2025, deferred revenue totaled $1,977,456 and $1,542,564, respectively. As of June 30, 2025 and December 31, 2024, deferred revenue totaled $1,888,889 and $1,528,159, respectively. During the three and six months ended June 30, 2026, the Company recognized $351,787 and $911,264, respectively, in revenue from its deferred revenue balance as of December 31, 2025. During the three and six months ended June 30, 2025, the Company recognized $686,696 and $1,405,418, respectively, in revenue from its deferred revenue balance as of December 31, 2024. There are no refunds or allowance for refunds in accordance with the Company’s reservation policies.

 

Long-term Licensing Agreement

 

The Company accounts for suite licensing agreements for NHC and its owners club memberships for the Regent Bank Amphitheater, The Sunset McKinney, and The Sunset Houston as long-term licensing liabilities. The suite licensing agreements for NHC grants the licensee with the exclusive access to a Luxe FireSuite over a 99-year lease term commencing on the date of the first ticketed event. The agreements require a one-time upfront fee of $200,000, which is amortized over 30 years, representing the estimated useful life of the amphitheater and the period over which the licensee is expected to utilize the suite. The amortization of these suite license fees started to be recognized in June 2025 when NHC fully opened its suites in Colorado Springs, Colorado. For the three and six months ended June 30, 2026, the Company recognized rental income totaling $55,833 and $111,667, respectively, from prepaid licenses. For the three and six months ended June 30, 2025, the Company recognized rental income totaling $18,611 and $18,611, respectively, from prepaid licenses.

 

17

 

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Each owners club membership for the Regent Bank Amphitheater, The Sunset McKinney, and The Sunset Houston entitles each member to perpetual access to two tickets to a Luxe FireSuite and requires a one-time upfront deposit, ranging from $25,000 to $50,000 under a financing option, or $100,000 to $200,000 for a fully prepaid membership. Members who elect the financing option are required to pay the membership fee in six installments, with the initial deposit of $25,000 or $50,000 due upon execution of the membership agreement, followed by five equal installments of the remaining balance due annually on or before 120 days prior to the first scheduled public event at each of the amphitheaters in each subsequent year from 2026 to 2030. The owners club membership fees are expected to begin amortization for the Regent Bank Amphitheater in Fall 2026, The Sunset McKinney in Q1 2027, and The Sunset Houston in Spring 2028, when these venues are currently projected to open, and continue in perpetuity for the lifetime of the amphitheater.

 

Operator Agreements

 

The Company contracted with a subsidiary of the Anschutz Entertainment Group, AEG Presents-Rocky Mountains, LLC (“AEG Presents”), 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(s) by partnering with industry-leading brands under naming-rights agreements. The Company generates net profits that are split with AEG Presents through: (i) ticket sales, fees and rebates on tickets for concerts and events held at Ford Amphitheater; (ii) parking fees; (iii) venue rentals, which may occur for a variety of corporate and personal events; (iv) food and beverage sold at the shows and events; and (v) sponsorship sales, which allow brands to advertise at 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 Presents. In May 2026 the Company and certain of its wholly owned subsidiaries restructured the form of their relationships and arrangements with AEG Presents. In that restructuring the respective parties entered into the following arrangements: (i) a Venue Lease Agreement between SunsetAmp, acting in its capacity as the “Landlord,” and Notes Live Foundation, a non-profit organization operating under the trade name Venu Arts & Culture Foundation (the “Foundation”) and SunsetOps, acting in their capacities as the “Tenants” thereunder; and (ii) a Lease Agreement between the Foundation and SunsetOps, acting in their capacities as the “Landlords,” and AEG Presents, acting in its capacity as the “Tenant” thereunder (such agreements, collectively, the “New Amphitheater Agreements”). Although the New Amphitheater Agreements restructured the form of the contractual relationships among the parties thereto, they substantially preserved the economic and operational terms of prior agreements related to the operation of the Ford Amphitheater. As of June 30, 2026 and December 31, 2025, the Company had a net receivable of $217,334 and $225,822, respectively. There was no allowance for credit losses as the Company believes any receivable balance is fully collectible or will be offset by operating expenses owed by the Company to AEG Presents.

 

On January 1, 2025, the Company entered into a Multi-Event Incentive Agreement with Live Nation Worldwide, Inc. (“Live Nation”) in connection with the Regent Bank Amphitheater being developed in Broken Arrow, Oklahoma. The agreement provides incentives to Live Nation to book and promote live music concerts, comedy events and other mutually approved entertainment events at the Regent Bank Amphitheater. 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 specified thresholds. The incentive and bonus payments payable to Live Nation will begin when the first event is held at the Regent Bank Amphitheater, which is anticipated to open in Fall 2026.

 

On December 10, 2025, the Company entered into an Operator Agreement with Live Nation to lease the premises on which The Sunset McKinney amphitheater is being developed in McKinney, Texas. The 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 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.

 

18

 

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

NNN FireSuite Liability

 

The Company accounts for its NNN FireSuite transactions as financing arrangements rather than as sales of equity interests. Because the Company does not transfer control of the suites, no revenue or gain is recognized on the upfront cash proceeds. In substance, the buyer/lessor provides financing to the Company, with the Luxe FireSuite as collateral. Accordingly, at inception, the Company continues to carry the Luxe FireSuite assets on its Unaudited Condensed Consolidated Balance Sheets at their existing carrying amount and records the cash proceeds from the buyer/lessor as a long-term financing liability (reported as “NNN firesuite liability”). The Company does 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.

 

Leases

 

Operating and Finance Leases

 

The Company accounts for its leases in accordance with ASC 842, Leases (“ASC 842”). Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded in the Unaudited Condensed 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 reasonably certain 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.

 

Sale-Leaseback Arrangements

 

For sale-leaseback arrangements, the Company evaluates whether the arrangement qualifies as a sale and leaseback under ASC 842. If the arrangement qualifies as a sale, then the Company derecognizes the asset, recognizes any resulting gain or loss on the sale, and accounts for the lease based on its classification under ASC 842. If the arrangement does not qualify as a sale, the Company evaluates whether the transaction should be accounted for as a financing arrangement. In such cases, the asset is not derecognized and, accordingly, no gain or loss is recognized on the transfer. The net consideration received is recorded as a financing liability, measured based on the relative fair value allocation of proceeds using the present value of the fixed payments over the financing term, including any renewal options that are reasonably certain to be exercised, at the rate implicit in the lease. The Company allocates each lease payment between interest expense and a reduction of the financing liability using an imputed interest rate. The Company does not recognize lease expense or a right-of-use asset during the financing period, because the arrangement is accounted for as a financing transaction rather than a lease. The underlying asset remains on the Company’s balance sheet and the Company continues to evaluate the asset for impairment throughout the term of the financing arrangement.

 

Advertising Expenses

 

Advertising costs are expensed as incurred and included in operating expenses in the accompanying Unaudited Condensed Consolidated Statements of Operations. Total advertising expenses were $3,635,988 and $4,847,091 for the three and six months ended June 30, 2026 and $1,526,311 and $3,020,767 for the three and six months ended June 30, 2025, respectively.

 

19

 

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

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 Unaudited Condensed 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 were $281,540 and $383,008 for the three and six months ended June 30, 2026 and $1,248,449 and $1,890,061 for the three and six months ended June 30, 2025, respectively. These costs are included in interest expense in the accompanying Unaudited Condensed Consolidated Statements of Operations.

 

Equity Compensation

 

The Company recognizes equity 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, over a specified period, or upon the achievement of certain market performance conditions. The exercise price of a warrant or stock option is the fair value of the Company’s stock price on the grant date.

 

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.

 

20

 

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Equity Awards with Market Performance Conditions

 

The fair value and derived service period of performance-based awards granted with market performance conditions are estimated on the grant date using a Monte Carlo simulation model. A Monte Carlo simulation model requires inputs such as the risk-free interest rate, expected award term, and expected share price volatility. These inputs, which are subjective and generally require significant judgment, are unique to each award based on the best available information at the valuation date. For such awards, equity-based compensation is recognized straight-line over the derived service period, which is the median period over which each individual market performance milestone is achieved. Equity-based compensation expense will continue to be recognized over the expected achievement period for the market performance milestone as the service condition continues to be satisfied, unless the market performance milestone is achieved earlier than its expected achievement period, in which a cumulative expense adjustment would be recognized for the remaining portion of unrecognized equity-based compensation.

 

Sale of Subsidiary Class B and Class C Units

 

The Company accounts for the sale of Class B and Class C non-voting units through its subsidiary companies as permanent equity. Holders of Class B and Class C non-voting units are granted exclusive access to designated Luxe FireSuites at the Sunset Amphitheaters located in Broken Arrow, El Paso, McKinney, and Houston. Purchasers are required to pay either a cash deposit upfront or make a cash deposit under a 20-year financing arrangement.

 

Income Taxes

 

The Company is subject to federal and state income taxes. A proportional share of the Company’s subsidiaries’ provisions is 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, while the Company’s subsidiaries (except for Notes CS I, DST) are limited liability companies (“LLCs”) that have elected to be taxed as partnerships. As LLCs, management believes that these subsidiaries are not subject to income taxes, and such taxes are the responsibility of the respective members. The subsidiary LLCs are still in place, with the parent Company filing as a corporation.

 

21

 

 

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 Unaudited Condensed Consolidated Statements of Operations. The net income (loss) attributable to NCIs is classified in the Unaudited Condensed 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. The VIEs meet or will meet the definition of a business once open for operations and each 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. The VIEs exist for the Company’s operations and purposes. The Company is the sole manager of the legal entity and operating manager of the 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 each 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 each VIE.

 

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 Unaudited Condensed 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 VIEs that the Company has 100% voting control of.

 

During 2025, the Company bought 5,100,000 membership units of SHC. This purchase transaction did not result in a change in control of SHC. In June 2026, the Company, through the Trust, redeemed 100% of the beneficial interests in the Trust, and the Trust ceased to have any third-party interest holders. This transaction did not result in a change in control of the Trust.

 

22

 

 

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 June 30, 2026:

SCHEDULE OF CARRYING VALUE OF ASSETS AND LIABILITIES OF CONSOLIDATED VARIABLE INTEREST ENTITIES  

		BBPCO				Sunset CO				HIA				GAHIA				SHC				Sunset BA				Sunset McK				Sunset EP				Venu Inc				Venu VIP				Sunset HOU				Hall at Cen				Total
ASSETS
Cash and cash equivalents			77,485				5,936				75,769				354,661				5,622				6,486,113				3,747,346				199,107				8,205				8,939				346,701				12,701				11,328,585
Property and equipment, net			116,937				57,600,059				9,003,529				11,146,961				42,667,290				77,734,866				155,600,826				1,170,861				-				-				35,318				8,435,830				363,512,477
Other assets			1,170,431				40,131,007				553,265				520,071				1,332,522				3,796,866				7,315,337				6,841,088				3,079,413				1,602				12,754,747				3,957,685				81,454,034
Total assets			1,364,853				97,737,002				9,632,563				12,021,693				44,005,434				88,017,845				166,663,509				8,211,056				3,087,618				10,541				13,136,766				12,406,216				456,295,096
LIABILITIES
Accounts payable			243,825				766,895				71,393				44,239				2,107,281				45,858,285				92,676,529				591,230				-				2,652				148,674				509,698				143,020,701
Accrued expenses and other			418,623				4,570,675				406,056				423,665				58,956				417,995				1,166,367				157,862				-				803				207,367				8,088,550				15,916,919
Other long-term liabilities			952,864				45,529,990				2,785,660				3,818,186				5,936,794				7,381,675				35,606,817				1,426,333				-				-				2,820,000				-				106,258,319
Total Liabilities			1,615,312				50,867,560				3,263,109				4,286,090				8,103,031				53,657,955				129,449,713				2,175,425				-				3,455				3,176,041				8,598,248				265,195,939
Stockholders’ Equity & NCI			(250,459	)			46,869,442				6,369,454				7,735,603				35,902,403				34,359,890				37,213,796				6,035,631				3,087,618				7,086				9,960,725				3,807,968				191,099,157
Total liabilities and equity			1,364,853				97,737,002				9,632,563				12,021,693				44,005,434				88,017,845				166,663,509				8,211,056				3,087,618				10,541				13,136,766				12,406,216				456,295,096

 

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

 

		BBPCO				Sunset CO				HIA				GAHIA				SHC				Sunset BA				Sunset McK				Sunset EP				Venu Inc				Venu VIP				Notes DST				Sunset HOU				Hall at Cen				Total
ASSETS
Cash and cash equivalents			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				268,525,264
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				41,464,324
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

 

23

 

 

The following table is a summary of the Company’s non-controlling interests for the three and six months ended June 30, 2026 and 2025:

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				Sunset HOU				Hall at Cen				VenuFSIncome				Total
Balance at December 31, 2025			(147,606	)			16,983,428				566,708				6,312,830				24,051,400				16,772,826				(941,678	)			20,736,223				108,534				244,154				(5,837	)			1,805,213				212,236				150,505				-				86,848,936
Net income (loss) attributable to non-controlling interest 1/1-3/31/26			(17,824	)			38,036				(2,487	)			95,085				(220,552	)			(106,150	)			-				(300,841	)			(2,988	)			(128	)			(2,095	)			(42,151	)			(18,068	)			(107,685	)			-				(687,848	)
Subsidiary issuance of shares, net of Venu contributions			-				-				-				-				(8,614,173	)			6,934,907				-				13,221,129				(140,339	)			(9,567	)			-				1,933,739				251,325				634,763				-				14,211,784
Distributions to non-controlling shareholders			-				-				(907	)			(101,591	)			(296,501	)			-				-				-				-				(53,168	)			-				(126,732	)			-				-				-				(578,899	)
Balance at March 31, 2026			(165,430	)			17,021,464				563,314				6,306,324				14,920,174				23,601,583				(941,678	)			33,656,511				(34,793	)			181,291				(7,932	)			3,570,069				445,493				677,583				-				99,793,973
Net income (loss) attributable to non-controlling interest 4/1-6/30/26			(14,539	)			(804,567	)			(2,613	)			1,632				(120,743	)			(297,063	)							(462,570	)			(4,506	)							(1,080	)			(18,360	)			(18,494	)			(103,565	)			(24	)			(1,846,492	)
Subsidiary issuance of shares			-				-				-				-				-				8,763,129				-				(1,068,014	)			-				-				-				4,581,336				156,907				38,763				(22	)			12,472,099
Distributions to non-controlling shareholders			(98,199	)			-				(900	)			-				(296,500	)			-				-				-				-				(54,603	)			-				(11,821,542	)			-				-				-				(12,271,744	)
Balance at June 30, 2026			(278,168	)			16,216,897				559,801				6,307,956				14,502,931				32,067,649				(941,678	)			32,125,927				(39,299	)			126,688				(9,012	)			(3,688,497	)			583,906				612,781				(46	)			98,147,836

 

		BBPCO				Sunset CO				HIA				GAHIA				SHC				Sunset BA				Sunset MC				Sunset McK				Sunset EP				Venu Inc				Venu VIP				Notes CS 1				Sunset HOU				Hall at Cen				VenuFSIncome				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 1/1-3/31/25			(6,373	)			(741,280	)			(3,023	)			77,831				(145,314	)			(88,367	)			177				(458,850	)			-				(700	)			(2,629	)			(492	)			-				-				-				(1,369,020	)
Subsidiary issuance of shares			-				-				-				-				13,770,625				2,596,672				-				10,953,701				-				15,968				-				9,262				-				-				-				27,346,228
Distributions to non-controlling shareholders			-				-				(909	)			(98,064	)			-				-				-				-				-				-				-				(6,453	)			-				-				-				(105,426	)
Balance at March 31, 2025			(97,580	)			19,351,784				581,392				6,611,574				16,762,527				2,619,115				(65,251	)			15,090,538				-				15,268				(6,224	)			102,942				-				-				-				60,966,085
Net income (loss) attributable to non-controlling interest 4/1-6/30/25			(10,417	)			(693,602	)			(2,494	)			79,989				(270,898	)			367,084				-				(338,617	)			(7,881	)			(3,365	)			(1,204	)			(4,954	)			-				-				-				(886,359	)
Subsidiary issuance of shares			-				-				-				-				296,999				468,182				-				12,724,912				4,123				64,078				-				162,958				-				-				-				13,721,252
Distributions to non-controlling shareholders			-				-				(909	)			(109,714	)			-				-				-				-				-				(9,367	)			-				(26,369	)			-				-				-				(146,359	)
Balance at June 30, 2025			(107,997	)			18,658,182				577,989				6,581,849				16,788,628				3,454,381				(65,251	)			27,476,833				(3,758	)			66,614				(7,428	)			234,577				-				-				-				73,654,619

 

Revision of Non-Controlling Interest Presentation in Previously Issued Financial Statements

 

The Company revised the presentation of subsidiary issuance of shares, net of Venu contributions, to properly reflect the allocation between NCI and additional paid-in capital within consolidated equity. As a result, NCI increased and additional paid-in capital decreased by $20,864,007 in the Consolidated Statements of Changes in Stockholders’ Equity for the year ended December 31, 2025. This revision had no impact on total consolidated equity.

 

24

 

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

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.

 

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 its 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.

 

25

 

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

In December 2025, the FASB issued ASU No. 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities (“ASU No. 2025-10”), which establishes authoritative guidance for accounting for government grants received by business entities. Under the new guidance, a government grant is not recognized until it is probable that the Company will comply with the conditions attached to the grant and the grant will be received, and recognition guidance is met. A grant related to an asset is recognized on the balance sheet as the Company incurs the related costs for which the grant is intended to compensate. ASU No. 2025-10 is effective for annual reporting periods beginning after December 15, 2028, with early adoption permitted. Adoption of this ASU can be applied on a modified prospective approach, a modified retrospective approach, or a retrospective approach. The Company is currently evaluating the impact of adopting the standard on its consolidated financial statements.

 

Reclassifications for Presentation

 

Certain prior year amounts have been reclassified to conform to the current year presentation. In the Unaudited Condensed Consolidated Statements of Cash Flows included in the 2025 Annual Report, the Company reclassified $100,000 of equity-based compensation to equity issued for services. These reclassifications will be applied consistently in the Company’s upcoming quarterly and annual filings.

 

NOTE 3 – PROPERTY AND EQUIPMENT

 

Property and equipment, net, were as follows:

SCHEDULE OF PROPERTY AND EQUIPMENT  

		As of June 30,				As of December 31,
		2026				2025
Leasehold Improvements		$	197,475			$	191,059
Furniture and equipment			14,951,545				14,500,083
Land and buildings			171,444,271				157,646,079
Aircraft			23,538,763				23,538,763
Construction in progress			253,378,905				122,737,630
Property and equipment, gross		$	463,510,959			$	318,613,614
Accumulated depreciation and amortization			(17,271,894	)			(12,666,337	)
Property and equipment, net		$	446,239,065			$	305,947,277

 

Depreciation and amortization expenses relating to property and equipment for the three and six months ended June 30, 2026 were $2,384,051and $4,743,163, respectively. Depreciation and amortization expenses relating to property and equipment for the three and six months ended June 30, 2025 were $1,357,281 and $2,715,965, respectively.

 

NOTE 4 - INTANGIBLES

 

Intangible assets subject to amortization consist of the following:

SCHEDULE OF INTANGIBLE ASSET    

		Useful		June 30,				December 31,
		Life		2026				2025
Naming rights		6 years		$	400,314			$	400,314
Accumulated amortization					(289,116	)			(255,756	)
Intangible assets, net				$	111,198			$	144,558

 

26

 

 

NOTE 4 - INTANGIBLES (Continued)

 

The intangible naming rights asset was put into use in 2023. Amortization expense relating to the intangible assets for the three and six months ended June 30, 2026 were $16,680 and $33,360, respectively. Amortization expense relating to the intangible assets for the three and six months ended June 30, 2025 were $16,680 and $33,360, respectively. The estimated amortization expense for the twelve months ended June 30, 2027 and thereafter is as follows:

SCHEDULE OF ESTIMATED AMORTIZATION EXPENSE   

2027		$	66,719
2028			44,479
Total		$	111,198

 

NOTE 5 – LEASES

 

Operating Leases

 

The Company leases the properties used for some of its restaurants, venues, office space and parking spaces.

 

The Company leases its office space from an unrelated party. The lease term is until November 30, 2029 and escalates in base rent by 1.3% each year. Additionally, the Company previously leased an executive apartment from an unrelated party, which lease was terminated early in January 2026.

 

On June 24, 2026, HIA entered into a Lease Agreement and Assignment and Assumption Agreement (the “Assignment Agreement”), pursuant to which HIA reassigned its lease interests in and leases with BBSTCS and BBP (the “Tenants”) to BBRP DST (the “DST Landlord”), a wholly owned subsidiary of Venu. The Assignment Agreement has no impact on the Company’s unaudited condensed consolidated financial statements. It is expected that third parties will purchase and be issued beneficial interests in DST Landlord. Beginning July 1, 2026, and subject to 100% of the beneficial interests in BBRP DST being owned by beneficial holders, annual base rent payable by BBP for the BBP CO concert and event venue is initially $693,000 and escalates by 2.0% annually beginning July 1, 2027, and annual base rent payable by BBSTCS for the BBST CO restaurant is initially $1,213,308 and escalates by 2.0% annually beginning July 1, 2027. As of June 30, 2026, no beneficial interests in BBRP DST had been sold. Any rental income and expense recognized between the DST Landlord and the Tenants will be considered intercompany transactions and eliminated upon consolidation.

 

Sale-Leaseback Arrangements

 

On November 5, 2025, the Company, through its wholly owned subsidiary NLRE, closed on a sale-leaseback arrangement, pursuant to which it sold the 5.5 acres of land owned by PPP used for parking for Ford Amphitheater (such land, together with improvements thereon, the “Property”) to a related party (the “Landlord”) and concurrently entered into a ground lease agreement with the Landlord to lease the Property for a 20-year term under an 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. This transaction qualifies as a sale under ASC 842 and the lease is accounted based on the guidance for operating leases.

 

On June 5, 2026, the Company, through the Trust, completed a sale-leaseback arrangement, pursuant to which it transferred the DST Property to a related party of the Company (the “DST Buyer” or “DST Landlord”) and concurrently entered into a ground lease agreement with the DST Landlord to lease the DST Property for a 25-year term under an NNN lease structure with an option to re-purchase the DST Property at any time during the 20-year period following the closing date at a fixed price. The DST Landlord is co-owned by a significant shareholder of the Company and the Company’s Chairman and CEO. Annual base rent is initially $4,224,500 and escalates by 10% each year beginning on June 5, 2027. This transaction does not qualify as a sale under ASC 842 and the lease is accounted for as a financing arrangement that is presented in the Unaudited Condensed Consolidated Balance Sheets as a lease financing liability.

 

27

 

 

NOTE 5 –LEASES (Continued)

 

The transaction provided $49,700,000 of consideration, of which $41,718,113 was allocated to the financing liability and $7,981,887 was allocated to warrants issued in the transaction (refer to Note 10 – Equity for further details). The $7,981,887 allocated to warrants represents a discount on the financing liability that is recognized as interest expense over the financing term under the effective-interest method. Interest expense related to the financing arrangement was $341,243 and $341,243 for the three and six months ended June 30, 2026, respectively. No interest expense was recognized for the three and six months ended June 30, 2025.

 

Total rent expense for operating leases including short-term leases and variable costs was $513,855 and $1,023,119 for the three and six months ended June 30, 2026, respectively. Total rent expense for operating leases including short-term leases and variable costs was $468,252 and $881,472 for the three and six months ended June 30, 2025, respectively. Total cash paid for rent expense for operating leases was $365,656 and $731,897 for the three and six months ended June 30, 2026, respectively. Total cash paid for rent expense for operating leases was $114,275 and $234,873 for the three and six months ended June 30, 2025, respectively.

 

The following table shows balance sheet information related to the operating leases:

SCHEDULE OF BALANCE SHEET INFORMATION RELATED TO LEASES  

				June 30,				December 31,
				As of
				June 30,				December 31,
Balance Sheet Information		Classification		2026				2025
Assets
Right-of-use assets		Operating Leases		$	17,010,370			$	17,397,009
Liabilities
Current portion of lease liabilities		Operating Leases		$	621,069			$	605,261
Long-term portion of lease liabilities		Operating Leases		$	16,625,919			$	16,886,027
Total lease liabilities				$	17,246,988			$	17,491,288

 

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 twelve months
		ending June 30,
2027		$	1,450,002
2028			1,372,986
2029			1,366,153
2030			1,252,029
2031			1,178,320
Thereafter			20,510,760
Total lease payments		$	27,130,250
Less: imputed interest			(9,883,262	)
Present value of lease liabilities		$	17,246,988
Less: current portion			(621,069	)
Long-term portion		$	16,625,919

 

SCHEDULE OF SUPPLEMENTAL INFORMATION OF OPERATING LEASES 

		As of
		June 30,				December 31,
		2026				2025
Weighted-average remaining lease term (years)			18.49				18.88
Weighted-average discount rate			5.03	%			5.04	%

 

28

 

 

NOTE 5 –LEASES (Continued)

 

The future minimum lease payments of lease financing liabilities are as follows:

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS OF FINANCING LEASE LIABILITIES   

		For the twelve months
		ending June 30,
2027		$	3,383,410
2028			3,298,542
2029			3,204,958
2030			3,101,764
2031			3,023,176
Thereafter			25,403,031
Total lease payments		$	41,414,881
Less: current portion			(3,383,410	)
Long-term portion		$	38,031,471

 

SCHEDULE OF SUPPLEMENTAL INFORMATION OF FINANCING LEASES 

		As of
		June 30,				December 31,
		2026				2025
Weighted-average remaining lease term (years)			19.95				-
Weighted-average discount rate			9.82	%			-

 

NOTE 6 – PROMISSORY NOTES RECEIVABLE

 

Note Receivable – Related Party

 

In connection with the sale-leaseback arrangement of the DST Property on June 5, 2026 (as described in Note 5 – Leases), the $49,700,000 consideration was funded through a combination of a $29,820,000 cash payment at closing, financed by the proceeds of a bank loan with the DST Buyer and a $19,880,000 promissory note issued by the DST Buyer in favor of the Trust (the “DST Note”). The DST Note is secured by a purchase money deed of trust on the DST Property, bears interest at 4.87% per annum, and requires annual interest-only payments beginning June 1, 2027, with the outstanding principal balance due on June 1, 2046. As of June 30, 2026, the DST Note had an outstanding balance of $19,880,000. During the three and six months ended June 30, 2026, the Trust recognized interest income of $80,680 and $80,680, respectively.

 

NNN FireSuite Promissory Notes Receivable

 

In April 2026, the Company initiated an arrangement to sell the exclusive use rights to Luxe FireSuites at the Sunset Amphitheaters in Broken Arrow, Oklahoma and El Paso, Houston, and McKinney, Texas to third parties and concurrently lease them back under a NNN lease structure. Under these agreements, the third-party pays an upfront purchase price or a cash deposit under a financing option over 20 years for a Luxe FireSuite and the Company immediately leases the suite for its own use for 15 years.

 

Under the financing option, the Company recognizes a promissory note receivable for the amount financed. The promissory note receivable bears interest at 11.0% per annum beginning on the effective date of the Luxe FireSuite NNN lease agreement (the “Effective Date”). Monthly principal and interest payments are due on the first day of each calendar month following the Effective Date and continue until the outstanding principal balance and accrued interest are fully repaid. Payments are applied first to accrued and unpaid interest and thereafter to outstanding principal. The promissory note receivable matures on the twentieth anniversary of the date of the promissory note receivable agreement. As of June 30, 2026, the Company had $7,557,354 of outstanding promissory notes receivable related to these arrangements. During the three and six months ended June 30, 2026, the Company recognized $29,570 and $29,570 of interest income, respectively, related to these promissory note receivables.

 

29

 

 

NOTE 6 – PROMISSORY NOTES RECEIVABLE (Continued)

 

The Company has not recorded an allowance for credit losses as the buyer/lessor’s payment obligations under the promissory notes are expected to be settled through reductions in their monthly distributions or, if the buyer/lessor exercises the put option, from the Lessor Repurchase Price payable under the NNN lease agreements, as described in Note 16 – NNN FireSuite Liability.

 

NOTE 7 – INVESTMENTS

 

On January 13, 2025, the Company entered into a Stock Purchase Agreement (the “SPA”) pursuant to which it purchased shares of Series A Preferred Stock of FL101, Inc. d/b/a EIGHT Brewing (“FL101”) in consideration for a cash investment of $1,999,999. FL101 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 (the “Preferred Stock”), designated as “Series A Preferred Stock.” The Company was a minority investor in this entity. On April 17, 2026, the Company entered into a Stock Transfer Agreement (the “Transfer Agreement”) with the Foundation. Pursuant to the Transfer Agreement, the Company donated all of its shares of Series A Preferred Stock of FL101 to the Foundation. This investment was carried at cost and reviewed at each balance sheet date for impairment. No impairment was recorded during the period from January 1, 2026 through April 27, 2026 and the three and six months ended June 30, 2025.

 

NOTE 8 – 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 Unaudited Condensed 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 six months ended June 30, 2026 and the year ended December 31, 2025 is as follows:

SCHEDULE OF INVESTMENT IN RELATED PARTIES     

		Roth
		Industries LLC				Culinova, Inc.				Total
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
Additions			-				-				-
Balance at June 30, 2026		$	550,000			$	5,262			$	555,262

 

30

 

 

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 used for working capital purposes. Interest accrues at the rate of 3.75% per annum and monthly payments of interest only in the amount of $2,437 commenced in October 2022. The EIDL Loan matures 30 years from the date of the note agreement, at which time all remaining unpaid principal and interest are due. The Company’s Chairman and CEO, personally guarantees this loan agreement. As of June 30, 2026 and December 31, 2025, the principal balance of $500,000 remains outstanding.

 

Bank Loans and Promissory Notes

 

On April 1, 2022, the Company purchased the majority of the 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 June 30, 2026 and December 31, 2025 was $2,973,656 and $3,064,903, respectively. This mortgage is collateralized by the BBSTCO and BBP land and buildings.

 

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 June 30, 2026 and December 31, 2025 was $3,957,336 and $4,037,281, respectively. This mortgage is collateralized by the BBSTGA and BBPGA land and buildings. This mortgage is personally guaranteed by the Company’s Chairman and CEO.

 

In April 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 plans to 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 8 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 is developing the Sunset Amphitheater in McKinney, Texas, pursuant to the Chapter 380, Grant, and Development Agreement (the “McKinney Agreement”) 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 the Company’s Chairman and CEO, and a related-party shareholder of the Company (the “McKinney Guaranty”).

 

31

 

 

NOTE 9 – DEBT (Continued)

 

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.

 

On May 27, 2025, for the purpose of funding the completion of a development adjacent to the Ford Amphitheater, the Company entered into a 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 $6,000,000. Subject to the terms and conditions of the Credit Agreement, on the Conversion Date (as defined) 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 June 30, 2026 and December 31, 2025 was $5,936,794 and $5,937,119, respectively. This mortgage is collateralized by the SHC land and buildings. This mortgage is personally guaranteed by the Company’s Chairman and CEO.

 

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 June 30, 2026 and December 31, 2025 was $11,771,755 and $11,928,956, respectively. The Loan is personally guaranteed by the Company’s Chairman and CEO, up to $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 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, 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

 

32

 

 

NOTE 9 – DEBT (Continued)

 

On May 6, 2025, the Company issued two convertible promissory notes having an aggregate principal amount of $6,000,000, with a maturity date three years from the date of issuance. The interest rate is 12% per annum and paid quarterly in cash or shares of the Company’s Common Stock at the conversion price. The conversion price is 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 June 22, 2025, the Company issued 1,542,367 shares of Common Stock in full satisfaction of $15,000,000 principal and $423,667 accrued interest, representing a conversion price of $10 per share of Common Stock, due under certain of the convertible promissory notes identified above.

 

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.

 

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, pursuant to which the Company assigned to Hall at Centennial its right, title, and interest in a Purchase and Sale Agreement that it had entered into with Old Mill in April 2025, which contemplated the Company’s acquisition from Old Mill of certain real property in Centennial, Colorado (the “Centennial Property”). Following such assignment, on February 3, 2026, Hall at Centennial closed on the purchase of 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 (the “Old Mill Note”). The Old Mill Note bears interest at 4.5% per annum and matures February 1, 2027. Interest accrues during the first six months and becomes due and payable on August 1, 2026, in cash or shares of Common Stock. See Note 17 – Subsequent Events for payment details.

 

In connection with the closing of the acquisition of the Centennial Property, 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 bore interest at 7.75% per annum and was to mature 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.

 

Total debt consists of the following:

 SCHEDULE OF DEBT 

		June 30,				December 31,
		2026				2025
SBA Economic Injury Disaster Loan		$	500,000			$	500,000
Bank loans and promissory notes			63,761,017				56,468,259
Long-term convertible debt			1,927,742				1,907,530
Total debt			66,188,759				58,875,789
Less: current maturities			8,174,776				400,108
Long-term debt, including convertible debt		$	58,013,983			$	58,475,681

 

33

 

 

NOTE 9 – DEBT (Continued)

 

Following are the future maturities of total debt for the twelve months ending June 30,

 SCHEDULE OF FUTURE MATURITIES OF LONG TERM DEBT 

2027		$	8,174,776
2028			25,464,466
2029			2,537,581
2030			580,349
2031			10,533,167
Thereafter			18,898,420
Total debt		$	66,188,759

 

NOTE 10 – EQUITY

 

Stockholders’ Equity

 

Preferred Stock

 

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 (“Aramark”), 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 January 5, 2026, the Company and Aramark entered into an amendment to a binding letter of intent originally entered into in June 2025 (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 to 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 issued, or will issue (i) 333 shares of Series B Preferred Stock for $4.995 million on January 20, 2026, and (ii) 334 shares of Series B Preferred Stock for $5.010 million on October 15, 2026. On January 6, 2026, the Company filed an amendment to the Certificate of Designation, Preferences, and Rights of the Series B Preferred Stock with the Colorado Secretary of State (the “COD Amendment”) for the sole purpose of increasing the number of shares of preferred stock designated as Series B Preferred Stock from 675 shares to 1,342 shares, thereby allowing the Company to issue the additional 667 shares of Series B Preferred Stock to Aramark. The COD Amendment did not alter or effect the rights, preferences, powers, and restrictions of the Series B Preferred Stock. On January 6, 2026, the Company and Aramark entered into an agreement for the purchase and sale of those additional shares of Series B Preferred Stock.

 

34

 

 

NOTE 10 – EQUITY (Continued)

 

Common Stock

 

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 Common Stock in consideration for services rendered to the Company.

 

In May 2025, the Company issued a consultant 10,000 shares of Common Stock in consideration for services rendered to the Company.

 

On June 3, 2025, the Company issued 1,007,292 shares of Common Stock in full satisfaction of obligations owed under a promissory note originally issued to KWO, LLC in January 2024.

 

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 September 22, 2025, 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 91st 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. During the three and six months ended June 30, 2026, the Company made cash payments totaling $62,500 and $62,500 and issued 31,328 and 69,438 shares of Common Stock, respectively.

 

On October 28, 2025, the Company’s shareholders approved an amendment to the Company’s Amended and Restated 2023 Omnibus Incentive Compensation Plan (the “2023 Plan”) to increase the number of shares of the Company’s Common Stock from 2,500,000 shares to 7,500,000 shares.

 

On November 6, 2025, 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. During the three and six months ended June 30, 2026, the Company made cash payments totaling $0 and $62,500 and issued 29,064 and 75,475 shares of Common Stock, respectively.

 

On November 18, 2025, the Board of Directors authorized the repurchase of up to $10,000,000 of outstanding shares of the Company’s Common Stock (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.

 

35

 

 

NOTE 10 – EQUITY (Continued)

 

Class B Common Stock

 

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.

 

Public and Private Offerings

 

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.

 

On September 3, 2025, the Company entered into a Subscription Agreement with Tixr, Inc. and completed a private offering of 62,500 shares of Common Stock at a price of $16.00 per share, generating gross proceeds of $1,000,000.

 

On March 10, 2026, the Company closed a public offering of 14,340,000 shares of Common Stock , and pre-funded warrants to purchase up to 4,410,000 shares of Common Stock (“Pre-Funded Warrants”), in lieu of shares of Common Stock, in each case together with accompanying warrants exercisable for a five year term to purchase up to 18,750,000 shares of Common Stock at $5.00 per share (“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 (including from the exercises of the over-allotment option) in the offering generated net proceeds to the Company of approximately $80.1 million, after deducting the underwriting discounts and commissions and other offering expenses.

 

ATM Program

 

On June 12, 2026, the Company entered into an ATM Sales Agreement (the “Sales Agreement”) with ThinkEquity LLC as the Company’s sole sales agent (the “Sales Agent”) with respect to the at-the-market offering (the “ATM Offering”) of shares of Venu’s Common Stock having an aggregate offering price of up to $25,000,000. Although the Company may determine the timing and amount of any sales of Common Stock under the Sales Agreement, the Sales Agreement does not obligate the Company or the Sales Agent to sell or buy any shares of Common Stock thereunder. During the three and six months ended June 30, 2026, the Company sold an aggregate of 1,337,184 shares of Common Stock in the ATM Offering, generating net proceeds of approximately $3.8 million.

 

36

 

 

NOTE 10 – EQUITY (Continued)

 

Treasury Stock

 

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 $5.00 per share.

 

On October 27, 2025, NLRE, a wholly owned subsidiary of the Company, entered into a real estate purchase and sale agreement with a related party (the “Purchaser”) to convey the land owned by PPP used for parking at Ford Amphitheater for a purchase price of $14,000,000. The Company received $7,600,000 in cash and 476,190 shares of its Common Stock from the Purchaser (all of which were retired into treasury), 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 (the closing date of the sale), resulting in a gain on sale of $6,608,315. NLRE also entered into a ground lease agreement on November 5, 2025 to concurrently lease the property back from the Purchaser for a 20-year term (refer to Note 5 – Leases for further details regarding this lease).

 

Concurrently with the sale-leaseback arrangement of the DST Property on June 5, 2026, the Company entered into a Stock Transfer Agreement with a related party (the “Transferor”), pursuant to which the Transferor agreed to transfer shares of the Company’s Common Stock to the Company with an aggregate value of approximately $10,000,000 (such shares, the “Transferred Shares”; such value, the “Transferred Shares Value”). The Transferred Shares Value was determined based on the volume weighted average price per share during the preceding thirty days during which the NYSE American was open. On June 5, 2026 and June 8, 2026, the Transferor transferred an aggregate of 2,638,522 shares of Common Stock to the Company in exchange for a purchase price equal to the Transferred Shares Value, which was funded using a portion of the proceeds from the sale-leaseback arrangement. The Company retired the Transferred Shares into treasury.

 

As of June 30, 2026 and December 31, 2025, the Company repurchased a total of 3,390,957 and 752,435 shares of treasury stock (which includes shares of Common Stock and Class B Common Stock), respectively.

 

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 three and six months ended June 30, 2026 and 2025, the assumed conversion of the Series B Preferred Stock was anti-dilutive and excluded in the diluted EPS computation. As of June 30, 2026 and December 31, 2025, Series B Preferred Stock dividends accrued were $524,625 and $223,875, respectively.

 

37

 

 

NOTE 11 – EARNINGS PER SHARE (Continued)

 

The following table sets forth the calculation of earnings per share, with no dividends declared yet, for the three and six months ended June 30, 2026 and 2025, as presented in the accompanying Unaudited Condensed Consolidated Statements of Operations:

 SCHEDULE OF CALCULATION OF EARNINGS PER SHARE 

For the Three Months Ended June 30, 2026

 

		Class B				Common
Basic and diluted net loss per share of common stock
Numerator:
Allocation of net loss		$	(91,278	)		$	(17,795,676	)
Less : Series B preferred dividend		$	(780	)		$	(152,100	)
Net loss attributable to common stock holders - basic		$	(92,058	)		$	(17,947,776	)
Denominator:
Basic and diluted weighted average shares outstanding			304,990				59,461,443
Basic and diluted net loss per share of common stock		$	(0.30	)		$	(0.30	)

 

For the Six Months Ended June 30, 2026

 

		Class B				Common
Basic and diluted net loss per share of common stock
Numerator:
Allocation of net loss		$	(180,030	)		$	(31,463,269	)
Less : Series B preferred dividend		$	(1,711	)		$	(299,039	)
Net loss attributable to common stock holders - basic		$	(181,741	)		$	(31,762,308	)
Denominator:
Basic and diluted weighted average shares outstanding			304,990				53,302,185
Basic and diluted net loss per share of common stock		$	(0.60	)		$	(0.60	)

 

For the Three Months Ended June 30, 2025

 

		Class B				Common
Basic and diluted net loss per share of common stock
Numerator:
Allocation of net loss		$	(112,759	)		$	(11,270,724	)
Less : Series B preferred dividend		$	(158	)		$	(16,717	)
Net loss attributable to common stock holders - basic		$	(112,917	)		$	(11,287,441	)
Denominator:
Basic and diluted weighted average shares outstanding			379,990				37,984,523
Basic and diluted net loss per share of common stock		$	(0.30	)		$	(0.30	)

 

For the Six Months Ended June 30, 2025

 

		Class B				Common
Basic and diluted net loss per share of common stock
Numerator:
Allocation of net loss		$	(291,676	)		$	(29,155,537	)
Less : Series B preferred dividend		$	(158	)		$	(16,717	)
Net loss attributable to common stock holders - basic		$	(291,834	)		$	(29,172,254	)
Denominator:
Basic and diluted weighted average shares outstanding			379,990				37,984,523
Basic and diluted net loss per share of common stock		$	(0.77	)		$	(0.77	)

 

38

 

 

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 2023 Plan. Under the 2023 Plan, a total of 7,500,000 shares of the Company’s Common Stock are 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.

 

Following is a summary of the warrant and stock options activities during the three and six months ended June 30, 2026 and 2025:

 SUMMARY OF WARRANT AND STOCK ACTIVITIES 

														Weighted
										Weighted				Average
		Number of				Weighted				Average				Remaining
		Warrants				Average				Grant Date				Contractual
		and Options				Exercise Price				Fair Value				Term (in years)
Outstanding, December 31, 2024			5,584,293			$	6.43
Granted			4,297,500			$	10.62			$	2.98
Exercised			-			$	-
Expired and forfeited			(294,387	)		$	5.79
Outstanding, June 30, 2025			9,587,406			$	8.33
Outstanding, December 31, 2025			9,752,617			$	8.54
Granted			34,443,250			$	4.48			$	2.34
Exercised			-			$	-
Expired and forfeited			(15,500	)		$	10.62
Outstanding, June 30, 2026			44,180,367			$	5.87								4.87

 

During the six months ended June 30, 2026, the Company issued and / or granted a total of 34,443,250 warrants and stock options, with (i) warrants exercisable to acquire 5,000,000 shares of Common Stock issued under the terms of the transaction documents for the June 2026 sale lease-back transaction involving the DST Property, (ii) 21,562,500 common warrants and 4,410,000 pre-funded warrants issued as part of the March 2026 offering to finance the construction of multi-seasonal amphitheaters, and (iii) 3,470,750 stock options granted to employees and directors.

 

During the six months ended June 30, 2025, the Company issued and / or granted a total of 4,297,500 warrants and stock options with (i) 2,500,000 stock options granted to JW Roth and a significant shareholder of the Company in connection with the closing upon the real property in McKinney, (ii) 900,000 warrants issued to investors as part of the convertible promissory note offering effected in the six months ended June 30, 2025, (iii) an additional 465,000 in total warrants and options for contributed services and (iv) 432,500 to employees and directors.

 

As of June 30, 2026, there was a total of 39,492,927 warrants and stock options exercisable with an aggregate intrinsic value of $875,475. For the total warrants and stock options outstanding of 44,180,367 as of June 30, 2026, the aggregate intrinsic value was $880,362. As of June 30, 2026, there was $12,524,647 of unrecognized compensation cost related to non-vested warrants.

 

39

 

 

NOTE 12 – WARRANTS AND STOCK OPTIONS (Continued)

 

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, are included as a charge to operating expenses in the Unaudited Condensed Consolidated Statements of Operations. The equity-based compensation cost totaled $1,782,521 and $3,738,453 for the three and six months ended June 30, 2026, respectively, and $1,883,762 and $13,224,382 for the three and six months ended June 30, 2025, respectively. As of June 30, 2026 and 2025, the equity-based compensation cost is expected to be recognized over a weighted-average period of 4.87 years and 4.63 years, respectively.

 

Monte Carlo Stock Options

 

On January 20, 2026, the Board of Directors approved the grant of 3,000,000 stock options to the Company’s Chairman and CEO. The stock options become exercisable only upon the Company’s Common Stock achieving certain price milestones within five years of the date of grant. If, at any time prior to January 30, 2031, the closing sales price of the Company’s Common Stock (as reported on the NYSE American (or other stock exchange or principal trading market where the Company’s Common Stock is then listed or quoted)) achieves the following thresholds a portion of the options will vest based on the following schedule. Once vesting occurs for each tranche of 1,000,000 options, such tranche will be exercisable for five years from the date of vesting.

 SCHEDULE OF OPTIONS VESTED SUBJECT TO TRANCHE 

Tranche #		Number of Options Vested Subject to Tranche				Closing Sale Price				Market Performance Milestone		Achievement Status
A			1,000,000			$	15.00			Achievement of closing sale price of Tranche A before January 20, 2031			-
B			1,000,000			$	20.00			Achievement of closing sale price of Tranche B before January 20, 2031			-
C			1,000,000			$	25.00			Achievement of closing sale price of Tranche C before January 20, 2031			-
			3,000,000

 

Fair Value Assumptions

 

We estimate the fair value of warrants and stock options with service conditions on the grant date using the Black-Scholes-Merton model. The weighted-average assumptions used in the Black-Scholes-Merton model are as follows:

SCHEDULE OF FAIR VALUE OF WARRANTS AND OPTION  

		June 30, 2026		June 30, 2025
Volatility		38.7% to 42.8%		45.4% to 66.2%
Dividends		0.00%		0.00%
Risk-free rate		3.6% to 4.4%		0.4% to 4.1%
Expected Term (years)		5-8		3-5

 

40

 

 

NOTE 12 – WARRANTS AND STOCK OPTIONS (Continued)

 

We estimate the fair value of stock options with market performance conditions on the grant date using the Monte Carlo simulation model. The weighted-average assumptions used in the Monte Carlo model are as follows:

 

		Tranche A				Tranche B				Tranche C
Expected award term (in years) (1)			3.3				3.6				3.8
Expected share price volatility			38.43	%			38.43	%			38.43	%
Dividend yield			0.00	%			0.00	%			0.00	%
Risk-free rate of return			3.86	%			3.86	%			3.86	%
Forfeiture rate			0.00	%			0.00	%			0.00	%
Grant date fair value per option (2)		$	3.22			$	2.85			$	2.37

 

(1)	The award agreement does not specify an explicit time-based service requirement. The stock options vest solely upon satisfaction of the closing sale price prior to January 20, 2031.
(2)	The equity-based compensation expense is recognized straight-line over the expected award term for each tranche independently.

 

Stock options and warrants are equity classified, not liability classified, and are not remeasured at fair value.

 

NOTE 13 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 

The carrying amounts of accounts payable and accrued expenses approximated their fair values at the balance sheet dates. Accounts payable at June 30, 2026 and December 31, 2025 were $59,635,351 and $25,129,485, 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 June 30, 2026 and December 31, 2025 were $6,620,210 and $27,847,751, respectively, which included accruals of general operating expenses, property and sales taxes, interest accrued on long-term debt and NNN firesuite liability, and construction costs related to future venues.

 

Total accrued expenses consist of the following:

 SCHEDULE OF ACCRUED EXPENSES 

		June 30,				December 31,
		As of
		June 30,				December 31,
		2026				2025
General operating expenses		$	839,558			$	1,044,148
Property and sales taxes			1,135,719				1,621,961
Interest accrued on long-term debt and NNN firesuite liability			4,620,483				1,478,322
Construction costs related to future venues			24,450				23,703,320
Total Accrued Expenses		$	6,620,210			$	27,847,751

 

NOTE 14 – NNN FIRESUITE LIABILITY

 

NNN Luxe FireSuite Real Estate Offering (“Cash Purchase”)

 

During 2025, the Company entered into arrangements to sell the exclusive use rights to Luxe FireSuites to third parties and concurrently lease them back for a 15-year term under a NNN 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.

 

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NOTE 14 – NNN FIRESUITE LIABILITY (Continued)

 

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 will continue beyond year 15, and the Company will 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 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. The financing liability arising from the Luxe FireSuite transactions is included in the Company’s Unaudited Condensed Consolidated Balance Sheets. As of June 30, 2026, the balance of the NNN firesuite liability was $39,159,131, which reflects initial proceeds of $38,277,000 received from the buyer/lessor and includes $317,870 and $606,617 of accreted interest for the three and six months ended June 30, 2026, respectively. As of December 31, 2025, the balance of the NNN firesuite liability was $31,064,514, which reflects initial proceeds of $30,789,000 received from the buyers/lessors. There was no accreted interest for the three and six months ended June 30, 2025. For the three and six months ended June 30, 2026, the Company recognized interest expense of $3,050,536 and $5,217,516, respectively, related to the Luxe FireSuites financing, which is included within Interest Expense in the Unaudited Condensed Consolidated Statements of Operations. There was no Interest Expense recognized for the three and six months ended June 30, 2025.

 

NNN Luxe FireSuite Real Estate Offering with Financing Option (“Finance Purchase”)

 

In April 2026, the Company launched initiated a new arrangement to sell the exclusive use rights to Luxe FireSuites at the Sunset Amphitheaters in Broken Arrow, Oklahoma and El Paso, Houston, and McKinney, Texas to third parties and concurrently lease them back under a NNN lease structure. Under these agreements, the third-party pays an upfront purchase price or a cash deposit under a financing option over 20 years for a Luxe FireSuite and the Company 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, and the buyer/lessor’s monthly payment obligations under the NNN promissory notes are settled through reductions in their monthly distributions.

 

The buyer/lessor has a one-time option at the end of 5, 10, or 15 years to require the Company to repurchase the Luxe FireSuite rights at a price equal to 115%, 125%, or 150%, respectively, of the original purchase price (the “Lessor Repurchase Price”). If the buyer/lessor exercises this put option at the end of each respective period, the Company must repurchase the suite rights at the agreed price, with the Lessor Repurchase Price settled against the remaining outstanding NNN promissory notes receivable balance (see Note 6 – Promissory Notes Receivable for further details). If the buyer/lessor does not exercise the option, the lease will terminate at the end of 15 years, and the buyer/lessor will retain ownership of the suite rights going forward.

 

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 Lessor Repurchase Price by the end of the term. The financing liability arising from the Luxe FireSuite transactions is included in the Company’s Unaudited Condensed Consolidated Balance Sheets. As of June 30, 2026, the balance of the NNN firesuite liability was $19,630,392, which reflects initial proceeds of $19,537,000 received from the buyer/lessor, net of $542,646 of principal repayments, and includes $93,392 and $93,392 of accreted interest for the three and six months ended June 30, 2026, respectively. As of December 31, 2025, the balance of the NNN firesuite liability was $0 and, accordingly, no proceeds from the buyer/lessor, accreted interest, and interest expense were recognized.

 

42

 

 

NOTE 14 – NNN FIRESUITE LIABILITY (Continued)

 

Following is the future maturities of the NNN firesuite liability for the twelve months ending June 30,

 SUMMARY OF FUTURE MATURITIES OF LONG TERM DEBT 

		Cash Purchase				Finance Purchase				Total
2027		$	1,265,900			$	645,567			$	1,911,467
2028			1,265,900				645,567				1,911,467
2029			1,265,900				645,567				1,911,467
2030			1,265,900				645,567				1,911,467
2031			1,265,900				645,567				1,911,467
Thereafter			32,829,631				16,402,557				49,232,188
Total NNN firesuite liability		$	39,159,131			$	19,630,392			$	58,789,523

 

NOTE 15 – 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 a significant equity holder of Roth Industries. Mitchell Roth, a member of the Company’s Board of Directors, is also the CEO, President, and a significant equity holder of Roth Industries. Certain of the Company’s other 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 recognizes licensing fees from Roth Industries for Roth Industries’ licensing use of the Bourbon Brothers brand in grocery products since the Company holds the exclusive license to use the brand. Licensing fee income recognized was $32,500 and $65,000 during the three and six months ended June 30, 2026, respectively. Licensing fee income recognized was $35,000 and $70,000 during the three and six months ended June 30, 2025, respectively. The Company had $302,500 and $237,500 in receivables from Roth Industries as of June 30, 2026 and December 31, 2025, respectively. The amounts received were recorded in other income in the Unaudited Condensed Consolidated Statements of Operations and the amounts receivable included in other receivables as prepaid expenses and other current assets in the Unaudited Condensed Consolidated Balance Sheets.

 

The Company invested in Culinova, Inc. (formerly known as Innovate CPG, Inc.) for a total of 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. on the same terms as other equity holders of Roth Industries. The Company’s Chairman and CEO is a director of Culinova, Inc., and Mitchell Roth, a director of the Company, is the Chairman and CEO of Culinova, Inc. Certain of the Company’s other 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.

 

On June 26, 2024, the Company purchased the land and building of 13141 BP for a total purchase price of $2,761,000. 13141 BP sold the land and building to a third party on July 18, 2025, at which time the Company determined the disposed component did not meet discontinued-operations criteria and its financial impacts were 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 and 2026, the Company entered into several lease, debt and equity transactions with related parties, including a significant shareholder of the Company and the Company’s Chairman and CEO. These include ground lease agreements (refer to Note 5 – Leases for further details), convertible debt agreements (refer to Note 9 – Debt for further details), and an issuance of shares of the Company’s common stock and warrants (refer to Note 10 – Equity for further details).

 

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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 August 14, 2026, and identified the following:

 

On July 14, 2026, the Company, through one of its subsidiaries, entered into a Consulting and Management Agreement with Legends Global Theater Management, LLC (“Legends”) in connection with the Regent Bank Amphitheater being developed in Broken Arrow, Oklahoma. Under this agreement, Legends will provide pre-opening advisory services and will book and promote live music concerts, comedy events and other mutually approved entertainment events at the Regent Bank Amphitheater in exchange for a fixed monthly pre-opening advisory fee; a monthly management fee consisting of the greater of a fixed annual fee or a fixed percentage of adjusted gross income, less specified event-related costs; an annual incentive fee upon achievement of mutually agreed key performance indicators; and monthly commissions related to food-and-beverage revenues.

 

On July 17, 2026, for the purpose of funding construction costs for its in-development amphitheater projects, the Company, together with certain of its subsidiaries named as guarantors, entered into a Secured Promissory Note and Guaranty Agreement (the “Note”) with Ryan, LLC (the “Lender”), pursuant to which the Lender provided the Company with a secured, short-term bridge loan (the “Bridge Loan”) in the principal amount of $20,000,000 plus up to $500,000 to cover certain of the Lender’s third-party fees, costs, and expenses incurred in negotiating the Note. The term of the Bridge Loan is 90 days from July 17, 2026, and the Bridge Loan bears interest at 18.0% per annum. The Bridge Loan is personally guaranteed by the Company’s Chairman and CEO.

 

In July 2026, the Company granted 200,000 stock options to a director of the Company, 250,000 stock options to an advisor to the Company’s CEO and a director nominee for election to the Company’s Board of Directors at the Company’s upcoming annual meeting of shareholders (the “Annual Meeting”), and 300,000 stock options to an officer of the Company (subject to shareholder approval at the Annual Meeting of a proposed amendment to the 2023 Plan to increase the number of shares of Common Stock reserved for issuance under the 2023 Plan).

 

In connection with the Partner Agreement dated November 6, 2025 that the Company entered into with one of its brand ambassadors, the Company issued 77,479 shares of Common Stock to the brand ambassador in August 2026.

 

Pursuant to the Old Mill Note dated February 3, 2026, the Company elected to satisfy the first six months of accrued interest payable to Old Mill in the form of the Company’s Common Stock. The number of shares of Common Stock issued was based on a value of approximately $174,577, determined using the volume weighted average price per share during the preceding ten days during which the NYSE American was open. On August 3, 2026, the Company issued 76,234 shares of Common Stock to satisfy the accrued interest obligation.

 

Effective August 3, 2026, the Company entered into a Ticketing Agreement with Ticketmaster L.L.C. (“Ticketmaster”) pursuant to which Ticketmaster is granted the right to be the exclusive seller of all tickets for the sellable capacity of any event held at the Regent Bank Amphitheater, The Sunset McKinney, and The Sunset El Paso. In exchange, the Company will pay Ticketmaster certain charges and fees assessed per ticket sold. The term of this agreement will continue for five years following the opening date of the last of the Regent Bank Amphitheater, The Sunset McKinney, and The Sunset El Paso to open (the “Initial Term”) and automatically renews for successive five-year periods following the Initial Term, unless either party elects to terminate the agreement.

 

On July 31, 2026 (the “Issuance Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional investor (the “Purchaser”) in connection with the issuance and sale by the Company of an aggregate of $25,000,000 in original principal amount of Senior Secured Convertible Debentures (the “Debentures”) to the Purchaser and warrants to purchase shares of Common Stock (the “Warrants”). Pursuant to the Debentures, $12,500,000 of the original principal amount that was funded to the Company by the Purchaser on the Issuance Date (the “Holdback Amount”) is initially being held in an account as cash collateral, subject to release to the Company upon the Company’s compliance with certain terms in the Debentures. The Debentures will mature on July 31, 2027, unless earlier converted or redeemed. The Debentures have an original issue discount of 5%. Accordingly, on the Issuance Date, the Company received gross proceeds of $11,875,000 before fees and expenses. If the Holdback Amount is subsequently released to the Company pursuant to the Debentures, the Company will receive additional gross proceeds of $11,875,000, resulting in aggregate gross proceeds to the Company of $23,750,000 before fees and expenses. The Debentures do not bear interest unless and until the occurrence of an event of default, in which case the Debentures will accrue interest at a rate of 18% per annum. At any time on or after the Issuance Date, the Debentures are convertible at the option of the Purchaser into shares of Common Stock at an initial conversion price of $7.50 per share, subject to adjustment upon a payment failure or other event of default as provided in the Debentures. The Company will be required to make monthly installment payments consisting of $5,000,000 of principal, the applicable payment premium on such principal amount, which is initially 15% but increases to 20% after the 75th day following the Issuance Date, and any accrued and unpaid interest, in accordance with the Debentures’ repayment schedule.

 

BBRP DST offers beneficial interests in the trust that include both equity and debt components. From June 30, 2026 through August 13, 2026, the Company sold approximately $7.3 million of beneficial interests in BBRP DST, including to a related party.

 

 

ITEM 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

You should read the following discussion and analysis of Venu’s financial condition and results of operations together with our audited consolidated financial statements as of and for the fiscal year ended December 31, 2025, which is included in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”), and our unaudited condensed consolidated financial statements as of June 30, 2026 and for the three and six months ended June 30, 2026 and 2025, which appear at the end of this Quarterly Report on Form 10-Q, in each case together with the related notes thereto. Some of the information contained in this discussion and analysis or set forth at the end of this Quarterly Report, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the section entitled “Risk Factors,” actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. You should carefully read the section of this Quarterly Report entitled “Risk Factors” to gain an understanding of the important factors that could cause actual results to differ materially from forward-looking statements. Please also see the section entitled “Cautionary Note Concerning Forward-Looking Statements.” Forward-looking statements may be identified by words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions. Future operating results, however, are impossible to predict, and no guarantee or warranty is to be inferred from those forward-looking statements.

 

MD&A Overview

 

This section presents management’s perspective on the financial condition and results of operations of Venu Holding Corporation. Unless otherwise noted, for purposes of this section, the terms “we,” “us,” “our,” “Company,” and “Venu” refer to Venu Holding Corporation and its consolidated subsidiaries. The following discussion and analysis (this “MD&A”) is intended to highlight and supplement data and information presented elsewhere in this Quarterly Report and should be read in conjunction with our audited consolidated financial statements as of and for the fiscal years ended December 31, 2025 and 2024, which are included in the Annual Report, and our unaudited condensed consolidated financial statements as of June 30, 2026 and for the three and six months ended June 30, 2026 and 2025, which are included in this Quarterly Report, in each case together with the related notes thereto. Results for any period or year should not be construed as an inference of what our results would be for any full fiscal year or future period. This MD&A is also intended to provide you with information that will facilitate your understanding of our consolidated financial statements, the changes in key items in those consolidated financial statements from year to year, and the primary factors that accounted for those changes. To the extent that this discussion describes prior performance, the descriptions relate only to the periods listed, which may not be indicative of our future financial outcomes. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties, and assumptions that could cause results to differ materially from management’s expectations. Factors that could cause such differences are discussed in the sections titled “Cautionary Note Concerning Forward-Looking Statements” and “Risk Factors.” Our MD&A is organized as follows:

 

	●	Business Overview — Discussion of our business plan and strategy in order to provide context for the remainder of this MD&A.
	●	Consolidated Results of Operations — Analysis of our financial results comparing the three and six months ended June 30, 2026 to the three and six months ended June 30, 2025.
	●	Liquidity and Capital Resources — Analysis of changes in our cash flows, and discussion of our financial condition and potential sources of liquidity.
	●	Significant Accounting Policies and Use of Estimates — Accounting policies that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results and forecasts.

 

Business Overview

 

Business

 

Venu is a Colorado-based hospitality and entertainment corporation that develops, builds, owns, and operates luxury, live-entertainment venue campuses, which consist of event centers, multi-seasonal amphitheaters, restaurants, and bars. As a growing entertainment and hospitality company, we continue to expand our portfolio of indoor and outdoor music venues and entertainment campuses where music, dining, and luxury converge in strategically selected markets.

 

 

Key Milestones and Recent Developments

 

Our operations to date have enabled us to achieve growth and the key milestones, including:

 

	●	March 2017: Venu was founded as Bourbon Brothers Restaurants, LLC, which converted into Notes Live, Inc. in April 2022, and changed its name to Venu Holding Corporation in September 2024.
	●	April 2017: Venu opened Bourbon Brothers Smokehouse & Tavern in Colorado Springs, Colorado.
	●	March 2019: Venu opened its first live-entertainment, indoor event center in Colorado Springs, Colorado, now known as “Phil Long Music Hall at Bourbon Brothers.”
	●	June 2023: Venu entered into an operating agreement with AEG Presents with respect to the operation of Ford Amphitheater, which opened in August 2024.
	●	June 2023: Venu opened its second Bourbon Brothers venue and its second BBST restaurant in Gainesville, Georgia.
	●	October 2023: Venu entered into an Economic Development Agreement with the City of Broken Arrow, Oklahoma, pursuant to which the parties formed a public-private partnership and intend to open a 12,500-capacity amphitheater that will be known as the Regent Bank Amphitheater.
	●	April 2024: Venu and the City of McKinney, Texas, together with the McKinney Economic Development Corporation and the McKinney Community Development Corporation, entered into a Chapter 380, Grant, and Development Agreement, pursuant to which Venu is developing The Sunset McKinney.
	●	June and July 2024: Venu and the City of El Paso, Texas formed a public-private partnership by entering into a Purchase and Sale Agreement in June 2024 and a Chapter 380 Economic Development Program Agreement in July 2024. Pursuant to the agreements, Venu acquired approximately 20 acres of land from the City of El Paso where it will construct and manage The Sunset El Paso, a 12,500-person amphitheater.
	●	August 2024: Venu opened its first amphitheater, Ford Amphitheater, in Colorado Springs, Colorado, and began hosting live concerts and events at the venue.
	●	November 2024: Venu closed on the initial public offering of Common Stock and its Common Stock was listed on the NYSE American.
	●	January 2025: Venu and the City of McKinney, Texas, together with the McKinney Economic Development Corporation, closed on its purchase of an approximately 46-acre tract of land where it is developing The Sunset McKinney.
	●	February 2025: Venu launched a multi-season venue configuration model, enabling potential year-round operations across in-development and planned amphitheaters in McKinney, TX; El Paso, TX; Webster, TX; and Broken Arrow, OK, which are intended to expand potential new revenue and margin opportunities.
	●	June 2025: Venu awarded Aramark Sports + Entertainment the contracts for food & beverage concessions, artist and branded venue retail, and facilities management, including custodial and grounds maintenance, cleaning, and engineering services. The multi-venue agreement will be implemented across three of the Company’s flagship amphitheaters: the Regent Bank Amphitheater in Broken Arrow, Oklahoma; The Sunset McKinney, powered by EIGHT Beer in McKinney, Texas; and Ford Amphitheater in Colorado Springs, Colorado, where Aramark and Venu have expanded their relationship.
	●	June 2025: Venu broke ground on The Sunset McKinney in McKinney, Texas.

 

 

	●	November 2025: Venu opened its first fine-dining restaurant and bar and lounge, Roth’s Sea & Steak and Brohan’s, on November 8, 2025, in Colorado Springs, Colorado.
	●	November 2025: Venu broke ground on The Sunset El Paso in El Paso, Texas.
	●	December 2025: Venu entered into an Operator Agreement with Live Nation Worldwide, Inc. on December 10, 2025 in connection with The Sunset McKinney being developed in McKinney, Texas.
	●	January 2026: Venu awarded Aramark Sports + Entertainment the contracts for certain food, beverage, catering, concession, retail, custodial, grounds, and facility maintenance services to be provided at two additional Sunset Amphitheater locations to be constructed in El Paso, Texas and the greater Houston, Texas area.
	●	February 2026: Venu closed on the purchase of land on which BBST and BBP venues will be constructed in Centennial, Colorado.
	●	March 2026: Venu closed an underwritten public offering of shares of its Common Stock and Pre-Funded Warrants to purchase Common Stock (in lieu of shares of Common Stock), in each case together with accompanying Common Warrants to purchase Common Stock, generating net proceeds of approximately $80.1 million.
	●	May 2026: In May 2026, Sunset at Chattanooga, LLC, a wholly owned subsidiary of Venu, entered into a Purchase and Sale Agreement to acquire an approximately 15-acre parcel of real property in Chattanooga, Tennessee. After closing on the acquisition of the property, the Company intends to utilize the property to develop and operate The Sunset Chattanooga, a multi-seasonal amphitheater and entertainment complex.
	●	July 2026: Venu entered into an operating agreement with Legends with respect to the operation of the Regent Bank Amphitheater being developed in Broken Arrow, Oklahoma, which is anticipated to open Fall 2026.

 

Venue Ownership

 

Venu primarily generates revenue through restaurant operations, event rentals, naming rights and sponsorship arrangements, and hosting concerts and events. Our business involves developing, owning, and operating the following types of venues and entertainment spaces:

 

Event Centers — Event centers are indoor, intimate music and event venues that can accommodate up to approximately 1,400 guests. This venue category includes our Bourbon Brothers Presents venues, which are designed to host approximately 1,400 concertgoers at general admission concerts featuring national-touring artists or to seat between 500 and 700 guests at more intimate events such as concerts featuring tribute bands or dueling pianos, corporate functions, or weddings. Our BBP event centers can be transitioned from one configuration to the next. This operational flexibility is intended to maximize our event-rental opportunities by expanding the types of events we can host while minimizing the time it takes to stage one event to the next, allowing us, for example, to host a concert one night and a wedding the following afternoon.

 

Amphitheaters — Amphitheaters are venues that accommodate between 8,000 and 20,000 concertgoers. Amphitheaters are designed with special acoustics, premium seat packages, and luxurious suites intended to amplify guests’ music and entertainment experiences. Our first amphitheater venue was the Ford Amphitheater in Colorado Springs, Colorado, which is an open-air, 8,000-person venue. In addition to lawn and stadium-style seating that allows us to offer tickets at an array of price points, Ford Amphitheater has Luxe FireSuites that deliver premium hospitality and a more luxurious, personalized concert experience. Ford Amphitheater, which opened in August 2024, is designed with 92 VIP Luxe FireSuites , accommodating a total of 736 VIP guests. Ford Amphitheater primarily hosts concerts from April through October each year. The amphitheaters under development or planned for development in Oklahoma and Texas will also have Luxe FireSuites and are designated to host multi-seasonal events.

 

Restaurants — Bourbon Brothers Smokehouse & Tavern is Venu’s flagship, full-service restaurant concept. BBST serves American classics and Southern staples, accompanied by a selection of rare bourbons, ryes, whiskies, and local craft beers. Venu develops its BBST restaurants and BBP event centers in close proximity to one another, which allows BBST to serve as the exclusive caterer for BBP events.

 

Fine Dining, Hospitality, and Entertainment Campuses — In June 2025, Venu opened Roth’s Sea & Steak, a fine-dining restaurant in a mixed-use development adjacent to Ford Amphitheater, for exterior concert seating. In November 2025, Venu opened the restaurant operations of Roth’s Sea & Steak. Framing either side of Roth’s are two configurable hospitality spaces to be used for hosting corporate events, weddings, trade shows, conventions, and other events. Above Roth’s and in between the Notes Hospitality Collection spaces is a “top-shelf” bar and lounge called Brohan’s, which opened in November 2025 and offers unobstructed views of the surrounding area that Venu intends to monetize during marquee shows at Ford Amphitheater.

 

 

The following table summarizes the types of venues we are operating or otherwise in development and / or planning to develop, describing each by venue type, location, expected opening date, and current status.

 

Venue Type		Location		Current Status*
Event Centers
BBP CO		Colorado Springs, CO		Opened in March 2019
BBP GA		Gainesville, GA		Opened in June 2023
BBP Centennial		Centennial, CO		Expected to open in mid- to late 2027
Amphitheaters
Ford Amphitheater		Colorado Springs, CO		Opened in August 2024
Regent Bank Amphitheater		Broken Arrow, OK		Expected to open in Fall 2026
The Sunset McKinney		McKinney, TX		Expected to open in Q1 2027
The Sunset El Paso		El Paso, TX		Expected to open in early 2028
The Sunset Houston		Greater Houston area, TX		Expected to open in mid-2028**
The Sunset Chattanooga		Chattanooga, TN		Expected to open in late 2028***
Restaurants
BBST CO		Colorado Springs, CO		Opened in April 2017
BBST GA		Gainesville, GA		Opened in June 2023
BBST Centennial		Centennial, CO		Expected to open in mid- to late 2027
Fine Dining & Hospitality Collection
Notes Hospitality Collection		Colorado Springs, CO		Opened in June 2025
Roth’s Sea & Steak		Colorado Springs, CO		Opened in November 2025
Bars
Brohan’s		Colorado Springs, CO		Opened in November 2025

 

*	Projected opening dates are based on Venu’s current estimates but are subject to change.

 

**	Venu has entered into a term sheet with the City of Webster and the Webster Economic Development Corporation with respect to the development of an amphitheater in the City of Webster (part of the greater Houston, Texas area). The parties are negotiating a development agreement.
***	Venu has entered into a Purchase and Sale Agreement with respect to the development of an amphitheater in Chattanooga, Tennessee. The deposit on the land is currently held in escrow and the Company is negotiating incentives with county, city and state entities.

 

 

Business Segment

 

We consider our restaurant and event center operations as similar, in close proximity, and have aggregated them into a single reportable segment. Revenue from our customers is primarily derived from food and beverage (“F&B”) services (our “Restaurant Operations”) with a portion being served contemporaneously with live entertainment during the events and concerts that we promote and host (our “Event Operations”) at the event center and amphitheaters, in addition to the revenues generated by venue rentals and sponsorships at the event centers and amphitheaters.

 

Event Operations. The Event Operations portion of our business involves the promotion of live music and events in our owned or operated venues, the operation and management of our venues, the creation of content from concerts and events hosted in our venues, and the provision of management and other services to artists. Between BBP CO in Colorado Springs, Colorado, and BBP GA in Gainesville, Georgia, we promote and hold hundreds of live music and other events each year.

 

For the three months ended June 30, 2026, we promoted and held 27 concerts and 27 private events at BBP CO, 35 concerts and 3 private events at BBP GA. No private events were held at Notes Eatery in 2026 due to its closure in July 2025. For the three months ended June 30, 2025, we promoted and held 30 concerts and 15 private events at BBP CO, 40 concerts and 3 private events at BBP GA, and 6 private events at Notes Eatery.

 

For the six months ended June 30, 2026, we promoted and held 55 concerts and 35 private events at BBP CO, 63 concerts and 5 private events at BBP GA. No private events were held at Notes Eatery in 2026 due to its closure in July 2025. For the six months ended June 30, 2025, we promoted and held 55 concerts and 23 private events at BBP CO, 71 concerts and 10 private events at BBP GA, and 15 private events at Notes Eatery.

 

Our Event Operations business generated $1,232,696, or 26% and $2,299,794, or 27%, of our total revenue during the three and six months ended June 30, 2026, respectively. Our Event Operations business generated $1,350,418, or 30% and $2,627,078, or 33%, of our total revenue during the three and six months ended June 30, 2025, respectively. The $117,722 or 9% decrease in revenue for the three-month period and $327,284 or 12% decrease in revenue for the six-month period from 2025 to 2026 were primarily attributable to weaker event ticket sales at BBP GA and BBP CO during the first half of 2026.

 

Within our Events Operations, we generate revenues through: (i) ticket sales and fees on tickets sold directly by us or through the ticketing business that we contract with for our events; (ii) fees collected on tickets sold by other third-party platforms, such as convenience and order-processing fees and service charges; (iii) venue rentals, which occur for a variety of corporate and personal events; (iv) pre-selling naming rights to our live-entertainment venues by partnering with industry-leading brands under naming-rights agreements; and (v) sponsorship sales, which allow brands to advertise at our venues by showcasing their names and logos on a variety of sponsorship inventory curated for each of our venues and at each event we promote and host.

 

Restaurant Operations. Revenues generated through restaurant operations included F&B sales at our BBST restaurants, Roth’s Sea & Steak, and Notes bar (known as Notes Eatery). F&B sales include all revenues recognized with respect to stand-alone F&B sales, along with F&B sales at BBP CO and BBP GA.

 

Our Restaurant Operations business generated $3,192,696, or 67% and $5,617,082, or 66%, of our total revenue during the three and six months ended June 30, 2026, respectively. Our Restaurant Operations business generated $2,545,178, or 57% and $4,590,094, or 57%, of our total revenue for the three and six months ended June 30, 2025, respectively. The $647,518 or 25% increase in revenue for the three-month period and $1,026,988 or 22% increase in revenue for the six-month period from 2025 to 2026 were primarily attributable to the opening of Roth’s Sea & Steak in November 2025, offset by decreased revenue from the closure of Notes Eatery in July 2025 and softer overall F&B sales at BBST GA. BBST GA was specifically impacted by the early winter storms, which led to full and partial closures over two weekends during the first quarter of 2026.

 

Amphitheater Operations. Through a subsidiary, we entered into an agreement with AEG Presents whereby they lease and operate Ford Amphitheater in Colorado Springs, Colorado. Within our Amphitheater Operations, we pre-sell naming rights to our amphitheater by partnering with industry-leading brands under naming-rights agreements. At the Ford Amphitheater, we generate net profits that are split with AEG Presents through: (i) ticket sales, fees, and rebates on tickets for concerts and events held at Ford Amphitheater; (ii) parking fees; (iii) venue rentals, which may occur for a variety of corporate and personal events; (iv) food and beverage sold at the shows and events; and (v) sponsorship sales, which allow brands to advertise at our venue by showcasing their names and logos on a variety of sponsorship inventory curated for the venue and at each event we promote and host, all of which are offset by operating expenses, artist expenses, supplies, security, utilities, insurance, overhead, and other operating costs within our net amphitheater revenue recognition from AEG Presents. For future amphitheater locations we expect to open, we anticipate entering into customized operating, concession, and content arrangements with third-party partners.

 

Our Amphitheater Operations generated $370,069, or 8% and $630,072, or 7%, of our total revenue during the three and six months ended June 30, 2026, respectively. Our Amphitheater Operations generated $591,712, or 13% and $769,294, or 10%, of our total revenue during the three and six months ended June 30, 2025, respectively. The $221,643 or 37% decrease in revenue for the three-month period and $139,222, or 18% decrease in revenue for the six-month period from 2025 to 2026 were primarily driven by a decrease in the number of shows, from 11 shows held during the three and six months ended June 30, 2025 to 6 shows held during the three and six months ended June 30, 2026. This decrease resulted in lower amphitheater net profits shared with AEG Presents. The Company expects its amphitheater net profits to strengthen during the remainder of 2026, driven by continued operations of the Ford Amphitheater throughout its season. The Company anticipates to open the Regent Bank Amphitheater in Fall 2026, which is expected to contribute additional amphitheater revenue following its opening. The Company will begin recognizing naming rights sponsorship revenue in July 2026 in connection with the Regent Bank Amphitheater.

 

 

Financial

 

Private Offerings

 

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

 

We anticipate raising additional cash through the private sales of membership interests in certain of our subsidiary entities (including interests in our Luxe FireSuites and / or lease rights to those suites) at our amphitheater locations, collaborative arrangements such as owner’s clubs, or a combination thereof, to continue to fund our construction of venues. There is no assurance that any such collaborative arrangement will be entered into or that financing will be available to us when needed in order to allow us to continue our operations, or if available, on terms acceptable to us. If we do not raise sufficient funds in a timely manner, we may be forced to curtail operations or revise the timeline of our business plan.

 

Registered Equity Offerings

 

On March 8, 2026, we completed a public offering of 14,340,000 shares of Common Stock, and Pre-Funded Warrants to purchase up to 4,410,000 shares of Common Stock, in lieu of shares of Common Stock, in each case together with accompanying Common Warrants to purchase up to 18,750,000 shares of Common Stock. The aggregate public offering price for each share of Common Stock, together with one Common Warrant, is $4.00. The aggregate public offering price for each Pre-Funded Warrant, together with one Common Warrant, is $3.999. The closing of the offering took place on March 10, 2026. We also granted the underwriters a 45-day option to purchase up to an additional 2,812,500 shares of Common Stock and/or 2,812,500 Pre-Funded Warrants and/or 2,812,500 Common Warrants to cover any over-allotments in connection with the offering. The over-allotment option was exercised in full. We received net proceeds of approximately $80.1 million (including from the exercises of the over-allotment option), after deducting the underwriting discounts and commissions and other offering expenses.

 

On June 12, 2026, the Company entered into an ATM Sales Agreement (the “Sales Agreement”) with ThinkEquity LLC as the Company’s sole sales agent (the “Sales Agent”) with respect to the at-the-market offering (the “ATM Offering”) of shares of Venu’s Common Stock having an aggregate offering price of up to $25,000,000. Although the Company may determine the timing and amount of any sales of Common Stock under the Sales Agreement, the Sales Agreement does not obligate the Company or the Sales Agent to sell or buy any shares of Common Stock thereunder. During the three and six months ended June 30, 2026, the Company sold an aggregate of 1,337,184 shares of Common Stock in the ATM Offering, generating net proceeds of approximately $3.8 million.

 

 

Overview of the 2026 Three- and Six- Month Interim Period Financial Comparison

 

Consolidated Results of Operations

 

Comparison of the Three Months Ended June 30, 2026 and 2025

 

To facilitate review of our discussion and analysis, the following table sets forth our financial results for the periods indicated. All information is derived from the Unaudited Condensed Consolidated Statements of Operations for the three months ended June 30, 2026 and 2025, respectively.

 

VENU HOLDING CORPORATION AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in US Dollars)

 

		For the three months ended
		June 30,
		2026				2025				$ Change				% Change
Revenues
Restaurant including food and beverage revenue, net		$	3,192,696			$	2,545,178				647,518				25	%
Event center ticket and fees revenue, net			1,047,541				1,443,707				(396,166	)			-27	%
Rental and sponsorship revenue, net			555,224				498,422				56,802				11	%
Total revenues		$	4,795,461			$	4,487,307				308,154				7	%
Operating costs
Food and beverage			807,111				613,546				193,565				32	%
Event center			951,005				929,498				21,507				2	%
Labor			1,623,373				1,118,884				504,489				45	%
Rent			476,070				409,959				66,111				16	%
General and administrative			10,093,301				8,463,946				1,629,355				19	%
Equity compensation			1,782,521				1,883,762				(101,241	)			-5	%
Depreciation and amortization			2,400,731				1,374,412				1,026,319				75	%
Donation of EIGHT Brewing investment			1,999,999				-				1,999,999				100	%
Total operating costs		$	20,134,111			$	14,794,007				5,340,104				36	%
Loss from operations		$	(15,338,650	)		$	(10,306,700	)			(5,031,950	)			49	%
Other income (expense), net
Interest expense, net			(4,424,770	)			(1,983,993	)			(2,440,777	)			123	%
Other income (expense), net			29,974				(12,901	)			42,875				-332	%
Total other expense, net			(4,394,796	)			(1,996,894	)			(2,397,902	)			120	%
Net loss		$	(19,733,446	)		$	(12,303,594	)			(7,429,852	)			60	%
Net loss attributable to non-controlling interests			(1,846,492	)			(886,361	)			(960,131	)			108	%
Net loss attributable to Venu			(17,886,954	)			(11,417,233	)			(6,469,721	)			57	%
Preferred stock dividend			(152,880	)			(16,875	)			(136,005	)			806	%
Net loss attributable to common stockholders		$	(18,039,834	)		$	(11,434,108	)			(6,605,726	)			58	%

 

 

Revenues

 

Total revenues increased $308,154, or approximately 7% during the three months ended June 30, 2026, as compared to the prior year period. As a component of our single reportable business segment, revenues generated from our “Restaurant including food and beverage revenue, net” increased $647,518 primarily due to the opening of Roth’s Sea & Steak in November 2025 and it being in operation during the 2026 period, partially offset by decreased revenue resulting from the closure of Notes Eatery in July 2025 during the three-month period. “Event center ticket and fees revenue, net” decreased $396,166 primarily due to a decrease in the total number of shows at the Ford Amphitheater during the period when compared to the prior year, which resulted in lower amphitheater net profits shared with AEG Presents, and weaker event ticket sales at BBP CO during the three-month period. The Company expects its amphitheater net profits to strengthen during the remainder of 2026, driven by continued operations of the Ford Amphitheater throughout its season. “Rental and sponsorship revenue, net” increased $56,802 primarily due to stronger venue rentals at BBP CO during the three-month period.

 

Operating Costs

 

Food and Beverage Costs. Our F&B costs increased $193,565 during the three months ended June 30, 2026, as compared to the prior year period, primarily driven by an increase in sales volumes and use of premium ingredients used in our Fine Dining & Hospitality Collection venues (Roth’s Sea & Steak and SHC), which opened in the second half of 2025.

 

Event Center Costs. Our event center costs increased $21,507 during the three months ended June 30, 2026, as compared to the prior year period. primarily due to an increase in parking lot costs for the Ford Amphitheater, partially offset by decreased talent costs, which can fluctuate based on negotiated contracts and the number of events.

 

Labor Costs. Our labor costs increased $504,489 during the three months ended June 30, 2026, as compared to the prior year period, primarily due to the hiring of a new management team, kitchen staff, and waiting staff for Roth’s Sea & Steak, which opened in November 2025 and was in operation during the 2026 period (but not the 2025 period). This increase was partially offset by the elimination of labor costs following the closure of Notes Eatery in July 2025.

 

Rent Costs. Our rent costs increased $66,111 during the three months ended June 30, 2026, as compared to the prior year period, primarily due to increases in annual base rents, property taxes, and insurance expenses across several locations and rent for a leased parking lot in Colorado Springs, Colorado, which commenced in November 2025.

 

General and administrative. Our general and administrative expenses increased $1,629,355 during the three months ended June 30, 2026, as compared to the prior year period, primarily due to our expansion efforts into additional municipalities and marketing efforts to increase sales of interests in our Luxe FireSuites offerings. These expansion plans and promotional efforts resulted in increased travel, business development and promotional efforts, staff recruitment and development of such staff, along with compensation, legal, auditing, tax, other professional services, and general working capital expenses. We anticipate these costs to continue to increase period over period as we continue to expand our teams into new markets, continue construction of its entertainment campuses and seek to grow our balance sheet over the next several years.

 

Equity compensation. Equity compensation decreased $101,241 during the three months ended June 30, 2026, as compared to the prior year period, primarily due to a decrease in the weighted average fair value of issued warrants and stock options and lower volatility assumptions. Additionally, 2.5 million options were granted in January 2025 to the Chairman & CEO of Venu and a related party regarding their personal guaranty of the McKinney purchase of land that immediately vested.

 

Depreciation and Amortization Costs. Depreciation and amortization costs increased $1,026,319 during the three months ended June 30, 2026, as compared to the prior year period, primarily due to assets purchased for Fine Dining & Hospitality Collection venues (Roth’s Sea & Steak and SHC) in 2025, the purchase of a corporate aircraft in September 2025 which resulted in a full quarter of depreciation in the 2026 period, and the purchase of a building in Centennial, Colorado which began depreciating in February 2026.

 

Donation of EIGHT Brewing investment. Donation expense increased $1,999,999 during the three months ended June 30, 2026, as compared to the prior year period, due to the charitable contribution of the Company’s investment in EIGHT Brewing to the Foundation.

 

Interest Expense, net. Interest expense, net increased $2,440,777 during the three months ended June 30, 2026, as compared to the prior year period, primarily due to obligations owed to triple net lease interest holders (being to Luxe FireSuite holders who leased their right in a suite back to us) beginning in the third quarter of 2025 (See the discussion in Note 5 related to NNN FireSuite Promissory Notes Receivable). The increase was also driven by higher interest expense and amortization of debt discount fees associated with these obligations in 2026 compared to 2025.

 

Other Income. Other income increased $42,875 during the three months ended June 30, 2026, as compared to the prior year, primarily due to the discontinuation of the Sunset at Mustang Creek LLC operations, which we decided not to pursue in 2025.

 

 

Comparison of the Six Months Ended June 30, 2026 and 2025

 

To facilitate review of our discussion and analysis, the following table sets forth our financial results for the periods indicated. All information is derived from the Unaudited Condensed Consolidated Statements of Operations for the six months ended June 30, 2026 and 2025, respectively.

 

VENU HOLDING CORPORATION AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in US Dollars)

 

		For the six months ended
		June 30,
		2026				2025				$ Change				% Change
Revenues
Restaurant including food and beverage revenue, net		$	5,617,082			$	4,590,094			$	1,026,988				22	%
Event center ticket and fees revenue, net			1,902,352				2,424,146				(521,794	)			-22	%
Rental and sponsorship revenue, net			1,027,514				972,226				55,288				6	%
Total revenues, net		$	8,546,948			$	7,986,466			$	560,482				7	%
Operating costs
Food and beverage			1,450,802				1,111,386				339,416				31	%
Event center			1,668,720				1,653,562				15,158				1	%
Labor			3,142,118				2,117,831				1,024,287				48	%
Rent			957,782				774,336				183,446				24	%
General and administrative			17,637,456				15,204,257				2,433,199				16	%
Equity compensation			3,738,453				13,224,382				(9,485,929	)			-72	%
Depreciation and amortization			4,776,523				2,749,776				2,026,747				74	%
Donation of EIGHT Brewing investment			1,999,999				-				1,999,999				100	%
Total operating costs		$	35,371,853			$	36,835,530			$	(1,463,677	)			-4	%
Loss from operations		$	(26,824,905	)		$	(28,849,064	)		$	2,024,159				-7	%
Other income (expense), net
Interest expense, net			(7,403,503	)			(2,906,879	)			(4,496,624	)			155	%
Other income, net			50,769				19,599				31,170				159	%
Total other expense, net			(7,352,734	)			(2,887,280	)			(4,465,454	)			155	%
Net loss		$	(34,177,639	)		$	(31,736,344	)		$	(2,441,295	)			8	%
Net loss attributable to non-controlling interests			(2,534,340	)			(2,255,381	)			(278,959	)			12	%
Net loss attributable to Venu			(31,643,299	)			(29,480,963	)			(2,162,336	)			7	%
Preferred stock dividend			(300,750	)			(16,875	)			(283,875	)			1682	%
Net loss attributable to common stockholders		$	(31,944,049	)		$	(29,497,838	)		$	(2,446,211	)			8	%

 

 

Revenues

 

Total revenues increased $560,482, or approximately 7% during the six months ended June 30, 2026, as compared to the prior year period. As a component of our single reportable business segment, revenues generated from our “Restaurant including food and beverage revenue, net” increased $1,026,988 primarily due to the opening of Roth’s Sea & Steak in November 2025, partially offset by decreased revenue resulting from the closure of Notes Eatery in July 2025 and softer sales for BBST GA. “Event center ticket and fees revenue, net” decreased $521,794 primarily due to a decrease in the number of shows during the 2026 period when compared to the 2025 period, which resulted in lower amphitheater net profits shared with AEG Presents, and weaker event ticket sales at BBP CO and BBP GA during the six-month period. The Company expects its amphitheater net profits to strengthen during the remainder of 2026, driven by continued operations of the Ford Amphitheater throughout its season. “Rental and sponsorship revenue, net” increased $55,288 primarily due to stronger venue rentals at BBP CO during the six-month period.

 

Operating Costs

 

Food and Beverage Costs. Our F&B costs increased $339,416 during the six months ended June 30, 2026, as compared to the prior year period, primarily driven by an increase in sales volumes and use of premium ingredients used in our Fine Dining & Hospitality Collection venues (Roth’s Sea & Steak and SHC), which opened in the second half of 2025.

 

Event Center Costs. Our event center costs increased $15,158 during the six months ended June 30, 2026, as compared to the prior year period. primarily due to an increase in parking lot costs for the Ford Amphitheater, partially offset by decreased talent costs, which can fluctuate based on negotiated contracts and the number of events.

 

Labor Costs. Our labor costs increased $1,024,287 during the six months ended June 30, 2026, as compared to the prior year period, primarily due to the hiring of a new management team, kitchen staff, and waiting staff for Roth’s Sea & Steak, which opened in November 2025.

 

Rent Costs. Our rent costs increased $183,446 during the six months ended June 30, 2026, as compared to the prior year period, primarily due to increases in annual base rents, property taxes, and insurance expenses across several locations and rent for a leased parking lot in Colorado Springs, Colorado, which commenced in November 2025 after a sale leaseback transaction for that property.

 

General and administrative. Our general and administrative expenses increased $2,433,199 during the six months ended June 30, 2026, as compared to the prior year period, primarily due to our expansion efforts into additional municipalities and marketing efforts to increase sales of interests in our Luxe FireSuites offerings. These expansion plans and promotional efforts resulted in increased travel, business development and promotional efforts, staff recruitment and development of such staff, along with compensation, legal, auditing, tax, other professional services, and general working capital expenses. We anticipate these costs to continue to increase period over period as we continue to expand our teams into new markets, continue construction of its entertainment campuses and seek to grow our balance sheet over the next several years.

 

Equity compensation. Equity compensation decreased $9,485,929 during the six months ended June 30, 2026, as compared to the prior year period, primarily due to a decrease in the weighted average fair value of issued warrants and stock options and lower volatility assumptions. Additionally, 2.5 million options were granted in January 2025 to the Chairman and CEO of Venu and a related party in connection with their personal guaranty of the McKinney land purchase, which vested immediately. During the second quarter of 2025, 4.3 million options and warrants were issued, of which 3.4 million vested immediately. Although a total of 8.4 million options and warrants were issued during the second quarter of 2026, 5.0 million of these instruments were not accounted for as equity instruments and therefore did not result in equity compensation expense, while most of the remaining options and warrants vest over a two- to four-year period.

 

Depreciation and Amortization Costs. Depreciation and amortization costs increased $2,026,747 during the six months ended June 30, 2026, as compared to the prior year period, primarily due to assets purchased for Fine Dining & Hospitality Collection venues (Roth’s Sea & Steak and SHC) in 2025, the purchase of a corporate aircraft in September 2025 which resulted in a full six months of depreciation in 2026, and the purchase of a building in Centennial which began depreciating in February 2026.

 

Donation of EIGHT Brewing investment. Donation expense increased $1,999,999 during the six months ended June 30, 2026, as compared to the prior year period, due to the charitable contribution of the Company’s investment in EIGHT Brewing to the Foundation.

 

Interest Expense, net. Interest expense, net increased $4,496,624 during the six months ended June 30, 2026, as compared to the prior year period, primarily due to obligations owed to triple net lease interest holders (being to Luxe FireSuite holders who leased their right in a suite back to us) beginning in the third quarter of 2025 (See the discussion in Note 5 related to NNN FireSuite Promissory Notes Receivable). The increase was also driven by higher interest expense and amortization of debt discount fees associated with these obligations in 2026 compared to 2025.

 

Other Income. Other income increased $31,170 during the six months ended June 30, 2026, as compared to the prior year period, primarily due to the discontinuation of the Sunset at Mustang Creek LLC operations, which we decided not to pursue in 2025.

 

 

Factors that May Influence Future Results of Operations

 

Impact of Macroeconomic Conditions

 

We continue to monitor the impact of macroeconomic conditions, including inflationary pressure, potential for recession, instability of capital markets, consumer-spending habits, costs of goods and construction materials, changes to fiscal and monetary policies, interest rate fluctuations, access to capital, the favorability of lending terms, prolonged supply-chain constraints, and geopolitical conflicts and trends, on all aspects of our business, including how those factors may impact our operations, workforce, suppliers, ability to raise additional capital to fund operating and capital expenditures, sales, and profitability.

 

The extent of the impact of these factors on our business will depend on future developments that are highly uncertain and cannot be confidently predicted at this time. To date, these factors have not had a material impact to our results of our operations or development efforts. However, if macroeconomic conditions deteriorate or there are unforeseen developments, our results of operations, financial condition, and cash flows may be adversely affected.

 

Inflation

 

We continue to monitor the impacts of inflation on our business and will continue to attempt to proactively seek cost-saving measures and negotiate with municipalities to purchase land without being burdened by increased borrowing costs and unfavorable lending terms.

 

Liquidity and Capital Resources

 

We have devoted substantially all our efforts to developing and implementing our business plan to market expansion, growing staff, raising capital, opening and operating our restaurants and event venues in Colorado and Georgia, planning venues in new markets, such as Oklahoma and Texas, and exploring additional markets. While our current primary focus is on the operation of our existing venues and on our development projects, our secondary focus is the development of venues in other prospective markets. While we undergo the construction of our in development and planned venues during the remainder of 2026 and into 2027 in Colorado, Oklahoma and Texas, we do not anticipate operational profits until we open and operate additional venues.

 

We had an accumulated deficit of $123,098,229 and $91,454,930 as of June 30, 2026 and December 31, 2025, respectively, and incurred net losses of $34,177,639 and $31,736,344 during the six months ended June 30, 2026 and 2025, respectively. We believe the net loss in the 2026 period was largely due to our efforts to continue to implement our business plan, grow our staff, raise capital, acquisition and construction costs for our in-development venues in new markets, such as Oklahoma and Texas, along with increased marketing efforts to increase sales of interests in our Luxe FireSuites portfolio offerings.

 

We grew property and equipment, net, to $446,239,065 as of June 30, 2026 from $305,947,277 as of December 31, 2025, which represents an increase of $140,291,788 or 46%.

 

The Company believes that cash on hand from its prior equity offerings, revenues from operating venues and restaurants in Colorado Springs, Colorado and Gainesville, Georgia, on-going sales of interests in FireSuites, the operations of Ford Amphitheater 2026, including Roth’s Sea & Steak and Brohan’s, the anticipated opening of Regent Bank Amphitheater in Broken Arrow, OK in Fall 2026, and debt facilities the Company closed on subsequent to June 30, 2026 and expects to close on later in 2026, and potentially other additional capital raising and debt financing transactions or the use of its at the market sales agreement from time to time, will allow the Company to continue its business operations for at least 12 months from the date of this Quarterly Report.

 

Equity and Debt Financing Strategies

 

In April 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 May 27, 2025, for the purpose of funding the completion of a development adjacent to the Ford Amphitheater, the Company entered into Credit Agreement with Pueblo Bank & Trust, as lender (the “Lender”) for a draw down term loan (the “Construction Loan”). The Construction Loan accrues interest at 8.50% and has a term of seventy months, maturing on March 27, 2031 (the “Maturity Date”). Beginning on the closing date, and continuing until no later than May 27, 2026 (the “Draw Period”), assuming that there has not been an “Event of Default” (as defined in the Credit Agreement) and that the Company has complied with all requirements under the documents and agreements governing the Construction Loan, the Company may from time-to-time request advances under the Construction Loan not to exceed an aggregate amount of $6.0 million. Obligations under the Construction Loan are secured under, and by, a deed of trust, various assets of the Company pledged pursuant to a security agreement, together with an assignment of leases and rents, and personal guaranties extended by certain Company affiliates. The outstanding balance as of June 30, 2026 and December 31, 2025 was $5,936,794 and $5,937,119, respectively. This mortgage is collateralized by the SHC land and buildings. This mortgage is personally guaranteed by the Company’s Chairman and CEO.

 

 

In April 2025, the Company entered into a Purchase and Sale Agreement to acquire certain real property in Centennial, Colorado (the “Centennial Property”) owned by Old Mill, LLC (“Old Mill”), which is partially owned by a Board member of the Company. 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. Following such assignment, on February 3, 2026, Hall at Centennial closed on the purchase of 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 (the “Old Mill Note”). The Old Mill Note bears interest at 4.5% per annum and matures February 1, 2027. Interest accrues during the first six months and becomes due and payable on August 1, 2026, in cash or shares of Common Stock. On August 3, 2026, the Company issued 76,234 shares of Common Stock to satisfy the accrued interest obligation.

 

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). On March 11, 2026, the $4,350,000 principal amount of the bridge loan, including accrued but unpaid interest, was fully repaid.

 

Cash Flows

 

The following information reflects cash flows for the periods presented:

 

		Six Months Ended June 30,
		2026				2025
Cash and cash equivalents at beginning of period		$	41,306,358			$	37,969,454
Net cash used in operating activities			(9,401,452	)			(11,484,247	)
Net cash used in investing activities			(132,875,433	)			(39,216,643	)
Net cash provided by financing activities			117,254,177				50,163,414
Cash and cash equivalents at end of period		$	16,283,650			$	37,431,978

 

Net Cash Used in Operating Activities

 

Net cash used in operating activities decreased $2,082,795 during the six months ended June 30, 2026, as compared to the prior year period, primarily due to decreases in equity issued for interest on debt, equity-based compensation, noncash interest and debt discount, and accrued expenses, offset by an increase in accounts payable and the donation of EIGHT Brewing investment to the Foundation.

 

Net Cash Used in Investing Activities

 

Net cash used in investing activities increased $93,658,790 during the six months ended June 30, 2026, as compared to the prior year period, due to an increase in purchases of property and equipment, partially offset by a decrease in our investment in EIGHT Brewing resulting from the donation of the investment to the Foundation.

 

Net Cash Provided by Financing Activities

 

Net cash provided by financing activities increased $67,090,763 during the six months ended June 30 2026, as compared to the prior year period, primarily due to the issuance of Common Stock, Common Warrants, and Pre-Funded Warrants through a registered offerings during the first half of 2026, and sales under our ATM program in June 2026, partially offset by an increase in promissory note payments.

 

Significant Accounting Policies and Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make significant judgments and estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Management bases these significant judgments and estimates on historical experience and other assumptions which it believes to be reasonable based on information presently available. Actual results could differ from those estimates under different assumptions, judgments, or conditions.

 

Significant estimates made by management include, but are not limited to: economic lives of leased assets; impairment assessment of long-lived assets; depreciable lives of property, plant and equipment; useful lives of intangible assets; accruals for contingencies including tax contingencies; valuation allowances for deferred income tax assets; estimates of fair value of identifiable assets and liabilities acquired in business combinations; 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.

 

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

 

 

Revenue Recognition

 

We recognize revenue in accordance with the FASB ASC 606, Revenue from Contracts with Customers, which requires us to allocate the transaction price received from our customers to separate and distinct performance obligations and to recognize revenue upon the satisfaction of our performance obligations. We recognize revenue from our sale to customers of F&B products at our restaurants when the F&B products are transferred to the customer. We recognize revenue from the rental of our venues and from tickets and related fees for concerts or shows performed at our venues when the event, concert, or show occurs. 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. Amounts collected in advance of the event are recorded as deferred revenue until the event occurs. We recognize naming rights and sponsorship revenue over the life of the naming rights and sponsorship agreements.

 

We contracted with AEG Presents 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 Presents through: (i) ticket sales, fees and rebates on tickets for concerts and events held at Ford Amphitheater; (ii) parking fees; (iii) venue rentals, which may occur for a variety of corporate and personal events; (iv) food and beverage sold at the shows and events; and (v) sponsorship sales, which allow brands to advertise at 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 Presents.

 

Investments in Related Parties

 

We have NCI investments in related parties. We account for certain of our investments in related parties using a practical expedient to measure those investments that do not have a readily determinable fair value in accordance with ASC 321, Investments — Equity Securities; ASC 325, Investments — Other; ASC 810, Consolidation; and ASC 820, Fair Value Measurement. Our investments in related parties are initially recognized at cost, and any income or loss resulting from such investments is recognized on our Unaudited Condensed Consolidated Statements of Operations, net of operating expenses. The carrying value of our related-party investments are assessed for indicators or impairment at each balance-sheet date, such that each investment is derecognized upon the sale or impairment of our interest in the investment. See “Non-Controlling Interest and Variable Interest Entities” for further discussions of the entities that are majority-owned subsidiaries and VIEs. Investments for which the Company exercises significant influence but does not have control are accounted for under the equity method.

 

The Company owns 526,166 Class B non-voting units or 1.2% of Roth Industries, LLC (“Roth Industries”). The Company’s Chairman and CEO is also the founder, Chairman and a significant equity holder of Roth Industries. Mitchell Roth, a member of the Company’s Board of Directors, is also the CEO, President, and a significant equity folder of Roth Industries. Certain of 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.

 

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. Certain of the Company currently accounts for this investment based on ASC 325, Investments – Other, under the cost method.

 

Roth Industries, LLC (“Roth Industries”), a related party, pays Venu licensing fees pursuant to a license granted by Venu to Roth Industries to use the trademark, tradename, and likeness of the Bourbon Brothers brand, which Venu exclusively owns, on packaged and prepared food products sold in retail grocery stores and other retail outlets where food products are sold. JW Roth, Venu’s Chairman and CEO and a principal shareholder of Venu, is also the founder and Chairman of Roth Industries and holds an approximate 16.4% membership interest in Roth Industries. Mitchell Roth, a director of Venu, is also the CEO and President of Roth Industries and holds an approximate 14.7% membership interest in Roth Industries. Certain other Company officers and directors hold an interest in Roth Industries.

 

Leases

 

Leases are accounted in accordance with ASC 842, Leases, pursuant to which leases are classified as either operating or financing leases and recorded in our Consolidated Balance Sheets as both a right-of-use asset and lease liability, calculated by discounting fixed lease payments over the lease term, including any renewal options that are likely to be exercised, at the rate set forth or implied in the lease. In calculating the right-of-use asset and lease liability, we elect to combine lease and non-lease components as permitted under ASC 842. As an accounting-policy election, we exclude short-term leases having initial terms of 12 months or less and expense payments on those short-term leases as they are made.

 

For sale-leaseback arrangements, we evaluate whether the arrangement qualifies as a sale and leaseback under ASC 842. If the arrangement qualifies as a sale, then we derecognize the asset, recognize any resulting gain or loss on the sale, and account for the lease based on its classification under ASC 842. If the arrangement does not qualify as a sale, we evaluate whether the transaction should be accounted for as a financing arrangement. In such cases, the asset is not derecognized and, accordingly, no gain or loss is recognized on the transfer. The net consideration received is recorded as a financing liability, measured based on the relative fair value allocation of proceeds using the present value of the fixed payments over the financing term, including any renewal options that are reasonably certain to be exercised, at the rate implicit in the lease. Each lease payment is allocated between interest expense and a reduction of the financing liability using an imputed interest rate. Lease expense or a right-of-use asset is not recognized during the financing period, because the arrangement is accounted for as a financing transaction rather than a lease. The underlying asset remains on our balance sheet and is continuously evaluated for impairment throughout the term of the financing arrangement.

 

Warrants and Stock Options

 

During the six months ended June 30, 2026, the Company granted a total of 34,443,250 warrants and stock options, with (i) warrants exercisable to acquire 5,000,000 shares of Common Stock issued under the terms of the transaction documents for the June 2026 sale lease-back transaction in connection with the DST Property, (ii) 21,562,500 common warrants and 4,410,000 pre-funded warrants issued as part of the March 2026 offering to finance the construction of multi-seasonal amphitheaters, and (iii) 3,470,750 stock options granted to employees and directors.

 

As of June 30, 2026, there was a total of 39,492,927 warrants and stock options exercisable with an aggregate intrinsic value of $875,475. For the total warrants and stock options outstanding of 44,180,367 as of June 30, 2026, the aggregate intrinsic value was $880,362. As of June 30, 2026, there was $12,524,647 of unrecognized compensation cost related to non-vested warrants.

 

The equity-based compensation cost, related to warrants and stock options, are included as a charge to operating expenses in the Unaudited Condensed Consolidated Statements of Operations. The equity-based compensation cost totaled $1,782,521 and $3,738,453 for the three and six months ended June 30, 2026, respectively, and $1,883,762 and $13,224,382 for the three and six months ended June 30, 2025, respectively. As of June 30, 2026 and 2025, the equity-based compensation cost is expected to be recognized over a weighted-average period of 4.87 years and 4.63 years, respectively.

 

 

Non-Controlling Interest and Variable Interest Entities

 

The non-controlling interests (“NCIs”) represent capital contributions and distributions, income and loss attributable to the owners of the Company’s 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 holders of the NCIs in the accompanying Unaudited Condensed Consolidated Statements of Operations. The net income (loss) attributable to NCIs is classified in the Unaudited Condensed Consolidated Statements of Operations as part of consolidated net income (loss) and deducted from total consolidated net income (loss) to arrive at the net income (loss) attributable to the Company. The Company has evaluated its investments in unconsolidated entities to determine if they qualify as variable interest entities (“VIEs”). The Company monitors these investments and, to the extent it has determined that it owns a majority of the controlling class of securities of a particular entity, analyzes the entity for potential consolidation. The Company will continually analyze investments, including when there is a reconsideration event, to determine whether such investments are VIEs and whether such VIE should be consolidated. These analyses require considerable judgment in determining the primary beneficiary of a VIE and could result in the consolidation of an entity that would otherwise not have been consolidated or the non-consolidation of an entity that would have otherwise been consolidated.

 

The Company accounts for the change in its ownership interest while it retains its controlling financial interest in its majority-owned subsidiaries or VIEs as equity transactions. The carrying value of the NCI should be adjusted to reflect the change in the Company’s ownership interest in the subsidiary, and differences between the fair value of the consideration received and the amount by which the NCI is adjusted should be recognized in equity attributable to the Company. This may be shown as NCI and as additional paid in capital to the Company, which, when combined, reconcile to the non-controlling issuance of shares as shown in the Unaudited Condensed Consolidated Statements of Changes 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 2025, the Company bought 5,100,000 membership units of SHC. This purchase transaction did not result in a change in control of SHC. In June 2026, the Company, through the Trust, redeemed 100% of the beneficial interests in the Trust. This transaction did not result in a change in control of the Trust.

 

The following table shows the classification and carrying value of assets and liabilities of consolidated VIEs as of June 30, 2026 and December 31, 2025:

 

		BBPCO				Sunset CO				HIA				GAHIA				SHC				Sunset BA				Sunset McK				Sunset EP				Venu Inc				Venu VIP				Sunset HOU				Hall at Cen				Total
ASSETS
Cash and cash equivalents			77,485				5,936				75,769				354,661				5,622				6,486,113				3,747,346				199,107				8,205				8,939				346,701				12,701				11,328,585
Property and equipment, net			116,937				57,600,059				9,003,529				11,146,961				42,667,290				77,734,866				155,600,826				1,170,861				-				-				35,318				8,435,830				363,512,477
Other assets			1,170,431				40,131,007				553,265				520,071				1,332,522				3,796,866				7,315,337				6,841,088				3,079,413				1,602				12,754,747				3,957,685				81,454,034
Total assets			1,364,853				97,737,002				9,632,563				12,021,693				44,005,434				88,017,845				166,663,509				8,211,056				3,087,618				10,541				13,136,766				12,406,216				456,295,096
LIABILITIES
Accounts payable			243,825				766,895				71,393				44,239				2,107,281				45,858,285				92,676,529				591,230				-				2,652				148,674				509,698				143,020,701
Accrued expenses and other			418,623				4,570,675				406,056				423,665				58,956				417,995				1,166,367				157,862				-				803				207,367				8,088,550				15,916,919
Other long-term liabilities			952,864				45,529,990				2,785,660				3,818,186				5,936,794				7,381,675				35,606,817				1,426,333				-				-				2,820,000				-				106,258,319
Total Liabilities			1,615,312				50,867,560				3,263,109				4,286,090				8,103,031				53,657,955				129,449,713				2,175,425				-				3,455				3,176,041				8,598,248				265,195,939
Stockholders’ Equity & NCI			(250,459	)			46,869,442				6,369,454				7,735,603				35,902,403				34,359,890				37,213,796				6,035,631				3,087,618				7,086				9,960,725				3,807,968				191,099,157
Total liabilities and equity			1,364,853				97,737,002				9,632,563				12,021,693				44,005,434				88,017,845				166,663,509				8,211,056				3,087,618				10,541				13,136,766				12,406,216				456,295,096

 

		BBPCO				Sunset CO				HIA				GAHIA				SHC				Sunset BA				Sunset McK				Sunset EP				Venu Inc				Venu VIP				Notes DST				Sunset HOU				Hall at Cen				Total
ASSETS
Cash and cash equivalents			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				268,525,264
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				41,464,324
Total assets			1,247,906				47,002,773				10,235,575				10,956,319				44,414,042				68,262,050				108,822,901				8,783,597				3,242,448				20,819				6,669,547				8,725,060				1,397,454				319,780,491
LIABILITIES
Accounts payable			45,277				3,435				95,163				4,788				629,355				28,838,639				24,235,272				593,165				14,999				3,652				15,000				39,077				37,113				54,554,935
Accrued expenses and other			281,692				760,786				507,459				356,843				515,920				6,988,928				15,824,951				531,312				30,000				761				1,979				121,119				104,304				26,026,054
Other long-term liabilities			978,063				-				2,879,468				3,901,428				5,937,119				675,000				26,701,800				-				-				-				-				25,000				-				41,097,878
Total Liabilities			1,305,032				764,221				3,482,090				4,263,059				7,082,394				36,502,567				66,762,023				1,124,477				44,999				4,413				16,979				185,196				141,417				121,678,867
Stockholders’ Equity & NCI			(57,126	)			46,238,552				6,753,485				6,693,260				37,331,648				31,759,483				42,060,878				7,659,120				3,197,449				16,406				6,652,568				8,539,864				1,256,037				198,101,624
Total liabilities and equity			1,247,906				47,002,773				10,235,575				10,956,319				44,414,042				68,262,050				108,822,901				8,783,597				3,242,448				20,819				6,669,547				8,725,060				1,397,454				319,780,491

 

 

The following table is a summary of the Company’s non-controlling interests for the three and six months ended June 30, 2026 and 2025:

 

		BBPCO				Sunset CO				HIA				GAHIA				SHC				Sunset BA				Sunset MC				Sunset McK				Sunset EP				Venu Inc				Venu VIP				Notes CS 1				Sunset HOU				Hall at Cen				VenuFSIncome				Total
Balance at December 31, 2025			(147,606	)			16,983,428				566,708				6,312,830				24,051,400				16,772,826				(941,678	)			20,736,223				108,534				244,154				(5,837	)			1,805,213				212,236				150,505				-				86,848,936
Net income (loss) attributable to non-controlling interest 1/1-3/31/26			(17,824	)			38,036				(2,487	)			95,085				(220,552	)			(106,150	)			-				(300,841	)			(2,988	)			(128	)			(2,095	)			(42,151	)			(18,068	)			(107,685	)			-				(687,848	)
Subsidiary issuance of shares, net of Venu contributions			-				-				-				-				(8,614,173	)			6,934,907				-				13,221,129				(140,339	)			(9,567	)			-				1,933,739				251,325				634,763				-				14,211,784
Distributions to non-controlling shareholders			-				-				(907	)			(101,591	)			(296,501	)			-				-				-				-				(53,168	)			-				(126,732	)			-				-				-				(578,899	)
Balance at March 31, 2026			(165,430	)			17,021,464				563,314				6,306,324				14,920,174				23,601,583				(941,678	)			33,656,511				(34,793	)			181,291				(7,932	)			3,570,069				445,493				677,583				-				99,793,973
Net income (loss) attributable to non-controlling interest 4/1-6/30/26			(14,539	)			(804,567	)			(2,613	)			1,632				(120,743	)			(297,063	)							(462,570	)			(4,506	)							(1,080	)			(18,360	)			(18,494	)			(103,565	)			(24	)			(1,846,492	)
Subsidiary issuance of shares			-				-				-				-				-				8,763,129				-				(1,068,014	)			-				-				-				4,581,336				156,907				38,763				(22	)			12,472,099
Distributions to non-controlling shareholders			(98,199	)			-				(900	)			-				(296,500	)			-				-				-				-				(54,603	)			-				(11,821,542	)			-				-				-				(12,271,744	)
Balance at June 30, 2026			(278,168	)			16,216,897				559,801				6,307,956				14,502,931				32,067,649				(941,678	)			32,125,927				(39,299	)			126,688				(9,012	)			(3,688,497	)			583,906				612,781				(46	)			98,147,836

 

		BBPCO				Sunset CO				HIA				GAHIA				SHC				Sunset BA				Sunset MC				Sunset McK				Sunset EP				Venu Inc				Venu VIP				Notes CS 1				Sunset HOU				Hall at Cen				VenuFSIncome				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 1/1-3/31/25			(6,373	)			(741,280	)			(3,023	)			77,831				(145,314	)			(88,367	)			177				(458,850	)			-				(700	)			(2,629	)			(492	)			-				-				-				(1,369,020	)
Subsidiary issuance of shares			-				-				-				-				13,770,625				2,596,672				-				10,953,701				-				15,968				-				9,262				-				-				-				27,346,228
Distributions to non-controlling shareholders			-				-				(909	)			(98,064	)			-				-				-				-				-				-				-				(6,453	)			-				-				-				(105,426	)
Balance at March 31, 2025			(97,580	)			19,351,784				581,392				6,611,574				16,762,527				2,619,115				(65,251	)			15,090,538				-				15,268				(6,224	)			102,942				-				-				-				60,966,085
Net income (loss) attributable to non-controlling interest 4/1-6/30/25			(10,417	)			(693,602	)			(2,494	)			79,989				(270,898	)			367,084				-				(338,617	)			(7,881	)			(3,365	)			(1,204	)			(4,954	)			-				-				-				(886,359	)
Subsidiary issuance of shares			-				-				-				-				296,999				468,182				-				12,724,912				4,123				64,078				-				162,958				-				-				-				13,721,252
Distributions to non-controlling shareholders			-				-				(909	)			(109,714	)			-				-				-				-				-				(9,367	)			-				(26,369	)			-				-				-				(146,359	)
Balance at June 30, 2025			(107,997	)			18,658,182				577,989				6,581,849				16,788,628				3,454,381				(65,251	)			27,476,833				(3,758	)			66,614				(7,428	)			234,577				-				-				-				73,654,619

 

 

Off-Balance Sheet Arrangements

 

We do not engage in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, as a part of our ongoing business. Accordingly, we did not have any off-balance sheet arrangements during any of the periods presented.

 

Stockholders’ Equity

 

On September 6, 2024, Venu amended and restated is Articles of Incorporation to change its legal name to “Venu Holding Corporation” and cause all outstanding shares of its previously outstanding Class C Common Stock and Class D Common Stock to be converted on a one-for-one basis to shares of “Common Stock.” As of the filing of the Amended and Restated Articles of Incorporation, the Company’s authorized capital does not include Class A Voting Common Stock. 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.

 

Except for any differences in voting privileges or in the contractual rights or limitations assigned or afforded to a specific series of stock in connection with a merger, acquisition, or strategic transaction, the shares of Common Stock and Class B Non-Voting Common Stock have the same preferences, limitations, and relative rights. Each holder of Common Stock is entitled to one vote per share of Common Stock held of record by such holder on all matters on which shareholders generally are entitled to vote. Except as required by law, holders of the Class B Non-Voting Common Stock have no voting power with respect to their shares of Class B Non-Voting Common Stock, and the shares of Class B Non-Voting Common Stock are not entitled to vote on any matter submitted to the shareholders.

 

On October 28, 2025, the Company’s shareholders approved an amendment to the Venu Holding Corporation Amended and Restated 2023 Omnibus Incentive Compensation Plan to increase the number of shares of the Company’s Common Stock reserved under the plan from 2,500,000 shares to 7,500,000 shares.

 

In connection with the Partner Agreement dated November 6, 2025 that the Company entered into with one of its brand partners, the Company issued 77,479 shares of Common Stock to the brand ambassador in August 2026.

 

In connection with the LOI Amendment dated January 5, 2026, the Company issued 333 shares of Series B Preferred Stock to Aramark in exchange for cash payment of $4.995 million.

 

Quantitative and Qualitative Disclosures About Market Risk

 

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

 

JOBS Act Accounting Election

 

In April 2012, the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), was enacted. Section 107 of the JOBS Act provides that an “emerging growth company” (an “EGC”) may take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards. As an EGC under the JOBS Act, the extended transition period provided in Section 7(a)(2)(B) of the Securities Act allows us to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to use the extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an EGC, or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public-company effective dates.

 

Other exemptions and reduced reporting requirements under the JOBS Act for EGCs include presentation of only two years of audited financial statements in a registration statement for an initial public offering, an exemption from the requirement to provide an auditor’s report on internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act, an exemption from any requirement that may be adopted by the Public Company Accounting Oversight Board, along with less extensive disclosure about our executive compensation arrangements. We plan to take advantage of these reduced disclosure requirements and exemptions until we are no longer considered an EGC.

 

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Emerging Growth Company Status

 

We are a “smaller reporting company” as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and are therefore subject to reduced public company reporting requirements. As a smaller reporting company, pursuant to Item 305(e) of Regulation S-K promulgated under the Securities Act, we are not required to provide the information required by this Item 3.

 

ITEM 4.

CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

As of June 30, 2026, Venu’s Chief Executive Officer and Chief Financial Officer evaluated 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 as of June 30, 2026 due to the material weaknesses in Venu’s internal control over financial reporting described in our Annual Report on Form 10-K for the year ended December 31, 2025.

 

The material weaknesses in our internal control over financial reporting relate to the fact that Venu did not have the necessary business processes and related internal controls fully implemented to provide reasonable assurance regarding the reliability of the financial reporting and the preparation of our financial statements in accordance with U.S. GAAP. Venu has added and continues to evaluate the need for additional controls over the accounting and financial reporting requirements, which have been implemented within the reporting period but has yet to be effective for most of the period beginning October 1, 2025. The material weaknesses will be considered remediated when such time as management designs and implements effective controls that operate for a sufficient period of time and has concluded, through testing, that these controls are effective.

 

Remediation Plan for Material Weaknesses

 

As of June 30, 2026, Venu has implemented controls that Venu believes will remediate the identified material weaknesses. While certain controls were fully operational for part of the year ended December 31, 2025, certain control implementations are still ongoing, with significant remediation efforts expected to be finalized by December 31, 2026. These efforts focus on enhancing financial oversight, improving the accuracy and compliance of financial operations, and strengthening our internal controls over financial reporting. The Company continues to monitor the effectiveness of these controls to ensure sustained compliance.

 

Key remediation actions included:

 

●	Entity-Level Controls: We enhanced support, oversight, and accountability over key financial reporting functions. Since February 2025, we have strengthened the capabilities of our accounting team through the addition of four qualified personnel with the skills, knowledge, and expertise to support complex accounting and financial reporting requirements. Management continues to assess and address resource needs, including the potential addition of accounting and compliance personnel and the engagement of third-party advisors, as necessary.
●	Information Technology General Controls: We implemented enhanced systems to support more reliable and accurate reporting of accounting transactions and financial statements. We are evaluating user access to ensure appropriate access permissions are in place.
●	Financial Close Process and Internal Controls over Financial Reporting: We strengthened accounting documentation and analysis, including documentation supporting account balances, estimates, significant accounting judgments, and related third-party support. We improved review and oversight procedures for financial statements, consolidations, debt, equity, and other complex accounting areas. We also strengthened processes for non-routine transactions, including additional accounting, legal, and technical accounting review, as applicable.

 

Despite these material weaknesses, we believe that the financial information presented in this report is materially correct and in accordance with U.S. GAAP. We are committed to ongoing monitoring and will continue reporting progress to the audit committee. However, full remediation of these material weaknesses requires the newly implemented controls to operate effectively over time, and we cannot provide assurance that additional weaknesses will not be identified in the future.

 

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.

 

Changes in Internal Control Over Financial Reporting

 

During the quarter ended June 30, 2026, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

Inherent Limitations on Effectiveness of Controls and Procedures

 

Our management 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.

 

 

PART II

 

ITEM 1.

LEGAL PROCEEDINGS.

 

From time to time, the Company is involved in various disputes and litigation matters that arise in the ordinary course of business.

 

On January 21, 2026, certain of the Company’s subsidiaries were named as defendants in a lawsuit filed in the El Paso County District Court of Colorado by plaintiffs seeking the abatement and permanent injunction of alleged unlawful noise pollution at Ford Amphitheater based on allegations that the venue emits unlawful noise pollution in violation of state law. Bailey. v. Notes CS I, DST, No. 2026CV30179 (El Paso Cnty. Dist. Ct. filed Jan. 21, 2026). Asserting that the plaintiffs’ complaint fails to measure noise in accordance with applicable state law, the defendant subsidiaries filed a motion to dismiss the lawsuit on March 2, 2026, which the El Paso County District Court denied. The defendant subsidiaries filed an answer on June 23, 2026 and intend to vigorously defend against all claims.

 

ITEM 1A.

RISK FACTORS.

 

As a smaller reporting company, we are not required to provide disclosure pursuant to this Item 1A. However, in addition to other information set forth in this Quarterly Report, you should carefully consider the “Risk Factors” discussed in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”), subsequent reports we have filed with the SEC since that date, and elsewhere in this Quarterly Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in this Quarterly Report. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial might materially adversely affect our actual business, financial condition, and operating results.

 

Among the risk factors identified in our Annual Report is a risk factor entitled “Venu’s debt obligations may adversely affect cash flow and impose restrictions on Venu’s ability to operate its business” and a risk factor entitled “Venu is involved in a number of related-party transactions.” During the three months ended June 30, 2026, and subsequently, the Company incurred additional indebtedness in the form of promissory note receivables related to its NNN FireSuite offerings (described in this Quarterly Report), the closing on the Bridge Loan from Ryan, LLC in July 2026 and the issuance of the Debentures on July 31, 2026 (as described in Note 17 in this Quarterly Report, and other reports filed by the Company with the SEC). In addition, the sale lease-back arrangement completed on June 6, 2026 for land underlying the Ford Amphitheater involved a related party. The risk factors identified in our Annual Report, including those identified in this Item 1A, should be read to include the risks associated with transactions and events that occurred during and subsequent to the period ended June 30, 2026.

 

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

Unregistered Sales of Equity Securities

 

Except as set forth below, no securities were sold during or subsequent to the quarter ended June 30, 2026, or through the date of filing of this Quarterly Report, that were not registered under the Securities Act of 1933, as amended (the “Securities Act”), and were not previously disclosed in a report filed by the Company with the SEC.

 

Pursuant to the Old Mill Note dated February 3, 2026, the Company elected to satisfy the first six months of accrued interest payable to Old Mill through the issuance of Company common stock. The number of shares of Common Stock issued was based on a value of approximately $174,577, determined using the volume weighted average price per share during the preceding ten days during which the NYSE American was open. On August 3, 2026, the Company issued 76,234 shares of common stock to satisfy the accrued interest obligation. The shares were offered and sold pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. The shares were issued in a private transaction to a single investor who had represented to the Company, among other things, that it is a sophisticated investor and acquired the shares for investment purposes and for its own account.

 

 

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

 

Not applicable.

 

ITEM 4.

MINE SAFETY DISCLOSURES.

 

Not applicable.

 

ITEM 5.

OTHER INFORMATION.

 

Insider Trading Arrangements

 

During the quarter ended June 30, 2026, 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 6.

EXHIBITS.

 

Exhibit Number		Description
3.1		Amended and Restated Articles of Incorporation dated September 6, 2024 (incorporated by reference to Exhibit 3.1 to the Company’s Form S-1/A filed on September 19, 2024)
3.2		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)
10.1†		Real Estate Purchase and Sale Agreement dated May 8, 2026, by and between West End Property, LLC, WE SPE III, LLC, and Sunset at Chattanooga, LLC (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 13, 2026)
10.2		Purchase and Sale Agreement, dated June 5, 2026, between Notes CS I, DST and O’Neil Roth Ford, LLC (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 11, 2026)
10.3		Ground Lease Agreement, dated June 4, 2026, between O’Neil Roth Ford, LLC and Sunset Amphitheater, LLC (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 11, 2026)
10.4		ATM Sales Agreement dated June 12, 2026, between Venu Holding Corporation and ThinkEquity LLC. (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 12, 2026)
10.5*†		Venue Lease Agreement, dated May 11, 2026, between Sunset Amphitheater, LLC, Notes Live Foundation, and Sunset Operations LLC
10.6*†		Lease Agreement, dated May 11, 2026, between Notes Live Foundation, Sunset Operations LLC, and AEG Presents — Rocky Mountains, LLC
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
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
104.*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

* Filed electronically herewith.

† Certain portions of this exhibit have been omitted because they are not material, would be competitively harmful if publicly disclosed, and are of the type that the registrant treats as private or confidential.

 

 

SIGNATURES

 

Pursuant to the requirements 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
Date: August 13, 2026	By:	/s/ JW Roth
		JW Roth
		Chief Executive Officer and Chairman
Date: August 13, 2026	By:	/s/ Heather Atkinson
		Chief Financial Officer