VENU 10-K & 10-Q changes, risk factors and insider trading

Venu will likely require additional capital to support its business plan and potential growth, and this capital might not be available on favorable terms, or at all.

Venu’s operations will likely require substantial additional financial, operational, and managerial resources. Venu may have insufficient cash to fund its working capital or other capital requirements and may be required to raise additional funds to continue or expand its operations. If Venu is required to obtain additional funding in the future, it may have to seek debt financing or obtain additional equity capital. Additional capital may not be available to Venu or may only be available on terms that adversely affect existing shareholders or restrict Company operations. For example, if Venu raises additional funds through issuances of equity, its existing shareholders could suffer significant dilution and any new equity securities issued by Venu could have rights, preferences, and privileges superior to those of existing shareholders. There can be no assurance that financing will be available to Venu on reasonable terms, if at all. The inability to raise additional funds will materially impair Venu’s ability to grow its revenues. Further, as a result of the ongoing volatility of the global markets, a general tightening of lending standards, and a general decrease in equity financing (and similar type) transactions, it could be difficult for Venu to obtain funding to allow Venu to continue to develop and implement its business.

Venu is a hospitality and entertainment business that was formed in 2017. Venu is continuing to implement its business plan of opening, and then operating restaurants, venues and amphitheaters in new markets. Venu’s business plan is speculative as the development of its venues entails substantial upfront capital expenditures and the risk that the development and opening of its venues may be delayed or otherwise prove not to perform as projected. Although Venu has generated increasing revenues since its inception, to date Venu has not been profitable and has incurred net losses in each of 20232023, 2024, and 2024.2025. Venu expects to continue to spend significant resources to develop, open, and then operate its planned restaurants, venues, and amphitheaters. As a result, Venu also expects that it will incur an operating loss inuntil these 2025.venues are open and operating. Venu may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may adversely affect its business. The size of Venu’s future net losses (if any) and its ability to generate a profit will depend, in part, on the rate of future growth of expenses and its ability to generate additional revenues. It is possible Venu may never be profitable and, if it does achieve profitability, Venu may not be able to sustain or increase profitability on a quarterly or annual basis.

Venu had an accumulated deficit of $91,407,702 and $47,361,208 as of December 31, 2025 and 2024, respectively, and incurred net losses of $32.9 million $50,735,855 and $11.4$32,948,974 million, respectively, duringfor the years ended December 31, 20242025 and 2023.2024, Venu expects that it will incur an operating loss in 2025.respectively. These conditions raised substantial doubt about the Venu’sCompany’s ability to continue as a going concern; however, based on management’s plan to add additional venue locations and to continue its business operations, Venu believes that such substantial doubt has been alleviated. Venu believes that cash on hand, anticipated improved profitability in 20252026 from operating venues and restaurants in Colorado Springs, Colorado and Gainesville, Georgia, the full season of operations of Ford Amphitheater in 2025,2026, including Roth’s Sea & Steak and Brohan’s, the anticipated opening of The Sunset BA in the fall of 2026, and additional capital raising and debt financing financing, including the issuance of Series B Preferred Shares in January 2026 and a public offering completed in March 2026, will allow Venuthe Company to continue its business operations for at least 12 months from the date of this Annual Report. Nonetheless, the Venu’s continued implementation of its business plan to add additional locations is dependent on its future engagement in strategic locations, real estate transactions, capital raising, and debt financing. There is no guarantee that weVenu will be able to execute on ourthese plans as laid out above. If Venu is unable to enter into strategic transactions, Venu may be required to delay its business plan implementation for future expansion, which would have a material adverse impact on Venu’s growth plan.

When evaluating where and when to attempt to open new venues Venu has to evaluate and make assumptions regarding potential demand in a given market and location, and the ability to attract events and acts to its venues. Venu needs to make estimates and forecasts regarding numerous factors, such as,as the number of events that can be booked into a particular venue in a particular market, average attendance at these events, potential partnership revenue, likely ticket prices operating costs, and other potential revenue streams (such as parking). Venu makes these evaluations and estimates based on a variety of factors including industry and market data, as well as its experience to date. Estimates regarding the number and timing of future venue openings isare based on various factors, such as the status of projects under construction, the entitlement status for certain projects, and discussions and negotiations with various municipalities. These estimates and assumptions are limited by, among other things, the fact that any data and estimates Venu has, or will utilize, for its projects are based on other venues, projectsprojects, and circumstances, and as with all modeling and forecasts, these other venues, projectsprojects, and circumstances may not exactly correlate with the venues Venu is, and plans, to develop. These estimates and assumptions are not an assurance that Venu will achieve any certain revenue targets with respect to a venue or when and whether a particular venue will be in operation, as the opening of music, live entertainment venues, restaurants and campuses are subject to numerous risks, and uncertainties, many of which are out of Venu’s control. As a result, Venu’s business plan is based on numerous assumptions and estimates that Venu believes are reasonablereasonable, but which may prove to be incorrect. No assurance can be given regarding Venu’s ability to open a particular venue or execute on all facets of its plans, or whether any particular venue or campus will ultimately prove to be profitable for Venu or the reliability of the assumptions and estimates upon which various aspects of Venu’s business plan are based. Venu’s ability to adhere to and implement its business plan will depend upon Venu’s ability to successfully raise funds and a variety of other factors, many of which are beyond Venu’s control.

Venu’s debt obligations may adversely affect cash flow and impose restrictions on theVenu’s ability to operate its business.

Venu from time to time utilizes credit and debt facilities in its operations and to acquire assets. As of March 31, 2025,2026, Venu had $56,900,661 $68,133,452 of outstanding indebtedness, primarily under mortgage loans, a draw down term loan, and loans to municipalities in connection with land land acquisitions, and a revolving debt financing note with KWO, LLC.acquisitions. For example, certain of the real property assets owned by certain of Venu’s subsidiaries are subject to a mortgage, including the two properties that are owned by Hospitality Income & Asset, LLC, which are the sites of Venu’s Bourbon Brothers PresentsBBST restaurant and theBBP Bourbonlive Brokersmusic Smokehouse & Tavern venue in Colorado Springs. Venu’s indebtedness could have significant adverse effects on the Company, including with respect to the following:

Venu expects to obtain the funds to pay its day-to-day expenses and to repay its indebtedness primarily from its operations. Venu’s Venu’s ability to meet expenses and make these payments therefore depends on its future performance, which will be affected by financial, business, economic and other factors, many of which the Company cannot control. Venu’s business may not generate sufficient cash flow from operations in the future, and its currently anticipated growth in revenues and cash flow may not be realized, either or both of which could result in the Company being unable to repay indebtedness, or to fund other liquidity needs. If Venu does not have enough funds, it may be in breach of debt covenants and/or be required to refinance all or part of its then existing debt, sell assets or borrow more funds, which Venu may not be able to accomplish on terms favorable to the Company, or at all. In addition, the terms of existing or future debt agreements may restrict Venu from pursuing any of these alternatives. If Venu defaults on its obligations, that could lead the lender to foreclose and Venu could lose its investment in the applicable asset.

As of December 31, 2024,2025, Venu’s Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of of Venu’s “disclosure controls and procedures” (as defined in the Rules 13a-15(e) and 15d-15(e)) of the Exchange Act) and concluded that the disclosure controls and procedures were not effective due to material weaknesses in Venu’s internal control over financial reporting. Venu had limited accounting and finance personnel, which impacted its ability to properly segregate duties relating to Venu’s internal controls over financial reporting. In addition, Venu’s financial close process was not sufficient. While Venu has processes to identify and appropriately apply applicable accounting requirements, Venu plans to continue to enhance its systems, processes, and human capital resources with respect to its accounting and finance functions. The elements of Venu’s remediation plan can only be accomplished over time with the addition of experienced accounting and finance employees and, where necessary, external consultants, and with the implementation of enhanced accounting systems and financial close processes.

Venu’s management, including the Chief Executive Officer and Chief Financial Officer, believes that disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, management does not expect that the disclosure controls and procedures or the internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. If Venu is unable to provide reliable and timely financial reports in the future, its business and reputation may be harmed. Failures in internal controls may also cause Venu to fail to meet reporting obligations, negatively affect investor and customer confidence in Venu’s management, or result in adverse publicity and concerns from investors and customers, any of which could have a negative effect on the price of Venu’s commonCommon stock,Stock, subject Venu to regulatory investigations, potential penalties, or stockholder litigation, and have a material adverse impact on Venu’s business and financial condition.

Venu holds certain of its real property assets and projects in limited liability companies that are not wholly owned, with third parties, in certain cases owning a membership interest greater than 50%. For example, Venu’s membership interest in The Sunset Amphitheater Amphitheater LLC (which owns Ford Amphitheater) is approximately 10%,14%, however, the governing document for this entity provideprovides that the equity held by third-party investors dodoes not afford those members with voting rights. In addition, the governing documents for The Sunset Amphitheater LLC provide that in the case of distributions of available cash resulting from events held at the venue, the third-party investors are only entitled to receive a defined portion of that distribution. As such, the economic rights of those third-party investors isare not necessarily equivalent to their ownership interest. In connection with their membership interests, third-party investors are typically afforded certain other rights, such as rights to use the firepitLuxe suitesFireSuites located at planned outdoor multi-seasonal amphitheater venues. Venu has, and expects to have, third-party investors hold non-voting interests in other subsidiaries, such as Sunset at MustangBroken CreekArrow, LLCLLC, Sunset andat McKinney, LLC, Sunset at BrokenEl ArrowPaso, LLC, Sunset at Houston in Webster, LLC, and Hall at Centennial LLC, in each case subject to terms that are similar in nature to those in the governing documents of The Sunset Amphitheater LLC. As a result of these subsidiaries being less than wholly owned, a portion of the revenues or other value generated by the operations and assets of the applicable subsidiaries will be for the benefit of third parties and not for the benefit of, or distributed to, Venu. In addition, owning and operating assets through subsidiaries that are not wholly owned inherently raises other risks, such as an increased potential for decision-making conflicts with minority owners, diminished control over the subsidiary’s operations, increased likelihood of shareholder misalignment regarding the the subsidiary’s operational strategies and priorities, dilution of financial returns, and increased governance complexity. Whether Whether or not Venu holds a majority interest or maintain voting and operational control in such arrangements, third-party members and stakeholders may, for example, (1) have economic or business interests or objectives that are inconsistent with or contrary to those of Venu; (2) regardless of the terms of the governing documents of the subsidiary attempt to, or threaten to, seek to block or impede actions that Venu believes are in its and the subsidiary’s best interests; (3) act contrary to Venu policies or objectives; or (4) be unable or unwilling to fulfill or comply any obligations or restrictions related to their rights to utilize certain assets (such as suites). For an overview of Venu’s economic versus ownership interests in each of its subsidiaries, see “Business – Venu’s Subsidiaries and Properties.”

Venu’s ability to open new amphitheaters and venues on schedule and in accordance with targets may be adversely affected by delays or problems associated with acquisition and construction delays, recruiting and training qualified employees to operate the venues and by other factors, some of which are beyond Venu’s control and the timing of which is difficult to forecast accurately.

Venu’s goal is to open additional venues through 20262030 and beyond. To achieve that goal, Venu, or a subsidiary, must successfully acquire the the underlying land or satisfy all conditions to close on its land acquisitions, and then, among other things, oversee the construction of of the improvements and build-out of those locations. Venu may not accurately predict the timing or ultimate success of its ability to timely timely open its proposed new venues. Delays encountered in negotiating, or the inability to finalize to Venu’s satisfaction, the development development and installation of any necessary improvements may cause a significant variance in Venu’s financial targets. In addition, Venu’s Venu’s anticipated schedule offor opening any new venue may be adversely affected by other factors, some or all of which are beyond Venu’s Venu’s control, including but not limited to the following:

Venu’s inability to open newThe venuesSunset BA by the end of 2026 and other venues according to their anticipated timelines would adversely affect Venu’s projected results of operations and financial condition.

The success of Venu’s amphitheater and venue projects depends on the popularity of guest experiences at those venues, as well as Venu’s ability to attract advertisers, marketing partners, operating partners, audiencesaudiences, and artists to concerts ator other events at those locations. If The Sunset Amphitheater and other venues owned by Venu do not appeal to customers, or if Venu is unable to attract advertisers and marketing partners, there will be a material negative effect on the Company’s business and results of operations.

Additionally, Venu’s amphitheater and entertainment venue focused business is dependent on its ability to attract advertisers and marketing partners to its signage, digital advertisingadvertising, and partnership offerings. Advertising revenues depend on a number of factors, such as the reach and popularity of Venu’s venue(s) (including risks around consumer reactions to advertisers and marketing partners), the health of the economy in the markets in which Venu’s venues are located and in the nation as a whole, general economic trends in the advertising industry and competition with respect to such offerings. Should the popularity of Venu’s advertising assets not meet expectations, its revenues would be adversely affected, and Venu might not be able to replace the lost revenue with revenues from other sources, which could adversely impact its business and results of operations and the price of its Common Stock.

The success of Venu’s amphitheater and entertainment venue focused business will also depend upon its ability to offer and attract live entertainment that is popular with guests. While the Company believes that its venues will enable new experiences for audiences in its markets, there can be no assurance that guests, artists, promoters, advertisersadvertisers, and marketing partners will embrace the Company’s venues. Venu facilities will contract with promoters and others to provide performers and events at its venues. There may be a limited number of popular artists, groups or events that are willing to take advantage of the immersive experiences and next generation technologies (which cannot be re-used in other venues) or that can attract audiences to the Sunset Amphitheater venues, and Venu’s business would suffer to the extent that that it is unable to attract such artists, groups and events willing to perform at its venues.

Venu is progressing with its venue strategy to create, build, and own new music and entertainment-focused outdoormulti-seasonal amphitheater venues — its Sunset Amphitheater collection. There is no assurance that this initiative will be successful. Venu completed construction construction of its first Sunset Amphitheater in Colorado Springs in August 2024 and intends to open additional venues in Oklahoma and Texas. The costs to develop and then build Sunset Amphitheaters are substantial and substantially in excess of currently available funds. For example, Venu has committed $70 million of private investments to the construction of The Sunset BA, which will require Venu directly, or indirectly through a subsidiary that will own the venue, to seek and execute on one or more outside sources of capital, as Venu’s current cash flows and resources alone likely would not support a development of this magnitude. There is no assurance that Venu will ultimately be able to secure outside capital that will be necessary to fund various of its planned projects and developments. Any inability to raise outside capital timely, or at all, could delay the development and opening of planned venues, or lead to their termination either by Venu or the applicable municipality or counter party.

In addition, it is always difficult to provide a definitive construction cost estimate for large-scale construction projects. Venu’s estimates and projections with respect to opening dates, costscost estimates, event scheduling, or other matters inherent in the development and ownership of amphitheater venues may not prove wholly accurate as it rolls out additional venue projects across varying markets. In light of the design of The Sunset Amphitheater collection, including the use of technologies and features that are associated with many entertainment venues, the risk of delays and higher than anticipated costs are elevated. Although Venu completed construction of Ford Amphitheater in August 2024, Venu may face unexpected project delays and other complications with respect to the operation of other projects planned for development.

Planning for the design and construction of Venu’s in-development or future Bourbon Brothers Presents, Bourbon Brothers Smokehouse & Tavern, and The Sunset Amphitheater venue locations isare ongoing. Until the final planning and development for each venue is complete, any cost estimates contained in Venu’s budget are subject to change. Since the Company’s development costs have not yet been finalized for many of its ongoing and planned projects, Venu may require additional capital in the form of shareholder contributions, additional debt or equity financing, or both. If Venu’s costs are higher than projected, the operating results contained in the Company’s projections may be less favorable.

Venu’s business model involves entering into public-private partnerships with local municipalities that offer various financial and tax incentives to Venu in exchange for Venu’s agreement to construct a venue in the city. These partnerships may require approval from several levels of local government, including local city councils that may have the authority to vote on and approve or oppose our proposed land purchases and venue-construction projects. In some cases, we may negotiate with one local regulatory body and enter into a binding purchase and sale agreement that makes the closing of our land purchase contingent on receiving the local city council’s final approval. Similarly, we may enter into operating or development agreements with other third parties that include city-council approval as a condition precedent. Despite having a purchase agreement in place and having received the approval of another local governmental body, there is a risk that the local city council may vote down our purchase and construction proposals or binding agreements. That could occur due to changes in political priorities, public opposition, a misalignment between local regulatory bodies in their strategic objectives for a city, or other factors beyond on our control. This risk was exemplified by our attempted purchase of land in Oklahoma City, Oklahoma in in June 2023, when we entered into a binding purchase and sale agreement with the Oklahoma City Planning Commission that was ultimately rejected by local city council.

Venu has fully developed and constructed each of its operating or under construction venues to date,date and expects to do so for its planned new new projects. Properties that require development and construction involve more risk than other properties, typically do not generate operating operating revenue while costs are incurred to develop the properties, and may also generate certain expenses such as property taxes and insurance insurance costs. In addition, market conditions may change during the course of development that may make the plan of development less attractive attractive than at the time it was conceived. Development activities include the risks that such projects may be abandoned after expending capital capital and other resources, the construction costs of such projects may exceed original estimates, and the construction of a property may not be completed on schedule. Development activities are also subject to risks relating to the inability to obtain, and delays in obtaining, obtaining, all necessary entitlement, zoning, land-use, building, occupancy, and other required governmental permits and authorizations. Delays Delays in construction will delay the opening of new venues. Management’s estimate of future income, expenses, and development costs may prove to be inaccurate. Contingencies in development activities beyond the control of Venu may occur.

The Company’s ability to continue expanding its operations through the development of new, and the expansion of existing, live music music venues and restaurants is subject to a number of risks, including that (i) the construction of live music venues may result in cost overruns, delays, or unanticipated expenses; (ii) desirable sites for music venues may be unavailable or too costly; and (iii) the attractiveness of our existing venue locations may deteriorate over time. Growing or maintaining the Company’s existing revenue depends in part in on making consistent investments in its venues. To meet long-term, increasing demand, improve value, and grow revenue, the Company may have several capital-improvement projects underway at any given time. Numerous factors, many of which are beyond the Company’s control, may influence the ultimate costs and timing of various capital improvements.

We rely, or may rely, on third-party operators to manage and operate certain of our live-music and entertainment venues. For example, Venu Venu partnered with AEG Presents — Rocky Mountains, LLC (“AEG”) to operate Ford Amphitheater in Colorado and with Live Nation to operate The Sunset McKinney in McKinney, Texas, in each case pursuant to an exclusive operating agreement between the parties.agreement. Our agreements with third-party operators typically include provisions regarding the sharing of profits, indemnification requirements, non-compete restrictions, and other limitations on our control over the venue’s operations. As a result, our reliance on third-party operators subjects us to certain unique risks.

Our profitability from venues for which we use a third-party operator depends, in part, on the operator’s performance and success. Any failure by an operator to effectively operate our venue may negatively impact on our ticket sales and financial results. Any requirement to share profits with a third-party operator may limit our realization of the full financial benefits of our venues.

The use of third-party operators also inherently reduces Venu’s operational control over a venue and may impair Venu’s expansion capabilities in a given area due to non-compete restrictions. Lack of operational control over one of our venues may lead to inconsistencies in service quality, brand reputation, and overall customer experience, which may adversely impact on our business.

Our exclusive operating agreement with AEG,AEG Presents, for example, grants AEG Presents the exclusive right to operate and use Ford Amphitheater for events, subject to limited exceptions such as Venu having the right to use and reserve the venue for local events or performances by bands that are not nationally recognized or promoted. In addition, the agreement provides for a defined split of Ford the venue’sAmphitheater’s profits and losses between Venu and AEG Presents in a range between 45% to 55% between the two parties, but gives each party certain opt-out rights for events such that a party may not be responsible for any losses that may result from certain events held at the venue (but will also not be entitled to any profits that may result from such events). The agreement also imposes restrictions on AEG Presents from operating venues that are comparable to Ford Amphitheater within a defined radius of the venue and imposes restrictions on Venu from owning, operating, or developing a competing venue within a defined radius. Non-competition and development restrictions may limit our ability to expand our business in certain key markets, which could hinder our growth opportunities and competitive positioning.

Our exclusive operating agreement with AEG Presents also includes renewal and termination provisions. If AEG Presents fails to renew the agreement or if the agreement is terminated, Venu may face disruptions in the operation of Ford Amphitheater, unexpected costs to find a replacement operator, or the inability to continue operating Ford Amphitheater under terms similar to those defined in the AEG AEGPresents exclusive operating agreement.

If Venu fails to execute its business strategy, which includes identifying, acquiring, and then developing new restaurant,restaurants, amphitheater,amphitheaters, and entertainment venue locations, and opening locations that are profitable, Venu’s business could suffer.

Venu’s primary means of achieving growth objectives is opening and operating new and profitable restaurants and entertainment venues, and its outdoormulti-seasonal amphitheaters. This strategy involves numerous risks, and Venu may not be able to open all planned new venues, and the new locations that doare open may not be profitable or as profitable as existing locations.

A significant risk in executing Venu’s business strategy is locating, securing, and then profitably operating suitable new locations for restaurants and music venues. Many of the larger projects Venu has undertaken, and,and expects to undertake (being outdoormulti-seasonal amphitheater projects), require a significant land footprint to locate the building, parking and other ancillary improvements. Locating, and then acquiring suitable sites is subject to numerous challenges, and there can be no assurance that Venu will be able to find sufficient suitable locations or negotiate suitable purchase or lease terms for planned expansion in any future period. Economic conditions may also reduce commercial development activity and limit the availability of attractive sites for new locations. New locations that open may experience an adjustment period before sales levels and operating margins normalize, and even sales at successful newly opened locations likely will not make a significant contribution to profitability in their initial months of operation. Venu’s ability to open and operate new locations successfully also depends on numerous other factors, some of which are beyond our control, including, among other items discussed in other risk factors, the following: ability to control construction and development costs of new restaurants and venues; ability to manage the local, state or other regulatory approvals and permits, zoning and licensing processes in a timely manner; ability to appropriately train employees and staff the venues; consumer acceptance of venues in new markets; and ability to manage construction delays related to the opening of a new venue. Delays or failures in opening new locations or achieving lower than expected sales in new locations could materially adversely affect business strategy and could have an adverse effect on business and results of operations.

The costs in the restaurant and music venue industries are often underestimated and may increase by reasonbecause of factors beyond Venu’s control. control. Such factors may include weather conditions, legal costs, labor disputes, governmental regulations, equipment breakdowns, property availability, availability, governmental regulatory interference, insurance costs and other disruptions. While Venu intends to manage these costs diligently, the the risk of running over budget is always significant and may have a substantial adverse impact on the profitability of Venu. In such event, event, additional sales of any of Venu’s equity securities or additional financing may be required to continue the business of Venu, and there can be no guarantee that Venu could successfully conclude such additional sales or obtain such additional financing at all or on terms that were acceptable to Venu, which could have a materially adverse effect on Venu and its operations.

The restaurant industry is intensely competitive, and Venu faces many well-established competitors. Venu competes within each market with national and regional restaurantrestaurants and retail chains and locally owned restaurants and retailers. Competition from other regional or national restaurantrestaurants and retail chains typically represents the more important competitive influence, principally because of their significant marketing and financial resources. Venu also faces competition as a result of the convergence of grocery, deli, retail, and restaurant services, particularly in the supermarket industry. It also faces competition from various off-premiseoff-premises meal replacement offerings including but not limited to home meal kits delivery, third-party meal delivery, and catering, and the rapid growth of these channels by competitors. Moreover, competitors can harm business even if they are not successful in their own operations by taking away customers or employees through aggressive and costly advertising, promotions, or hiring practices. Venu competes primarily on the quality, variety, and perceived value of menu and retail items. The number and location of restaurants, the growth of e-commerce, type of concept, quality and efficiency of service, attractiveness of facilities, and effectiveness of advertising and marketing programs also are important factors. Venu anticipates that intense competition will continue with respect to all of these factors. It also competes with other restaurant chains and other retail businesses for quality site locations, management and hourly employees, and other competitive pressures that could affect both the availability and cost of these important resources. If Venu is unable to continue to compete effectively, its business, financial condition, and results of operations would be adversely affected.

To date, we have opened a limited number of restaurants and two indoor music venues in a total of two markets, and we opened our first outdoor amphitheater in August 2024 in one of our existing markets. As a company with limited history and operations, to date, our name and brand is not widely known. We believe that growing, protecting, maintainingmaintaining, and enhancing our name and brand recognition, and greater market awareness for our venues, is integral to our success in our current markets, particularly as we openopened Ford Amphitheater and as we seek to expand into new markets. Growing, protecting, maintaining and enhancing our brand will depend largely on our ability to develop and maintain venues that are desirable for performers and attendees both at the time of their opening and over time.overtime. This will depend on,on other other things, our ability to develop and maintain venues with features and amenities that are desirable for performers and attendees, and differentiate our venues from others, which we may not do successfully. The value of our name and brand may decline if we are unable to maintain our brand and venues as being disruptive, high quality and unique in the live music industry. Successfully growing and maintaining our brand will depend largely on the effectiveness of our marketing efforts, our ability to open venues that prove successful and desirable in in the industry (both for performers and attendees), and our ability to continue to open, develop and successfully differentiate our venues venues from competing facilities. Delays in opening venues, cancellations of planned shows (for various reasons), security and safety concerns concerns related to our venues, negative publicity or reviews, negative experiences of performers or attendees, needed infrastructure upgrades upgrades and repairs that will occur from time to time, or other operational challenges may harm our reputation and brand. Unfavorable media coverage, negative publicity, or negative public perception about us or our venues, our industry, or actual or perceived negative experiences of performers or attendees at our venues may also harm our reputation and our brand. If events occur that damage our reputation and brand, our ability to grow revenues from our existing venues and to expand into new markets may be impaired, and our business, financial condition condition and results of operations may be harmed.

We also believe that the importance of name and brand recognition will increase as competition in our current or prospective markets increases, and the promotion of our venues, name, and brand may require substantial expenditures. We have invested, and expect to continue to invest, resources to increase our name and brand awareness, both generally and in specific geographies and toin specific intended customer groups. There can be no assurance that our brand development strategies and investment of resources will enhance recognition of the Venu (or Venu) brand or name, or lead to increased demand for our venues. If our efforts to protect and promote our name and brand are not successful, our business, financial condition and results of operations may be adversely affected. In addition, even if our name and brand recognition and loyalty increases, revenue may not increase at a level commensurate with our marketing spend.spending.

The success of Venu’s business depends, in part, upon its ability to offer live entertainment venues that are popular with customers. customers. Moreover, Venu expects to rely, in part, on third parties (such as AEG Presents — Rocky Mountains, LLC,Presents, with whom Venu has entered into an operating agreement for Ford Amphitheater in Colorado SpringsSprings, and Live Nation, with whom Venu has entered into an operator agreement for The Sunset McKinney in McKinney, Texas) to book events and acts at Venu’s venues. Although the agreements include performance targets as it relates to show and attendance numbers, the parties’ entry into these agreements do not assure assure that AEG Presents or any other operator will be successful in booking a specific number of events at a particular venue in a given year. In addition, Venu is obligated to split certain venue and event costs and revenues with these third-party operators and may also be required to make other accommodations to those parties in connection with their agreement to serve as the operator of a venue, such as providing the operator with a right of first offer for future venues that Venu constructs. There may be a limited number of popular artists, groups, or events that can attract audiences to venues and Venu’s business would suffer to the extent that its venues are unable to attract such artists, groups, and events to perform at its venues, or its third-party contractual partners are unable to perform under their agreements with Venu or to fulfill the parties’ expectations.

You should read the following discussion and analysis of Venu’s financial condition and results of operations together with our audited consolidated financial statements as of and for the fiscal years ended December 31, 20242025 and 2023,2024, together with the related notes thereto. Some of the information contained in this discussion and analysis or set forth in the notes to our financial statements, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. You should carefully read the factors set forth in the “Item 1A (Risk Factors” section of our IPO Final Prospectus, filed with the SEC on November 27, 2024,) of this Annual Report to gain an understanding of the important factors that could cause actual results to differ materially from forward-looking statements. Please also see the section entitled “Cautionary Note Regarding Forward-Looking Statements.” Forward-looking statements may be identified by words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions. Future operating results, however, are impossible to predict, and no guarantee or warranty is to be inferred from those forward-looking statements.

This section presents management’s perspective on the financial condition and results of operations of Venu Holding Corporation. Unless otherwise noted, for purposes of this section, the terms “we,” “us,” “our,” “Company,” and “Venu” refer to Venu Holding Corporation and its consolidated subsidiaries. The following discussion and analysis (this “MD&A”) is intended to highlight and supplement data and information presented elsewhere in this Annual Report and should be read in conjunction with our audited consolidated financial statements as of and for the fiscal years ended December 31, 20242025 and 2023,2024, together with the related notes thereto. Results for any period or year should not be construed as an inference of what our results would be for any full fiscal year or future period. This MD&A is also intended to provide you with information that will facilitate your understanding of our consolidated financial statements, the changes in key items in those consolidated financial statements from year to year, and the primary factors that accounted for those changes. To the extent that this MD&A describes prior performance, the descriptions relate only to the periods listed, which may not be indicative of our future financial outcomes. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties, and assumptions that could cause results to differ materially from management’s expectations. Factors that could cause such differences are discussed in the sections entitled “Cautionary Note Regarding Forward-Looking Statements” in this Annual Report and “Risk Factors” in our IPO Final Prospectusthis Annual Report. Our MD&A is organized as follows:

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

Our operations to date have enabled us to achieve growth and the following keyvarious milestones including:

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

Amphitheaters — Amphitheaters are typically outdoor venues that accommodate between 8,000 and 20,000 concertgoers and will primarily be operated during the summer through fall seasons.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 iswas 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 firepitLuxe suitesFireSuites that deliver premium hospitality and a more luxurious, personalized concert experience. Each firepit suite can accommodate up to eight guests. Ford Amphitheater, which opened in August 2024, is designed with 92 VIP firepitLuxe suites,FireSuites , accommodating a total of 736 VIP guests. Ford Amphitheater will primarily hosthosts concerts from MayApril through October each year. The amphitheaters planned for development in Oklahoma and Texas will also have firepitLuxe suitesFireSuites and be capable towill host multi-seasonal events.

Fine Dining, Hospitality, and Entertainment Campuses — In summerJune 2025, Venu expects to openopened Roth’s SeafoodSea & Chophouse, Steak, a fine-dining restaurant in a mixed-use development adjacent to Ford Amphitheater, for exterior concert seating. In fallNovember 2025, Venu expects foropened the restaurant operations of Roth’s SeafoodSea & Chophouse to commence.Steak. Framing either side of Roth’s will be two configurable hospitality spaces intended to be used for hosting corporate events, weddings, trade shows, conventions, and other events. Above Roth’s and in between the Notes Hospitality Collection spaces will beis a “top-shelf” bar and lounge called Brohan’s, which, oncewhich opened in fallNovember 2025,2025 willand offeroffers 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 constructingoperating or planotherwise in development and / or planning to develop, describing each by venue type, location, expected opening date, and current status.

Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. Our chief operating decision maker viewsassesses our operations and manages the business in one segment. The net operating loss for December 31, 20242025 and 2023,2024, was was $27.4$46.1 million and $11.1$27.4 million, respectively.

Event Operations. The Event Operations portion of our business involves the promotion of live music and events in our owned or operated venues, the operation and management of our venues, the creation of content from concerts and events hosted in our venues, and the provision of management and other services to artists. In 2023, we promoted and held 231 live music and other events at our two music halls, BBP CO, operating in Colorado Springs, Colorado, and BBP GA, which opened in June 2023 and operates in Gainesville, Georgia. In 2024, we promoted and held 219101 events at BBP CO, 268138 events at BBP GA, and 201 events at “Notes Eatery,” Venu’s newest live music and restaurant concept, which originally opened as “Notes” bar before expanding to the full restaurant, Notes Eatery, in May 2024. In 2025, we promoted and held 98 events at BBP CO, 129 events at BBP GA, and 16 events at Notes Eatery prior to its closure on July 18, 2025.

Our Event Operations business generated $4,912,513 or 27% of our total revenue during 2025, and $5,346,120 or 30%, of our total revenue during 2024,2024. andThe $3,075,141,8% or 25%,decrease of our total revenue during 2023. The 74% increase of $2,270,976$433,607 in revenue generated from 20232024 to 20242025 was primarily attributable to BBP GAweaker venue beingrentals at open andBBP fullyCO operationalin during the full year of 2024 while still being under construction and recognizing partial sales for 2023.2025.

Restaurant Operations. Revenues generated through restaurant operations included F&B sales at our BBST restaurantsrestaurants, Roth’s Sea & Steak, and Notes bar (known as Notes Eatery as of May 2024). F&B sales include all revenues recognized with respect to stand-alone F&B sales, along with F&B sales at BBP CO and BBP GA. Our Restaurant Operations business generated $10,828,972,$9,773,696, or 61%,55%, of our total revenue during 2024. 2025 with Roth’s Sea & Steak opening November of 2025. In 2023,2024, our Restaurant Operations business generated $9,522,523, $10,828,972, or 76%,61% of our total revenue. The 14%10% increasedecrease of $1,306,449$1,055,276 in revenue generated from Restaurant Operations from 20232024 to 20242025 was primarily attributable due to increasesthe closure of the Notes Eatery restaurant in bothColorado in July 2025 and softer overall F&B sales at BBST CO and BBST GA, with BBST GA open and fully operational during the full year of 2024 while still being under construction and recognizing partial sales for 2023.CO.

Amphitheater Operations. The Amphitheater Operations began generating revenue in the third quarter of 2024 with the opening of Ford Amphitheater. Through a subsidiary, we have entered into an agreement with AEG Presents-Rocky Mountains, LLC, a subsidiary of the Anschutz Entertainment Group (“AEG”), AEG Presents-Rocky Mountains, LLC,and a major music and entertainment events presenter, to operate Ford Amphitheater in Colorado Springs, Colorado. Within our Amphitheater Operations, we pre-sell naming rights to our amphitheater by partnering with industry-leading brands under naming-rights agreements. agreements. At the Ford Amphitheater, we generate net profits that are split with AEG Presents through: (i) ticket sales, feesfees, and rebates on tickets 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.AEG Presents. For future amphitheater locations we expect to open, we anticipate entering into contractual arrangements with third-party operators having terms similar to those in our agreement with AEG.AEG Presents. Our Amphitheater Operations generated net profits,profits over a full season of 28 shows of $3,210,837 or 18% of our total revenue during 2025. In 2024, our Amphitheater Operations generated net profits over a partial season of 20 shows,shows of $1,659,291, or 9%,9% of our total revenue during 2024. The 94% increase of $1,551,546 in revenue generated from Amphitheater Operations is primarily due to Ford Amphitheater being open for a full concert season from April to October in 2025 compared to only being open from August to October in 2024, and increased sponsorships received. The Company anticipates this amphitheater revenue to continue to grow in 2026 as the Ford Amphitheater is expected to grow its number of shows and average ticket price per show sold per show year over year.

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 firepitLuxe suitesFireSuites) 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.

OnIn November 26, 2024, we completed our initial public offering (the “Offering”) of 1,200,000 shares Common Stock at a public public offering price of $10.00 per share, generating gross proceeds of $12,000,000. We also granted the underwriters a 45-day option to purchase up to 180,000 additional shares of Common Stock on the same terms and conditions for the purpose of covering any over-allotments in connection with the Offering, which the underwriters exercised on November 29, 2024. The shares of Common Stock were offered and sold pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-281271), originally filed with the U.S. Securities and Exchange Commission (the “Commission”) on August 6, 2024, and later amended (as amended, the “Registration Statement”). The Registration Statement was declared effective by the Commission on November 12, 2024. The closing of the Offering took place on November 29, 2024. We received net proceeds of approximately $12.3 million from the Offering, after deducting underwriting discounts and commissions and other offering expenses.

Ford Amphitheater in Colorado Springs opened August 9, 2024. A fine-dining restaurant, Roth’s SeafoodSea and& Chophouse,Steak, and a rooftop bar, Brohan’s, Brohan’s, are expected to openopened for restaurant and bar operations in fallNovember 2025, and premier event rental space and suites known as Notes Hospitality Collection surrounding that development are expected to openopened in summerJune 2025. Roth’s is expected to openopened for exterior concert seating in summerJune 2025, which, along with seating from Notes Hospitality Collection, will openopened an additional 1,200 seats for viewing concerts at Ford Amphitheater. Even though this amphitheater had a shortened 2024 season, it positively impacted Venu’s financial performance in 2024.

Total revenues increased $5,236,719$62,663 during the year ended December 31, 2024,2025, as compared to the prior year. As components of our single reportable business segment, revenues generated from our “Restaurant including food and beverage” component, our “Event center ticket and fees” component increased $1,306,449 and $2,495,652, respectively,$1,396,808 during the year ended December 31, 2024,2025, as compared to the prior year.

With respect to the increase in revenue generated during 20242025 compared to 2023,2024, the increase was primarily attributable to the opening of Ford Amphitheater infor Augusta 2024.full Theconcert openingseason ofand Fordholding Amphitheater28 events from April to October in August2025 2024,compared to only being open for a partial concert season and the holding of 20 events throughfrom DecemberAugust 31, 2024,to October in 2024. This was the primary factor that contributed to the increase in our event center ticket and fee revenue during the 20242025 period, as well as the increase in our sponsorship revenue as we recognized revenues through our sponsorship agreement for that venue. BBSTThe COopening of Notes Hospitality Collection in June 2025, which offers 1,200 additions to seating to view concerts and shows at Ford Amphitheater, also contributed to the increase in event center ticket and BBPfee revenue during 2025, as well as the increase COin experiencedour increasedsponsorship revenuesrevenue as we started recognizing the long-term licensing liability associated with prepaid club memberships for thefire pit year ended December 31, 2024 compared to December 31, 2023, which management primarily attributes to our BBST GA restaurant and BBP GA venue being open and fully operational during the full year of 2024 while still being under construction until June 2023.suites.

Food and Beverage Costs. Our F&B costs increaseddecreased $192,774$29,929 during the year ended December 31, 2024,2025, as compared to the prior year,year. This which costs increases werewas primarily driven by oura increasedecrease in sales volumes, along with increased raw ingredients and food costs due to inflation.volumes.

Event Center Costs. The costs attributed to our event centers increased $1,481,697$1,020,553 during the year ended December 31, 2024,2025, as compared to the prior year. This was primarily due to theincrease addedin talent costs of operating our BBP GA venuevenues in Gainesville, Georgia,Georgia asand itColorado Springs, wasColorado, openincrease in security and parking costs for opening of Ford Amphitheater for a full yearconcert in 2024 compared to a half year in 2023 after it opened in June 2023.season.

RentLabor Costs. Our rentlabor costs increased $546,554$274,583 during the year ended December 31, 2024,2025, as compared to the prior year, primarily due to theincreases addedin costs of operatingheadcount and payingminimum rent costs for our BBST GA and BBP GA restaurant and venue in Gainesville, Georgia for a full year in 2024 as compared to a half year in 2023 beginning in June 2023.wages.

General and administrative. Our general and administrative expenses increased $5,143,635$18,122,299 during the year ended December 31, 20242025 as compared to the prior year, representing approximately 38%70% of our increases in expenses during 20242025 compared to 2023,2024, which included additional expenses related to our efforts to expand the Company’s growthdue to the Company’s expansion efforts into additional statesmunicipalities, pre-opening expenses for SHC, Roth’s Sea and Steak and Brohan’s, and increased sales of Oklahomainterests andin Texas,our whichfire includedsuites expenses suchwith asincreased associated costs. These expansion plans require increased travel, business development, and staff recruitment and development of such staff, along with pre-openingcompensation, expenses of Ford Amphitheater in 2024. Our general and administrative expenses are also included in operating expenses and consist primarily of expenditures related to compensation, legal, auditing andauditing, tax, marketing, other professional services, and general operatingworking capital expenses. The Company anticipates these costs to continue to increase period over period as the Company expands its teams into new markets, continues construction of its entertainment campuses and anticipates growth of its balance sheet over the next several years.

Depreciation and Amortization Costs. Our depreciation and amortization costs increased $1,778,993$2,521,463 during the year ended December 31, 20242025 as compared to the prior year. Management primarily attributes our increase in depreciation and amortization costs during 20242025 compared to 20232024 to oura BBSTsignificant GA and BBP GA restaurant and venue being open and operational during the full yearincrease in 2024assets butpurchased in 2025 that did not untilreceive latedepreciation in theprior second quarter of 2023, along with Ford Amphitheater opening late in the third quarter of 2024.periods.

Other expense totaleddecreased $2,500,006 and $0$2,300,838 during 2024the andyear 2023,ended respectively.December The31, increase2025 in other expense during 2024as compared to 2023the prior year. The decrease was primarily due to expenses thethat occurred in 2024 that were not present in 2025 that related to a financing expense the Company recognized on a convertible promissory note issued in January 2024.2024 (being the note issued to KWO described in this Annual Report).

DuringOther income was consistent during the 2024year andended 2023December fiscal31, years,2025 weas receivedcompared otherto incomethe totalingprior $130,387 and $132,500, respectively, fromyear. Roth Industries, LLC (“Roth Industries”), a related party.party, Roth Industries paidpays Venu thoselicensing amountsfees pursuant to a license granted by Venu to Roth Industries to use the trademark, tradename, and likeness of the Bourbon Brothers brand, which Venu exclusively owns, on packaged and prepared food products sold in retail grocery stores and other retail outlets where food products are sold. The licensing fee paid by Roth Industries to Venu is in the form of a royalty equal to $10,000$2,500 per month,week which did not change from 20232024 to 2024. Accordingly, during the 2024 and 2023 fiscal years, Roth Industries paid Venu $12,500 and $132,500 in royalty payments.2025.

JW Roth, Venu’s Chairman, CEO, and founder and a principal shareholder of Venu, is also the founder and Chairman of Roth Industries and holds an approximate 20%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 10%14.7% membership interest in Roth Industries. Heather Atkinson, the CFO, Secretary, and a director of Venu, is also the Treasurer and a director of Roth Industries. Additionally, Robert Mudd, Venu’s Senior Vice President of Construction and Market Expansion, and Steve Cominsky, a director of Venu, areis also membersa member of Roth Industries. Ms. Atkinson, Mr. Mudd,Atkinson and Mr. Cominsky each own less than a 1% membership interest in Roth Industries.

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

WeThe haveCompany has devoted substantially all of ourits efforts to developing ourits business plan ofto market expansion, growing ourits staff, raising capital, capital, opening and operating our restaurants and event venues in Colorado and Georgia,Georgia and planning venues in new markets, such as Oklahoma and Texas, and Texas, growing intoexploring additional markets, while conductingclosing ouron its initial public offering that closed on November 29, 2024. While our primary primary focus is building venues in these newadditional marketsmarkets, which drives our balance sheet, ourits secondary focus is the development agreementsof venues in newother prospective markets. markets. While we undergo the construction of these venues induring the remainder of 2025 and 2026 in Colorado, Oklahoma and Texas, we do not anticipate operational operational profits until we open and operate this new collection ofadditional venues.

We had an accumulated deficit of $47,361,208$91,454,930 and $17,021,453$47,361,208 as of December 31, 2025 and 2024, respectively, and generated cash flows provided by operations of $7,649,200 and $3,757,717 during the years ended December 31, 20242025 and 2023, respectively, and generated cash flows provided by operations of $3,608,417 and compared to cash flows used in operating activities used of $4,876,172 during the years ended December 31, 2024 and 2023,2024, respectively. The Company believes the majority of net loss in the 20242025 period was largely due to our efforts to developingcontinue to implement our business plan, growing grow our staff, raisingraise capital, and opening and operating our restaurants and event venues in Colorado and Georgia, pre-opening expenses related to Ford Amphitheater, and planningplan venues in new markets, such as Oklahoma and Texas, along with equitythe basedissuance of equity-based compensation that was issued for services and non-cash financing.financing purposes.

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, 2025,2025 (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.

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 MarchJune 31,30, 2026 and for the three and six months ended MarchJune 31,30, 2026 and 2025, which appear at the end of this Quarterly Report on Form Form 10-Q, in each case together with the related notes thereto. Some of the information contained in this discussion and analysis or set 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.

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 MarchJune 31,30, 2026 and for the three and six months ended MarchJune 31,30, 2026 and 2025, which are included in this Quarterly Report, in each case together with 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 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:

Venu is a Colorado-based hospitality and entertainment corporation that develops, builds, owns, and operates luxury, live-entertainment venue campuses, which consist of musicevent halls,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.

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

Music HallsEvent Centers — MusicEvent hallscenters 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 musicevent hallscenters 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 willare 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 out of a scratch kitchen,staples, accompanied by a selection of rare bourbons, ryes, whiskies, and local craft beers. Venu develops its BBST restaurants and BBP musicevent hallscenters in close proximity to one another, which allows BBST to serve as the exclusive caterer for BBP events.

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 March 31, 2025, we promoted and held 24 concerts and 8 private events at BBP CO, 31 concerts and 7 private events at BBP GA, and 8 private events at Notes Eatery. For the three months ended March 31, 2026, we promoted and held 27 concerts and 8 private events at BBP CO, and 28 concerts and 2 private events at BBP GA. There were no events held at Notes Eatery in 2026 due to its closure on July 18, 2025.

Our Event Operations business generated $1,067,098,$1,232,696, or 26% and $2,299,794, or 27%, of our total revenue during the three and six months ended June March 31,30, 2026, respectively. Our Event Operations business generated $1,350,418, or 30% and $1,264,910, $2,627,078, or 36%,33%, of our total revenue during the three and six months ended MarchJune 31,30, 2025.2025, respectively. The 16%$117,722 or 9% decrease of $197,812 in revenue generatedfor the three-month period and $327,284 or 12% decrease in revenue for the six-month period from 2025 to 2026 waswere primarily attributable to weaker venueevent rentalsticket sales at BBP GA and BBP CO during the first quarterhalf of 2026.

Our Restaurant Operations. RevenuesOperations business generated through$3,192,696, restaurantor operations67% includedand F&B$5,617,082, salesor at66%, of our BBSTtotal restaurants,revenue Roth’sduring Seathe & Steak,three and Notessix barmonths ended (knownJune as30, Notes2026, 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.respectively. Our Restaurant Operations business generated $2,424,386,$2,545,178, or 62%,57% and $4,590,094, or 57%, of our total revenue during the three months ended March 31, 2026, and $2,044,916, or 58% of our total revenue for the three and six months ended MarchJune 31,30, 2025. 2025, respectively. The 19%$647,518 or 25% increase of $379,470 in revenue generatedfor fromthe Restaurantthree-month Operationsperiod and $1,026,988 or 22% increase in revenue for the six-month period from 2025 to 2026 waswere dueprimarily 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 CO and 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-RockyPresents Mountains,whereby LLC,they a subsidiary of the Anschutz Entertainment Grouplease and a major music and entertainment events presenter, to operate Ford Amphitheater in Colorado Springs, Colorado. Within 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 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 contractualcustomized operating, concession, and content arrangements with third-party operators having terms similar to those in our agreement with AEG Presents. Our Amphitheater Operations generated net profits of $409,119, or 10%, of our net profits during the three months ended March 31, 2026, and $189,333, or 5%, of our net profits for the three months ended March 31, 2025. The 116% increase of $219,786 in revenue generated from Amphitheater Operations is primarily driven by higher net amphitheater revenue recognized from net profits that are split with AEG Presents, and income from the amortization of prepaid licenses of NHC firepit suites, which started to be recognized in June 2025 when NHC opened its suites. The Company anticipates its amphitheater revenue to continue to grow in 2026 as the Ford Amphitheater is expected to grow its number of shows and average ticket price per show sold per show year over year. Additionally, the Company expects to open The Sunset BA in Fall 2026, which will generate additional amphitheater revenue.partners.

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. On March 9, 2026, the underwriters partially exercised the over-allotment option to purchase 2,812,500 Common Warrants at a purchase price of $0.0093 per Common Warrant. Additionally, on March 10, 2026, the representative of the underwriter partially exercised the over-allotment option to purchase 2,812,500 shares of Common Stock at a purchase price of $3.7107 per share. As a result of exercises on March 9, 2026 and March 10, 2026, theThe 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.

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

Comparison of the Three Months Ended MarchJune 31,30, 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 MarchJune 31,30, 2026 and 2025, respectively.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in US Dollars)

Food and Beverage Costs. Our F&B costs increased $145,851$193,565 during the three months ended MarchJune 31,30, 2026, as compared to the prior year.year This wasperiod, 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 NHCSHC), which opened in the second half of 2025.

LaborEvent Center Costs. Our laborevent center costs increased $519,798$21,507 during the three months ended MarchJune 31,30, 2026, as compared to the prior year,year period. primarily due to an increase in parking lot costs for the hiringFord Amphitheater, partially offset by decreased talent costs, which can fluctuate based on negotiated contracts and the number of a new management team, kitchen staff, and waiting staff for Roth’s Sea & Steak, which opened in November 2025.events.

Rent Costs. Our rent costs increased $117,335$66,111 during the three months ended MarchJune 31,30, 2026, as compared to the prior year,year period, primarily due due to increases in annual base rents, property taxes, and insurance expenses overacross several locations and rent for a leased parking lot in Colorado Springs, Colorado withColorado, rent thatwhich commenced in November 2025.

General and administrative. Our general and administrative expenses increased $952,960$1,629,355 during the three months ended MarchJune 31,30, 2026, as compared to the prior year,year period, primarily due to the Company’sour expansion efforts into additional municipalities and marketing efforts to increase sales of interests in our existing Luxe FireSuites and in preparation of launching our new promotional campaign for the Company and its Luxe FireSuites.offerings. These expansion plans and promotional efforts requireresulted 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. TheWe Company anticipatesanticipate these costs to continue to increase period over period as thewe Companycontinue expands itsto expand our teams into new markets, continues continue construction of its entertainment campuses and anticipatesseek growthto ofgrow itsour balance sheet over the next several years.

Equity compensation. Our equityEquity compensation decreased $9,384,688$101,241 during the three months ended MarchJune 31,30, 2026, as compared to the prior year period, primarily due to a decrease in the weighted average exercisefair pricevalue of issued warrants and stock options granted 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. Our depreciationDepreciation and amortization costs increased $1,000,428$1,026,319 during the three months ended MarchJune 31,30, 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 corporate aircraftbuilding in SeptemberCentennial, Colorado 2025which thatbegan diddepreciating notin receiveFebruary depreciation until the second half of 2025.2026.

Interest Expense, net. Our interestInterest expense, net increased $2,055,847$2,440,777 during the three months ended MarchJune 31,30, 2026, as compared to the prior year, 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 the Companyus) beginning in the third quarter of 2025,2025 which(See increasedthe 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 the first quarter of 2026 as compared to 2025.

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,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.

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.

The CompanyWe hashave devoted substantially all of its our efforts to developing itsand implementing our business plan to market expansion, growing its 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 buildingon the operation of our existing venues inand these additional markets,on our development projects, our secondary focus is the development of venues in other prospective markets. While we undergo the construction of theseour 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 $105,211,275 $123,098,229 and $91,454,930 as of March 31,June 30, 2026 and December 31, 2025, respectively, and incurred net losses of $14,444,193$34,177,639 and $19,432,750$31,736,344 during the threesix months ended March 31,June 30, 2026 and 2025, respectively. TheWe Company believesbelieve the majority of net loss in the 2026 period was largely due to our efforts to continue continue to implement our business plan, grow our staff, raise capital, planacquisition 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 existing Luxe FireSuites portfolio and launch of our new promotional campaign in April 2026 related, in part, to our Luxe FireSuites and a sale and leaseback model.offerings.

The Company We grew its property and equipment, net, to $381,609,228$446,239,065 as of March 31,June 30, 2026 from $305,947,277 as of December 31, 2025, which represents an increase of $75,661,951$140,291,788 or 25%.46%.