Quarterly Report for Quarter Ending June 30, 2026 (Form 10-Q)

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.