Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On December 10, 2025, Venu Holding Corporation (the "Company") entered into an Operator Agreement (the "Agreement") with Live Nation Worldwide, Inc. ("Live Nation"; together with the Company, the "Parties") in connection with the amphitheater being developed by the Company in McKinney, Texas ("The Sunset McKinney"). Under the Agreement, the Company agreed to lease the premises on which The Sunset Amphitheater is being developed (the "Premises") to Live Nation, acting as the tenant. The following description summarizes certain material terms of the Agreement.

Term. The Agreement has a five-year term (the "Term") with four successive options to extend the Term for additional five-year periods. The Term will commence on the earlier of 91 days after the substantial completion of the Premises, or the date Live Nation initially opens for business to the public at the Premises (such date, the "Commencement Date").

Exclusive-Booking Right. The Agreement provides for Live Nation to serve as the exclusive booking agency for all events held at the Premises. However, subject to certain limitations and requirements, the Agreement also provides the Company the right to schedule live entertainment events at The Sunset McKinney as well as events such as films, visual presentations (or streaming video), and other similar events.

Exclusive-Use Requirements. Pursuant to certain exclusive-use requirements in the Agreement, the Premises can be used: (i) as an entertainment facility for live-music performances or other entertainment; (ii) as a restaurant, bar, or other event space selling food and beverages; (iii) for the retail sale of general merchandise of Live Nation or its affiliates; or (iv) for any other commercial and retail uses similar to those of other locations operated by Live Nation or its affiliates. The Parties intend for the Premises to be multifunctional to allow for varied entertainment and private events, such as musical concerts, comedy acts, club nights, film debuts, film festivals, art festivals, corporate rentals, and public rentals for functions such as school musicals, graduations, and ceremonies, all with capacities up to the lawful maximum depending on the specific use and configuration of the spaces within the Premises, and in accordance with, and permitted by, applicable law.

Conditions Precedent. The effectiveness of the Agreement is subject to certain conditions precedent that require, among other conditions: (i) the Company to provide various due-diligence materials to Live Nation within ten business days of executing the Agreement; (ii) the Company to ensure that the parking and traffic operations for The Sunset McKinney meet the standards typically observed at other comparable amphitheaters in the United States; (iii) the Parties to agree on permissible decibel levels for events and to agree to a mutually acceptable resolution if any noise ordinances or sound restrictions are imposed prior to the Commencement Date that materially impair Live Nation's ability to operate The Sunset McKinney at concert decibel levels consistent with industry standards; and (iv) the Parties to agree on an equitable adjustment to the financial terms of the Agreement to offset the impact of any new or increased ticket taxes, surcharges, or other ticketing deductions, if any, that are imposed prior to the Commencement Date. Certain of these conditions precedent continue through the term of the Agreement, and, subject to applicable cure periods, if they are not continuously satisfied give rise to a termination right in favor of Live Nation.

Fee Arrangements. The Agreement provides for a revenue-sharing arrangement between the Parties under which Live Nation will pay the Company a percentage of the net profits generated from Live Nation's events at The Sunset McKinney, after deducting applicable event-related expenses and other costs and expenses chargeable to the Parties' co-promotion of events. The percentage of net profits to be paid to the Company will increase once a certain profit threshold is reached. The Company will also receive a fixed per-ticket rent payment from Live Nation for each ticket sold to public events operated by Live Nation at The Sunset McKinney, which fee is subject to a prescribed annual increase. A fixed per-ticket management fee will also be assessed for each ticket sold to each ticketed event. For each event held at The Sunset McKinney, Live Nation will receive a booking commission equal to a fixed percentage of the artist's guaranteed fee. Live Nation will also receive a fixed share of concession sales at each event. All parking fees charged in connection with any events will be managed and collected by Live Nation but will be distributed between the Parties in accordance with the profit-sharing provisions of the Agreement.