Venu Holding Corporation - 10-K annual report 2025

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM10-K

Commission file number: 001-42422

VENU HOLDING CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Securities Registered Pursuant to Section 12(g) of the Act:

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Act. Yes ☐ No☒

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

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

Indicate by check mark if the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “small reporting company,” and “emerging growth company,” in Rule 12b-2 of the Exchange Act.

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

Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the Registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The aggregate market value of the voting common equity held by non-affiliates of the Registrant as of June 30, 2025 was $287,043,620 based on the closing sales price of $11.79 per share of the Registrant’s Common Stock on such date as reported by the NYSE American LLC. The Registrant’s Class B Non-Voting Common Stock is not publicly traded and therefore was excluded from this calculation.

As of March 31, 2026, the Registrant had 60,042,328 shares of Common Stock and 304,990 shares of Class B Non-Voting Common Stock outstanding.

TABLE OF CONTENTS

Part I

As used in this Annual Report on Form 10-K (this “Annual Report”), unless the context otherwise requires, references to “we,” “us,” “our,” “the Company,” and “Venu” refer to Venu Holding Corporation and its subsidiaries, and references to “Common Stock” refer to the Company’s common stock, $0.001 par value per share. The information that follows may contain forward-looking statements, which involve various risks and uncertainties, including those identified in Item 1A (Risk Factors) of this Annual Report, and are qualified as indicated under “Cautionary Note Regarding Forward-Looking Statements” below. All of the discussion and analysis in this Annual Report should be read with, and is qualified in its entirety by, the Consolidated Financial Statements and related notes included in this Annual Report. Our website address is https://venu.live.

Cautionary Note Regarding Forward-Looking Statements

This Annual Report contains forward-looking statements regarding future events and the Company’s future results. These statements are based on current expectations, estimates, forecasts, and projections about the industry in which the Company operates and the beliefs and assumptions of the Company’s management. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “continues,” “could,” “would,” “should,” “will,” “may,” variations of such words, and similar expressions of a forward-looking nature are intended to identify such forward-looking statements. In addition, any statements that refer to projections of the Company’s future financial performance, the Company’s anticipated growth and potential in its business, and other characterizations of future events or circumstances are forward-looking statements. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict, including those identified in the “Risk Factors” section of this Annual Report and elsewhere herein.

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

In addition, statements such as “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Annual Report and, although we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted a thorough inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. You should carefully read the factors set forth in the “Risk Factors” section in this Annual Report, and other cautionary statements made throughout this Annual Report, and you should interpret such factors and cautionary statements as being applicable to all forward-looking statements wherever appearing in this Annual Report. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances, or otherwise, unless required by law. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.

Summary of Risk Factors

Our business is subject to a number of risks, of which you should be aware. These risks are discussed more fully in the “Risk Factors” section of this Report. These risks include, but are not limited to, the following:

Item 1. Business

Overview of Venu’s Business

Business Overview

Venu is an entertainment and hospitality holding company based in Colorado Springs, Colorado that designs, develops, owns, and operates (whether directly or through third-party operators) up-scale music venues, multi-season amphitheaters, and full-service restaurants and bars where music, dining, and luxury experiences converge. Venu was founded in 2017. Since its inception, Venu has strived to set a new standard in the hospitality and entertainment industry through its entertainment-campus venue concept and to meet the growing demand for live entertainment by developing new venues in strategically selected, rapid-growth, entertainment-underserved markets. Venu takes pride in being a catalyst for memorable experiences, a champion of local entertainment, and a contributor to vibrant communities.

To date, Venu has developed, or is in the process of developing, three restaurant concepts and one bar concept, as well as live music indoor venues that accommodate approximately 1,400 guests and multi-season amphitheaters that accommodate 8,000 or more guests. Currently, Venu operates indoor venues and restaurants in Colorado and Georgia, but it is in varying levels of planning or development to open venues in Oklahoma and Texas, with the Sunset at Broken Arrow expected to open in Fall 2026 and other locations in 2027.

Venu is a growing entertainment and hospitality company. Venu attributes its growth capabilities, in part, to its key partnerships with leaders in the music and entertainment industries, its experienced management team with prior success in hospitality and entertainment, and its strategic public-private partnerships that support ongoing economic growth. Venu believes that its venues offer patrons memorable experiences through a variety of music acts, high-end venues, desired food menu options, and exceptional hospitality. Venu is exploring business-expansion opportunities to meet the growing demand for live entertainment and touring acts by artists and fans alike.

Venu believes that its strategic development of venues in rapid-growth areas, experience in building partnerships with local governments and managing the elevated regulatory standards associated with public-private projects, and ability to negotiate naming and sponsorship rights with ubiquitous brands make it a highly sought-after entertainment and hospitality company by municipalities across the United States.

Corporate History

Venu was originally formed in Colorado on March 13, 2017, as Bourbon Brothers Restaurants, LLC, a Colorado limited liability company. On April 6, 2022, the Company converted to a corporation. On September 6, 2024, Venu adopted Amended and Restated Articles of Incorporation to, among other things, change its legal name to “Venu Holding Corporation”.

Venu’s principal executive office is located at 1755 Telstar Drive, Suite 501, Colorado Springs, Colorado 80920. (telephone: 719-895-5483). Venu’s principal website is https://venu.live. Information contained on, or accessible through, Venu’s website is not a part of this Annual Report.

Overview of Venu’s Venues

Venu currently has two music venue concepts: (1) an indoor, more intimate music hall venue known as Bourbon Brothers Presents (“BBP”), which currently operates under the names of Phil Long Music Hall at Bourbon Brothers with respect to the Colorado venue and The Hall at Bourbon Brothers or Boot Barn Hall with respect to the Georgia venue in accordance with the naming rights of the BBP venues; and (2) a multi-seasonal amphitheater venue known as The Sunset Amphitheater, which is intended to offer higher-end amenity options to patrons that will vary depending on location, but will generally include offerings such as Luxe FireSuites, VIP suites, and access to an adjoining restaurant and/or rooftop bar. Venu has operated a BBP in Colorado Springs, Colorado (“BBP CO”) since 2019 and in Gainesville, Georgia (“BBP GA”) since June 2023. Venu’s debut outdoor Sunset Amphitheater venue opened in Colorado Springs, Colorado, in August 2024, which is called Ford Amphitheater pursuant to a naming-rights agreement (“Ford Amphitheater”). From time-to-time Venu may also explore other music, restaurant and entertainment venue concepts.

Venu currently has two restaurant concepts: (1) a flagship, full-service restaurant concept known as Bourbon Brothers Smokehouse & Tavern (“BBST”); and (2) an upscale, five-star, fine-dining restaurant concept known as Roth’s Sea & Steak (“Roth’s”). Venu opened a BBST in Colorado Springs, Colorado (“BBST CO”) in 2017 and in Gainesville, Georgia (“BBST GA”), simultaneously with its BBP GA indoor music hall, in June 2023. Venu opened Roth’s adjacent to Ford Amphitheater in June 2025 for exterior concert seating and in November 2025 for restaurant operations.

Venu expanded its live-music and entertainment footprint in Colorado Springs in September 2022 when it opened “Notes” bar-restaurant, which featured upscale bar fare and dive-bar specials, before expanding to the full restaurant “Notes Eatery” in May 2024. As of July 18, 2025, Notes Eatery ceased its operations.

Venu has one bar concept, which is an elevated, craft-cocktail bar experience called Brohan’s (“Brohan’s”). Brohan’s opened in November 2025 and operates on the rooftop of Roth’s overlooking the Ford Amphitheater.

Lastly, Venu has a hospitality suite concept called Notes Hospitality Collection (“NHC”), which consists of hospitality suites intended to be used for hosting large events such as corporate conferences, weddings, expos, galas, trade shows, and conventions. Venu’s first NHC development opened in November 2025 as part of the mixed-use development where Roth’s and Brohan’s will operate adjacent to the Ford Amphitheater. NHC consists of two premier, configurable hospitality spaces framing either side of Roth’s to be used for hosting corporate events, weddings, trade shows, conventions, and other events.

Venu typically constructs and operates its music, restaurant, and bar venues concurrently and in close proximity to one another, creating an entertainment campus that enhances guests’ dining, social, and live-entertainment experiences.

Venu’s Mission and Strategy

Venu’s mission is to revolutionize entertainment and hospitality by offering dynamic entertainment campuses where music, dining, and luxury converge. Venu carries out its mission by leveraging its:

Financing and Acquisition Strategy

A key factor to Venu’s current and future success is its ability to continue growing through venue and infrastructure development while attempting to minimize future dilution. The financing and acquisition strategy of Venu and its subsidiaries include three primary components: (1) partnering with municipalities that attract local development by offering financial incentives; (2) conducting pre-sales for its venues of naming rights, sponsorships, owners’ club memberships, and rights to use Luxe FireSuites through traditional cash sales, fractional financing, and triple-net lease interests; and (3) accessing attractive debt capital.

Financial Partnerships with Municipalities

When deciding where to develop new venues, Venu focuses on high-growth areas that it believes are materially underserved of premium music and entertainment options and are located in cities that are willing to partner with, and offer financial incentives to, Venu in exchange for Venu’s agreement to develop a venue in the partnering city. Often, those financial incentives are made possible through economic-development funds (“EDFs”), which enable local governments to fund projects and programs intended to spur the local economy or to induce local property development by offering investments such as below-market land sales, land grants, tax abatements and rebates, and/or property-tax refunds. Venu is experienced in obtaining land for new venue developments by negotiating favorable land-sale contracts with cities who use EDFs to sell the land to Venu for substantially less than market value in exchange for Venu’s agreement to develop and operate an entertainment campus on the land, which will in turn drive local economic growth, foster a community-wide culture, and attract other developments.

As an example of this strategy, Venu introduced its restaurant and music venue concepts to Gainesville, Georgia in January 2022 by negotiating a Purchase and Sale Agreement between one of its subsidiaries, GA HIA, LLC (“GA HIA”), and the Gainesville Redevelopment Authority (the “GRA”), pursuant to which the GRA agreed to sell approximately 1.7 acres of land to GA HIA for $800,000 to incentivize the development of the BBST GA restaurant and the BBP GA music hall that Venu opened on the property approximately 18 months later in June 2023. The GRA viewed its public-private partnership with GA HIA as an opportunity to induce and stimulate redevelopment and investment in one of Gainesville’s tax-allocation districts that was in need of improvement. Similarly, on April 30, 2024, the Company executed a term sheet with the City of El Paso, Texas (“El Paso”), and then 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.

Through its agreements with the Cities of Gainesville, Georgia and El Paso, Texas, Venu has negotiated various tax incentives through property-tax rebates and sales-tax abatements that afford the Company financial benefits over the term of the rebates via reduced occupancy expenses. As Venu plans and implements its Texas and Oklahoma expansion, it has entered into public-private partnerships and incentive packages for the McKinney, Texas and Broken Arrow, Oklahoma markets as described in this Annual Report. See “Business – Public-Private Partnership Obligations.”

While Venu’s public-private partnerships with local municipalities enable Venu to acquire land on terms more favorable than Venu could likely negotiate in open-market sales, or to obtain other financial incentives that offset Venu’s costs of constructing and operating new venues, the agreements specifying the terms of Venu’s public-private partnerships with a given municipality also impose certain conditions, obligations, and covenants (collectively, “Restrictions”) that restrict Venu’s ownership, use, and development of the land it acquires and the venues it constructs and operates. Venu is typically subjected to those Restrictions pursuant to the Development Agreements that Venu and a local municipality enter into in connection with the purchase and development of the land. Certain immaterial obligations may also be imposed on Venu under the ancillary agreements to its public-private partnerships, which could include, for example, parking or facilities-use agreements. The material terms of its public private partnership agreements and the Restrictions on Venu’s ownership and use of the real property it has acquired through public-private partnerships are described in more detail under “Subsidiaries and Properties — Public-Private Partnership Obligations” below. For a review of the material risks Venu faces as a result of the Restrictions Venu and in connection with its public-private partnerships, see the section of this Annual Report entitled “Risk Factors — The agreements specifying the terms of Venu’s public-private partnerships with local municipalities impose various conditions, obligations, restrictions, and covenants related to Venu’s ownership, use, development, and operation of the properties it acquires and the venues it constructs. Venu’s failure to comply with such restrictions could subject Venu to various consequences, ranging from the payment of monetary fees to the clawback of purchased property, any of which could have a materially adverse impact on Venu’s business and financial condition.”

Pre-Sales of Naming Rights, Sponsorships, Club Membership, and Rights to Use Luxe FireSuites Through NNN Lease Arrangements

The second component of Venu’s financing and acquisition strategy consists of pre-selling the naming rights to its venues and generating capital that can be used to finance development-related costs. The cost of naming rights for each of Venu’s venues range from approximately $140,000 per year for an indoor concert venue, such as Phil Long Music Hall at Bourbon Brothers, to up to $2,000,000 per year for a large multi-season amphitheater like The Sunset Amphitheater that Venu anticipates opening in McKinney, Texas. Venu’s former naming-rights sponsor for both its BBP CO and BBP GA venues was Boot Barn Holdings Inc. (NYSE: BOOT), a leading retailer of western and work-related apparel and footwear. In July 2024, Phil Long Dealerships, Inc. purchased the naming rights to BBP CO for a five-year term under an Agreement for Naming and Sponsorship Rights, pursuant to which BBP CO is called “Phil Long Music Hall at Bourbon Brothers.”

In May 2024, Sunset Operations, LLC, a wholly owned subsidiary of Venu, also entered into a Naming and Sponsorship Rights Agreement with Mountain States FDAF, which agreed to acquire the naming rights to Venu’s first outdoor amphitheater in Colorado Springs. During the duration of the agreement’s ten-year term, the amphitheater will be called “Ford Amphitheater.”

In addition to pre-selling the naming rights to its venues, Venu has developed a menu of sponsorship inventory at each BBP location, which primarily consists of table and shows sponsorships. Additionally, Venu may sell “Presenting Show” sponsorships for several of its promoted shows.

Venu or its venue operator also enters into product-specific sponsorship agreements. For example, pursuant to a Sponsorship Agreement with Anheuser-Busch, LLC (“Anheuser-Busch”), Anheuser-Busch serves as the exclusive malt-beverage sponsor at Ford Amphitheater and has the right to refer to itself in marketing materials as the “Official Beer Sponsor” and “Official RTD Sponsor” of Ford Amphitheater.

Certain of Venu’s subsidiaries also accumulate financing and acquisition capital for the specific assets and properties held by that subsidiary by selling non-voting membership units, which entitle holders to various in-kind benefits, such as rights to use a Luxe FireSuite at a specific multi-season music amphitheater as well as certain preferential economic rights. The rights associated with the non-voting membership units are set forth in the applicable subsidiary’s operating agreement, which, in certain cases, provides that any distributions of available cash that is attributable to a defined portion of revenues generated by ticket sales for an event held at a specific venue project will be distributed to the non-voting members (which include all members except Venu and its subsidiaries), with the excess to be distributed to the voting member (which is Venu or a wholly-owned subsidiary). At Ford Amphitheater in Colorado Springs, Venu incorporated 90 Luxe FireSuites located on the concourse between the stadium-style seating in front of the stage and the lawn, each of which accommodates eight VIP guests per show. Prior to breaking ground on Ford Amphitheater, in this manner Venu pre-sold rights to each Luxe FireSuite, with the proceeds deployed to fund most of the amphitheater’s construction-related expenses. Venu expects that those subsidiaries that will own their amphitheater assets will utilize a similar financing strategy in the markets where there are plans to develop multi-seasonal amphitheaters, which currently include Broken Arrow, Oklahoma, McKinney, Texas, El Paso, Texas, and Houston Texas. Because the development and market of each amphitheater is unique, pricing for interests in Luxe FireSuites will vary depending on venue location.

During 2025, a wholly owned subsidiary of Venu, Venu LuxeSuite Holdings, LLC (“Luxe”), also entered into triple-net (“NNN”) lease arrangements providing for the sale of use rights and the concurrent lease-back of certain luxury concert suites (each, a “Luxe FireSuite”) at certain venues. Under the NNN lease structure, Luxe sells to a third party the exclusive use rights to a Luxe FireSuite in exchange for the third-party’s payment of an upfront purchase price and concurrently leases the Luxe FireSuite back for a 15-year term. The lease is “triple net,” meaning that Luxe is responsible for all suite-related operating costs (maintenance, insurance, taxes) over the term of the lease. Certain Venu subsidiaries that own, or are developing, amphitheaters also may sell interests in Luxe FireSuites using this same NNN model.

Debt Financing

The final component of Venu’s acquisition and financing strategy is accessing attractive debt capital. Based on the land sales that Venu has previously negotiated with various municipalities, Venu believes it can acquire land inexpensively through continuing to strategically partner with municipalities. Venu also believes it is equipped to fund portions of its construction expenses using funds generated from pre-sales of its naming rights, Luxe FireSuites, and sponsorships. Those abilities make Venu believe it is uniquely positioned to access debt on attractive terms to finance any other unfunded construction costs.

Other Financing Strategies

In addition to the financing strategies outlined generally described above, Venu’s financing strategy includes other components, such as continued revenue growth, sale-leaseback transactions, and sales by certain of Venu’s subsidiaries, such as GA HIA, of membership interests to third parties as a component of the financing for the specific real property asset and development they hold, as described further below under “Venu’s Subsidiaries and Properties”. Further, with respect to certain of its real property assets and interests, Venu may from time to time elect to hold title to a particular asset through a Delaware Statutory Trust and permit third parties to acquire beneficial interests in the trust in a tax-advantaged manner (such as through “1031 exchanges”) and realize certain tax benefits. Under such an arrangement, a wholly owned subsidiary serves as the trustee of the trust and controls all decisions with respect to the property (including its potential sale). This structure is similar to a sale-leaseback arrangement in that Venu can in part monetize an otherwise illiquid asset, yet, retain full control over the asset and have the power and authority to repurchase the applicable property in full if deemed appropriate under the market conditions and the Company’s liquidity at any given time.

One example is the real property upon which the Ford Amphitheater was constructed, which is leased to Sunset Amphitheater LLC under a ground lease and conveyed to a Delaware Statutory Trust with the expectation that a portion (but in no event all) of the beneficial interests in that trust will be sold to third parties.

Another example of one of Venu’s financing strategies is its sale-leaseback transaction involving the 5.5-acre parcel of real property owned by Notes Live Real Estate, LLC (“NLRE”), a wholly owned subsidiary of Venu, in Colorado Springs, Colorado, which serves as the primary parking lot for Ford Amphitheater. After purchasing and improving that property in fiscal years 2023 and 2024, NLRE sold the property to a related party in November 2025 pursuant to a real estate purchase and sale agreement, yielding a development profit, and concurrently entered into a ground lease agreement with that related party to lease the property back for a 20-year term under an NNN lease structure.

Site-Selection Strategy

Venu has developed criteria and a disciplined process for expanding its live-music venues and restaurant properties. Venu searches for markets that meet its strict criteria and in which there are few or no competing entertainment properties. To date, Venu has focused on markets in warmer weather locations, metro areas that have expanded substantially and where there are few entertainment venues in the outer lying areas (such as the greater Atlanta, Georgia market), or mid-market metro areas that Venu believes have been overlooked with respect to live-music entertainment opportunities (such as Tulsa, Oklahoma).

When evaluating potential markets to expand to and local municipalities to partner with, Venu looks for markets that meet the site-selection criteria for The Sunset Amphitheater and BBP venues described below:

Venu carries out its site-selection process in three stages:

Venu’s Sources of Revenue

Venu’s primary revenue streams consist of the following:

Venu’s Venues

Music Venues — Bourbon Brothers Presents (Indoor Music Hall)

BBP Overview

BBP is Venu’s indoor, intimate music and event venue known for promoting a mix of national-touring, legendary acts as well as up-and-coming artists and premier local bands and performers. BBP is dedicated to bringing musical acts from the country music and rock and roll genres as well as entertainment from a variety of other performance categories, including comedy, magic, and inspirational speakers, to growing suburban markets. Venu currently operates a BBP venue in Colorado Springs, Colorado, BBP CO, which opened in 2019, and a second BBP venue in Gainesville, Georgia, BBP GA, which opened in June 2023. Venu also intends to develop and open a new BBP venue in Centennial, Colorado (“BBP Centennial”) in the first half of 2027.

Promoting live entertainment is the foundation of the BBP revenue model. Each BBP location is designed to flexibly accommodate approximately 1,400 concertgoers at each general-admission concert featuring national-touring artists or to comfortably accommodate approximately 500-700 people for fully seated events complete with eight-top tables that are suited for intimate concerts, dueling piano shows, tribute bands, and private events. In addition to promoting and hosting live concerts, BBP also generates incremental revenue through event rentals and sponsorship sales. BBP rental rates vary depending on several factors, including the type, size, and date of the event.

Venu’s designs for its BBP venues seek to showcase Venu’s attention to hospitality, care for artists’ comfort, and pursuit of delivering an upscale concert experience. Each BBP location features an expansive stage, arena-quality audio and visual systems, and a grand dance floor and video wall. In addition to the indoor music hall, each BBP venue is built with an outdoor patio that features exterior bar access, Luxe FireSuites, and unobstructed views of the surrounding areas.

BBP — Colorado Springs, Colorado

Venu opened its first BBP location in March 2019 in Colorado Springs, Colorado. BBP CO is built on roughly 3.5 acres adjacent to BBST CO. The BBP CO venue accommodates up to 1,100 concertgoers for general-admission concerts, 500 seated patrons in a banquet-style configuration, and 96 trade-show booths. BBP CO originally sold its naming rights to Boot Barn, but on July 31, 2024, BBP CO sold its naming rights to Phil Long Dealerships, Inc. and is now known as Phil Long Music Hall at Bourbon Brothers.

In addition to its concert and event schedule, BBP CO has become a rental venue for private events. In the past, a multitude of organizations and businesses have rented BBP CO, including school districts for prom and homecoming dances, the State of Colorado for an event at which the Governor gave the State of the State address, political organizations for fundraising dinners, several companies for corporate parties and events, and families who have held weddings at BBP CO. The venue is capable of being transitioned from one configuration to another, which allows for a maximization of venue uses. That operational flexibility makes it possible, for example, for the BBP CO event team to host a concert one night and then stage a wedding the following afternoon. Venu aims for the BBP CO venue to be rented for events up to 100 times per year. Since 2021, BBP CO has been rented for 108 events in 2021, 114 events in 2022, 182 events in 2023, 101 events in 2024, and 98 events in 2025.

BBP — Gainesville, Georgia

In early 2021, a Georgia municipality reached out to gauge its interest in building a venue similar to BBP CO in Gainesville, Georgia, located approximately an hour north of downtown Atlanta. That same year, Venu negotiated with the City of Gainesville and ultimately agreed to build its second BBP venue there, BBP GA, which opened in June 2023. The land on which BBP GA was developed was purchased from the Gainesville Redevelopment Authority by GA HIA, a subsidiary of Venu that is subject to Venu’s total voting control. BBP GA promotes music acts similar to BBP CO. Like BBP CO did originally, BBP GA sold its naming rights to Boot Barn and thus does business under the name of Boot Barn Hall. BBP GA assigns the revenue generated from Boot Barn’s naming rights to its landlord, GA HIA, effectively reducing the occupancy cost related to the construction of the campus and subsequent lease.

The BBP GA venue accommodates up to 1,700 concertgoers for general-admission concerts and 500 seated patrons for full-seated shows. BBP GA built upon the design of BBP CO and features two full-service bars instead of one along with a mezzanine that offers spectacular, elevated views of the stage. BBP GA is connected to BBST GA via a shared kitchen, which allows BBP GA to provide food and beverage service for shows that is catered by BBST GA.

Venu’s management was optimistic about establishing the BBP concept in the Gainesville market because the greater Hall County area of which Gainesville is considered by many to be a hotbed for country music, as many of today’s biggest country music stars hail from Georgia, yet Gainesville and the other suburbs surrounding Atlanta, Georgia were considered by many to be an “entertainment desert,” devoid of premier live-music venues. Furthermore, the lack of mid-size and more intimate venues other than in downtown Atlanta was inconvenient for residents living and working outside of the city center. Management projected that BBP GA would fill that opportunity gap by offering a new entertainment venue to the approximately 1.2 million residents of the Northeast Georgia region.

Since opening in June 2023, BBP GA has hosted concerts and live entertainment events and has attracted both up-and-coming and more established names in country and rock music. BBP GA hosted 73 events from June through December 2023, 138 events in 2024, and 129 events in 2025. In addition to maintaining its event schedule and continuing to bring talent to the Northeast Georgia region, Venu continues to pursue its venue-rental and sponsorship-sales channels to augment revenue generated for BBP GA by promoted concerts, duplicating its revenue strategies at the comparable venue in Colorado Springs.

BBP — Centennial, Colorado

In April 2025, Venu entered into a Purchase and Sale Agreement to acquire certain real property owned by Old Mill, LLC (“Old Mill”), which is partially owned by a Board member of the Company, in Centennial, Colorado (the “Centennial Property”) with plans to develop a mid-size indoor BBP music venue on that property (“BBP Centennial”) along with a BBST restaurant (“BBST Centennial”). On February 3, 2026, Venu assigned its right, title, and interest in the Purchase and Sale Agreement to Hall at Centennial LLC (“Hall at Centennial”), a subsidiary of the Company, and Hall at Centennial closed on the purchase of the Centennial Property in the first quarter of 2026. Venu intends to open BBP Centennial in the first half of 2027.

Music Venues — The Sunset Amphitheater (Multi-seasonal Amphitheater)

The Sunset Amphitheater Overview

The largest projects Venu has planned are the development of its multi-seasonal amphitheaters, including The Sunset Amphitheater in Colorado Springs, Colorado, which is now called “Ford Amphitheater” pursuant to the sale of the venue’s naming rights, and in-development or planned amphitheaters in Broken Arrow, Oklahoma and McKinney, El Paso, and Webster, Texas. The developments of the Broken Arrow, McKinney, and El Paso locations have been approved by the respective city governments. With respect to The Sunset Houston, Venu entered into a term sheet with the City of Webster, which binds the parties to negotiate a definitive agreement in good faith for the development of The Sunset Houston (as described more fully below). Venu expects each multi-seasonable amphitheater to host approximately 70-80 concerts and events each year.

Venu previously pursued the development of an amphitheater in the greater Oklahoma City, Oklahoma area and expected to close on a property and begin construction of a 12,500-person amphitheater in spring 2024, but the project terminated. Venu decided not to move forward with operations in this municipality in 2025.

With each planned iteration of The Sunset Amphitheater, Venu is attempting to pioneer the concept of music and entertainment amenities in its venues. A feature of each amphitheater is the rights to use private Luxe FireSuites that Venu offers certain venue users and patrons through traditional cash sales, fractional financing, and NNN lease interests. In addition to the Luxe FireSuites, each amphitheater location will offer a variety of seating options (including reserved seating and, depending on the location, open seating), VIP club memberships, and premium hospitality offerings that will enable concertgoers to experience shows in a world-class environment. Venu’s goal for The Sunset Amphitheater is to serve as among the most desirable venues for artists to play and fans to experience live music.

Venu believes the naming rights for The Sunset Amphitheater venues will be the most valuable naming rights of any of its properties. Venu estimates that the naming rights for each of The Sunset Amphitheater venues will depend on the venue’s capacity and market and with those naming rights to be pursuant to contracts with five- to ten-year terms. As such, the tradename of each amphitheater location is expected to change to feature the naming-rights sponsor.

As it relates to Venu’s multi-seasonal amphitheater projects, Venu does not expect to directly operate those venues and to instead utilize a third-party operator to, among other things, book acts and events at those venues. In June 2023, Venu entered into an exclusive operating agreement with AEG Presents — Rocky Mountains, LLC (“AEG Presents”), a subsidiary of the Anschutz Entertainment Group (“AEG”), pursuant to which AEG Presents operates Ford Amphitheater. After its entry by the parties, this agreement was assigned by Venu to Venu’s wholly owned subsidiary, Sunset Operations LLC (“SunsetOps”), which oversees the operations of Ford Amphitheater.

Similarly, in December 2025, Venu entered into Operator Agreement with Live Nation Worldwide, Inc. (“Live Nation”) in connection with the amphitheater being developed in McKinney, Texas (“The Sunset McKinney”).

Venu expects to partner with a third-party operator and to enter into third-party operating agreements for the operations of its other planned and in development Sunset Amphitheater projects.

The Sunset Amphitheater — Colorado Springs, Colorado

In May 2023, Venu broke ground on its first outdoor amphitheater, now known as Ford Amphitheater, and opened that amphitheater in August 2024. Sunset Ops, LLC, a wholly owned subsidiary of Venu, is the operative entity that holds assets associated with Ford Amphitheater.

Ford Amphitheater is an open-air, 8,000-person amphitheater that offers concertgoers views of Pikes Peak, the Rocky Mountains, and the United States Air Force Academy. Ford Amphitheater was designed to be among the state-of-the-art open-air venues in the country. Ford Amphitheater features Luxe FireSuites and other design configurations original to Venu, advanced audio technology, and “white-glove” service for its premium suites.

Ford Amphitheater complements the first music hall venue Venu developed in Colorado, BBP CO, and the venues together are intended to fill an entertainment gap in the Pikes Peak region. Venu believes Ford Amphitheater is capable of hosting national touring acts, many of whom have not played Colorado Springs in the past due to a lack of suitable venues. Ford Amphitheater expects to host shows primarily during the peak outdoor concert season. Ford Amphitheater is operated by AEG Presents.

In addition to stadium-style seating and lawn seating, Ford Amphitheater delivers premium hospitality experience with a total of 90 VIP Luxe FireSuites, each featuring a private fireplace that can accommodate up to eight guests for a luxurious concert experience. Rights to a total of 90 Luxe FireSuites were sold and conveyed to third parties before construction of Ford Amphitheater commenced. Each suite offers the licensee the option to purchase up to eight tickets per event hosted at Ford Amphitheater, but licensees are not obligated to purchase unused tickets, which can be privately sold or listed for sale on Venu’s ticketing-sales platform.

Alongside Ford Amphitheater, the campus includes Roth’s Sea & Steak, a fine-dining restaurant, and Brohan’s, a top-shelf, rooftop bar, which opened for restaurant and bar operations in November 2025. Roth’s Sea & Steak opened in June 2025 for exterior concert seating. In addition, Notes Hospitality Collection, which opened in June 2025, has 40 VIP Luxe FireSuites, each featuring a private fireplace, along with 1,200 stadium style seats for shows at the Ford Amphitheater. In addition, these 40 Luxe FireSuites were offered to lease for a 99-year term in exchange for the licensee’s payment of a one-time fee of $200,000 due at the inception of the lease. NHC also includes two owner’s club suites with upstairs and downstairs viewing and seating configurations that are available for venue rentals year-round on non- show evenings. Together, the three venues are intended to deliver a premier dining and entertainment experience.

Ford Amphitheater also includes a premium parking lot. On April 1, 2024, Venu, through one of its wholly owned subsidiaries, NLRE, purchased approximately 5.5 acres adjacent to Ford Amphitheater property. Together with a 1.1-acre parcel that the Company owns on the south side of Ford Amphitheater, Venu improved this tract into a parking lot, which contains approximately 740 total parking spaces and is used for premium parking. On November 5, 2025, NLRE effected a sale-leaseback of the 5.5-acre property, selling it for $14 million, and concurrently entered into a ground lease with the buyer (a significant shareholder of the Company), pursuant to which NLRE leases the property from the buyer to allow for the property’s continued use as parking for Ford Amphitheater.

In May 2024, Sunset Operations, LLC (“Sunset Ops”) entered into a Naming and Sponsorship Rights Agreement with Mountain States FDAF (“FDAF”) for the naming, sponsorship, advertising, and promotional rights for Ford Amphitheater. The term of the agreement is through June 30, 2034, and provides that FDAF is obligated to pay an annual fee (subject to defined escalations during the term of the agreement) together with certain costs related to sign production for the venue. Under the agreement, the amphitheater will be named “Ford Amphitheater” for the duration of the agreement’s ten-year term (subject to potential changes in accordance with the agreement). In addition to providing FDAF with the naming rights for the amphitheater itself, the agreement also provides that FDAF will be the official name and title partner of Ford Amphitheater with exclusivity in the automotive category and that FDAF will be the exclusive automobile of Ford Amphitheater along with the Hospitality Collection property and Roth’s Sea & Steak. FDAF was also granted a right of first offer to purchase the naming and sponsorship rights for each new market in which Venu builds a Sunset Amphitheater.

The operator of Ford Amphitheater, AEG Presents, has also entered into various sponsorship agreements related to various product categories. For example, on July 1, 2024, AEG Presents entered into a Sponsorship Agreement with Anheuser-Busch that has a term through December 31, 2027, subject to Anheuser-Busch’s right to extend the term by one year. For the duration of the agreement, Anheuser-Busch will be the exclusive malt-beverage sponsor at Ford Amphitheater and will have the exclusive right in the malt-beverage category to use Ford Amphitheater’s trademarks for advertising, marketing, signage, and promotional purposes. Anheuser-Busch also has the right under the agreement to refer to itself in all marketing materials as the “Official Beer Sponsor” and “Official RTD Sponsor” of Ford Amphitheater. In addition to securing those sponsorship rights, the agreement provides that Anheuser-Busch will receive various tickets and hospitality benefits. In exchange for the sponsorship and event-related rights that Anheuser-Busch receives under the agreement, Anheuser-Busch is obligated to pay AEG Presents a set annual fee each year of the agreement.

Venu’s exclusive operating agreement with AEG Presents provides for a defined split between Venu and AEG Presents of Ford Amphitheater’s profits and losses (in a range between 45% to 55% between the two parties) but gives each party certain opt-out rights, pursuant to which a party may not be responsible for any losses that may result from certain events held at the venue (in which case such party would also not be entitled to any profits that may result from such events). The agreement also provides that Venu is entitled to secure sponsorship rights for the venue, and sponsorship fees are included in the factors that determine the venue losses and profits that are split between the parties (in a range between 45% to 55% between the two parties).

The Sunset at Mustang Creek — Oklahoma City, Oklahoma

In June 2023, Venu entered into a purchase and sale agreement to acquire 21 acres of land and to lease an additional 30 acres for parking in Oklahoma City, Oklahoma (the “OKC Property”), with the intent to build a 12,500-person amphitheater on the OKC Property named The Sunset at Mustang Creek (“The Sunset OKC”). Venu had contracted with a local private developer and was in the entitlement process. However, on April 9, 2024, final approval for the development of The Sunset OKC was brought before a vote by city council, which ultimately voted the project down. Venu’s contract with its private developer expired on April 26, 2024, and pursuant to its terms, Venu’s good-faith deposit was returned. Venu decided not to move forward with operations in this municipality in 2025.

The Sunset at Broken Arrow — Broken Arrow, Oklahoma

In October 2023, Sunset at Broken Arrow LLC (“Sunset BA”), a subsidiary that Venu currently owns a majority equity interest in but anticipates owning a minority equity interest in, and that Venu currently exercises and will continue to exercise total voting control over, entered into an Economic Development Agreement with the City of Broken Arrow, Oklahoma (“Broken Arrow”), which is a suburb of Tulsa and the largest city in Tulsa County, and the Broken Arrow Economic Development Authority (the “Broken Arrow EDA”). Pursuant to the Economic Development Agreement, Sunset BA and the City of Broken Arrow are forming a public-private partnership and intend to open a 12,500-capacity amphitheater that will be named The Sunset at Broken Arrow (“The Sunset BA”). Sunset BA will hold the fixed assets of The Sunset BA. Venu also expects that a subsidiary will partner with a third-party operator to manage The Sunset BA’s operations.

The Sunset BA is being constructed on a 17-acre property adjacent to the 165-acre Broken Arrow Events Park (“Events Park”), which frequently hosts community-wide Broken Arrow events and is a community focal point. To induce Venu’s development of The Sunset BA, Broken Arrow committed approximately 30 acres of land from Events Park to be used for parking and infrastructure needs along with $17.81 million in capital improvements to the infrastructure at Events Park, which will include the development of a 360-spot parking lot, the widening of roads entering and leaving the park area, and the improvement of stormwater and water lines. Pursuant to the Economic Development Agreement, Sunset BA construction was to be complete by December 31, 2025, subject to certain conditions and exceptions. If the amphitheater was not fully constructed by December 31, 2025, Sunset BA was obligated to pay Broken Arrow $10,000 per month for each month in which construction of the amphitheater remains incomplete. On November 25, 2025, the Economic Development Agreement was amended to change the completion date prior to any penalty to November 15th, 2026. Substantial completion of the construction is anticipated in the fourth quarter of 2026.

Concertgoers can purchase reserved seats in the upper- and lower-bowl seating areas or enjoy general admission in the upper bowl. The Sunset BA facility will have two unique features, including a roof and radiant heating capacity that will provide for year-round use. Additionally, The Sunset BA will have a total of 234 VIP Luxe FireSuites, accommodating groups of four, six, eight, or ten guests in each suite.

On November 3, 2025, Venu entered into a Multi-Event Incentive Agreement with Live Nation. Under the agreement, Live Nation may book and promote live-music concerts, comedy events, and other mutually approved entertainment events on a non-exclusive basis at The Sunset BA and will receive escalating incentive payments based on the number of tickets sold at events presented by Live Nation at The Sunset BA during each contract year. Live Nation may also receive a bonus payment if certain defined revenue targets are achieved.

The Sunset Amphitheater — McKinney, Texas

In addition to its projects in the Colorado and Georgia markets, Venu is actively breaking into the Texas market with plans to bring The Sunset Amphitheater to McKinney, Texas (“The Sunset McKinney”). In April 2024, Venu entered into a Chapter 380, Grant, and Development Agreement with the City of McKinney (“McKinney”) through a joint effort by McKinney, the McKinney Economic Development Corporation (the “MEDC”), and the McKinney Community Development Corporation (“MCDC”). Sunset at McKinney LLC, a majority-owned subsidiary of Venu that Venu exercises total voting control over, will hold the fixed assets of The Sunset McKinney.

Pursuant to Venu’s public-private partnership with McKinney, Venu is under construction on The Sunset McKinney on a 46-acre tract of land that was conveyed to Venu from McKinney. Venu closed on its purchase and acquisition of the McKinney tract on January 14, 2025.

Venu has initiated construction of The Sunset McKinney, with the amphitheater expected to be concert-ready in Q1 2027. Sunset Operations at McKinney LLC, a wholly owned subsidiary of Venu, will be the operative entity for The Sunset McKinney that Venu entered into an operating agreement with Live Nation to be the third-party operator and run The Sunset McKinney’s operations. With a seating capacity of 20,000, The Sunset McKinney will be Venu’s largest venue to date. The Sunset McKinney is expected to feature 295 VIP Luxe FireSuites that will be sold to third parties, an Owner’s Club Suite that will accommodate 700 members, fully-covered seating areas, traditional reserved seating along with open-seating options on a landscaped grass area that will have temperature-cooling turf, a selection of gourmet food and drinks, state-of-the-art audio and technology enhancements, and a parking garage with 5,100 parking spaces designed to make entering and exiting the venue as efficient as possible.

Venu’s management believes McKinney is a promising market for expanding its open-air amphitheater concept. The Sunset McKinney is expected to attract crowds from the Dallas and Fort Worth (“DFW”) areas of Texas, and to potentially rival the Toyota Music Factory that currently serves the DFW metroplex, a market that Venu considers to be a high priority for adding entertainment value. McKinney’s existing arts and recreation scene was one of the key factors that motivated Venu’s decision to develop an amphitheater in the city. In 2020, McKinney was designated as a Texas Music Friendly Community by the Texas Music Office within the Office of the Governor, certifying McKinney as part of a distinguished network of Texas cities that foster music-industry development and aim to attract and develop music-industry growth.

For the City of McKinney, partnering with Venu to develop The Sunset McKinney will represent an anticipated investment over approximately $300 million, which the city expects will drive local economic growth, catalyze commercial development, and enhance McKinney’s brand on a national level, while allowing Venu to expand its operations to another state and to capitalize on McKinney’s promising entertainment market.

In December 2025, Venu entered into Operator Agreement with Live Nation in connection with The Sunset McKinney. The agreement sets forth the parties’ various obligations with respect to the ownership and use of the venue. In addition, the agreement provides for a revenue-sharing arrangement through net profits generated from Live Nation’s events at The Sunset McKinney.

The Sunset Amphitheater — El Paso, Texas

Venu expanded its Texas market presence by forming a public-private partnership with the City of El Paso, Texas (“El Paso”) to bring The Sunset Amphitheater to El Paso (“The Sunset El Paso”). Sunset at El Paso, LLC, a subsidiary that Venu currently owns in its entirety but ultimately anticipates owning a minority equity interest in (but, in each case Venu would continue to exercise total voting control over the entity), will hold the fixed assets of The Sunset El Paso.

In April 2024, Venu and El Paso entered into a term sheet to define the material terms of the parties’ intended public-private partnership and entry 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”). The parties finalized and executed a Purchase and Sale Agreement on June 24, 2024, and the Chapter 380 Agreement on July 2, 2024. Also on July 2, 2024, the El Paso City Council formally approved two ordinances providing for El Paso’s conveyance of city-owned land to Venu in accordance with applicable Texas statutory code provisions and for El Paso’s amendment of a tax-increment reinvestment project and financing plan for the area where The Sunset El Paso will be developed to reflect the development assumptions set forth in the Chapter 380 Agreement. The Chapter 380 Agreement was amended on April 15, 2025 to, among other things, increase the amount that Venu agreed to invest in the acquisition, development, carrying costs, construction, and business personal property costs associated with developing The Sunset El Paso from $80 million to $100 million. Venu closed on its purchase and acquisition of the El Paso property on May 13, 2025.

Pursuant to the terms of the Definitive El Paso Agreements, Venu will construct and manage The Sunset El Paso as a 12,500-person amphitheater on land El Paso conveyed to Venu. Sunset Operations at El Paso LLC, a wholly owned subsidiary of Venu, will be the operative entity for The Sunset El Paso that Venu expects will enter into an operating agreement with a third-party operator to manage The Sunset El Paso’s operations.

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.

Much like The Sunset McKinney, The Sunset El Paso will feature Luxe FireSuites while offering a variety of seating options with both mid- and lower-bowl sections and general admission seating in the upper bowl. The amphitheater will have a roof and radiant heating capacity, which will provide full-year programming of the amphitheater. The Sunset El Paso is expected to also feature a custom-built Owner’s Club where members will enjoy an exclusive, elevated view of the stage and premium dining and beverage options. The Sunset El Paso is expected to attract crowds not only from El Paso, Texas but also from Las Cruces, New Mexico and even across the border in Mexico from Ciudad Juarez, the largest city in the Mexican state of Chihuahua. Venu intends for The Sunset El Paso to mirror the multicultural tastes of its US and Latin audiences by showing acts from both markets.

The Sunset Amphitheater — Webster, Texas

In December 2025, Venu entered into a term sheet with the City of Webster, Texas in the Greater Houston, Texas area concerning the development of The Sunset Houston, a 12,500-capacity, multi-seasonal amphitheater. Such term sheet constitutes a binding agreement only with respect to an obligation to negotiate the definitive agreement in good faith, and Venu and the City of Webster may elect not to pursue the development if unable to obtain financing on acceptable terms or may otherwise pay a termination fee to forego the project. The project will be a public-private partnership between Venu, the City of Webster, and the Webster Economic Development Corporation.

The Sunset Houston is expected to be engineered for year-round live entertainment, capable of operating 365 days a year with a canopy roof, wind walls, and state-of-the-art audio-visual systems. The venue is designed with 217 private Luxe FireSuites, each seating between 4-10 fans. The Sunset Houston is also expected to feature The Aikman Club, which is planned as a 350-seat, membership-based elevated space built in partnership with Troy Aikman, an NFL Hall of Famer and founder of EIGHT Elite Light Beer, the “powered by” partner for The Sunset Houston. Venu anticipates that The Sunset Houston will open in Fall 2027 or early 2028.

Restaurant Concepts — Bourbon Brothers Smokehouse & Tavern

BBST Overview

Bourbon Brothers Smokehouse & Tavern is Venu’s original, full-service restaurant concept. BBST serves American classics and Southern staples out of a scratch kitchen, accompanied by a selection of rare bourbons, ryes, and whiskies as well as local craft beers.

BBST — Colorado Springs, Colorado

Venu opened its first BBST location in April 2017 (“BBST CO”) in Colorado Springs, Colorado, adjacent to the land where Venu later opened its BBP CO music hall in 2019. The BBST CO location can serve up to 300 customers at a time across its two bars, primary dining areas, sunroom, and a private dining area known as the “Library.” The concept was conceived as a farm-house theme with an eclectic blend of dining areas that is intended to offer a unique foodie experience in an unparalleled setting. The Bourbon Bar is an attached, yet secluded, bar area, built to replicate a bourbon warehouse from the days of prohibition, complete with a full-size bar that is constructed from floorboards sourced from aging railroad cars. BBST CO’s close proximity to BBP CO allows for cross-selling between the businesses, as BBST CO serves as the exclusive caterer for all BBP CO events. In both venues, Venu strives to deliver high-quality, consistent food with exceptional service, which it believes is the key to restaurant success.

BBST — Gainesville, Georgia

In conjunction with Venu’s opening of BBP GA in June 2023, Venu opened its second BBST location in Gainesville, Georgia (“BBST GA”). Like its Colorado Springs counterpart, BBST GA serves American classics, Southern staples, local craft beers, and a selection of rare bourbons, ryes, and whiskies. Unlike BBST CO, the ambiance of the BBST GA restaurant replicates that of a 1930s-era, red brick industrial building, with seating spaced around an indoor square bar that integrates a 6,800-square-foot outdoor patio with four fireplaces. The restaurant accommodates up to 300 customers in its first-floor bar, primary dining areas, second-floor bourbon bar, and 1,500-square-foot walk-out rooftop bar and lounge. The distinctive dining configurations at BBST GA are meant to capture the ambience and aesthetic of the Gainesville Square.

An advantage of the Gainesville location is that the BBST GA restaurant and BBP GA music venue were built simultaneously and are connected via a shared kitchen, which streamlines BBST GA’s ability to operate food and beverage service at BBP GA. The 4,400-square-foot kitchen serves the site’s more than 7,800-square-foot dining room and rooftop bar as well as the food and beverage needs for the 18,000-square-foot BBP GA music hall.

BBST — Centennial, Colorado

As discussed above, on February 3, 2026, Hall at Centennial, a subsidiary of Venu, closed on the purchase of the Centennial Property in Centennial, Colorado. Along with the BBP Centennial, Venu intends to develop the BBST Centennial restaurant on that property with an anticipated opening date in early to mid-2027.

Restaurant Concepts — Notes Eatery

“Notes Eatery,” formerly known as “Notes” bar, was a live music and restaurant concept operated by Venu before it closed. Notes Eatery served a jazz brunch in a vibrant and eclectic environment and hosted private events for breakfast, lunch, and dinner. Notes Eatery originally opened in September 2022 as “Notes” bar in the same Colorado Springs campus where BBP CO and BBST CO operate. As of July 18, 2025, Notes Eatery ceased its operations.

Restaurant Concepts — Roth’s Sea & Steak and Notes Hospitality Collection

In November 2025, Venu opened Roth’s Sea & Steak (“Roth’s”), an upscale, five-star restaurant that specializes in fine dining, in a mixed-use development that is adjacent to Ford Amphitheater. Venu opened Roth’s for purposes of exterior concert seating in June 2025. Roth’s and Ford Amphitheater both sit on the 4.97-acre tract in Colorado Springs that Venu purchased in March 2023. Roth’s is intended to be a luxurious restaurant space and was designed to offer views of the Rocky Mountains and the Ford Amphitheater concert stage.

Colorado Springs boasts a significant percentage of high-income households and a steady growing population. Despite being home to many multinational corporations and much of the defense contractor industry, customers seeking an elevated dining experience believe the city is lacking in this pinnacle of the restaurant spectrum. Venu believes Roth’s can help fill that gap.

The prominence and features of Ford Amphitheater made that area a desirable and viable location for Roth’s, which is intended to cater to the more affluent populations in El Paso and Douglas Counties. Venu also believes Roth’s is well suited for concertgoers looking for premium dining experience to accompany their premium tickets. Roth’s anchors the first floor of the mixed-use development at the eastern perimeter of Ford Amphitheater. On the top floor, Venu opened a “top-shelf” bar and lounge named Brohan’s, which opened in November 2025.

Notes Hospitality Collection (“NHC”), which opened in June 2025, features two, approximately 1,500-square-foot configurable hospitality spaces framing either side of Roth’s on the first floor of the mixed-use development and two, approximately 2,500-square-foot suites framing either side of Brohan’s rooftop bar. Venu intends for NHC to be used for hosting corporate events, weddings, trade shows, conventions, galas, expos, and other large gatherings. Venu believes NHC is a premier venue rental location in Colorado Springs.

Bar Concept — Brohan’s

Venu opened Brohan’s, a cocktail bar and lounge on the top floor of the mixed-use development where Roth’s and NHC are located. The bar has premium views into Ford Amphitheater, which can be monetized during marquee shows. Venu intends for Brohan’s to be a popular gathering spot for happy hour or evening cocktails in an elevated environment for personal or business use, complemented by exceptional service in a comfortable yet classy lounge space that is enhanced by dramatic amphitheater lighting features and striking panoramas. Venu also envisions Brohan’s as being a “go-to” spot for concertgoers looking to elevate their experience.

Venu’s Subsidiaries and Properties

Subsidiaries

Venu conducts its operations and holds its assets through many wholly- and majority-owned (and controlled) subsidiaries. Certain of Venu’s subsidiaries have raised capital from third-party investors as a means to fund the specific projects and operations of those subsidiaries and received capital contributions from third-party investors, such as The Sunset Amphitheater LLC, and as a result, these subsidiaries are not wholly owned. In some instances, Venu owns a minority membership interest in a subsidiary but, under the terms of the governing documents for the applicable limited liability company, exercises 100% voting control because the membership interests issued to third-party investors represent non-voting interests, and otherwise retains economic rights in the revenue streams of a given project that may exceed its ownership percentage. For example, third-party investors have contributed capital to Sunset at Broken Arrow LLC and The Sunset Amphitheater LLC, with those capital contributions being used to help fund the development of the amphitheater projects owned and developed or to be developed by those specific limited liability companies. In each case, the operating agreement provides that any distributions of available cash that is attributable to a defined portion of revenues generated by ticket sales for an event held at the specific venue project are distributed to the Class B non-voting members (members other than Venu and its subsidiaries), and then the excess is distributed to the Class A voting member (Venu or a wholly-owned subsidiary of Venu). However, upon any liquidation, after the payment of creditors and the establishment of any reserves, distributions are made to the members in satisfaction of their respective capital accounts. For tax allocation purposes, the depreciation of company assets, in certain cases, are allocated to the Class B non-voting members. Membership interests in these limited liability companies afford the investors certain rights to use suites at the venue owned by the applicable limited liability company. Venu has used this model to help fund and develop certain of its amphitheater projects such as those of The Sunset Amphitheater LLC and Sunset at Broken Arrow LLC. In the case of GA HIA LLC and Sunset Hospitality Collection LLC, third-party investors hold non-voting membership interests under the terms of operating agreement of these subsidiaries and also are afforded certain in-kind benefits intended primarily for their personal use, such as complimentary tickets to live events.

The following table summarizes Venu’s current and projected ownership and voting interests in its subsidiaries as of March 31, 2026,  which Venu either owns directly or indirectly through one of its other subsidiaries. For subsidiaries that are not wholly owned by Venu or that Venu anticipates later not wholly owning, the table indicates which entity owns, or would be expected to own, the remaining interest. In addition, for those subsidiaries in which certain of the non-voting members’ economic rights under the applicable operating agreement differ from their percentage interest in the limited liability as a whole, the economic rights of the non-voting members are outlined in the notes to the table.

As it relates to the larger Ford Amphitheater project in which certain Company subsidiaries have a direct or indirect interest, the rights of stakeholders are summarized below and described elsewhere in this Annual Report.

Bourbon Brothers Holdings LLC (“BBH”) is a holding company designed to own and manage each of Venu’s operating entities. In addition to the entities organized under BBH currently, Venu expects BBH will own 100% of future restaurant and event center operating companies for entertainment campuses that Venu may develop around the country.

Venu’s current goal is that by 2028, it will have brought entertainment venues to additional markets. When developing a new entertainment campus or venue in a new market, Venu generally forms an operating company under BBH to manage the venue’s operations. The land and building for the venue are typically leased to the operating company by a landlord entity that Venu (or one of its subsidiaries) either wholly owns or acquires an interest in.

Long-Term Debt Obligations

To fund certain of its operations and property acquisitions, Venu has, at times, borrowed funds from third-party lenders and related parties. The table below sets forth the outstanding current debt obligations (other than ordinary course obligations) of Venu or its subsidiaries as of March 31, 2026.

Public-Private Partnership Obligations

Venu evaluates which markets to expand to and to purchase properties to develop venues on according to a set of rigorous criteria that maximizes Venu’s potential for success and profitability. One of the key factors in Venu’s market-expansion assessment is the ability to leverage public-private partnerships, which are driven by local municipalities that demonstrate an interest in the development of entertainment venues as a way to catalyze economic development, attract community investment, and improve the community that the local government serves. Venu was able to acquire many of the real-property assets in its portfolio through public-private partnerships. In a public-private partnership, a local government or quasi-governmental entity, such as a local economic development corporation or redevelopment authority, offers financial incentives to Venu that enable Venu or one of its subsidiaries to acquire land on terms that are more favorable than Venu would be able to negotiate in a private sale on the open market.

The financial incentives that a local municipality may offer Venu in a public-private partnership include, for example: (i) granting land to be used for Venu’s construction of amphitheaters, entertainment venues, and parking; (ii) granting parking facilities to be used at Venu’s venues and, in some cases, allowing Venu to monetize parking; (iii) providing public financing for Venu’s venue-development projects; (iv) providing sales-tax abatements and/or refunds; (v) providing property-tax abatements and/or refunds; or (vi) publicly funding the construction of parking facilities, entry and exit roads, and utilities required to support the development and operation of Venu’s venues. In exchange for the financial incentives offered by the local municipality, Venu agrees to develop and operate one or more music and entertainment venues and restaurants in the community that Venu has partnered with, which advances Venu’s market-expansion objectives, drives local economic growth, and attracts other community investments.

Although purchasing properties through public-private partnerships is a key component of Venu’s acquisition and financing strategy, the agreements that Venu negotiates when partnering with a local government or quasi-governmental entity typically subject Venu to burdensome conditions, restrictions, obligations, and covenants with respect to Venu’s ownership, use, and development of the land acquired from the municipality. Those restrictions are typically incorporated into ancillary agreements entered into by Venu and the local government that it is partnering with (such agreements, the “Restricting Agreements”), which may include, for example, a Development Agreement, a Parking Agreement, or a Facilities Use Agreement.

The Restricting Agreements typically require various levels of political and governmental approval, such as by the local city council, an economic-development council, or the secretary of state. The process of obtaining all required governmental approvals, permits, and entitlements can be time-consuming and costly for Venu. Even after obtaining those approvals, Venu’s ability to continue owning, holding, and developing the real-property asset that it acquires from a local municipality in a public-private partnership depends on its compliance with the restrictions and conditions set forth in the Restricting Agreements. Typical restrictions include requirements to satisfy minimum capital-investment obligations, to meet various project development and construction deadlines, to hold a minimum number of events per year once the venue is operating, or to sell a minimum number of tickets per season.

If Venu is unable to comply with the conditions, restrictions, and obligations set forth in Restricting Agreements, Venu may be subject to monetary penalties, lose the tax or economic incentives that initially induced Venu’s partnership with the municipality, or cause the land that Venu acquired in the public-private partnership to be recouped by the municipality. Project and construction delays that cause Venu to fall behind the timeline specified in a Development Agreement could cause the project to be terminated or obligate Venu to pay a fee.

Venu’s expansion into Gainesville, Georgia, Broken Arrow, Oklahoma, McKinney, Texas, and El Paso, Texas, and Houston, Texas has involved or will involve public-private partnerships.

A summary of our public-private partnerships, including purchase prices for land and/or assets, and associated deadlines for each, is provided below.

Public-Private Partnership in Gainesville, Georgia

In connection with its development of the BBP GA indoor music hall and the BBST GA restaurant in Gainesville, Georgia, GA HIA, LLC (a subsidiary of Venu that Venu exercises total voting control over) partnered with the Gainesville Redevelopment Authority in January 2022. In addition to the Purchase and Sale Agreement that GA HIA negotiated with the GRA, which enabled GA HIA to purchase approximately 1.7 acres from the GRA for less than the fair-market value of the land, GA HIA and the GRA entered into a Development Agreement, a Parking Agreement, and a Facilities Use Agreement. The Development Agreement required GA HIA to develop and construct the BBP GA and BBST GA venues according to a detailed construction schedule and in conformance with the architectural renderings and budget submitted when GA HIA applied for funding through the City of Gainesville’s tax-allocation district redevelopment program (the “TAD Program”), to provide the City of Gainesville with construction and interim-progress reports, to satisfy various other reporting requirements related to GA HIA’s development of the venues, and to maintain the BBP GA and BBST GA properties in good repair and operating condition. GA HIA applied for and was approved to receive approximately $1.9 million in funding under the TAD Program, which is payable by the City of Gainesville in the form of reimbursement for costs incurred by GA HIA over up to a 15-year period. GA HIA’s eligibility to receive any TAD Program funding is conditioned on its maintenance of the property as a tourism attraction used for the operation of a restaurant and entertainment venue. GA HIA’s breach of the Development Agreement could result in the Development Agreement being terminated, GA HIA having to return all of the funds received from the GRA, the GRA pursuing injunctive relief against GA HIA, or GA HIA incurring other penalties to remedy any harm suffered by the City of Gainesville.

Pursuant to the Facilities Use Agreement, GA HIA’s use of the BBP GA venue is partially restricted by the City of Gainesville’s rights to use the venue up to seven Sundays and five weekdays per calendar year for any city-sponsored event. GA HIA must provide the City of Gainesville with access to a shared event calendar, and upon at least 45 days’ notice, the City of Gainesville can reserve any unreserved date on the calendar. In turn, the City of Gainesville is required to use GA HIA as its exclusive vendor for all food, beverage, catering, hospitality, and related services at events hosted at BBP GA.

Similarly, pursuant to the Parking Agreement entered into by GA HIA and the City of Gainesville, GA HIA was given certain rights to use a city-controlled park adjacent to the BBP GA and BBST GA venues for purposes of additional event parking up to sixteen times per year without charge. However, GA HIA’s parking rights are expressly subject to the priority and exclusive parking rights of the Gainesville Arts Council, which has the right to use the park up to sixteen times per year when parking is needed for Arts Council events.

Public-Private Partnership in Broken Arrow, Oklahoma

In October 2023, Sunset BA, a subsidiary that Venu currently owns a majority equity interest in but anticipates owning a minority equity interest in, and that Venu currently exercises and will continue to exercise total voting control over, entered into an Economic Development Agreement with the City of Broken Arrow, Oklahoma (“Broken Arrow”) and the Broken Arrow EDA with the intent to develop The Sunset BA, a 12,500-capacity amphitheater that will be constructed on approximately 13 acres of land adjacent to the 165-acre Broken Arrow Events Park. The Economic Development Agreement required the approval of the Broken Arrow City Council. To incentivize Sunset BA to enter into the public-private partnership, Broken Arrow agreed to sell at least 13 acres but up to 20 acres of land to Sunset BA at a price of $38,462 per acre. Additionally, Broken Arrow committed approximately 30 acres of land from the adjacent Event Park to be used for parking and infrastructure needs for The Sunset BA and agreed to make $17.81 million in capital improvements to the Events Park infrastructure (the “Project Improvements”), which will be funded using TIF Bonds issued by the Broken Arrow EDA that will be paid using a portion of the sales and use tax, hotel tax, and other tax revenues that comprise the Tax Increment generated within the Increment District established by Broken Arrow.

In exchange for the financial incentives that Sunset BA is receiving under its public-private partnership with Broken Arrow, the Economic Development Agreement imposes various obligations and restrictions on Sunset BA’s ownership and development of the land it is acquiring from Broken Arrow. Under the terms of the original Economic Development Agreement, certain mutual conditions precedent were required to be completed by the parties by January 31, 2024 (the “Conditions Precedent Deadline”), but the Conditions Precedent Deadline was extended to June 30, 2024, through a series of amendments to the original Economic Development Agreement, including a First Amendment dated January 31, 2024, a Second Amendment dated February 21, 2024, a Third Amendment dated March 5, 2024 (the changes under which were unrelated to the extension of the Conditions Precedent Deadline), and a Fourth Amendment dated March 5, 2024. All of the mutual conditions precedent have been satisfied. Pursuant to the Purchase and Sales Agreement between Sunset BA and Broken Arrow, dated March 6, 2024, the closing of the sale was originally set to occur on April 10, 2024. However, the closing date was subsequently extended and Venu closed on the property on May 23, 2024.

Additionally, Sunset BA is required to: (i) make a minimum capital investment of $70 million towards the development of The Sunset BA; (ii) host a minimum of 45 scheduled events per calendar year; (iii) provide the Broken Arrow with periodic updates to The Sunset BA’s site plan and design documents; (iv) construct and maintain The Sunset BA in accordance with standards applicable to a first-class entertainment venue; (v) charge an additional 1% special assessment on all taxable sales directly associated with The Sunset BA venue; and (vi) provide Broken Arrow with monthly consolidated reports listing taxable transactions (such as ticket sales, concessions, and merchandise sales) completed by Sunset BA and/or its contract vendors. Furthermore, Sunset BA is required to complete its construction of The Sunset BA amphitheater by December 31, 2025, subject to the timely completion of all obligations owed by Broken Arrow and the Broken Arrow EDA. If Sunset BA fails to timely construct The Sunset BA amphitheater, it must pay Broken Arrow a fee of $10,000 per month for each month that the venue remains unfinished.