NOTE 8 – RELATED PARTY TRANSACTIONS

The Company owns 526,166 Class B non-voting units or 1.2% of Roth Industries, LLC (“Roth Industries”). The Company’s Chairman and CEO is also the founder, Chairman and significant equity holder of Roth Industries. Mitchell Roth, a member of the Company’s Board of Directors, is also the CEO, President, and significant equity folder of Roth Industries. 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. In addition, the Company recognized licensing fees from Roth Industries, totaling $130,000 and $130,000 during the years ended December 31, 2025 and 2024, respectively, for Roth’s licensing use of the Bourbon Brothers brand in grocery products since the Company holds the exclusive license to use the brand. The Company had $237,500 and $107,500 in receivables from Roth Industries as of December 31, 2025 and 2024, respectively. The amounts received were recorded in other income in the Consolidated Statements of Operations and the amounts receivable included in other receivables as prepaid expenses and other current assets in the Consolidated Balance Sheets.

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

The Company on June 26, 2024, purchased 100% of the membership units from 13141 BP’s members and, as a result, owned the land and buildings for which Notes used from an existing lease arrangement. The transaction is treated as an asset acquisition and accounted for under ASC 805, Business Combinations. Under this methodology the purchase price is allocated to the acquired asset based on their proportionate fair values. The Company purchased these units of 13141 BP for a total purchase price of $2,761,000 using equity. The members of 13141 BP were also shareholders of the Company prior to the purchase. Under the terms of the purchase agreement, the Company issued 276,100 shares of Class D common stock. The Company owns 100% of this subsidiary and 100% of its voting control and consolidates it into its financials.

VENU HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED

DECEMBER 31, 2025 AND 2024

NOTE 8 – RELATED PARTY TRANSACTIONS (Continued)

Under the acquisition method of accounting, the total fair value of consideration transferred was allocated as follows as of June 26, 2024:

SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED

13141 BP sold the land and building to a 3^rd party on July 18, 2025, at which time the Company determined the disposed component does not meet discontinued-operations criteria, its financial impacts are reported within the normal results of continuing operations (and not segregated below income from continuing ops). The Company’s restaurant operating entity at this location, Notes Eatery, closed as of July 18, 2025.

In 2025, the Company entered into several lease, debt and equity transactions with a related party, who is a significant shareholder of the Company. These include a ground lease agreement (refer to Note 5 – Leases for further details), convertible debt agreements (refer to Note 9 – Debt for further details), and issuance of shares of Common Stock (refer to Note 10 – Equity for further details).