NOTE 11 – EARNINGS PER SHARE

The Company computes basic and diluted net income (loss) per share in accordance with ASC 260, Earnings Per Share. Basic EPS is calculated by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the period. The Company applies the two-class method as it has multiple classes of equity including the Series B 4% Convertible Preferred Stock, issued on June 16, 2025.

The Series B Preferred Stock is not a participating security and does not share in undistributed earnings beyond its fixed 4% cumulative dividend. Under the two-class method, income available to common shareholders is reduced by the cumulative preferred dividend, whether declared or not.

The Series B Preferred is convertible at the option of the holder into 1,000 shares of common stock per preferred share (plus accrued dividends), and is considered a potentially dilutive security. For the year ended December 31, 2025, the assumed conversion of the Series B Preferred Stock was anti-dilutive and excluded in the diluted EPS computation. As of December 31, 2025, the Series B Preferred Stock had dividends accrued of $223,875.

The following table sets forth the calculation of earnings per share, with no dividends declared yet, for the years ended December 31, 2025 and 2024, as presented in the accompanying Consolidated Statements of Operations:

 SCHEDULE OF CALCULATION OF EARNINGS PER SHARE

VENU HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED

DECEMBER 31, 2025 AND 2024