NOTE 12 – WARRANTS AND STOCK OPTIONS

The Company grants, to certain of its directors and employees, warrants and stock options to purchase shares of the Company’s equity. The Company may also issue stock options or warrants to investors in connection with its capital raising and financing activities. In addition, the Company has adopted, and its shareholders have approved the Amended and Restated 2023 Omnibus Incentive Compensation Plan (the “2023 Plan”). Under the 2023 Plan, a total of 2,500,000 shares of Company common stock were initially reserved for awards to directors, officers, employees and consultants. Incentive-compensation awards under the 2023 Plan may consist of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, and performance awards. As of December 31, 2025 and 2024, there were options outstanding under the 2023 Plan to acquire 2,500,000 and 0 shares, respectively, of Company common stock. The options outstanding as of December 31, 2025 have an exercise price of $10.00 per share.

Following is a summary of the warrant and stock options activities during the years ended December 31, 2025 and 2024: 

 SUMMARY OF WARRANT AND STOCK ACTIVITIES

During the year ended December 31, 2025, the Company granted a total of 4,824,250 warrants and stock options, with (i) 2,500,000 total options granted to JW Roth and Kevin O’Neil as part of the closing upon the real property in McKinney and each agreeing to serve as a personal guarantor of a promissory note issued at that closing, (ii) 900,000 warrants issued to investors as part of the convertible promissory note offering, (iii) an additional 608,750 in total warrants and stock options for contributed services and (iv) 815,500 stock options to employees and directors. As of December 31, 2025, there was a total of 7,456,264 warrants (and stock options) exercisable with an aggregate intrinsic value of $12,303,982. For the total warrants and stock options outstanding of 9,752,617 as of December 31, 2025, the aggregate intrinsic value was $14,329,214. As of December 31, 2025, there was $6,508,123 of unrecognized compensation cost related to non-vested warrants. The equity-based compensation cost, related to warrants and stock options included as a charge to operating expenses in the Consolidated Statements of Operations for the years ended December 31, 2025 and 2024 were $15,345,687 to be recognized over a weighted-average period of 4.22 years and $12,015,133 to be recognized over a weighted-average period of 5.04 years, respectively.

VENU HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED

DECEMBER 31, 2025 AND 2024

NOTE 12 – WARRANTS AND STOCK OPTIONS (Continued)

The fair value of the warrants and stock options was estimated using the Black-Scholes-Merton model using the following inputs:

SCHEDULE OF FAIR VALUE OF WARRANTS AND OPTION 

Stock options and warrants are equity classified, not liability classified, and are not remeasured at fair value.