NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Organization

Venu Holding Corporation (“Venu” or the “Company”) is a Colorado corporation formed on March 13, 2017. The Company is a hospitality and entertainment business and earns revenues from operating restaurants, hosting events, renting event space and operating outdoor amphitheaters. The Company and its subsidiaries operate within the United States of America.

The Company’s subsidiaries and its interests in each (either directly or indirectly through other subsidiaries) are presented below as of June 30, 2026 and December 31, 2025:

SCHEDULE OF COMPANY’S SUBSIDIARIES AND ITS INTERESTS  

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS (Continued)

Bourbon Brothers Holdings LLC (“BBH”) is a holding company designed to own and manage each of the Bourbon Brothers-related operating entities.

Bourbon Brothers Smokehouse and Tavern CS, LLC (“BBSTCS”) is the sole owner and operator of the Bourbon Brothers Smokehouse & Tavern (“BBST”) restaurant operations in Colorado Springs, Colorado (such restaurant, “BBST CO”). The restaurant building was leased by BBSTCS from Hospitality Income & Asset, LLC (“HIA”), a majority-owned subsidiary of the Company, whom the Company had a lease with and in which the Company purchased a majority interest in during the year ended December 31, 2022. On June 24, 2026, HIA assigned its lease interests in and lease with BBSTCS to Bourbon Brothers Retail Properties, DST (“BBRP DST”), a wholly owned subsidiary of Venu (refer to Note 5 – Leases for further details).

Bourbon Brothers Presents, LLC d/b/a Phil Long Music Hall (“BBP”) specializes in producing music concerts as well as other types of live entertainment, including comedy acts and speaking engagements, at the Company’s indoor event venue in Colorado Springs, Colorado (“BBP CO”), which became known as “Phil Long Music Hall at Bourbon Brothers” in August 2024. BBP is the sole owner and operator of the BBP CO facility and leased the building from HIA. Pursuant to a Lease Agreement and Assignment and Assumption Agreement dated June 24, 2026, HIA reassigned its lease interests in and lease with BBP to BBRP DST, a wholly owned subsidiary of Venu (refer to Note 5 – Leases for further details). The Company owns 89% of BBP and 100% of its voting control, and it consolidates BBP into its financials.

Bourbon Brothers Smokehouse and Tavern Centennial, LLC (“BBSTCentennial”) is the sole owner and operator of the BBST restaurant the Company plans to develop in Centennial, Colorado (such restaurant, “BBST Centennial”), which is expected to open in mid- to late 2027.

Bourbon Brothers Presents Centennial, LLC (“BBPCentennial”) will operate as the Company’s concert and event venue in Centennial, Colorado (“BBP Centennial”), which is expected to open in mid- to late 2027. BBP Centennial will specialize in producing music concerts as well as other types of live entertainment, including comedy acts and speaking engagements, and the BBP Centennial concert and event venue facility is expected to be utilized for corporate events and weddings.

Bourbon Brothers Smokehouse and Tavern GA LLC (“BBSTGA”) is the sole owner and operator of the BBST restaurant operations in Gainesville, Georgia (such restaurant, “BBST GA”).

Bourbon Brothers Presents GA LLC (“BBPGA”) operates as the Company’s concert and event venue in Gainesville, Georgia (“BBP GA”), specializing in producing music concerts as well as other types of live entertainment, including comedy acts and speaking engagements. Additionally, the BBP GA concert and event venue facility is utilized to host corporate events and weddings. BBPGA is the sole owner and operator of the facility operations.

Bourbon Brothers Licensing, LLC (“BBL”) serves as the entity which licenses the Bourbon Brothers brand.

Notes Holding Company, LLC (“NH”) is a pass-through entity established to hold the Company’s equity interests in various subsidiaries.

13141 BP, LLC (“13141 BP”) was acquired by the Company on June 26, 2024. 13141 BP owned the land and buildings that was used in the operations of the Company’s former Notes Eatery restaurant. The Company owned 100% of 13141 BP and 100% of its voting control until 13141 BP’s sale of the land and building to a third party on July 18, 2025. Upon the sale, the Company determined the disposed component did not meet discontinued-operations criteria, and its financial impacts were reported within the normal results of continuing operations (and not segregated below income from continuing operations).

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS (Continued)

The Sunset Amphitheater LLC (“Sunset”) operates the Company’s amphitheater located in Colorado Springs, Colorado, which opened in August 2024, and is now known as “Ford Amphitheater” pursuant to a naming-rights agreement. The Company owns 14% of this variable interest entity and 100% of its voting control, and it consolidates Sunset into its financials.

Hospitality Income & Asset, LLC (“HIA”) was acquired by the Company on April 1, 2022 and owned the land and buildings used for the operations of the BBST CO restaurant and the BBP CO concert and event venue (such land, the “DST Real Estate”) pursuant to lease arrangements between HIA and each of BBSTCS (with respect to BBST CO) and BBP (with respect to BBP CO). On June 24, 2026, HIA conveyed the DST Real Estate to BBRP DST, a wholly owned subsidiary of Venu, pursuant to a Lease Agreement and Assignment and Assumption Agreement (refer to Note 5 – Leases for further details). The Company owns 99% of HIA and 100% of its voting control, and it consolidates HIA into its financials.

GA HIA, LLC (“GAHIA”) owns the land and buildings that both BBSTGA and BBPGA currently use for their restaurant and music venue operations pursuant to existing lease arrangements. GAHIA is the Colorado-based entity that holds the Company’s Georgia-based operations. The Company owns 15% of this variable interest entity and 100% of its voting control, and it consolidates GAHIA into its financials.

Notes Live Real Estate LLC (“NLRE”) holds title to certain Company real estate assets.

Roth’s Sea & Steak LLC (f/k/a Roth’s Seafood and Chophouse, LLC) (“Roth Sea”) operates as the Roth’s Sea & Steak restaurant (“Roth’s Sea & Steak”) adjacent to Ford Amphitheater, which opened November 8, 2025.

Sunset Operations LLC (“Sunset Ops”) is the operating entity that manages the operations of Ford Amphitheater.

Sunset Hospitality Collection LLC (“SHC”) owns the building that is leased to Roth’s Sea and NHC LLC, which opened to the public in early November 2025. The Company, through NLRE, owns 53% of SHC and 100% of its voting control, and it consolidates SHC into its financials.

Notes Hospitality Collection LLC (“NHC LLC”) is the operating entity that manages the venue rentals and 1,200 additional seats of Notes Hospitality Collection (“NHC”), which can be utilized to view the concerts and shows at Ford Amphitheater and opened to the public in November 2025. NHC consists of two premier, configurable hospitality spaces that frame either side of Roth’s Sea & Steak and can be used for hosting corporate events, weddings, trade shows, conventions, and other events.

Sunset at Broken Arrow LLC (“Sunset BA”) will operate as a multi-seasonal, hospitality-focused music amphitheater located in Broken Arrow, Oklahoma to be known as the “Regent Bank Amphitheater,” which broke ground in October 2025 and is expected to open in Fall 2026. The Company, through NLRE, owns 54% of Sunset BA and 100% of its voting control, and it consolidates Sunset BA into its financials.

Sunset Operations at Broken Arrow, LLC (“BAOps”) is the operating entity that manages the operations of the Regent Bank Amphitheater.

Sunset Ground at Broken Arrow, LLC (“BAGround”) owns the land that the Regent Bank Amphitheater is being constructed upon.

Sunset at Mustang Creek LLC (“Sunset MC”) was planned to be a hospitality-focused music amphitheater located in Mustang Creek, Oklahoma. The Company decided not to move forward with operations in this municipality in 2025.

Sunset at McKinney LLC (“Sunset McK”) will operate as a multi-seasonal, hospitality-focused music amphitheater located in McKinney, Texas (“The Sunset McKinney”), which officially broke ground in June 2025 and is expected to open in Q1 2027. The Company, through NLRE, owns 67% of Sunset McK and 100% of its voting control, and it consolidates Sunset McK into its financials.

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS (Continued)

Sunset Operations at McKinney, LLC (“McKinneyOps”) is the operating entity that manages The Sunset McKinney’s operations.

Sunset Ground at McKinney LLC (“McKGround”) owns the land that The Sunset McKinney is being constructed on.

Sunset at El Paso, LLC (“Sunset EP”) will operate as a multi-seasonal, hospitality-focused music amphitheater located in El Paso, Texas (“The Sunset El Paso”), which broke ground in November 2025 and is expected to open in early 2028. The Company, through NLRE, owns 98% of Sunset EP and 100% of its voting control, and it consolidates Sunset EP into its financials.

Sunset Operations at El Paso LLC (“EPOps”) is the operating entity that manages The Sunset El Paso’s operations.

Sunset Ground at El Paso LLC (“EPGround”) owns the land that The Sunset El Paso will be constructed on.

Polaris Pointe Parking LLC (“PPP”) owned the land for parking at Ford Amphitheater. On October 27, 2025, NLRE conveyed this property to a related party pursuant to a purchase and sale agreement that closed on November 5, 2025 (refer to Note 10 – Equity for further details), and it was then leased back for a 20-year term pursuant to a ground lease agreement (refer to Note 5 – Leases for further details).

Venu Income LLC (“VenuInc”) is an entity created for the purpose of generating revenues from rental income and the sale of concert tickets for the Regent Bank Amphitheater and The Sunset McKinney. The Company owns 94% of VenuInc and 100% of its voting control, and it consolidates VenuInc into its financials.

Venu VIP Rides LLC (“Rides”) is an entity that provides transportation services to Venu’s employees and shareholders. The Company owns 50% of Rides and 100% of its voting control, and it consolidates Rides into its financials.

Notes CS I, DST (“the Trust”), a Delaware statutory trust and a now wholly owned subsidiary of the Company, owned the land on which Sunset’s improvements for the Ford Amphitheater are located. On August 22, 2024, NLRE conveyed the 9.41 acres of real property upon which the Ford Amphitheater is located (the “Sunset Property”) to Notes CS I Holdings, LLC, a wholly owned subsidiary of Venu (“Holdings LLC”), and Holdings LLC conveyed the Sunset Property to the Trust in exchange for 100% of the Trust’s beneficial interests.

On June 5, 2026, pursuant to a purchase and sale agreement, the Trust conveyed the Sunset Property and NLRE conveyed an additional 1.1 acres of real property (collectively, including the improvements thereon, the “DST Property”) to a related party of the Company (refer to Note 10 – Equity for further details). The DST Property was then leased back to the Trust under a 25-year ground lease agreement (refer to Note 5 – Leases for further details).

The signatory trustee for the Trust is Notes CS I ST, LLC (“Notes Trustee”), a wholly owned subsidiary of Venu. As the Trust’s signatory trustee, Notes Trustee has the sole power and authority to manage the activities and affairs of the Trust, and to hold legal title to the property held by the Trust. Holdings, LLC previously sold beneficial interests in the Trust to third parties However, pursuant to the Purchase and Sale Agreement dated June 5, 2026, the Trust used a portion of the proceeds from the financing arrangement of the sale of the DST Property to redeem 100% of the beneficial interests in the Trust.

Bourbon Brothers Retail Properties, DST (“BBRP DST”), a Delaware statutory trust, owns the DST Real Estate underlying the BBST CO and the BBP CO facilities, which was conveyed by HIA to BBRP DST pursuant to a Lease Agreement and Assignment and Assumption Agreement on June 24, 2026, in exchange for 100% of the beneficial interests in BBRP DST. The signatory trustee for BBRP DST is Bourbon Brothers Retail Properties ST LLC (“BBRP Trustee”), a wholly owned subsidiary of Venu.

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS (Continued)

Additional investors that acquire beneficial interests in BBRP DST and become beneficial owners will have no voting rights with respect to the affairs of BBRP DST and will not have legal title to any portion of the property held by BBRP DST. Instead, BBRP Trustee, as BBRP DST’s signatory trustee, has the sole power and authority to manage the activities and affairs of BBRP DST, including the power and authority to sell the property held by BBRP DST and to hold legal title to such property. Under the documents governing BBRP DST, the trust’s beneficial interest holders are entitled to distributions on a pro rata basis of the base rent payments made to BBRP DST from each of BBSTCS (with respect to BBST CO) and BBP (with respect to BBP CO).

Venu LuxeSuite Holdings, LLC (“Luxe”) is an entity that provides real estate investment opportunities to investors through triple-net (“NNN”) lease arrangements, which provide for the sale of use rights and the concurrent lease-back of certain luxury concert suites (each, a “Luxe FireSuite”) at certain of the Company’s Sunset Amphitheater venues. The Company owns 100% of Luxe and 100% of its voting control, and it consolidates Luxe into its financials.

Venu 280, LLC d/b/a Artist 280 (“Artist 280”) was formed, in part, to provide private air and travel services to artists who perform at certain Company venues. The Company owns 100% of Artist 280 and 100% of its voting control, and it consolidates Artist 280 into its financials.

Venu Presents LLC (“Venu Presents”) is the operator that manages the Sunset Amphitheater in McKinney, TX operations and premises.

Sunset at Houston in Webster, LLC (“Sunset HOU”) will operate as a multi-seasonal, hospitality-focused music amphitheater located in the greater Houston, Texas area (“The Sunset Houston”), which is expected to open in mid-2028. The Company owns 96% of Sunset HOU and 100% of its voting control, and it consolidates Sunset HOU into its financials.

Hall at Centennial LLC (“Hall at Centennial”) owns the land and buildings that will be used for the restaurant and music venue operations of both BBST Centennial and BBP Centennial pursuant to existing lease arrangements. Hall at Centennial is the Colorado-based entity that holds the Company’s Centennial, CO-based assets and operations. The Company owns 82% of this variable interest entity and 100% of its voting control, and it consolidates Hall at Centennial into its financials.

Venu FireSuite Income, LLC (“VenuFSIncome”) was formed to hold lease interests in specified FireSuites at certain of the Company’s venues, and receive from third parties to fund construction costs associated with the Company’s multi-seasonal venues. The Company, through NLRE, owns 100% of VenuFSIncome and 100% of its voting control, and it consolidates VenuFSIncome into its financials.

Sunset at Chattanooga, LLC (“Sunset Chat”) will operate as a multi-seasonal, hospitality-focused music amphitheater located in Chattanooga, Tennessee (“The Sunset Chattanooga”). Construction of The Sunset Chattanooga has not yet begun. The Company owns 100% of Sunset Chat and 100% of its voting control, and it consolidates Sunset Chat into its financials. On May 8, 2026, Sunset Chat entered into a Purchase and Sale Agreement to acquire approximately 15 acres of land located in The Bend in Chattanooga, Tennessee, upon which the Company intends to develop and construct an omni-content, multi-seasonal, 12,500-capacity amphitheater (“The Sunset Chattanooga”). The deposit on the land is currently held in escrow and the Company is negotiating incentives with county, city, and state entities.

Sunset Amphitheater Ground at Chattanooga, LLC (“ChatGround”) owns the land that The Sunset Chattanooga will be constructed on.