NOTE 9 – DEBT

SBA Economic Injury Disaster Loan

On May 4, 2020, the Company executed the standard loan documents required for securing a loan (the “EIDL Loan”) from the SBA under its Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the Company’s business. Pursuant to the loan agreement, the principal amount of the EIDL Loan is $500,000, with proceeds used for working capital purposes. Interest accrues at the rate of 3.75% per annum and monthly payments of interest only in the amount of $2,437 commenced in October 2022. The EIDL Loan matures 30 years from the date of the note agreement, at which time all remaining unpaid principal and interest are due. The Company’s Chairman and CEO, personally guarantees this loan agreement. As of June 30, 2026 and December 31, 2025, the principal balance of $500,000 remains outstanding.

Bank Loans and Promissory Notes

On April 1, 2022, the Company purchased the majority of the interests of HIA. In this transaction, the Company became a guarantor of HIA’s mortgage on the properties used in BBST and BBP operations. The mortgage accrues interest at 5.5% and matures on July 10, 2031. The outstanding balance as of June 30, 2026 and December 31, 2025 was $2,973,656 and $3,064,903, respectively. This mortgage is collateralized by the BBSTCO and BBP land and buildings.

On May 26, 2022, GAHIA took on a mortgage for the properties used in the BBSTGA and BBPGA operations, with the Company as a guarantor to the mortgage. GAHIA began to draw on this mortgage in early 2023 with the final mortgage amount in place in June 2023. The mortgage accrues interest at 3.95% and matures on May 26, 2043. The outstanding balance as of June 30, 2026 and December 31, 2025 was $3,957,336 and $4,037,281, respectively. This mortgage is collateralized by the BBSTGA and BBPGA land and buildings. This mortgage is personally guaranteed by the Company’s Chairman and CEO.

In April 2024, the Company executed a term sheet with the City of El Paso, Texas, and then later 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 plans to 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 8 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.

On January 14, 2025 (the “Closing Date”), the Company closed on its purchase of an approximately 46-acre tract of land (the “McKinney Tract”) where it is developing the Sunset Amphitheater in McKinney, Texas, pursuant to the Chapter 380, Grant, and Development Agreement (the “McKinney Agreement”) entered into with the City of McKinney, Texas, the McKinney Economic Development Corporation (“MEDC”), and the McKinney Community Development Corporation on April 16, 2024, which was amended on October 15, 2024 and December 3, 2024. MEDC agreed to sell the McKinney Tract to the Company for an aggregate purchase price of $35,000,000 (the “McKinney Purchase Price”), which was paid on the Closing Date in the form of $10,000,000 in cash and $25,000,000 represented by a secured promissory note to MEDC (the “McKinney Note”), which bears no interest, is subject to prepayment without penalty, is secured by a Deed of Trust conveying a first-priority lien on the McKinney Tract, and is personally guaranteed by the Company’s Chairman and CEO, and a related-party shareholder of the Company (the “McKinney Guaranty”).

NOTE 9 – DEBT (Continued)

If the Company receives a temporary certificate of occupancy or a certificate of occupancy by certain deadlines set forth in the McKinney Agreement, then MEDC will reimburse the Company for the McKinney Purchase Price, and the Company and the guarantors will be released from their respective obligations under the McKinney Note, the McKinney Deed of Trust, and the McKinney Guaranty.

On May 27, 2025, for the purpose of funding the completion of a development adjacent to the Ford Amphitheater, the Company entered into a Credit Agreement with Pueblo Bank & Trust, as lender (the “Lender”) for a draw-down term loan (the “Construction Loan”). The Construction Loan accrues interest at 8.50% and has a term of seventy months, maturing on March 27, 2031 (the “Maturity Date”). Beginning on the closing date, and continuing until no later than May 27, 2026 (the “Draw Period”), assuming that there has not been an “Event of Default” (as defined in the Credit Agreement) and that the Company has complied with all requirements under the documents and agreements governing the Construction Loan, the Company may from time-to-time request advances under the Construction Loan not to exceed an aggregate amount of $6,000,000. Subject to the terms and conditions of the Credit Agreement, on the Conversion Date (as defined) the draw down term loan will convert to an amortizing loan. The term of the amortizing loan is 59 months from the Conversion Date and the amortization loan will bear interest at the Note Rate per annum, defined as the WSJ Prime Rate plus 25 basis points determined on the Conversion Date. Monthly payments of principal and interest are due under the amortizing loan and will be calculated by amortizing the principal amount of the amortizing loan over 240 months. Obligations under the Construction Loan are secured under, and by, a deed of trust, various assets of the Company pledged pursuant to a security agreement, together with an assignment of leases and rents, and personal guaranties extended by certain Company affiliates. The outstanding balance as of June 30, 2026 and December 31, 2025 was $5,936,794 and $5,937,119, respectively. This mortgage is collateralized by the SHC land and buildings. This mortgage is personally guaranteed by the Company’s Chairman and CEO.

Artist 280 purchased an aircraft to support the Company’s current and prospective corporate growth initiatives and development projects around the country. Effective September 26, 2025, Artist 280 borrowed $12,000,000 million (the “Loan”) from PNC Bank, National Association (the “Lender”). The Loan is evidenced by a promissory note (the “Note”) delivered by Artist 280 in favor of the Lender. The term of the Loan is 60 months from October 1, 2025, and the Loan bears interest at 6.01% per annum. Monthly payments of principal and interest are due under the Note and will be calculated by amortizing the principal amount of the Note over 240 months. The outstanding balance as of June 30, 2026 and December 31, 2025 was $11,771,755 and $11,928,956, respectively. The Loan is personally guaranteed by the Company’s Chairman and CEO, up to $4,500,000.

Convertible Debt

The Company issued a $6,000,000 principal amount convertible promissory note on February 28, 2025, with a maturity date three years from the date of issuance. The interest rate is 12% per annum and paid quarterly in cash or shares of the Company’s Common Stock at the conversion price. The conversion price is defined as 100% of the average daily closing sale price of the Company’s Common Stock during the 10 consecutive trading days immediately prior to the applicable payment date. The lender was also issued a warrant that is exercisable to acquire 300,000 shares of Common Stock at an exercise price of $12.50 per share.

On April 4, 2025, the Company issued two convertible promissory notes having an aggregate principal amount of $6,000,000, with a maturity date three years from the date of issuance. The interest rate is 12% per annum and paid quarterly in cash or shares of the Company’s Common Stock at the conversion price. The conversion price is defined as 100% of the average daily closing sale price of the Company’s Common Stock during the 10 consecutive trading days immediately prior to the applicable payment date. The lenders were issued warrants that, in the aggregate, are exercisable to acquire 300,000 shares of Common Stock at an exercise price of $12.50 per share

NOTE 9 – DEBT (Continued)

On May 6, 2025, the Company issued two convertible promissory notes having an aggregate principal amount of $6,000,000, with a maturity date three years from the date of issuance. The interest rate is 12% per annum and paid quarterly in cash or shares of the Company’s Common Stock at the conversion price. The conversion price is defined as 100% of the average daily closing sale price of the Company’s Common Stock during the 10 consecutive trading days immediately prior to the applicable payment date. The lenders were issued warrants that, in the aggregate, are exercisable to acquire 300,000 shares of Common Stock at an exercise price of $12.50 per share.

On June 22, 2025, the Company issued 1,542,367 shares of Common Stock in full satisfaction of $15,000,000 principal and $423,667 accrued interest, representing a conversion price of $10 per share of Common Stock, due under certain of the convertible promissory notes identified above.

On July 22, 2025, the Company issued 103,667 shares of Common Stock upon conversion of a secured promissory note to satisfy 50% of the outstanding obligations owed thereunder.

On February 3, 2026, the Company entered into an Assignment of Purchase and Sale Agreement with Hall at Centennial, LLC, a subsidiary of the Company (“Hall at Centennial”), and Old Mill, LLC (“Old Mill”), which is partially owned by a Board member of the Company, pursuant to which the Company assigned to Hall at Centennial its right, title, and interest in a Purchase and Sale Agreement that it had entered into with Old Mill in April 2025, which contemplated the Company’s acquisition from Old Mill of certain real property in Centennial, Colorado (the “Centennial Property”). Following such assignment, on February 3, 2026, Hall at Centennial closed on the purchase of the Centennial Property from Old Mill pursuant to the Purchase and Sale Agreement. The purchase price of approximately $12,612,000 for the Centennial Property was paid through a combination of cash and a promissory note in the principal amount of approximately $7,758,000 (the “Old Mill Note”). The Old Mill Note bears interest at 4.5% per annum and matures February 1, 2027. Interest accrues during the first six months and becomes due and payable on August 1, 2026, in cash or shares of Common Stock. See Note 17 – Subsequent Events for payment details.

In connection with the closing of the acquisition of the Centennial Property, Hall at Centennial also entered into a bridge loan (the “Loan”) evidenced by a promissory note in the principal amount of $4,350,000, which bore interest at 7.75% per annum and was to mature in early May 2026. The proceeds of the Loan were used to satisfy the cash closing delivery obligation for the acquisition of the Centennial Property (as well as to pay off Old Mill’s existing loan secured by the Centennial Property and certain outstanding taxes). The Loan was repaid in full in March 2026.

Total debt consists of the following:

 SCHEDULE OF DEBT 

NOTE 9 – DEBT (Continued)

Following are the future maturities of total debt for the twelve months ending June 30,

 SCHEDULE OF FUTURE MATURITIES OF LONG TERM DEBT