VENU

This morning, Venu Holding Corporation issued a press release summarizing the company's 2026 first quarter performance. Following the filing of its quarterly report on Form 10-Q for the period ending March 31, 2026. All participants on today's call are in listen-only mode. Following our prepared remarks, we will open the line for a Q&A session. At this time, I would like to turn the call over to Heather Atkinson, Chief Financial Officer of Venu Holding Corporation. Heather, please go ahead.

Thank you, and good morning, everyone. Welcome to Venu Holding Corporation's first quarter fiscal 2026 earnings call and business update. On the call today, we have our Founder, Chairman, and CEO, J.W. Roth, President Will Hodgson, Chief Operating Officer Vic Sutter, and President of Growth & Strategy, Terri Liebler. Following the safe harbor statement, J.W. will open with highlights from across the business. Will, Vic, and Terri will each provide updates from their areas. I will then walk through our financial results. After that, we will open the line for questions. Before we begin, I want to remind everyone that various remarks about future expectations, plans, and prospects constitute forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995.

Venu cautions that these forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those indicated, including risks described in the company's report on Form 10-Q for the quarter ended March 31, 2026, and our other SEC filings, all of which can be reviewed at venu.live or sec.gov. Any forward-looking statements made on this call speak only as of today, May 15, 2026. Venu does not intend to update any forward-looking statements except as required by federal securities laws. With that, I would like to turn the call over to our Founder, Chairman, and CEO, J.W. Roth.

Thank you, Heather, and thanks a million to everybody that's joining us today. We had a busy start to fiscal year 2026 as we continued to execute on our strategy to bring a new asset class to live entertainment. Our venues are designed as multi-seasonal, multi-configurational spaces with unparalleled omni-content capabilities, intentionally built to maximize utilization and deliver the elevated immersive experience today's concertgoer expects. As I've mentioned before, the average amphitheater in the U.S. is approximately 40 years old and falls well short of modern premium standards. Beyond filling this market gap, we've developed a capital-efficient model for financing venue construction. We build these premium live entertainment venues through three avenues: public-private partnerships with municipalities, pre-sale of fractional ownerships in the venues, and the sale leaseback transactions. Roughly 40% of the project construction comes from municipalities in the form of real estate, tax incentives, and cash.

Another 40% comes through the pre-sale of fractional ownership, and 20% from the sale leaseback of the contributed real estate, which typically generates a development profit. We believe this model aligns all parties around the long-term success of every venue we build. The first pillar of our development model involves partnerships with forward-looking municipalities that recognize the economic value our venues bring to their local markets. Through these partnerships, we negotiate incentive packages that contribute meaningfully to the funding of each venue's development. We believe there is one aspect of this model which is not fully reflected in our financials. Under standard GAAP accounting rules, any real estate contributed by a municipality sits at basis or zero on our balance sheet.

While we reported total assets of $461 million today, that number does not include any value for the real estate the municipalities contribute to us. In addition, earlier this year, we received an independent appraisal that valued our real estate portfolio at $1.24 billion on an as-completed basis. In 24 months, we doubled our total assets, and today we are having ongoing discussions with more than 45 municipalities about bringing a Venu concept to their city. The second avenue of our model is the pre-sale of Luxe FireSuites in the venues we are developing. This allows investors to grow alongside us while providing a sustainable source of funding for our new venues. Since launch, our pre-sales have generated over $260 million in sales.

As we have grown, we've expanded our range of offerings to meet demand and give investors at all levels the opportunity to participate. Last month, we launched our $300 million triple net inventory with Troy Aikman, a shareholder, a FireSuite owner, and a partner. Since then, we have seen a significant increase in investor leads. Earlier this week, we launched our FireSuite Income Offering, opening the door to investors seeking a lower entry point into the fractional ownership of our FireSuites. The final avenue of our model is the sale leaseback of contributed real estate, which typically generates a development profit while allowing us to retain operational control of the venue. This component rounds out the capital stack for developing a venue and reinforces the long-term economics of every project that we build.

As it relates to capital, we are currently in a capital-intensive phase as we build what we expect to be the foundation of our platform and entertainment model. In March, we closed out a $86.25 million capital raise in the middle of one of the most volatile market stretches in recent history, demonstrating that investors believe in our vision. As we move closer to our Venu opening dates, we expect that conviction to continue to build. In summary, Venu is building a new asset class of live entertainment venues to fill a clear gap in the market, and we're doing so in a capital-efficient way. We're excited. We can't wait to see what comes next.

All right, now, well, I'm going to turn this over to Will, Vic, and Terri to talk more about what this past quarter has delivered and what we expect on the horizon. Will?

Thanks, J.W. Good afternoon, everyone. I want to give you a real picture of what the booking and talent side of the business looks like right now because there's a lot of exciting momentum. Let me start with Ford Amphitheater. The 2026 season is underway, and booking is still very much active. The calendar continues to build with a number of shows yet to be announced. We continue to expect Ford's 2026 season to look a lot like prior seasons by the time we're done. The conversations we are having with promoters and agents reflect the reputation this venue has earned. Ford is a destination, and we're looking forward to a great season. On the new venue side, Broken Arrow is taking shape, and we are deep in discussions with artists and promoters about what the inaugural season looks like.

While it's too early to share specifics, I'm pleased to say we are seeing a significant amount of interest in the Venu, and we look forward to sharing more when the time is right. McKinney is not far behind. We are already laying the groundwork for booking conversations in that market. Situated just north of Dallas, McKinney represents a significant opportunity given the region's strong demand for live entertainment. We, along with our operating and booking partner, Live Nation, are actively building relationships today that will allow us to drive meaningful programming from day one. At the club level, Phil Long Music Hall in Colorado Springs and The Hall at Bourbon Brothers in Gainesville, Georgia delivered a consistent quarter of programming, and we continue to refine our approach at both locations. We are focused on finding the right content mix that maximizes both the guest experience and the commercial opportunity.

To summarize, talent conversations are strong, our markets are progressing well, and we're entering in to the busy season with strong momentum. As we move into Q2, we're focused on executing against our plan and delivering on the opportunities in front of us. With that, I'll turn it over to you, Vic.

Thank you, Will. Good morning, everyone. As J.W. mentioned earlier, our goal with these venues is to build a new asset class in live entertainment. Our venues are designed to be multi-seasonal, multi-configuration venues featuring immersive experiences and integrated technology, creating experiences that fans cannot find anywhere else. We're implementing some of the most advanced venue technology available and building these capabilities into new venues from the ground up. I'm excited about what's ahead. We will have more to share on the technology partnerships powering this in the months ahead. With that vision in mind, let me turn to the progress we're making on the ground. In McKinney, the trusses for the canopy of roof structure are underway. Construction is progressing as planned. Broken Arrow is approaching an exciting stage of construction as the FireSuites have been delivered to site. Installation will begin soon.

In El Paso, we're advancing through our infrastructure development plan, and in Houston, we expect to close out the entitlement phase in the coming weeks. We look forward to sharing more as these projects advance. Outside of active developments, this past week we announced expansion plans in Chattanooga, Tennessee, and active conversations beginning in northern Colorado. We'll have more to share how those plans take shape in the months ahead. Turning to our operating venues in Q1, the opening of Roth's Sea & Steak in November 2025 added a meaningful new revenue stream for our portfolio, and the early performance has been exceptional. The team is executing at a high level. Our hospitality scores reflect that performance, and the property establishing itself as a premier dining destination in Colorado Springs independent of the concert season.

Private events at Roth's are tracking ahead of expectations, and we're heading into a strong summer. We are proud of what that team has built. At our Bourbon Brothers Smokehouse & Tavern locations, we experienced some headwinds in the first quarter. Colorado Springs saw softer traffic, and our Gainesville location was impacted by early winter storms that led to full and partial closures during the quarter. That said, we do not view this as a structural trend. The teams are focused. The menus are being refined to align with evolving customer preferences, and we're actively working on programming and private event strategies designed to drive traffic and revenue at both locations. Every decision we're making operationally right now is made with scale in mind. We're looking forward to a great busy season ahead. With that, I will hand it over to Terri.

Thank you, Vic. Good afternoon, everyone. The growth and strategy team's role is to make sure Venu is always moving toward the next opportunity, the next partnership, and the next revenue stream. Q1 has given us a lot to talk about. Let me start with the new partnerships because the caliber of who is choosing to align with Venu continues to set the tone. In the first quarter, we locked in PepsiCo as our official beverage partner across the Sunset Amphitheater portfolio, and Aramark Sports + Entertainment expanded to five of our venues and made an additional equity investment in the company. These are long-term partners who are deepening their commitment because they have clear visibility into where we're headed, and that tells a story Naming rights represents a category of partnership that can be genuinely transformative for a venue network of our scale. For shareholders, these deals deliver long-term contracted revenue that goes directly to the bottom line. No additional capital required, no operational complexity, just premium brands paying for the right to be associated with the platform we're building. At scale, this becomes a significant and recurring revenue stream. We have been deep in conversations on this front, and I'm more excited by the direction of those discussions than any point to date. Stay tuned for several exciting announcements in the period ahead. With that, I will turn it back over to Heather for the financial update.

Thank you so much, Terri. To dig into the quarterly figures a bit more. Our total assets increased to $461 million as of March 31, 2026, up $91 million or 25% from $370 million at December 31, 2025. As J.W. mentioned, it is worth noting that several of our municipality developments sit at zero cost basis on our balance sheet rather than mark-to-market value as they are contributed assets. An as-completed basis appraisal of $1.24 billion reflects a more complete picture of what this portfolio will be worth once completed. Property and equipment increased to $382 million as of March 31, 2026, up $76 million or 25% from $306 million at December 31, 2025.

The company completed a capital raise of its common stock during the three months ended March 31, 2026, which resulted in gross proceeds of $86.25 million, which generated net proceeds to the company of $80.1 million. Our Luxe FireSuite and Aikman Club sales reached over $260 million in sales since launching the program. Demand for the product and our newly launched triple net model prompted the recent launch of a $300 million triple net portfolio available to real estate investors across the nation, with Troy Aikman as the company spokesperson. Our Luxe FireSuite sales through the company's triple net model accounted for approximately 47% of total Luxe FireSuite sales for the quarter ended March 31, 2026.

Venu's total revenue was $3.9 million for the three months ended March 31, 2026, compared to $3.5 million for the three months ended March 31, 2025, an increase of 11% quarter-over-quarter. These highlights represent that our balance sheet is strong, the assets are real, and the model is working. With that, I will turn it back to J.W.

Thanks, Heather, and thanks to Will, Vic, and Terri. Here's what I want every investor on this call to take away today. We have built something that institutions recognize, that world-class partners keep choosing, and that retail investors are finding new ways to access. The model is working exactly the way we designed it. The pipeline is as strong as it's ever been, and we're just getting started. Let's open it up for questions.

We will now begin the question-and-answer session. Please limit yourself to one question and one follow-up. If you would like to ask a question, please press star one to raise your hand. To withdraw your question, press star one again. We ask that you pick up your handset when asking a question to allow for optimum sound quality. If you are muted locally, please remember to unmute your device. Please stand by while we compile the Q&A roster. Your first question comes from the line of Stephen Laszczyk from Goldman Sachs. Stephen, please go ahead.

Yes, thanks for taking the questions. Maybe to start off, J.W., could you talk a little bit more about the new class of venues you're set to build out here over the next couple of years. Maybe talk a little bit about what differentiates these venues from the legacy amphitheaters and venues most of us know today. Then maybe within that, the types of live entertainment you see yourself leaning into at these new venues, and ultimately what that could mean for the business model, what that could mean for utilization as these new venues ramp up?

First, Stephen, thanks a million for taking the time to join us today. You know, the venues that we're building, they're just purpose-built. They're state-of-the-art amps. They're designed to fill a clear gap that is missing in the market. You know, you think of the amphitheater segment, and I gotta tell you, I hate the word. I am working diligently to get rid of the word amphitheater because it drives me crazy because what we're building is really a whole brand-new asset class. You know, we're combining some of the things from traditional venues, but we're also changing in a massive way. You know, our new amps, if you wanna call them that, are designed around real estate ownership, premium hospitality, immersive technology. These are not yesterday's sheds.

These are really a new and exciting a venue. They're multi-seasonal. Think of the amps today. They run in the summertime, right? They close. Not these. These venues are multi-seasonal. They will run year-round. Instead of producing 30 shows that a typical amphitheater produces, these venues will produce up to 100 shows annually. They're multi-configurational, which also changes a lot of the utilization of these venues. In other words, they scale up and down in size, and they do it in such a way that they always look full. I'm gonna have Vic get more into that here in a second. Honestly, at the end of the day, what you're looking at here is not your traditional amphitheater. This is, in every way, a brand-spanking new asset class.

Vic, talk a little bit about the utilization.

Yeah, happy to. Thanks, J.W., and Stephen, thanks for making the time today. Yeah, with the multi-seasonal, we have multi-configurational design, but we also have the immersive technology, and that's all built in all the future venues. We're unlocking a much broader range of programming than, for example, you would see in a traditional amphitheater. You know, that means that we'll be able to host concerts, family shows, special events, corporate activations, and also our own immersive content and maybe other partners who are creating content, currently in the space. And this is all within the same venue. As a result, you know, we believe that these venues can host a minimum of 80 events per year, right? Depending on market. For context, right?

You look at the industry, the average of the amphitheaters around, you know, 30-35 shows annually. We're really intentionally building these to do meaningfully more when you look at that delta. We believe that the model, you know, has the potential to drive better economics because we have traditional spaces that the amphitheater uses, we don't really look at the same way, right? We have a step change in utilization. We are driven by immersive technology. We're combined with different premium hospitality offerings like FireSuites and our VIP clubs. This is really where we get the multi-configurational omni-content multi-seasonal piece of this business, and this is really what makes a unique asset class within live entertainment that no one's really seen before. I hope that answers some of your questions, Stephen.

Yeah, thanks for that. Maybe a second one just for Terri on partnerships. It sounds like there's some really nice momentum building ahead of the Venu's opening. I was just curious if you could elaborate a little bit more on what you're seeing on that front, how we should be thinking about some of the sizing of that opportunity today, and then as this business scales over the longer term, you know, how do you see the sponsorship portfolio growing as the venue footprint scales over time? Thank you.

Thanks for the question, Stephen. We're really pleased with the momentum we're seeing on the partnership side. I think what's notable is that the momentum is building well ahead of the venues actually opening. That really speaks to the strength of the Venu brand and of course the appeal of the entertainment platform we're creating. Today partnership opportunities span across specifically key inventory assets and also a number of categories. This includes, of course, naming rights, premium hospitality spaces like the Aikman Clubs and category-exclusive partners. For example, Pepsi and EIGHT. We're also seeing really strong inbound interest from both regional and national brands who want to align with this concept that you just heard J.W. and Vic talk about.

In fact, very proud and really excited to share that we secured more than $100 million already to date in negotiated and contractual partnership revenue. We think that that is obviously a very, very strong proof point of the demand that we're seeing, again, well ahead of these venues opening. Longer term, as the venues start to open and, of course, the footprint scales, which by the way, in my experience means, this means we can expect partnership opportunity to, of course, scale with it. This is both in terms of the number of partners and then of course the depth of those relationships. Each of those new venues effectively expands our addressable partner base, and that creates new local, new regional, and of course new national revenue opportunities.

We also see real potential to layer in priority venue and platform-level partnerships, which by the way, we've already started to do, as that footprint grows as well. We really believe that will drive an even greater value proposition over time. I think in summary, kind of overall, we view this revenue as high margin, recurring, and of course scalable. It's, it's a, it's a revenue stream that compounds as we bring those additional venues online.

Great. Thank you.

Your next question comes from the line of Marty Calvert from Morgan Stanley. Marty, please go ahead.

Good morning, J.W. and team. Great quarter. My question is twofold. First of all, a great, great announcement about Chattanooga. Can you explain more about the development that could go on around Chattanooga? I'm a whiskey man, so I would love to see a naming of a Jack Daniel's amphitheater in Chattanooga.

Yeah, that's awesome. I am too. you know, we've been working on that thing for a while and, first, Marty Calvert, just thanks for jumping on here. I appreciate. You're a great shareholder, a great supporter, and I just appreciate, I appreciate you joining us today. I'm actually gonna kick this over to Bob. Bob, will you jump in here and walk Marty Calvert through not only what we're doing in Chattanooga, but let's expand on that question a little bit and talk about just all of the sort of new markets that you and Ryan are working on.

Yeah, you bet. Thanks, J.W., thanks for the question, Marty Calvert. You know, both Chattanooga and Northern Colorado are great examples of how our pipeline is really starting to produce momentum. Starting with Chattanooga, it's gonna be located right down on the Tennessee River in a project called The Bend. This is a premium mixed-use development That is adjacent to the amphitheater itself will actually be right on the river, adjacent to a 300-slip marina. And really Chattanooga's an ideal market for Venu. It's a, you know, it's a 1 million person, it's MSA, it's a growing region, it's very vibrant from its entertainment perspective. From a routing perspective, it's critical. Sitting between Nashville, Atlanta and Knoxville, it makes it very attractive for stops by artists. Conversations are going well and some pieces that still are coming together on that. We are doing a, opening up our the opportunities here because this is an opportunity where we work with a private developer, and we're also working with the city on the incentives. That partnership is seeming to be very fruitful.

Turning to Northern Colorado, this is another strategic market for us, and one that, given the roots in the region, is gonna be important to us. The Northern Colorado project is meaningful to us because location to community, and it's an area, you know, of nearly, again, 1 million people that has historically been underserved as it relates to live entertainment. We're seeing strong support from the local market and municipal leaders. We are actively engaged in conversations with everyone adjacent to I-25 there, and have a couple of conversations that are advancing very quickly. More broadly, the projects reflect the type of opportunity that we're coming across through our pipeline. You know, well-located markets, really strong interest from municipal partners.

I mean, we hosted one last night, again, that we can't mention quite yet, but is very promising in the region where we're operating with Oklahoma and Texas. Our pipeline of conversations currently sits at well over 45 municipalities. Has a lot of momentum, and overall we're very pleased, and again, super excited about what's going on in Chattanooga and moving forward to identifying the location where we'll put our northern Colorado facility as well.

Thank you J.W. and Bob, appreciate it.

Your next question comes from the line of Jamie Burnoski.

Thank you everyone. Dub, terrific quarterly update, thank you. Thanks for ongoing clarity on the financial metrics. As you head into the busy season at the gorgeous Ford Amphitheater in Colorado Springs, can you walk us through what are you really most excited about? There's so much good going on, there's gotta be one or two things that are just getting you jumpy as you start each and every day regarding that area.

First, Jamie, thanks a million for taking the time to do this and to be a part of this. You're a great shareholder and I appreciate you. Honestly, the Ford has just been a home run. It's, it started off as sort of a proof of concept, and we, there a lot of tuition has been paid as a result of building the Ford because what we've learned is we've learned how elevated works, right? When we started this, the whole, the whole sort of premise and genesis of our business was to create venues that catered to the demand of today's fan.

When you look across the space and you see what the NFL has done, you see what Major League Baseball has done, you see what so many different stadiums and venues have done, what they've really done is they've catered to the demand of today's fan, and music has just failed in that area. With the exception of a few standouts like the Sphere, most outdoor music venues of the past have failed there. We really have concentrated on defining what elevated means. The Ford has been a great example of that. You know, we opened last night and had a great show, and really what I was looking for this morning from Vic is, "Vic, tell me about how we did in the clubs.

Tell me about what our per caps were." You know, whole idea is trying to break that $35 number, right? We did. We crushed it last night, and elevated worked. We're gonna see that continue to grow. When you look at what we're building in these other markets, you're not only seeing the elevated and the premium side grow, but you're also seeing the other demands of the fan, like rideshare. Last night I watched rideshare work at the Ford. Cuts down on traffic, cuts down on congestion. What it also does is it allows us to provide services that then increase dwell time, right?

I looked in the clubs when we were done last night with the show, and people stayed, which is the whole idea behind driving our business. You know, the summer lineup is fantastic. You know, we've still got probably 10 or 12 shows to announce, to finish out what the Ford season is gonna look like. In every way that the Ford Amphitheater is not only a genesis of our business, but it's really a good testing path for us. Again, appreciate the question and we're very excited about where the Ford is this year.

Thank you.

We have reached the end of the Q&A session. This concludes today's call. Thank you for attending. You may now disconnect.

Ladies and gentlemen, good afternoon, and welcome to Venu Holding Corporation full year and fourth quarter 2025 financial results and business update. Earlier today, Venu, trading under the ticker symbol VENU, issued a press release summarizing the company's full year and fourth quarter 2025 performance following the filing of its annual report on Form 10-K for the period ending December 31, 2025. This conference call is being recorded and will be available online along with the earnings press release at venu.live in accordance with the company's retention policies. All participants on today's call are in listen-only mode. Following our prepared remarks, we will open the line for a Q&A session. At this time, I would like to turn the call over to Heather Atkinson, Chief Financial Officer of Venu Holding Corporation. Heather, please go ahead.

Thank you, and good afternoon, everyone. Welcome to Venu Holding Corporation full year and fourth quarter 2025 earnings call and business update. On the call today, we have our founder, chairman, and CEO, J.W. Roth, President Will Hodgson, Chief Operating Officer Vic Sutter, and President of Growth and Strategy, Terri Liebler. Following the safe harbor statement, J.W. will open with highlights from across the business. Will, Vic, and Terri will each provide updates from their areas. I will then walk through our financial results. After that, we will open the line for questions. Before we begin, I want to remind everyone that various remarks about future expectations, plans, and prospects constitute forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995.

Venu cautions that these forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those indicated, including risks described in the company's annual report on Form 10-K for the year ended December 31, 2025, and our other filings with the SEC, all of which can be reviewed at venu.live or at sec.gov. Any forward-looking statements made on this call speak only as of today, March 31, 2026. Venu does not intend to update any forward-looking statements except as required by federal securities laws. With that, I would like to turn the call over to our Founder, Chairman, and CEO, J.W. Roth.

Thank you, Heather, and thanks a million to everybody for joining us today. I've been looking forward to this call. It's actually the kind of call and the kind of updates I love to give. I'm going to start by reading through some prepared remarks, and then at the end of these prepared remarks, I'm going to turn it over to the rest of our staff, and then we'll get to Q&A here in a bit. 2025 was the year that we got a little smarter, faster, more deliberate about who we partner with, how we build, and where we put our energy. That has always been the commitment to build something that stands the test of time, performs at the highest level, and delivers value that speaks for itself. The numbers show exactly where that commitment has taken us.

We just closed $86 million in a raise. In one of the toughest stretches of the broader market, investors did not hesitate. That tells you something. Our portfolio was independently appraised at $1.24 billion on an as-completed basis. That is just north of $12 a share, fully diluted. We have gone from $83 million on the balance sheet to over $370 million on our balance sheet in the last 24 months. This business is grounded in tangible assets, it's measured in expansion, and it's thoughtful capital in the way we deploy. Patient capital will always win. Steel went up in McKinney and in Tulsa. Tulsa targets opening its gates this coming fall and McKinney just shortly after in the first quarter of 2027. We held a fantastic groundbreaking in El Paso.

We opened Roth's Sea & Steak and Brohan's, which are all part of our Sunset Hospitality Collection, the most sophisticated destination we have built to date. Fire Suite sales hit $126 million, up 62% over last year. Our triple-net model, which we launched mid-year 2025, already represents 25% of our sales. That program did not exist 12 months ago. That is how fast we are moving when it comes to something that we find that works. On April 15, we are going to be launching the most ambitious sales campaign in our company's history, a nationwide push with every form of media designed to move hundreds of millions of dollars in inventory. I'm telling you right now, mark that date. On the content side, we're roaring.

Beyond our long-standing partnership with AEG at the Ford Amphitheatre, in 2025, we forged a new partnership with Live Nation, and we are leaning hard into a more than just music strategy with residencies, film events, and even exploring AI-driven programming, pushing the revenue-generating capabilities of our venues to the absolute max and keeping them active year-round. On the hospitality and operations side, we not only expanded our partnership with Aramark to five venues, but we also brought on Pepsi as an official beverage partner of our Sunset Amphitheater portfolio. These are world-class operators choosing to grow with us. It's a very exciting time to be Venu. We're exactly where we need to be. The model is working, and the best of Venu is yet to come.

Now I'm going to hand this over to our team to get a little bit deeper into the details. Will?

Thanks, J.W. Good afternoon, everyone. I want to talk about what's happening on the booking and touring side because it's building fast. Let me start with Ford Amphitheatre because the numbers tell a great story.

Amphitheater revenue grew 94% year-over-year. The reason is simple. In 2024, we had a partial season. In 2025, we ran a full season, April through October. In 2026, we expect to grow both the number of shows and the average ticket price year-over-year. Our portfolio across the board is hitting its stride. The fan base is deepening, and artists and agents and brand partners are all coming to the table. On the booking side, we are heading into our strongest season yet. One year ago, at this same point in the season, our Ford Amphitheatre calendar looked very different. Today, the demand from artists and promoters is at a level we have not seen before. On top of that, Ford has now been named to Billboard's 2026 Top Music Venues list, recognized alongside Sphere, O2 Arena, and Allegiant Stadium.

That kind of recognition changes conversations. Broken Arrow is next. The venue is taking shape very quickly. We are targeting a fall 2026 opening, and we expect to begin announcing shows and going on sales in the next six to eight weeks. We are an open room there. We already have agreements in place with industry leaders like Live Nation and other prominent promoters, positioning us to build a diverse, high-caliber calendar. I can't wait for the Tulsa market to experience what we've built there. Our 20,000-seat amp in McKinney is not far behind. We are already in early booking conversations with our operating and booking partner, Live Nation, for what will be one of the most premier, premium outdoor music experiences in the U.S. As J.W. mentioned, our content side is firing on all cylinders.

We spent 2025 building the team, deepening the relationships, and putting the infrastructure in place to book at scale, and now we're ready to unleash it. Our multi-configurational venues do not host live events. They open the door to a completely different catalog of possibilities, residencies, theatrical productions, and we're even exploring the AI-driven programming. We are very keen on not waiting to see where the industry goes. We want to stay ahead on what comes next. The short version, the calendar is filling. We are eager to open our gates in Texas and Oklahoma, and we are excited for the road ahead. Vic, over to you.

Thank you, Will. Good afternoon, everyone. My focus is on what happens when the doors open, and I want to give you a real picture where we are operationally and where we're headed since coming onto the team. We're a live entertainment company, and every operational decision we make is being evaluated through that lens. What drives the fan experience? What drives margin? What scales? 2025 was a year of deliberate refinement across our existing portfolio. We made some intentional decisions to sharpen our focus. Notes Theater in Colorado Springs closed in July of 2025. This was us being disciplined about where we put our energy and resources. Notes did not fit the profile long term, and we moved away from it cleanly. At our two music halls in Colorado Springs and Gainesville, we delivered hundreds of ticketed events to fans in 2025, consistent with prior years.

Gainesville, in particular, continued to build real momentum. The reputation with artists and fans is growing, and the traction is also compounding. Colorado Springs saw softer venue rentals this past year, but we're actively addressing that through refreshed programming strategies, the addition of a high-caliber director of private event sales with deep regional relationships in the space, and enhanced private event packages. Completing these efforts, we also opened the $44.5 million Sunset Hospitality Collection adjacent to Ford Amphitheater. It's anchored by Roth's Sea & Steak and Brohan's, an upscale cocktail lounge. This development introduces a compelling year-round reason for guests to engage with our campus well beyond concert nights. Speaking of Roth's Sea & Steak, it opened in November to a sold-out grand opening weekend and has already been recognized among the best wine programs in the Americas.

An absolutely fantastic rollout from that team, and we're extremely proud of the progress so far. On the design and infrastructure side, we align with Dimensional Innovations, the experiential design firm behind the Intuit Dome and Mercedes-Benz Stadium. This brings world-class thinking into every venue space we build. The operational story of 2025 is not about the events that did not work. It's about the foundation we laid for the venues about to open. We're building an operational infrastructure, and we are targeting to scale a total of 40 potential locations, and every decision we made this year was made with that in mind. With that, I'll hand it over to Terri.

Thank you, Vic. Good afternoon, everyone. My role at Venu is focused on three things: building the partnerships that fuel our growth, developing the revenue streams that make our model more powerful over time, and advancing venue development in the markets where we can win big. Everything I'm about to share flows from that. Let me start with partnerships because the quality of who is choosing to align with Venu says everything. PepsiCo is now the official beverage partner of our Sunset Amphitheater portfolio. Aramark Sports + Entertainment has expanded to five of our venues and made an additional equity investment in the company. Tixr became official ticketing and commerce partner across four of our indoor music halls, backed by their own capital commitment to Venu. Sands Investment Group, Dimensional Innovations, Billboard, and Boston Common Golf, and that's just the start. These are not small names.

These are category leaders choosing Venu because they see where this is going. The conversation doesn't stop there. Naming rights represents one of the most significant revenue opportunities in our portfolio, and the market response has been incredibly encouraging. We have a product that brands want to be a part of, premium venues, world-class hospitality, and a passionate fan base.

We are not going to get ahead of any announcements today, but these conversations are well underway, and we are very excited about where they're headed. There are the artists and the athletes who have chosen to stand with us. Niall Horan and Dierks Bentley are shareholders and founding members of our advisory council. NFL Hall of Famer and three-time Super Bowl champion Troy Aikman is a partner, shareholder, and Fire Suite owner. These are artists and athletes at the top of their fields who looked at what we're building and said they wanted in. That says everything. On the media and brand side, the Venu story has been covered by Billboard, Bloomberg, Newsmax, Cheddar, Pollstar, and more.

J.W. was featured on the cover of Pollstar Magazine, and I had the privilege of representing Venu on Billboard's Finance 50 Music & Money panel in Los Angeles alongside Larry Mestel of Primary Wave, talking about the future of live entertainment finance. Through our Billboard alliance, we brought the inaugural Disruptor Award to Khalid and then to PlaqueBoyMax at the Power 100 during the biggest week in music. Every one of these relationships is designed to do more than just generate a headline. When Aramark makes an equity investment, that's a sophisticated operator putting real money behind our model. When PepsiCo signs on as a beverage partner across the portfolio, that's a Fortune 50 brand validating our venues before they even open. When artists and athletes become shareholders, those are the people who live inside this industry every day betting on where it's going.

These are signals, and for investors paying attention, they tell you exactly what kind of company Venu is becoming. With that, I'll turn it back over to Heather for the financial update.

Thank you so much, Terry. Now to dig into the quarterly and year-to-date figures a bit more. Venu's total assets grew to $370 million as of December 31, 2025, up $192 million or 108% from $178 million at December 31, 2024. It is worth noting that several of our municipality developments sit at $0 cost basis on our balance sheet rather than mark-to-market value as they are contributed assets. An as-completed basis appraisal of $1.24 billion reflects a more complete picture of what that portfolio will actually be worth. Our property and equipment increased to $305 million as of December 31, 2025, up 123% from $137 million at December 31, 2024.

Our Luxe FireSuite and Aikman Club sales reached $126 million for the full year ended December 31, 2025, representing a 62% increase over the $77 million generated in fiscal year 2024. Our Luxe FireSuite sales through the company's triple-net real estate leaseback model launched in mid-2025 accounted for approximately 25% of total fire suite sales for the year, establishing the triple-net program as a rapidly emerging flagship ownership pathway. Venu's total revenue was $17 million for the full year ended December 31, 2025, compared to $17.8 million for the full year ended December 31, 2024.

The company completed a $14 million sale-leaseback of its Colorado Springs parking property in the fourth quarter of 2025, with the related party generating a development profit of $6.6 million while retaining full operational control and a fixed price repurchase option within three years. These highlights represent that our balance sheet is strong, the assets are real, and the model is working. With that, I will turn it back to J.W.

Thanks, Heather. I just thank our team, and I thank everybody that joined the call today. Here's the deal. A few years ago, this was just an idea, but today we are well on our way towards a $1.24 billion portfolio in completed value with steel in the ground, the best operators in the world behind us, and an absolute proven model. I wish I could tell you everything that I know, but I can't right now. I just want you to know that we are coming, and we are coming with world-class venues. I could not be more proud of this team or more excited about where we're headed. Okay, let's open this up for questions.

Thank you. We will now begin the question-and-answer session. If you have dialed in and would like to ask a question, please press star one on your telephone keypad to raise your hand and join the queue. If you would like to withdraw your question, simply press star one a second time. If you're called upon to ask your question and are listening via speakerphone on your device, please pick up your handset and ensure that your phone is not on mute when asking your questions. Again, it is star one if you would like to join the queue. Our first question comes from the line of Marty Calvert with Morgan Stanley. Your line is open.

J.W. and team, great quarter and great things to come. I was looking at your 13F filings, and it looks like you've picked up a number of institutional sponsors, Fidelity, Citadel, BlackRock, even lowly Morgan Stanley, to name a few. I just wondered what your strategy is going forward to get more institutions involved in the stock.

First, Marty, I thank you for your support, and I appreciate you as a shareholder. That's a great question. I can't tell you how frustrated I have been with our stock. When we sit here, and I sit here and I look at where our shares trade today and our market cap, significantly lower than our total assets and even our unencumbered assets, it drives me completely crazy. I can tell you that I get up out of bed every single day, with a plan to bring our undervalued stock back to where it belongs. We have worked diligently to bring on some institutions that are important to us, Vanguard, Citadel, BlackRock, all the ones that you named, including Morgan Stanley and all that you have done there.

I can also tell you that starting a year ago, I started putting together an IR plan and hunting the right people to help us tell the story. Sarah Rothschild is a big part of that. We made that announcement the other day. She is coming to our team from MSG, from the Sphere. She has been in the rooms where a lot of these transactions have happened. She understands the investors that follow our space. We have a strategic plan to get out on the road starting here early May with road shows that are gonna tour through these institutional conference rooms. I can just tell you right now, it's an excellent question.

I want you to know, and I want everybody on the call to know that I am hell-bent on bringing our stock back to where it belongs. You know, it's funny, Marty. Today is discouraging in one sense because of where the stock sits. On the other hand, it's encouraging from the opportunity standpoint, right? We watched 425,000 shares trade today, which is above our average trading day. I think it's because people are starting to realize just exactly where our business is headed. I appreciate the question, and I just want you to know that I am. I'm on it.

I figured you would be, J.W. Thank you.

You bet.

Our next question comes from the line of Jake Perlmutter with Red Light Management. Your line is open.

Hi, J.W., and good afternoon, everybody. This is Jake Perlmutter on behalf of Dierks Bentley, Venu shareholder. You mentioned you are targeted to be in a total of 40 locations. Can you please talk about where the network is headed next and what markets are on the radar?

First, Jake, I thank you for taking the time to join us today and pass my best off to Dirks. We're excited to have him this summer at The Ford. He's a great shareholder and just a great partner. I'm gonna actually turn this over to Robert Mudd. Robert Mudd is. He oversees all of the expansion for our company. I travel a great deal with Bob on these expansion municipality conversations, and I can tell you I cannot be more excited about the announcements coming over the next 90-120 days. I'm gonna let Bob pick that up.

Yeah. Thanks, J.W. Jake, thanks for the question, though. We, along with our expansion partners, Ryan, LLC, are aggressively engaged in developing new locations and routes that are gonna drive asset base and revenue for Venu. You know, our active negotiations right now are occurring as we speak in 13 markets across Colorado, Texas, Florida, Tennessee, Kentucky, Indiana, and Ohio. We have formal RFPs, request for proposals, out to 17 markets, and we have active outreach in 57 total locations. Our focus is on strategic markets in Colorado and Texas with pursuit of new routing paths in Florida coming up through South Carolina, Tennessee, Kentucky, and Ohio. We're very strategically laying a path that allow us to maximize our routing plans. We thank you, Jake, and thank Dierks for being a part of this story of Venu.

Thank you both.

Our next question comes from the line of investor Jamie Gronowski. Your line is open.

J.W. and team, Jamie Gronowski here. I'm one of the early investors, going way back when. J.W., there was two numbers that stood out quite significantly in not only your conversation but others on the team. The $1.24 billion number was discussed along with the balance sheet showing $370 million. Can you help me understand that gap as it relates to those two significant numbers?

First, Jamie, I can't tell you how much your support means to the company. You have been a long-term shareholder and a long-term friend, and I thank you. It's a good question. Probably the biggest disconnect in our entire balance sheet comes from the municipality contributed real estate. Here's what happens. I'm gonna use McKinney as an example.

We walk into the city of McKinney, and we put together a development agreement with that city. In all cases, whether it's McKinney or Broken Arrow or anyplace else, that agreement comes with incentives. Those incentives are sort of in three buckets, right? The first piece of the incentive is in real estate. Second piece of that incentive comes in abatements of taxes or refunds of taxes.

Then the third piece usually comes in the form of cash or something equivalent to development dollars that they put into the ground. When a municipality like McKinney contributes a piece of real estate, let's put a number on that real estate of $50 million, that real estate goes onto our balance sheet at zero because the way GAAP accounting works, it goes on our balance sheet at basis. Whatever we pay for it or whatever the value was at the point of contribution is the number that shows up on our balance sheet. In many cases, hundreds and hundreds of millions of dollars of assets have been contributed by municipalities onto our balance sheet, and they sit there at basis.

When you have an appraisal done, like we did, third-party appraisal done of all of our properties, on an as-completed basis, it comes out at $1.24 billion, and the reason that is because during the appraisal process, the appraiser actually appraises that piece of property at its mark-to-market value versus the basis that it landed on our balance sheet. Again, I talked a little bit about our stock earlier today and the frustrations that I have. If you look at the appraised value of our properties, as completed, it's north of $12 a share, just in appraised value of the assets. That doesn't include the value of the business. That's just the assets themselves.

Again, it's a disconnect on our balance sheet that over a period of time, investors will come to understand. I think when they do, you'll see priced into the stock. Jamie, thanks a million for your question.

Thank you, J.W.

Our next question comes from the line of Stephen Laszczyk with Goldman Sachs. Your line is open.

Hey, guys. Thanks for taking the questions. Maybe for both J.W. and Will on the outlook for Event Supply. I think you might have mentioned bookings activity for this year picking up. Would just be curious if you could speak a little bit more into what you're seeing out there at the industry level as we head into the summer amphitheater season in 2026 anyways. You could help quantify the level of uptick you're seeing or maybe perhaps speak to some of the conversations you're having with your promoter partners out there on the outlook for event volumes this coming year. Thank you.

Stephen, first, I appreciate you joining the call and appreciate your interest in Venu. I'm gonna let Will answer the majority of this question. At the end of the day, as you know, we saw a soft amp season last year across the industry. Ford was blessed in the sense that it had a very good run last year. If you look at industry-wide, it was soft last year. Almost the opposite has happened this year. Amps are seeing a higher demand, and there's more artists touring amps this year than there was last year. In fact, I'm gonna classify it as a fairly strong amp season. Will has indicated earlier, we're just booking Broken Arrow now.

For as late in the season as that venue is going to be opening, demand is high from artists and tours that are gonna find their way into Broken Arrow. Will, can you jump in and talk a little bit about the strength of the season this year and what we're-

Yeah. I mean, again, just based on pacing from last year, right? The amount of offers and pending offers out there is nearly double what we had last year. You know, we've got a ton of shows already booked, confirmed, and on sale, but we certainly anticipate another 15 through the remainder of the next couple months. Excited there. We're pacing on a per show basis, better than we did last year in terms of ticket sales. You know, ticket prices are relatively flat, depends on the show. We feel good about Ford for sure. Again, I think as our reputation continues to grow, both from a guest experience perspective and from an artist experience perspective, there's a lot more interest in playing our venue here in Colorado Springs.

Tulsa, also, you know, a lot of artists wanna be the ones to open a building. We've got some significant interest from some major acts, and we'll look to do, you know, between three and five large outdoor shows, could be more, before we get into our indoor configuration as we look to open the building this fall. You know, that being said, we should see shows on sale and actively being marketed here in the next four to eight weeks. Excited about the calendars. Again, I think to J.W.'s point, the supply, the volume of artists out there is increased versus last year. We still got work to do, and we'll continue to do that through the summer.

You know, equally as important and exciting is sort of the alternative programming that we're working on, both from an interactive perspective as well as community events, movie nights, et cetera, as we, you know, continue to push the utilization of our venues. Excited to be sure.

Great. Thank you both.

Ladies and gentlemen, that concludes our question and answer session, as well as today's call. As a reminder, if you would like to receive alerts for news, reports or other filings, you may subscribe at investors.venu.live. Thank you for your participation, and have a great evening.