Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Purchase and Sale Agreement

On June 5, 2026 (the "Closing Date"), Notes CS I, DST (the "Subsidiary"), a Delaware statutory trust and a controlled subsidiary of Venu Holding Corporation (the "Company"), entered into a Purchase and Sale Agreement dated June 5, 2026 (the "PSA") with O'Neil Roth Ford, LLC, a Colorado limited liability company ("ORF"). Pursuant to the PSA, on the Closing Date, the Subsidiary sold approximately 9.5 acres of land in Colorado Springs, Colorado (the "Property"), on which the Company's Ford Amphitheater was developed and operates, to ORF (the "Sale") for a purchase price of $49,700,000 (the "Purchase Price"). The Sale did not involve the Ford Amphitheater itself, only the ground underlying the amphitheater. ORF is co-owned and co-managed by a shareholder of the Company (the "Shareholder") and the Company's Chief Executive Officer and Chairman (together with the Shareholder, the "Co-Managers").

As part of the Sale and the other transactions described in this Current Report on Form 8-K (this "Current Report"), and to facilitate the sale-leaseback of the Property as described below, Notes Live Real Estate LLC, a wholly-owned subsidiary of the Company ("NLRE"), also conveyed to ORF an approximately 1.1-acre undeveloped parcel of land in Colorado Springs that is adjacent to the Ford Amphitheater (the "Undeveloped Parcel") for a purchase price of $10.00.

Company management negotiated the Sale as part of the Company's broader strategy of utilizing various financing and capital sources to support the development of the Company's projects. Through the Sale, the Company was able to monetize the Property and generate additional liquidity and capital resources to provide additional support to the Company's on-going development activities. The Sale of the Property and the entry into the New Lease (as defined below) are consistent with the Company's previously disclosed sale-leaseback financing strategy, as described in various filings and reports made by the Company with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act").

The Purchase Price was equal to the appraised value of the Property and the Undeveloped Parcel, as determined by an independent third-party appraisal obtained in connection with a secured loan obtained by ORF to acquire the Property (the "Loan"). The Purchase Price was delivered by ORF to the Subsidiary through a combination of a $29,820,000 cash payment at closing from the proceeds of the Loan together with a promissory note in the principal amount of $19,880,000 made by ORF in favor of the Subsidiary, which is secured by a purchase money deed of trust on the Property (the "Note"). The Loan is secured by a 5.5-acre parcel of land that serves as the primary parking structure for the Ford Amphitheater (the "Collateral Parcel"), which is owned by an entity wholly owned by the Shareholder and is leased to NLRE under one of the Company's sale-leaseback transactions. The Collateral Parcel was not sold with the Property or the Undeveloped Parcel in the Sale. As a condition of the Loan, the Co-Managers were required to serve as personal guarantors of ORF's obligations thereunder. The Note bears interest at 4.87% per annum, and ORF is required to make annual payments of interest only beginning on June 1, 2027. The entire unpaid principal balance of the Note is due on June 1, 2046. In connection with the Sale, the Company also agreed to issue to ORF (or its assignees) (each, a "Warrant Holder") warrants (collectively, the "Warrants") exercisable to purchase up to an aggregate of 5,000,000 shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), at an exercise price of $3.79 per share.

The Subsidiary will use a portion of the proceeds of the Sale to fund the redemption of the beneficial interests in the Subsidiary (the "Interests") that are held by third-party Interest holders. Such redemptions are being effected pursuant to Beneficial Interest Purchase and Assignment Agreements entered into by such holders, which provide for the sale and transfer of their Interests in the Subsidiary to Notes Live Real Estate LLC, a Colorado limited liability company and a wholly-owned subsidiary of the Company. Such agreements also provide that the holders consent to the Sale of the Property, acknowledge the amounts payable to them in connection with the redemption of their Interests, and release all claims against the Subsidiary, the Property, ORF, and the Sale proceeds arising from or relating to their Interests.