Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 1−K

ANNUAL REPORT PURSUANT TO REGULATION A

OF THE SECURITIES ACT OF 1933

For the fiscal year ended December 31, 2025

My Racehorse CA LLC

(Exact name of issuer as specified in its charter)

2456 Fortune Dr., Suite 110, Lexington KY, 40509

(Full mailing address of principal executive offices)

909–740–9175

(Issuer’s telephone number, including area code)

www.myracehorse.com

(Issuer’s website)

Series LLC Interests*

(Title of each class of securities issued pursuant to Regulation A)

(*Certain Series LLC Interests are qualified but not yet issued under Reg. A)

TABLE OF CONTENTS

MY RACEHORSE CA LLC

Use of Terms

Except as otherwise indicated by the context and for the purposes of this Annual Report on Form 1–K only (the “Annual Report”), references in this Annual Report to “we,” “us,” “our”, “MRH”, “our company”, or the “Company” refer to My Racehorse CA LLC, a Nevada series limited liability company.

Special Note Regarding Forward Looking Statements

The information contained in this Annual Report includes some statements that are not historical and that are considered “forward–looking statements”. Such forward–looking statements include, but are not limited to, statements regarding:

Such statements are based upon information currently available to our company, our management, and our interpretation of what is believed to be significant factors affecting our business, including many assumptions regarding future events.

Forward–looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words like “anticipates”, “believes”, “continue”, “could”, “estimates”, “expects”, “intends”, “may”, “might”, “plans”, “possible”, “potential”, “predicts”, “projects”, “seeks”, “should”, “will”, “would” and similar expressions and variations, or comparable terminology, or the negatives of any of the foregoing, but the absence of these words does not mean that a statement is not forward–looking. Actual results, performance, liquidity, financial condition, prospects and opportunities could differ materially from those expressed in, or implied by, these forward–looking statements as a result of various risks, uncertainties and other factors. Actual events or results may differ materially from those discussed in forward–looking statements as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” included in our Offering Statement on Form 1–A (the “Original Offering Statement”; file no. 024–10896) filed with the Securities and Exchange Commission (the “Commission” or “SEC”) on September 10, 2018, and qualified by the Commission on February 22, 2019, as amended and supplemented by post–qualification amendments to date, as well as our Offering Statement on Form 1–A (file no. 024–11808) (the “2022 Offering Statement”) filed with the SEC on February 22, 2022, and qualified by the Commission on May 2, 2022, as amended and supplemented by post–qualification amendments to date, and our current Offering Statement on Form 1–A (file no. 024-12611) filed with the SEC on May 2, 2025, and qualified by the Commission on May 29, 2025, as amended and supplemented by post–qualification amendments to date (the “Current Offering Statement and together with the Original Offering Statement, and the 2022 Offering Statement, the “Offering Statements”) and matters described in this Annual Report generally. In light of these risks and uncertainties, there can be no assurance that the forward–looking statements contained in this Annual Report will in fact occur.

Potential investors should not place undue reliance on any forward–looking statements, and should not make an investment decision based solely on these forward–looking statements. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward–looking statements, whether as a result of new information, future events, changed circumstances or any other reason.

Although the forward–looking statements in this Annual Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. The projections, estimates and expectations are presented in this Annual Report only as a guide about future possibilities and do not represent actual amounts or assured events. All the projections and estimates are based exclusively on our management’s own assessment of our business, the industry in which we work and the economy at large and other operational factors, including capital resources and liquidity, financial condition, fulfillment of contracts and opportunities. Consequently, and because forward–looking statements are inherently subject to risks and uncertainties, the Company cannot guarantee future results, and the actual results and outcomes may differ materially from the results and outcomes discussed in the forward–looking statements. You are urged to carefully review and consider the various disclosures made by us in this Annual Report, in the Current Offering Statement (and as amended and supplemented by post–qualification amendments to date) and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

ITEM 1. BUSINESS

Explanatory Note

The Original Offering Statement was filed by the Company on September 10, 2018, and has been amended by the Company on numerous occasions since that date. The Original Offering Statement, as amended by pre–qualification amendments, was qualified by the Commission on February 22, 2019. Since that date, certain post–qualification amendments to the Original Offering Statement have also been qualified by the Commission. On February 22, 2022, the Company filed the 2022 Offering Statement which was qualified by the Commission on May 2, 2022, as amended and supplemented by post–qualification amendments to date. On May 2, 2025, the Company filed the Current Offering Statement which was qualified by the Commission on May 29, 2025, as amended and supplemented by post–qualification amendments to date. All current active and future offerings have been or will be offered under the Current Offering Statement for so long as such offering statement is effective.

The Series already qualified under the Offering Statements as of the date hereof are as follows:

Original Offering Statement (File No. 024–10896)

2022 Offering Statement (File No. 024–11808)

Current Offering Statement (File No. 024-12611)

___________________

(1) Series New York Claiming Package is comprised of two (2) horses, (i) a 2016 Filly named, Augusta Moon, and (ii) a 2015 Colt named, Hizaam. On December 22, 2019, Augusta Moon, one of the two Underlying Assets of Series New York Claiming Package, was claimed/purchased from a race for $35,000. See below for more information.

(2) Series The Filly Four is comprised of four (4) horses, (i) a 2018 Filly named, Moonlight d’Oro (formerly Venetian Sonata 18), (ii) a 2018 Filly named, Joyful Addiction (formerly My Sweet Addiction 18), (iii) a 2018 Filly named, Lady Valentine (formerly My Lady Lauren 18), and (iv) a 2018 Filly named, Shared Empire (formerly Sapucai 18).

(3) Series NY Exacta is comprised of two (2) horses, (i) a 2018 Filly named Quick Conversation, and (ii) a 2018 Colt named Psychedelic Shack.

(4) Series Future Stars Stable is comprised of fourteen (14) horses, (i) a 2019 Colt named, Man Among Men, (ii) a 2019 Filly named, Frosted Oats, (iii) a 2019 Filly named, Infinite Empire (formerly Tapitry 19), (iv) a 2019 Filly named, Sixtythreecaliber (formerly Classofsixtythree 19), (v) a 2019 Colt named, Provocateur (formerly Cayala 19), (vi) a 2019 Filly named, A Mo Reay (formerly Margaret Reay 19), (vii) a 2019 Colt named, Can’t Hush This (formerly Awe Hush 19), (viii) a 2019 Filly named, Above Suspicion (formerly Exonerated 19), (ix) a 2019 Colt named, Ancient Royalty (formerly Speightstown Belle 19), (x) a 2019 Filly named, Sacred Beauty (formerly Consecrate 19), (xi) a 2019 Filly named Inalattetrouble (formerly Latte Da 19), (xii) a 2019 Filly named, Dolce Notte (formerly Midnight Sweetie 19), (xiii) a 2019 Colt named, Lookwhogotlucky (formerly Ambleside Park 19), and (xiv) a 2019 Colt named, Quantum Theory (formerly Athenian Beauty 19).

(5) Series Chad Brown Bundle is comprised of three (3) horses, (i) a 2020 Filly named Night Combat, (ii) a 2020 Colt named Three Jewels and (iii) a 2020 Filly named Ein Gedi.

(6) Series Royal Duet is comprised of two (2) horses, (i) a 2021 Filly named San Saria 21 and (ii) a 2021 Colt named La Cuvee 21.

(7) Series STG Broodmare Band is comprised of seven (7) horses, (i) a 2019 Broodmare named Joke Sisi (CHI) in foal to Yaupon, (ii) 2025 Colt named Joke Sisi 25, (iii) a 2018 Broodmare named Community Adjusted is to be bred to Fierceness, (iv) 2025 Filly named Community Adjusted 25, (v) 2026 Colt named Community Adjusted 26, (vi) a 2019 Broodmare named Tiffany’s Mo in foal to Locked, , (vii) 2025 Colt named Tiffany’s Mo 25. See related Form 1-U filings for updates to Series STG Broodmare Band since the offering.

(8) Series Broodmare Band 26 is comprised of four (4) horses, (i) a 2021 Broodmare named Littlest Warrior is to be bred to Seize the Grey , (ii) 2026 Colt named Littlest Warrior 26, (iii) 2026 Filly named Lazara 26, and (iv) 2026 Colt named Sintra 26. See Form 1-U filings for updates to Series Broodmare Band 26 since the offering.

Active Series

Of such Series, the following Series Interests have been qualified under Regulation A and are actively selling Series Interests as of the date hereof:

Closed Offerings

Of such Series, the following Series Interests have been qualified under Regulation A and have subsequently either been terminated or closed after selling out of such Series Interests as of the date hereof:

 

	(6)	On March 25, 2020, the Company acquired an additional 9% interest in Solar Strike (Series Sunny 18), taking its total interest to 60%. As such, the Company has added an additional 900 Series Sunny 18 Interests to the Original Offering Statement to be qualified on the same terms as previously sold such that 6,000 Series Sunny 18 Interests are authorized in Series Sunny 18. On July 27, 2020, the Company elected to geld Solar Strike due to health and safety concerns. Solar Strike still has the ability to race but will no longer be able to breed. In connection with the gelding, the Company and Spendthrift entered into an amendment to the Solar Strike Co–Ownership Agreement to clarify the right to geld and the effect of gelding on breeding rights and bonuses. See also the Company’s Form 1–U filed with the SEC on July 28, 2020.   On November 23, 2020, the Company purchased the remaining 40% ownership interest in Solar Strike, the 2018 Colt that is the Underlying Asset of Series Sunny 18. As a result, Series Sunny 18 will now hold a 100% interest in Solar Strike. In exchange, Series Sunny 18 now also has responsibility for 100% of the operating expenses associated with Solar Strike. See also the Company’s Form 1–U filed with the SEC on November 30, 2020.   On July 19, 2020, the Series Sunny 18 Offering was sold out and closed.   On July 20, 2021, Solar Strike was sold for nominal value to a qualified individual. After making the applicable, pro rata distribution payment to members of Series Sunny 18, net of any and all expenses, the Manager intends to terminate and wind up Series Sunny 18 because Series Sunny 18 would no longer have any assets or liabilities. See also the Company’s Form 1–U filed with the SEC on July 26, 2021.
	(7)	Series The Filly Four is comprised of four (4) horses, (i) a 2018 Filly named, Venetian Sonata 18, (ii) a 2018 Filly named, My Sweet Addiction 18, (iii) a 2018 Filly named, My Lady Lauren 18, and (iv) a 2018 Filly named, Sapucai 18.   As of April 1, 2022, the Manager is closing the account for Series The Filly Four which has held ownership interests in four 2018 fillies – Shared Empire (Pioneer of the Nile out of Sapucai), Lady Valentine (Into Mischief out of My Lady Lauren), Joyful Addiction (Munnings out of My Sweet Addiction) and Moonlight d’Oro (Medaglia d’Oro out of Venetian Sonata). All four fillies retired from racing for Series The Filly Four and have been sold. Moonlight d’Oro is the final sale as of April 1, 2022. The sale of Moonlight d’Oro was completed via a private sale instead of public auction and this necessitated the amendment of the November 25, 2019 Agreement of Purchase of Sale and Co–Ownership (the “Co–Ownership Agreement”). The amendment to the Co–Ownership Agreement is titled “Addendum to Agreement of Purchase, Sale, and Co–Ownership”, is dated as of March 31, 2022. See also the Company’s Form 1–U filed with the SEC on February 24, 2022. After making the pro rata distribution payment, if any, to members of Series The Filly Four, net of any and all Expenses, the Manager intends to terminate and wind–up Series The Filly Four because Series The Filly Four would no longer have any assets or liabilities. See also the Company’s Form 1–U filed with the SEC on April 6, 2022.
	(8)	Series NY Exacta is comprised of two (2) horses, (i) a 2018 Filly named, Quick Conversation, and (ii) a 2018 Colt named, Psychedelic Shack
	(9)	Series Future Stars Stable is comprised of fourteen (14) horses, (i) a 2019 Colt named, Man Among Men, (ii) a 2019 Filly named, Frosted Oats, (iii) a 2019 Filly named, Infinite Empire (formerly Tapitry 19), (iv) a 2019 Filly named, Sixtythreecaliber (formerly Classofsixtythree 19), (v) a 2019 Colt named, Provocateur (formerly Cayala 19), (vi) a 2019 Filly named, A Mo Reay (formerly Margaret Reay 19), (vii) a 2019 Colt named, Can’t Hush This (formerly Awe Hush 19), (viii) a 2019 Filly named, Above Suspicion (formerly Exonerated 19), (ix) a 2019 Colt named, Ancient Royalty (formerly Speightstown Belle 19), (x) a 2019 Filly named, Sacred Beauty (formerly Consecrate 19), (xi) a 2019 Filly named Inalattetrouble (formerly Latte Da 19), (xii) a 2019 Filly named, Dolce Notte (formerly Midnight Sweetie 19), (xiii) a 2019 Colt named, Lookwhogotlucky (formerly Ambleside Park 19), and (xiv) a 2019 Colt named, Quantum Theory (formerly Athenian Beauty 19.   On December 18, 2020, the Company filed Post–Qualification Amendment No. 20 to its offering statement on Form 1–A with the SEC and disclosed that all of the Series Interests offered for Series Future Stars Stable were sold out as of November 21, 2020. However, certain investors that tried to purchase Series Interests of Series Future Stars Stable were not able to complete their transaction because of failed ACH payment attempts. As a result, the Company is reoffering only those remaining amounts of Series Interests in Series Future Stars Stable that were not sold.   On April 26, 2021, Ancient Royalty, one of the underlying assets of Series Future Stars Stable, died. The Company held mortality insurance on Ancient Royalty. See the Company’s Form 1–U filed with the SEC on April 30, 2021. Due to the value of mortality insurance and the large volume of other assets in Series Future Stars Stable, the Series Future Stars Stable Offering will remain active.   On May 11, 2021, the Series Future Stars Stable Offering was sold out and closed.

Description of the Business – Business of the Company (Overview)

MyRacehorse democratizes the ownership of racehorses and allows fans to experience the thrill, perks, and benefits of ownership at a fraction of the historical cost. This includes everything from behind-the-scenes engagements with the horse, jockey, and trainers to exclusive on-track experiences and a pro-rata share of any financial gains that the ownership may create.

The Company, in collaboration with the Manager, Experiential, has quickly emerged as what management believes to be one of the most successful stables in horse racing over the past several years. The Company has recorded 181 wins out of 1,061 races run since operations began in 2016 and has won four of the most prestigious races in the sport: the Kentucky Derby (2020 – Authentic), The Preakness Stakes (2024 – Seize the Grey), the Breeders’ Cup Classic (2020 – Authentic), and the Breeders’ Cup Sprint (2024 – Straight No Chaser).

MyRacehorse was named the 2020 “New Owner of the Year” by OwnerView in a joint effort between industry leaders The Jockey Club and the Thoroughbred Owners and Breeders’ Association. The award recognizes a new Thoroughbred owner who has been successful in the sport and has had a positive impact on the industry.

This success is largely due to the depth and breadth of the racing and bloodstock team employed by the Manager. The team has over 100 years of combined experience buying, selling, and managing thoroughbred racehorses. Team members work closely with all stakeholders who influence the outcomes of racehorses, including trainers, jockeys, racing secretaries, and veterinarians. The Manager has also built out a robust team of content developers that keep Investors informed of critical aspects of their racehorse ownership. These updates are delivered in the form of video, text, live streams, and photos through the MyRacehorse™ Platform.

The Company was formed in the state of Nevada as a series limited liability company on December 27, 2016. While MyRacehorse has operated for several years and has demonstrated success on the racetrack, its financial history is still developing. Long-term profitability and financial trends are still evolving, and the Company cannot guarantee that it will be successful in its business operations. Its business is subject to risks inherent in operating and scaling a business enterprise, including managing capital resources, potential cost overruns, and fluctuations in expenses such as marketing, administrative costs, accounting and audit fees, and legal fees related to filings and regulatory compliance.

Racehorse Ownership Interests

The Company, through individual Series, intends to purchase interests in thoroughbred horses. The Series’ percentage ownership in a specific horse is determined on a series-by-series basis. In all Series, the Company and its Manager will maintain sufficient management, authority, control, and input into the initial due diligence and subsequent day-to-day operating decisions (which may be delegated to certain trainers, stable hands, veterinarians, etc., subject to the authority of the Manager), including training, maintenance, and upkeep of an Underlying Asset in order to add value to the Series.

In all Series, the Manager has authority, control, and access to the key stakeholders in the day-to-day training of the racehorse, allowing the Manager to make key decisions that include, but are not limited to, keeping a horse intact versus gelding, running in claiming or restricted races, changing a trainer, changing a racing circuit, increasing, decreasing, or maintaining the insurance policy coverage (if any), and selling or increasing ownership interests through either a partner buyout or exercising a right of first refusal.

As an owner of a racehorse, the individual Series will receive a percentage of the purse winnings that is equal to its ownership percentage, as well as other revenue-generating events, including but not limited to claiming races (which may result in a sale of a racehorse held by a Series), sales of the racehorse, marketing or sponsorship activities, and the sale of future breeding rights. A possible exemption to these entitled revenue streams would be in a Racing Lease, and those exemptions would be clearly outlined on the MyRacehorse Platform offering page and the Description of such Series in this Offering Circular.

Similarly, the individual Series will be responsible for the expenses of the racehorse at a rate equal to its ownership percentage. These expenses will often be payable directly by the Series pursuant to the rights of its partnership, syndicate, or operating agreement (“Co-Ownership Agreements”) with other co-owners of an Underlying Asset. Copies of such Co-Ownership Agreements for each respective Series are attached as exhibits hereto, and descriptions of such terms are included with each Series’ respective description herein.

The Co-Ownership Agreements clearly delineate the decision-making and dispute resolution processes regarding the management of the horse and delegate those key authorities to the Manager. The management of the horse includes but is not limited to decisions made and executed by the Manager on the boarding, training, racing schedule, veterinary care, and insurance on a horse. The Company, through the individual Series, only enters into Co-Ownership Agreements that empower the Manager to have major decision rights, authority, control, and access to all key stakeholders and key information regarding the horse. The access to information and stakeholders is required to make optimal decisions surrounding the Underlying Asset in the Series.

The Manager and its personnel will maintain control over key operating decisions of the Underlying Asset of such Series. The Manager intends for the Series to maintain a sufficient level of control over the Underlying Asset by:

When a Series becomes an owner of the horse, the Series’ Members may be able to enjoy some of the benefits and privileges of owning a horse. This includes the ability to visit the horse at the trainer’s barns, visit the paddock before any race the horse is in, interact with the jockey before the race, and have their photo taken in the winner’s circle if the horse wins a race. Some of these Membership Experience Programs are included with Series membership, while others may require additional payments by Investors and would be attributable as revenue to the Company.

Since the Member is not a direct owner but an indirect owner of the horse, they must be accompanied by someone that is licensed by the state’s racing authority. There is no guarantee that a licensed person will be available to accompany a Member upon request. The benefits and privileges associated with a Member Interest are conditional upon compliance with the Manager’s and the Series’ Code of Conduct as outlined in the Terms of Service on the MyRacehorse™ Platform.

Racing Leases

As an alternative to the Co-Ownership structures discussed above, which include the purchase, sale, and breeding rights associated with the full ownership of a horse, for certain Series, the Company, through individual Series, may enter into lease agreements or “racing leases,” which will entitle the Series to the exclusive right to “all of the racing qualities of an ownership interest in the horse,” including the operation of such horse during a set racing term (typically one year) in exchange for an upfront lease fee.

The Series’ percentage lease interest in a specific horse is determined on a series-by-series basis. This means that the Series will enter into an agreement with other owners of the Underlying Asset (“Owners”), which will govern the rights of the Series during the lease term and the operation of the Underlying Asset (the “Lease Agreement”).

As with Co-Ownership structures, the Company, directly or indirectly, is engaged daily on key operating decisions and has approval rights over a broad range of day-to-day operational matters that directly impact the value of the Lease Agreements for such Underlying Asset of a Series.

As the lessee of a racehorse, the individual Series will receive a percentage of the purse winnings that is equal to its lessee percentage, as well as other revenue-generating events and marketing and advertising-related revenues. Similar to the Co-Ownership arrangements, the individual Series in the Lease Agreement will be responsible for the expenses of the racehorse at a rate equal to its lessee percentage. These expenses will often be payable directly by the Series.

At the end of such lease term, however, the ownership rights in the horse revert back to the Owner along with the obligation to cover any future expenses associated with such horse. In the event that the Owner intends to retire the horse and elects to terminate the Lease Agreement due to health, breeding, or economic interest concerns, the pro rata portion of the lease fee remaining on the Series will be repaid to the Series.

The Company’s intent with racing leases is to capture the value of the racing career of said horse without the complexities, time, and expense associated with the purchase, sale, or breeding of a horse outside of its useful racing life.

Breeding Interests

Stud Process

The most successful male racehorses, can be candidates for acquisition by a stallion farm to breed the horse, and therefore pass on his pedigree to future progeny. Based on both the horse’s pedigree, and his on-track success, the stallion farm will make an offer to acquire a portion or the entirety of the horse to stand at stud. Stallion Deals are negotiated by the Manager and the Manager will look to maximize the potential return on the sale or partial sale. Upon retirement from racing, the horse will become a Stallion, and be paid for each breeding services. It is customary in the industry that a Stud Fee is established at the beginning of the breeding season (February- June), and that the Breeder will pay an amount equal to the Stud Fee upon successful foaling. Generally this is referred to as “stand and nurse”, meaning that the resulting foal will be able to stand and nurse on its own, thus finalizing the contract for the payment of the Stud Fee. The most desirable Stallions, can breed upwards of 200 Mares in a given breeding season.

Female racehorses, can be candidates to become a Broodmare based on either their pedigree, their on-track success or both. Broodmare prospects can be are acquired by a traditional breeding operation, or an individual or entity, which will decide on the Stallion they would like to breed the Broodmare to, in an effort to pass on the pedigree to future progeny and develop a valuable foal in the process. The horse’s pedigree and the on-track success will dictate the value of the horse if offered for sale. Generally, these horses are sold at public auction, but they can be sold via a private sale which would be negotiated by the Manager, and the Manager will look to maximize the potential return on the sale or partial sale. Upon retirement from racing, the owner of the Broodmare, is responsible for paying each breeding service (Stud Fee). It is customary in the industry that a Stud Fee is established at the beginning of the breeding season (February- June), and that the Breeder will pay an amount equal to the Stud Fee upon successful foaling. Generally, this is referred to as “stand and nurse”, meaning that the resulting foal will be able to stand and nurse on its own, thus finalizing the contract for the payment of the Stud Fee. The owner of the Broodmare is the owner of the resulting Foal.

Upon birth, the Stallion becomes the male parent of the Foal (a “Sire”) and the Mare becomes the female parent of the Foal (a “Dam”).

The price paid by the owner of a Mare to the owner of a Stallion (a “Stud Fee”).

A successful Stallion that is sold at the end of a Series life stands “at Stud” following the ending of its racing life.

Broodmare Interests

Alternatively, the Company may acquire an interest in an Underlying Asset which is a Broodmare. These Broodmare interests present a unique look at the strategic aspect of thoroughbred racing, breeding and related activities through the lifecycle in a much earlier stage than typical racehorse auctions. As an owner of the Broodmare, the Series will rely on the Manager to work and use its expertise to determine what Stallion presents the best opportunity for a successful breeding. As the owner of the Broodmare the Series will have the responsibility to pay the posted Stud Fee for the Stallion services, and the resulting Foal will be owned by the Series. The Series may decide at that time to sell the foal prior to a racing career or retain the Foal until it is old enough to commence a racing career. The Series will also have the ability to retain or sell the Broodmare. Each year the Manager will select a Stallion (could be same or different than prior years) and breed the horse which may result in a subsequent foal. The value of the Broodmare is highly dependent on the success of their progeny once they have had their progeny make the races.

Size of the Thoroughbred Business

The Thoroughbred racing and breeding industry plays a significant role in the U.S. economy. According to the American Horse Council’s 2023 National Economic Impact Study, the horse racing industry contributes approximately $79 billion annually to the U.S. economy and supports 1.7 million jobs across breeding, training, wagering, and racetrack operations. The direct impact from Thoroughbred racing, breeding, and related activities is estimated at $15.6 billion annually (Source: American Horse Council, 2023).

Betting and Wagering

Horse racing generates substantial revenue through pari-mutuel wagering. In 2023, total wagering handle on U.S. horse races was $11.8 billion, a slight decrease from $12.2 billion in 2022, due to racetrack closures and a reduction in the number of race days (Source: Equibase, 2024).

Major racing events continue to attract significant betting activity and attendance. The 2023 Kentucky Derby saw a record handle of $188.7 million, with 150,335 attendees at Churchill Downs (Source: Churchill Downs, 2024). The 2023 Breeders’ Cup at Santa Anita Park reported $189.1 million in total handle and 118,043 total attendees over the two-day event (Source: Breeders’ Cup Ltd., 2024).

Thoroughbred Sales & Breeding

The Thoroughbred bloodstock market remains strong, with competitive sales figures at public auctions.

High-performing stallions continue to be in demand, with top sires commanding six-figure stud fees. Some of the most commercially successful stallions breed over 200 mares per season, further fueling the Thoroughbred market.

Market Trends & Future Outlook

While racing remains a major economic driver, challenges such as track closures and regulatory changes impact the industry. The sport continues to adapt to shifting gambling trends, with the rise of online wagering platforms and sports betting integration influencing future growth. Despite these challenges, the demand for elite racing prospects and breeding stock remains strong, particularly at premier auctions and racing events (Sources: The Jockey Club, IFHA Annual Report, 2024).

Plan of Operations

Each Series acquires a racehorse through public auction or private sale using funds from the Offering. The horse is then added to the MyRacehorse™ Platform, where accredited and non-accredited investors have the opportunity to purchase fractional interests in the Series.

Once an Investor subscribes to a Series and is accepted, they gain access to certain investment rights and membership benefits, including:

Each Series will remain open for as long as the Underlying Asset is actively owned, typically between two to six years, depending on the horse’s racing career. Once a horse reaches the end of its racing career, it will either be sold or retired, at which point the Series will be closed.

Upon dissolution of the Series, any remaining cash in the Series will be distributed to Investors based on the Company’s distribution plan.

An investment in a Series does not constitute direct ownership of a racehorse and does not necessarily make a Series member eligible for a state-based horse racing owner license. While MyRacehorse may refer to its Investors as “owners” or “partners” in marketing and customer communications, this terminology reflects their status as members of a Series that owns the horse and does not imply direct individual ownership of the Underlying Asset.

Memorabilia and Intellectual Property Rights

All memorabilia associated with a horse’s racing career, including but not limited to trophies, saddle towels, halters, and race-won awards, shall remain the property of the Manager. The Manager will make best efforts to bring major trophies and memorabilia to race days or special events to allow Investors to view or take pictures, but this is not guaranteed.

The Manager reserves the right to allocate memorabilia through Owner lotteries, sell memorabilia through the MyRacehorse™ Platform, or donate it for charitable purposes. Memorabilia may also be used in the Retail for a Purpose program, where 100% of proceeds support equine aftercare initiatives.

Additionally, all intellectual property rights related to the horse, including its name and likeness, shall be retained exclusively by the Manager. The Manager may use the horse’s name, image, and branding for merchandise, including apparel, photography, and collectibles, which may be sold through the MyRacehorse™ shop or other platforms. No royalties or financial consideration will be due to the Series from such sales.

Deciding on a Horse

When selecting horses for acquisition, the Manager evaluates a variety of factors to maximize the potential success of each Series. The Manager employs experienced bloodstock professionals and racing experts and also contracts with independent consultants to ensure informed decision-making.

MyRacehorse acquires horses through multiple channels, including:

Before any purchase, each potential acquisition undergoes a rigorous evaluation process, considering the following factors:

Race Selection and Management

Race selection is a critical factor in managing a racehorse’s career. The Manager, in collaboration with trainers and other experts, carefully evaluates each horse’s condition, racing circuit, and competition level to optimize performance and earning potential.

Factors considered when selecting races include:

The Manager takes a strategic and individualized approach to race placement, balancing competition level, purse earnings, and long-term horse development. While race selection is made with an emphasis on maximizing potential returns, horse welfare always comes first.

Competition

The Company, under the advisement and stewardship of its Manager, believes it is becoming one of the more prominent and successful racing stables in the United States. Competing at the highest levels of Thoroughbred racing requires a balanced approach that combines expert bloodstock selection, strategic race management, well-planned exit strategies, and strong partnerships with top trainers.

MyRacehorse competes successfully by leveraging:

Competition in the horse racing business is strong and requires continuous adaptation to market conditions, breeding trends, and racing regulations. The Company’s ability to navigate this environment is a direct reflection of the expertise and decision-making of the Manager.

Government Regulation

State-by-State Regulation

Horse racing in the United States is regulated at the state level, resulting in a fragmented system with varying rules, licensing requirements, and enforcement mechanisms across different jurisdictions. Each state has its own racing commission or board that oversees racing operations, wagering, licensing, and horse welfare. These commissions have broad authority, including:

Because regulations vary by state, horse owners and trainers must navigate different rules, medication thresholds, and licensing procedures depending on where a horse races.

Horseracing Integrity and Safety Act (HISA)

The Horseracing Integrity and Safety Act (HISA) was enacted in 2020 to introduce national uniformity in key areas of Thoroughbred racing, particularly medication control and racetrack safety (Source: HISA, 2024). HISA created the Horseracing Integrity and Safety Authority (the “Authority”), a private, independent entity overseen by the Federal Trade Commission (FTC).

HISA has two primary regulatory components:

Challenges and Opposition to HISA

HISA has faced significant legal challenges and resistance from some racing jurisdictions. Notably:

Despite opposition, HISA continues to expand its regulatory reach, with additional rules on racehorse welfare, veterinary transparency, and equine retirement programs under development.

Regulatory Uncertainty and Impact on MyRacehorse

Because horse racing remains primarily state-regulated, and HISA is still evolving, racing regulations may continue to change over time. The Company, in coordination with its trainers and legal advisors, actively monitors regulatory developments to ensure compliance across different racing jurisdictions. However, Investors should be aware that:

The Company will continue to adjust its racing operations and compliance strategies as necessary to navigate the evolving regulatory environment.

Operating Expenses

To enable a no required out-of-pocket additional cash model—allowing Investors to make a one-time payment for racehorse ownership—the Company maintains an Operating Expense Reserve to cover future Operating Expenses. The Operating Expense Reserve ensures that each Series has the funds necessary to cover ongoing costs related to the horse’s care, racing, and administrative requirements without requiring additional capital contributions from Investors.

How It Works:

Breakdown of Operating Expenses:

Operating Expenses are costs and expenses attributable to the activities of the Series (collectively, “Operating Expenses”), which may be as much as or greater than the actual cost of the interest in the Underlying Asset, including:

Managing Operating Expense Shortfalls

For most Offerings, a significant portion of proceeds is allocated to an Operating Expense Reserve to cover Upkeep Fees and other Operating Expenses. However, if expenses exceed available funds, the Manager may:

Until a Series generates revenue from racing or asset sales, Upkeep Fees will be the primary source of expense coverage. If the Manager incurs Operating Expenses on behalf of a Series, it may choose not to seek reimbursement if expenses exceed revenues and reserves.

Investor Liability

Regardless of the type of Offering, an Interest Holder is only liable for their agreed-upon capital contributions. If no such capital remains at dissolution, an Interest Holder will not be responsible for any unpaid debts or liabilities of the Series, including Operating Expenses Reimbursement Obligations.

Indemnification of the Manager

To the fullest extent permitted by applicable law, subject to approval of each Series Manager, all officers, directors, shareholders, partners, members, employees, representatives or agents of the Manager or a Series Manager, or their respective affiliates, employees or agents (each, a “Covered Person”) shall be entitled to indemnification from such Series (and the Company generally) for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Series Manager, or such Series and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement and any Series Agreement, except that no Covered Person shall be entitled to be indemnified for any loss, damage or claim incurred by such Covered Person by reason of fraud, deceit, gross negligence, willful misconduct or a wrongful taking with respect to such acts or omissions; provided, however, that any indemnity under the Operating Agreement shall be provided out of and to the extent of the assets of the such Series only, and no other Covered Person or any other Series or the Company shall have any liability on account thereof.

To the fullest extent permitted by applicable law, subject to approval of a Series Manager, all expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by such Series prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by such Series of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in the Operating Agreement.

Description of the Management Agreement

Each Series appoints the Manager, Experiential Squared, Inc., to oversee all aspects of the Series’ ownership and management of the Underlying Asset pursuant to that certain management services agreement, dated September 7, 2018, as amended by the first amendment to management services agreement dated February 22, 2022 (together, the “Management Agreement”). The Manager provides day-to-day oversight of racehorse operations, financial management, and investor engagement through the MyRacehorse™ Platform.

Services Provided by the Manager

Under the Management Agreement, the Manager is responsible for:

The Management Agreement has a term of one year, with automatic one-year renewal periods unless the Company provides written notice of termination at least sixty days prior to the expiration of the current term.

Fee Structure

As part of the Management Agreement, the Manager is compensated for its services through a structured fee system, which consists of:

o 5% of the Final Sale Gross Proceeds up to the purchase price of the Underlying Asset.

o 20% of the amount exceeding the original purchase price (i.e., the appreciation).

For example, if a Series acquires a horse for $100,000 and later sells it for $150,000, the Manager’s final gross proceeds fee would be:

“Final Sale Gross Proceeds” are defined as the sum of all money generated by the sale of a horse owned by a Series, prior to any deductions for expenses. Underlying Asset appreciation is calculated as the gross sale price minus the gross purchase price.

A copy of the Management Agreement is filed as Exhibit 6.1 hereto and incorporated by reference herein, as amended by the First Amendment to Management Services Agreement filed as Exhibit 6.2 hereto and incorporated by reference herein.

Facilities

The Manager is located at 2456 Fortune Dr., Suite 110, Lexington, Kentucky 40509, and has a three-year lease on the facility. The Manager presently has approximately 23 employees, 5 independent contractors, and 1 advisor. The Company does not have any employees.

Legal Proceedings

None of the Company, any series, the Manager, or any director or executive officer of the Manager is presently subject to any material legal proceedings.

Allocation of expenses

To the extent relevant, Offering Expenses, Operating Expenses, revenue generated from interests in underlying assets and any indemnification payments made by the Company will be allocated amongst the various interests in accordance with the Manager’s sole discretion. The Manager intends to allocate items that are allocable to a specific series to be borne by, or distributed to (as applicable), the applicable series of interests. If, however, an item is not allocable to a specific series but to the Company in general, it will be allocated pro rata based on the value of interests in underlying assets (e.g., in respect of asset level insurance) or the number of interests, as reasonably determined by the Manager.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

The Company was formed in the State of Nevada as a series limited liability company on December 27, 2016. Since our inception, we have been engaged primarily in acquiring a collection of horses for use in racing (each, an “Underlying Asset”). The Company, through individual Series, takes ownership in a particular racehorse or group of racehorses (all of the series of the Company offered in such racehorse(s) may collectively be referred to herein as the “Series”, and each, individually, as a “Series”; The interests of all Series in such racehorse(s) may collectively be referred to herein as the “Interests”, and each, individually, as an “Interest”). By doing so, the Company’s goal is to democratize the ownership of such racehorses, and allow fans to experience the thrill, perks and benefits of racehorse ownership at a fraction of the historical cost. This includes everything from the behind the scenes engagements with the racehorse, the jockey and trainers as well as exclusive on–track experiences, and a portion of financial gains that the ownership in such racehorse potentially creates if its breeding rights are sold, if it wins a “purse” at a racing event, if marketing or sponsorship ads are sold, or if it is claimed or sold.

We are managed by Experiential Squared, Inc. (“Experiential” or the “Manager”), a Delaware corporation incorporated in 2016. Experiential provides expert horse racing management services and owns and operates a mobile app–based crowd–funding platform called MyRacehorse™ (the MyRacehorse™ platform and any successor platform used by the Company for the offer and sale of Series interests, is referred to as the “MyRacehorse™ Platform”), which is licensed to the Company pursuant to the terms of that certain Management Services Agreement (the “Management Agreement”), through which Investors may indirectly invest, through Series of the Company’s interests, in fractional racehorse ownership interests that have been historically difficult to access for many market participants. Through the use of the MyRacehorse™ Platform, Investors can browse and screen racehorses, make potential investments in such racehorses, and sign legal documents electronically. It is the intent of the Company and its Manager to manage and retain decision-making authority over the initial due diligence and subsequent training, maintenance and upkeep of the racehorses.

Experiential employs a team of horse racing experts that has allowed the Company to become one of the most successful horse racing stables in the United States over the past few years. The team has collectively over 100 years of experience buying, managing, and analyzing racehorses. This depth of expertise has led to over 181 wins  since launching the stable in June of 2018 through June 2024. The wins have been achieved at the highest level in US horse racing including winning the Breeders’ Cup Classic, the Breeders’ Cup Sprint, The Preakness Stakes and the Kentucky Derby. Experiential is considered a highly active racing manager through its strategically located staff in California, New York, and Kentucky (the three major markets for horse racing) and other racing markets as well. Experiential is in daily contact with the trainers and partners regarding all aspects of the racehorses under their management. Experiential also has retained a world–renowned resident veterinarian to actively review the horses in their stable for health and performance. In addition, they have access to several premium data sources that allows their horse racing experts to review speed figures, race results, pedigrees, and conditions to maximize performance of their bloodstock.

We have completed many offerings of Interests as set forth in the table below under “Operating Results” and continue to launch subsequent offerings for other series on an ongoing basis. The information contained in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” is in relation to the Company as a whole, which is made up of a number of separate series and Underlying Assets. The purchase of membership interests in a Series of the Company is an investment only in such Series and not an investment in the Company as a whole or any other Series.

As of December 31, 2025, the Manager has loaned the Company a total of $3,842,776 (excluding accrued interest) in connection with the acquisition of these Underlying Assets. See Note 4 to Audited Financial Statements as of December 31, 2025 – Advances from Manager and Note 7 – Related Party Transactions of the Notes to the Financial Statements for more information regarding the loans/advances from officers of the Manager or the Manager.

There is limited historical financial information about us upon which to base an evaluation of our performance. We are an emerging growth business with limited operating history, and we are considered to be a development stage company, since we are devoting substantially all of our efforts to establishing our business, and our planned principal operations have only recently commenced. We cannot guarantee that we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns, such as increases in marketing costs, increases in administration expenditures associated with daily operations, increases in accounting and audit fees, and increases in legal fees related to filings and regulatory compliance.

Operating Results – For the Years Ended December 31, 2025 and 2024

As of December 31, 2025, the following Series and related race horses have been created and are being offered pursuant to either (i) Rule 506(c) of Regulation D or (ii) the Offering Statements: