Venu Holding Corporation Announces Proposed Public Offering of Common Stock

Venu Holding Corporation (“VENU” or the “Company”) (NYSE American: VENU), a developer and operator of upscale live music venues and premium hospitality destinations, today announced that it has commenced a registered underwritten public offering of its common stock, par value $0.001 (“Common Stock”). The Company intends to offer, subject to market conditions and other facts, $75,000,000 of shares of its Common Stock pursuant to a registration statement on Form S-3 filed with the Securities Exchange Commission (the “SEC”). The Company also expects to grant the underwriters a 30-day option to purchase up to an additional $11,250,000 of shares of the Company’s Common Stock to cover over-allotments, if any, at the public offering price, less the underwriting discount. The offering is subject to market conditions and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

Deutsche Bank Securities and ThinkEquity are acting as joint book-running managers for the proposed offering.

The Company intends to use the net proceeds from the offering to fund a portion of the development costs of The Sunset McKinney, The Sunset Broken Arrow, and The Sunset El Paso, to complete the closing of the Company’s purchase of real property in Centennial, Colorado, to develop an indoor music hall and restaurant on such property, and for working capital and other general corporate purposes.

A registration statement on Form S-3 (File No. 333-291873) relating to the Company’s securities, including the Common Stock, was declared effective by the Securities and Exchange Commission (the “SEC”) on December 8, 2025. The proposed offering will be made only by means of a prospectus supplement and accompanying prospectus forming a part of the effective registration statement. A preliminary prospectus supplement related to the offering will be filed with the SEC and will be available on the SEC’s website located at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to the offering may be obtained, when available, from Deutsche Bank Securities, 1 Columbus Circle, New York, New York 10019 and ThinkEquity, 17 State Street, 41st Floor, New York, New York 10004, or at the SEC’s website at http://www.sec.gov.