Venu Holding Corporation Announces Proposed Public Offering

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 intends to offer to sell shares of common stock (“Common Stock”) and/or pre-funded warrants (“Pre-Funded Warrants”) in lieu thereof, and warrants to purchase Common Stock (“Warrants”), in an underwritten public offering. The Company intends to offer, subject to market conditions and other facts, shares of its Common Stock (and/or Pre-Funded Warrants) and Warrants 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 45-day option to purchase additional shares of the Company’s Common Stock (and/or Pre-Funded Warrants) and/or Warrants 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.

ThinkEquity is acting as sole book-runner 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 and The Sunset Broken Arrow, to repay a promissory note in the principal amount of $4.35 million issued in connection with the recent acquisition of property in Centennial, Colorado where VENU intends to develop an indoor music hall and restaurant, 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 ThinkEquity, 17 State Street, 41st Floor, New York, New York 10004, or at the SEC’s website at http://www.sec.gov.