Venu Holding Corporation Announces Pricing of $75 million 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 the pricing of an underwritten public offering of 18,750,000 shares of common stock (or pre-funded warrants (“Pre-Funded Warrant”) in lieu thereof) and one accompanying warrant per share of common stock or Pre-Funded Warrant (“Warrant”). Each share of common stock or Pre-Funded Warrant is being sold to the public at a price of $4.00 (inclusive of the Pre-Funded Warrant exercise price), for gross proceeds of $75,000,000 before deducting underwriting fees and offering expenses. Each Warrant entitles the holder to purchase one share of common stock at an exercise price of $5.00 per share and will expire five years from the date of issuance. The shares of common stock (or Pre-Funded Warrants) and Warrants can only be purchased together in the offering, but will be issued separately. In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 2,812,500 shares of common stock (or Pre-Funded Warrants) and/or additional 2,812,500 Warrants to cover over-allotments at the public offering price, less the underwriting discount. The offering is expected to close on March 10, 2026, subject to satisfaction of customary closing conditions.

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.

ThinkEquity is acting as the sole book-running manager for the offering.

A registration statement on Form S-3 (File No. 333-291873) relating to the securities was filed with the Securities and Exchange Commission (“SEC”) and became effective on December 8, 2025. This offering is being made only by means of a prospectus. Copies of the final prospectus, when available, may be obtained from ThinkEquity, 17 State Street, 41^st Floor, New York, New York 10004. The final prospectus will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov.