Venu Holding Corp

Evaluation of Disclosure Controls and Procedures

As of March 31, 2026, Venu’s Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of Venu’s “disclosure controls and procedures,” as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Exchange Act, and concluded that the disclosure controls and procedures were not effective as of March 31, 2026 due to the material weaknesses in Venu’s internal control over financial reporting described in our Annual Report on Form 10-K for the year ended December 31, 2025. Venu had limited accounting and finance personnel, which impacted its ability to properly segregate duties relating to Venu’s internal controls over financial reporting. In addition, Venu’s financial close process was not sufficient. While Venu has processes to identify and appropriately apply applicable accounting requirements, Venu plans to continue to enhance its systems, processes, and human capital resources with respect to its accounting and finance functions. The elements of Venu’s remediation plan can only be accomplished over time with the addition of experienced accounting and finance employees and, where necessary, external consultants, and with enhanced accounting systems and financial close processes.

While Venu has processes to identify and appropriately apply applicable accounting requirements, its remediation plan includes the continuation of system enhancements, increased segregation of duties and growth of headcount in our accounting and finance department and/or increased use of third-party professionals with whom Venu consults regarding complex accounting applications. The elements of Venu’s remediation plan can only be accomplished over time with the addition of experienced accounting employees and/or external consultants and with enhanced accounting systems and financial close processes. Over the past year, Venu has strengthened its accounting and finance team, implemented enhanced systems, and continued to refine and evaluate the effectiveness of its internal control over financial reporting, and Venu will continue to evaluate its accounting and finance staffing needs and enhance its systems and improvements to its financial reporting processes. However, there can be no assurance that Venu will be successful in remediating the material weaknesses in its internal control over financial reporting. If Venu is unable to successfully complete its remediation efforts or favorably assess the effectiveness of its internal control over financial reporting, Venu’s operating results, financial position, stock price, and ability to accurately report its financial results and timely file its SEC reports could be adversely affected.

Changes in Internal Control Over Financial Reporting

During the quarter ended March 31, 2026, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls and Procedures

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, under the supervision of our Audit Committee. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.