Venu Holding Corp

Insider Trading Arrangements

During the quarter ended March 31, 2026, none of the Company’s directors or officers adopted, modified, orterminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408(a) of Regulation S-K.

Leak-Out Agreements

As previously disclosed, our officers, directors, and certain other shareholders have entered into agreements that contractually restrict their ability to sell or transfer a portion of their shares during the first three-year period in which our Common Stock is listed on a national stock exchange or otherwise publicly quoted on the OTC. With respect to non-affiliates who are subject to similar contractual leak-out restrictions, in most cases such persons are, absent a waiver from the Company, prohibited from selling or transferring greater than 10% of their shares in any twelve-month period through November 25, 2027.

Of the 59,351,055 shares of Common Stock that are issued and outstanding as of May 15, 2026:

Of the aggregate of 15,244,800 shares beneficially owned by our officers and directors as of May 15, 2026:

These leak-out restrictions terminate if, at any time before May 15, 2026, the closing sales price of the Company’s Common Stock is at or above $25 for ten consecutive trading days.

Following the restrictive periods set forth in the agreements described above, and assuming that no parties are released from these agreements and that there is no extension of the restricted period, shares of our Common Stock will be eligible for sale in the public market in compliance with Rule 144 or another exemption under the Securities Act.