Venu Holding Corp

Unregistered Sales of Equity Securities

Except as set forth below, no securities were sold during or subsequent to the quarter ended June 30, 2026, or through the date of filing of this Quarterly Report, that were not registered under the Securities Act of 1933, as amended (the “Securities Act”), and were not previously disclosed in a report filed by the Company with the SEC.

Pursuant to the Old Mill Note dated February 3, 2026, the Company elected to satisfy the first six months of accrued interest payable to Old Mill through the issuance of Company common stock. The number of shares of Common Stock issued was based on a value of approximately $174,577, determined using the volume weighted average price per share during the preceding ten days during which the NYSE American was open. On August 3, 2026, the Company issued 76,234 shares of common stock to satisfy the accrued interest obligation. The shares were offered and sold pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. The shares were issued in a private transaction to a single investor who had represented to the Company, among other things, that it is a sophisticated investor and acquired the shares for investment purposes and for its own account.