Venu Holding Corp

For the period ended Aug 21, 2026. Filed Aug 21, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Aug 21, 2026 · Filed Aug 21, 2026

VENU$1.30-2.3%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

(Exact Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

1755 Telstar Drive

Suite 501

Colorado Springs, Colorado 80920

August 21, 2026

Dear Fellow Shareholders:

I am pleased to invite you to attend the Annual Meeting of Shareholders of Venu Holding Corporation (“VENU”) on Wednesday, September 23, 2026, at 9:30 a.m. Mountain Daylight Time. The Annual Meeting will be held virtually, and we encourage you to join us athttps://vote.colonialstock.com/VENU2026.

VENU is redefining how fans experience live music by designing revolutionary entertainment and hospitality destinations that unite people through the unparalleled power of music, shared connection, and luxury. Our premium concepts — like Luxe FireSuites and Aikman Clubs — deliver comfort, exclusivity, and unmatched access to the music you love. Backed by thoughtful design and a hospitality-first approach, VENU isn’t just building venues — we’re building a movement. As Chairman and Chief Executive Officer of VENU, I am proud of the momentum we have built over the past year as we continue to grow as a public company, expand our footprint in the live-music and entertainment industry, and execute our vision. VENU has continued forging meaningful partnerships with leading brands and renowned artists to deliver value to both our shareholders and our concertgoers alike, creating unforgettable experiences for our fans, and developing state-of-the-art destinations that blend world-class music, fine dining, and exceptional hospitality.

We are excited to once again welcome you to VENU’s Annual Meeting of Shareholders. Whether or not you plan to attend the Annual Meeting live online,your vote matters. We encourage you to promptly vote your shares online, by telephone, or by completing, signing, dating, and mailing your proxy card or voting instruction form.

Your trust in our team and belief in our vision for reinventing the live-music experience are invaluable. On behalf of our Board of Directors and our executive leadership team, thanks a million for your continued support of and investment in VENU and for making VENU the stock that rocks.

Sincerely,

JW Roth

Chairman and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON SEPTEMBER 23, 2026

Notice is hereby given that Venu Holding Corporation (the “Company”) will host its Annual Meeting of Shareholders on Wednesday, September 23, 2026, at 9:30 a.m. Mountain Daylight Time (the “Annual Meeting”). The Annual Meeting will be held virtually, and we encourage you to join us athttps://vote.colonialstock.com/VENU2026. The Annual Meeting is being held for the following purposes:

(1)	To elect the seven director nominees listed in the accompanying Proxy Statement to serve until the next Annual Meeting of Shareholders and until their successors are duly elected and qualified;
(2)	To consider and approve, in accordance with NYSE American Company Guide Section 713, the issuance of 20% or more of the Company’s outstanding Common Stock as of July 31, 2026, in connection with the Company’s debt-financing transaction (the “July 2026 Debt Financing”) with YA II PN, Ltd. (the “Purchaser”) pursuant to the Securities Purchase Agreement entered into with the Purchaser on such date (the “Securities Purchase Agreement”), which could become issuable if the Company defaults under the Securities Purchase Agreement or the Senior Secured Convertible Debentures (the “Debentures”) and warrants sold and issued pursuant thereto or in connection therewith;
(3)	To consider and approve an amendment to the Venu Holding Corporation Amended and Restated 2023 Omnibus Incentive Compensation Plan (the “Plan”) to increase the number of shares of Common Stock reserved for issuance under the Plan from 7,500,000 shares to 10,000,000 shares (the “2026 Plan Amendment”);
(4)	To ratify the appointment of Grassi & Co., CPAs, P.C. as the Company’s independent auditor for the fiscal year ending December 31, 2026; and
(5)	To transact such other business as may lawfully come before the meeting or any adjournment thereof.

Shareholders of record at the close of business on July 27, 2026, are entitled to notice of and to vote at the Annual Meeting and any postponements or adjournments thereof. A list of shareholders of record at the close of business on July 27, 2026, will be available for inspection by any shareholder for a period of ten days prior to the Annual Meeting at our principal office at 1755 Telstar Drive, Suite 501, Colorado Springs, Colorado 80920.

We are providing access to our proxy materials by mailing our shareholders a full set of the proxy materials, including a proxy card. The enclosed Proxy Statement and a copy of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, are also available free of charge on the Investor Relations section of our website athttps://investors.venu.live and athttps://vote.colonialstock.com/VENU2026.

**Your vote is very important.**Whether or not you plan to attend the Annual Meeting virtually, we encourage you to read the accompanying Proxy Statement and to submit your proxy or voting instructions as soon as possible. In order to ensure the representation of a quorum at the Annual Meeting, shareholders who do not expect to attend the Annual Meeting live online are urged to vote as soon as possible. For information on how to vote your shares, please refer to the section of the Proxy Statement titled “Questions and Answers About the Proxy Materials and the Annual Meeting” and to the instructions accompanying the Proxy Statement provided to you by the Company’s transfer agent and independent inspector of election, Colonial Stock Transfer, or by your broker, bank, or other nominee.

By Order of the Board of Directors:

JW Roth

Chairman and Chief Executive Officer

Dated: August 21, 2026

YOUR VOTE IS IMPORTANT TO US. THANK YOU FOR VOTING.

TABLE OF CONTENTS

	Page
Proxy Statement Summary	1
Questions and Answers About the Proxy Materials and the Annual Meeting	2
The Board of Directors and Certain Corporate Governance Matters	8
Proposal No. 1 – Election of Directors	14
Proposal No. 2 – Approval, in Accordance with NYSE American Company Guide Section 713, of the Potential Issuance of 20% or More of the Company’s Outstanding Common Stock as of July 31, 2026, in Connection with the July 2026 Debt Financing and the Securities Purchase Agreement	16
Proposal No. 3 – Approval of an Amendment to the Venu Holding Corporation Amended and Restated 2023 Omnibus Incentive Compensation Plan	21
Proposal No. 4 – Ratification of Appointment of Independent Registered Public Accounting Firm	30
Directors and Executive Officers	33
Director and Executive Compensation	35
Security Ownership of Management	42
Certain Relationships and Related-Party Transactions	45
Shareholder Proposals for 2027 Annual Meeting	48
Other Matters	49

1755 Telstar Drive

Suite 501

Colorado Springs, Colorado 80920

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.