Venu Holding Corp

The Board of Directors (the “Board”) of Venu Holding Corporation, a Colorado corporation (the “Company,” “Venu,” “we,” or “us”), is soliciting proxies to be used at the Annual Meeting of Shareholders to be held on Tuesday, October 28, 2025, at 4:00 p.m. Mountain Daylight Time (the “Annual Meeting”). The Company will pay for the cost of the proxy material preparation and solicitation, including the reasonable charges and expenses of brokerage firms, banks, or other nominees to forward proxy materials to the Company’s street name shareholders.

It is expected that the solicitation of proxies will be primarily by mail. Proxies may also be solicited personally by regular employees of the Company for no additional compensation. Any shareholder giving a proxy has the power to revoke it at any time prior to the voting of the proxy by either giving notice in person or in writing to the Company’s Secretary at 1755 Telstar Drive, Suite 501, Colorado Springs, Colorado 80920, or by appearing at the Annual Meeting, giving notice of revocation of the proxy, and voting in person. The approximate date on which this proxy statement (this “Proxy Statement”) and the accompanying form of proxy are being distributed and made available to shareholders is on or about September 17, 2025.

Voting of Proxies and Shares; Quorum

Only the holders of record of outstanding shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at the close of business on the record date of September 3, 2025 (the “Record Date”), are entitled to notice of and to vote at the Annual Meeting. There were 43,186,232 shares of Common Stock issued and outstanding as of the Record Date held by approximately 524 shareholders of record. Each such shareholder is entitled to one vote for each share of Common Stock held.

All shares entitled to vote, represented by a properly executed and unrevoked proxy received in time for the Annual Meeting, will be voted in accordance with the instructions given. In the absence of such instructions, shares will be voted as recommended by the Board. The persons named as proxies will also be authorized to vote in their discretion upon such other matters as may properly come before the Annual Meeting or any adjournment or postponement thereof. If any nominee for director is unable to serve, which is not now contemplated, the proxies will be voted for such substitute nominee(s) as the Board recommends.

If you hold your shares in nominee or street name, you will use a “voting instruction form” to instruct your proxy how to vote your shares. If your shares are held in street name by a broker, your broker will vote your shares only if you give your broker instructions on the “voting instruction form.” If you do not tell your broker how to vote, your broker may vote your shares in favor of ratification of the auditor appointment (Proposal No. 3) but may not vote your shares in favor of any of the other proposals to be brought before the Annual Meeting or any other item of business that is not considered a “routine” matter. Your broker will return a proxy card without voting on such non-routine matters if you do not give voting instructions with respect to these matters. This is commonly referred to as a “broker non-vote.” You are encouraged to vote on all matters proposed in this Proxy Statement.

A quorum for the transaction of business at the Annual Meeting requires representation, in person or by proxy, of the holders of one-third of the Company’s issued and outstanding shares of Common Stock. The judges of election will treat abstentions and broker non-votes as shares that are present for purposes of determining the presence of a quorum for the transaction of business at the Annual Meeting. With respect to the election of directors, if a quorum exists, shareholders may vote “FOR ALL” nominees, “WITHHOLD ALL” authority to vote for all nominees, or “FOR ALL EXCEPT” certain nominees by withholding authority for one or more of the nominees as indicated on the proxy card. Pursuant to the Company’s Bylaws, directors are elected by a plurality of the votes cast, meaning the nominees receiving the highest number of votes “FOR” their election, up to the number of directors to be elected, will be elected. Abstentions and broker non-votes will be counted for purposes of determining whether a quorum exists but will not be counted as votes cast and will have no impact on the outcome of the election of directors. Under the Company’s Bylaws, shareholders may also cumulate their votes by multiplying the number of votes the shareholder is entitled to cast by the number of directors for whom the shareholder is entitled to vote and casting the product for a single nominee or distributing the product among two or more nominees; however, in order to cumulate votes for the election of a director, a shareholder is requested to give our Corporate Secretary no less than 48 hours before the time set for the meeting written notice that the shareholder desires that the voting for the election of directors be cumulative, and as of the date of this proxy statement, we have not received any notice that a shareholder desires to invoke cumulative voting for the election of directors.

With respect to proposals other than the election of directors, shares may be voted “FOR,” “AGAINST,” or “ABSTAIN.” Under the Company’s Bylaws, approval of these proposals requires that the votes cast “FOR” the proposal exceed the votes cast “AGAINST” the proposal. Abstentions and broker non-votes will be counted as present for purposes of establishing a quorum but will not be counted as votes cast and, therefore, will have no effect on the outcome of such proposals.

Annual Meeting Admission

If you wish to attend the Annual Meeting in person, you must present a valid form of photo identification, such as a driver’s license. If you are a beneficial owner of Common Stock that is held of record by a bank, broker, or other nominee, you will also need proof of ownership to be admitted. In this regard, a recent brokerage statement or a letter from your bank or broker are examples of proof of ownership. The Company reserves the right to prohibit cameras, recording equipment, or electronic devices in the meeting.

Important Notice Regarding Availability of Proxy Materials For Annual Meeting To Be Held On October 28, 2025

Pursuant to rules promulgated by the U.S. Securities and Exchange Commission (the “SEC”), the Company has elected to provide access to the proxy materials by notifying you of the availability of the proxy materials on the internet. This Proxy Statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Annual Report”; together with the Proxy Statement, the “Proxy Materials”), are available free of charge on the Investor Relations section of the Company’s website athttps://investors.venu.live and atwww.colonialstock.com/VenuHoldingCorporation.