Venu Holding Corp (VENU) COO discloses 150,000-share warrant and trust-held stock

Rhea-AI Filing Summary

Venu Holding Corp’s chief operating officer, Vic Sutter, reported his initial beneficial ownership on a Form 3. He has a compensatory warrant giving the right to acquire 150,000 shares of common stock at $10 per share, expiring on April 15, 2032. The warrant was granted on April 15, 2025 and will vest in four equal annual installments starting April 15, 2026. In addition, 461 common shares are held by the Sutter Family Trust, where Mr. Sutter serves as trustee and is deemed an indirect beneficial owner.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Sutter Vic

(Last) (First) (Middle)

C/O VENU HOLDING CORPORATION

1755 TELSTAR DRIVE, SUITE 501

(Street)

COLORADO SPRINGS CO 80920

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/12/2026

3. Issuer Name and Ticker or Trading Symbol
Venu Holding Corp [ VENU ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.001	461	I	By Sutter Family Trust(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Compensatory Warrant (right to buy)	(2)	04/15/2032	Common Stock, par value $0.001	150,000	$10	D

Explanation of Responses:

1. These shares of common stock, par value $0.001 per share (the "Common Stock"), are owned directly by the Sutter Family Trust (the "Trust"), of which Mr. Sutter is a trustee. As a trustee, Mr. Sutter is deemed to have indirect beneficial ownership of the shares held by the Trust.

2. This warrant was granted on April 15, 2025, and will vest in four equal annual installments beginning on April 15, 2026.

Remarks:

Exhibit List - Exhibit 24.1: Power of Attorney (Vic Sutter)

	/s/ Heather Atkinson, as attorney-in-fact for Vic Sutter	01/30/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider holdings did Vic Sutter report in VENU’s Form 3?

Vic Sutter reported a compensatory warrant for 150,000 Venu Holding Corp common shares at $10 per share, expiring April 15, 2032, plus indirect beneficial ownership of 461 common shares held by the Sutter Family Trust, where he serves as trustee.

How is the Sutter Family Trust involved in VENU stock ownership?

The Sutter Family Trust directly owns 461 Venu Holding Corp common shares. As a trustee of the Trust, Vic Sutter is deemed to have indirect beneficial ownership of these shares, meaning the holdings are reported in his Form 3 but are held in the Trust’s name.

What are the key terms of Vic Sutter’s VENU compensatory warrant?

The compensatory warrant allows purchase of 150,000 Venu Holding Corp common shares at $10 per share. It was granted on April 15, 2025, vests in four equal annual installments starting April 15, 2026, and expires on April 15, 2032 if not exercised.

When do Vic Sutter’s VENU warrant awards begin vesting and over what period?

The warrant begins vesting on April 15, 2026 and vests in four equal annual installments. This schedule spreads vesting over four years from that date, aligning the compensatory award with a multi‑year service and performance timeframe at Venu Holding Corp.

Is Vic Sutter’s VENU warrant held directly or indirectly?

The 150,000-share compensatory warrant is reported as directly owned by Vic Sutter. In contrast, the 461 common shares are reported as indirectly owned through the Sutter Family Trust, which holds those shares and lists Mr. Sutter as a trustee.