VENU Form 4: 250,000 director options; vesting begins 10/28/2025

Rhea-AI Filing Summary

Venu Holding Corp (VENU) reported a director stock option grant on a Form 4. The filing shows a Stock Option 250,000 shares at an exercise price of $10, with a transaction date of 10/28/2025 and an expiration date of 05/05/2033.

The grant became effective on 10/28/2025 after shareholders approved an amendment to the 2023 Omnibus Incentive Compensation Plan. 50,000 underlying shares vested immediately on the grant effective date. Thereafter, 50,000 shares vest on each annual anniversary of the director’s Board appointment effective 05/05/2025. The award was approved by the Board and noted as exempt under Rule 16b‑3(d)(1). Ownership is listed as direct with 250,000 derivative securities beneficially owned following the transaction.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Finke Thomas M

(Last) (First) (Middle)

C/O VENU HOLDING CORPORATION

1755 TELSTAR DRIVE, SUITE 501

(Street)

COLORADO SPRINGS CO 80920

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/28/2025

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)(1)	$10	10/28/2025(2)		A		250,000		10/28/2025(3)	05/05/2033	Common Stock	250,000	$0	250,000	D

Explanation of Responses:

1. This option was approved by the board of directors (the "Board") of Venu Holding Corporation (the "Issuer") and is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3(d)(1) promulgated thereunder.

2. This option grant was approved by the Issuer's Board on May 1, 2025, subject to shareholder approval of an amendment to the Issuer's Amended and Restated 2023 Omnibus Incentive Compensation Plan (the "Plan"), which the option was granted under, to increase the number of shares of the Company's common stock (the "Common Stock") reserved for issuance under the Plan. The Issuer's shareholders approved such amendment to the Plan on October 28, 2025 (the "Grant Effective Date").

3. Of the 250,000 shares of Common Stock underlying this option, 50,000 shares vested immediately on the Grant Effective Date. Thereafter, 50,000 shares will vest on each annual anniversary of the effective date of the Reporting Person's appointment to the Board, which occurred on May 5, 2025.

	/s/ Heather Atkinson, as attorney-in-fact for Thomas Finke	10/30/2025
	** 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 4 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did VENU disclose in this Form 4?

A director received a Stock Option 250,000 shares at an exercise price of $10 on 10/28/2025.

What is the vesting schedule for the VENU option grant?

50,000 shares vested on 10/28/2025, then 50,000 vest on each annual anniversary of the director’s Board appointment effective 05/05/2025.

When do the options granted to the VENU director expire?

The options expire on 05/05/2033.

What approvals were required for the VENU option grant?

The Board approved the grant, and shareholders approved an amendment to the 2023 Plan on 10/28/2025, which served as the grant effective date.

How many derivative securities does the director beneficially own after this transaction?

The director beneficially owns 250,000 derivative securities following the transaction.

Was the grant exempt under SEC rules?

Yes. It was noted as exempt from Section 16(b) pursuant to Rule 16b‑3(d)(1).

What is the ownership form listed for the option grant?

The ownership form is Direct.