Venu Holding Corp awards COO Vic Sutter 300K options

The Chief Operating Officer's award is scheduled to vest in three annual installments of 100,000 shares beginning July 27, 2027.

Rhea-AI Filing Summary

Venu Holding Corp Chief Operating Officer Vic Sutter received an award of options covering 300,000 common shares on September 23, 2026. The Board had approved the grant on July 27, 2026, subject to shareholder approval of a plan amendment; shareholders approved that amendment on September 23, 2026. The options have a $2.25 per-share exercise price and expire July 27, 2034. No Rule 10b5-1 plan is reported.

Insider Trade Summary

Grant/Award: 300,000 shares

Grant/Award 1 txn

Insider Sutter Vic

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (Right to Buy) F1, F2, F3	300,000	$0.00	$0.00

Holdings After Transaction: Stock Option (Right to Buy) — 300,000 contracts (Direct)

Footnotes (3)

1. F1. 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. F2. This option grant was approved by the Issuer's Board on July 27, 2026, subject to shareholder approval of an amendment to the Issuer's Amended and Restated 2023 Omnibus Incentive Compensation Plan (the "Plan"), pursuant to which the option was granted, to increase the number of shares of the Issuer's common stock (the "Common Stock") reserved for issuance under the Plan. The Issuer's shareholders approved such amendment to the Plan on September 23, 2026.
3. F3. This option vests and becomes exercisable in three equal annual installments of 100,000 shares beginning on July 27, 2027.

Key Figures

Option award: 300,000 options covering 300,000 common shares Exercise price: $2.25 per share Vesting installment: 100,000 shares +2 more

5 metrics

Option award 300,000 options covering 300,000 common shares Award reported September 23, 2026

Exercise price $2.25 per share Option award

Vesting installment 100,000 shares Each of three equal annual installments

Vesting commencement July 27, 2027 Options begin vesting and becoming exercisable

Expiration date July 27, 2034 Option award

Key Terms

Section 16(b), Rule 16b-3(d)(1), Omnibus Incentive Compensation Plan, vests and becomes exercisable

4 terms

Section 16(b) regulatory

"exempt from Section 16(b) of the Securities Exchange Act of 1934"

A federal rule that requires company insiders—like officers, directors and large shareholders—to return any profits made from buying and selling the company’s stock within a six-month window. It matters to investors because it discourages short-term trades that could exploit non-public information and helps protect outside shareholders by creating a simple, enforceable way to recover unfair gains, much like a rule stopping someone from flipping a limited-edition item for quick profit after getting early access.

Rule 16b-3(d)(1) regulatory

"pursuant to Rule 16b-3(d)(1)"

Omnibus Incentive Compensation Plan financial

"Amended and Restated 2023 Omnibus Incentive Compensation Plan"

An omnibus incentive compensation plan is a single, flexible program that lets a company grant different kinds of pay — such as cash bonuses, stock options, restricted stock, or performance awards — to employees, executives and directors. Investors care because the plan affects how much ownership can be given away (dilution), how much the company spends on pay, and whether executives’ goals are aligned with shareholders, much like a menu that decides what rewards staff can pick and how costly they are.

vests and becomes exercisable technical

"This option vests and becomes exercisable in three equal annual installments"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many VENU options did Vic Sutter receive, and what is the exercise price?

Vic Sutter received an award of options covering 300,000 common shares, with a $2.25 per-share exercise price.

When do Vic Sutter's VENU options vest?

The options vest and become exercisable in three equal annual installments of 100,000 shares, beginning July 27, 2027.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/25/2026 - 04:30 PM Accepted by SEC EDGAR 09/25/2026 - 04:15 PM Learn about SEC filing dates

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Sutter Vic

(Last) (First) (Middle)

C/O VENU HOLDING CORPORATION

1755 TELSTAR DRIVE, SUITE 501

(Street)

COLORADO SPRINGS COLORADO 80920

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/23/2026

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

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

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

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)	$2.25	09/23/2026(2)		A		300,000		07/27/2027(3)	07/27/2034	Common Stock	300,000	$0	300,000	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 July 27, 2026, subject to shareholder approval of an amendment to the Issuer's Amended and Restated 2023 Omnibus Incentive Compensation Plan (the "Plan"), pursuant to which the option was granted, to increase the number of shares of the Issuer's common stock (the "Common Stock") reserved for issuance under the Plan. The Issuer's shareholders approved such amendment to the Plan on September 23, 2026.

3. This option vests and becomes exercisable in three equal annual installments of 100,000 shares beginning on July 27, 2027.

	/s/ Heather Atkinson, as attorney-in-fact for Vic Sutter	09/25/2026
	** 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 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.
* Form 4: SEC 1474 (03-26)