COO of Venu (NASDAQ: VENU) gets 100,000 options at $9.48

Rhea-AI Filing Summary

Venu Holding Corp’s Chief Operating Officer, Vic Sutter, reported a grant of stock options on Form 4. On January 12, 2026, he received a stock option to buy 100,000 shares of common stock at an exercise price of $9.48 per share, with no cost for the grant itself. The option expires on January 12, 2034 and was approved by the board of directors under an exemption from Section 16(b). It will vest in four equal annual installments beginning on January 12, 2027.

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

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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^*

Sutter Vic

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/12/2026

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)	$9.48	01/12/2026		A		100,000		(2)	01/12/2034	Common Stock, par value $0.001	100,000	$0	100,000	D

Explanation of Responses:

1. The grant of this stock option to the Reporting Person was approved by the board of directors of Venu Holding Corporation 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 will vest in four equal annual installments beginning on January 12, 2027.

	/s/ Heather Atkinson, as attorney-in-fact for Vic Sutter	02/02/2026
	** 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.
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FAQ

What insider transaction did Venu (VENU) report for COO Vic Sutter?

Venu reported a stock option grant to COO Vic Sutter. He received options to buy 100,000 shares of common stock at $9.48 per share, approved by the board, with an expiration date of January 12, 2034.

How many Venu (VENU) shares are covered by Vic Sutter’s new stock option?

The new stock option covers 100,000 shares of Venu common stock. These are derivative securities giving him the right to buy the underlying shares at a fixed $9.48 exercise price before the January 12, 2034 expiration date.

What is the exercise price and term of Vic Sutter’s Venu (VENU) stock option?

The stock option has a $9.48 per share exercise price and expires on January 12, 2034. This means he may purchase up to 100,000 shares at $9.48 any time before that expiration, subject to the vesting schedule.

When do Vic Sutter’s Venu (VENU) stock options begin vesting?

The options begin vesting on January 12, 2027. They will vest in four equal annual installments starting on that date, so his exercisable amount increases each year across the four-year vesting period, assuming continued eligibility.

Was the Venu (VENU) stock option grant to Vic Sutter board-approved?

Yes, the stock option grant was approved by Venu’s board of directors. The filing notes that the grant is exempt from Section 16(b) under Rule 16b-3(d)(1), which typically applies to board-approved equity awards for insiders.

Is Vic Sutter’s ownership in Venu (VENU) direct or indirect after this option grant?

The Form 4 shows Vic Sutter’s beneficial ownership of 100,000 derivative securities as direct. This means the stock option is held in his name rather than through a separate entity, according to the ownership coding in the filing.