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Venu Holding Corp director and CEO Jay W. Roth, through the JWR Living Trust, bought 62,500 shares of common stock and 62,500 accompanying common warrants in a registered underwritten public offering that closed on March 10, 2026, at an aggregate purchase price of $4.00 per share plus warrant. The common warrants are immediately exercisable at $5.00 per share and expire on the fifth anniversary of issuance, subject to a 4.99% beneficial-ownership limitation. Following these transactions, Roth reported 9,253,644 common shares held directly and 999,720 common shares held indirectly through the KMR Living Trust, in addition to the new JWR Living Trust holdings.
Venu Holding Corporation completed a sizable equity offering that raised approximately $80.1 million in net proceeds. The company sold 18,750,000 shares of common stock or pre-funded warrants, each bundled with one warrant to buy an additional share, at a public offering price of $4.00 per unit, generating gross proceeds of $75,000,000.
Each accompanying warrant is exercisable at $5.00 per share for five years. Underwriters fully used their over-allotment option for 2,812,500 extra shares and 2,812,500 additional warrants. The cash will help fund development of The Sunset McKinney and The Sunset Broken Arrow projects, repay a $4.35 million promissory note tied to a Centennial, Colorado property, and support working capital and general corporate purposes.
Venu Holding Corporation is offering 14,340,000 shares of Common Stock, 4,410,000 Pre-Funded Warrants and 18,750,000 Common Warrants pursuant to a prospectus supplement. The combined public offering price is $4.00 per share with one Common Warrant; Pre-Funded Warrants with an accompanying Common Warrant are offered at $3.999. Each Common Warrant has an exercise price of $5.00, is exercisable immediately and expires five years after issuance. The Pre-Funded Warrants are exercisable at $0.001 and include ownership limits of 4.99% (or, at purchaser election, 9.99%). The offering is expected to raise approximately $69.6 million in net proceeds after underwriting discounts, which the company intends to use to fund development of The Sunset McKinney and The Sunset Broken Arrow, repay a $4.35 million promissory note related to the Centennial property acquisition, and for working capital. The underwriters have a 45-day option to purchase up to an additional 15% of the securities to cover over-allotments. The prospectus supplement includes preliminary estimated financial ranges for Q4 and fiscal year 2025, portfolio and subsidiary ownership details, and risk factors.
Venu Holding Corporation is offering shares of its Common Stock and Pre-Funded Warrants, each sold together with one Common Warrant, pursuant to this prospectus supplement to its base prospectus.
The Pre-Funded Warrants are exercisable at $0.001 and are offered to purchasers who would otherwise exceed 4.99% (or at purchaser election, 9.99%) ownership limits. The Common Warrants are exercisable immediately and expire five years after issuance. Proceeds are earmarked to fund development of The Sunset McKinney and The Sunset Broken Arrow, repay a promissory note of approximately $4.35 million related to the Centennial property acquisition, and for working capital and general corporate purposes. The Company’s Common Stock trades on NYSE American under the symbol VENU, and there is no expected public market for the Pre-Funded Warrants or Common Warrants. Investing involves substantial risks; see the Risk Factors section referenced herein.
Venu Holding Corp director, CEO and Chairman Jay W. Roth reported an open-market purchase of 4,000 shares of common stock at $5.23 per share. Following this transaction, he directly holds 9,253,644 common shares. He is also deemed to have indirect beneficial ownership of 999,720 shares held by the KMR Living Trust dated November 19, 2012.
Venu Holding Corporation reported two key developments. First, its board waived a blackout restriction in the insider trading policy so the Chief Executive Officer and Chairman could buy Venu common stock on the open market on January 30, 2026, shortly after the company shared preliminary financial estimates.
Second, a subsidiary completed the purchase of land in Centennial, Colorado for approximately $12.6 million. The price was funded with cash and a seller promissory note of about $7.76 million at 4.5% interest, plus a separate $4.35 million bridge loan at 7.75% interest maturing in early May 2026. The bridge loan is secured by a first-priority lien on the property and is guaranteed by both the company and its Chief Executive Officer and Chairman.
Venu Holding Corp CEO and Chairman Jay W. Roth reported buying additional company stock. On January 30, 2026, he purchased 5,000 shares of Venu common stock at $5.55 per share. Following this transaction, he directly owned 9,249,644 common shares.
Roth is listed as a director, CEO, Chairman, and 10% owner. In addition to his direct holdings, he is deemed to have indirect beneficial ownership of 999,720 common shares held by the KMR Living Trust dated November 19, 2012, where he serves as trustee.
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.
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.
Venu Holding Corporation furnished an update with two main developments. First, it issued a press release with preliminary, unaudited selected financial data for the three months and year ended December 31, 2025, which does not include all details of its full results. Second, the company announced the commencement of a registered underwritten public offering of its common stock, also via press release. Both press releases are included as exhibits to this current report.