VENU · Venu Holding Corp

The grant of this stock option to the Reporting Person was approved by the board of directors 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.

Of the 200,000 shares of the Issuer's common stock underlying this option, 100,000 shares vested immediately when the option was granted on July 22, 2026 (the "Grant Date"), and the remaining 100,000 shares will vest on the first anniversary of the Grant Date.

This warrant is owned directly by J.W. Roth Holding Corporation ("HoldCo"). As an officer and director of HoldCo, Mr. Jay W. Roth is deemed to have indirect beneficial ownership of the securities held by HoldCo due to his pecuniary interest therein. The grant of this warrant 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.

Represents a bona fide gift of 150,000 warrants by the Reporting Person to an irrevocable trust. The Reporting Person does not serve as trustee of the trust, does not have or shar voting or investment control over the warrants held by the trust, and does not have any pecuniary interest in the warrants held by the trust.

These securities of Venu Holding Corporation (the "Issuer") were purchased in the Issuer's registered underwritten public offering, which closed on March 10, 2026 (the "Offering"). Each share of the Issuer's common stock, par value $0.001 per share ("Common Stock"), sold in the Offering was accompanied by a warrant to purchase one share of Common Stock (collectively, the "Common Warrants").

Represents the aggregate purchase price for each share of Common Stock and accompanying Common Warrant purchased in the Offering.

These securities are owned directly by the JWR Living Trust dated November 19, 2012 (the "JWR Living Trust"), of which Mr. Jay W. Roth is a trustee. As a trustee, Mr. Roth is deemed to have indirect beneficial ownership of the securities held by the JWR Living Trust.

These securities of Venu Holding Corporation (the "Issuer") were purchased in the Issuer's registered underwritten public offering, which closed on March 10, 2026 (the "Offering"). Each share of the Issuer's common stock, par value $0.001 per share ("Common Stock"), sold in the Offering was accompanied by a warrant to purchase one share of Common Stock (collectively, the "Common Warrants").

Represents the aggregate purchase price for each share of Common Stock and accompanying Common Warrant purchased in the Offering.

These Common Warrants are immediately exercisable and will expire on the fifth anniversary of their issuance, subject to the beneficial-ownership limitation set forth in the Common Warrants, which prohibits the holder from exercising the Common Warrants if such exercise would cause the holder, together with its affiliates, to own more than 4.99% of the Issuer's total number of shares of Common Stock then issued and outstanding.

These securities are owned directly by the JWR Living Trust dated November 19, 2012 (the "JWR Living Trust"), of which Mr. Jay W. Roth is a trustee. As a trustee, Mr. Roth is deemed to have indirect beneficial ownership of the securities held by the JWR Living Trust.

The grant of this stock option to the Reporting Person was approved by the board of directors 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.

This option vests and becomes exercisable in three 1,000,000-share increments (each, a "Tranche") if the per-share price of the Issuer's common stock reaches $15.00, $20.00, and $25.00, respectively within a defined timeframe (each, a "Vesting Trigger").

Each Tranche will expire five years from the date such Tranche becomes vested and exercisable upon satisfaction of the applicable Vesting Trigger but in no event later than 10 years from the date of grant.

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.

This option will vest in four equal annual installments beginning on January 12, 2027.

Includes 75,000 shares of common stock held by the Matthew R. Craddock Irrevocable Trust, of which Mr. Craddock is the beneficiary and trustee.

Includes 75,000 shares of common stock held by the Matthew R. Craddock Irrevocable Trust, of which Mr. Craddock is the beneficiary and trustee.

On November 5, 2025, the reporting person disposed an aggregate of 476,190 shares of the issuer's common stock in privately-negotiated, non-open-market transaction as partial consideration for the acquisition of real estate. The shares were valued by the parties at $13.44 per share for purposes of the transaction.

On November 5, 2025, the reporting person disposed an aggregate of 476,190 shares of the issuer's common stock in privately-negotiated, non-open-market transaction as partial consideration for the acquisition of real estate. The shares were valued by the parties at $13.44 per share for purposes of the transaction.

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.

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").

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.

Shares acquired by the reporting person in a public offering conducted by the Issuer pursuant to a Registration Statement on Form S-1 (File No. 333-289800) that closed on August 28, 2025.

These shares of common stock, par value $0.001 per share (the "Common Stock"), are owned directly by the KMR Living Trust dated November 19, 2012 (the "KMR Living Trust"), of which Mr. Jay W. Roth is a trustee. As a trustee, Mr. Roth is deemed to have indirect beneficial ownership of the shares held by the KMR Living Trust.

These shares of common stock, par value $0.001 per share (the "Common Stock"), are owned directly by the KMR Living Trust dated November 19, 2012 (the "KMR Living Trust"), of which Mr. Jay W. Roth is a trustee. As a trustee, Mr. Roth is deemed to have indirect beneficial ownership of the shares held by the KMR Living Trust.