Amendments to Code of Ethics (Form 8-K)

Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On January 30, 2026, Venu Holding Corporation (the "Company") waived a provision of the Company's Insider Trading Policy (the "Policy"), which is incorporated into the Company's Code of Business Conduct and Ethics, that restricts the Company's directors, executive officers, and other persons covered by the Policy from transacting in the Company's securities during defined quarterly blackout periods. The waiver allowed the Company's Chief Executive Officer and Chairman to make a purchase of the Company's common stock on the open market on January 30, 2026. The waiver followed the Company's announcement on January 27, 2026 of certain preliminary estimates of unaudited selected financial data for the three months and year ended December 31, 2025.

Item 8.01 Other Events.

On February 3, 2026, the Company entered into an Assignment of Purchase and Sale Agreement with Hall at Centennial, LLC, a subsidiary of the Company (the "Subsidiary"), pursuant to which the Company assigned its right, title, and interest in the previously disclosed Purchase and Sale Agreement between the Company and Old Mill, LLC ("Old Mill") to the Subsidiary. Following such assignment, on February 3, 2026, the Subsidiary closed on the purchase of land in Centennial, Colorado (the "Centennial Property") from Old Mill pursuant to the Purchase and Sale Agreement. The purchase price of approximately $12,612,000 for the Centennial Property was paid through a combination of cash and a promissory note in the principal amount of approximately $7,758,000, bearing interest at 4.5% per annum, made by the Company in favor of Old Mill. In connection with the closing of the acquisition, the Subsidiary also entered into a bridge loan (the "Loan") evidenced by a promissory note in the principal amount of $4,350,000, which bears interest at 7.75% per annum and matures in early May 2026. The proceeds of the Loan were used to satisfy the cash closing delivery obligation for the acquisition of the Centennial Property (as well as to pay off Old Mill's existing loan secured by the Centennial Property and certain outstanding taxes). The Loan is secured by a Deed of Trust on the Centennial Property that grants the lender a first-priority lien. The Loan is also guaranteed by the Company and personally guaranteed by the Company's Chief Executive Officer and Chairman.