{"url_path":"/sec/venu/10-q/2026/item-5","section_key":"item-5","section_title":"Item 5 **","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1770501/0001493152-26-023363-index.html","accession_number":"0001493152-26-023363","cik":"0001770501","ticker":"VENU","issuer_name":"Venu Holding Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1770501/0001493152-26-023363-index.html","primary_entity_key":"0001770501","primary_entity_name":"Venu Holding Corp"},"word_count":379,"has_tables":true,"body_markdown":"**ITEM\n5.**\n**OTHER\nINFORMATION.**\n\n \n\n*Insider\nTrading Arrangements*\n\n \n\nDuring\nthe quarter ended March 31, 2026, none of the Company’s directors or officers adopted, modified, or terminated a “Rule 10b5-1\ntrading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408(a) of Regulation\nS-K.\n\n \n\n*Leak-Out\nAgreements*\n\n \n\nAs\npreviously disclosed, our officers, directors, and certain other shareholders have entered into agreements that contractually restrict\ntheir ability to sell or transfer a portion of their shares during the first three-year period in which our Common Stock is listed on\na national stock exchange or otherwise publicly quoted on the OTC. With respect to non-affiliates who are subject to similar contractual\nleak-out restrictions, in most cases such persons are, absent a waiver from the Company, prohibited from selling or transferring greater\nthan 10% of their shares in any twelve-month period through November 25, 2027.\n\n \n\nOf\nthe 59,351,055 shares of Common Stock that are issued and outstanding as of May 15, 2026:\n\n \n\n \n■\napproximately\n34,095,689 are freely tradable in the public market without restriction on transfer or subject to contractual “leak-out”\nrestrictions or limitations.\n\n \n■\n25,255,366\nare subject to “leak-out” restrictions, of which 3,208,885 are to be released of these restrictions on November 25, 2026;\n22,042,981 are to be released of these restrictions on November 25, 2027; and 3,500 are scheduled released of these restrictions\non November 25, 2028.\n\n \n\nOf\nthe aggregate of 15,244,800 shares beneficially owned by our officers and directors as of May 15, 2026:\n\n \n\n \n■\n\n7,524,478\nshares are subject to “leak-out” restrictions, of which 941,481 are to be released of these restrictions on November\n25, 2026; and 6,582,997 are to be released of these restrictions on November 25, 2027.\n\n \n■\n7,720,322\nare not subject to the “leak-out” restrictions.\n\n \n\nThese\nleak-out restrictions terminate if, at any time before May 15, 2026, the closing sales price of the Company’s Common Stock is at\nor above $25 for ten consecutive trading days.\n\n \n\nFollowing\nthe restrictive periods set forth in the agreements described above, and assuming that no parties are released from these agreements\nand that there is no extension of the restricted period, shares of our Common Stock will be eligible for sale in the public market in\ncompliance with Rule 144 or another exemption under the Securities Act.\n\n \n\n53"}