Venu Holding Corp

This proposal requests shareholder approval required by NYSE American Company Guide Section 713 to permit the Company to issue shares in excess of the Exchange Cap (19.99% of outstanding stock as of the issuance date) in connection with a July 31, 2026 Securities Purchase Agreement under which the Company sold $25,000,000 of Senior Secured Convertible Debentures and related warrants. Management is seeking approval so that, if Debentures are converted or warrants exercised in circumstances that would result in issuance above the Exchange Cap, the Company will be permitted to issue those shares consistent with NYSE rules. The financing structure includes an initial conversion price of $7.50 per share for the Debentures but contains a Variable Price conversion mechanism upon certain payment defaults tied to VWAP with a floor of $0.448, and warrants exercisable for up to 1,200,000 shares in the aggregate. The Debentures include a $12.5 million holdback that will be released upon satisfactory appraisal of specified real property, monthly installment requirements, and remedies on default that may accelerate conversion at the Variable Price; these mechanics create a realistic possibility of substantial dilution if conversion occurs at lower prices. The Board weighed the company’s immediate and future cash needs for venue construction and operations, the limited alternatives to secure required capital on acceptable terms, and the potential dilution and market impact on existing shareholders. It also considered that without shareholder approval the Company may be constrained in satisfying conversion or exercise requests and could need to seek approval repeatedly every 90 days under the Securities Purchase Agreement. Given the capital needs to advance development projects and the Board’s view of the financing as the most viable option after evaluating alternatives and risks, the Board unanimously recommends a vote FOR the proposal to preserve financing flexibility and comply with exchange rules. Investors should note that approval enables potentially material dilution, including scenarios illustrated in the proxy where conversion at the Minimum Price or the Floor Price would result in very large share issuances, and the exact dilution depends on future conversions, exercised warrants, accrued premiums, and whether the holdback is released or applied to repayment.

This management proposal asks shareholders to approve a 2026 amendment to the Company’s Amended and Restated 2023 Omnibus Incentive Compensation Plan to increase the authorized reserve from 7.5 million to 10 million shares. Management states the increase is required both to comply with NYSE American shareholder-approval expectations for certain awards and to preserve the Company’s ability to grant competitive equity-based compensation to attract, retain, and incentivize employees, directors, and strategic partners as the business expands. As of the record date, roughly 7,249,250 shares underlie outstanding options, leaving only 250,750 shares available; the requested increase would add 2,500,000 shares, yielding approximately 2,750,750 shares available for future grants and enabling a contingent 300,000-share option to the COO (Victor Sutter) to become effective. The Company cites near-term venue development and openings (The Sunset BA, The Sunset McKinney, and a Centennial venue) and expected hiring and partnership needs as drivers of anticipated grant activity. The amendment does not otherwise change Plan terms, but increases potential future dilution by expanding the supply of shares available for awards; the Board notes that not approving the amendment could limit compensation flexibility and put the Company at a competitive disadvantage. The Compensation Committee will administer awards under the Plan and retains discretion over types, sizes, and recipients of awards, which creates governance and execution risk related to grant practices and timing. The Board recommends a vote FOR the amendment on the basis that maintaining an adequate equity reserve supports recruitment and retention for execution of the Company's growth strategy, while noting shareholders will face incremental dilution if additional awards are granted.