Venu Holding Corporation (NYSE: VENU) entered into an at-the-market sales agreement with ThinkEquity LLC on June 12, 2026, allowing the company to sell up to $250 million worth of common stock shares.

Under the agreement, ThinkEquity will serve as the sole sales agent for the stock offering. The agent may sell shares directly on the NYSE American Stock Exchange or other existing trading markets at prevailing market prices or through negotiated transactions.

Venu Holding will pay ThinkEquity a commission of 3.0% of the gross sales price for any shares sold. The company will also reimburse the agent for certain specified expenses related to the agreement.

The company maintains discretion over the timing and amount of shares sold and may instruct the agent not to sell shares if they cannot be sold at or above a designated price. Neither Venu Holding nor ThinkEquity is obligated to complete any sales under the agreement.

The shares will be issued under a shelf registration statement on Form S-3 filed with the Securities and Exchange Commission on December 1, 2025, which became effective December 8, 2025. A prospectus supplement was dated June 12, 2026.

The sales agreement will automatically terminate when share sales reach the $250 million aggregate offering amount or if either party terminates the agreement according to its terms. Both the company and agent may suspend or terminate the offering with proper notice.

ThinkEquity agreed to use commercially reasonable efforts consistent with its normal sales and trading practices to place the shares. Venu Holding made customary representations, warranties and covenants to the agent and agreed to indemnify ThinkEquity against certain liabilities under the Securities Act.