UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 23, 2026

VENU HOLDING CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Registrant’s telephone number, including area code: (719) 895-5483

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 23, 2026, Venu Holding Corporation (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). As discussed in Item 5.07 of this Current Report on Form 8-K (this “Form 8-K”), the Company’s shareholders voted at the Annual Meeting to approve an amendment to the Venu Holding Corporation Amended and Restated 2023 Omnibus Incentive Compensation Plan (the “Incentive Plan”) to increase the number of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), reserved for issuance with respect to awards granted under the Incentive Plan from 7,500,000 shares of Common Stock to 10,000,000 shares of Common Stock.

The Company’s board of directors (the “Board”) voted to approve the amendment to the Incentive Plan on July 13, 2026. Having obtained the requisite shareholder approval for the Incentive Plan amendment at the Annual Meeting, the Venu Holding Corporation Amended and Restated 2023 Omnibus Incentive Compensation Plan (the “Amended and Restated Incentive Plan”) became effective on September 23, 2026. For a summary of the material terms of the Incentive Plan and the purpose and effect of the Incentive Plan amendment, see “Proposal No. 3” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on August 21, 2026 (the “Proxy Statement”).

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Incentive Plan, as amended, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its 2026 Annual Meeting of Shareholders virtually via a live video webcast on September 23, 2026.

The Company’s shareholders voted on four proposals at the Annual Meeting, each of which is listed below and described in more detail in the Proxy Statement. With respect to each proposal, holders of the Company’s Common Stock were entitled to cast one vote per share of Common Stock held as of the close of business on the record date of July 27, 2026. Holders of Common Stock representing 37,237,129 votes were represented in person or by proxy at the Annual Meeting, which represented 63.25% of the voting power of the 58,869,339 shares of Common Stock entitled to vote at the Annual Meeting and constituted a quorum for the transaction of business.

At the Annual Meeting, the Company’s shareholders voted on the following proposals:

The final results of voting on each of the proposals presented at the Annual Meeting, as certified by the Company’s independent inspector of election, are set forth below.

Proposal No. 1: Election of Directors.

The shareholders elected each of the seven director nominees to serve on the Board until the 2027 Annual Meeting of Shareholders and until such director’s successor has been duly elected and qualified. The results of the vote taken were as follows:

Proposal No. 2: Approval of Potential Issuance of 20% or More of Outstanding Common Stock as of July 31, 2026, in Connection with the July 2026 Debt Financing and the Securities Purchase Agreement

The shareholders approved, in accordance with NYSE American Company Guide Section 713, and in connection with the Company’s July 2026 Debt Financing with the Purchaser, the potential issuance of 20% or more of the Company’s outstanding Common Stock as of July 31, 2026, which could become issuable if the Company defaults under the Securities Purchase Agreement entered into with the Purchaser or the Senior Secured Convertible Debentures and warrants sold and issued pursuant thereto or in connection therewith. The results of the vote taken were as follows:

Proposal No. 3: Amendment to the Venu Holding Corporation Amended and Restated 2023 Omnibus Incentive Compensation Plan

The shareholders approved the amendment to the Company’s Incentive Plan, which became effective on September 23, 2026, as discussed in Item 5.02(e) of this Form 8-K. The results of the vote taken were as follows:

Proposal No. 4: Ratification of Appointment of Independent Registered Public Accounting Firm

The shareholders ratified the appointment by the Board’s Audit Committee of Grassi & Co., CPAs, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of the vote taken were as follows:

Item 7.01 Regulation FD Disclosure

The Company posted a replay of the video webcast of the Annual Meeting on the Investor Relations section of its website at https://investors.venu.live.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.