Venu Holding Corp 10-K

Item 3. Legal Proceedings From time to time, Venu may become a party to various disputes, legal proceedings, or governmental inquiries in the ordinary course of its business. On August 20, 2025, the Company and two of its subsidiaries received a subpoena duces tecum from the Oklahoma Division of Securities, compelling the production of documents related to any securities offerings in the State of Oklahoma. The ODS has not asserted any securities violations by the Company or its subsidiaries, and the Company is fully cooperating with the ODS. On January 21, 2026, certain of the Company’s subsidiaries were named as defendants in a lawsuit filed in the El Paso County District Court of Colorado by plaintiffs seeking the abatement and permanent injunction of alleged unlawful noise pollution at Ford Amphitheater based on allegations that the venue emits unlawful noise pollution in violation of state law. The Company believes that the Ford Amphitheater’s operations have complied with applicable laws, and the defendant subsidiaries intend to vigorously defend against all claims. The Company considers this lawsuit to be in the nature of ordinary routine litigation incidental to its business. Although the Company does not consider either of the above matters to be material legal proceedings, these matters and any other claims or legal proceedings could adversely impact the Company’s business, reputation, operating results, and financial condition because of defense and settlement costs, diversion of resources, and other factors. Results of actual and potential litigation are inherently uncertain, and there can be no assurances that favorable outcomes will be obtained. Item 4. Mine Safety Disclosures Not applicable. 67 Part II