Venu Holding (NASDAQ: VENU) CEO receives 3M stock options tied to price hurdles

Rhea-AI Filing Summary

Venu Holding Corp granted CEO, Chairman and director Jay W. Roth a stock option covering 3,000,000 shares of common stock. The option has an exercise price of $8.40 per share and was reported as an acquisition of derivative securities on January 20, 2026.

The award vests in three tranches of 1,000,000 shares each if Venu’s share price reaches $15.00, $20.00, and $25.00, respectively, within defined timeframes. Each vested tranche is exercisable for five years from vesting, but no tranche can remain outstanding later than ten years from the original grant date. After this grant, Roth holds 3,000,000 stock options directly.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

ROTH JAY W

(Last) (First) (Middle)

C/O VENU HOLDING CORPORATION

1755 TELSTAR DRIVE, SUITE 501

(Street)

COLORADO SPRINGS CO 80920

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Venu Holding Corp [ VENU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO & Chairman

3. Date of Earliest Transaction (Month/Day/Year)
01/20/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)(1)	$8.4	01/20/2026		A		3,000,000		(2)	(3)	Common Stock	3,000,000	$0	3,000,000	D

Explanation of Responses:

1. The grant of this stock option to the Reporting Person was approved by the board of directors of Venu Holding Corporation (the "Issuer") and is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3(d)(1) promulgated thereunder.

2. This option vests and becomes exercisable in three 1,000,000-share increments (each, a "Tranche") if the per-share price of the Issuer's common stock reaches $15.00, $20.00, and $25.00, respectively within a defined timeframe (each, a "Vesting Trigger").

3. Each Tranche will expire five years from the date such Tranche becomes vested and exercisable upon satisfaction of the applicable Vesting Trigger but in no event later than 10 years from the date of grant.

	/s/ Heather Atkinson, as attorney-in-fact for Jay W. Roth	01/22/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Venu Holding Corp (VENU) disclose in this Form 4?

The filing reports that Jay W. Roth, CEO, Chairman, director and 10% owner of Venu Holding Corp, received a stock option for 3,000,000 shares of the company’s common stock on January 20, 2026.

What are the key terms of Jay W. Roth’s 3,000,000-share stock option at VENU?

The option covers 3,000,000 shares of common stock at an exercise price of $8.40 per share. It was granted as a derivative security and reported as an acquisition at a price of $0 for the option itself.

How does the stock option granted to VENU’s CEO vest?

The option vests in three 1,000,000-share tranches. Each tranche vests and becomes exercisable if Venu’s common stock price reaches $15.00, $20.00, and $25.00, respectively, within defined timeframes referred to as Vesting Triggers.

When do the stock option tranches for VENU’s CEO expire?

Each vested tranche will expire five years after the date it becomes vested and exercisable upon meeting its Vesting Trigger, and none of the tranches may remain outstanding later than ten years from the grant date.

How many VENU stock options does Jay W. Roth hold after this transaction?

Following this reported transaction, Jay W. Roth beneficially owns 3,000,000 stock options directly, as shown in the Form 4’s derivative securities table.

Was the stock option grant to VENU’s CEO approved and is it exempt under SEC rules?

Yes. The footnotes state that the grant of this stock option to the Reporting Person was approved by the board of directors of Venu Holding Corporation and is exempt from Section 16(b) pursuant to Rule 16b-3(d)(1).