Venu Holding grants 5M warrants to J.W. Roth Holding

The warrants give J.W. Roth Holding Corporation the right to acquire 5,000,000 Venu common shares at $1.20 per share through October 19, 2031.

Rhea-AI Filing Summary

Venu Holding Corp (VENU) reported a grant of 5,000,000 warrants to J.W. Roth Holding Corporation on October 20, 2026. The warrants cover 5,000,000 shares of common stock at an exercise price of $1.20 per share and expire October 19, 2031. CEO & Chairman Jay W. Roth is deemed to have indirect beneficial ownership through his pecuniary interest in the holding company; the reported resulting position is 5,000,000 warrants.

Insider Trade Summary

Grant/Award: 5,000,000 shares

Grant/Award 1 txn

Insider ROTH JAY W

Role CEO & Chairman

Type	Security	Shares	Price	Value
Grant/Award	Warrant (right to buy) F1	5,000,000	$0.00	$0.00

Holdings After Transaction: Warrant (right to buy) — 5,000,000 contracts (Indirect, By J.W. Roth Holding Corporation)

Footnotes (1)

1. F1. This warrant is owned directly by J.W. Roth Holding Corporation ("HoldCo"). As an officer and director of HoldCo, Mr. Jay W. Roth is deemed to have indirect beneficial ownership of the securities held by HoldCo due to his pecuniary interest therein. The grant of this warrant was approved by the board of directors of Venu Holding Corporation 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.

Key Figures

Warrants granted: 5,000,000 warrants Common shares underlying warrants: 5,000,000 shares Exercise price: $1.20 per share +1 more

4 metrics

Warrants granted 5,000,000 warrants Granted October 20, 2026, to J.W. Roth Holding Corporation

Common shares underlying warrants 5,000,000 shares Underlying security for the warrant grant

Exercise price $1.20 per share Warrant terms

Warrant expiration October 19, 2031 Warrant terms

Key Terms

warrant, indirect beneficial ownership, pecuniary interest, Section 16(b)

4 terms

warrant financial

"This warrant is owned directly by J.W. Roth Holding Corporation"

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

indirect beneficial ownership regulatory

"deemed to have indirect beneficial ownership"

pecuniary interest financial

"due to his pecuniary interest therein"

Section 16(b) regulatory

"exempt from Section 16(b) of the Securities Exchange Act"

A federal rule that requires company insiders—like officers, directors and large shareholders—to return any profits made from buying and selling the company’s stock within a six-month window. It matters to investors because it discourages short-term trades that could exploit non-public information and helps protect outside shareholders by creating a simple, enforceable way to recover unfair gains, much like a rule stopping someone from flipping a limited-edition item for quick profit after getting early access.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many warrants were granted to J.W. Roth Holding Corporation for VENU?

J.W. Roth Holding Corporation received 5,000,000 warrants on October 20, 2026. They cover 5,000,000 shares of Venu common stock, and Jay W. Roth is deemed to have indirect beneficial ownership through his pecuniary interest in the holding company.

Was the VENU warrant grant approved by the board?

Yes. Venu Holding Corporation’s board of directors approved the grant, which the footnote states is exempt from Section 16(b) of the Securities Exchange Act under Rule 16b-3(d)(1).

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 10/22/2026 - 07:00 PM EDT Accepted by SEC EDGAR 10/22/2026 - 07:00 PM EDT Learn about SEC filing dates

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 COLORADO 80920

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/20/2026

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

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

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

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
Warrant (right to buy)	$1.2	10/20/2026		A		5,000,000		10/20/2026	10/19/2031	Common Stock, par value $0.001 per share	5,000,000	$0	5,000,000	I	By J.W. Roth Holding Corporation(1)

Explanation of Responses:

1. This warrant is owned directly by J.W. Roth Holding Corporation ("HoldCo"). As an officer and director of HoldCo, Mr. Jay W. Roth is deemed to have indirect beneficial ownership of the securities held by HoldCo due to his pecuniary interest therein. The grant of this warrant was approved by the board of directors of Venu Holding Corporation 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.

	/s/ Heather Atkinson, at attorney-in-fact for Jay W. Roth	10/22/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)