Was Jay W. Roth’s VENU share purchase under a Rule 10b5-1 trading plan?

The document-level Rule 10b5-1 checkbox is not marked as applicable, and no footnote indicates use of a Rule 10b5-1 trading plan for this 1,000-share purchase at $1.8978 per share.

Venu CEO buys 1,000 shares at $1.8978

Q: What insider transaction did VENU report for Jay W. Roth?

Jay W. Roth, CEO, Chairman and ten percent owner of VENU, purchased 1,000 shares of common stock on 2026-08-25 at $1.8978 per share in an open-market or private transaction, increasing his directly held position.

Q: How many VENU shares does Jay W. Roth own directly after this Form 4 transaction?

After the reported purchase, Jay W. Roth holds 9,271,864 shares of Venu Holding Corp common stock directly, as shown in the Form 4 entry for total shares following the transaction.

Q: What indirect VENU shareholdings are reported for Jay W. Roth?

The Form 4 reports 62,500 VENU shares held by the JWR Living Trust and 999,720 shares held by the KMR Living Trust. Mr. Roth is a trustee of both trusts and is deemed to have indirect beneficial ownership of these shares.

Q: What type of security did Jay W. Roth trade in this VENU Form 4?

The transaction involved Common Stock, par value $0.001 of Venu Holding Corp. The Form 4 does not report any derivative security transactions for this date.

Q: What is Jay W. Roth’s role at Venu Holding Corp (VENU)?

Jay W. Roth is reported as CEO & Chairman of Venu Holding Corp and a ten percent owner, according to the reporting person information on the Form 4.

Venu Holding Corp (VENU) reported that CEO, Chairman and ten percent owner Jay W. Roth purchased 1,000 shares of common stock on 2026-08-25 in an open-market or private transaction at $1.8978 per share.

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Filing Sentiment

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Sentiment and the balance of points

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Rhea-AI Filing Summary

Venu Holding Corp (VENU) reported that CEO, Chairman and ten percent owner Jay W. Roth purchased 1,000 shares of common stock on 2026-08-25 in an open-market or private transaction at $1.8978 per share. Following this purchase, he holds 9,271,864 shares of common stock directly.

In addition, the filing reports indirect holdings of 62,500 shares held by the JWR Living Trust dated November 19, 2012 and 999,720 shares held by the KMR Living Trust dated November 19, 2012, where Mr. Roth is a trustee and is deemed to have indirect beneficial ownership. The Rule 10b5-1 trading plan checkbox was not marked as applicable.

Insights

Analyzing...

Insider Trade Summary

Net Buyer: 1,000 shares

Net Buy 3 txns

Insider ROTH JAY W

Role CEO & Chairman

Bought 1,000 shs ($2K)

Type	Security	Shares	Price	Value
Purchase	Common Stock, par value $0.001	1,000	$1.8978	$2K
holding	Common Stock, par value $0.001 ^F1	--	--	--
holding	Common Stock, par value $0.001 ^F2	--	--	--

Holdings After Transaction: Common Stock, par value $0.001 — 9,271,864 shares (Direct); Common Stock, par value $0.001 — 62,500 shares (Indirect, By JWR Living Trust dated November 19, 2012); Common Stock, par value $0.001 — 999,720 shares (Indirect, By KMR Living Trust dated November 19, 2012)

Footnotes (2)

F1. These shares of common stock are owned directly by the JWR Living Trust dated November 19, 2012 (the "JWR Living Trust"), of which Mr. Jay W. Roth is a trustee. As a trustee, Mr. Roth is deemed to have indirect beneficial ownership of the securities held by the JWR Living Trust.
F2. These shares of common stock are owned directly by the KMR Living Trust dated November 19, 2012 (the "KMR Living Trust"), of which Mr. Roth is a trustee. As a trustee, Mr. Roth is deemed to have indirect beneficial ownership of the shares held by the KMR Living Trust.

Key Figures

Shares purchased: 1,000 shares of common stock Purchase price per share: $1.8978 per share Direct holdings after transaction: 9,271,864 shares of common stock +3 more

6 metrics

Shares purchased 1,000 shares of common stock Open-market or private purchase on 2026-08-25

Purchase price per share $1.8978 per share Price for 1,000-share purchase of common stock on 2026-08-25

Direct holdings after transaction 9,271,864 shares of common stock Total shares directly owned by Jay W. Roth following the 2026-08-25 purchase

Indirect holdings – JWR Living Trust 62,500 shares of common stock Shares held by JWR Living Trust dated November 19, 2012, with Mr. Roth as trustee

Indirect holdings – KMR Living Trust 999,720 shares of common stock Shares held by KMR Living Trust dated November 19, 2012, with Mr. Roth as trustee

Net buy-sell shares 1,000 shares (net buy) Form 4 transaction summary for this filing date

Key Terms

beneficial ownership, indirect beneficial ownership, Living Trust, ten percent owner, +1 more

5 terms

beneficial ownership financial

"Mr. Roth is deemed to have indirect beneficial ownership of the securities"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

indirect beneficial ownership financial

"Mr. Roth is deemed to have indirect beneficial ownership of the securities"

Living Trust financial

"JWR Living Trust dated November 19, 2012 (the "JWR Living Trust")"

ten percent owner regulatory

"reporting person is a director, officer and ten percent owner"

Rule 10b5-1 regulatory

"The Rule 10b5-1 trading plan checkbox was not marked as applicable"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

FAQ

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

What insider transaction did VENU report for Jay W. Roth?

Jay W. Roth, CEO, Chairman and ten percent owner of VENU, purchased 1,000 shares of common stock on 2026-08-25 at $1.8978 per share in an open-market or private transaction, increasing his directly held position.

How many VENU shares does Jay W. Roth own directly after this Form 4 transaction?

After the reported purchase, Jay W. Roth holds 9,271,864 shares of Venu Holding Corp common stock directly, as shown in the Form 4 entry for total shares following the transaction.

What indirect VENU shareholdings are reported for Jay W. Roth?

The Form 4 reports 62,500 VENU shares held by the JWR Living Trust and 999,720 shares held by the KMR Living Trust. Mr. Roth is a trustee of both trusts and is deemed to have indirect beneficial ownership of these shares.

What type of security did Jay W. Roth trade in this VENU Form 4?

The transaction involved Common Stock, par value $0.001 of Venu Holding Corp. The Form 4 does not report any derivative security transactions for this date.

What is Jay W. Roth’s role at Venu Holding Corp (VENU)?

Jay W. Roth is reported as CEO & Chairman of Venu Holding Corp and a ten percent owner, according to the reporting person information on the Form 4.

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

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Available on EDGAR 08/26/2026 - 04:06 PM EDT Accepted by SEC EDGAR 08/26/2026 - 04:05 PM EDT

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)
08/25/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001	08/25/2026		P		1,000	A	$1.8978	9,271,864	D
Common Stock, par value $0.001								62,500	I	By JWR Living Trust dated November 19, 2012⁽¹⁾
Common Stock, par value $0.001								999,720	I	By KMR Living Trust dated November 19, 2012⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. These shares of common stock are owned directly by the JWR Living Trust dated November 19, 2012 (the "JWR Living Trust"), of which Mr. Jay W. Roth is a trustee. As a trustee, Mr. Roth is deemed to have indirect beneficial ownership of the securities held by the JWR Living Trust.

2. These shares of common stock are owned directly by the KMR Living Trust dated November 19, 2012 (the "KMR Living Trust"), of which Mr. Roth is a trustee. As a trustee, Mr. Roth is deemed to have indirect beneficial ownership of the shares held by the KMR Living Trust.

	/s/ Heather Atkinson, as attorney-in-fact for Jay W. Roth	08/26/2026
	** 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)

Source: View Original Filing on SEC EDGAR