Jay W. Roth boosts stake in Venu Holding Corp (VENU)

Rhea-AI Filing Summary

Venu Holding Corp director, CEO and Chairman Jay W. Roth reported an open-market purchase of 4,000 shares of common stock at $5.23 per share. Following this transaction, he directly holds 9,253,644 common shares. He is also deemed to have indirect beneficial ownership of 999,720 shares held by the KMR Living Trust dated November 19, 2012.

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)
02/20/2026

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
Common Stock, par value $0.001	02/20/2026		P		4,000	A	$5.23	9,253,644	D
Common Stock, par value $0.001								999,720	I	By KMR Living Trust dated November 19, 2012(1)

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

Explanation of Responses:

1. These shares of common stock are owned directly by the KMR Living Trust dated November 19, 2012 (the "KMR 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 shares held by the KMR Living Trust.

	/s/ Heather Atkinson, as attorney-in-fact for Jay W. Roth	02/23/2026
	** 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.

FAQ

What insider transaction did Venu Holding Corp (VENU) report for Jay W. Roth?

Jay W. Roth reported an open-market purchase of 4,000 Venu Holding Corp common shares. The transaction involved common stock with a par value of $0.001 per share and was coded as a purchase in an open market or private transaction.

How many Venu (VENU) shares did Jay W. Roth buy and at what price?

Jay W. Roth bought 4,000 Venu Holding Corp common shares at a price of $5.23 per share. The transaction is classified as an open-market purchase, indicating he increased his position through a direct acquisition of additional shares.

What is Jay W. Roth’s direct Venu (VENU) share ownership after this Form 4?

After the reported transaction, Jay W. Roth directly owns 9,253,644 Venu Holding Corp common shares. This total reflects his holdings immediately following the 4,000-share open-market purchase disclosed in the Form 4 insider filing data.

What indirect Venu (VENU) holdings are attributed to Jay W. Roth through the KMR Living Trust?

Jay W. Roth is deemed to have indirect beneficial ownership of 999,720 Venu Holding Corp shares held by the KMR Living Trust dated November 19, 2012. He serves as a trustee of this trust, which holds the common stock position.

What roles does Jay W. Roth hold at Venu Holding Corp (VENU)?

Jay W. Roth serves as a director, CEO and Chairman of Venu Holding Corp and is also identified as a ten percent owner. These leadership and ownership roles make his insider transactions particularly relevant for monitoring major shareholder activity.

How is the KMR Living Trust related to Jay W. Roth’s Venu (VENU) ownership?

The KMR Living Trust dated November 19, 2012 directly owns certain Venu shares, with Jay W. Roth acting as a trustee. Because of this trustee role, he is deemed to have indirect beneficial ownership of the 999,720 common shares held by the trust.