Venu Holding (VENU) CEO adds shares and warrants in public offering

Rhea-AI Filing Summary

Venu Holding Corp director and CEO Jay W. Roth, through the JWR Living Trust, bought 62,500 shares of common stock and 62,500 accompanying common warrants in a registered underwritten public offering that closed on March 10, 2026, at an aggregate purchase price of $4.00 per share plus warrant. The common warrants are immediately exercisable at $5.00 per share and expire on the fifth anniversary of issuance, subject to a 4.99% beneficial-ownership limitation. Following these transactions, Roth reported 9,253,644 common shares held directly and 999,720 common shares held indirectly through the KMR Living Trust, in addition to the new JWR Living Trust holdings.

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

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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)
03/10/2026

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								9,253,644	D
Common Stock, par value $0.001(1)	03/10/2026		P		62,500	A	$4(2)	62,500	I	By JWR Living Trust dated November 19, 2012(3)
Common Stock, par value $0.001								999,720	I	By KMR Living Trust dated November 19, 2012(4)

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
Common Warrants (right to buy)(1)	$5	03/10/2026		P		62,500		03/10/2026(5)	03/10/2031(5)	Common Stock, par value $0.001	62,500	$4(2)	62,500	I	By JWR Living Trust dated November 19, 2012(3)

Explanation of Responses:

1. These securities of Venu Holding Corporation (the "Issuer") were purchased in the Issuer's registered underwritten public offering, which closed on March 10, 2026 (the "Offering"). Each share of the Issuer's common stock, par value $0.001 per share ("Common Stock"), sold in the Offering was accompanied by a warrant to purchase one share of Common Stock (collectively, the "Common Warrants").

2. Represents the aggregate purchase price for each share of Common Stock and accompanying Common Warrant purchased in the Offering.

3. These securities 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.

4. 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 securities held by the KMR Living Trust.

5. These Common Warrants are immediately exercisable and will expire on the fifth anniversary of their issuance, subject to the beneficial-ownership limitation set forth in the Common Warrants, which prohibits the holder from exercising the Common Warrants if such exercise would cause the holder, together with its affiliates, to own more than 4.99% of the Issuer's total number of shares of Common Stock then issued and outstanding.

	/s/ Heather Atkinson, as attorney-in-fact for Jay W. Roth	03/12/2026
	** 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) insider Jay W. Roth purchase?

Jay W. Roth, via the JWR Living Trust, purchased 62,500 shares of common stock and 62,500 accompanying common warrants in Venu Holding Corp’s registered underwritten public offering that closed on March 10, 2026, at an aggregate price of $4.00 per share plus warrant.

At what prices were the Venu (VENU) securities bought and exercisable?

The JWR Living Trust paid $4.00 as the aggregate purchase price for each Venu common share and its accompanying common warrant. Each common warrant is immediately exercisable at an exercise price of $5.00 per share of common stock, as disclosed in the transaction details.

When do the Venu Holding (VENU) common warrants acquired by Jay W. Roth expire?

The common warrants acquired through the JWR Living Trust are immediately exercisable and expire on the fifth anniversary of their issuance. The filing specifies an expiration date of March 10, 2031, tying the term directly to the closing date of the underwritten public offering.

What is the 4.99% beneficial-ownership limitation on Venu (VENU) warrants?

The common warrants include a beneficial-ownership limitation that prevents the holder, together with its affiliates, from exercising if that exercise would cause them to own more than 4.99% of Venu Holding Corp’s total outstanding common shares at the time of exercise, constraining potential ownership concentration.

How many Venu Holding (VENU) shares does Jay W. Roth report owning after these transactions?

After the reported transactions, Jay W. Roth reports 9,253,644 Venu common shares held directly and 999,720 common shares held indirectly through the KMR Living Trust, along with 62,500 common shares and 62,500 common warrants held indirectly via the JWR Living Trust.

Were the Venu (VENU) insider purchases part of a public offering?

Yes. The filing states that the Venu securities were purchased in the issuer’s registered underwritten public offering, which closed on March 10, 2026. Each common share sold in this offering was accompanied by one immediately exercisable common warrant subject to a 4.99% ownership cap.