Venu Holding (VENU) major holder gifts 150,000 stock warrants

Rhea-AI Filing Summary

Venu Holding Corp reported that significant shareholder Kevin Wayne O'Neil made a bona fide gift of 150,000 warrants to an irrevocable trust. These warrants are options to buy shares at $10.00 per warrant and are scheduled to expire on January 14, 2028.

According to the disclosure, O'Neil does not serve as trustee of the trust and does not have voting or investment control or any pecuniary interest in the warrants held by the trust. After this gift, he continues to hold 1,095,000 warrants, so the transaction represents a non-market transfer rather than a sale for cash.

Insider Trade Summary

150,000 shares gifted

Mixed 1 txn

Insider O'Neil Kevin Wayne

Role null

Type	Security	Shares	Price	Value
Gift	Warrants (Option to Buy)	150,000	$0.00	--

Holdings After Transaction: Warrants (Option to Buy) — 1,095,000 shares (Direct, null)

Footnotes (1)

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Key Figures

Warrants gifted: 150,000 warrants Exercise price: $10.00 per warrant Expiration date: January 14, 2028 +3 more

6 metrics

Warrants gifted 150,000 warrants Bona fide gift to irrevocable trust

Exercise price $10.00 per warrant Warrants (Option to Buy) terms

Expiration date January 14, 2028 Maturity of gifted warrants

Warrants held after transaction 1,095,000 warrants Total warrants reported following gift

Gift transaction price $0.00 per warrant No consideration received for gift

Gifted warrant shares 150,000 shares underlying warrants Underlying security shares for gifted derivatives

Key Terms

Warrants (Option to Buy), bona fide gift, irrevocable trust, pecuniary interest, +1 more

5 terms

Warrants (Option to Buy) financial

"security_title: "Warrants (Option to Buy)""

bona fide gift financial

""Represents a bona fide gift of 150,000 warrants""

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

irrevocable trust financial

""gift of 150,000 warrants by the Reporting Person to an irrevocable trust""

An irrevocable trust is a legal arrangement where an owner transfers assets into a separate entity managed by a trustee and gives up the power to modify or reclaim those assets. For investors it matters because putting stock or other holdings into such a trust can change who controls and benefits from the assets, affect taxes and creditor protection, and influence how easy it is to sell or value those holdings—like placing valuables in a locked safe overseen by someone else.

pecuniary interest financial

""does not have any pecuniary interest in the warrants held by the trust""

voting or investment control financial

""does not have or shar voting or investment control over the warrants""

Form 4 Insider Transactions: What Each Field Means →

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

X

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^*

O'Neil Kevin Wayne

(Last) (First) (Middle)

690 MISSION HILL WAY

(Street)

COLORADO SPRINGS COLORADO 80921

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2026

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
Warrants (Option to Buy)	$10	05/07/2026		G(1)			150,000	01/14/2025	01/14/2028	Warrants	150,000	$0	1,095,000	D

Explanation of Responses:

1. Represents a bona fide gift of 150,000 warrants by the Reporting Person to an irrevocable trust. The Reporting Person does not serve as trustee of the trust, does not have or shar voting or investment control over the warrants held by the trust, and does not have any pecuniary interest in the warrants held by the trust.

	Kevin W. O'Neil	05/07/2026
	** 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)