Venu (NASDAQ: VENU) CEO-affiliated entity receives warrant for 2.5M shares

Rhea-AI Filing Summary

Venu Holding Corp reported that an entity associated with CEO and Chairman Jay W. Roth received a new warrant grant. J.W. Roth Holding Corporation was granted a warrant for 2,500,000 shares of common stock at an exercise price of $3.79 per share.

The warrant was granted on June 5, 2026 and expires on June 5, 2034. After this award, J.W. Roth Holding Corporation holds warrants for 2,500,000 underlying common shares, which Mr. Roth is deemed to beneficially own indirectly through his pecuniary interest in the entity.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider ROTH JAY W

Role CEO & Chairman

Type	Security	Shares	Price	Value
Grant/Award	Warrant (right to buy)	2,500,000	$0.00	--

Holdings After Transaction: Warrant (right to buy) — 2,500,000 shares (Indirect, By J.W. Roth Holding Corporation)

Footnotes (1)

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Key Figures

Warrant size: 2,500,000 warrants Underlying common shares: 2,500,000 shares Exercise price: $3.79 per share +2 more

5 metrics

Warrant size 2,500,000 warrants Grant on June 5, 2026

Underlying common shares 2,500,000 shares Common Stock, par value $0.001 per share

Exercise price $3.79 per share Conversion or exercise price of warrant

Expiration date June 5, 2034 Warrant expiration

Total warrants after grant 2,500,000 warrants Total shares following transaction held by J.W. Roth Holding Corporation

Key Terms

indirect beneficial ownership, Section 16(b) of the Securities Exchange Act of 1934, Rule 16b-3(d)(1), warrant

4 terms

indirect beneficial ownership financial

"Mr. Jay W. Roth is deemed to have indirect beneficial ownership of the securities held by HoldCo due to his pecuniary interest therein"

Section 16(b) of the Securities Exchange Act of 1934 regulatory

"The grant of this warrant was approved by the board of directors ... and is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended"

Rule 16b-3(d)(1) regulatory

"exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3(d)(1) promulgated thereunder"

warrant financial

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

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.

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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

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)
06/05/2026

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)	$3.79	06/05/2026		A		2,500,000		06/05/2026	06/05/2034	Common Stock, par value $0.001 per share	2,500,000	$0	2,500,000	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	06/09/2026
	** 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)

FAQ

What did Venu Holding Corp (VENU) disclose in this Form 4?

Venu Holding Corp disclosed a warrant grant for 2,500,000 underlying common shares to J.W. Roth Holding Corporation. CEO and Chairman Jay W. Roth is deemed to have indirect beneficial ownership through his pecuniary interest in that entity, reflecting a compensation-related equity award.

How many VENU shares are covered by the new warrant grant?

The new warrant grant covers 2,500,000 shares of Venu Holding Corp common stock. These shares are issuable upon exercise of the warrant held by J.W. Roth Holding Corporation, to which Jay W. Roth is indirectly linked through his position and pecuniary interest in that holding company.

What is the exercise price and term of the VENU warrant granted?

The warrant has an exercise price of $3.79 per share and expires on June 5, 2034. It was granted on June 5, 2026, giving J.W. Roth Holding Corporation an eight-year window to exercise for 2,500,000 common shares of Venu Holding Corp.

Who directly owns the new VENU warrant reported in this Form 4?

The warrant is owned directly by J.W. Roth Holding Corporation. As an officer and director of that entity, Jay W. Roth is deemed to have indirect beneficial ownership of the securities, reflecting his pecuniary interest, rather than holding the warrant personally in his own name.

Is the VENU warrant grant to J.W. Roth Holding Corporation exempt from Section 16(b)?

Yes. The warrant grant was approved by Venu Holding Corp’s board of directors and is stated to be exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-3(d)(1). This rule provides exemptions for certain director and officer compensation-related transactions.

Does this Form 4 show any VENU share sales by Jay W. Roth or affiliates?

No sales are reported. The Form 4 shows a grant or award acquisition of a warrant for 2,500,000 underlying common shares to J.W. Roth Holding Corporation. The transaction code is “A,” indicating a grant, award, or other acquisition rather than a disposition.