ROTH JAY W 4

Accession 0001493152-26-003272

CIK 0001770501other

Filed

Jan 21, 7:00 PM ET

Accepted

Jan 22, 6:22 PM ET

Size

6.5 KB

Accession

0001493152-26-003272

AI-generated summary of this filing

Updated Jan 22, 2026

Venu (VENU) 10% Owner Jay W. Roth Receives 3,000,000-Share Option Award

What Happened

Jay W. Roth, a 10% owner of Venu Holding Corp (VENU), was granted a derivative award of options covering 3,000,000 shares on January 20, 2026. The grant is recorded at $0.00 per share (no cash paid at grant). This is an award of option rights, not the immediate purchase or sale of common stock.

Key Details

Transaction date: 2026-01-20; Form 4 filed 2026-01-22 (appears timely).
Transaction type: Grant/award of a derivative (option) covering 3,000,000 shares, reported at $0.00 per share.
Shares owned after transaction: not specified in the Form 4 filing.
Footnotes of note:
- The grant was board-approved and is exempt from Section 16(b) under Rule 16b-3(d)(1).
- Options vest in three 1,000,000-share tranches when the company’s per-share price reaches $15, $20, and $25, respectively, within defined timeframes.
- Each tranche expires five years after that tranche vests, but in no event later than ten years from the grant date.
No immediate sale or exercise reported; this is a conditional option grant.

Context

These are performance/price-triggered options: Roth only gains exercisable rights for each tranche if the specified per-share price targets are met. That means no new shares are issued to him now and no cash changed hands at grant.
As a 10% owner, this is a significant insider position; such grants are common for incentives but do not alone indicate near-term buying or selling.

Form 4

Period: 2026-01-20

DirectorCEO & Chairman10% Owner

Transactions

Award
Stock Option (Right to Buy)
[F1][F2][F3]
2026-01-20+3,000,000→ 3,000,000 total
Exercise: $8.40→ Common Stock (3,000,000 underlying)

Footnotes (3)

[F1]The grant of this stock option to the Reporting Person was approved by the board of directors of Venu Holding Corporation (the "Issuer") 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.
[F2]This option vests and becomes exercisable in three 1,000,000-share increments (each, a "Tranche") if the per-share price of the Issuer's common stock reaches $15.00, $20.00, and $25.00, respectively within a defined timeframe (each, a "Vesting Trigger").
[F3]Each Tranche will expire five years from the date such Tranche becomes vested and exercisable upon satisfaction of the applicable Vesting Trigger but in no event later than 10 years from the date of grant.

Signature

/s/ Heather Atkinson, as attorney-in-fact for Jay W. Roth|2026-01-22

1 file

Venu Holding Corp

CIK 0001770501

Entity typeother