ROTH JAY W 4

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.