ROTH JAY W 4
4 · Venu Holding Corp · Filed Mar 12, 2026
Research Summary
AI-generated summary of this filing
Venu (VENU) 10% Owner Jay W. Roth Buys Shares and Warrants
What Happened
Jay W. Roth, a reported 10% owner (trustee) of Venu Holding Corp (VENU), participated in the company's registered underwritten public offering that closed March 10, 2026. He acquired 62,500 shares of common stock and 62,500 accompanying common warrants at an aggregate price of $4.00 per share/warrant unit—$250,000 for the shares and $250,000 for the warrants, for a combined purchase of $500,000. This was a purchase (buy), not a sale.
Key Details
- Transaction date: March 10, 2026; Form 4 filed March 12, 2026 (timely filing).
- Purchase details: 62,500 shares @ $4.00 = $250,000; 62,500 common warrants (derivative) @ $4.00 = $250,000.
- Securities acquired in the issuer's registered underwritten public offering; each share sold in the offering was accompanied by a warrant. (Footnotes F1–F2)
- Ownership: Mr. Roth is trustee of the JWR Living Trust and the KMR Living Trust and is deemed to have indirect beneficial ownership of securities held by those trusts. (Footnotes F3–F4)
- Warrants: Immediately exercisable, expire five years after issuance, and subject to a beneficial-ownership exercise cap that prevents exercise that would raise ownership above 4.99% of outstanding common stock. (Footnote F5)
- Shares owned after the transaction: not specified in the provided filing excerpt.
Context
- The filing shows a purchase in a registered offering (common stock plus attached warrants). For retail investors, purchases by insiders, especially material ones, can be interpreted as a positive signal but do not guarantee future performance.
- The derivative entry represents acquisition of warrants (not an option exercise); those warrants can be exercised later subject to the stated ownership limit.
Insider Transaction Report
Form 4
ROTH JAY W
DirectorCEO & Chairman10% Owner
Transactions
- Purchase
Common Stock, par value $0.001
[F1][F2][F3]2026-03-10$4.00/sh+62,500$250,000→ 62,500 total(indirect: By Trust) - Purchase
Common Warrants (right to buy)
[F1][F2][F5][F3]2026-03-10$4.00/sh+62,500$250,000→ 62,500 total(indirect: By Trust)Exercise: $5.00From: 2026-03-10Exp: 2031-03-10→ Common Stock, par value $0.001 (62,500 underlying)
Holdings
- 9,253,644
Common Stock, par value $0.001
- 999,720(indirect: By Trust)
Common Stock, par value $0.001
[F4]
Footnotes (5)
- [F1]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").
- [F2]Represents the aggregate purchase price for each share of Common Stock and accompanying Common Warrant purchased in the Offering.
- [F3]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.
- [F4]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.
- [F5]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.
Signature
/s/ Heather Atkinson, as attorney-in-fact for Jay W. Roth|2026-03-12