ROTH JAY W 4

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.