ROTH JAY W 4

What Happened

• Jay W. Roth, a 10% owner of Venu Holding Corp (VENU), was granted 2,500,000 warrants (recorded as a derivative award) on June 5, 2026. The filing reports an acquisition price of $0, i.e., no cash paid at grant as recorded on the Form 4.

Key Details

• Transaction date: 2026-06-05; Form 4 filed: 2026-06-09 (filed four days after the transaction date).
• Transaction type/code: A (Grant/Award — derivative instrument, warrant).
• Shares/warrants received: 2,500,000 warrants; price reported: $0 (no immediate cash outlay recorded).
• Shares owned after transaction: Not specified in the provided filing summary.
• Footnote: The warrant is owned directly by J.W. Roth Holding Corporation (HoldCo). As an officer/director of HoldCo, Mr. Roth is deemed an indirect beneficial owner of the securities held by HoldCo. The grant was board-approved and stated to be exempt from Section 16(b) under Rule 16b-3(d)(1).

Context

• This was a grant of a derivative (warrant), not an open-market purchase or sale. Warrants give the holder the right to buy shares in the future under specified terms; the Form 4 reports the grant but does not show any immediate exercise or sale. The filing was submitted several days after the grant date, which may be later than the typical two-business-day Form 4 reporting window.