[144] Venu Holding Corporation SEC Filing

Rhea-AI Filing Summary

Form 4 overview: ReposiTrak, Inc. (TRAK) Chief Executive Officer, Director and 10% owner Randall K. Fields reported two open-market sales of the company’s common stock executed through RK Fields Charitable 2022, LLC under a Rule 10b5-1 trading plan designed to fund charitable commitments.

• 07/07/2025: 2,000 shares sold at a weighted-average price of $19.8488; indirect position in the LLC fell to 152,500 shares.
• 07/08/2025: 5,500 shares sold at a weighted-average price of $19.5748; indirect position in the LLC fell to 147,000 shares.

Scale of disposition: The combined sale of 7,500 shares represents a small fraction of Mr. Fields’ reported holdings. After the transactions he still beneficially owns:

• Direct common shares: 3,683,955
• Indirect common shares: 615,260 (Riverview Financial Corp.), 333,643 (Fields Management Inc.), 30,667 (spouse), and 147,000 (RK Fields Charitable 2022, LLC)
• Series B preferred shares (indirect): 531,432 (Riverview Financial Corp.) and 12,322 (spouse)

The dispositions were executed automatically and disclosed with detailed price ranges, suggesting routine, pre-planned activity rather than an opportunistic sale. No derivative security transactions were reported.

Positive

• Pre-planned Rule 10b5-1 sales reduce the likelihood of opportunistic trading, lowering potential negative perception.
• Insider retains a substantial stake (over 4.8 million common shares), signaling continued alignment with shareholders.

Negative

• Insider selling by the CEO can be perceived as a bearish signal, even if modest.
• Total of 7,500 shares sold adds to market supply and may weigh on near-term sentiment, albeit marginally.

Insights

Financial Analyst

TL;DR: Modest insider sale (7,500 shares) via 10b5-1 plan; minimal ownership impact, neutral signal.

The CEO’s charitable LLC reduced its stake by about 5% (from 154,500 to 147,000 shares) over two days, fetching average prices near $19.7–$19.9. Although insider sales often raise concerns, three mitigating factors temper the interpretation: (1) the trades were executed under a pre-established Rule 10b5-1 plan, (2) proceeds fund charitable obligations, and (3) Mr. Fields retains more than 4.8 million common shares across direct and indirect holdings, so the sale constitutes roughly 0.2% of his total common ownership. No options were exercised, and no derivatives were involved, indicating the sale is not tied to an equity-compensation event. From a liquidity standpoint, 7,500 shares is immaterial to TRAK’s float. Accordingly, the filing is neutral to slightly negative for sentiment but unlikely to affect valuation or trading dynamics.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	T.R. Winston & Company 376 Main Street, P.O. Box 74 Bedminster, NJ 07921	8968	111650.00	40080292	07/09/2025	NYSE AMERICAN

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common Stock	03/20/2024	Warrant Exercise	Issuer			8136	03/20/2024	Cash
Common Stock	05/14/2024	Warrant Exercise	Issuer			832	05/14/2024	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many TRAK shares did CEO Randall K. Fields sell?

He sold 7,500 common shares (2,000 on 07/07/2025 and 5,500 on 07/08/2025).

At what prices were the TRAK shares sold?

Weighted-average prices were $19.8488 on 07/07/2025 and $19.5748 on 07/08/2025.

Was the sale part of a pre-arranged plan?

Yes. Both transactions were executed automatically under a Rule 10b5-1 trading plan to meet charitable commitments.

How many TRAK shares does the CEO still own?

Post-sale, he reports 3,683,955 direct and 1,126,570 indirect common shares, plus preferred holdings.

Did the filing disclose any option exercises or derivative transactions?

No. Table II lists no derivative activity; only common-stock dispositions were reported.