Venu Holding Corporation SEC Filings

Soluna Holdings, Inc. (Nasdaq: SLNH / SLNHP) filed a Form 8-K under Item 8.01 (Other Events). The Board of Directors set August 18, 2025 as the date of the Company’s 2025 Annual Meeting of Stockholders and designated June 30, 2025 as the record date for determining shareholders entitled to notice of, and to vote at, the meeting. Because the new meeting date is more than 30 days later than last year’s meeting, the Company has reset the Rule 14a-8 deadline for shareholder proposals: submissions must be received by the Corporate Secretary no later than July 15, 2025 to be eligible for inclusion in the proxy statement. Proposals must also satisfy Nevada law, SEC regulations, and the Company’s Bylaws. The specific time and location of the meeting will be disclosed in the forthcoming proxy statement.

No financial results, transactions, or strategic changes were disclosed; the filing is limited to scheduling and procedural matters.

Relay Therapeutics, Inc. (RLAY) – Form 4 filing dated 07/01/2025

Chief Corporate Development Officer Peter Rahmer reported the purchase of 5,000 shares of common stock on 06/30/2025 through the company’s 2020 Employee Stock Purchase Plan (ESPP). The shares were acquired at $2.94 each, representing 85% of the closing market price that day, in a transaction coded “A” and exempt under Rule 16b-3.

Following the purchase, Rahmer’s total beneficial ownership increased to 395,081 shares, which includes 204,715 restricted stock units (RSUs). The filing notes that the officer voluntarily reported the ESPP purchase and that the transaction was executed directly, not through an indirect vehicle.

While the dollar value of the transaction is modest (≈ $14,700), insider buying—especially by a senior officer—can be interpreted as a show of confidence. However, because the acquisition occurred under a pre-arranged ESPP at a routine discount, its informational value is lower than an open-market purchase.

Relay Therapeutics, Inc. (RLAY) – Form 4 filing dated 07/01/2025

Chief Corporate Development Officer Peter Rahmer reported the purchase of 5,000 shares of common stock on 06/30/2025 through the company’s 2020 Employee Stock Purchase Plan (ESPP). The shares were acquired at $2.94 each, representing 85% of the closing market price that day, in a transaction coded “A” and exempt under Rule 16b-3.

Following the purchase, Rahmer’s total beneficial ownership increased to 395,081 shares, which includes 204,715 restricted stock units (RSUs). The filing notes that the officer voluntarily reported the ESPP purchase and that the transaction was executed directly, not through an indirect vehicle.

While the dollar value of the transaction is modest (≈ $14,700), insider buying—especially by a senior officer—can be interpreted as a show of confidence. However, because the acquisition occurred under a pre-arranged ESPP at a routine discount, its informational value is lower than an open-market purchase.

Relay Therapeutics, Inc. (RLAY) – Form 4 filing dated 07/01/2025

Chief Corporate Development Officer Peter Rahmer reported the purchase of 5,000 shares of common stock on 06/30/2025 through the company’s 2020 Employee Stock Purchase Plan (ESPP). The shares were acquired at $2.94 each, representing 85% of the closing market price that day, in a transaction coded “A” and exempt under Rule 16b-3.

Following the purchase, Rahmer’s total beneficial ownership increased to 395,081 shares, which includes 204,715 restricted stock units (RSUs). The filing notes that the officer voluntarily reported the ESPP purchase and that the transaction was executed directly, not through an indirect vehicle.

While the dollar value of the transaction is modest (≈ $14,700), insider buying—especially by a senior officer—can be interpreted as a show of confidence. However, because the acquisition occurred under a pre-arranged ESPP at a routine discount, its informational value is lower than an open-market purchase.

Venu Holding (NYSE:VENU) filed an 8-K disclosing two material equity actions.

1) Series A 8.0% Cumulative Redeemable Convertible Preferred Stock: the board filed a Certificate of Designation authorizing 5,000,000 shares at a $15 stated value. Shares earn an 8% cash dividend, rank senior to common, are convertible 1-for-1 at any time, and may be company-redeemed after year 5. The Series A will be offered under Regulation A.

2) $15 million debt conversion: on 24 Jun 2025 the holder of three convertible notes (agg. principal $15 m) converted all principal and accrued interest into 1,542,367 common shares at $10.00, fully satisfying the notes.

The preferred creation strengthens funding flexibility but introduces an 8% fixed dividend and future dilution, while the note conversion removes debt and interest at the cost of immediate share dilution.

Form 4 Filing Details: David Lavigne, Director of Venu Holding Corp (VENU), reported multiple stock transactions executed on June 23-24, 2025.

Direct Ownership Transactions:

• June 23: Sold 724 shares at $13.44 per share, reducing direct holdings to 178,576 shares
• June 24: Sold 555 shares at $13.05 per share, further reducing direct holdings to 178,021 shares

Indirect Ownership Transactions: Through spouse's holdings:

• June 23: Sold 505 shares at $13.44 per share, reducing indirect holdings to 6,735 shares
• June 24: Sold 221 shares at $13.05 per share, further reducing indirect holdings to 6,514 shares

Total combined sale: 2,005 shares. The filing indicates Mr. Lavigne disclaims beneficial ownership of shares held by spouse except for his pecuniary interest.

Heather Atkinson, Chief Financial Officer and Director of Venu Holding Corp (VENU), reported two insider sales transactions:

• On June 23, 2025: Sold 950 shares at $13.44 per share
• On June 24, 2025: Sold 910 shares at $13.05 per share

Following these transactions, Atkinson's direct ownership decreased to 146,388 shares. The sales represent a relatively small portion (approximately 1.3%) of her total holdings. No derivative securities were involved in these transactions. The Form 4 was filed on June 28, 2025, within the required reporting timeframe.

Venu Holding (VENU) filed a routine Form 4 reporting insider sales by CEO/Chairman Jay W. Roth on 06/23-24/2025.

Roth disposed of 46,506 common shares at prices between $13.05 – $13.44, for proceeds of roughly $0.62 million. His direct and indirect ownership now totals about 10.3 million shares, a reduction of less than 1% of his prior stake. No derivative transactions or 10b5-1 plan designations were disclosed. The filing contains no indications of strategic shifts or material changes and is therefore considered standard regulatory reporting.

Venu Holding Corporation (VENU) – Form 144 filing overview

An unidentified affiliate has filed a Form 144 to sell up to 101,504 common shares through broker T.R. Winston & Company on or about 23 June 2025. The proposed sale is valued at $1.04 million, implying a per-share price of roughly $10.22. With 37.52 million shares outstanding, the notice represents approximately 0.27 % of the public float.

The filer originally acquired the shares directly from the issuer in four separate cash transactions between 2018 and 2022. No securities have been sold by the filer in the last three months, and the certification confirms the absence of undisclosed adverse information.

Form 144 is a pre-sale notification, not a commitment; actual disposition may vary. Nevertheless, the filing signals potential insider supply entering the market, which can create short-term price pressure. The document contains no operational or earnings data and does not affect the company’s capital structure beyond a possible ownership shift.