VENU director transfers 476,190 shares in non-open-market deal

Rhea-AI Filing Summary

Venu Holding Corp (VENU) disclosed an insider transaction by director Kevin W. O’Neil. On November 5, 2025, he disposed of 476,190 shares of common stock in a privately negotiated, non‑open‑market transaction as partial consideration for the acquisition of real estate, valued at $13.44 per share.

Following the transaction, O’Neil beneficially owns 2,076,505 shares directly and 1,563,962 shares indirectly through KWO LLC.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider O'Neil Kevin Wayne

Role 10% Owner

Type	Security	Shares	Price	Value
Other	Common Stock	427,000	$13.44	$5.74M
Other	Common Stock	49,190	$13.44	$661K

Holdings After Transaction: Common Stock — 2,076,505 shares (Direct); Common Stock — 1,563,962 shares (Indirect, Owned by KWO LLC)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

O'Neil Kevin Wayne

(Last) (First) (Middle)

690 MISSION HILL WAY

(Street)

COLORADO SPRINGS CO 80921

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Venu Holding Corp [ VENU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/05/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/05/2025		J(1)		427,000	D	$13.44	2,076,505	D
Common Stock	11/05/2025		J(1)		49,190	D	$13.44	1,563,962	I	Owned by KWO LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On November 5, 2025, the reporting person disposed an aggregate of 476,190 shares of the issuer's common stock in privately-negotiated, non-open-market transaction as partial consideration for the acquisition of real estate. The shares were valued by the parties at $13.44 per share for purposes of the transaction.

	Kevin W. O'Neil	11/07/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did VENU report on Form 4?

Director Kevin W. O’Neil disposed of 476,190 shares in a privately negotiated, non-open-market deal as partial consideration for real estate, valued at $13.44 per share.

When did the VENU insider transaction occur?

The transaction date was November 5, 2025.

What was the valuation used for the VENU share transfer?

The parties valued the shares at $13.44 per share for the transaction.

How many VENU shares does Kevin W. O’Neil own after the transaction?

He owns 2,076,505 shares directly and 1,563,962 shares indirectly through KWO LLC.

Was the VENU transaction executed on the open market?

No. It was a privately negotiated, non-open-market transaction.

What was the nature of consideration in the VENU insider deal?

Shares were transferred as partial consideration for the acquisition of real estate.