[Form 4] Venu Holding Corporation Insider Trading Activity

Rhea-AI Filing Summary

Venu Holding Corp (VENU) – SEC Form 4 filing dated 07/14/2025. CEO & Chairman Jay W. Roth disclosed a series of open-market sales of the company’s common stock on 07/10/2025 and 07/11/2025.

• Direct sales: 2,304 shares at $12.39 and 3,055 shares at $12.20; direct ownership after the transactions is 9,247,699 shares.
• Indirect sales (KMR Living Trust): 627 shares at $12.39 and 832 shares at $12.20; indirect ownership after the transactions is 999,720 shares.
• All transactions were coded “S” (open-market sale) under Section 16(a).
• The filing was signed on 07/14/2025 by Heather Atkinson under power of attorney.

The Form 4 reports a cumulative disposition of 6,818 shares at prices ranging from $12.20–$12.39. No derivative securities were involved, and no purchases were reported.

Positive

• None.

Negative

• CEO & Chairman insider sale: Jay W. Roth disposed of 6,818 common shares in open-market transactions, which can be viewed as a negative signal, albeit modest.

Insights

Securities Analyst

TL;DR Small open-market sale by CEO; amounts appear immaterial relative to remaining holdings—sentiment mildly negative but likely low impact.

The Form 4 shows Jay W. Roth selling 6,818 VENU shares over two days. While insider sales can raise concern, the disclosed sales are modest compared with his post-transaction direct holding of 9.25 million shares and nearly 1 million shares held indirectly via the KMR Living Trust. No accompanying derivative activity or 10b5-1 plan notation was marked, suggesting discretionary timing. Absent additional context such as ongoing stock-based compensation or prearranged trading plans, the transaction reads as routine portfolio rebalancing rather than a significant signal. Therefore, market impact is expected to be limited.

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
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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).

X

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^*

Cominsky Stephen Joseph

(Last) (First) (Middle)

C/O VENU HOLDING CORPORATION

1755 TELSTAR DRIVE, SUITE 501

(Street)

COLORADO SPRINGS CO 80920

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/11/2025

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	07/11/2025		S		93	D	$12.2	67,049	D

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:

	/s/ Heather Atkinson, as attorney-in-fact for Cominsky	07/14/2025
	** 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

How many VENU shares did CEO Jay W. Roth sell on July 10, 2025?

He sold 2,304 shares directly and 627 shares indirectly on 07/10/2025.

What prices were the VENU shares sold for?

Shares were sold at $12.39 on 07/10/2025 and $12.20 on 07/11/2025.

How many shares does Jay W. Roth own after the reported transactions?

He holds 9,247,699 shares directly and 999,720 shares indirectly through the KMR Living Trust.

Were the transactions purchases or sales?

All reported transactions were coded "S", indicating open-market sales.

Did the filing report any derivative securities activity?

No; the section for derivative securities shows no transactions.