Insider Action: VENU Chairman Trims Stake by Less Than 1%

Rhea-AI Filing Summary

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.

Insights

Securities Compliance Analyst

CEO Jay Roth sold 0.45% of his holdings over two days while retaining over 10.3 million shares, suggesting routine liquidity rather than significant concern.

This Form 4 filing reveals that CEO and Chairman Jay Roth sold approximately 46,506 shares of Venu Holding Corporation (VENU) on June 23-24, 2025, through both direct and indirect ownership channels. The transactions occurred at prices of $13.44 and $13.05 per share. Despite these sales, Roth maintains substantial ownership of VENU with 9,292,076 shares held directly and another 1,012,623 shares held indirectly through the KMR Living Trust.

The sales represent only about 0.45% of Roth's total holdings, indicating this is likely a modest portfolio rebalancing or personal liquidity decision rather than a significant reduction in position. The transaction timing across consecutive days at declining prices ($13.44 to $13.05) suggests a programmed selling plan rather than reactive selling. Indeed, the filing indicates these sales were made pursuant to a 10b5-1 plan (pre-planned trading arrangement), which executives typically establish to avoid accusations of trading on inside information.

Of particular note is that despite these sales, Roth's substantial equity position (approximately 10.3 million shares in total) demonstrates his continued significant alignment with shareholders. The minimal percentage reduction in his overall position indicates this transaction likely carries limited signal value about his confidence in the company's future prospects.

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^*

ROTH JAY W

(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
X	Officer (give title below)		Other (specify below)
	CEO, Chairman

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2025

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	06/23/2025		S		18,418	D	$13.44	9,310,122	D
Common Stock	06/24/2025		S		18,046	D	$13.05	9,292,076	D
Common Stock	06/23/2025		S		5,129	D	$13.44	1,017,536	I	By KMR Living Trust dated November 19, 2012(1)
Common Stock	06/24/2025		S		4,913	D	$13.05	1,012,623	I	By KMR Living Trust dated November 19, 2012(1)

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. These shares of common stock, par value $0.001 per share (the "Common Stock"), are owned directly by the KMR Living Trust dated November 19, 2012 (the "KMR Living Trust"), of which Mr. Jay W. Roth is a trustee. As a trustee, Mr. Roth is deemed to have indirect beneficial ownership of the shares held by the KMR Living Trust.

	/s/ Heather Atkinson, as attorney-in-fact for Jay W. Roth	06/25/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

How many VENU shares did CEO Jay W. Roth sell according to the June 2025 Form 4?

The Form 4 shows Roth sold 46,506 shares of VENU common stock for total proceeds of approximately $0.62 million.