VENU CEO Roth sells 8,116 shares, keeps 10.3M stake – Form 4

Rhea-AI Filing Summary

Venu Holding Corp. (VENU) – Form 4 insider filing

CEO & Chairman Jay W. Roth reported four open-market sales of VENU common stock on 3 July 2025 and 7 July 2025:

• Direct: 2,723 sh @ $12.93 and 3,656 sh @ $12.56
• Indirect (KMR Living Trust): 741 sh @ $12.93 and 996 sh @ $12.56

Total shares sold: 8,116 (≈0.07 % of combined holdings).

Post-sale ownership:

• Direct – 9,261,649 sh
• Indirect (trust) – 1,004,350 sh

No derivative transactions were reported. The filing was signed by attorney-in-fact on 8 July 2025. The modest scale relative to the insider’s remaining 10.3 million-share stake suggests routine portfolio management rather than a strategic exit, yet investors often view any C-suite sales as a potential sentiment signal.

Positive

• None.

Negative

• CEO insider sale: Disposed of 8,116 shares, which can be interpreted as a mild negative sentiment signal despite being a small percentage of holdings.

Insights

Securities Analyst

TL;DR: CEO sold 8,116 shares (~$103k), keeps 10.3 M stake; minimal impact.

The disposition represents under 0.1 % of Mr. Roth’s ownership and does not materially change insider alignment. Average sale price of $12.75 gives a rough cash value of ~$103 k, immaterial against VENU’s market cap (not provided in filing). No accompanying option exercise, 10b5-1 notation, or strategic context is disclosed. While any leadership-level sale can pressure sentiment short term, the tiny percentage and continued >10 M-share holding point to routine diversification. I classify it as neutral-to-slightly negative for sentiment, not fundamental.

Insider Trade Summary

Net Seller: 8,116 shares

Net Sell 4 txns

Insider ROTH JAY W

Role CEO & Chairman

Sold 8,116 shs ($103K)

Type	Security	Shares	Price	Value
Sale	Common Stock	3,656	$12.56	$46K
Sale	Common Stock	996	$12.56	$13K
Sale	Common Stock	2,723	$12.93	$35K
Sale	Common Stock	741	$12.93	$10K

Holdings After Transaction: Common Stock — 9,261,649 shares (Direct); Common Stock — 1,004,350 shares (Indirect, By KMR Living Trust dated November 19, 2012)

Footnotes (1)

1. F1. 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many VENU shares did CEO Jay W. Roth sell?

He sold a total of 8,116 common shares across two trading days.

At what prices were the VENU shares sold?

Shares were sold at $12.93 on 3 Jul 2025 and $12.56 on 7 Jul 2025.

What is Jay W. Roth’s remaining stake in Venu Holding Corp. after the sales?

He still owns 9,261,649 shares directly and 1,004,350 shares indirectly through a trust.

Did the Form 4 report any option exercises or derivative transactions?

No. Table II shows no derivative securities acquired or disposed.

Is the transaction part of a Rule 10b5-1 trading plan?

The form includes the new 10b5-1 checkbox, but it is not checked; therefore, the sales are not disclosed as part of a pre-arranged plan.

Why can insider sales affect VENU’s share price?

Investors sometimes view executive share disposals as a signal of reduced confidence, even when the percentage sold is small.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 07/08/2025 - 08:14 PM Learn about SEC filing dates

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).

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)
07/03/2025

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	07/03/2025		S		2,723	D	$12.93	9,265,305	D
Common Stock	07/07/2025		S		3,656	D	$12.56	9,261,649	D
Common Stock	07/03/2025		S		741	D	$12.93	1,005,346	I	By KMR Living Trust dated November 19, 2012(1)
Common Stock	07/07/2025		S		996	D	$12.56	1,004,350	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	07/08/2025
	** 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.