[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.

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

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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)
07/10/2025

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	07/10/2025		S		2,304	D	$12.39	9,247,699	D
Common Stock	07/11/2025		S		3,055	D	$12.2	9,244,644	D
Common Stock	07/10/2025		S		627	D	$12.39	1,000,552	I	By KMR Living Trust dated November 19, 2012(1)
Common Stock	07/11/2025		S		832	D	$12.2	999,720	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	07/14/2025
	** Signature of Reporting Person	Date
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