Insider Watch: Venu Holding CEO Jay Roth Trims Minor Position

Rhea-AI Filing Summary

Venu Holding Corp. (VENU) – Form 4 Insider Transaction Summary

CEO & Chairman Jay W. Roth reported the disposition of 14,817 common shares over two trading sessions:

• 07-08-2025: 6,149 direct shares sold at $12.88; 1,674 trust shares sold at $12.88.
• 07-09-2025: 5,497 direct shares sold at $12.31; 1,497 trust shares sold at $12.31.

Total proceeds are roughly $187k at an average price near $12.63.

Post-sale ownership stands at 9,250,003 direct shares and 1,001,179 indirect shares via the KMR Living Trust, indicating the transactions reduced Roth’s combined stake by less than 0.2%. No derivative security activity was disclosed.

Positive

• None.

Negative

• Insider selling by the CEO, even if small, can be perceived as a potential negative signal regarding short-term price expectations.

Insights

Securities Analyst

TL;DR: CEO sold 0.2% of holdings; signal is mildly negative but immaterial.

The reported sales are small relative to Mr. Roth’s ~10.25 million-share stake, suggesting routine portfolio management or liquidity rather than a strategic exit. The absence of accompanying option exercises, 10b5-1 plan disclosure, or large block disposition tempers any bearish interpretation. For most investors, the move is not expected to influence valuation or liquidity dynamics.

Corporate Governance Expert

TL;DR: Minor insider sales warrant monitoring but don’t alter governance risk profile.

Because Roth retains an overwhelming ownership position and control roles (CEO & Chairman), these modest transactions do not meaningfully shift control or align minority-shareholder interests. Nevertheless, consistent quarterly selling could indicate diversification motives. Investors should continue to track Form 4 filings for any acceleration in insider selling trends.

Insider Trade Summary

Net Seller: 14,817 shares ($186,856)

Net Sell 4 txns

Insider ROTH JAY W

Role CEO & Chairman

Sold 14,817 shs ($187K)

Type	Security	Shares	Price	Value
Sale	Common Stock	5,497	$12.31	$68K
Sale	Common Stock	1,497	$12.31	$18K
Sale	Common Stock	6,149	$12.88	$79K
Sale	Common Stock	1,674	$12.88	$22K

Holdings After Transaction: Common Stock — 9,250,003 shares (Direct); Common Stock — 1,001,179 shares (Indirect, By KMR Living Trust dated November 19, 2012)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 07/10/2025 - 05:44 PM Learn about SEC filing dates

FAQ

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

He sold 14,817 common shares over two days (July 8-9, 2025).

At what prices were the VENU shares sold?

Sales occurred at $12.88 on July 8 and $12.31 on July 9 2025.

What is Roth’s remaining ownership in VENU after the transactions?

He holds 9,250,003 shares directly and 1,001,179 shares indirectly through a trust.

Did the filing disclose any option exercises or derivative transactions?

No, Table II showed no derivative security activity for the period.

Is the size of the sale considered material?

The disposal represents less than 0.2% of Roth’s total holdings, generally viewed as immaterial.

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)
07/08/2025

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	07/08/2025		S		6,149	D	$12.88	9,255,500	D
Common Stock	07/09/2025		S		5,497	D	$12.31	9,250,003	D
Common Stock	07/08/2025		S		1,674	D	$12.88	1,002,676	I	By KMR Living Trust dated November 19, 2012(1)
Common Stock	07/09/2025		S		1,497	D	$12.31	1,001,179	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	07/10/2025
	** 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.