[Form 4] Venu Holding Corporation Insider Trading Activity

Rhea-AI Filing Summary

Relay Therapeutics, Inc. (RLAY) – Form 4 filing dated 07/01/2025

Chief Corporate Development Officer Peter Rahmer reported the purchase of 5,000 shares of common stock on 06/30/2025 through the company’s 2020 Employee Stock Purchase Plan (ESPP). The shares were acquired at $2.94 each, representing 85% of the closing market price that day, in a transaction coded “A” and exempt under Rule 16b-3.

Following the purchase, Rahmer’s total beneficial ownership increased to 395,081 shares, which includes 204,715 restricted stock units (RSUs). The filing notes that the officer voluntarily reported the ESPP purchase and that the transaction was executed directly, not through an indirect vehicle.

While the dollar value of the transaction is modest (≈ $14,700), insider buying—especially by a senior officer—can be interpreted as a show of confidence. However, because the acquisition occurred under a pre-arranged ESPP at a routine discount, its informational value is lower than an open-market purchase.

Positive

• Senior officer increases personal stake, boosting total holdings to 395,081 shares, reinforcing alignment with shareholders.
• Insider transaction coded “A” (acquisition) at a 15% discount under the ESPP, indicating willingness to commit additional capital.

Negative

• Transaction size is small (~$14.7k) relative to company market cap and Rahmer’s existing ownership, limiting market impact.
• Purchase executed under an automatic ESPP, reducing the informational value compared with discretionary open-market buying.

Insights

Financial Analyst

TL;DR – Small ESPP insider buy; limited immediate valuation impact.

The 5,000-share acquisition adds less than 1% to Rahmer’s existing stake and equates to under $15k in market value, so it is unlikely to move the stock. Nevertheless, the filing confirms continued insider alignment, taking total ownership to roughly 0.3% of shares outstanding (estimate). Because the purchase was programmatic via the ESPP, it does not signal an opportunistic view on valuation. Overall impact: neutral with a slight positive sentiment signal.

Corporate Governance Expert

TL;DR – Insider participation in ESPP supports alignment; signal muted by automatic nature.

Regular participation in an ESPP shows that senior management remains invested alongside shareholders, a governance positive. The filing also discloses that 204,715 of Rahmer’s shares are RSUs, clarifying equity mix. Because purchases are discounted and pre-scheduled, regulators consider them low-risk under Rule 16b-3, but investors often discount their signaling power. I view this as a minor positive governance indicator, but not materially impactful.

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)
06/27/2025

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	06/27/2025		S		6,676	D	$12.1	9,281,302	D
Common Stock	06/27/2025		S		1,818	D	$12.1	1,009,701	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	07/01/2025
	** 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.
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FAQ

How many Relay Therapeutics (RLAY) shares did Peter Rahmer buy?

He acquired 5,000 shares of common stock.

At what price were the RLAY shares purchased?

The shares were bought at $2.94 each, equal to 85% of the closing price on 06/30/2025.

What is Peter Rahmer’s total ownership in RLAY after the transaction?

Rahmer now beneficially owns 395,081 shares, including 204,715 RSUs.

Was the purchase part of a 10b5-1 trading plan?

Yes. The filing indicates the transaction was made pursuant to the company ESPP, satisfying Rule 10b5-1(c) conditions.

Does this insider purchase materially affect Relay Therapeutics’ valuation?

Given the small dollar amount, the purchase is considered immaterial to valuation, though it offers a modest confidence signal.