Form 4: Venu Holding Corp CEO Jay W. Roth Sells Over 46,000 Shares Under Pre-Arranged Trading Plan

Jay W. Roth, CEO and Chairman of Venu Holding Corp, reported the sale of 46,506 shares of common stock across direct and indirect holdings in late June 2025, executed under a Rule 10b5-1 trading plan.

Summary

• Jay W. Roth, the CEO, Chairman, and a 10% owner of Venu Holding Corp (VENU), reported the sale of a total of 46,506 shares of the company's common stock.
• The sales occurred on two separate dates: June 23, 2025, and June 24, 2025.
• On June 23, 2025, Mr. Roth directly sold 18,418 shares at a price of $13.44 per share, and indirectly sold 5,129 shares through the KMR Living Trust dated November 19, 2012, also at $13.44 per share.
• On June 24, 2025, Mr. Roth directly sold 18,046 shares at a price of $13.05 per share, and indirectly sold 4,913 shares through the KMR Living Trust, also at $13.05 per share.
• Following these transactions, Mr. Roth's direct beneficial ownership stands at 9,292,076 shares.
• His indirect beneficial ownership through the KMR Living Trust is 1,012,623 shares.
• The transactions were made pursuant to a Rule 10b5-1(c) contract, instruction, or written plan, indicating a pre-scheduled sale.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to significant insider selling, but mitigated by the fact that the sales were conducted under a pre-arranged Rule 10b5-1 plan, which reduces the implication of immediate negative sentiment from the insider.

Positives

• The sales were conducted under a Rule 10b5-1 trading plan, which suggests the transactions were pre-scheduled and not based on immediate, non-public information, potentially mitigating negative market interpretation.

Negatives

• The CEO and Chairman, a significant insider, sold a substantial number of shares (46,506 shares), which can sometimes be interpreted by the market as a lack of confidence in the company's near-term prospects.
• The average sale price for the direct holdings was approximately $13.24 per share, and for indirect holdings, it was also approximately $13.24 per share, which is below the current market price at the time of filing.

Risks

• Insider selling, even under a 10b5-1 plan, can sometimes lead to negative market sentiment or increased scrutiny from investors, potentially impacting the stock price.
• A significant reduction in an insider's stake could be perceived as a signal of limited upside potential by some investors.

Future Outlook

NA

Industry Context

This Form 4 filing is specific to Venu Holding Corp and its insider trading activity. It does not provide broader industry trends or competitive analysis.

Related Party Transactions

• Sales of common stock were made indirectly through the KMR Living Trust dated November 19, 2012, of which Mr. Jay W. Roth is a trustee and is deemed to have indirect beneficial ownership.

Stakeholder Impact

• Shareholders may interpret the insider selling as a signal regarding the company's future prospects, potentially influencing their investment decisions.
• The market's perception of management's confidence in the company could be affected.

Key Dates

Keywords

SEC Form 4, Insider Trading, Stock Sale, Venu Holding Corp, VENU, Jay W. Roth, CEO, Chairman, Rule 10b5-1, Beneficial Ownership