Form 4: Venu Holding Corp CEO Sells Shares Under Pre-Planned Trading Arrangement

Venu Holding Corp's CEO and Chairman, Jay W. Roth, sold a total of 8,494 shares of common stock on June 27, 2025, at a price of $12.1 per share, pursuant to a Rule 10b5-1 trading plan.

Summary

• Jay W. Roth, who serves as CEO, Chairman, Director, and a 10% Owner of Venu Holding Corp, executed a sale of common stock.
• The transaction occurred on June 27, 2025, and was a sale (disposition) of securities.
• A total of 6,676 shares were sold directly by Mr. Roth.
• An additional 1,818 shares were sold indirectly through the KMR Living Trust dated November 19, 2012, for which Mr. Roth is a trustee.
• All shares were sold at a price of $12.1 per share.
• Following these transactions, Mr. Roth directly beneficially owns 9,281,302 shares of common stock.
• Indirect beneficial ownership through the KMR Living Trust stands at 1,009,701 shares after the transaction.
• The transaction was made pursuant to a contract, instruction, or written plan for the purchase or sale of equity securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Sentiment

Score: 5

Explanation: The document reports a factual insider stock sale by the CEO and Chairman. While executed under a Rule 10b5-1 plan, which suggests pre-planning, it still represents a reduction in insider ownership.

Positives

• The transaction was executed under a Rule 10b5-1 trading plan, indicating a pre-scheduled sale rather than a reaction to immediate market conditions, which can enhance transparency and mitigate concerns about opportunistic insider selling.

Negatives

• CEO and Chairman Jay W. Roth sold a total of 8,494 shares of Venu Holding Corp common stock, representing a reduction in direct and indirect insider ownership.

Risks

• Potential for negative market perception due to insider selling, despite the transaction being pre-planned under Rule 10b5-1.
• Reduction in direct insider ownership by a key executive, which some investors may interpret as a signal.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• Sale of 1,818 common shares by the KMR Living Trust dated November 19, 2012, of which Jay W. Roth is a trustee and is deemed to have indirect beneficial ownership.

Stakeholder Impact

• Shareholders: The sale of shares by the CEO and Chairman, even under a Rule 10b5-1 plan, could be perceived by some shareholders as a reduction in insider confidence or commitment, potentially influencing investor sentiment.

Key Dates

Keywords

Venu Holding Corp, VENU, Form 4, insider trading, beneficial ownership, stock sale, CEO, Chairman, Jay W. Roth, SEC filing, Rule 10b5-1