Churchill Downs (CHDN) awards restricted stock units to its President & COO

Rhea-AI Filing Summary

Mudd William E. reported acquisition or exercise transactions in this Form 4 filing.

Churchill Downs Inc granted President and COO William E. Mudd 1,449 restricted stock units, each representing one share of common stock. This is a compensation-related equity award rather than a market purchase or sale.

The restricted stock units will be settled in common stock and vest in three equal installments on December 31, 2026, December 31, 2027, and December 31, 2028. After this grant, Mudd directly holds 37,679 shares-related units, illustrating a meaningful ongoing equity stake tied to multi-year performance and retention.

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).

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^*

Mudd William E.

(Last) (First) (Middle)

600 N. HURSTBOURNE PKWY

SUITE 400

(Street)

LOUISVILLE KENTUCKY 40222

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Churchill Downs Inc [ CHDN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and COO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

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
Restricted Stock Units	(1)	03/19/2026		A		1,449		(2)	(1)	Common Stock	1,449	$0	37,679	D

Explanation of Responses:

1. Restricted stock units do not have a conversion price or expiration date and will be settled in common stock vesting in one-third increments on each of December 31, 2026, December 31, 2027 and December 31, 2028.

2. Restricted stock units vest over a multi-year period.

Remarks:

	Paula Chumbley Attorney-in-Fact for William E. Mudd	03/20/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Churchill Downs Inc (CHDN) report for William E. Mudd?

Churchill Downs Inc granted President and COO William E. Mudd 1,449 restricted stock units as equity compensation. These units convert into common stock over time, aligning a portion of his pay with long-term shareholder value and company performance.

How many restricted stock units did CHDN’s President and COO receive and what do they represent?

William E. Mudd received 1,449 restricted stock units, each representing one share of Churchill Downs common stock. The grant has no exercise price, functioning as share-based compensation that will deliver actual stock as vesting conditions are satisfied over several years.

When do William E. Mudd’s 1,449 Churchill Downs (CHDN) restricted stock units vest?

The 1,449 restricted stock units vest in three equal installments on December 31, 2026, December 31, 2027, and December 31, 2028. This multi-year schedule encourages executive retention and longer-term focus, as Mudd receives shares gradually rather than all at once.

Did the Churchill Downs (CHDN) insider transaction involve an open-market stock purchase or sale?

No, the transaction was a grant of restricted stock units, not an open-market buy or sell. The award has a zero exercise price and represents equity compensation that will settle in common stock as vesting milestones are reached over several years.

What is William E. Mudd’s direct Churchill Downs (CHDN) holdings after the restricted stock unit grant?

Following the grant, William E. Mudd holds 37,679 shares-related units directly, including the newly awarded restricted stock units. This figure reflects his post-transaction equity position as reported, underscoring a sizeable stake aligned with Churchill Downs’ future performance.