Churchill Downs director granted 2,257 restricted shares

Lloyd Karole reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Lloyd Karole reported acquisition or exercise transactions in this Form 4 filing.

Churchill Downs Inc director Lloyd Karole received 2,257 shares of restricted common stock as 2026 director compensation. The award was granted at no cash cost and is scheduled to vest one year from the grant date anniversary, when the restrictions will lapse.

After the grant, Karole directly holds a total of 40,316.84 shares, including restricted stock, restricted stock units granted for director service, and related dividends. Shares underlying vested restricted stock units will be delivered when Karole’s service as a director ends.

Insider Trade Summary

Grant/Award: 2,257 shares

Grant/Award 1 txn

Insider Lloyd Karole

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,257	$0.00	$0.00

Holdings After Transaction: Common Stock — 40,316.84 shares (Direct)

Footnotes (3)

1. F1. Restricted stock granted in connection with 2026 director service which will vest one year from the anniversary of the grant date. The restrictions on the restricted stock will lapse upon vesting. The closing price of CHDN common stock on April 21, 2026, was used to determine the amount of restricted stock granted.
2. F2. Restricted stock do not have a conversion price or expiration date.
3. F3. Includes restricted stock and restricted stock units granted for service as a director and dividends awarded. The equivalent shares of common stock related to the vested restricted stock units will be transferred upon the reporting person's completion of service as a director.

Key Figures

Restricted stock grant: 2,257 shares Grant price: $0.00 per share Post-transaction holdings: 40,316.84 shares

3 metrics

Restricted stock grant 2,257 shares Equity award for 2026 director service on April 21, 2026

Grant price $0.00 per share Reported transaction price for restricted stock award

Post-transaction holdings 40,316.84 shares Total direct holdings after grant, including restricted stock, RSUs, and dividends

Key Terms

Restricted stock, restricted stock units, dividends awarded

3 terms

Restricted stock financial

"Restricted stock granted in connection with 2026 director service which will vest one year from the anniversary of the grant date."

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

restricted stock units financial

"Includes restricted stock and restricted stock units granted for service as a director and dividends awarded."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

dividends awarded financial

"Includes restricted stock and restricted stock units granted for service as a director and dividends awarded."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Churchill Downs (CHDN) director Lloyd Karole report?

Lloyd Karole reported receiving 2,257 shares of restricted common stock as director compensation. The grant was made at no cash cost and reflects equity-based pay for 2026 service on the board, rather than an open-market purchase or sale of Churchill Downs stock.

How many Churchill Downs (CHDN) shares does Lloyd Karole hold after this Form 4?

Following the restricted stock grant, Lloyd Karole directly holds 40,316.84 Churchill Downs shares. This total includes restricted stock, restricted stock units granted for director service, and dividend-related amounts, all reported together as his post-transaction equity position with the company.

When do Lloyd Karole’s new Churchill Downs restricted shares vest?

The 2,257 restricted shares granted to Lloyd Karole are scheduled to vest one year from the grant date anniversary. When vesting occurs, the restrictions on these shares will lapse, turning them into regular common stock that is no longer subject to the grant’s holding conditions.

Did Lloyd Karole buy Churchill Downs (CHDN) shares on the market in this filing?

No, the Form 4 shows a grant of 2,257 restricted shares as director compensation, not an open-market purchase. The transaction code is “A” for an award or other acquisition, with a reported price of zero, indicating equity-based pay instead of a market trade.

What do the restricted stock units in Lloyd Karole’s Churchill Downs holdings represent?

Karole’s reported holdings include restricted stock and restricted stock units awarded for board service, along with related dividends. The equivalent common shares tied to vested restricted stock units will be transferred to him only when he completes his service as a Churchill Downs director.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/23/2026 - 04:03 PM Learn about SEC filing dates

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^*

Lloyd Karole

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/21/2026

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
Common Stock	04/21/2026		A		2,257(1)	A	$0(2)	40,316.84(3)	D

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. Restricted stock granted in connection with 2026 director service which will vest one year from the anniversary of the grant date. The restrictions on the restricted stock will lapse upon vesting. The closing price of CHDN common stock on April 21, 2026, was used to determine the amount of restricted stock granted.

2. Restricted stock do not have a conversion price or expiration date.

3. Includes restricted stock and restricted stock units granted for service as a director and dividends awarded. The equivalent shares of common stock related to the vested restricted stock units will be transferred upon the reporting person's completion of service as a director.

Remarks:

	Paula Chumbley, Attorney-in-Fact for Karole F. Lloyd	04/23/2026
	** 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)