How many Churchill Downs (CHDN) share-equivalents does Douglas Grissom hold after this grant?

After the grant, Grissom’s reported holdings tied to Churchill Downs common stock total 40,365.29 share-equivalents. This figure includes restricted stock units, phantom share units from deferred compensation, and dividend equivalents for those units.

What are phantom share units in the Churchill Downs (CHDN) filing?

Phantom share units are compensation awards economically equivalent to Churchill Downs common stock. They track the stock’s value but are paid in actual shares only when the director’s board service is completed, rather than being traded immediately in the market.

How was the number of phantom share units determined for the Churchill Downs (CHDN) grant?

The number of phantom share units, 382.67, was calculated using the closing price of Churchill Downs common stock on March 31, 2026. That closing price was applied to the deferred compensation amount to convert it into share-equivalent units.

Churchill Downs (CHDN) director awarded phantom share units

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Churchill Downs Inc director Douglas C. Grissom received an equity-based award tied to company stock. He acquired 382.67 phantom share units of common stock as a grant for director compensation, at no cash cost. Each phantom unit is economically equivalent to one share and is payable in common stock when his board service ends. Following this award, his reported direct holdings tied to Churchill Downs common stock total 40,365.29 share-equivalents, including restricted stock units, phantom share units from deferred compensation elections, and related dividend units.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider GRISSOM DOUGLAS C

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	382.67	$0.00	--

Holdings After Transaction: Common Stock — 40,365.29 shares (Direct)

Footnotes (1)

Phantom share units awarded in connection with the election to defer compensation. Each phantom share unit is the economic equivalent of one share of common stock. The shares of common stock are transferred upon the reporting person's completion of service as a director. The closing price of CHDN common stock on March 31, 2026, was used to determine the number of phantom shares awarded. The holding is comprised of restricted stock units granted for service as a director, phantom share units granted in connection with deferred compensation elections and dividends awarded for each unit.

Key Figures

Phantom share units granted: 382.67 units Price used to set units: Closing price on March 31, 2026 Holdings after transaction: 40,365.29 share-equivalents +1 more

4 metrics

Phantom share units granted 382.67 units Grant for director compensation on March 31, 2026

Price used to set units Closing price on March 31, 2026 Determined number of phantom share units awarded

Holdings after transaction 40,365.29 share-equivalents Total reported holdings after grant

Transaction price per share $0.0000 Compensation grant, no cash paid by director

Key Terms

phantom share units, restricted stock units, defer compensation, dividends awarded for each unit

4 terms

restricted stock units financial

"The holding is comprised of restricted stock units granted for service as a director, phantom share units..."

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.

defer compensation financial

"Phantom share units awarded in connection with the election to defer compensation."

dividends awarded for each unit financial

"and dividends awarded for each unit."

Form 4 Insider Transactions: What Each Field Means →

04/06/2026 - 04:04 PM

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^*

GRISSOM DOUGLAS C

(Last)

(First)

(Middle)

600 N. HURSTBOURNE PARKWAY, 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)
03/31/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	03/31/2026		A		382.67⁽²⁾	A	$0	40,365.29⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Phantom share units awarded in connection with the election to defer compensation. Each phantom share unit is the economic equivalent of one share of common stock. The shares of common stock are transferred upon the reporting person's completion of service as a director.

2. The closing price of CHDN common stock on March 31, 2026, was used to determine the number of phantom shares awarded.

3. The holding is comprised of restricted stock units granted for service as a director, phantom share units granted in connection with deferred compensation elections and dividends awarded for each unit.

Remarks:

	Paula Chumbley, Attorney-in-Fact for Douglas C. Grissom	04/06/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Churchill Downs (CHDN) director Douglas Grissom report on this Form 4?

Douglas C. Grissom reported receiving 382.67 phantom share units of Churchill Downs common stock as a compensation-related grant. These units are part of his director pay and are not an open-market stock purchase or sale.

Is the Churchill Downs (CHDN) Form 4 a stock buy or sell by the director?

The Form 4 reflects an acquisition through a grant, not a market trade. Grissom received phantom share units as compensation, so there was no open-market buying or selling of Churchill Downs common stock.

Does this Churchill Downs (CHDN) Form 4 involve a 10b5-1 trading plan?

The filing describes phantom share units and restricted stock units granted for director compensation and deferred compensation elections. It does not reference a Rule 10b5-1 trading plan or pre-arranged open-market trading activity.