Churchill Downs (CHDN) director granted 59.98 shares in dividend

Rhea-AI Filing Summary

Churchill Downs Inc. director Karole F. Lloyd reported receiving 59.98 shares of common stock on 01/06/2026. The shares were granted as dividends paid in the form of restricted stock units and restricted shares, with each unit equal to one share of common stock. The underlying common shares will be transferred to her when she completes her service as a director. Following this grant, she beneficially owns 38,059.84 shares of Churchill Downs common stock directly.

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

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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 KY 40222

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
01/06/2026

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

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

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

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	01/06/2026		A		59.98(1)	A	$0	38,059.84	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. Dividends granted in the form of restricted stock units and restricted shares. Each restricted stock unit is the economic equivalent of one share of common stock. The underlying shares of common stock are transferred upon the reporting person's completion of service as a director.

Remarks:

	Paula Chumbley, Attorney-in-Fact for Karole F. Lloyd	01/08/2026
	** 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.

FAQ

What insider transaction did Churchill Downs (CHDN) report for Karole F. Lloyd?

Director Karole F. Lloyd reported an acquisition of 59.98 shares of Churchill Downs common stock on 01/06/2026, coded as an A (acquisition) transaction.

How were the 59.98 Churchill Downs (CHDN) shares granted to the director?

The 59.98 shares were described as dividends granted in the form of restricted stock units and restricted shares, with each unit equal to one share of common stock.

Did Karole F. Lloyd pay for the newly acquired Churchill Downs (CHDN) shares?

No. The reported transaction shows a price of $0 per share, indicating the 59.98 shares were granted rather than purchased for cash.

When will the underlying Churchill Downs (CHDN) shares from these units be delivered?

The footnote states that the underlying shares of common stock are transferred upon the reporting person's completion of service as a director.

How many Churchill Downs (CHDN) shares does Karole F. Lloyd own after this transaction?

After the reported grant, Karole F. Lloyd is shown as beneficially owning 38,059.84 shares of Churchill Downs common stock, held directly.

What is the nature of ownership reported for these Churchill Downs (CHDN) shares?

The filing lists the ownership form for the reported holdings as Direct (D), indicating the shares are directly owned by Karole F. Lloyd.