Churchill Downs (CHDN) director awarded stock dividend units in Form 4

Rhea-AI Filing Summary

Churchill Downs Inc. director Douglas C. Grissom reported a small increase in his holdings through a stock-based dividend. On 01/06/2026, he acquired 116.68 shares of common stock of Churchill Downs Inc. (CHDN) at $0 per share, with the acquisition coded as an "A" transaction.

According to the footnote, the shares were granted as dividends in the form of restricted stock units and phantom share units, each economically equivalent to one share of common stock, with the underlying shares delivered when his service as a director ends. After this transaction, Grissom directly beneficially owned 39,982.62 shares of Churchill Downs common stock.

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^*

GRISSOM DOUGLAS C

(Last) (First) (Middle)

600 N. HURSTBOURNE PARKWAY, 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		116.68(1)	A	$0	39,982.62	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 phantom share units. Each restricted stock unit and phantom share 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 Douglas C. Grissom	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 CHDN director Douglas C. Grissom report?

Douglas C. Grissom reported an acquisition of 116.68 shares of Churchill Downs Inc. common stock on 01/06/2026, coded as an "A" transaction.

How did Douglas C. Grissom receive the additional Churchill Downs (CHDN) shares?

The additional holdings came as dividends granted in the form of restricted stock units and phantom share units, each equal to one share of common stock.

What is the total Churchill Downs stock ownership reported after this Form 4?

Following the reported transaction, Douglas C. Grissom beneficially owned 39,982.62 shares of Churchill Downs Inc. common stock directly.

Did the CHDN director pay cash for the 116.68 acquired shares?

No. The 116.68 shares were acquired at a stated price of $0 per share, reflecting a dividend-equivalent stock grant rather than a market purchase.

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

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

Is this Churchill Downs Form 4 filing for direct or indirect ownership?

The filing reports the 39,982.62 shares as held under direct (D) ownership by Douglas C. Grissom.