Churchill Downs director awarded stock units

GRISSOM DOUGLAS C reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

GRISSOM DOUGLAS C reported acquisition or exercise transactions in this Form 4 filing.

Churchill Downs Inc director Douglas C. Grissom received a grant of 383.48 phantom share units tied to the company’s common stock. These units were awarded in connection with an election to defer compensation and each phantom unit is economically equivalent to one share of common stock.

The shares of common stock underlying these units will be delivered when Grissom completes his service as a director. Following this award, his directly held mix of restricted stock units, phantom share units and related dividend equivalents totals 43,005.77 share-equivalent units.

Insider Trade Summary

Grant/Award: 383.48 shares

Grant/Award 1 txn

Insider GRISSOM DOUGLAS C

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	383.48	$0.00	$0.00

Holdings After Transaction: Common Stock — 43,005.77 shares (Direct)

Footnotes (3)

1. F1. 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. F2. The closing price of CHDN common stock on June 30, 2026, was used to determine the number of phantom shares awarded.
3. F3. 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: 383.48 units Total share-equivalent units after grant: 43,005.77 units

2 metrics

Phantom share units granted 383.48 units Award for deferred director compensation on June 30, 2026

Total share-equivalent units after grant 43,005.77 units Combined RSUs, phantom units, and dividend units after transaction

Key Terms

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

4 terms

Phantom share units financial

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

defer compensation financial

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

restricted stock units financial

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

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 for each unit financial

"phantom share units granted in connection with deferred compensation elections and dividends awarded for each unit."

FAQ

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

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

Douglas C. Grissom reported receiving 383.48 phantom share units linked to Churchill Downs common stock. The award reflects deferred director compensation and increases his directly held share-equivalent units to 43,005.77, combining restricted stock units, phantom units, and dividend-related units.

How many Churchill Downs (CHDN) share-equivalent units does Douglas C. Grissom hold after this grant?

After the grant, Douglas C. Grissom holds 43,005.77 share-equivalent units. This total includes restricted stock units, phantom share units from deferred compensation elections, and additional units granted as dividends on each underlying unit.

What are phantom share units in the Churchill Downs (CHDN) director compensation plan?

Phantom share units are awards economically equivalent to Churchill Downs common stock. They are granted in connection with deferred compensation elections and mirror the value of one common share each, without immediate share issuance, until specific conditions are met.

When will Douglas C. Grissom receive actual Churchill Downs (CHDN) shares for these phantom units?

The underlying Churchill Downs common shares will be transferred to Douglas C. Grissom when he completes his service as a director. Until then, the phantom share units track the economic value of the company’s stock as a deferred compensation vehicle.

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

The number of phantom share units awarded was based on the closing price of Churchill Downs common stock on June 30, 2026. That closing price was used to convert the deferred compensation amount into 383.48 phantom share units.

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

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Accepted by SEC EDGAR 07/02/2026 - 04:06 PM EDT 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^*

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)
06/30/2026

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(1)	06/30/2026		A		383.48(2)	A	$0	43,005.77(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. 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 June 30, 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	07/02/2026
	** 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)