Churchill Downs (CHDN) awards director 2,257 restricted stock units

Rhea-AI Filing Summary

VARGA PAUL C reported acquisition or exercise transactions in this Form 4 filing.

Churchill Downs Inc director Paul C. Varga received a grant of restricted stock units tied to his 2026 board service. The award covers 2,257 units of common stock, granted at no cash cost to him as equity compensation, not an open‑market purchase.

The units will vest one year from the anniversary of the April 21, 2026 grant date, with each unit economically equal to one share of common stock. After this award, Varga beneficially owns 35,556.5 shares of Churchill Downs common stock, including previously granted and dividend-related restricted stock units that will deliver shares when his board service ends.

Insider Trade Summary

Net Buyer: 2,257 shares

Net Buy 1 txn

Insider VARGA PAUL C

Role Director

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

Holdings After Transaction: Common Stock — 35,556.5 shares (Direct)

Footnotes (3)

1. F1. Restricted stock units granted in connection with 2026 director service which will vest one year from the anniversary of the grant date. Each restricted stock unit is the economic equivalent of one share of common stock. The closing price of CHDN common stock on April 21, 2026, was used to determine the amount of restricted stock units granted.
2. F2. Restricted stock units do not have a conversion price or expiration date.
3. F3. Includes restricted stock units granted for service as a director and dividends awarded for such units. 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

RSU grant size: 2,257 shares Total holdings after grant: 35,556.5 shares Vesting period: 1 year

3 metrics

RSU grant size 2,257 shares Restricted stock units for 2026 director service

Total holdings after grant 35,556.5 shares Beneficial ownership following the April 21, 2026 award

Vesting period 1 year Time from grant anniversary until RSUs vest

Key Terms

restricted stock units, economic equivalent, dividends awarded, completion of service as a director

4 terms

restricted stock units financial

"Restricted stock units granted in connection with 2026 director service"

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.

economic equivalent financial

"Each restricted stock unit is the economic equivalent of one share"

dividends awarded financial

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

completion of service as a director financial

"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"

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

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Form 4 Insider Transactions: What Each Field Means →

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

FAQ

What insider transaction did Churchill Downs (CHDN) director Paul Varga report?

Paul C. Varga reported receiving a grant of 2,257 restricted stock units as equity compensation for 2026 director service. The units are tied to Churchill Downs common stock and were granted at no cash cost, increasing his total beneficial holdings to 35,556.5 shares.

Is the Churchill Downs (CHDN) Form 4 transaction a stock purchase or a grant?

The transaction is a grant, not an open-market purchase. Paul Varga received 2,257 restricted stock units as a compensation award for 2026 director service, with no cash paid per share, rather than buying shares in the public market.

When do Paul Varga’s new Churchill Downs (CHDN) restricted stock units vest?

The 2,257 restricted stock units granted to Paul Varga will vest one year from the anniversary of the April 21, 2026 grant date. Vesting is time-based and linked to his continued service as a director on the Churchill Downs board.

How many Churchill Downs (CHDN) shares does Paul Varga own after this Form 4?

After the reported grant, Paul Varga beneficially owns 35,556.5 shares of Churchill Downs common stock. This figure includes restricted stock units granted for director service and dividend-equivalent units that will convert into shares when his board service concludes.

What do the Churchill Downs (CHDN) restricted stock unit footnotes explain?

The footnotes explain the units are for 2026 director service, vest one year from the grant anniversary, and each unit equals one share of common stock. They also note RSUs have no conversion price or expiration and deliver shares when board service ends.

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^*

VARGA PAUL C

(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)	35,556.5(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 units granted in connection with 2026 director service which will vest one year from the anniversary of the grant date. Each restricted stock unit is the economic equivalent of one share of common stock. The closing price of CHDN common stock on April 21, 2026, was used to determine the amount of restricted stock units granted.

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

3. Includes restricted stock units granted for service as a director and dividends awarded for such units. 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 Paul C. Varga	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)