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Restricted stock grant to Churchill Downs (CHDN) director Andrea Carter

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Carter Andrea M reported acquisition or exercise transactions in this Form 4 filing.

Churchill Downs Inc director Andrea M. Carter received a grant of 2,257 shares of restricted common stock for 2026 director service. These shares were awarded at no cash cost and increase her direct holdings to 7,957.96 shares.

The restricted stock will vest one year from the anniversary of the April 21, 2026 grant date, at which time the restrictions lapse. Her reported holdings include restricted stock and restricted stock units granted for board service and related dividend equivalents, with equivalent common shares from vested units to be transferred when she completes her director service.

Positive

  • None.

Negative

  • None.
Insider Carter Andrea M
Role null
Type Security Shares Price Value
Grant/Award Common Stock 2,257 $0.00 --
Holdings After Transaction: Common Stock — 7,957.96 shares (Direct, null)
Footnotes (1)
  1. Restricted stock granted in connection with 2026 director service which will vest one year from the anniversary of the grant date. The restrictions on the restricted stock will lapse upon vesting. The closing price of CHDN common stock on April 21, 2026, was used to determine the amount of restricted stock granted. Restricted stock do not have a conversion price or expiration date. Includes restricted stock and restricted stock units granted for service as a director and dividends awarded. 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.
Restricted stock grant 2,257 shares Grant for 2026 director service on April 21, 2026
Holdings after transaction 7,957.96 shares Total direct holdings after restricted stock award
Restricted stock financial
"Restricted stock granted in connection with 2026 director service which will vest one year"
Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.
Restricted stock units financial
"Includes restricted stock and 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 financial
"Includes restricted stock and restricted stock units granted for service as a director and dividends awarded"
Vesting financial
"will vest one year from the anniversary of the grant date. The restrictions on the restricted stock will lapse upon vesting"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
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"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Carter Andrea M
(Last)(First)(Middle)
600 N. HURSTBOURNE PARKWAY, S-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)
XDirector10% 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock04/21/2026A2,257(1)A$0(2)7,957.96(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Restricted stock granted in connection with 2026 director service which will vest one year from the anniversary of the grant date. The restrictions on the restricted stock will lapse upon vesting. The closing price of CHDN common stock on April 21, 2026, was used to determine the amount of restricted stock granted.
2. Restricted stock do not have a conversion price or expiration date.
3. Includes restricted stock and restricted stock units granted for service as a director and dividends awarded. 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 Andrea Carter04/23/2026
** Signature of Reporting PersonDate
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 Andrea M. Carter report on this Form 4?

Andrea M. Carter reported receiving 2,257 shares of restricted common stock in Churchill Downs Inc as a grant for 2026 director service. The award is a compensation grant, not an open-market purchase, and increased her direct holdings to 7,957.96 shares.

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

The filing reflects a grant/award acquisition, not a market purchase. Carter received 2,257 restricted shares at no cash price as part of 2026 director service compensation, determined using CHDN’s April 21, 2026 closing price to calculate the number of shares granted.

When do Andrea M. Carter’s restricted Churchill Downs (CHDN) shares vest?

The 2,257 restricted shares granted for 2026 director service will vest one year from the anniversary of the April 21, 2026 grant date. When vesting occurs, the restrictions lapse and the shares become fully transferable, subject to any applicable company policies.

How many Churchill Downs (CHDN) shares does Andrea M. Carter hold after this grant?

Following the restricted stock grant, Carter holds 7,957.96 shares directly. This figure includes restricted stock and restricted stock units granted for director service, as well as dividends awarded, as disclosed in the filing’s explanatory footnotes.

How are restricted stock units for Churchill Downs (CHDN) director service ultimately settled?

The filing states that equivalent shares of common stock related to vested restricted stock units will be transferred when Carter completes her service as a director. Until that time, they are reported as restricted stock units and not yet delivered common shares.