What triggered the CEO’s share acquisition?

Service-based performance stock units vested and were settled into 151,942 common shares on October 30, 2025 .

Churchill Downs CEO logs RSU settlement and share disposition

Q: What did CHDN's CEO report on Form 4?

He reported acquiring 151,942 shares via code M at $0 and disposing of 68,071 shares via code F at $100.4 on October 30, 2025 .

Q: How many CHDN shares does the CEO own after the transactions?

He directly beneficially owned 1,675,515 shares after the reported transactions.

Q: What do the Form 4 transaction codes mean for CHDN?

Code M indicates derivative-to-equity settlement at $0 ; code F shows a disposition of 68,071 shares at $100.4 .

Q: Were the RSUs tied to a specific date?

Yes. The units vested and were settled on October 30, 2025 , per the filing’s explanation.

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

Churchill Downs (CHDN) disclosed that CEO William C. Carstanjen reported equity transactions on October 30, 2025. He acquired 151,942 shares of common stock at $0 via a code M transaction tied to the settlement of service-based performance stock units. The filing also shows a code F disposition of 68,071 shares at $100.4. Following these transactions, he directly beneficially owned 1,675,515 shares.

The derivative table lists the underlying settlement of 151,942 shares from restricted stock units, which vested and were settled on October 30, 2025, with 146,367.52 derivative securities shown as beneficially owned afterward.

Insider Trade Summary

151,942 shares exercised/converted

Mixed 3 txns

Insider Carstanjen William C.

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	151,942	$0.00	--
Exercise	Common Stock	151,942	$0.00	--
Tax Withholding	Common Stock	68,071	$100.40	$6.83M

Holdings After Transaction: Restricted Stock Units — 146,367.52 shares (Direct); Common Stock — 1,743,586 shares (Direct)

Footnotes (1)

Service based performance stock units do not have a conversion price or expiration date, and will be settled in common stock vesting over a multi-year period. These service based performance stock units vested as of October 30, 2025, and were settled on October 30, 2025.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 11/03/2025 - 04:05 PM

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^*

Carstanjen William C.

(Last)

(First)

(Middle)

600 N. HURSTBOURNE PKWY

SUITE 400

(Street)

LOUISVILLE

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/30/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/30/2025		M		151,942	A	$0	1,743,586	D
Common Stock	10/30/2025		F		68,071	D	$100.4	1,675,515	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	10/30/2025		M			151,942	⁽²⁾	⁽¹⁾	Common Stock	151,942	$0	146,367.52	D

Explanation of Responses:

1. Service based performance stock units do not have a conversion price or expiration date, and will be settled in common stock vesting over a multi-year period.

2. These service based performance stock units vested as of October 30, 2025, and were settled on October 30, 2025.

Remarks:

	Paula Chumbley as Attorney-in-Fact for William C. Carstanjen	11/03/2025
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did CHDN's CEO report on Form 4?

He reported acquiring 151,942 shares via code M at $0 and disposing of 68,071 shares via code F at $100.4 on October 30, 2025.

How many CHDN shares does the CEO own after the transactions?

He directly beneficially owned 1,675,515 shares after the reported transactions.

What do the Form 4 transaction codes mean for CHDN?

Code M indicates derivative-to-equity settlement at $0; code F shows a disposition of 68,071 shares at $100.4.

Were the RSUs tied to a specific date?

Yes. The units vested and were settled on October 30, 2025, per the filing’s explanation.