Churchill Downs (CHDN) EVP Bradley Blackwell awarded RSUs and settles performance share units

Rhea-AI Filing Summary

Churchill Downs Inc. executive vice president and general counsel Bradley K. Blackwell reported routine equity compensation activity. On February 5, 2026, he acquired 6,104 shares of common stock at $0, reflecting settlement of performance share units for the 2023–2025 performance period, and had 30,934 common shares directly owned afterward.

That same day, 9,075 restricted stock units were granted at $0, bringing his directly owned restricted stock units to 15,164. These units will settle in common stock in three equal installments on December 31, 2026, December 31, 2027, and December 31, 2028, with the restricted stock vesting over a multi-year period. To cover taxes, 1,835 common shares were withheld at $93.69, leaving him with 30,934 common shares directly owned after the tax-related disposition.

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^*

Blackwell Bradley K.

(Last) (First) (Middle)

600 N. HURSTBOURNE PARKWAY, S-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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026

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	02/05/2026		A		6,104(1)	A	$0	32,769	D
Common Stock	02/05/2026		F		1,835	D	$93.69	30,934	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
Restricted Stock Units	(2)	02/05/2026		A		9,075		(3)	(2)	Common Stock	9,075	$0	15,164	D

Explanation of Responses:

1. Represents the settlement of performance share units with respect to the performance period January 1, 2023 to December 31, 2025.

2. Restricted stock units do not have a conversion price or expiration date and will be settled in common stock vesting in one-third increments on each of December 31, 2026, December 31, 2027 and December 31, 2028.

3. Restricted stock vests over a multi-year period.

Remarks:

	Paula Chumbley, Attorney-In-Fact for Bradley K. Blackwell	02/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did CHDN EVP Bradley K. Blackwell report on February 5, 2026?

Bradley K. Blackwell reported equity compensation activity on February 5, 2026, including settlement of performance share units into 6,104 common shares and a grant of 9,075 restricted stock units. He also had 1,835 shares withheld at $93.69 to satisfy tax obligations.

How many Churchill Downs (CHDN) common shares does Bradley K. Blackwell own after these Form 4 transactions?

Following the reported transactions, Bradley K. Blackwell directly owns 30,934 shares of Churchill Downs common stock. This reflects the settlement of 6,104 performance-based shares and the tax withholding of 1,835 shares, as disclosed, resulting in the updated post-transaction common share balance.

What restricted stock unit (RSU) grant did CHDN report for Bradley K. Blackwell?

Churchill Downs reported that Bradley K. Blackwell received 9,075 restricted stock units on February 5, 2026 at a price of $0. After this grant, he beneficially owns 15,164 restricted stock units, all held directly, as part of the company’s equity-based compensation program.

When will Bradley K. Blackwell’s CHDN restricted stock units vest and settle into common stock?

The restricted stock units will be settled in common stock in three equal installments. They vest in one-third increments on December 31, 2026, December 31, 2027, and December 31, 2028, aligning with a multi-year vesting schedule described in the filing footnotes.

What does the settlement of performance share units mean in Bradley K. Blackwell’s CHDN filing?

The settlement of performance share units means earlier performance-based awards converted into 6,104 shares of common stock. These units related to a performance period from January 1, 2023 to December 31, 2025, and were delivered at no cash cost to the executive.

Why were 1,835 Churchill Downs (CHDN) shares reported with transaction code F at $93.69?

The 1,835 shares with transaction code F at $93.69 represent shares withheld to cover tax obligations on equity awards. This tax-related disposition reduced the executive’s directly held common shares while satisfying withholding requirements associated with the compensation settlement.