CHDN Form 4: Director granted 354.34 deferred phantom shares

Rhea-AI Filing Summary

Douglas C. Grissom, a director of Churchill Downs Inc (CHDN), reported on Form 4 that on 09/30/2025 he was awarded 354.34 phantom share units under director compensation. Each phantom share unit is the economic equivalent of one share of common stock and will be transferred when the reporting person completes service as a director. The number of units was determined using the closing price on September 30, 2025. After the award, Mr. Grissom's total beneficial ownership is reported as 39,563.82 shares (comprised of restricted stock units, phantom share units, and dividend equivalents).

Positive

• Director compensation aligned with equity via 354.34 phantom share units
• Total beneficial ownership reported at 39,563.82 shares, reflecting combined RSUs and phantom units

Negative

• None.

Insights

Corporate Governance Specialist

TL;DR: Director received deferred compensation in 354.34 phantom units on 09/30/2025.

The Form 4 discloses a non‑cash, deferred compensation award: 354.34 phantom share units granted and valued using the CHDN closing price on 09/30/2025. Phantom units are economic equivalents of common stock and are payable upon completion of service, so they increase reported beneficial ownership without immediate share issuance.

This filing is routine for director compensation and is primarily an administrative disclosure of ownership change; it documents alignment of director pay with company equity value but does not indicate a market transaction or change in control.

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).

1. Name and Address of Reporting Person^*

GRISSOM DOUGLAS C

(Last) (First) (Middle)

600 N. HURSTBOURNE PARKWAY, SUITE 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	09/30/2025		A		354.34(2)	A	$0	39,563.82(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 September 30, 2025, 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	10/02/2025
	** 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.

FAQ

What did Douglas C. Grissom report on Form 4 for CHDN?

He reported an award of 354.34 phantom share units on 09/30/2025, increasing his reported beneficial ownership to 39,563.82 shares.

What are phantom share units reported on the Form 4?

The filing states each phantom share unit is the economic equivalent of one share of common stock and will be transferred when the director completes service.

How was the number of phantom units determined?

The number was determined using the closing price of CHDN common stock on September 30, 2025 as noted in the Form 4.

Does this Form 4 show an open‑market purchase or sale?

No. The transaction code is an award of deferred compensation (phantom units), not a public market purchase or sale.

Who signed the Form 4 on behalf of Mr. Grissom?

The form was signed by Paula Chumbley, Attorney‑in‑Fact for Douglas C. Grissom on 10/02/2025.