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[Form 4] Churchill Downs Inc Insider Trading Activity

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4
Rhea-AI Filing Summary

Churchill Downs Inc. (CHDN) insider William E. Mudd, President and COO, reported equity transactions. On October 30, 2025, 94,966 shares of common stock were acquired at $0 upon settlement of service-based performance stock units. The same day, a separate transaction recorded the disposition of 43,258 shares at $100.4 per share.

Following these transactions, Mudd beneficially owned 733,015.8 shares, held directly. The filing notes these units vested and were settled on October 30, 2025.

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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*
Mudd William E.

(Last) (First) (Middle)
600 N. HURSTBOURNE PKWY
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)
Director 10% Owner
X Officer (give title below) Other (specify below)
President and COO
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)
Code V Amount (A) or (D) Price
Common Stock 10/30/2025 M 94,966 A $0 776,273.8 D
Common Stock 10/30/2025 F 43,258 D $100.4 733,015.8 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 (1) 10/30/2025 M 94,966 (2) (1) Common Stock 94,966 $0 28,359 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 Attorney-in-Fact for William E. Mudd 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.
Church Downs

NASDAQ:CHDN

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6.92B
65.61M
10.48%
80.07%
2.91%
Gambling
Services-racing, Including Track Operation
Link
United States
LOUISVILLE