Director adds stock units in Churchill Downs (NASDAQ: CHDN) filing

Rhea-AI Filing Summary

Churchill Downs Inc. director Daniel P. Harrington reported dividend-equivalent stock awards in the company’s common shares. On 01/06/2026, he acquired 476.98 shares of common stock at a price of $0, described as dividends granted in the form of restricted stock units and phantom share units. Each unit is the economic equivalent of one share, with the underlying common shares delivered when he completes his service as a director.

After this transaction, Harrington directly beneficially owned 123,829.18 shares of Churchill Downs common stock. He also reported indirect beneficial ownership of 1,145,352 shares held through TVI Corp. The filing is made as a single-reporting-person Form 4 reflecting his status as a director of Churchill Downs Inc. (CHDN).

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^*

HARRINGTON DANIEL P

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/06/2026

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	01/06/2026		A		476.98(1)	A	$0	123,829.18	D
Common Stock	01/06/2026		A		0	A	$0	1,145,352	I	by TVI Corp.

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. Dividends granted in the form of restricted stock units and phantom share units. Each restricted stock unit and phantom share unit is the economic equivalent of one share of common stock. The underlying shares of common stock are transferred upon the reporting person's completion of service as a director.

Remarks:

	Paula Chumbley Attorney-in-Fact for Daniel P. Harrington	01/08/2026
	** 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 insider transaction at Churchill Downs (CHDN) did Daniel P. Harrington report?

Daniel P. Harrington, a director of Churchill Downs Inc., reported acquiring 476.98 shares of common stock on 01/06/2026. The shares came as dividends granted in the form of restricted stock units and phantom share units, each economically equivalent to one share of common stock.

What is the nature of the stock units reported by the Churchill Downs (CHDN) director?

The filing explains that the transaction involved dividends granted as restricted stock units and phantom share units. Each unit equals one share of Churchill Downs common stock, and the underlying shares are transferred when Daniel P. Harrington completes his service as a director.

How many Churchill Downs (CHDN) shares does Daniel P. Harrington own after this Form 4?

Following the reported transaction, Daniel P. Harrington beneficially owned 123,829.18 shares directly of Churchill Downs common stock. He also reported 1,145,352 shares held indirectly through TVI Corp.

Was the Churchill Downs (CHDN) Form 4 filed by more than one reporting person?

No. The Form 4 indicates it was filed by one reporting person, Daniel P. Harrington, who is identified as a director of Churchill Downs Inc.

What does the indirect ownership in TVI Corp. mean for Churchill Downs (CHDN) shares?

The Form 4 shows that 1,145,352 Churchill Downs shares are held indirectly "by TVI Corp.". This indicates that these shares are beneficially owned through that entity rather than held directly in Daniel P. Harrington’s name.

Did the Churchill Downs (CHDN) director pay cash for the reported shares?

No cash payment was reported. The 476.98 shares were acquired at a reported price of $0, reflecting dividend-equivalent grants in the form of restricted stock units and phantom share units.