Churchill Downs Inc (CHDN) director granted dividend stock units award

Rhea-AI Filing Summary

Churchill Downs Inc director Andrea M. Carter reported an automatic acquisition of common stock as a board-related award. On January 6, 2026, she received 17.11 shares of common stock at a price of $0 per share, described as dividends granted in the form of restricted stock units and phantom share units. Each unit is the economic equivalent of one share of common stock and the underlying shares are delivered when her service as a director is completed. Following this grant, she beneficially owned 5,700.96 shares of Churchill Downs Inc common stock in direct ownership.

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^*

Carter Andrea M

(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)

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		17.11(1)	A	$0	5,700.96	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. 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 Andrea Carter	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).
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FAQ

What insider transaction did Churchill Downs Inc (CHDN) director Andrea Carter report?

Andrea M. Carter reported an automatic acquisition of 17.11 shares of Churchill Downs Inc common stock on January 6, 2026. The award was in the form of dividends granted as restricted stock units and phantom share units, each economically equivalent to one share of common stock.

At what price were the Churchill Downs Inc (CHDN) shares acquired on this Form 4?

The filing shows that the 17.11 shares of Churchill Downs Inc common stock were acquired at a price of $0 per share, reflecting a board-related equity award rather than an open-market purchase.

How many Churchill Downs Inc (CHDN) shares does Andrea Carter own after this transaction?

After the reported transaction, Andrea M. Carter beneficially owned 5,700.96 shares of Churchill Downs Inc common stock, held in direct ownership as shown in the filing.

What is the nature of the restricted stock units and phantom share units in this Churchill Downs Inc (CHDN) filing?

The footnote explains that the dividends were granted as restricted stock units and phantom share units. Each unit is the economic equivalent of one share of common stock, and the underlying shares are transferred when Andrea Carter completes her service as a director.

Is Andrea Carter considered an officer or a director of Churchill Downs Inc (CHDN) in this Form 4?

In this Form 4, Andrea M. Carter is identified as a director of Churchill Downs Inc and is not listed as an officer or a 10% owner.

Was this Churchill Downs Inc (CHDN) Form 4 filed for one reporting person or multiple?

The document indicates that the Form 4 was filed by one reporting person, namely director Andrea M. Carter.