Churchill Downs (CHDN) director awarded stock unit dividends in Form 4

Rhea-AI Filing Summary

Churchill Downs Inc. director Paul C. Varga reported an acquisition of 39.45 shares of common stock on January 6, 2026. The shares were granted as dividends in the form of restricted stock units, each unit being the economic equivalent of one share of common stock. The underlying shares will be transferred to him when he completes his service as a director. After this dividend-related grant, Varga beneficially owns 33,299.5 shares of Churchill Downs common stock, held directly, and the grant carried no cash purchase price.

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^*

VARGA PAUL C

(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		39.45(1)	A	$0	33,299.5	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. Each restricted stock 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 Paul C. Varga	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.
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FAQ

What insider transaction did Churchill Downs (CHDN) report for Paul C. Varga?

Director Paul C. Varga reported an acquisition of 39.45 shares of Churchill Downs common stock on January 6, 2026, recorded as a Form 4 insider transaction.

How many Churchill Downs shares does Paul C. Varga hold after this Form 4 transaction?

Following the reported transaction, Paul C. Varga beneficially owns 33,299.5 shares of Churchill Downs common stock in direct ownership.

Was cash paid for the 39.45 Churchill Downs shares reported on this Form 4?

No cash was paid for this acquisition. The 39.45 shares were credited at a price of $0 per share, reflecting a dividend-related grant rather than a market purchase.

What is the nature of the stock units underlying Paul C. Varga’s Churchill Downs shares?

The filing explains that dividends were granted in the form of restricted stock units, each unit being economically equivalent to one share of common stock. The underlying shares are transferred when Varga completes his service as a director.

Is Paul C. Varga a director or officer of Churchill Downs?

According to the report, Paul C. Varga is a director of Churchill Downs Inc. and is not listed as an officer or a 10% owner in this filing.

Is the 39.45-share acquisition by Paul C. Varga an open-market purchase of CHDN stock?

No. The filing shows the transaction with transaction code "A" and describes it as dividends granted in the form of restricted stock units, rather than an open-market buy.