Churchill Downs (CHDN) CFO receives 1,449 restricted stock units grant

Rhea-AI Filing Summary

Churchill Downs Inc EVP and CFO Marcia A. Dall received a grant of 1,449 restricted stock units (RSUs) tied to Churchill Downs common stock. The RSUs carry no exercise price and will be settled in shares, vesting in one-third increments on December 31, 2026, December 31, 2027 and December 31, 2028. Following this award, her direct holdings in this derivative security total 33,701.128 units, each representing one underlying share of common stock.

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^*

Dall Marcia A

(Last) (First) (Middle)

600 N. HURSTBOURNE PKWY

SUITE 400

(Street)

LOUISVILLE KENTUCKY 40222

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	EVP, and CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

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)	03/19/2026		A		1,449		(2)	(1)	Common Stock	1,449	$0	33,701.128	D

Explanation of Responses:

1. Restricted stock units do not have a conversion price or expiration date and will be settled in common stock vesting in one-third increments on each of December 31, 2026, December 31, 2027 and December 31, 2028.

2. Restricted stock units vest over a multi-year period.

Remarks:

	Paula Chumbley as Attorney-in-Fact for Marcia A. Dall	03/20/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Churchill Downs (CHDN) report for Marcia A. Dall?

Churchill Downs reported that EVP and CFO Marcia A. Dall received a grant of 1,449 restricted stock units. These units are a form of equity compensation linked to Churchill Downs common stock and were reported as an acquisition under transaction code A.

How many restricted stock units did the Churchill Downs CFO receive?

Marcia A. Dall received 1,449 restricted stock units. Each unit represents one share of Churchill Downs common stock, so the grant provides rights to 1,449 underlying shares, subject to the stated multi-year vesting schedule described in the filing footnotes.

What is the vesting schedule for Marcia Dall’s 1,449 Churchill Downs RSUs?

The 1,449 restricted stock units vest in three equal installments. One-third will vest on December 31, 2026, another third on December 31, 2027, and the final third on December 31, 2028, after which vested units will be settled in common stock.

Do the newly granted Churchill Downs RSUs have an exercise price or expiration date?

The restricted stock units have no conversion or exercise price and no expiration date. According to the disclosure, they will be settled in Churchill Downs common stock as they vest over time under the specified schedule, rather than requiring any payment to exercise.

What are Marcia Dall’s Churchill Downs holdings after this RSU grant?

After the grant of 1,449 restricted stock units, Marcia A. Dall directly holds 33,701.128 units of this derivative security. Each unit corresponds to one share of Churchill Downs common stock, giving a clear view of her equity-based compensation position from this filing.

Was this Churchill Downs Form 4 transaction a market purchase or sale?

The filing characterizes the transaction as a grant or award acquisition under code A, not a market trade. It reflects equity compensation granted to Marcia A. Dall rather than an open-market purchase or sale of Churchill Downs common stock.