Churchill Downs (CHDN) CFO Marcia Dall granted RSUs and settles PSUs

Rhea-AI Filing Summary

Churchill Downs Inc. executive Marcia A. Dall, EVP and CFO, reported equity awards and related share withholding. On February 5, 2026 she acquired 12,207 shares of common stock at $0 from settlement of performance share units for the January 1, 2023 to December 31, 2025 performance period.

On the same date she had 3,944 shares of common stock withheld at $93.69, typically for taxes, leaving 153,843 common shares held directly. She was also granted 12,276 restricted stock units, increasing her RSU holdings to 32,252.128 units that will vest in one-third increments on December 31, 2026, 2027 and 2028, with the underlying restricted stock vesting over a multi-year period.

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 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)
	EVP, and CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026

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	02/05/2026		A		12,207(1)	A	$0	157,787	D
Common Stock	02/05/2026		F		3,944	D	$93.69	153,843	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	(2)	02/05/2026		A		12,276		(3)	(2)	Common Stock	12,276	$0	32,252.128	D

Explanation of Responses:

1. Represents the settlement of performance share units with respect to the performance period January 1, 2023 to December 31, 2025.

2. 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.

3. Restricted stock vests over a multi-year period.

Remarks:

	Paula Chumbley as Attorney-in-Fact for Marcia A. Dall	02/09/2026
	** 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 transactions did Churchill Downs (CHDN) CFO Marcia Dall report?

Marcia Dall reported equity awards and tax share withholding. On February 5, 2026 she received 12,207 common shares at $0 from performance share unit settlement and 12,276 restricted stock units, while 3,944 common shares were withheld at $93.69, mainly for tax obligations.

How many Churchill Downs (CHDN) shares does the CFO hold after this Form 4?

After the reported transactions, the CFO directly holds 153,843 common shares. In addition, she beneficially owns 32,252.128 restricted stock units. These RSUs are scheduled to settle in common stock as they vest over future years, adding to her long-term equity stake.

What performance period did the Churchill Downs (CHDN) performance share units cover?

The performance share units covered January 1, 2023 through December 31, 2025. Settlement of these units on February 5, 2026 resulted in 12,207 common shares issued to CFO Marcia Dall at $0, aligning her compensation with multi-year company performance over that period.

How do the Churchill Downs (CHDN) restricted stock units for the CFO vest?

The 12,276 restricted stock units vest in three equal annual installments. They will be settled in common stock, vesting one-third on each of December 31, 2026, December 31, 2027, and December 31, 2028, with the underlying restricted stock vesting over a multi-year period.

Why were 3,944 Churchill Downs (CHDN) shares reported with transaction code F?

Transaction code F reflects shares withheld, typically for taxes, upon vesting. On February 5, 2026, 3,944 common shares at $93.69 were withheld from CFO Marcia Dall, reducing her directly held common shares to 153,843 after the withholding event.

What role does Marcia A. Dall hold at Churchill Downs (CHDN)?

Marcia A. Dall serves as Executive Vice President and Chief Financial Officer. The Form 4 shows her Section 16 insider status and details changes in her equity holdings through performance share unit settlement, restricted stock unit grants, and share withholding for tax purposes.