Churchill Downs (CHDN) CEO sells 37,727 shares and receives 64,041 RSUs

Rhea-AI Filing Summary

Churchill Downs Inc. Chief Executive Officer William C. Carstanjen reported multiple equity transactions on February 5, 2026. He received 37,727 shares of common stock at $0 from the cash settlement of performance share units for the period from January 1, 2023 to December 31, 2025, and then sold 37,727 shares of common stock at $93.69 per share. After these transactions, he directly owned 1,685,609 shares of common stock. He was also granted 64,041 restricted stock units at $0, increasing his directly held restricted stock units to 183,697.52 units. These restricted stock units will be settled in common stock vesting in one-third increments on December 31, 2026, December 31, 2027, and December 31, 2028, reflecting a multi-year equity incentive structure.

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^*

Carstanjen William 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)

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

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		37,727(1)	A	$0	1,723,336	D
Common Stock	02/05/2026		D		37,727	D	$93.69	1,685,609	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		64,041		(3)	(2)	Common Stock	64,041	$0	183,697.52	D

Explanation of Responses:

1. Represents the cash 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 William C. Carstanjen	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 CHDN CEO William Carstanjen report on February 5, 2026?

William C. Carstanjen reported receiving and selling shares on February 5, 2026. He acquired 37,727 common shares at $0 from performance share units, then sold 37,727 shares at $93.69 each, while remaining a significant direct shareholder.

How many Churchill Downs (CHDN) shares does the CEO own after these Form 4 transactions?

After the reported transactions, William C. Carstanjen directly owned 1,685,609 shares of Churchill Downs common stock. This figure reflects his holdings following the acquisition and sale of 37,727 shares on February 5, 2026, as disclosed in the filing.

What restricted stock units were granted to the CHDN CEO in this Form 4 filing?

The filing shows a grant of 64,041 restricted stock units at $0 to William C. Carstanjen. These units increased his directly held restricted stock units to 183,697.52, representing additional equity-based compensation tied to future vesting dates.

When do William Carstanjen’s restricted stock units in Churchill Downs vest?

The restricted stock units will be settled in common stock vesting in one-third increments on December 31, 2026, December 31, 2027, and December 31, 2028. This creates a multi-year vesting schedule designed to align long-term incentives.

What is the nature of the performance share unit settlement reported by CHDN’s CEO?

The transaction represents the cash settlement of performance share units earned for the period from January 1, 2023 to December 31, 2025. It resulted in the acquisition of 37,727 common shares at $0 before the same number of shares were sold.