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Churchill Downs (CHDN) director gets 2,257-share stock award

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Filing Sentiment
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Form Type
4

Rhea-AI Filing Summary

HARRINGTON DANIEL P reported acquisition or exercise transactions in this Form 4 filing.

Churchill Downs Inc director Daniel P. Harrington received an equity award of 2,257 shares of common stock as compensation for 2026 director service. The award is structured as restricted stock units that vest one year from the anniversary of the grant date and are economically equivalent to common shares.

After this grant, Harrington directly holds 126,086.18 shares of common stock and indirectly holds 1,145,352 shares through TVI Corp., including restricted stock units and dividends awarded on those units. The equivalent shares related to vested units will be transferred when he completes his service as a director.

Positive

  • None.

Negative

  • None.
Insider HARRINGTON DANIEL P
Role null
Type Security Shares Price Value
Grant/Award Common Stock 2,257 $0.00 --
Grant/Award Common Stock 0 $0.00 --
Holdings After Transaction: Common Stock — 126,086.18 shares (Direct, null); Common Stock — 1,145,352 shares (Indirect, by TVI Corp.)
Footnotes (1)
  1. Restricted stock units granted in connection with 2026 director service which will vest one year from the anniversary of the grant date. Each restricted stock unit is the economic equivalent of one share of common stock. The closing price of CHDN common stock on April 21, 2026, was used to determine the number of restricted stock units granted. Restricted stock units do not have a conversion price or expiration date. Includes restricted stock units granted for service as a director and dividends awarded for such units. The equivalent shares of common stock related to the vested units will be transferred upon the reporting person's completion of service as a director.
Director grant 2,257 shares Restricted stock unit award for 2026 director service
Direct holdings after grant 126,086.18 shares Common stock directly held by Daniel P. Harrington after transaction
Indirect holdings after update 1,145,352 shares Common stock indirectly held through TVI Corp.
Acquire transactions 2 transactions Both coded as grants/awards (Code A) on April 21, 2026
restricted stock units financial
"Restricted stock units granted in connection with 2026 director service which will vest one year from the anniversary of the grant date."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
economic equivalent of one share of common stock financial
"Each restricted stock unit is the economic equivalent of one share of common stock."
dividends awarded for such units financial
"Includes restricted stock units granted for service as a director and dividends awarded for such units."
completion of service as a director financial
"The equivalent shares of common stock related to the vested units will be transferred upon the reporting person's completion of service as a director."
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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*
HARRINGTON DANIEL P
(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/21/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock04/21/2026A2,257(1)A$0(2)126,086.18(3)D
Common Stock04/21/2026A0A$01,145,352Iby TVI Corp.
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Restricted stock units granted in connection with 2026 director service which will vest one year from the anniversary of the grant date. Each restricted stock unit is the economic equivalent of one share of common stock. The closing price of CHDN common stock on April 21, 2026, was used to determine the number of restricted stock units granted.
2. Restricted stock units do not have a conversion price or expiration date.
3. Includes restricted stock units granted for service as a director and dividends awarded for such units. The equivalent shares of common stock related to the vested units will be transferred upon the reporting person's completion of service as a director.
Remarks:
Paula Chumbley Attorney-in-Fact for Daniel P. Harrington04/23/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Churchill Downs (CHDN) report for Daniel P. Harrington?

Churchill Downs reported that director Daniel P. Harrington received an equity award of 2,257 shares of common stock. This award was granted as restricted stock units for his 2026 director service, with each unit economically equivalent to one share of common stock.

How do the new restricted stock units for CHDN’s Daniel Harrington vest?

The restricted stock units granted to Daniel Harrington vest one year from the anniversary of the grant date. These units are tied to his 2026 director service and become deliverable as common shares once vesting and service conditions are satisfied under the company’s arrangements.

What are Daniel Harrington’s Churchill Downs shareholdings after this Form 4?

Following the reported transactions, Daniel Harrington directly holds 126,086.18 shares of Churchill Downs common stock. He also indirectly holds 1,145,352 shares through TVI Corp., which include restricted stock units and related dividend-equivalent awards tied to his director service.

How are restricted stock units treated for Churchill Downs (CHDN) directors?

Restricted stock units for Churchill Downs directors are the economic equivalent of one share of common stock. They do not have a conversion price or expiration date, and the equivalent common shares are transferred when the director completes service, assuming the units have vested as scheduled.

When will Daniel Harrington receive common shares from his CHDN restricted stock units?

The equivalent shares of Churchill Downs common stock related to Daniel Harrington’s vested restricted stock units will be transferred upon his completion of service as a director. This timing links actual share delivery to both vesting of units and the end of his board service.