VARGA PAUL C 4

What Happened

• Paul C. Varga, a director of Churchill Downs Incorporated (CHDN), was granted 2,257 restricted stock units (RSUs) on April 21, 2026. The filing lists the acquisition price as $0.00 (2,257 shares @ $0.00 = $0). Each RSU is economically equivalent to one share of CHDN common stock.

Key Details

• Transaction date: April 21, 2026; Form 4 filed April 23, 2026 (timely).
• Transaction code: A (award/grant).
• Shares/units granted: 2,257 RSUs; acquisition price $0.00.
• Shares owned after transaction: not disclosed in this filing.
• Notable footnotes:
  • F1: RSUs granted for 2026 director service; will vest one year from the grant anniversary. The April 21, 2026 closing stock price was used to determine the award amount.
  • F2: RSUs have no conversion price or expiration date.
  • F3: Grant includes director service RSUs and related dividends; equivalent shares from vested RSUs are transferred upon completion of director service.

Context

• RSU grants are a form of compensation for directors and are routine; they are not an open-market purchase (which might be viewed as a stronger positive signal). These RSUs will convert to actual shares subject to vesting and service completion, so they do not represent immediately tradable stock.