Carstanjen William C. 4

What Happened

• William C. Carstanjen, CEO of Churchill Downs (CHDN), had 37,727 performance share units (PSUs) settled and the corresponding shares disposed to the issuer for $93.69 each, totaling $3,534,643. The filing also shows a grant of 64,041 restricted stock units (RSUs) awarded at $0.00 that will convert to common shares on a multi-year vesting schedule.
• The PSU settlement is reported as a cash settlement (footnote F1) and the 64,041 RSUs are described as restricted stock units that will vest in one-third increments on Dec 31, 2026, 2027 and 2028 (footnote F2). Additional restricted stock grants vest over multiple years (footnote F3).

Key Details

• Transaction dates and prices:
  • Feb 5, 2026: 37,727 shares acquired (A) at $0.00 (PSU cash-settlement reported) and 37,727 shares disposed to issuer (D) at $93.69 for $3,534,643.
  • Feb 5, 2026: 64,041 shares acquired (A) as RSUs at $0.00 (derivative award).
• Shares owned after transaction: Not specified in the provided filing excerpt.
• Notable footnotes: F1 = cash settlement of PSUs for the 2023–2025 performance period; F2 = RSUs settle in common stock, vesting in thirds at year-ends 2026–2028; F3 = restricted stock vests over multiple years.
• Filing timeliness: Form 4 filed Feb 9, 2026 for Feb 5 transactions (four days later), which appears to be beyond the usual two-business-day Form 4 filing window.

Context

• This filing reflects a cash settlement of performance-based awards and the grant of future RSUs rather than an open-market purchase or proactive sale of existing holdings. Cash settlements and share dispositions to the issuer are commonly used to effect payout/withholding for awards; the RSUs represent future compensation that vests over time.