Mudd William E. 4

What Happened
William E. Mudd, President and COO of Churchill Downs (CHDN), had a cash-settled payout of performance share units on Feb 5, 2026 that resulted in a disposition to the issuer of 16,648 shares at $93.69 each for proceeds of $1,559,751. On the same date the filing also shows awards/grants: a grant corresponding to the cash-settled PSUs and a separate grant of 21,348 restricted-equity units (derivative/RSUs) that will be settled in common stock.

Key Details

• Transaction date: 2026-02-05; Filing date: 2026-02-09 (Form 4 filed timely).
• Sale/disposition: 16,648 shares at $93.69 — proceeds $1,559,751 (disposition to issuer).
• Grants: 16,648 shares (recorded at $0.00) tied to the PSU cash settlement; 21,348 derivative units (RSUs) recorded at $0.00.
• Shares owned after transaction: not specified in the filing.
• Footnotes from the filing:
  • F1: Cash settlement of performance share units for the period Jan 1, 2023–Dec 31, 2025.
  • F2: The 21,348 restricted stock units will be settled in common stock, vesting one-third on each of Dec 31, 2026, 2027 and 2028.
  • F3: Restricted stock vests over a multi-year period.
• No indication in the filing that this was part of a 10b5-1 plan; the disposition appears tied to PSU settlement.

Context
The sale appears to be the cash settlement and disposition related to performance-based awards (PSUs), a common corporate practice. Such dispositions to the issuer often reflect award settlement or tax withholding rather than open-market trading and do not necessarily indicate a change in the insider’s view of the company. The newly granted RSUs will vest over coming years (one-third annually through 2028).