Dall Marcia A 4

What Happened
Marcia A. Dall, Executive Vice President and Chief Financial Officer of Churchill Downs Inc., had performance share units settle and received restricted stock units on Feb 5, 2026. The filing shows 12,207 shares issued in settlement of performance share units (F1) and 12,276 restricted stock units granted/awarded (F2). To satisfy tax withholding related to the settlement, 3,944 shares were disposed at $93.69 each, generating $369,513 (code F).

Key Details

• Transaction date: 2026-02-05; Form 4 filed 2026-02-09 (timely — within 2 business days).
• Items reported:
  • 12,207 shares acquired (performance share unit settlement) — footnote F1 (performance period Jan 1, 2023–Dec 31, 2025).
  • 3,944 shares disposed (tax withholding) at $93.69 each — proceeds $369,513 (code F).
  • 12,276 shares acquired as restricted stock units (derivative award) — footnote F2 (RSUs to be settled in common stock in three equal installments on Dec 31, 2026; Dec 31, 2027; Dec 31, 2028).
• Shares owned following the transactions: not specified in the filing.
• Footnotes:
  • F1: Settlement of performance share units for the 2023–2025 performance period.
  • F2: RSUs have no conversion price/expiration and vest in one-third increments on Dec 31 of 2026, 2027 and 2028.
  • F3: Restricted stock vests over a multi-year period.
• Code F indicates shares were surrendered/used to pay tax withholding rather than an open-market sale.

Context
This filing reflects routine equity compensation activity: PSUs settling and RSUs being granted, with a portion of shares withheld to cover taxes. Such tax-withholding disposals are common and do not necessarily indicate an insider view on the company’s stock price. The RSUs are time-vested awards (not a cash purchase) and will convert to shares according to the vesting schedule in F2.