Blackwell Bradley K. 4

What Happened
Bradley K. Blackwell, Executive Vice President and General Counsel of Churchill Downs (CHDN), was granted equity awards and had shares withheld to satisfy tax obligations on February 5, 2026. The filing shows two awards/settlements totaling 15,179 shares (6,104 shares and 9,075 shares) reported as acquired at $0.00, and 1,835 shares were disposed/withheld at $93.69 per share to cover taxes — a cash value of about $171,921. These transactions reflect awards/settlements rather than an open-market purchase or voluntary sale.

Key Details

• Transaction date: February 5, 2026 (Form 4 filed February 9, 2026 — filed within the normal 2-business-day window).
• Awards/Acquisitions: 6,104 shares (awarded, $0.00), and 9,075 shares (derivative award/settlement, $0.00) — total 15,179 shares acquired.
• Tax withholding/disposition: 1,835 shares withheld/disposed at $93.69 each = $171,921.15. (Transaction code F indicates tax withholding).
• Shares owned after transaction: Not reported in the provided summary of the filing.
• Footnotes from the filing:
  • F1: The derivative settlement (PSUs) represents the settlement of performance share units for the performance period Jan 1, 2023 – Dec 31, 2025.
  • F2: Restricted stock units have no conversion price/expiration and will vest in one-third increments on Dec 31 of 2026, 2027 and 2028.
  • F3: Restricted stock vests over a multi-year period.

Context

• These transactions are award settlements and tax-withholding actions, not open-market buys or discretionary sales. Tax withholding of shares is a routine administrative step when equity awards vest/settle and does not necessarily signal the insider’s view of the company.
• The 9,075-share item is a PSU settlement for a completed performance period; RSUs shown will continue to vest over future years per the schedule above.