Form 4: Churchill Downs Director Douglas Grissom Increases Stake Through Phantom Share Award

Churchill Downs Director Douglas C. Grissom was awarded 340.35 phantom share units on June 30, 2025, increasing his total beneficial ownership to 39,209.48 units.

Summary

• Douglas C. Grissom, a Director of Churchill Downs Inc. (CHDN), reported an acquisition of phantom share units.
• The transaction occurred on June 30, 2025.
• The security acquired consists of 340.35 phantom share units, which are the economic equivalent of one share of common stock.
• The acquisition was an award, with a reported price of $0 per unit.
• Following this transaction, Douglas C. Grissom's beneficial ownership stands at 39,209.48 units.
• The number of phantom shares awarded was determined based on the closing price of CHDN common stock on June 30, 2025.
• The total holding of 39,209.48 units is comprised of restricted stock units granted for director service, phantom share units from deferred compensation elections, and dividends awarded for each unit.
• The shares of common stock corresponding to these phantom units are transferred upon the reporting person's completion of service as a director.

Sentiment

Score: 7

Explanation: The acquisition of phantom share units by a director, increasing their beneficial ownership, generally indicates continued alignment of interests with shareholders and confidence in the company's future, even if it's a compensation award rather than an open market purchase.

Positives

• Director Douglas C. Grissom received an award of 340.35 phantom share units, which aligns his interests with those of shareholders.
• The increase in Douglas C. Grissom's beneficial ownership to 39,209.48 units demonstrates continued commitment and confidence in Churchill Downs Inc.

Future Outlook

Phantom share units will be converted to common stock and transferred to the reporting person upon completion of service as a director.

Management Comments

• Phantom share units are the economic equivalent of one share of common stock and are transferred upon the reporting person's completion of service as a director.
• The number of phantom shares awarded was determined using the closing price of CHDN common stock on June 30, 2025.
• The total holding is comprised of restricted stock units granted for service as a director, phantom share units granted in connection with deferred compensation elections, and dividends awarded for each unit.

Industry Context

This Form 4 filing represents a routine insider transaction related to director compensation, common across publicly traded companies where executive and director compensation often includes equity awards to align interests with shareholders.

Comparison to Industry Standards

• The use of phantom share units as a form of deferred compensation and equity award for directors is a common practice in corporate governance across various industries, including the entertainment and gaming sector where Churchill Downs operates.
• This aligns with typical compensation structures seen in companies like MGM Resorts International (MGM) or Caesars Entertainment (CZR), which also utilize equity-based incentives for their leadership to foster long-term commitment and performance.

Stakeholder Impact

• Shareholders: Increased alignment of director's interests with shareholder value due to increased equity ownership.

Next Steps

• Transfer of common stock upon Douglas C. Grissom's completion of service as a director.

Key Dates

Recommendation

Keywords

Churchill Downs, CHDN, Douglas C. Grissom, Director, SEC Form 4, Insider Transaction, Phantom Shares, Stock Award, Deferred Compensation, Beneficial Ownership