UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 14, 2025

Churchill Downs Incorporated

(Exact name of registrant as specified in its charter)

Kentucky

001-33998

61-0156015

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

600 North Hurstbourne Parkway, Suite 400

Louisville

Kentucky

40222

(Address of Principal Executive Offices)

(Zip Code)

(502) 636-4400

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule l4a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, No Par Value	CHDN	The Nasdaq Global Select Market LLC


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			☐

Item 7.01. Regulation FD Disclosure.

On July 14, 2025, Churchill Downs Incorporated (the “Company”) announced that it had entered into definitive agreements to acquire 90% of the outstanding equity interests of PPE Casino Resorts NH Holdings, LLC in Salem, New Hampshire (known as “Casino Salem”), for total consideration of $180 million in cash (the “Salem Transaction”), subject to certain purchase price adjustments. Casino Salem is located at The Mall at Rockingham Park which is approximately 30 minutes from downtown Boston. Pursuant to the Salem Transaction, CDI will assume responsibility for the development of a charitable gaming, entertainment and dining destination featuring historical horse racing machines.

The Salem Transaction will be comprised of (i) CDI’s purchase of the 51% ownership stake in Casino Salem held by The Cordish Companies and (ii) CDI’s purchase of 39% of the total outstanding equity of Casino Salem from F&L Gaming, LLC, an entity owned by Southern New Hampshire developers and civic leaders, Joe Faro and Sal Lupoli. Following the Salem Transaction, Faro and Lupoli combined will maintain ownership of 10% of Casino Salem, and will continue to provide their local expertise, which is central to the efforts to complete the development of this new venue.

A copy of the press release announcing the Salem Transaction is furnished hereto as Exhibit 99.1. The information provided pursuant to this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01. Financial Statements and Exhibits.



			(d)						Exhibits

			Exhibit Number						Description
			99.1						Press Release, dated July 14, 2025, issued by Churchill Downs Incorporated
			104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto, duly authorized.


						CHURCHILL DOWNS INCORPORATED
July 14, 2025						/s/ Bradley K. Blackwell
						By: Bradley K. Blackwell
						Title: Executive Vice President and General Counsel

Churchill Downs Inc 8-K