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 1423, 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 1423, 2025, Churchill Downs Incorporated (the “Company”) announced that itthe ~~had~~Company’s ~~entered~~Board ~~into~~of ~~definitive~~Directors ~~agreements~~approved toa ~~acquire~~$500.0 ~~90%~~million ofshare ~~the~~repurchase ~~outstanding~~program. ~~equity~~The ~~interests~~new ofshare ~~PPE~~repurchase ~~Casino~~program ~~Resorts~~replaces NHthe ~~Holdings,~~prior ~~LLC~~$500.0 inmillion ~~Salem,~~program ~~New~~that ~~Hampshire~~was ~~(known~~authorized asin ~~“Casino~~March ~~Salem”),~~2025. ~~for~~The ~~total~~new ~~consideration~~share ofrepurchase ~~$180~~program ~~million~~includes and is not in ~~cash~~addition ~~(the~~to ~~“Salem~~any ~~Transaction”),~~repurchase ~~subject~~authority toremaining ~~certain~~under ~~purchase~~the ~~price~~prior ~~adjustments~~authorization. ~~Casino~~Share ~~Salem~~repurchases ismay ~~located~~be made at ~~The~~management’s ~~Mall~~discretion atfrom ~~Rockingham~~time ~~Park~~to ~~which~~time isin ~~approximately~~the 30open ~~minutes~~market ~~from~~(either ~~downtown~~with ~~Boston.~~or ~~Pursuant~~without toa ~~the~~10b5-1 ~~Salem~~plan) ~~Transaction,~~or ~~CDI~~through ~~will~~privately ~~assume~~negotiated ~~responsibility~~transactions. ~~for~~The ~~the~~repurchase ~~development~~program ofhas ano ~~charitable~~time ~~gaming,~~limit ~~entertainment~~ and ~~dining~~may ~~destination~~be ~~featuring~~suspended ~~historical~~or ~~horse~~discontinued ~~racing~~at ~~machines.~~any time.

~~The~~A ~~Salem~~copy ~~Transaction~~of ~~will~~the bepress ~~comprised~~release ofannouncing ~~(i)~~the ~~CDI~~Company’s ~~purchase~~new ofshare ~~the~~repurchase ~~51%~~program ~~ownership~~is ~~stake~~furnished inhereto ~~Casino~~as ~~Salem~~Exhibit ~~held~~99.1. by The ~~Cordish~~information ~~Companies~~provided ~~and~~pursuant ~~(ii)~~to ~~CDI’s~~this ~~purchase~~Item of7.01, ~~39%~~including ofExhibit ~~the~~99.1, ~~total~~is ~~outstanding~~being ~~equity~~furnished ofand ~~Casino~~shall ~~Salem~~not ~~from~~be ~~F&L~~deemed ~~Gaming,~~“filed” ~~LLC,~~for anpurposes ~~entity~~of ~~owned~~Section by18 ~~Southern~~of ~~New~~the ~~Hampshire~~Securities ~~developers~~Exchange ~~and~~Act ~~civic~~of ~~leaders~~1934, ~~Joe~~as ~~Faro~~amended ~~and~~(the ~~Sal~~“Exchange ~~Lupoli.~~Act”), ~~Following~~or otherwise subject to the ~~Salem~~liabilities ~~Transaction,~~under ~~Faro~~that Section and ~~Lupoli~~shall ~~combined~~not ~~will~~be ~~maintain~~deemed ~~ownership~~incorporated ofby ~~10%~~reference into any filing of ~~Casino~~the ~~Salem,~~Company ~~and~~under ~~will~~the ~~continue~~Securities toAct ~~provide~~of ~~their~~1933, ~~local~~as ~~expertise~~amended, ~~which~~or isthe ~~central~~Exchange toAct, ~~the~~except ~~efforts~~as toshall ~~complete~~be ~~the~~expressly ~~development~~set offorth ~~this~~by ~~new~~specific ~~venue.~~reference in any such filing

~~A copy of the press release announcing the Salem Transaction is furnished hereto as Exhibit 99.1. The information provided pursuant to this~~ Item 79.01~~, including Exhibit 99~~.1, isFinancial ~~being~~Statements ~~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.Exhibits

			(d)						Exhibits
			Exhibit Number						Description
			99.1						Press Release, dated July 1423, 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
July 23, 2025						/s/ Marcia A. Dall
						By: Bradley K. Blackwell
						By: Marcia A. Dall
						Title: Executive Vice President and General Counsel
						Title: Executive Vice President and Chief Financial Officer
						(Principal Financial and Accounting Officer)

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