UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) ~~OF THE~~

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~April~~June 2325, 2025

Churchill Downs Incorporated

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)

(Exact name of registrant as specified in its charter)

(502)-636-4400

Kentucky

001-33998

61-0156015

(State or other jurisdiction
of incorporation)

(Commission

File Number)

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

(Registrant's telephone number, including area code)


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 ~~Written communications pursuant to Rule 425 under~~ the ~~Securities~~appropriate ~~Act~~box ~~(17~~below ~~CFR~~if ~~230.425) ☐ Soliciting material pursuant to Rule l4a-12 under~~ the ~~Exchange~~Form ~~Act (17 CFR 240.14a~~8-~~12)~~K ☐filing ~~Pre-commencement~~is ~~communications~~intended ~~pursuant~~ to ~~Rule~~simultaneously ~~14d-2(b)~~satisfy ~~under~~ the ~~Exchange~~filing ~~Act~~obligation ~~(17~~of ~~CFR~~the ~~240.14d-2(b))~~registrant ☐under ~~Pre-commencement~~any ~~communications~~of ~~pursuant to Rule 13e-4(c) under~~ the ~~Exchange~~following ~~Act (17 CFR 240~~provisions.~~13e-4(c))~~

~~Title~~☐ ofWritten ~~each~~communications ~~class~~pursuant ~~Trading~~to ~~Symbol(s)~~Rule ~~Name~~425 ofunder ~~each~~the ~~exchange~~Securities onAct ~~which~~(17 ~~registered~~CFR ~~Common Stock, No Par Value CHDN The Nasdaq Global Select Market LLC~~230.425)

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.			☐

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

~~Item~~☐ Pre-commencement communications pursuant to Rule 14d-2~~.02. Results~~(b) ofunder ~~Operations~~the ~~and~~Exchange ~~Financial~~Act ~~Condition~~(17 CFR 240.14d-2(b))

A☐ ~~copy~~Pre-commencement ofcommunications ~~the~~pursuant ~~news~~to ~~release~~Rule ~~issued by Churchill Downs Incorporated~~ 13e-4(~~the "Company"~~c) onunder ~~April 23, 2025 announcing~~ the ~~results~~Exchange ofAct ~~operations~~(17 ~~and~~CFR ~~financial condition for the three months ended March 31, 2025 is attached hereto as Exhibit 99~~240.~~1 and incorporated by reference herein.~~13e-4(c))

~~The~~Securities ~~information~~registered ~~provided~~ pursuant to ~~this Item 2.02, 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~~ 12(~~the "Exchange Act"~~b) ~~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.~~:

			(d)						Exhibits
			The following is being furnished as an exhibit to the Current Report on Form 8-K.
			Exhibit Number						Description
			99.1						Press Release dated April 23, 2025 issued by Churchill Downs Incorporated
			104						Cover Page Interactive Data File (embedded within the Inline XBRL document)


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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 25, 2025, Maureen Adams, Executive Vice President, Gaming Operations of Churchill Downs Incorporated (the “Company”), notified the Company of her decision to retire from the Company, effective December 31, 2025. In connection with her contemplated retirement, the Company entered into a Memorandum of Understanding (the “MOU”) with Ms. Adams, dated June 25, 2025, which provides for (i) a 2025 bonus under the Company’s Executive Annual Incentive Plan, with payout determined based on actual performance for the year, (ii) vesting with respect to her outstanding restricted stock unit awards and performance share unit awards, (iii) a retention payment of $550,000, subject to her continued employment through December 31, 2025, and (iv) the termination of the Executive Change in Control, Severance and Indemnity Agreement between the Company and Ms. Adams, dated July 26, 2022.

The description of the MOU contained herein is qualified in its entirety by the full text of the MOU, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits


Exhibit Number		Description

10.1		Memorandum of Understanding By and Between Maureen Adams and Churchill Downs Incorporated dated June 25, 2025

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
April 23, 2025						/s/ Marcia A. Dall
June 26, 2025						/s/ Bradley K. Blackwell
						By: Marcia A. Dall
						By: Bradley K. Blackwell
						Title: Executive Vice President and Chief Financial Officer
						Title: Executive Vice President, General Counsel and Secretary
						(Principal Financial and Accounting Officer)

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