Churchill Downs (CHDN) SEC Filings

Churchill Downs Inc. (CHDN) appointed Michael Tucker as a Class II director effective immediately on October 27, 2026, filling a vacancy created by an increase in the Board’s size. His term expires with the other Class II directors at the 2028 Annual Meeting of Shareholders, and the appointment brings the Board to eight members.

The Board determined Tucker is independent under the listing standards of the Nasdaq Stock Market. He had not been named to a Board committee at the time of the report, and his compensation will be consistent with that of other non-employee directors. Tucker has more than 30 years of investment management experience and is Founder and Managing Partner of Orvieto Partners, L.P.

Churchill Downs Incorporated (CHDN) reported third-quarter 2026 revenue of $696 million versus $683 million a year earlier and net income attributable to the company of $80 million versus $38 million. Operating income was $143 million versus $98 million. For the nine months ended September 30, revenue was $2.339 billion versus $2.260 billion, net income attributable was $404 million versus $332 million, and Adjusted EBITDA was $998 million versus $958 million. The company said prior-year net-income comparisons included a $35 million after-tax impairment charge for Q3 and a $36 million after-tax decrease for the nine-month period, primarily related to impairment.

CHDN is exploring a sale of nine wholly owned regional gaming properties as part of a portfolio review; they represent $280 million to $300 million of annual Adjusted EBITDA, including retail sportsbook and market access reported within Wagering Services and Solutions. In August 2026, it reacquired 49% of United Tote from NYRA Content Management Solutions, LLC. Net debt was $4.063 billion at September 30, compared with $5.067 billion at December 31, 2025. On October 27, the board approved a repurchase program of up to $750 million, including, and not in addition to, the $306 million remaining under the July 2025 program at the close of trading that day.

Churchill Downs Incorporated (CHDN) reported third-quarter 2026 results, with record net revenue of $696 million, up 2% from $683 million a year earlier, and record net income attributable to CDI of $80 million, compared with $38 million. Adjusted EBITDA was $264 million versus $262 million, while diluted EPS was $1.15 versus $0.54. CDI said adjusted net income attributable to the company, excluding specified items affecting comparability, increased $9 million.

On August 3, 2026, CDI completed its acquisition of 49% of United Tote from a NYRA subsidiary, and NYRA extended its tote services agreement through 2035. CDI also entered a $500 million Term Loan B due September 25, 2033, bearing interest at SOFR plus 175 basis points; a portion of its net proceeds was used to repay debt, fund transaction fees and expenses, and support working capital and other general corporate purposes. The Board declared an annual cash dividend of $0.469 per share, 7% above the prior year, payable January 5, 2027, to shareholders of record December 4, 2026. The new repurchase authorization is up to $750 million and includes, rather than adds to, $306 million remaining under the prior program as of October 27, 2026.

Churchill Downs Inc director Douglas C. Grissom received an award of 454.22 phantom share units on September 30, 2026, in connection with an election to defer compensation. The number of units awarded was determined using CHDN’s closing price on that date.

Churchill Downs Incorporated (CHDN) closed an amendment to its senior secured credit agreement and a $500 million aggregate principal amount senior secured Term Loan B. The amendment extends the revolving credit facility and Term Loan A maturities from 2029 to September 25, 2031, and refinances in full the existing term loan B-1 facility with the new loan. The Term Loan B matures September 25, 2033, bears interest at SOFR plus 175 basis points, and was issued at 99.875% of principal amount. Revolver and Term Loan A borrowings bear interest at SOFR plus an applicable margin based on CDI’s and the guarantors’ leverage ratio.

CDI intends to use the new loan’s net proceeds to repay outstanding term loan B-1 and revolving loans, pay related transaction fees and expenses, and fund working capital and other general corporate purposes. The obligations under all three facilities are guaranteed by the guarantors and secured by substantially all of CDI’s and the guarantors’ assets. Separately, CDI issued a conditional redemption notice on September 18, 2026, to redeem its 5.50% Senior Notes due 2027 on October 19, 2026, and intends to fund the redemption from the Revolver.

Vanguard Capital Management reports beneficial ownership of common stock of Churchill Downs Inc. as of June 30, 2026. Vanguard and certain affiliated entities collectively beneficially own 3,495,021 shares, representing 5.01% of the outstanding common stock.

Vanguard has sole voting power over 506,080 shares and sole dispositive power over 3,495,021 shares, with no shared voting or dispositive power reported. The position includes securities held by various Vanguard funds and managed accounts for which Vanguard or its affiliates exercise voting and/or dispositive authority, but no other individual person has an interest in more than 5% of the class through these holdings.

Churchill Downs Incorporated reported stronger Q2 2026 results. Net revenue rose to $980 million from $934 million, driven mainly by Live and Historical Racing, which benefited from a record‑breaking Derby Week. Net income attributable to the company increased to $241 million from $217 million, with diluted EPS at $3.42 versus $2.99. Adjusted EBITDA grew to $477 million from $451 million, led by higher contributions from all three operating segments.

For the first half of 2026, net revenue reached $1,643 million and Adjusted EBITDA $734 million. Operating cash flow was $512 million, supporting capital spending of $117 million and substantial debt reduction; net debt declined to $4,110 million from $5,067 million at year‑end. The company maintained $861 million of revolver capacity, held $295 million in cash and restricted cash, and had $430 million remaining under its July 2025 share repurchase authorization while advancing projects such as Rockingham Grand Casino.

Churchill Downs Incorporated reported strong second‑quarter 2026 results, with all‑time record net revenue of $980 million and record Adjusted EBITDA of $477 million, up $46 million (5%) and $26 million (6%), respectively, from the prior‑year quarter. Net income attributable to CDI rose to $241 million, an 11% increase, and diluted EPS was $3.42 versus $2.99.

Live and Historical Racing led performance, generating $575 million of revenue and $318 million of Adjusted EBITDA, driven by record Kentucky Derby Week wagering, media, ticketing, and sponsorships and strong Kentucky and Virginia HRM venues. Wagering Services and Solutions revenue grew to $178 million, Gaming to $270 million, and equity investments delivered higher income. Net bank leverage stood at 3.7x, operating cash flow for the first half reached $512 million, and 2026 capital spending is planned at $180–220 million, including projects at Churchill Downs Racetrack and the Rockingham Grand Casino.

Churchill Downs Incorporated reported that it has completed a comprehensive review of its operational portfolio and long-term capital allocation priorities. Following this review, the company is exploring options to sell several wholly owned regional gaming properties across multiple states.

The properties under evaluation include Calder Casino in Florida, Terre Haute Casino Resort in Indiana, Hard Rock Hotel & Casino in Iowa, Oxford Casino Hotel in Maine, Ocean Downs Casino and Racetrack in Maryland, Harlow’s Casino Resort and Spa and Riverwalk Casino Hotel in Mississippi, del Lago Resort and Casino in New York, and Presque Isle Downs and Casino in Pennsylvania. The company cautions that there is no assurance any transaction will occur, has set no timetable for the process, and highlights customary risks in forward-looking statements, including potential impacts on relationships, costs, litigation, and market conditions.