Churchill Downs buys 90% of New Hampshire casino

Churchill Downs Incorporated completed its previously announced acquisition of a controlling stake in a New Hampshire gaming property.

Rhea-AI Filing Summary

Churchill Downs Incorporated completed its previously announced acquisition of a controlling stake in a New Hampshire gaming property. On August 27, 2025, the company closed the purchase of 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, subject to purchase price adjustments.

The company also issued a press release on the same day describing the completion of the transaction, which is included as an exhibit to this report.

Insights

Gaming & leisure industry analyst

Churchill Downs buys 90% of Casino Salem for $180M cash.

Churchill Downs Incorporated has completed the acquisition of 90% of PPE Casino Resorts NH Holdings, LLC, which owns Casino Salem in Salem, New Hampshire. The deal involves total cash consideration of $180 million, subject to purchase price adjustments, and closed on August 27, 2025.

This transaction adds a New Hampshire casino asset to the company’s portfolio, expanding its geographic footprint in the gaming sector. Because the consideration is entirely cash, the impact is on liquidity and balance sheet structure rather than share count.

A press release dated August 27, 2025 provides additional detail and is furnished as an exhibit, indicating the company views this as a notable strategic step. Future company filings may describe how the acquired property contributes to revenue and earnings once it is fully integrated.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction did Churchill Downs Incorporated (CHDN) report in this 8-K?

Churchill Downs Incorporated reported that it completed the acquisition of 90% of the outstanding equity interests of PPE Casino Resorts NH Holdings, LLC, the owner of Casino Salem in Salem, New Hampshire.

How much did Churchill Downs (CHDN) pay for the Casino Salem acquisition?

Churchill Downs agreed to total consideration of $180 million in cash for the 90% equity interest in PPE Casino Resorts NH Holdings, LLC, subject to certain purchase price adjustments.

When did Churchill Downs (CHDN) close the Casino Salem acquisition?

The acquisition of 90% of Casino Salem by Churchill Downs Incorporated was completed on August 27, 2025.

What percentage of Casino Salem did Churchill Downs (CHDN) acquire?

Churchill Downs acquired 90% of the outstanding equity interests of PPE Casino Resorts NH Holdings, LLC, which owns Casino Salem.

Where is the casino acquired by Churchill Downs (CHDN) located?

The acquired property, Casino Salem, is located in Salem, New Hampshire.

Did Churchill Downs (CHDN) issue a press release about the Casino Salem acquisition?

Yes. A press release dated August 27, 2025, announcing the completion of the Casino Salem acquisition is included as Exhibit 99.1 to the report.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/27/2025 - 04:35 PM Learn about SEC filing dates

0000020212false00000202122025-08-272025-08-27

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): August 27, 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

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 August 27, 2025, Churchill Downs Incorporated (“CDI” or “the Company”) completed its previously-announced acquisition of 90% of the outstanding equity interests of PPE Casino Resorts NH Holdings, LLC in Salem, New Hampshire ("Casino Salem") for total consideration of $180 million in cash, subject to certain purchase price adjustments.

A copy of the press release announcing the completion of the acquisition 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 August 27, 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
August 27, 2025						/s/ Bradley K. Blackwell
						By: Bradley K. Blackwell
						Title: Executive Vice President and General Counsel