[8-K] Churchill Downs Inc Reports Material Event

Rhea-AI Filing Summary

Churchill Downs filed an 8-K reporting the planned retirement of Maureen Adams, Executive Vice President Gaming Operations, effective December 31, 2025. A Memorandum of Understanding provides:

• eligibility for a 2025 bonus tied to actual performance;
• accelerated vesting of outstanding RSU and PSU awards;
• a $550,000 retention payment contingent on remaining employed through year-end;
• termination of her July 26 2022 Change-in-Control/Severance Agreement.

The notice gives six months for succession planning; no successor was named and the company did not disclose financial impact.

Positive

• None.

Negative

• Retirement of Executive Vice President, Gaming Operations announced without a named successor, introducing potential leadership uncertainty in a critical business unit.

Insights

Corporate Governance Specialist

Orderly retirement; impact limited but succession clarity needed.

The advance notice to December 2025 affords the board time to execute a structured search and maintain continuity. Eliminating the 2022 change-in-control agreement modestly improves governance by reducing a potential future payout. While the accelerated vesting could create a one-time equity compensation charge, it is unlikely to be material for a company of Churchill Downs’ scale. Investors should watch for a follow-up 8-K naming a successor and details on transition responsibilities to gauge continuity in internal controls and strategic oversight.

Operations Risk Analyst

Leadership gap risk in key operating unit until successor named.

Adams oversees Gaming Operations, a core business function. Her exit—though announced well in advance—creates interim uncertainty around project execution, regulatory relationships, and workforce morale. The $550 k retention incentive keeps her engaged through 2025, but with no successor identified, operational risk persists beyond year-end. Stakeholders should monitor whether an internal promotion or external hire is pursued, as each path carries different integration and continuity risks.

Churchill Downs Inc false 0000020212 0000020212 2025-06-25 2025-06-25

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): June 25, 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 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
June 26, 2025						/s/ Bradley K. Blackwell
						By: Bradley K. Blackwell
						Title: Executive Vice President, General Counsel and Secretary

FAQ

When will CHDN's Executive Vice President of Gaming Operations retire?

Maureen Adams will retire effective December 31, 2025.

What retention payment will Maureen Adams receive under the CHDN MOU?

The agreement grants her a $550,000 retention payment, payable if she remains employed through December 31, 2025.

Does the CHDN MOU provide accelerated vesting of stock awards?

Yes. All outstanding restricted stock unit and performance share unit awards will vest under the MOU.

Will Maureen Adams remain eligible for a 2025 bonus at CHDN?

Yes. She remains eligible for a 2025 bonus calculated under the Executive Annual Incentive Plan based on actual performance.

Did CHDN terminate any change-in-control agreement with Maureen Adams?

Yes. The July 26, 2022 Change-in-Control, Severance and Indemnity Agreement will be terminated as part of the MOU.