Every 8-K that Churchill Downs Inc (CHDN) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow CHDN and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CHDN filings page.
Churchill Downs Incorporated (CHDN) announced that its board approved a $750 million share repurchase program, replacing the $500 million program authorized in July 2025. The new program includes, and is not in addition to, the $306 million remaining under the prior authorization as of the close of trading on October 27, 2026.
Repurchases may be made at management’s discretion from time to time in the open market, with or without a 10b5-1 plan, or through privately negotiated transactions. The program has no time limit and may be suspended or discontinued at any time.
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 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 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.
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.
Churchill Downs Incorporated reported higher results for the quarter ended March 31, 2026. Net revenue reached $663 million, up 3% from $643 million, and net income attributable to CDI was $83 million, up from $77 million. Diluted EPS increased to $1.16 from $1.02, while record Adjusted EBITDA rose to $257 million from $245 million.
Growth was driven mainly by the Live and Historical Racing segment, where revenue rose to $301 million and Adjusted EBITDA to $113 million, reflecting strong Kentucky and Virginia HRM performance. Gaming revenue dipped slightly to $262 million with near-flat Adjusted EBITDA, while Wagering Services and Solutions delivered modest revenue and margin gains.
The company highlighted several strategic moves, including a planned $180–$200 million investment in Rockingham Grand Casino, the opening of Marshall Yards Racing & Gaming, and an $85 million agreement to acquire the Preakness and Black-Eyed Susan Stakes intellectual property. CDI ended the quarter with net bank leverage of 3.8x and returned $31 million to shareholders via dividends.
Churchill Downs Incorporated held its 2026 Annual Meeting on April 21, 2026. Shareholders elected two Class III directors to three-year terms, ratified the company’s auditor, and approved executive compensation on an advisory basis.
Douglas C. Grissom received 53,602,746 votes for and 5,980,214 withheld, with 5,058,232 broker non-votes. Daniel P. Harrington received 56,384,182 votes for and 3,198,778 withheld, with 5,058,232 broker non-votes.
Shareholders ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year 2026 with 63,632,857 votes for, 975,233 against, and 33,102 abstentions. The advisory vote on named executive officer compensation passed with 50,404,461 votes for, 9,078,571 against, 99,928 abstentions and 5,058,232 broker non-votes.
Churchill Downs Incorporated reported higher revenue but lower profit for the fourth quarter and full year 2025. Fourth quarter net revenue reached $665.9 million, up 7%, with record Adjusted EBITDA of $247.0 million, while net income attributable to CDI fell to $51.3 million from $71.7 million.
For 2025, net revenue rose to $2,925.9 million from $2,734.3 million, and Adjusted EBITDA increased to $1,205.3 million. Full-year net income attributable to CDI declined to $383.0 million from $426.8 million, driven by higher impairment charges, increased transaction and pre-opening expenses, and tax valuation allowances, while adjusted net income stayed roughly flat.
Growth was led by the Live and Historical Racing segment, especially Kentucky and Virginia HRM venues, and by Wagering Services and Solutions. Gaming was roughly flat on revenue but saw lower Adjusted EBITDA. CDI returned $456.3 million to shareholders through share repurchases and dividends in 2025, ended the year with net bank leverage of 4.1x, and plans $180–$220 million of project capital spending in 2026, including major investments in Rockingham Grand Casino and continued development at Churchill Downs Racetrack.
Churchill Downs Incorporated furnished a current report that includes a press release announcing its results of operations and financial condition for the three and nine months ended September 30, 2025. The company attached this earnings press release as Exhibit 99.1 and noted that it is being furnished rather than filed, which limits how it is incorporated into other securities law filings. The common stock continues to trade on The Nasdaq Global Select Market under the symbol CHDN.
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.
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.