Welcome to our dedicated page for Churchill Downs SEC filings (Ticker: CHDN), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Churchill Downs Incorporated filings document operating results, governance votes, and capital actions for a public gaming, wagering, and racing company. Its 8-K reports furnish quarterly and annual results, segment information, leverage, dividends, venue openings, and other material events tied to live and historical racing, TwinSpires wagering, and regional casino gaming.
Proxy and annual-meeting disclosures cover director elections, auditor ratification, and advisory votes on executive compensation. Material-event filings also address Regulation FD disclosures, share repurchase authorization, capital-structure matters, and formal reporting controls around furnished earnings releases.
Carter Andrea M reported acquisition or exercise transactions in this Form 4 filing.
Churchill Downs Inc director Andrea M. Carter received a grant of 2,257 shares of restricted common stock for 2026 director service. These shares were awarded at no cash cost and increase her direct holdings to 7,957.96 shares.
The restricted stock will vest one year from the anniversary of the April 21, 2026 grant date, at which time the restrictions lapse. Her reported holdings include restricted stock and restricted stock units granted for board service and related dividend equivalents, with equivalent common shares from vested units to be transferred when she completes her director service.
Churchill Downs Incorporated reported higher quarterly results for the three months ended March 31, 2026. Net revenue rose to $663 million from $643 million, driven mainly by growth at Kentucky, Virginia, and New Hampshire historical racing machine venues and modest gains in Wagering Services and Solutions.
Net income attributable to Churchill Downs increased to $83 million from $77 million, with diluted EPS up to $1.16 from $1.02. Adjusted EBITDA grew to $257 million from $245 million, led by an $11 million increase in Live and Historical Racing and a $4 million increase in Wagering Services and Solutions, partly offset by slightly lower Gaming results after ceasing Louisiana HRM operations.
The company generated $295 million in operating cash flow and reduced total debt to $4.95 billion, mainly by paying down its revolver. Shareholders’ equity rose to $1.10 billion. Subsequent to quarter-end, Churchill Downs agreed to acquire $85 million of Preakness and Black-Eyed Susan intellectual property rights, to be licensed to Maryland for an annual fee.
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 Inc director Douglas C. Grissom received an equity-based award tied to company stock. He acquired 382.67 phantom share units of common stock as a grant for director compensation, at no cash cost. Each phantom unit is economically equivalent to one share and is payable in common stock when his board service ends. Following this award, his reported direct holdings tied to Churchill Downs common stock total 40,365.29 share-equivalents, including restricted stock units, phantom share units from deferred compensation elections, and related dividend units.
The Vanguard Group filed Amendment No. 9 to its Schedule 13G reporting for Churchill Downs Inc., stating it beneficially owns 0 shares (0%) of common stock. The filing explains a January 12, 2026 internal realignment that disaggregated certain subsidiaries' holdings under SEC Release No. 34-39538, and notes those subsidiaries now report separately.
Mudd William E. reported acquisition or exercise transactions in this Form 4 filing.
Churchill Downs Inc granted President and COO William E. Mudd 1,449 restricted stock units, each representing one share of common stock. This is a compensation-related equity award rather than a market purchase or sale.
The restricted stock units will be settled in common stock and vest in three equal installments on December 31, 2026, December 31, 2027, and December 31, 2028. After this grant, Mudd directly holds 37,679 shares-related units, illustrating a meaningful ongoing equity stake tied to multi-year performance and retention.
Churchill Downs Inc EVP and CFO Marcia A. Dall received a grant of 1,449 restricted stock units (RSUs) tied to Churchill Downs common stock. The RSUs carry no exercise price and will be settled in shares, vesting in one-third increments on December 31, 2026, December 31, 2027 and December 31, 2028. Following this award, her direct holdings in this derivative security total 33,701.128 units, each representing one underlying share of common stock.
Churchill Downs Incorporated has released its 2026 proxy statement, pairing record 2025 results with key governance proposals. In 2025 the company generated record net revenue of $2.9 billion, net income of $383.0 million, and record Adjusted EBITDA of $1.2 billion, while returning $456.3 million to shareholders through buybacks and dividends and marking its 15th consecutive annual dividend increase.
Shareholders of record as of March 2, 2026, holding 69,696,376 common shares, may vote at the virtual annual meeting on April 21, 2026. Items include re‑electing two Class III directors, ratifying PricewaterhouseCoopers LLP as auditor for 2026, and an advisory “say‑on‑pay” vote on executive compensation.
The proxy details board structure, committee responsibilities, director pay, stock ownership guidelines, and a pay‑for‑performance program in which 2025 executive annual incentives paid at up to 128% of target and long‑term equity is split between performance and restricted stock units tied to multi‑year Adjusted EBITDA, cash flow, and relative total shareholder return.