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    Churchill Downs Incorporated filed SEC Form 8-K: Regulation FD Disclosure

    3/12/25 5:08:58 PM ET
    $CHDN
    Services-Misc. Amusement & Recreation
    Consumer Discretionary
    Get the next $CHDN alert in real time by email
    chdn-20250312
    0000020212false00000202122025-03-122025-03-12


    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): March 12, 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 classTrading Symbol(s)Name of each exchange on which registered
    Common Stock, No Par ValueCHDNThe 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 7.01.    Regulation FD Disclosure.
    On March 12, 2025, Churchill Downs Incorporated (the “Company”) announced that the Company’s Board of Directors approved a $500 million share repurchase program. The new share repurchase program replaces the prior $500 million program that was authorized in September 2021 and had unused authorization of $125.6 million. The new share repurchase program includes and is not in addition to any unspent amount remaining under the prior authorization. Share repurchases may be made at management’s discretion from time to time in the open market (either with or without a 10b5-1 plan) or through privately negotiated transactions. The repurchase program has no time limit and may be suspended or discontinued at any time.
    A copy of the press release announcing the Company’s new share repurchase program 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

     (d)Exhibits
    Exhibit NumberDescription
    99.1
    Press Release dated March 12, 2025 issued by Churchill Downs Incorporated
    104Cover 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
    March 12, 2025/s/ Marcia Dall
    By: Marcia Dall
    Title: Executive Vice President, General Counsel and Secretary


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