Every material Form 8-K Churchill Downs has filed with the SEC since July 03, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Churchill Downs' board approved a $750 million share buyback that replaces the prior $500 million program from July 2025. The new authorization includes the $306 million remaining under the old program as of October 27, 2026, and has no time limit.
New repurchase program authorized at $750 million, announced October 27, 2026.
Replaces the $500 million program authorized in July 2025; $306 million remained under it at the close of trading on October 27, 2026.
Repurchases may be made in the open market, with or without a 10b5-1 plan, or through privately negotiated transactions, and may be suspended or discontinued at any time.
Churchill Downs Incorporated appointed Michael Tucker as a Class II director on October 27, 2026, filling a seat created by a board size increase. The board now has eight members, and Tucker has not yet been named to any committees.
Michael Tucker appointed Class II director effective immediately, with term expiring at the 2028 Annual Meeting of Shareholders
Tucker is founder and managing partner of Orvieto Partners, L.P., and has more than 30 years of investment management experience
Board determined Tucker is independent under Nasdaq listing standards; compensation consistent with other non-employee directors
Churchill Downs reported third-quarter 2026 net revenue of $696 million, up $13 million or 2% from a year earlier, and net income attributable to the company of $80 million, up from $38 million. The prior-year quarter included a $35 million after-tax impairment charge, and excluding one-time items, net income rose $10 million or 26%, according to the release. The board also approved a new $750 million share repurchase program and a 7% dividend increase to $0.469 per share.
Net revenue of $696 million, up $13 million or 2% from $683 million in Q3 2025
Diluted EPS of $1.15 versus $0.54 a year earlier; adjusted diluted EPS of $1.23 versus $1.09
Adjusted EBITDA of $264 million, up $2 million or 1%
New $750 million repurchase program approved October 27, 2026; annual dividend of $0.469 per share payable January 5, 2027
Churchill Downs closed an amendment to its senior secured credit agreement that extends its revolving credit facility and Term Loan A from 2029 to 2031. It also closed a new $500 million senior secured Term Loan B due 2033, which the company plans to use to repay existing term loan and revolver borrowings, fund fees, and for general corporate purposes. The filing does not report earnings or guidance, so its effect on shareholders depends on the terms of the new debt.
Revolver and Term Loan A maturities extended from 2029 to September 25, 2031
New $500 million Term Loan B due September 25, 2033, at SOFR plus 175 basis points, issued at 99.875% of principal
Net proceeds to repay term loan B-1 and revolving loans, pay fees and expenses, and for working capital
Company plans to fund redemption of its 5.50% Senior Notes due 2027 on October 19, 2026 from the revolver
Churchill Downs reported second quarter 2026 results, with all-time record net revenue of $980 million, up 5% from $934 million a year earlier. Net income attributable to the company rose 11% to $241 million, and diluted EPS was $3.42 versus $2.99, so headline revenue and profit both improved for shareholders.
Net revenue of $980 million, up $46 million or 5% from the prior year quarter
Net income attributable to CDI of $241 million, up $24 million or 11%; diluted EPS of $3.42 versus $2.99
All-time record Adjusted EBITDA of $477 million, up $26 million or 6%
Net bank leverage was 3.7x at the end of the second quarter; results are to be discussed on a conference call on July 30, 2026
Churchill Downs reported first quarter 2026 results for the three months ended March 31, 2026. Net revenue rose to a record $663 million, up $20 million or 3%, and net income attributable to the company rose $6 million or 8% to $83 million, which lifts diluted EPS to $1.16 from $1.02. Shareholders get a higher profit on higher sales, though interest expense and a rise in income tax provision were also reported in the period.
Net revenue of $663 million, up $20 million or 3% from $643 million in the prior year quarter
Net income attributable to the company of $83 million, up 8%; diluted EPS of $1.16 versus $1.02
Adjusted EBITDA of $257 million, up $12 million or 5%; net bank leverage of 3.8x at quarter end
Company returned $31 million to shareholders through dividends in the quarter; conference call scheduled for April 23, 2026 at 9 a.m. ET
Churchill Downs reported fourth quarter and full year 2025 results. Revenue grew in both periods, but net income attributable to the company fell, and diluted EPS declined to $0.71 for the quarter and $5.29 for the year. The company also reported higher Adjusted EBITDA and an increased annual dividend.
Q4 2025 net revenue was $665.9 million, up $41.7 million or 7%; net income attributable to CDI was $51.3 million, down $20.4 million or 28%
Diluted EPS was $0.71 in Q4 2025 versus $0.95 a year earlier, and $5.29 for full year 2025 versus $5.68 in 2024
Full year 2025 net income attributable to CDI was $383.0 million versus $426.8 million, including a $33.0 million after-tax increase in impairment charges tied mainly to the Chasers' gaming rights
Annual dividend of $0.438 per share, a seven percent increase; the company repurchased 4,190,380 shares for $425.3 million in 2025
Churchill Downs reported third-quarter 2025 net revenue of $683.0 million, up $54.5 million or 9% from a year earlier. Net income attributable to the company fell 42% to $38.1 million, driven by a one-time, non-cash impairment, while adjusted net income rose 7% to $77.1 million. The board also approved a 7% increase in the annual dividend to $0.438 per share, which matters to shareholders because the company has now raised its dividend for fifteen consecutive years.
Net revenue $683.0 million vs. $628.5 million a year earlier; net income attributable to the company $38.1 million vs. $65.4 million
Diluted EPS $0.54 vs. $0.86; adjusted net income $77.1 million, up $5.0 million or 7%
Adjusted EBITDA $262.3 million, up $27.0 million or 11%; after-tax impairment charges rose $31.0 million, tied to the Chasers' gaming rights
Dividend of $0.438 per share, payable January 6, 2026, to holders of record on December 5, 2025; company repurchased $53.5 million of stock in the quarter
Churchill Downs reported record second-quarter 2025 net revenue of $934.4 million, up 5%, and net income attributable to the company of $216.9 million, up 4%. Diluted EPS was $2.99 versus $2.79 a year earlier, and the board approved a new $500.0 million share repurchase program on July 22, 2025.
Net revenue was $934.4 million, up $43.7 million or 5% from the prior-year quarter.
Net income attributable to CDI was $216.9 million, up $7.6 million or 4%; diluted EPS was $2.99 versus $2.79.
Adjusted EBITDA was $450.9 million, up $6.1 million or 1%.
On July 22, 2025, the board approved a new $500.0 million share repurchase program; the company repurchased $250.4 million of stock in the second quarter.
Churchill Downs said Executive Vice President of Gaming Operations Maureen Adams notified the company on June 25, 2025 that she will retire effective December 31, 2025. A memorandum of understanding sets out her retirement terms, including a $550,000 retention payment conditioned on her employment through that date.
Maureen Adams notified the company of her retirement on June 25, 2025, effective December 31, 2025.
Retention payment of $550,000, subject to continued employment through December 31, 2025.
Her 2025 bonus will be based on actual performance, and her outstanding RSU and PSU awards will vest.
Her Executive Change in Control, Severance and Indemnity Agreement dated July 26, 2022 is terminated.
Churchill Downs reported first quarter 2025 results for the three months ended March 31, 2025. Net revenue rose 9% to a record $642.6 million, but net income attributable to the company fell 5% to $76.7 million, and diluted EPS declined to $1.02 from $1.08.
Net revenue was $642.6 million, up $51.7 million or 9% from the prior year quarter.
Net income attributable to CDI was $76.7 million, down $3.7 million or 5%.
Diluted EPS attributable to CDI was $1.02, compared with $1.08 a year earlier.
Adjusted EBITDA was a record $245.1 million, up $2.6 million or 1%.
At its April 22, 2025 annual meeting, Churchill Downs shareholders approved the 2025 Omnibus Stock and Incentive Plan, which the board had previously approved subject to that vote. Shareholders also elected two Class II directors, ratified PricewaterhouseCoopers LLP as auditor for fiscal 2025, and approved executive pay on an advisory basis.
Incentive plan approved with 60,266,378 votes for and 1,046,437 against, with 57,304 abstentions and 6,083,883 broker non-votes
R. Alex Rankin and Andréa Carter elected as Class II directors for three-year terms, with Rankin receiving 57,498,013 votes for
PricewaterhouseCoopers LLP ratified as independent registered accounting firm for fiscal 2025 with 66,806,055 votes for and 619,835 against
Advisory vote approved named executive officer compensation with 59,339,818 votes for and 1,920,601 against
Churchill Downs reported fourth quarter 2024 net revenue of $624.2 million, up 11%, and net income attributable to the company of $71.7 million, up 24%. For the full year, net revenue rose 11% to $2.7 billion and net income was $426.8 million, up 2%, a smaller gain that reflects an $86.2 million after-tax gain on the 2023 sale of the Arlington property. Headline results improved for shareholders, but the release does not include earnings guidance for 2025.
Q4 2024 diluted EPS was $0.95 versus $0.76 a year earlier; adjusted EBITDA was $236.6 million, up 8%.
Full-year 2024 diluted EPS was $5.68 versus $5.49; adjusted EBITDA was $1.2 billion, up 13%.
The board approved an annual dividend of $0.409 per share, a 7% increase, paid January 3, 2025.
Project capital is expected to be $350 million to $400 million in 2025.
Churchill Downs Incorporated signed a Seventh Amendment to its senior secured credit agreement, lowering the interest rate margin on its Term Loan B-1 by 0.25% and eliminating a 0.10% credit spread adjustment. After the change, the loan bears interest at SOFR plus 1.75%, which lowers the company's borrowing cost on that loan.
Interest rate margin on Term Loan B-1 reduced by 0.25%
0.10% credit spread adjustment eliminated
Term Loan B-1 now bears interest at SOFR plus 1.75%
Amendment dated February 14, 2025; JPMorgan Chase Bank, N.A. is administrative agent
Churchill Downs reported third-quarter 2024 results for the period ended September 30, 2024, with net revenue, net income attributable to the company, and Adjusted EBITDA all above the year-earlier quarter. The company also said its board approved a $0.409 per share annual dividend, a seven percent increase and the fourteenth consecutive annual increase, payable January 3, 2025.
Net revenue was $628.5 million in the third quarter of 2024, compared with $572.5 million a year earlier.
Net income attributable to the company was $65.4 million, or $0.86 per diluted share, compared with $61.0 million, or $0.79 per diluted share, in the third quarter of 2023.
Adjusted EBITDA was $235.3 million, compared with $218.2 million in the third quarter of 2023.
The board approved a $0.409 annual dividend per share, payable January 3, 2025, to shareholders of record as of December 6, 2024.
Churchill Downs Incorporated disclosed that director Robert L. Fealy resigned from its board effective July 23, 2024, in connection with his retirement. The board size drops from nine to eight directors, and the company states the resignation was not due to any disagreement over operations, policies or practices.
Robert L. Fealy notified the company of his resignation on July 23, 2024, effective immediately
Board size decreases from nine directors to eight, effective July 23, 2024
The company states the resignation was not due to a disagreement with the company or board
CEO Bill Carstanjen praised Fealy's long-term service in a press release dated July 24, 2024
Churchill Downs reported second quarter 2024 results for the three months ended June 30, 2024, with net revenue of $890.7 million, up from $768.5 million a year earlier. Net income attributable to the company rose to $209.3 million from $143.0 million, and diluted EPS was $2.79 versus $1.86, which benefits shareholders on both revenue and profit measures. The filing gives no updated full-year guidance.
Net revenue of $890.7 million vs. $768.5 million in Q2 2023
Net income attributable to CDI of $209.3 million vs. $143.0 million; diluted EPS of $2.79 vs. $1.86
Adjusted EBITDA of $444.8 million vs. $363.7 million; the Kentucky Derby Week contributed a $37.6 million revenue increase at Churchill Downs Racetrack
Repurchased 93,874 shares for about $13.0 million in Q2 2024; $179.9 million of authority remained at June 30, 2024
Churchill Downs closed an amendment to its senior secured credit agreement that extends the maturity of its revolving credit facility and Term Loan A from 2027 to 2029, and makes other changes to the agreement. The filing does not disclose borrowing amounts or pricing changes beyond the existing SOFR-based structure, so the effect is a longer repayment runway for the company's bank debt.
Revolver and Term Loan A maturities extended from 2027 to July 3, 2029
Sixth Amendment includes a springing maturity if other material debt maturing before July 3, 2029 is not refinanced at least 91 days before its stated maturity
Loans continue to bear interest at SOFR plus a margin based on leverage ratio; JPMorgan Chase Bank, N.A. is administrative agent
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