Reg FD Disclosure

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): December 19, 2022 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 Stock 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 December 19, 2022, Churchill Downs Incorporated ("CDI") announced that it entered into a definitive agreement to acquire all of the outstanding equity interests of Exacta Systems, LLC (“Exacta”) for total consideration of $250 million in cash (the “Transaction”), subject to certain working capital and other purchase price adjustments. The Transaction is dependent on customary closing conditions, including obtaining regulatory approvals. The Transaction is expected to close in 2023. A copy of the press release announcing the Transaction 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. Item 9.01.    Financial Statements and Exhibits.   (d) Exhibits Exhibit Number Description 99.1 Press Release, dated December 19, 2022, issued by Churchill Downs Incorporated 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 December 20, 2022 /s/ Bradley K. Blackwell By: Bradley K. Blackwell Title: Senior Vice President, General Counsel and Secretary