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): April 11, 2023     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.  ☐       Explanatory Note On November 1, 2022, Churchill Downs Incorporated (“CDI”) completed its previously announced acquisition of the following properties from Peninsula Pacific Entertainment Holdings, LLC (“P2E”): Colonial Downs Racetrack in New Kent, Virginia, six historical racing entertainment venues across Virginia, del Lago Resort & Casino in Waterloo, New York, and the Hard Rock Hotel & Casino in Sioux City, Iowa.   Item 8.01. Other Events On April 11, 2023, CDI issued a press release relating to a proposed offering (the “Notes Offering”) of $600 million aggregate principal amount of its senior notes due 2031 (the “Notes”). A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated by reference into this Item 8.01. The information in this Current Report on Form 8-K, including the information contained in the exhibits attached hereto, is neither an offer to sell nor a solicitation of an offer to buy any securities.   Item 9.01. Financial Statements and Exhibits     (a) Pro Forma Financial Information The following pro forma information of CDI after giving effect to the acquisition of P2E is filed as Exhibit 99.1 and is incorporated by reference in this report. The unaudited pro forma condensed combined statement of income for the year ended December 31, 2022; Exhibit Number    Description 99.1    Unaudited Pro Forma Condensed Combined Financial Information 99.2    Press Release, dated April 11, 2023, 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 April 11, 2023     /s/ Marcia A. Dall     By:   Marcia A. Dall     Title:   Executive Vice President and Chief Financial Officer       (Principal Financial and Accounting Officer)