Welcome to our dedicated page for Church 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.
The Churchill Downs Incorporated (NASDAQ: CHDN) SEC filings page on Stock Titan provides access to the company’s regulatory disclosures as filed with the U.S. Securities and Exchange Commission. As a Kentucky-incorporated issuer with common stock listed on The Nasdaq Global Select Market, Churchill Downs Incorporated ("CDI") reports material events, financial results, and governance matters through forms such as 10-K, 10-Q, and 8-K.
Recent Form 8-K filings illustrate the range of topics covered in CDI’s current reports. The company has filed 8-Ks to furnish quarterly financial results for its Live and Historical Racing, Wagering Services and Solutions, and Gaming segments; to announce a $500 million share repurchase program approved by its Board of Directors; and to disclose the acquisition of 90% of Casino Salem in Salem, New Hampshire, including the right to develop a charitable gaming, entertainment, and dining destination featuring historical horse racing machines.
Other 8-K filings document matters such as executive compensation arrangements and leadership changes, including memoranda of understanding related to executive retirement. Regulation FD disclosures appear in filings that attach press releases or outline transactions and development plans, while Item 2.02 filings furnish earnings releases for specific quarters.
Through its periodic reports, CDI also discusses non-GAAP measures like Adjusted EBITDA, adjusted net income, and adjusted diluted EPS, explaining how these metrics are used to evaluate segment performance and compare results between periods. Risk factor discussions referenced in the company’s annual reports address regulatory, competitive, financial, and operational risks associated with gaming, racing, and online wagering activities.
On Stock Titan, these filings are updated in near real time from the SEC’s EDGAR system and are paired with AI-powered summaries that highlight key points in each document. Users can quickly identify items related to quarterly earnings (10-Q), annual reporting (10-K), share repurchases, acquisitions, and executive or governance changes, and can review insider-related disclosures such as Form 4 filings when they are available.
This structured view of Churchill Downs Incorporated’s SEC filings helps investors and researchers understand how developments in racing, online wagering, and regional casino gaming are reflected in the company’s official regulatory record.
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.
Churchill Downs Incorporated files its annual report describing a diversified business built around the Kentucky Derby, historical racing venues, online wagering, and regional casinos across multiple states. Operations span 10,190 historical racing machines and 14,335 slots and video lottery terminals, supported by about 9,000 team members as of December 31, 2025.
The company continues heavy capital investment at Churchill Downs Racetrack and new HRM properties, including the Rockingham Grand Casino project in New Hampshire with an expected $180–$200 million spend. A Louisiana Supreme Court decision declared the state’s 2021 historical horse racing law unconstitutional, forcing discontinuation of HRM operations there and reducing related 2025 revenue.
Churchill Downs Incorporated reported higher revenue but lower profit for the fourth quarter and full year 2025. Fourth quarter net revenue reached $665.9 million, up 7%, with record Adjusted EBITDA of $247.0 million, while net income attributable to CDI fell to $51.3 million from $71.7 million.
For 2025, net revenue rose to $2,925.9 million from $2,734.3 million, and Adjusted EBITDA increased to $1,205.3 million. Full-year net income attributable to CDI declined to $383.0 million from $426.8 million, driven by higher impairment charges, increased transaction and pre-opening expenses, and tax valuation allowances, while adjusted net income stayed roughly flat.
Growth was led by the Live and Historical Racing segment, especially Kentucky and Virginia HRM venues, and by Wagering Services and Solutions. Gaming was roughly flat on revenue but saw lower Adjusted EBITDA. CDI returned $456.3 million to shareholders through share repurchases and dividends in 2025, ended the year with net bank leverage of 4.1x, and plans $180–$220 million of project capital spending in 2026, including major investments in Rockingham Grand Casino and continued development at Churchill Downs Racetrack.
Churchill Downs Inc. President and COO William E. Mudd reported equity compensation and a stock sale. On February 5, 2026, he received 21,348 restricted stock units at $0, which will convert into common shares vesting in thirds on December 31 of 2026, 2027, and 2028. The same day, he acquired 16,648 shares of common stock at $0 in connection with the cash settlement of performance share units for the January 1, 2023–December 31, 2025 performance period, and then sold 16,648 shares of common stock at $93.69 per share. After these transactions, he directly owned 732,066.8 shares of common stock and 36,230 restricted stock units.
Churchill Downs Inc. Chief Executive Officer William C. Carstanjen reported multiple equity transactions on February 5, 2026. He received 37,727 shares of common stock at $0 from the cash settlement of performance share units for the period from January 1, 2023 to December 31, 2025, and then sold 37,727 shares of common stock at $93.69 per share. After these transactions, he directly owned 1,685,609 shares of common stock. He was also granted 64,041 restricted stock units at $0, increasing his directly held restricted stock units to 183,697.52 units. These restricted stock units will be settled in common stock vesting in one-third increments on December 31, 2026, December 31, 2027, and December 31, 2028, reflecting a multi-year equity incentive structure.