Executive Change

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): July 23, 2024 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 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On July 23, 2024, Robert L. Fealy notified Churchill Downs Incorporated (the “Company”) of his decision to resign as a director of the Board of Directors of the Company (the “Board”) effective immediately. In connection with Mr. Fealy’s retirement, the size of the Board will decrease from nine directors to eight directors, effective as of July 23, 2024. Mr. Fealy’s decision to resign is not because of a disagreement with the Company or the Board on any matter relating to the Company’s operations, policies or practices. On July 24, 2024, the Company issued a press release reporting the resignation of Mr. Fealy from the Board. A copy of this press release is furnished as Exhibit 99.1 to this report and incorporated herein by reference. Item 9.01.    Financial Statements and Exhibits.   (d) Exhibits Exhibit Number Description 99.1 Press Release dated July 24, 2024 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 July 24, 2024 /s/ Bradley K. Blackwell By: Bradley K. Blackwell Title: Executive Vice President, General Counsel and Secretary