Amendment: SEC Form SC 13G/A filed by Churchill Downs Incorporated

11/12/24 9:55:14 AM ET

Services-Misc. Amusement & Recreation

Consumer Discretionary

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SC 13G/A 1 filing.txt SCHEDULE 13G Amendment No.6 CHURCHILL DOWNS INC COMMON STOCK Cusip #171484108 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #171484108 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 3,326,658 Item 6: 0 Item 7: 3,343,692 Item 8: 0 Item 9: 3,343,692 Item 11: 4.554% Item 12: HC Cusip #171484108 Item 1: Reporting Person - Abigail P. Johnson Item 2: (a) [ ] (b) [ ] Item 4: United States of America Item 5: 0 Item 6: 0 Item 7: 3,343,692 Item 8: 0 Item 9: 3,343,692 Item 11: 4.554% Item 12: IN Item 1(a). Name of Issuer: CHURCHILL DOWNS INC Item 1(b). Address of Issuer's Principal Executive Offices: 600 N. Hurstbourne Pkwy, Suite 400 Louisville, KY 40222 USA Item 2(a). Name of Person Filing: FMR LLC Item 2(b). Address or Principal Business Office or, if None, Residence: 245 Summer Street, Boston, Massachusetts 02210 Item 2(c). Citizenship: Not applicable Item 2(d). Title of Class of Securities: COMMON STOCK Item 2(e). CUSIP Number: 171484108 Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c) and the person filing, FMR LLC, is a parent holding company in accordance with Section 240.13d-1(b)(1)(ii)(G). (Note: See Exhibit A). Item 4. Ownership (a) Amount Beneficially Owned: 3,343,692 (b) Percent of Class: 4.554% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: Please see the responses to Items 5 and 6 on the cover page (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: 3,343,692 (iv) shared power to dispose or to direct the disposition of: 0 Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof, the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following (X). Item 6. Ownership of More than Five Percent on Behalf of Another Person. One or more other persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the COMMON STOCK of CHURCHILL DOWNS INC. No one other person's interest in the COMMON STOCK of CHURCHILL DOWNS INC is more than five percent of the total outstanding COMMON STOCK. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. See attached Exhibit A. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certifications. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. November 8, 2024 Date /s/ Stephanie J. Brown Signature Stephanie J. Brown Duly authorized under Power of Attorney effective as of January 3, 2023, by and on behalf of FMR LLC and its direct and indirect subsidiaries* * This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on January 10, 2023, accession number: 0000315066-23-000003. Exhibit A Pursuant to the instructions in Item 7 of Schedule 13G, the following table lists the identity and Item 3 classification, if applicable, of each relevant entity that beneficially owns shares of the security class being reported on this Schedule 13G. Entity ITEM 3 Classification FIAM LLC IA Fidelity Diversifying Solutions LLC IA Fidelity Institutional Asset Management Trust Company BK Fidelity Management & Research Company LLC IA Fidelity Management Trust Company BK Strategic Advisers LLC IA Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. This filing reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by FMR LLC, certain of its subsidiaries and affiliates, and other companies (collectively, the "FMR Reporters"). This filing does not reflect securities, if any, beneficially owned by certain other companies whose beneficial ownership of securities is disaggregated from that of the FMR Reporters in accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998). RULE 13d-1(k)(1) AGREEMENT The undersigned persons, on November 8, 2024, agree and consent to the joint filing on their behalf of this Schedule 13G in connection with their beneficial ownership of the COMMON STOCK of CHURCHILL DOWNS INC at September 30, 2024. FMR LLC By /s/ Stephanie J. Brown Stephanie J. Brown Duly authorized under Power of Attorney effective as of January 3, 2023, by and on behalf of FMR LLC and its direct and indirect subsidiaries* Abigail P. Johnson By /s/ Stephanie J. Brown Stephanie J. Brown Duly authorized under Power of Attorney effective as of January 26, 2023, by and on behalf of Abigail P. Johnson** * This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on January 10, 2023, accession number: 0000315066-23-000003. ** This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on January 31, 2023, accession number: 0000315066-23-000038.

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Date	Price Target	Rating	Analyst
11/18/2025	$115.00	Overweight	Wells Fargo
6/23/2025	$116.00	Overweight	Analyst
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1/5/2024	$135.00 → $137.00	Overweight → Equal Weight	Wells Fargo
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Amendment: SEC Form SC 13G/A filed by Churchill Downs Incorporated

11/12/24 9:55:14 AM ET

$CHDN

Services-Misc. Amusement & Recreation

Consumer Discretionary

Get the next $CHDN alert in real time by email

Recent Analyst Ratings for

$CHDN

Date	Price Target	Rating	Analyst
11/18/2025	$115.00	Overweight	Wells Fargo
6/23/2025	$116.00	Overweight	Analyst
4/11/2025	$125.00	Overweight	Barclays
8/12/2024	$145.00 → $155.00	Neutral → Buy	BofA Securities
4/15/2024	$137.00 → $141.00	Equal Weight → Overweight	Wells Fargo
3/26/2024	$142.00	Buy	Mizuho
1/5/2024	$135.00 → $137.00	Overweight → Equal Weight	Wells Fargo
10/12/2023	$144.00	Overweight	CapitalOne

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Amendment: SEC Form SC 13G/A filed by Churchill Downs Incorporated

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Amendment: SEC Form SC 13G/A filed by Churchill Downs Incorporated

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Director Grissom Douglas C bought $927,700 worth of shares (10,000 units at $92.77), increasing direct ownership by 35% to 38,869 units (SEC Form 4)

Director Rankin R Alex bought $185,300 worth of shares (2,000 units at $92.65), increasing direct ownership by 2% to 99,012 units (SEC Form 4)

Director Varga Paul C bought $185,940 worth of shares (2,000 units at $92.97), increasing direct ownership by 6% to 33,260 units (SEC Form 4)

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Churchill Downs Incorporated 2025 Fourth Quarter and Full Year Financial Results Conference Call Invitation

Churchill Downs Incorporated Announces New Victory Run Capital Investment at Churchill Downs Racetrack

Churchill Downs Incorporated Reports 2025 Third Quarter Results

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SEC Form 10-Q filed by Churchill Downs Incorporated

Churchill Downs Incorporated filed SEC Form 8-K: Results of Operations and Financial Condition, Financial Statements and Exhibits

Churchill Downs Incorporated filed SEC Form 8-K: Regulation FD Disclosure, Financial Statements and Exhibits

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Director Grissom Douglas C was granted 117 shares, increasing direct ownership by 0.29% to 39,983 units (SEC Form 4)

Director Harrington Daniel P was granted 477 shares, increasing direct ownership by 0.39% to 123,829 units (SEC Form 4)

Director Rankin Richard Alex was granted 199 shares, increasing direct ownership by 0.20% to 99,211 units (SEC Form 4)

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Wells Fargo initiated coverage on Churchill Downs with a new price target

Analyst initiated coverage on Churchill Downs with a new price target

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Churchill Downs Incorporated 2025 Fourth Quarter and Full Year Financial Results Conference Call Invitation

Churchill Downs Incorporated Reports 2025 Third Quarter Results

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Churchill Downs Incorporated Appoints Andréa Carter to Board of Directors

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