Churchill Downs Incorporated (CDI) has announced that it has entered into a definitive agreement to acquire the intellectual property, including all trademarks and associated rights, of the Preakness Stakes and Black-Eyed Susan Stakes (the Preakness IP Rights) from 1/ST Maryland LLC, an affiliate of 1/ST Racing, for a purchase price of $85 million, subject to customary closing conditions (the Transaction).

The Preakness IP Rights are subject to an Exclusive License Agreement pursuant to which CDI will license to the State of Maryland the intellectual property rights necessary to conduct the running of the Preakness Stakes and Black-Eyed Susan Stakes in exchange for an annual fee.

The Preakness Stakes, first run in 1873, is the second leg of the Triple Crown of Thoroughbred Racing. The Black-Eyed Susan is a leading race for three-year-old fillies traditionally conducted at Pimlico Race Course on the day before Preakness.

“This acquisition adds one of the most iconic brands in American sports to our portfolio and is consistent with our strategy of investing in premier Thoroughbred racing assets with long-term growth potential. In keeping ownership of the Preakness intellectual property in the racing industry, CDI will support efforts to fully realize the potential of a redeveloped Pimlico and Preakness Stakes within the Triple Crown and the broader sports and entertainment landscape,” said Bill Carstanjen, Chief Executive Officer of CDI.

The parties expect the Transaction to close after the running of the 2026 Preakness Stakes. The Transaction will be funded with cash on hand and the Company’s existing credit facility.

Marshall Yards Racing & Gaming in southwestern Kentucky opened its doors to the public. It is the eighth historical horse racing and entertainment venue in the state for Churchill Downs Incorporated (CDI).

The 23,000 square foot venue in Calvert City, Kentucky features 225 state-of-the-art historical racing machines (HRM), a retail sportsbook, simulcast wagering, and various food and beverage offerings. The new HRM entertainment venue will support purse funding for Oak Grove Racing, Gaming & Hotel’s (Oak Grove) racing meet in Oak Grove, Kentucky.

“We are setting a new pace for growth as we expand CDI’s footprint in Southwestern Kentucky. Marshall Yards reflects our vision to build destination experiences that generate local economic opportunities, inspire regional tourism, and secure our place at the forefront of racing and entertainment,” said Bill Carstanjen, CEO of CDI.

Churchill Downs Incorporated (Nasdaq: CHDN) (the “Company”, “CDI”, “we”) announced today that it has signed definitive agreements to acquire a majority of the outstanding equity interests (the “Salem Transaction”) of a Salem, New Hampshire joint venture (“Casino Salem”) with the right to develop a charitable gaming, entertainment and dining destination featuring historical horse racing machines (“HRMs”).

Casino Salem is located at The Mall at Rockingham Park, which is approximately 30 minutes from downtown Boston. Prominent local developers Joe Faro and Sal Lupoli will maintain ownership in Casino Salem, ensuring their experience remains central to the development and future success of this new venue.

The initial phase of Casino Salem opened on July 9th with approximately 100 HRMs and 13 live table games. Over the coming months, CDI will finalize plans and commence construction of the future phases of the project including a rebranding of the venue, an expansion of the gaming floor, and several food and beverage concepts.

“New Hampshire is an exciting opportunity, and this transaction – and our new partnership with Joe Faro and Sal Lupoli – allows us to develop a regional destination to draw patrons to Salem from across the growing New England market,” said Bill Carstanjen, Chief Executive Officer of CDI. “We look forward to sharing more about our plans to build an expanded, state-of-the-art gaming and entertainment facility in Salem and to support charitable organizations throughout New Hampshire.”

“We are thrilled to move forward in partnership with Churchill Downs, one of the country’s preeminent gaming and entertainment operators,” said Joe Faro and Sal Lupoli. “With our vision for Salem, we remain committed to driving economic stimulus to our local economy, creating new jobs, and increasing tourism while delivering a world-class destination that will create lasting benefits for the community for decades.”

Separately from Casino Salem, CDI will continue to operate its Chasers Poker Room in Salem.

The Company will finance the Salem Transaction using its existing credit facility. Closing of the Transaction is subject to usual and customary closing conditions, including receipt of approval by the New Hampshire Lottery Commission. The Transaction is anticipated to close during the third quarter of 2025.