UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~June 3130, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-33998

Churchill Downs Incorporated

(Exact name of registrant as specified in its charter)

Kentucky

61-0156015

(State or other jurisdiction of incorporation or organization)

(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

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of registrant’s common stock at July 22, 2026 was 69,700,243 shares.

CHURCHILL DOWNS INCORPORATED

INDEX TO QUARTERLY REPORT ON FORM 10-Q

For the Quarter Ended ~~March~~June 3130, 2026

	Part I-FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2026 and 2025	3
	Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2026 and 2025	3
	Condensed Consolidated Balance Sheets at March 31, 2026 and December 31, 2025	4
	Condensed Consolidated Balance Sheets at June 30, 2026 and December 31, 2025	4
	Condensed Consolidated Statements of Shareholders' Equity for the three months ended March 31, 2026 and 2025	5
	Condensed Consolidated Statements of Shareholders' Equity for the three and six months ended June 30, 2026 and 2025	5
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025	6
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025	7
	Notes to Condensed Consolidated Financial Statements	89
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2528
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3438
Item 4.	Controls and Procedures	3439
	Part II-OTHER INFORMATION
Item 1.	Legal Proceedings	3540
Item 1A.	Risk Factors	3540
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3540
Item 3.	Defaults Upon Senior Securities	3540
Item 4.	Mine Safety Disclosures	3540
Item 5.	Other Information	3540
Item 6.	Exhibits	3641
	Signatures	3742

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED ~~MARCH~~JUNE 3130, 2026 2

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CHURCHILL DOWNS INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Three Months Ended March 31,
	Three Months Ended June 30,				Six Months Ended June 30,
(in millions, except per common share data)	2026		2025		2026		2025
Net revenue:
Live and Historical Racing	$	~~297~~543	$	~~273~~510	$	840	$	783
Wagering Services and Solutions	~~109~~167		~~107~~158		276		265
Gaming	~~257~~270		~~263~~266		527		529
All Other	—		—		—		—
Total net revenue	~~663~~980		~~643~~934		1,643		1,577
Operating expense:
Live and Historical Racing	~~199~~268		~~190~~256		467		446
Wagering Services and Solutions	6896		6791		164		158
Gaming	~~188~~192		~~192~~191		380		383
All Other	5		4		10		8
Selling, general and administrative expense	5961		5561		120		116
Transaction expense, net	1		—
Asset impairments, net	—		2		—		2
Total operating expense	520		508
Transaction expense, net	1		2		2		2
Operating income	143		135
Total operating expense	623		607		1,143		1,115
Other (expense) income:
Operating income	357		327		500		462
Interest expense, net	(72)		(72)
Other (expense) income:
Equity in income of unconsolidated affiliates	36		33
Interest expense, net	(70)		(75)		(142)		(147)
Miscellaneous, net	6		—
Equity in income of unconsolidated affiliates	41		37		77		70
Total other (expense) income	(30)		(39)
Miscellaneous, net	—		3		6		3
Income from operations before provision for income taxes	113		96
Total other (expense) income	(29)		(35)		(59)		(74)
Income tax provision	(30)		(19)
Income from operations before provision for income taxes	328		292		441		388
Net income	83		77
Income tax provision	(86)		(74)		(116)		(93)
Net income attributable to noncontrolling interest	—		—
Net income	242		218		325		295
Net income and comprehensive income attributable to Churchill Downs Incorporated	$	83	$	77
Net income attributable to noncontrolling interests	1		1		1		1
Net income attributable to Churchill Downs Incorporated per common share data:
Net income attributable to Churchill Downs Incorporated	$	241	$	217	$	324	$	294
Basic net income	$	1.16	$	1.02
Net income attributable to Churchill Downs Incorporated per common share data:
Diluted net income	$	1.16	$	1.02
Basic net income	$	3.43	$	3.02	$	4.59	$	4.02
Weighted average shares outstanding:
Diluted net income	$	3.42	$	2.99	$	4.58	$	3.98
Basic	70		74
Weighted average shares outstanding:
Diluted	70		74
Basic	70		72		70		73
Diluted	70		72		70		73

The accompanying notes are an integral part of the condensed consolidated financial statements.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED ~~MARCH~~JUNE 3130, 2026 3

CHURCHILL DOWNS INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in millions)	~~March~~June 3130, 2026		December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	~~200~~196	$	201
Restricted cash	9199		88
Accounts receivable, net	99129		93
Income taxes receivable	6—		17
Other current assets	5660		44
Total current assets	~~452~~484		443
Property and equipment, net	2,~~910~~911		2,919
Investment in and advances to unconsolidated affiliates	~~685~~690		685
Goodwill	900		900
Other intangible assets, net	2,~~516~~513		2,515
Other assets	2223		23
Total assets	$	7,~~485~~521	$	7,485
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	~~218~~261	$	184
Accrued expenses and other current liabilities	~~397~~370		400
Current deferred revenue	158		55
Income taxes payable	38		—
Current maturities of long-term debt	63		63
Current deferred revenue	27		55
Current maturities of long-term debt and notes payable	663		63
Dividends payable	—		31
Total current liabilities	~~836~~1,359		733
Long-term debt, net of current maturities and loan origination fees	1,~~783~~627		1,986
Notes payable, net of debt issuance costs	3,082		3,081
Notes payable, net of current maturities and debt issuance costs	2,483		3,081
Non-current deferred revenue	1512		15
Deferred income taxes	~~539~~562		520
Other liabilities	8687		94
Total liabilities	6,~~341~~130		6,429
Commitments and contingencies
Redeemable noncontrolling interest	4850		46
Shareholders' equity:
Preferred stock	—		—
Common stock	37		—
Retained earnings	1,~~094~~335		1,011
Accumulated other comprehensive loss	(1)		(1)
Total Churchill Downs Incorporated shareholders' equity	1,~~096~~341		1,010
Total liabilities and shareholders' equity	$	7,~~485~~521	$	7,485

The accompanying notes are an integral part of the condensed consolidated financial statements.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED ~~MARCH~~JUNE 3130, 2026 4

CHURCHILL DOWNS INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(Unaudited)

	Common Stock			RetainedEarnings		Accumulated Other Comprehensive Loss		Total Shareholders' Equity
(in millions)	Shares	Amount
Balance, December 31, 2025	70	$	—	$	1,011	$	(1)	$	1,010
Net income attributable to Churchill Downs Incorporated				83				83
Taxes paid related to net share settlement of stock awards		(3)						(3)
Stock-based compensation		4						4
Other		2						2
Balance, March 31, 2026	70	$3	3	$1,094	~~1,094~~	$(1)	~~(1)~~	$1,096	~~1,096~~
Net income attributable to Churchill Downs Incorporated				241				241
Stock-based compensation		4						4
Balance, June 30, 2026	70	$	7	$	1,335	$	(1)	$	1,341

	Common Stock			RetainedEarnings		Accumulated Other Comprehensive Loss		Total Shareholders' Equity
(in millions)	Shares	Amount
Balance, December 31, 2024	74	$	—	$	1,085	$	(1)	$	1,084
Net income attributable to Churchill Downs Incorporated				77				77
Repurchase of common stock	(1)	(1)		(89)				(90)
Taxes paid related to net share settlement of stock awards		(4)						(4)
Stock-based compensation		5						5
Balance, March 31, 2025	73	$	—	$	1,073	$	(1)	$	1,072

The accompanying notes are an integral part of the condensed consolidated financial statements.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED ~~MARCH~~JUNE 3130, 2026 5

CHURCHILL DOWNS INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(Unaudited)


	Common Stock			Retained Earnings		Accumulated Other Comprehensive Loss		Total Shareholders' Equity
(in millions)	Shares	Amount
Balance, December 31, 2024	74	$	—	$	1,085	$	(1)	$	1,084
Net income attributable to Churchill Downs Incorporated				77				77

Repurchase of common stock	(1)	(1)		(89)				(90)
Taxes paid related to net share settlement of stock awards		(4)						(4)
Stock-based compensation		5						5

Balance, March 31, 2025	73	—		1,073		(1)		1,072
Net income attributable to Churchill Downs Incorporated				217				217

Repurchase of common stock	(3)	(5)		(245)				(250)

Stock-based compensation		5						5
Other				(2)				(2)
Balance, June 30, 2025	70	$	—	$	1,043	$	(1)	$	1,042

The accompanying notes are an integral part of the condensed consolidated financial statements.


FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2026
			6

CHURCHILL DOWNS INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended March 31,
	Six Months Ended June 30,
(in millions)	2026		2025
Cash flows from operating activities:
Net income	$	83325	$	77295
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	56115		59117
Distributions from unconsolidated affiliates	3672		3163
Equity in income of unconsolidated affiliates	(3677)		(3370)
Stock-based compensation	513		411
Deferred income taxes	1942		—4
Amortization of operating lease assets	2		2
Asset impairments	—		2
Other	2		2
Amortization of operating lease assets	3		3
Other	5		4
Changes in operating assets and liabilities:
Income taxes	1155		1981
Deferred revenue	~~103~~(31)		94(37)
Other assets and liabilities	14(10)		~~(8)~~14
Net cash provided by operating activities	~~295~~512		~~247~~487
Cash flows from investing activities:
Capital maintenance expenditures	(1938)		(1332)
Capital project expenditures	(4079)		(67133)
Other	(2)		—(1)
Net cash used in investing activities	(61119)		(80166)
Cash flows from financing activities:
Proceeds from borrowings under long-term debt obligations	~~245~~646		~~220~~642
Repayments of borrowings under long-term debt obligations	(~~449~~1,006)		(~~251~~547)
Payment of dividends	(31)		(3130)
Repurchase of common stock	—		(87341)
Taxes paid related to net share settlement of stock awards	(3)		(4)
Change in bank overdraft	68		(5)
Net cash used in financing activities	(232)		(148)
Other	(1)		(2)
Net increase in cash, cash equivalents and restricted cash	2		19
Net cash used in financing activities	(387)		(287)
Net increase in cash, cash equivalents and restricted cash	6		34
Cash, cash equivalents and restricted cash, beginning of period	289		252
Cash, cash equivalents and restricted cash, end of period	$	~~291~~295	$	~~271~~286

The accompanying notes are an integral part of the condensed consolidated financial statements.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED ~~MARCH~~JUNE 3130, 2026 67

CHURCHILL DOWNS INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Unaudited)

	Three Months Ended March 31,
	Six Months Ended June 30,
(in millions)	2026		2025
Supplemental disclosures of cash flow information:
Cash paid for interest	$	43139	$	45145
Cash paid for income taxes	—19		110
Cash received from income tax refunds	—		1
Schedule of non-cash operating, investing and financing activities:
Property and equipment additions included in accounts payable and accrued expenses	$	1718	$	4828
Right-of-use assets obtained in exchange for lease obligations in operating leases	—1		69
Repurchase of common stock included in accrued expense and other current liabilities	—		62

The accompanying notes are an integral part of the condensed consolidated financial statements.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED ~~MARCH~~JUNE 3130, 2026 78


Churchill Downs Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)

1. DESCRIPTION OF BUSINESS

Basis of Presentation

Churchill Downs Incorporated (the "Company" or "CDI") financial statements are presented in conformity with the requirements of this Quarterly Report on Form 10-Q and consequently do not include all of the disclosures normally required by U.S. generally accepted accounting principles ("GAAP") or those normally made in our Annual Report on Form 10-K. The December 31, 2025 Condensed Consolidated Balance Sheet data was derived from audited financial statements but does not include all disclosures required by GAAP.

The following information is unaudited. All per share amounts assume dilution unless otherwise noted. This report should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2025.

In the opinion of management, all adjustments necessary for a fair statement of this information have been made, and all such adjustments are of a normal, recurring nature.

In August 2025, the Company completed the acquisition of 90.0% of the outstanding equity interests of PPE Casino Resorts NH Holdings, LLC in Salem, New Hampshire ("Casino Salem"). The Company has assumed responsibility for the development of a charitable gaming, entertainment and dining destination at this location. The Company announced in January 2026 that Casino Salem will be redeveloped as Rockingham Grand Casino. Refer to Note 3, Acquisitions, and Note 11, Redeemable Noncontrolling Interest, for further information on the transaction.

We conduct our business through three reportable segments: Live and Historical Racing, Wagering Services and Solutions, and Gaming. The Wagering Services and Solutions segment was previously known as the TwinSpires segment. We aggregate our other businesses as well as certain corporate operations in All Other. We report net revenue and operating expense associated with these reportable segments in the accompanying Condensed Consolidated Statements of Comprehensive Income.

2. RECENT ACCOUNTING PRONOUNCEMENTS

Recent Accounting Pronouncements - ~~Effective~~effective in 2026 or thereafter

In October 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-06, Disclosure Improvements: Codification Amendments in Response to the Securities and Exchange Commission’s ("SEC") Disclosure Update and Simplification Initiative, to amend certain disclosure and presentation requirements for a variety of topics within FASB's Accounting Standards Codification ("ASC"). These amendments align the requirements in the ASC regarding the removal of certain disclosure requirements set out in Regulation S-X and Regulation S-K, announced by the SEC. The effective date for each amended topic in the ASC is either the date on which the SEC’s removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, or on June 30, 2027, if the SEC has not removed the requirements by that date. Early adoption is prohibited. The Company is currently evaluating the impact of this standard on the consolidated financial statements and related disclosures.

In November 2024, FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. Under ASU 2024-03, a public entity would be required to disclose information about purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depletion for each income statement line item that contains those expenses. This standard is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently ~~assessing~~evaluating the impact of this standard on the consolidated financial statements and related disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - —Credit Losses: Measurement of Credit Losses for Accounts Receivable and Contract Assets (Topic 326). The update permits entities to elect a practical expedient for estimating expected credit losses on current trade receivables and current contract assets by assuming that conditions existing at the balance sheet date will remain unchanged over the life of those assets. The updated standard is effective for fiscal years beginning after December 15, 2025, and interim reporting periods ~~beginning~~within ~~after~~those ~~December~~annual ~~15,~~reporting ~~2026~~periods, with early adoption permitted. The ~~Company~~adoption isof ~~currently~~this ~~assessing~~standard ~~the~~did ~~impact~~not ofhave ~~this~~a ~~standard~~material impact on ~~the~~our consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which modernizes the accounting for internal-use software. The update removes all references to software development stages and requires capitalization of software costs when management has committed to the software project and it is probable the software will be completed and perform its intended use. This standard is effective for annual reporting periods beginning after December 15, 2027, and interim reporting

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED ~~MARCH~~JUNE 3130, 2026 89


Churchill Downs Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)

when management has committed to the software project and it is probable the software will be completed and perform its intended use. This standard is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. The Company is currently ~~assessing~~evaluating the impact of this standard on the consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies certain interim reporting guidance. The update is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. The Company is currently assessing the impact of this standard on the consolidated financial statements and related disclosures.

3. ACQUISITIONS

Casino Salem

On August 27, 2025, the Company completed its acquisition of 90.0% of the outstanding equity interests of Casino Salem (the "Salem Transaction") for a base purchase price of $180 million, and the transaction was treated as an asset acquisition because substantially all the value of the gross assets acquired was concentrated in the gaming rights. In conjunction with the acquisition, the Company recorded a $197 million indefinite-lived gaming rights intangible, which represented the fair value of the gaming rights at the date of acquisition.

The fair value of the gaming rights acquired in the transaction was determined using the Greenfield Method, which is an income approach methodology that calculates the present value of the gaming rights intangible asset based on a projected cash flow stream. This method assumes that the gaming rights intangible asset provides the opportunity to develop a gaming facility in a specified region, and that the present value of the projected cash flows is a result of the realization of advantages contained in these rights. Under this methodology, the acquirer is expected to absorb all start-up costs, as well as incur all expenses pertaining to the acquisition and/or the creation of all tangible and intangible assets. The estimated future revenue, future operating expenses, start-up costs, and discount rate were the primary inputs in the valuation. The gaming rights intangible asset was assigned an indefinite useful life based on the Company's expected use of the asset and determination that no legal, regulatory, contractual, competitive, economic, or other factors limit the useful life of the gaming rights.

4. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill was $900 million as of ~~March 31~~June 30, 2026 and December 31, 2025.

We performed our annual goodwill impairment analysis as of April 1, 2026, and no adjustment to the carrying value of goodwill was required. We assessed goodwill for impairment by performing qualitative or quantitative analyses for each reporting unit. We concluded that the fair values of our reporting units exceeded their carrying values, and therefore no impairments were identified.

Other intangible assets are comprised of the following:

	March 31, 2026						December 31, 2025
	June 30, 2026						December 31, 2025
(in millions)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Definite-lived intangible assets	$	98	$	(4447)	$	5451	$	96	$	(42)	$	54
Indefinite-lived intangible assets					2,462						2,461
Total					$	2,~~516~~513					$	2,515

The Company iscontinues ~~continuing~~ to monitor the ~~current~~regulatory ~~economic~~and ~~conditions~~competitive environment and the ~~impacts~~impact on the results of operations of Presque Isle Downs and Casino ("Presque Isle"). ~~due~~Future toregulatory ~~historical~~changes ~~impairments recorded in prior periods related to the gaming rights~~ and ~~trademark.~~increased ~~Future~~competition ~~economic conditions~~ could have a negative impact on the estimates and assumptions utilized in our asset impairment assessments. These potential impacts could increase the risk of a future impairment of assets at Presque Isle.

5We performed our annual indefinite-lived intangible assets impairment analysis as of April 1, 2026. ~~INCOME~~ ~~TAXES~~We assessed our indefinite-lived intangible assets for impairment by performing qualitative or quantitative analyses for each asset. Based on the results of these analyses, no indefinite-lived intangible asset impairments were identified in connection with our annual impairment testing.

~~The~~FORM ~~Company’s~~10-Q ~~effective~~FOR ~~income~~THE ~~tax~~QUARTERLY ~~rate~~PERIOD ofENDED ~~26.7%~~JUNE ~~for the three months ended March 31~~30, 2026 ~~was higher than the U.S. federal statutory rate of 21.0% primarily resulting from the impact of state income taxes and non-deductible expenses.~~10

The Company’s effective income tax rate of 19.4% for the three months ended March 31, 2025 was lower than the U.S. federal statutory rate of 21.0% primarily resulting from a $6 million benefit from the remeasurement of deferred income tax liabilities, as a result of certain entity classification elections that were made in the first quarter of 2025 that decreased income attributable to states with higher tax rates compared to prior year, partially offset by the impact of state income taxes and non-deductible expenses.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026 9


Churchill Downs Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)

5. INCOME TAXES

The Company’s effective income tax rates of 26.2% for the three months and 26.3% for the six months ended June 30, 2026 were higher than the U.S. federal statutory rate of 21.0% primarily resulting from state income taxes and non-deductible expenses.

The Company’s effective income tax rate of 25.5% for the three months ended June 30, 2025 was higher than the U.S. federal statutory rate of 21.0% primarily resulting from state income taxes and nondeductible officers’ compensation. The Company’s effective income tax rate of 24.0% for the six months ended June 30, 2025 was higher than the U.S. federal statutory rate of 21.0% primarily resulting from state income taxes and non-deductible officers’ compensation, partially offset by tax benefits from the remeasurement of deferred income tax liabilities, as a result of certain entity classification elections that were made in the first quarter of 2025, which decreased income attributable to states with higher tax rates compared to prior year.

6. SHAREHOLDERS' EQUITY

Stock Repurchase Programs

On July 22, 2025, the Board of Directors of the Company approved a common stock repurchase program of up to $500 million (the "July 2025 Stock Repurchase Program"). The July 2025 Stock Repurchase Program includes and is not in addition to the $169 million previously remaining under the March 2025 Stock Repurchase Program. Share repurchases may be made at management’s discretion from time to time in the open market (either with or without a 10b5-1 plan) or through privately negotiated transactions. The repurchase program has no time limit and may be suspended or discontinued at any time. We had approximately $430 million of repurchase authority remaining under the July 2025 Stock Repurchase Program at ~~March~~June 3130, 2026, based on trade date.

On March 12, 2025, the Board of Directors of the Company approved a new common stock repurchase program of up to $500 million (the "March 2025 Stock Repurchase Program"). The March 2025 Stock Repurchase Program included and was not in addition to any unspent amount remaining under the prior authorizations from the 2021 Stock Repurchase Program. As described above, the March 2025 Stock Repurchase Program has since been replaced by the July 2025 Stock Repurchase Program.

During the three ~~months~~and ~~ended~~six ~~March~~months 31ended June 30, 2026 and 2025, we repurchased the following shares under our stock repurchase programs:

	Three Months Ended March 31,
	Three Months Ended June 30,						Six Months Ended June 30,
(in millions, except share data)	2026			2025			2026			2025
Repurchase Program	Shares	Aggregate Purchase Price		Shares	Aggregate Purchase Price		Shares	Aggregate Purchase Price		Shares	Aggregate Purchase Price
July 2025 Stock Repurchase Program	—	$	—	—	$	—	—	$	—	—	$	—
March 2025 Stock Repurchase Program	—	—		~~586~~2,~~238~~565,964	65251		—	—		3,152,202	316
2021 Stock Repurchase Program	—	—		~~212,012~~—	24—		—	—		212,012	24
Total	—	$	—	~~798~~2,~~250~~565,964	$	89251	—	$	—	3,364,214	$	340

7. STOCK-BASED COMPENSATION PLANS

On February 18, 2025, our Board of Directors approved the replacement of the Churchill Downs Incorporated 2016 Omnibus Stock Incentive Plan (the "2016 Plan") with a new plan, the Churchill Downs Incorporated 2025 Omnibus Stock and Incentive Plan (the "2025 Plan"). The 2025 Plan was approved by shareholders at the Company's 2025 Annual Meeting of Shareholders held on April 22, 2025, and no further awards will be granted under the 2016 Plan. We have stock-based employee compensation plans with awards outstanding under the 2016 Plan, the 2025 Plan, and the Executive Long-Term Incentive Compensation Plan, which was adopted pursuant to the 2016 Plan. ~~No further awards will be granted under the 2016 Plan.~~ Our total stock-based compensation expense, which includes expenses related to restricted stock awards ("RSAs"), restricted stock unit awards ("RSUs"), performance share unit awards ("PSUs"), and stock options associated with our employee stock purchase plan was $5 million for the three months ended March 31, 2026 and $4 million for the three months ended March 31, 2025. At March 31, 2026 and December 31, 2025, the Company had $11 million and $21 million, respectively, recorded as liability-classified awards, which are included in accrued expense and other liabilities in the accompanying Condensed Consolidated Balance Sheets.

~~During~~FORM ~~the~~10-Q ~~three~~FOR ~~months~~THE ~~ended~~QUARTERLY ~~March 31,~~PERIOD ~~2026,~~ENDED ~~the~~JUNE ~~Company awarded RSUs to employees~~30, ~~as well as RSUs and PSUs to certain named executive officers ("NEOs"). The vesting criteria for the PSU awards granted in~~ 2026 were based on a three-year service period with two performance conditions and a market condition related to relative total shareholder return ("TSR") consistent with prior year grants. The total compensation cost we will recognize under the PSUs is determined using the Monte Carlo valuation methodology, which factors in the value of the TSR market condition when determining the grant date fair value of the PSU. Compensation cost for each PSU is recognized during the performance and service period based on the probable achievement of the two performance criteria. The PSUs can be converted into shares of our common stock at the time the PSU award value is finalized. 11

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026 10


Churchill Downs Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Grant Year

Award Type

Number of Units Awarded(1)

Vesting Terms

2026

RSU

218

Vest equally over three service periods ending in 2029

2026

PSU

122

Three-year performance and service period ending in 2028

("PSUs"), and stock options associated with our employee stock purchase plan was $8 million and $13 million for the three months and six months ended June 30, 2026 and $7 million and $11 million for the three months and six months ended June 30, 2025, respectively. At June 30, 2026 and December 31, 2025, the Company had $14 million and $21 million, respectively, recorded as liability-classified awards, which are included in accrued expense and other liabilities in the accompanying Condensed Consolidated Balance Sheets.

During the six months ended June 30, 2026, the Company awarded RSUs to employees, as well as RSUs and PSUs to certain named executive officers ("NEOs"), and RSAs and RSUs to directors. The vesting criteria for the PSU awards granted in 2026 were based on a three-year service period with two performance conditions and a market condition related to relative total shareholder return ("TSR") consistent with prior year grants. The total compensation cost we will recognize under the PSUs is determined using the Monte Carlo valuation methodology, which factors in the value of the TSR market condition when determining the grant date fair value of the PSU. Compensation cost for each PSU is recognized during the performance and service period based on the probable achievement of the two performance criteria. The PSUs can be converted into shares of our common stock at the time the PSU award value is finalized.

A summary of the RSAs, RSUs and PSUs granted during 2026 is presented below (units in thousands):


Grant Year	Award Type	Number of Units Awarded(1)	Vesting Terms

2026	RSU	220	Vest equally over three service periods ending in 2029
2026	PSU	122	Three-year performance and service period ending in 2028
2026	RSU	9	One-year service period ending in 2027
2026	RSA	5	One-year service period ending in 2027

(1) PSUs reflect the target number of units for the original PSU grant.

8. DEBT

The following table presents our total debt outstanding:

(in millions)	~~March~~June 3130, 2026		December 31, 2025
Term Loan B-1 due 2028	$	~~285~~284	$	286
Term Loan A due 2029	1,~~097~~082		1,112
Revolver	~~469~~329		657
2027 Senior Notes	600		600
2028 Senior Notes	700		700
2030 Senior Notes	1,200		1,200
2031 Senior Notes	600		600
Total debt	4,~~951~~795		5,155
Current maturities of long-term debt	(63)		(63)
Current maturities of long-term debt and notes payable	(663)		(63)
Unamortized premium and deferred finance charges	(2322)		(25)
Total debt, net of current maturities and costs	$	4,~~865~~110	$	5,067

Credit Agreement

At ~~March~~June 3130, 2026, the Company’s senior secured credit facility (as amended from time to time, the "Credit Agreement") consisted of a $1.2 billion revolving credit facility (the "Revolver"), $~~285~~284 million senior secured term loan B-1 (the "Term Loan B-1"), $1.1 billion senior secured term loan A (the "Term Loan A"), and $100 million swing line commitment. On July 3, 2024, the Company closed an amendment of the Credit Agreement to (i) extend the maturity date of the Revolver and Term Loan A from 2027 to 2029 subject to an earlier "springing maturity" if certain indebtedness in respect of outstanding notes or other material indebtedness having a maturity date prior to July 3, 2029, is not refinanced or extended to a date after July 3, 2029, at least 91 days prior to such other debt’s stated maturity date, and (ii) amend certain other provisions of the Credit Agreement.


FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2026
			12


Churchill Downs Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)

On February 14, 2025, the Company announced that it closed the seventh amendment of the Credit Agreement. The seventh amendment to the Credit Agreement (i) reduced the interest rate margin applicable to the Term Loan B-1 by 0.25% from Secured Overnight Financing Rate ("SOFR") plus 200 basis points to SOFR plus 175 basis points, (ii) eliminated the 0.10% credit spread adjustment previously applicable to the Term Loan B-1, and (iii) made certain other amendments to the Credit Agreement.

The Term Loan B-1 requires quarterly payments of 0.25% of the original $300 million balance and may be subject to additional mandatory prepayment from excess cash flow on an annual basis per the provisions of the Credit Agreement.

The Revolver and Term Loan A bear interest at SOFR plus 10 basis points, plus a variable applicable margin which is determined by the Company's net leverage ratio. As of ~~March~~June 3130, 2026, that applicable margin was 150 basis points, which was based on the pricing grid in the Credit Agreement. The Company had $~~722~~861 million available borrowing capacity ~~under the Revolver~~, after consideration of $810 million in outstanding letters of credit, under the Revolver as of ~~March~~June 3130, 2026.

The Company is required to pay a commitment fee on the unused portion of the Revolver, as determined by a pricing grid based on the consolidated total net secured leverage ratio of the Company. For the period ended ~~March~~June 3130, 2026, the Company's commitment fee rate was 0.25%.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026 11

Churchill Downs Incorporated Notes to Condensed Consolidated Financial Statements (Unaudited)

2027 Senior Notes

As of ~~March~~June 3130, 2026, we had $600 million in aggregate principal amount of 5.500% senior unsecured notes that mature on April 1, 2027 (the "2027 Senior Notes"). The 2027 Senior Notes were issued at par in a private offering to qualified institutional buyers, with interest payable in arrears on April 1st and October 1st of each year, commencing on October 1st, 2019. The Company may redeem some or all of the 2027 Senior Notes at redemption prices set forth in the 2027 Indenture.

2028 Senior Notes

As of ~~March~~June 3130, 2026, we had a total of $700 million in aggregate principal amount of 4.750% senior unsecured notes (the "2028 Senior Notes") maturing on January 15, 2028. The 2028 Senior Notes consist of $500 million notes issued at par and $200 million notes issued at 103.25%. The 2028 Senior Notes were issued in a private offering to qualified institutional buyers, with interest payable in arrears on January 15th and July 15th of each year, commencing on July 15th, 2018. The 3.25% premium is being amortized through interest expense, net over the term of the notes. The Company may redeem some or all of the 2028 Senior Notes at redemption prices set forth in the 2028 Indenture.

2030 Senior Notes

As of ~~March~~June 3130, 2026, we had $1.2 billion in aggregate principal amount of 5.750% senior unsecured notes that mature on April 1, 2030 (the "2030 Senior Notes"). The 2030 Senior Notes were issued at par in a private offering to qualified institutional buyers, with interest payable in arrears on April 1st and October 1st of each year, commencing on October 1st, 2022. The Company may redeem some or all of the 2030 Senior Notes at redemption prices set forth in the 2030 Indenture.

2031 Senior Notes

As of ~~March~~June 3130, 2026, we had $600 million in aggregate principal amount of 6.750% senior unsecured notes that mature on May 1, 2031 (the "2031 Senior Notes"). The 2031 Senior Notes were issued at par in a private offering to qualified institutional buyers, with interest payable in arrears on May 1st and November 1st of each year, commencing on November 1st, 2023. The Company may redeem some or all of the 2031 Senior Notes at redemption prices set forth in the 2031 Indenture.

The Company is exploring options to fund upcoming senior note maturities through a combination of cash on hand, cash generated from operations, available capacity under its revolving credit facility, and raising funds via debt markets. Our ability to raise debt and the terms under which we would fund the obligations are subject to our ability to access the debt markets and other economic conditions.

9. REVENUE FROM CONTRACTS WITH CUSTOMERS

Performance Obligations

As of ~~March~~June 3130, 2026, our Live and Historical Racing segment had remaining performance obligations on contracts with a duration greater than one year relating to television rights, sponsorships, personal seat licenses, and admissions, with an aggregate transaction price of $~~270~~197 million. The revenue we expect to recognize on these remaining performance obligations is $802 million for the remainder of 2026, $6264 million in 2027, $3839 million in 2028, and the remainder thereafter.

AsFORM of10-Q ~~March 31,~~FOR ~~2026,~~THE ~~our~~QUARTERLY ~~remaining~~PERIOD ~~performance~~ENDED ~~obligations~~JUNE on30, ~~contracts~~2026 ~~with a duration greater than one year in segments other than Live and Historical Racing were not material.~~13

Contract Assets and Contract Liabilities

As of March 31, 2026 and December 31, 2025, contract assets were not material.

As of March 31, 2026 and December 31, 2025, contract liabilities were $185 million and $80 million, respectively, which are included in current deferred revenue, non-current deferred revenue, and accrued expense in the accompanying Condensed Consolidated Balance Sheets. Contract liabilities primarily relate to the Live and Historical Racing segment and the increase was primarily due to deferred revenue related to the 152nd Kentucky Derby. We recognized $6 million of revenue during the three months ended March 31, 2026, which was included in the contract liabilities balance at December 31, 2025. We recognized $6 million of revenue during the three months ended March 31, 2025, which was included in the contract liabilities balance at December 31, 2024.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026 12


Churchill Downs Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)

As of June 30, 2026, our remaining performance obligations on contracts with a duration greater than one year in segments other than Live and Historical Racing were not material.

Contract Assets and Contract Liabilities

As of June 30, 2026 and December 31, 2025, contract assets were not material.

As of June 30, 2026 and December 31, 2025, contract liabilities were $51 million and $80 million, respectively, which are included in current deferred revenue, non-current deferred revenue, and accrued expense in the accompanying Condensed Consolidated Balance Sheets. Contract liabilities primarily relate to the Live and Historical Racing segment and the decrease was primarily due to the recognition of previously deferred revenue related to the 152nd Kentucky Derby. We recognized $49 million and $55 million of revenue during the three months and six months ended June 30, 2026, respectively, which was included in the contract liabilities balance at December 31, 2025. We recognized $48 million and $54 million of revenue during the three months and six months ended June 30, 2025, respectively, which was included in the contract liabilities balance at December 31, 2024.

Disaggregation of Revenue

The Company has included its disaggregated revenue disclosures as follows:

•For the Live and Historical Racing segment, revenue is disaggregated between Churchill Downs Racetrack and historical racing properties given that Churchill Downs Racetrack revenue primarily revolves around live racing events, while our other Live and Historical Racing properties' revenues primarily revolve around historical racing. This segment is also disaggregated by location given the geographic economic factors that affect the revenue of service offerings. Within the Live and Historical Racing segment, revenue is further disaggregated between live and simulcast racing, historical racing, racing event-related services, gaming, and other services.

• For the Wagering Services and Solutions segment, revenue is disaggregated between live and simulcast racing, gaming, and other services.

• For the Gaming segment, revenue is disaggregated by location given the geographic economic factors that affect the revenue of Gaming service offerings. Within the Gaming segment, revenue is further disaggregated between live and simulcast racing, historical racing, racing event-related services, gaming, and other services.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED ~~MARCH~~JUNE 3130, 2026 1314


Churchill Downs Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)

We believe that these disclosures depict how the amount, nature, timing, and uncertainty of cash flows are affected by economic factors. The tables below present net revenue from external customers and intercompany revenue from each of our segments:

	Three Months Ended March 31,
	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2026		2025		2026		2025
Net revenue from external customers:
Live and Historical Racing:
Churchill Downs Racetrack	$	3247	$	4228	$	250	$	232
Louisville	5559		5257		114		109
Northern Kentucky	3629		3127		65		58
Southwestern Kentucky	4449		4143		93		84
Western Kentucky	1918		1216		37		28
Virginia	~~133~~138		~~130~~136		271		266
New Hampshire	73		3		10		6
Total Live and Historical Racing	$	~~297~~543	$	~~273~~510	$	840	$	783
Wagering Services and Solutions:	$	~~109~~167	$	~~107~~158	$	276	$	265
Gaming:
Florida	$	24	$	2526	$	48	$	51
Iowa	24		2423		48		47
Indiana	3335		32		68		64
Louisiana	3629		4532		65		77
Maine	2526		2428		51		52
Maryland	2128		2125		49		46
Mississippi	24		2524		48		49
New York	4651		4348		97		91
Pennsylvania	2429		2428		53		52
Total Gaming	$	~~257~~270	$	~~263~~266	$	527	$	529
All Other	—		—		—		—
Net revenue from external customers	$	~~663~~980	$	~~643~~934	$	1,643	$	1,577
Intercompany net revenues:
Live and Historical Racing	$	432	$	431	$	36	$	35
Wagering Services and Solutions	911		910		20		19
Gaming	5—		4—		5		4
All Other	2		2		4		4
Eliminations	(2045)		(1943)		(65)		(62)
Intercompany net revenue	$	—	$	—	$	—	$	—

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED ~~MARCH~~JUNE 3130, 2026 1415


Churchill Downs Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)

	Three Months Ended March 31, 2026
	Three Months Ended June 30, 2026
(in millions)	Live and Historical Racing		Wagering Services and Solutions		Gaming		Total Segments		All Other		Total
Net revenue from external customers
Pari-mutuel:
Live and simulcast racing	$	1153	$	81133	$	104	$	~~102~~190	$	—	$	~~102~~190
Historical racing(a)	~~257~~265		—		—		~~257~~265		—		~~257~~265
Racing event-related services	1192		—		1—		2192		—		2192
Gaming(a)	43		64		~~218~~232		~~228~~239		—		~~228~~239
Other(a)	2430		2230		2834		7494		—		7494
Total	$	~~297~~543	$	~~109~~167	$	~~257~~270	$	~~663~~980	$	—	$	~~663~~980

	Three Months Ended March 31, 2025
	Three Months Ended June 30, 2025
(in millions)	Live and Historical Racing		Wagering Services and Solutions		Gaming		Total Segments		All Other		Total
Net revenue from external customers
Pari-mutuel:
Live and simulcast racing	$	1154	$	80125	$	114	$	~~102~~183	$	—	$	~~102~~183
Historical racing(a)	~~237~~252		—		95		~~246~~257		—		~~246~~257
Racing event-related services	1173		—		1—		2173		—		2173
Gaming(a)	3		4		~~214~~225		~~221~~232		—		~~221~~232
Other(a)	2128		2329		2832		7289		—		7289
Total	$	~~273~~510	$	~~107~~158	$	~~263~~266	$	~~643~~934	$	—	$	~~643~~934

(a) Food and beverage, hotel, and other services furnished to customers for free as an inducement to wager or through the redemption of our customers' loyalty points are recorded at the estimated standalone selling prices in other revenue with a corresponding offset recorded as a reduction in historical racing pari-mutuel revenue for HRMs or gaming revenue for our casino properties. These amounts were $16 million ~~for~~in each of the three-month ~~months~~period ended ~~March~~June 3130, 2026 and ~~$14 million for the three months ended March 31,~~ 2025.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED ~~MARCH~~JUNE 3130, 2026 1516


Churchill Downs Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)


	Six Months Ended June 30, 2026
(in millions)	Live and Historical Racing		Wagering Services and Solutions		Gaming		Total Segments		All Other		Total
Net revenue from external customers
Pari-mutuel:
Live and simulcast racing	$	64	$	214	$	14	$	292	$	—	$	292
Historical racing(a)	522		—		—		522		—		522
Racing event-related services	193		—		1		194		—		194
Gaming(a)	7		10		450		467		—		467
Other(a)	54		52		62		168		—		168
Total	$	840	$	276	$	527	$	1,643	$	—	$	1,643


	Six Months Ended June 30, 2025
(in millions)	Live and Historical Racing		Wagering Services and Solutions		Gaming		Total Segments		All Other		Total
Net revenue from external customers
Pari-mutuel:
Live and simulcast racing	$	65	$	205	$	15	$	285	$	—	$	285
Historical racing(a)	489		—		14		503		—		503
Racing event-related services	174		—		1		175		—		175
Gaming(a)	6		8		439		453		—		453
Other(a)	49		52		60		161		—		161
Total	$	783	$	265	$	529	$	1,577	$	—	$	1,577

(a) Food and beverage, hotel, and other services furnished to customers for free as an inducement to wager or through the redemption of our customers' loyalty points are recorded at the estimated standalone selling prices in other revenue with a corresponding offset recorded as a reduction in historical racing pari-mutuel revenue for HRMs or gaming revenue for our casino properties. These amounts were $32 million for the six months ended June 30, 2026 and $30 million for the six months ended June 30, 2025.


FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2026
			17


Churchill Downs Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)

10. SUPPLEMENTAL BALANCE SHEET INFORMATION

Accounts receivable, net

Accounts receivable is comprised of the following:

(in millions)	~~March~~June 3130, 2026		December 31, 2025
Trade receivables	$	3358	$	34
Simulcast and online wagering receivables	4053		34
Other receivables	3124		30
	104		98
	135		98
Allowance for credit losses	(56)		(5)
Total	$	99129	$	93

Other current assets

(in millions)	March 31, 2026		December 31, 2025
Inventory	$	11	$	12
Prepaid technology costs	15		7
Prepaid insurance and taxes	8		7
Other prepaid costs	19		14
Insurance deposits and other	3		4
Total	$	56	$	44

Other current assets is comprised of the following:


(in millions)	June 30, 2026		December 31, 2025
Inventory	$	11	$	12
Prepaid technology costs	15		7
Prepaid insurance and taxes	16		7
Other prepaid costs	16		14
Insurance deposits and other	2		4

Total	$	60	$	44

Accrued expenses and other current liabilities

Accrued expenses and other current liabilities consisted of the following:

(in millions)	~~March~~June 3130, 2026		December 31, 2025
Account wagering deposits liability	$	6173	$	68
Accrued salaries and related benefits	3435		55
Purses payable	4642		40
Accrued interest	7648		48
Accrued fixed assets	14		27
Accrued gaming liabilities	3534		35
Accrued insurance	17		15
Accrued property taxes	2017		15
Current lease liabilities	8		8
Other	8682		89
Total	$	~~397~~370	$	400

11. REDEEMABLE NONCONTROLLING INTEREST

In April 2024, the Company closed on the sale of 49.0% of United Tote, a wholly -owned subsidiary of CDI, to NYRA. NYRA's interest includes certain embedded redemption features, such as a put right, that are not exclusively within the Company’s control. NYRA's interest is treated as redeemable noncontrolling interest and is presented outside of permanent equity on the Company’s Condensed Consolidated Balance Sheets.

InFORM ~~August~~10-Q ~~2025,~~FOR ~~the~~THE ~~Company~~QUARTERLY ~~closed~~PERIOD onENDED ~~the~~JUNE ~~purchase of 90% of Casino Salem~~30, a2026 joint venture with SL Salem, LLC and JPF Casino Enterprises, LLC (collectively, the "Casino Salem Minority Interest Holders"). The Casino Salem Minority Interest Holders' interests include certain embedded redemption features, such as put rights, that are not exclusively within the Company’s control. The Casino Salem Minority Interest Holders' interests are treated as redeemable noncontrolling interest and are not included in the permanent equity on the Company’s Condensed Consolidated Balance Sheets.18

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026 16


Churchill Downs Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)

In August 2025, the Company closed on the purchase of 90.0% of Casino Salem, a joint venture with SL Salem, LLC and JPF Casino Enterprises, LLC (collectively, the "Casino Salem Minority Interest Holders"). The Casino Salem Minority Interest Holders' interests include certain embedded redemption features, such as put rights, that are not exclusively within the Company’s control. The Casino Salem Minority Interest Holders' interests are treated as redeemable noncontrolling interest and are not included in the permanent equity on the Company’s Condensed Consolidated Balance Sheets.

The redeemable noncontrolling interest is initially accounted for at fair value and subsequently adjusted to the greater of the redemption value or the carrying value. Redeemable noncontrolling interest adjustments of carrying value to redemption value are reflected in retained earnings and are also included as an adjustment to income available to the Company’s shareholders in the calculation of earnings per share (See Note 15, Net Income Per Common Share Computations). The table below depicts changes in the Company’s redeemable noncontrolling interest balance.

(in millions)
Balance, December 31, 2025	$	46
Redemption value adjustment	2
Balance, March 31, 2026	$48	48
Net income attributable to redeemable noncontrolling interests	1
Redemption value adjustment	1
Balance, June 30, 2026	$	50

12. INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES

Investments in and advances to unconsolidated affiliates as of ~~March~~June 3130, 2026 and December 31, 2025, primarily consisted of interests in Rivers Casino Des Plaines ("Rivers Des Plaines") and Miami Valley Gaming and Racing ("MVG").

Rivers Casino Des Plaines

The ownership of Rivers Des Plaines is comprised of the following: (1) the Company owns 61.3%, (2) High Plaines Gaming, LLC ("High Plaines"), an affiliate of Rush Street Gaming, LLC, owns 36.0%, and (3) Casino Investors, LLC owns 2.7%. Both the Company and High Plaines have participating rights over Rivers Des Plaines, and both must consent to certain operating, investing and financing decisions. As a result, we account for Rivers Des Plaines using the equity method. As of ~~March~~June 3130, 2026, the net aggregate basis difference between the Company’s investment in Rivers Des Plaines and the amounts of the underlying equity in net assets was $833 million.

Our investment in Rivers Des Plaines was $578 million and $573 million as of ~~March~~June 3130, 2026 and December 31, 2025, respectively. The Company received distributions from Rivers Des Plaines of $2547 million and $2140 million for the ~~three~~six months ended ~~March~~June 3130, 2026 and 2025, respectively.

Miami Valley Gaming and Racing

The Company owns a 50.0% interest in MVG and Delaware North Companies Gaming & Entertainment Inc. ("DNC") owns the remaining 50.0% interest in MVG. Since both the Company and DNC have participating rights over MVG, and both must consent to certain operating, investing, and financing decisions, we account for MVG using the equity method.

Our investment in MVG was $112 million as of ~~March~~June 3130, 2026 and December 31, 2025, respectively. The Company received distributions from MVG of $1125 million and $1023 million for the ~~three~~six months ended ~~March~~June 3130, 2026 and 2025, respectively.


FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2026
			19


Churchill Downs Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Summarized Financial Results for our Unconsolidated Affiliates

Summarized below are the financial results for our unconsolidated affiliates.

	Three Months Ended March 31,
	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2026		2025		2026		2025
Net revenue	$	~~216~~228	$	~~205~~216	$	444	$	421
Operating and SG&A expense	~~137~~142		~~130~~135		279		265
Depreciation and amortization	6		6		12		12
Operating income	7380		6975		153		144
Interest and other, net	(10)		(11)
Interest and other expense, net	(9)		(10)		(19)		(21)
Net income	$	6371	$	5865	$	134	$	123

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026 17


(in millions)	June 30, 2026		December 31, 2025
Assets
Current assets	$	97	$	109
Property and equipment, net	309		315
Other assets, net	266		265
Total assets	$	672	$	689
Liabilities and Members' Deficit
Current liabilities	$	102	$	89
Long-term debt	765		803
Other liabilities	1		—
Members' deficit	(196)		(203)
Total liabilities and members' deficit	$	672	$	689

Churchill Downs Incorporated Notes to Condensed Consolidated Financial Statements (Unaudited)

(in millions)	March 31, 2026		December 31, 2025
Assets
Current assets	$	108	$	109
Property and equipment, net	312		315
Other assets, net	266		265
Total assets	$	686	$	689
Liabilities and Members' Deficit
Current liabilities	$	112	$	89
Long-term debt	777		803
Members' deficit	(203)		(203)
Total liabilities and members' deficit	$	686	$	689

13. FAIR VALUE OF ASSETS AND LIABILITIES

We endeavor to utilize the best available information in measuring fair value. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The following methods and assumptions are used to estimate the fair value of each class of financial instruments for which it is practicable to estimate.

Restricted Cash

Our restricted cash accounts held in money market and interest-bearing accounts qualify for Level 1 in the fair value hierarchy, which includes unadjusted quoted market prices in active markets for identical assets.

Debt

The fair value of the Company’s 2031 Senior Notes, 2030 Senior Notes, 2028 Senior Notes, and 2027 Senior Notes are estimated based on unadjusted quoted prices for identical or similar liabilities in markets that are not active and as such are Level 2 measurements. The fair values of the Company's Term Loan B-1, Term Loan A, and Revolver under the Credit Agreement approximate the gross carrying value of the variable rate debt and as such are Level 2 measurements.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED ~~MARCH~~JUNE 3130, 2026 1820


Churchill Downs Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)

The carrying amounts and estimated fair values by input level of the Company's financial instruments are as follows:

	March 31, 2026
	June 30, 2026
(in millions)	Carrying Amount		Fair Value		Level 1		Level 2		Level 3
Financial assets:
Restricted cash	$	9199	$	9199	$	9199	$	—	$	—
Financial liabilities:
Term Loan B-1	~~284~~283		~~285~~284		—		~~285~~284		—
Term Loan A	1,~~093~~078		1,~~097~~082		—		1,~~097~~082		—
Revolver	~~469~~329		~~469~~329		—		~~469~~329		—
2027 Senior Notes	599		~~598~~599		—		~~598~~599		—
2028 Senior Notes	699		~~689~~692		—		~~689~~692		—
2030 Senior Notes	1,191		1,~~185~~198		—		1,~~185~~198		—
2031 Senior Notes	~~593~~594		611		—		611		—
	December 31, 2025
(in millions)	Carrying Amount		Fair Value		Level 1		Level 2		Level 3
Financial assets:
Restricted cash	$	88	$	88	$	88	$	—	$	—
Financial liabilities:
Term Loan B-1	284		286		—		286		—
Term Loan A	1,108		1,112		—		1,112		—
Revolver	657		657		—		657		—
2027 Senior Notes	599		599		—		599		—
2028 Senior Notes	699		696		—		696		—
2030 Senior Notes	1,190		1,211		—		1,211		—
2031 Senior Notes	593		622		—		622		—

14. CONTINGENCIES

We are involved in litigation arising in the ordinary course of conducting business. We carry insurance for workers' compensation claims from our employees and general liability for claims from independent contractors, customers, and guests. We are self-insured up to an aggregate stop loss for our general liability and workers' compensation coverages.

We review all litigation on an ongoing basis when making accrual and disclosure decisions. For certain legal proceedings, we cannot reasonably estimate losses or a range of loss, if any, particularly for proceedings that are in the early stages of development or where the plaintiffs seek indeterminate damages. Various factors, including but not limited to, the outcome of potentially lengthy discovery and the resolution of important factual questions, may need to be determined before probability can be established or before a loss or range of loss can be reasonably estimated. In accordance with current accounting standards for loss contingencies and based upon information currently known to us, we establish reserves for litigation when it is probable that a loss associated with a claim or proceeding has been incurred and the amount of the loss or range of loss can be reasonably estimated. When no amount within the range of loss is a better estimate than any other amount, we accrue the minimum amount of the estimable loss. To the extent that such litigation against us may have an exposure to a loss in excess of the amount we have accrued, we believe that such excess would not be material to our consolidated financial condition, results of operations, or cash flows. Legal fees are expensed as incurred.

If the loss contingency in question is not both probable and reasonably estimable, we do not establish an accrual and the matter will continue to be monitored for any developments that would make the loss contingency both probable and reasonably estimable. In the event that a legal proceeding results in a substantial judgment against us, or settlement by us, there can be no assurance that any resulting liability or financial commitment would not have a material adverse impact on our business.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED ~~MARCH~~JUNE 3130, 2026 1921


Churchill Downs Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)

15. NET INCOME PER COMMON SHARE COMPUTATIONS

The following is a reconciliation of the numerator and denominator of the net income per common share computations:

	Three Months Ended March 31,
	Three Months Ended June 30,				Six Months Ended June 30,
(in millions, except per share data)	2026		2025		2026		2025
Numerator for basic and diluted net income per common share:
Net income attributable to Churchill Downs Incorporated	$	83241	$	77217	$	324	$	294
Adjustments related to redeemable noncontrolling interest	2		1
Adjustments related to redeemable noncontrolling interests	(1)		—		(3)		(2)
Net income attributable to common shareholders	$	81240	$	76217	$	321	$	292
Denominator for net income per common share:
Basic	70		7472		70		73
Plus dilutive effect of stock awards	—		—		—		—
Diluted	70		7472		70		73
Net income per common share data:
Basic net income	$	13.1643	$	13.02	$	4.59	$	4.02
Diluted net income	$	13.1642	$	12.0299	$	4.58	$	3.98

16. SEGMENT INFORMATION

We manage our operations through three reportable segments: Live and Historical Racing, Wagering Services and Solutions, and Gaming. Our operating segments reflect the internal management reporting used by our chief operating decision maker, our Chief Executive Officer, to evaluate results of operations and to assess performance and allocate resources.

Eliminations include the elimination of intersegment transactions. We utilize non-GAAP measures, including EBITDA (earnings before interest, taxes, depreciation and amortization) and Adjusted EBITDA. Our chief operating decision maker utilizes Adjusted EBITDA to evaluate segment performance, develop strategy, and allocate resources. Adjusted EBITDA includes the following adjustments~~, as applicable in each period~~:

Adjusted EBITDA includes our portion of EBITDA from our equity investments and the portion of EBITDA attributable to a noncontrolling ~~interest~~interests.

Adjusted EBITDA excludes:

•Transaction expense, net, which includes:

–Acquisition, disposition, and property sale related charges; and

–Other transaction expense, including legal, accounting, and other deal-related expense;

•Stock-based compensation expense;

•Rivers Des Plaines' impact on our investments in unconsolidated affiliates from legal reserves and transaction costs;

•Asset impairments, net;

•Gain on property sales;

•Legal reserves;

•Pre-opening expense; and

•Other charges, recoveries and expenses

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED ~~MARCH~~JUNE 3130, 2026 2022


Churchill Downs Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)

We utilize the Adjusted EBITDA metric to provide a more accurate measure of our core operating results and enable management and investors to evaluate and compare from period to period our operating performance in a meaningful and consistent manner. Adjusted EBITDA should not be considered as an alternative to operating income as an indicator of performance, as an alternative to cash flows from operating activities as a measure of liquidity, or as an alternative to any other measure provided in accordance with GAAP. Our calculation of Adjusted EBITDA may be different from the calculation used by other companies and, therefore, comparability may be limited. For segment reporting, Adjusted EBITDA includes intercompany revenue and expense totals that are eliminated in the accompanying Condensed Consolidated Statements of Comprehensive Income.

The tables below present net revenue from external customers, Adjusted EBITDA by segment and ~~reconciles~~reconcile ~~comprehensive~~net income to Adjusted EBITDA:

Net revenue by segment is comprised of the following:

	Three Months Ended March 31,
	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2026		2025		2026		2025
Live and Historical Racing	$	~~297~~543	$	~~273~~510	$	840	$	783
Wagering Services and Solutions	~~109~~167		~~107~~158		276		265
Gaming	~~257~~270		~~263~~266		527		529
All Other	—		—		—		—
Net Revenue	$	~~663~~980	$	~~643~~934	$	1,643	$	1,577

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED ~~MARCH~~JUNE 3130, 2026 2123


Churchill Downs Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Adjusted EBITDA by segment is comprised of the following:

	Three Months Ended March 31, 2026
	Three Months Ended June 30, 2026
(in millions)	Live and Historical Racing		Wagering Services and Solutions		Gaming
Revenues	$	~~301~~575	$	~~118~~178	$	~~262~~270
Pari-mutuel taxes and purses	(76119)		(48)		(117)
Gaming taxes	(2)		—(1)		(7581)
Marketing and advertising	(1216)		(26)		(8)
Salaries and benefits	(3638)		(89)		(4341)
Content expense	(1)		(4378)		(12)
Selling, general and administrative expense	(1114)		(4)		(12)
Maintenance, insurance and utilities	(1213)		(23)		(109)
Gaming equipment rental and technology costs	(1413)		(12)		(45)
Food and beverage costs	(4)		—		(54)
Other operating expense(1)	(2037)		(915)		(1718)
Equity in income of unconsolidated affiliates	—		—		4650
Other income	—		—		1—
Adjusted EBITDA	$	~~113~~318	$	4552	$	~~123~~133

	Three Months Ended March 31, 2025
	Three Months Ended June 30, 2025
(in millions)	Live and Historical Racing		Wagering Services and Solutions		Gaming
Revenues	$	~~277~~541	$	~~116~~168	$	~~267~~266
Pari-mutuel taxes and purses	(72116)		(48)		(157)
Gaming taxes	(21)		—(1)		(7280)
Marketing and advertising	(1416)		(16)		(89)
Salaries and benefits	(3238)		(89)		(4443)
Content expense	(12)		(4476)		(2)
Selling, general and administrative expense	(1110)		(5)		(11)
Maintenance, insurance and utilities	(1012)		(1)		(910)
Gaming equipment rental and technology costs	(12)		(1)		(45)
Food and beverage costs	(4)		—		(4)
Other operating expense(1)	(1733)		(1113)		(1716)
Equity in income of unconsolidated affiliates	—		—		4347
Other income	—		—		—1
Adjusted EBITDA	$	~~102~~297	$	4148	$	~~124~~127

(1) Other operating expense primarily includes supplies, regulatory licenses and fees, property taxes, and third-party service fees and costs.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED ~~MARCH~~JUNE 3130, 2026 2224


Churchill Downs Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)

	Three Months Ended March 31,
	Six Months Ended June 30, 2026
(in millions)	~~2026~~Live and Historical Racing		~~2025~~Wagering Services and Solutions		Gaming
Reconciliation of Comprehensive Income to Adjusted EBITDA:
Revenues	$	876	$	296	$	532
Net income and comprehensive income attributable to Churchill Downs Incorporated	$	83	$	77
Pari-mutuel taxes and purses	(195)		(12)		(18)
Net income attributable to noncontrolling interest	—		—
Gaming taxes	(4)		(1)		(156)
Net income	83		77
Marketing and advertising	(28)		(8)		(16)
Adjustments:
Salaries and benefits	(74)		(17)		(84)
Depreciation and amortization	56		59
Content expense	(2)		(121)		(3)
Interest expense	72		72
Selling, general and administrative expense	(25)		(8)		(24)
Income tax provision	30		19
Maintenance, insurance and utilities	(25)		(5)		(19)
Stock-based compensation expense	5		4
Gaming equipment rental and technology costs	(27)		(3)		(9)
Pre-opening expense	3		4
Food and beverage costs	(8)		—		(9)
Other expenses, net	2		—
Other operating expense(1)	(57)		(24)		(35)
Transaction expense, net	1		—
Equity in income of unconsolidated affiliates	—		—		96
Other income, expense:
Other income	—		—		1
Interest, depreciation and amortization expense related to equity investments	9		10
Adjusted EBITDA	$	431	$	97	$	256
Other charges and recoveries, net	(4)		—
Total adjustments	174		168
Adjusted EBITDA	$	257	$	245
Adjusted EBITDA by segment:
Live and Historical Racing	$	113	$	102
Wagering Services and Solutions	45		41
Gaming	123		124
Total segment Adjusted EBITDA	281		267
All Other	(24)		(22)
Total Adjusted EBITDA	$	257	$	245

	Three Months Ended March 31,
	Six Months Ended June 30, 2025
(in millions)	~~2026~~Live and Historical Racing		~~2025~~Wagering Services and Solutions		Gaming
Capital expenditures:
Revenues	$	818	$	284	$	533
Live and Historical Racing	$	50	$	67
Pari-mutuel taxes and purses	(188)		(12)		(22)
Wagering Services and Solutions	5		7
Gaming taxes	(3)		(1)		(152)
Gaming	4		5
Marketing and advertising	(30)		(7)		(17)
Total segment capital expenditures	59		79
Salaries and benefits	(70)		(17)		(87)
All Other	—		1
Content expense	(3)		(120)		(4)
Total capital expenditures	$	59	$	80
Selling, general and administrative expense	(21)		(10)		(22)
Maintenance, insurance and utilities	(22)		(2)		(19)
Gaming equipment rental and technology costs	(24)		(2)		(9)
Food and beverage costs	(8)		—		(8)
Other operating expense(1)	(50)		(24)		(33)
Equity in income of unconsolidated affiliates	—		—		90
Other income	—		—		1
Adjusted EBITDA	$	399	$	89	$	251

~~Our~~(1) ~~chief~~Other operating ~~decision~~expense ~~maker~~primarily ~~does~~includes ~~not~~supplies, ~~review~~regulatory ~~disaggregated~~licenses ~~assets~~and byfees, ~~segment.~~property ~~The~~taxes, ~~measure~~and ofthird-party ~~segment~~service ~~assets~~fees isand ~~reported on the balance sheet as total consolidated assets~~costs.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED ~~MARCH~~JUNE 3130, 2026 2325


Churchill Downs Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)

~~17. SUBSEQUENT~~Adjusted ~~EVENTS~~EBITDA by segment is comprised of the following:

On April 21, 2026 the Company announced that it 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 Preakness IP Rights are subject to an Exclusive License Agreement pursuant to which the Company 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.


	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2026		2025		2026		2025
Reconciliation of Net Income to Adjusted EBITDA:

Net income attributable to Churchill Downs Incorporated	$	241	$	217	$	324	$	294
Net income attributable to noncontrolling interests	1		1		1		1
Net income	242		218		325		295

Adjustments
Depreciation and amortization	59		58		115		117
Interest expense	70		75		142		147
Income tax provision	86		74		116		93
Stock-based compensation expense	8		7		13		11

Pre-opening expense	2		2		5		6

Other expenses, net	—		4		2		4
Asset impairments, net	—		2		—		2
Transaction expense, net	1		2		2		2
Other income, expense:
Interest, depreciation and amortization expense related to equity investments	10		10		19		20


Other charges and recoveries, net	(1)		(1)		(5)		(1)

Total adjustments	235		233		409		401
Adjusted EBITDA	$	477	$	451	$	734	$	696

Adjusted EBITDA by segment:
Live and Historical Racing	$	318	$	297	$	431	$	399
Wagering Services and Solutions	52		48		97		89
Gaming	133		127		256		251
Total segment Adjusted EBITDA	503		472		784		739
All Other	(26)		(21)		(50)		(43)
Total Adjusted EBITDA	$	477	$	451	$	734	$	696

The table below presents total capital expenditures for each of our segments:

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026 24


	Six Months Ended June 30,
(in millions)	2026		2025
Capital expenditures:
Live and Historical Racing	$	93	$	135
Wagering Services and Solutions	10		12
Gaming	12		14
Total segment capital expenditures	115		161
All Other	2		4
Total capital expenditures	$	117	$	165


FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2026
			26


Churchill Downs Incorporated
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Our chief operating decision maker does not review disaggregated assets by segment. The measure of segment assets is reported on the balance sheet as total consolidated assets.


FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2026
			27

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This report contains various "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act"), which provides certain "safe harbor" provisions for forward-looking statements. All forward-looking statements made in this report are made pursuant to the Act. The reader is cautioned that such forward-looking statements are based on information available at the time and / or management’s good faith belief with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. Forward-looking statements speak only as of the date that the statement was made. We assume no obligation to update forward-looking information to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information. Forward-looking statements are typically identified by the use of terms such as "anticipate," "believe," "could," "estimate," "expect," '"intend," "may," "might," "plan," "predict," "project," "seek," "should," "will," "scheduled"," and similar words or similar expressions (or negative versions of such words or expressions), although some forward-looking statements are expressed differently.

Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Important factors that could cause actual results to differ materially from expectations include the following:

•the occurrence of extraordinary events, such as terrorist attacks, public health threats, civil unrest, and inclement weather, including as a result of climate change;

•the effect of economic conditions on our consumers' confidence and discretionary spending or our access to credit, including the impact of inflation;

•changes in, or new interpretations of, applicable tax ~~laws~~law or rulings that could result in additional tax liabilities;

•the impact of any pandemics, epidemics, or outbreaks of infectious diseases, and related economic matters on our results of operations, financial conditions, and prospects;

•lack of confidence in the integrity of our core businesses or any deterioration in our reputation;

•negative shifts in public opinion regarding gambling that could result in increased regulation of, or new restrictions on, the gaming industry;

•loss of key or highly skilled personnel, as well as general disruptions in the general labor market;

•the impact of significant competition, and the expectation that competition levels will increase;

•changes in consumer preferences, attendance, wagering, and sponsorships;

•risks associated with equity investments, strategic alliances, and other third-party agreements;

•inability to respond to rapid technological changes in a timely manner;

•concentration and evolution of slot machine and historical racing machine ("HRM") manufacturing and other technology conditions that could impose additional costs;

•failure to enter into or maintain agreements with industry constituents, including horsemen and other racetracks;

•cybersecurity risk, including ~~cyber-security~~cybersecurity breaches, or loss or misuse of our confidential information as a result of a breach including customers’ personal information, or IT system operational disruptions, could lead to government enforcement actions or other litigation;

•costs of compliance with increasingly complex laws and regulations regarding data privacy and protection of personal information;

•reliance on our technology services and catastrophic events, system failures, errors or defects disrupting our operations;

•inability to identify, complete, or fully realize the benefits of, our proposed acquisitions, divestitures, development of new venues or the expansion of existing facilities on time, on budget, or as planned;

•difficulty in integrating recent or future acquisitions into our operations;

•cost overruns and other uncertainties associated with the development of new venues and the expansion of existing facilities;

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED ~~MARCH~~JUNE 3130, 2026 2528

•general risks related to real estate ownership and significant expenditures, including risks related to environmental liabilities;

•personal injury litigation related to injuries occurring at our racetracks;

•compliance with the Foreign Corrupt Practices Act or other similar laws and regulations, or applicable anti-money laundering regulations;

•payment-related risks, such as risk associated with fraudulent credit card or debit card use;

•work stoppages and labor problems;

•risks related to pending or future legal proceedings and other actions;

•highly regulated operations and changes in the regulatory environment could adversely affect our business;

•restrictions in our debt facilities limiting our flexibility to operate our business;

•failure to comply with the financial ratios and other covenants in our debt facilities and other indebtedness;

•increases to interest rates, disruption in the credit markets or changes to our credit ratings may adversely affect our business;

•increase in our insurance costs, or inability to obtain similar insurance coverage in the future, and any inability to recover under our insurance policies for damages sustained at our properties in the event of inclement weather and casualty events; ~~and~~

•whether the objective of a strategic alternative review process will be achieved; the terms, structure, benefits and costs of any strategic transaction; the timing of any strategic transaction and whether any strategic transaction will be consummated on the terms proposed or at all; the risk that the announcement or exploration of strategic alternatives could have an adverse effect on our ability to retain key personnel and maintain relationships with partners, suppliers, employees, shareholders and other business relationships; the risk of any unexpected costs or expenses resulting from the exploration of strategic alternatives; the risk of any litigation relating to the exploration of strategic alternatives or any strategic transaction; and

•other factors described under the heading "Risk Factors" in our most recent Annual Report on Form 10-K and in other filings we make with the Securities and Exchange Commission.

We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

The following information is unaudited. Tabular dollars are in millions, except per share amounts. All per share amounts assume dilution unless otherwise noted. This report should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2025, including Part I - Item 1A, "Risk Factors" of our Form 10-K for a discussion regarding some of the reasons that actual results may be materially different from those we anticipate.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED ~~MARCH~~JUNE 3130, 2026 2629

Our Business

Churchill Downs Incorporated ("CDI" or the "Company") has been creating extraordinary entertainment experiences for over 150 years, beginning with the Company’s most iconic and enduring asset, the Kentucky Derby. Headquartered in Louisville, Kentucky, CDI has expanded through the development of live and historical racing entertainment venues, the growth of the horse racing online wagering business, expanded pari-mutuel content and technology services to B2C platforms, and the operation and development of regional casino gaming properties.

We conduct our business through three reportable segments: Live and Historical Racing, Wagering Services and Solutions, and Gaming. We aggregate our other businesses as well as certain corporate operations in All Other.

Key Indicators to Evaluate Business Results and Financial Condition

Our management monitors a variety of key indicators to evaluate our business results and financial condition. These indicators include changes in net revenue, operating expense, operating income, earnings per share, outstanding debt balance, operating cash flow, and capital spend.

Our consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles ("GAAP"). We also use non-GAAP measures, including EBITDA (earnings before interest, taxes, depreciation and amortization) and Adjusted EBITDA. We believe that the use of Adjusted EBITDA as a key performance measure of results of operations enables management and investors to evaluate and compare from period to period our operating performance in a meaningful and consistent manner. Our chief operating decision maker utilizes Adjusted EBITDA to evaluate segment performance, develop strategy, and allocate resources. Adjusted EBITDA is a supplemental measure of our performance that is not required by, or presented in accordance with, GAAP. Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net income (as determined in accordance with GAAP) as a measure of our operating results.

Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization, adjusted for the following:

Adjusted EBITDA includes our portion of EBITDA from our equity investments and the portion of EBITDA attributable to noncontrolling interests.

Adjusted EBITDA excludes:

•Transaction expense, net, which includes:

–Acquisition, disposition, and property sale related charges; and

–Other transaction expense, including legal, accounting, and other deal-related expense;

•Stock-based compensation expense;

•Rivers Des Plaines' impact on our investments in unconsolidated affiliates from legal reserves and transaction costs;

•Asset impairments, net;

•Gain on property sales;

•Legal reserves;

•Pre-opening expense; and

•Other charges, recoveries and expenses

For segment reporting, Adjusted EBITDA includes intercompany revenue and expense totals that are eliminated in the Condensed Consolidated Statements of Comprehensive Income. See the Reconciliation of ~~Comprehensive~~Net Income to Adjusted EBITDA included in this section for additional information.

Governmental Regulations and Legislative Changes

We are subject to various federal, state, and international laws and regulations that affect our businesses. The ownership, operation, and management of our Live and Historical Racing, Wagering Services and Solutions, and Gaming segments, as well as our other operations, are subject to regulation under the laws and regulations of each of the jurisdictions in which we operate. The ownership, operation, and management of our businesses and properties are also subject to legislative actions at both the federal and state level. The following update on our regulatory and legislative actions should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2025, including Part I - Item 1, "Business" for a discussion of regulatory and legislative changes.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED ~~MARCH~~JUNE 3130, 2026 2730

Specific State Gaming Regulations

Louisiana

In Louisiana, the 2021 Historical Horse Racing Act (the "2021 HHR Act") allows off-track betting facilities ("OTBs") to have up to 50 HRMs in each OTB. The Company installed approximately 500 HRMs across our 13 OTBs after the 2021 HHR Act was approved. On October 25, 2022, a number of individual plaintiffs associated with video poker and truck stops, filed a lawsuit in the 19th Judicial District Court in East Baton Rouge, Louisiana, against certain racetracks in Louisiana, including our Fair Grounds Race Course and Slots business, alleging that the 2021 HHR Act was unconstitutional to the extent it purports to permit historical racing in a parish without a referendum.

On February 23, 2024, the judge issued a ruling in favor of plaintiffs granting summary judgment stating that: (i) historical horseracing is a new form of gaming not specifically authorized by law prior to 1996; (ii) historical horseracing may not be conducted in any parish of the state unless voters approve it through referendum; and (iii) the 2021 HHR Act that authorized historical horseracing is unconstitutional. The Louisiana Supreme Court opinion affirming the ruling of the District Court became final and enforceable May 8, 2025. The Company discontinued its HRM operations in Louisiana on May 8, 2025 and moved the HRMs in the Louisiana OTBs to other HRM venues, primarily located in Virginia. The reduction in revenues resulting from the removal of the HRMs from our OTBs in Louisiana has negatively impacted the comparability of the 2026 Louisiana results to the prior year. The results of the HRMs in Louisiana operations were reported in our Gaming segment.

Consolidated Financial Results

The following table reflects our net revenue, operating income, net income attributable to Churchill Downs Incorporated, Adjusted EBITDA, and certain other financial information:

	Three Months Ended March 31,
	Three Months Ended June 30,								Six Months Ended June 30,
(in millions)	2026			2025			Change		2026			2025			Change
Net revenue	$	~~663~~980		$	~~643~~934		$	2046	$	1,643		$	1,577		$	66
Operating income	~~143~~357			~~135~~327			830		500			462			38
Operating income margin	2236		%	2135		%			30		%	29		%
Net income attributable to Churchill Downs Incorporated	83241			77217			624		324			294			30
Adjusted EBITDA	~~257~~477			~~245~~451			1226		734			696			38

Three Months Ended ~~March~~June 3130, 2026, Compared to Three Months Ended ~~March~~June 3130, 2025

•Net revenue increased $2046 million driven by a $2433 million increase from the Live and Historical Racing segment primarily due to ~~continued~~a ~~growth~~record-breaking atDerby ~~our~~Week ~~HRM~~at ~~venues~~Churchill ~~and~~Downs Racetrack, a $29 million increase from the Wagering Services and Solutions segment, ~~partially~~and ~~offset by~~ a $64 million ~~decrease~~increase from the Gaming segment ~~primarily driven by the cessation of HRM operations in Louisiana in May 2025~~.

•Operating income increased $830 million driven by a $1521 million increase from the Live and Historical Racing segment ~~and~~primarily due to a record-breaking Derby Week at Churchill Downs Racetrack, a $14 million increase infrom the Wagering Services and Solutions segment., ~~These~~a ~~increases~~$3 ~~were~~million ~~partially~~increase ~~offset~~from bythe Gaming segment, a $2 million ~~decrease~~increase inattributable to the ~~Gaming~~non-cash ~~segment~~impairment ~~operating~~charge ~~income,~~of aVirginia $1HRMs ~~million~~that ~~increase~~did innot ~~All~~recur ~~Other~~in ~~operating~~the ~~expenses~~current period, aand $41 million ~~increase~~decrease in ~~selling,~~transaction ~~general~~costs. ~~and~~These ~~administrative~~increases ~~expenses,~~were ~~and~~offset by a $1 million ~~increase~~decrease infrom ~~transaction~~All ~~expenses~~Other.

•Net income attributable to Churchill Downs Incorporated increased $624 million. The following impacted the comparability of the Company's net income for the three months ended ~~March~~June 3130, 2026 compared to the three months ended ~~March~~June 3130, 2025: a $34 million after-tax decrease in ~~other~~transaction, ~~recoveries~~pre-opening, ~~partially~~and ~~offset~~other byexpenses and a $2 million after-tax ~~increase~~decrease related to an impairment charge in ~~transaction,~~the ~~pre~~prior year quarter related to a write-~~opening,~~off ~~and~~of ~~other~~obsolete ~~expenses~~HRMs in Virginia. Excluding these items, net income increased $518 million ~~primarily~~ due to a $310 million after-tax increase ~~from~~primarily driven by the results of our operations, ~~and~~ a $24 million after-tax increase in equity income from our unconsolidated affiliates, and a $4 million after-tax decrease in interest expense.

•Adjusted EBITDA increased $1226 million driven by a $1121 million increase from the Live and Historical Racing segment ~~and~~primarily due to a record-breaking Derby Week at Churchill Downs Racetrack, a $4 million increase from the Wagering Services and Solutions segment., ~~These~~and ~~increases were partially offset by~~ a $16 million ~~decrease~~increase from the Gaming segment. These ~~and~~increases awere partially offset by $25 million decrease infrom All Other.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED ~~MARCH~~JUNE 3130, 2026 2831

Six Months Ended June 30, 2026, Compared to Six Months Ended June 30, 2025

•Net revenue increased $66 million driven by a $57 million increase from the Live and Historical Racing segment primarily due to a record-breaking Derby Week at Churchill Downs Racetrack, and an $11 million increase from the Wagering Services and Solutions segment. These increases were partially offset by a $2 million decrease from the Gaming segment.

•Operating income increased $38 million driven by an $36 million increase from the Live and Historical Racing segment primarily due to a record-breaking Derby Week at Churchill Downs Racetrack, a $5 million increase from the Wagering Services and Solutions segment, a $1 million increase from the Gaming segment, and a $2 million increase attributable to the non-cash impairment charge of Virginia HRMs that did not recur in the current period. These increases were offset by a $4 million increase in selling, general and administrative expenses and a $2 million decrease from All Other.

•Net income attributable to Churchill Downs Incorporated increased $30 million. The following impacted the comparability of the Company's net income for the six months ended June 30, 2026 compared to the six months ended June 30, 2025: a $3 million after-tax decrease in other charges and recoveries, a $2 million after-tax decrease in transaction, pre-opening, and other expenses, and a $2 million after-tax decrease related to an impairment charge in the prior year quarter related to a write-off of obsolete HRMs in Virginia. Excluding these items, net income increased $23 million due to a $13 million after-tax increase primarily driven by the results of our operations, a $6 million after-tax increase in equity income from our unconsolidated affiliates, and a $4 million after-tax decrease in interest expense.

•Adjusted EBITDA increased $38 million driven by a $32 million increase from the Live and Historical Racing segment primarily due to a record-breaking Derby Week at Churchill Downs Racetrack, an $8 million increase from the Wagering Services and Solutions segment, and a $5 million increase from the Gaming segment. These increases were partially offset by a $7 million decrease from All Other.

Revenue by Segment

The following table presents net revenue for our segments, including intercompany revenue:

	Three Months Ended March 31,				Change
	Three Months Ended June 30,				Change		Six Months Ended June 30,				Change
(in millions)	2026		2025				2026		2025
Live and Historical Racing	$	~~301~~575	$	~~277~~541	$	2434	$	876	$	818	$	58
Wagering Services and Solutions	~~118~~178		~~116~~168		210		296		284		12
Gaming	~~262~~270		~~267~~266		~~(5)~~4		532		533		(1)
All Other	2		2		—		4		4		—
Eliminations	(2045)		(1943)		(12)		(65)		(62)		(3)
Net Revenue	$	~~663~~980	$	~~643~~934	$	2046	$	1,643	$	1,577	$	66

Three Months Ended ~~March~~June 3130, 2026, Compared to Three Months Ended ~~March~~June 3130, 2025

•Live and Historical Racing revenue increased $2434 million due to a $1721 million increase from ~~our~~Churchill ~~Kentucky~~Downs ~~HRM venues~~Racetrack, a $512 million increase from our ~~Virginia~~Kentucky HRM venues, and a $31 million increase from our ~~New~~Virginia ~~Hampshire~~HRM venues,. ~~partially~~The ~~offset~~Churchill byDowns Racetrack increase was primarily due to a $1record-breaking ~~million~~Derby ~~decrease~~Week, ~~from~~including ~~Churchill~~increased ~~Downs~~NBC ~~Racetrack~~broadcast revenue, increased ticketing revenue, increased sponsorship and licensing revenue, and increased wagering revenue. The Kentucky HRM increase was due to a $65 million increase from our ~~Western~~Southwestern Kentucky venues, a $43 million increase from our Northern Kentucky venues, a $43 million increase from our ~~Southwestern~~Western Kentucky venues, and a $31 million increase from our Louisville venues. The Virginia HRM increase was ~~primarily~~ due to a $5 million net increase primarily from our Northern Virginia venues ~~and a $1 million increase from our Western Virginia venue~~, partially offset by a $14 million net decrease from our Central Virginia venues primarily from increased competition ~~and unfavorable weather~~.

•Wagering Services and Solutions revenue increased $210 million ~~primarily~~due ~~from~~to $9 million growth in our ~~retail~~Horse ~~sports~~Racing ~~betting~~business from record-breaking Derby Week wagering and a $1 million increase from our Exacta business.

•Gaming revenue ~~decreased~~increased $54 million primarily due to aan $98 million ~~decrease~~increase primarily from ~~the~~our ~~cessation~~New ofYork, ~~HRM~~Indiana, ~~operations in Louisiana in May 2025~~ and aMaryland ~~$2 million decrease primarily from our Florida and Mississippi~~ properties~~. These~~, ~~decreases were~~ partially offset by a $64 million ~~increase~~decrease primarily from ~~our~~the ~~New~~cessation ~~York,~~of ~~Indiana,~~HRM ~~and~~operations ~~Maryland~~in ~~properties~~Louisiana in May 2025.


FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2026
			32

•All Other revenue is consistent with the prior year. All intercompany captive revenue is eliminated in consolidation.

Six Months Ended June 30, 2026, Compared to Six Months Ended June 30, 2025

•Live and Historical Racing revenue increased $58 million due to a $20 million increase from Churchill Downs Racetrack, a $29 million increase from our Kentucky HRM venues, a $6 million increase from our Virginia HRM venues, and a $3 million increase primarily from New Hampshire venues. The Churchill Downs Racetrack increase was primarily due to a record-breaking Derby Week, including increased NBC broadcast revenue, increased ticketing revenue, increased sponsorship and licensing revenue, and increased wagering revenue. The Kentucky HRM increase was primarily due to a $9 million increase from our Western Kentucky venues, an $8 million increase from our Southwestern Kentucky venues, an $8 million increase from our Northern Kentucky venues, and a $4 million increase from our Louisville venues. The Virginia HRM increase was primarily due to a $10 million net increase from our Northern Virginia venues and a $1 million increase from our Western Virginia venue, partially offset by a net $5 million decrease from Central Virginia venues primarily from increased competition.

•Wagering Services and Solutions revenue increased $12 million due to $9 million growth in our Horse Racing business from record-breaking Derby Week wagering, a $2 million net increase in our retail and online sportsbooks, and a $1 million increase from our Exacta business.

•Gaming revenue decreased $1 million primarily due to a $14 million net decrease from our Louisiana, Florida, and Mississippi properties primarily from the cessation of HRM operations in Louisiana in May 2025, partially offset by a $13 million increase in our New York, Indiana, Maryland, and Iowa properties.

•All Other revenue is consistent with the prior year. All intercompany captive revenue is eliminated in consolidation.

Consolidated Operating Expense

The following table is a summary of our consolidated operating expense:

	Three Months Ended March 31,				Change
	Three Months Ended June 30,				Change		Six Months Ended June 30,				Change
(in millions)	2026		2025				2026		2025
Gaming taxes and purses	$	~~170~~217	$	~~165~~213	$	54	$	387	$	378	$	9
Salaries and benefits	8690		8688		—2		176		174		2
Content expense	3851		3849		—2		89		87		2
Selling, general and administrative expense	5961		5561		4—		120		116		4
Depreciation and amortization	5659		5958		~~(3)~~1		115		117		(2)
Marketing and advertising	2131		2430		~~(3)~~1		52		54		(2)
Maintenance, insurance and utilities	2722		2122		6—		49		43		6
Property and other taxes	109		76		3		19		13		6
Transaction expense, net	1		—2		(1)		2		2		—
Other operating expense	52		53		(1)
Asset impairments, net	—		2		(2)		—		2		(2)
Total expense	$	520	$	508	$	12
Other operating expense	82		76		6		134		129		5
Total expense	$	623	$	607	$	16	$	1,143	$	1,115	$	28

Three and Six Months Ended ~~March~~June 3130, 2026, Compared to Three and Six Months Ended ~~March~~June 3130, 2025

Operating expenses increased $1216 million and $28 million for the three and six months ended ~~March~~June 3130, 2026 compared to ~~March~~June 3130, 2025 primarily due to ~~the~~higher ~~opening~~gaming taxes as a result of ~~Marshall~~increased ~~Yards~~revenues. inThe ~~Kentucky~~remaining increase is primarily driven by normal inflationary activity resulting in ~~February~~increased ~~2026~~operational costs.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED ~~MARCH~~JUNE 3130, 2026 2933

Adjusted EBITDA

We believe that the use of Adjusted EBITDA as a key performance measure of the results of operations enables management and investors to evaluate and compare from period to period our operating performance in a meaningful and consistent manner. Adjusted EBITDA is a supplemental measure of our performance that is not required by or presented in accordance with GAAP. Adjusted EBITDA should not be considered as an alternative to operating income as an indicator of performance, as an alternative to cash flows from operating activities as a measure of liquidity, or as an alternative to any other measure provided in accordance with GAAP.

	Three Months Ended March 31,				Change
	Three Months Ended June 30,				Change		Six Months Ended June 30,				Change
(in millions)	2026		2025				2026		2025
Live and Historical Racing	$	~~113~~318	$	~~102~~297	$	1121	$	431	$	399	$	32
Wagering Services and Solutions	4552		4148		4		97		89		8
Gaming	~~123~~133		~~124~~127		~~(1)~~6		256		251		5
Total Segment Adjusted EBITDA	~~281~~503		~~267~~472		1431		784		739		45
All Other	(2426)		(2221)		(25)		(50)		(43)		(7)
Total Adjusted EBITDA	$	~~257~~477	$	~~245~~451	$	1226	$	734	$	696	$	38

Three Months Ended ~~March~~June 3130, 2026, Compared to Three Months Ended ~~March~~June 3130, 2025

•Live and Historical Racing Adjusted EBITDA increased $1121 million due to a $916 million increase from ~~our~~Churchill ~~Kentucky~~Downs ~~HRM venues~~Racetrack, a $36 million ~~net~~ increase from our ~~Virginia~~Kentucky HRM venues, and a $1 million ~~net~~ increase from our ~~New~~Virginia ~~Hampshire~~HRM venues, partially offset by a $2 million decrease at our New Hampshire venues primarily due to the planned closure of our temporary Casino Salem venue during the construction of the Rockingham Grand Casino venue. The Churchill Downs Racetrack. increase was primarily due to a record-breaking Derby Week, including increased NBC broadcast revenue, increased ticketing revenue, increased sponsorship and licensing revenue, and increased wagering revenue, partially offset by higher operating expenses. The Kentucky HRM increase was due to a $32 million increase from our ~~Western~~Northern Kentucky venues, a $32 million increase from our ~~Northern~~Southwestern Kentucky venues, and a $32 million increase from our ~~Louisville~~Western Kentucky venues. The Virginia HRM increase was primarily due to a $74 million net increase from our Northern Virginia venues, a $1 million increase from our Western Virginia venue, and a $1 million increase from our Southern Virginia venues, partially offset by a $45 million net decrease from our Central Virginia venues primarily from increased competition ~~and unfavorable weather~~.

•Wagering Services and Solutions Adjusted EBITDA increased $4 million ~~primarily~~due ~~from~~to ~~lower~~a ~~legal~~$3 ~~expenses~~million inincrease from our Horse Racing business and ~~growth~~a in$1 ~~our~~million ~~retail~~increase ~~sports~~from ~~betting~~our Exacta business.

•Gaming Adjusted EBITDA ~~decreased~~increased $16 million. Our ~~wholly-owned~~equity ~~gaming~~investments ~~properties~~increased ~~decreased~~ $34 million ~~primarily~~ from ~~the~~strong ~~cessation~~performance ofat ~~HRMs~~Rivers inDes ~~Louisiana~~Plaines in ~~May~~Illinois ~~2025~~and ~~that~~Miami ~~was~~Valley ~~partially~~Gaming ~~offset~~in byOhio. anOur ~~increase~~wholly-owned gaming properties increased $4 million from strong performance at our New York ~~property.~~venue, ~~Our~~partially ~~equity~~offset ~~investments~~by ~~increased~~a $2 million ~~from~~decrease ~~strong~~primarily ~~performance~~from atthe ~~Rivers~~cessation ~~Des~~of ~~Plaines~~HRM operations in ~~Illinois~~Louisiana ~~and Miami Valley Gaming~~ in ~~Ohio~~May 2025.

•All Other Adjusted EBITDA decreased $25 million primarily due to a reduction of corporate legal-related fees in the prior year quarter and claim development within our captive insurance company.

~~FORM~~Six ~~10-Q~~Months ~~FOR~~Ended ~~THE~~June 30, ~~QUARTERLY~~2026, ~~PERIOD~~Compared ~~ENDED~~to ~~MARCH~~Six ~~31,~~Months ~~2026~~Ended June 30, 2025

~~Reconciliation~~•Live and Historical Racing Adjusted EBITDA increased $32 million due to a $14 million increase from Churchill Downs Racetrack, a $15 million increase from our Kentucky HRM venues, and a $4 million increase from our Virginia HRM venues, partially offset by a $1 million decrease at our New Hampshire venues primarily due to the planned closure of ~~Comprehensive~~our ~~Income~~temporary Casino Salem venue during the construction of the Rockingham Grand Casino venue. The Churchill Downs Racetrack increase was primarily due to ~~Adjusted~~a ~~EBITDA~~record-breaking Derby Week, including increased NBC broadcast revenue, increased ticketing revenue, increased sponsorship and licensing revenue, and increased wagering revenue, partially offset by higher operating expenses. The Kentucky HRM increase was due to a $6 million increase from our Northern Kentucky venues, a $5 million increase from our Western Kentucky venues, a $2 million increase from our Southwestern Kentucky venues, and a $3 million increase from our Louisville venues. The Virginia HRM increase was primarily due to an $11 million net increase from our Northern Virginia venues, and a $2 million net increase from our Western Virginia and Southern Virginia venues, partially offset by a $9 million net decrease from our Central Virginia venues primarily from increased competition.

	Three Months Ended March 31,				Change
(in millions)	2026		2025
Net income and comprehensive income attributable to Churchill Downs Incorporated	$	83	$	77	$	6
Net income attributable to noncontrolling interest	—		—		—
Net income	83		77		6
Adjustments:
Depreciation and amortization	56		59		(3)
Interest expense	72		72		—
Income tax provision	30		19		11
Stock-based compensation expense	5		4		1
Pre-opening expense	3		4		(1)
Other expense, net	2		—		2
Transaction expense, net	1		—		1
Other income, expense:
Interest, depreciation and amortization expense related to equity investments	9		10		(1)
Other charges and recoveries, net	(4)		—		(4)
Total adjustments	174		168		6
Adjusted EBITDA	$	257	$	245	$	12


FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2026
			34

•Wagering Services and Solutions Adjusted EBITDA increased $8 million due to a $5 million increase from our Horse Racing business, a $2 million increase in online and retail sports betting, and a $1 million increase from our Exacta business.

•Gaming Adjusted EBITDA increased $5 million due to a $6 million increase from strong performance at Rivers Des Plaines in Illinois and Miami Valley Gaming in Ohio. Our wholly-owned gaming properties increased $7 million from our New York and Maryland venues, offset by a $8 million decrease from our other eight wholly-owned gaming venues.

•All Other Adjusted EBITDA decreased $7 million primarily due to a reduction of corporate legal-related fees in the prior year and claim development within our captive insurance company.

Reconciliation of Net Income to Adjusted EBITDA


	Three Months Ended June 30,				Change		Six Months Ended June 30,				Change
(in millions)	2026		2025				2026		2025
Net income attributable to Churchill Downs Incorporated	$	241	$	217	$	24	$	324	$	294	$	30
Net income attributable to noncontrolling interests	1		1		—		1		1		—
Net income	242		218		24		325		295		30

Adjustments
Depreciation and amortization	59		58		1		115		117		(2)
Interest expense	70		75		(5)		142		147		(5)
Income tax provision	86		74		12		116		93		23
Stock-based compensation expense	8		7		1		13		11		2

Pre-opening expense	2		2		—		5		6		(1)
Other expense, net	—		4		(4)		2		4		(2)
Asset impairments, net	—		2		(2)		—		2		(2)
Transaction expense, net	1		2		(1)		2		2		—
Other income, expense:
Interest, depreciation and amortization expense related to equity investments	10		10		—		19		20		(1)


Other charges and recoveries, net	(1)		(1)		—		(5)		(1)		(4)

Total adjustments	235		233		2		409		401		8
Adjusted EBITDA	$	477	$	451	$	26	$	734	$	696	$	38

Consolidated Balance Sheet

The following is a summary of our overall financial position:

(in millions)	~~March~~June 3130, 2026		December 31, 2025		Change
Total assets	$	7,~~485~~521	$	7,485	$	—36
Total liabilities	6,~~341~~130		6,429		(88299)
Total equity	1,~~096~~341		1,010		86331

Significant items affecting the comparability of our Condensed Consolidated Balance Sheets include:

•Total assets ~~remained~~increased ~~consistent~~$36 ~~for~~million ~~the~~driven ~~comparable~~by ~~periods~~an increase in restricted cash, accounts receivable, and other current assets, including prepaid insurance and information technology related items. These increases were partially offset by a decrease in income taxes receivable.

~~•Total~~FORM ~~liabilities~~10-Q ~~decreased~~FOR ~~$88~~THE ~~million~~QUARTERLY ~~driven~~PERIOD ~~primarily~~ENDED byJUNE ~~paydowns of the Revolver and payment of the annual dividend~~30, ~~partially~~2026 ~~offset by an increase in deferred revenue related to advance ticket sales and sponsorships for the Kentucky Oaks and Derby.~~ 35

•Total ~~equity~~liabilities ~~increased~~ decreased $86299 million driven primarily by ~~net~~a decrease in the outstanding balance on the Revolver, which is included in long-term debt, and decreases in current deferred revenue due to the recognition of revenue related to the 152nd Kentucky Derby, and a decrease in dividends payable due to the payment of the annual dividend. These decreases were partially offset by an increase in accounts payable, income taxes payable and deferred income taxes.

•Total equity increased $331 million driven by net income.

Liquidity and Capital Resources

The following table is a summary of our liquidity and cash flows:

(in millions)	~~Three~~Six Months Ended ~~March~~June 3130,				Change
Cash flows from:	2026		2025
Operating activities	$	~~295~~512	$	~~247~~487	$	4825
Investing activities	(61119)		(80166)		1947
Financing activities	(~~232~~387)		(~~148~~287)		(84100)

~~FORM~~Six ~~10-Q~~Months ~~FOR~~Ended ~~THE~~June 30, ~~QUARTERLY~~2026, ~~PERIOD~~Compared ~~ENDED~~to ~~MARCH~~the 31Six Months Ended June 30, ~~2026~~2025 31

~~Three~~•Cash ~~Months~~flows ~~Ended~~provided ~~March 31,~~by ~~2026~~operating activities increased $25 million driven primarily by an increase in net income and deferred taxes, ~~Compared~~partially tooffset by a decrease in income taxes. We anticipate that cash flows from operations and availability of borrowings under our credit facility over the ~~Three~~next ~~Months~~twelve ~~Ended~~months ~~March~~will ~~31,~~be ~~2025~~adequate to fund our business operations and capital expenditures.

•Cash flows ~~provided~~used byin ~~operating~~investing activities ~~increased~~decreased $4847 million ~~driven~~ primarily driven by adecreased ~~decrease in cash used for working~~ capital ~~and~~expenditures ~~an increase~~ in ~~net income and deferred taxes~~2026. We anticipate that cash flows from operations and availability of borrowings under our credit facility over the next twelve months will be adequate to fund our business operations and capital expenditures.

•Cash flows used in ~~investing~~financing activities ~~decreased~~increased $19100 million primarily driven by ~~decreased~~an ~~capital~~increase ~~expenditures~~in paydowns of the Revolver offset by the reduction of share repurchases in 2026.

~~•Cash~~We ~~flows~~have ~~used~~announced several project capital investments, including the following: Rockingham Grand Casino in ~~financing~~New ~~activities~~Hampshire ~~increased~~and Victory Run at Churchill Downs Racetrack. We currently expect our project capital to be approximately $84180 to $220 million ~~primarily~~in ~~driven~~2026, byalthough anthis ~~increase~~amount inmay ~~paydowns~~vary ofsignificantly based on the ~~Revolver~~timing ~~offset~~of bywork ~~the~~completed, ~~reduction~~unanticipated delays, and timing of ~~share~~payments ~~repurchases~~to inthird ~~2026~~parties.

We have announced several project capital investments, including the following: Finish Line Suites, The Mansion, and Victory Run at Churchill Downs Racetrack, and plans to redevelop Casino Salem into Rockingham Grand Casino in New Hampshire. We currently expect our project capital to be approximately $180 to $220 million in 2026, although this amount may vary significantly based on the timing of work completed, unanticipated delays, and timing of payments to third parties.

Common Stock Repurchase Program

On July 22, 2025, the Board of Directors of the Company approved a common stock repurchase program of up to $500 million (the "July 2025 Stock Repurchase Program"). The July 2025 Stock Repurchase Program includes and is not in addition to the $169 million previously remaining under the ~~prior~~ March 2025 Stock Repurchase Program. Share repurchases may be made at management’s discretion from time to time in the open market (either with or without a 10b5-1 plan) or through privately negotiated transactions. The repurchase program has no time limit and may be suspended or discontinued at any time. We had approximately $430 million of repurchase authority remaining under the July 2025 Stock Repurchase Program at ~~March 31~~June 30, 2026, based on trade date.

On March 12, 2025, the Board of Directors of the Company approved a new common stock repurchase program of up to $500 million (the "March 2025 Stock Repurchase Program"). The March 2025 Stock Repurchase Program included and was not in addition to any unspent amount remaining under the prior authorization. As described above, the March 2025 Stock Repurchase Program has since been replaced by the July 2025 Stock Repurchase Program.


FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2026
			36

Credit Facilities and Indebtedness

The following table presents our debt outstanding:


(in millions)	June 30, 2026		December 31, 2025		Change
Revolver	$	329	$	657	$	(328)

Term Loan B-1 due 2028	284		286		(2)
Term Loan A due 2029	1,082		1,112		(30)
2027 Senior Notes	600		600		—
2028 Senior Notes	700		700		—
2030 Senior Notes	1,200		1,200		—
2031 Senior Notes	600		600		—
Total debt	4,795		5,155		(360)
Current maturities of long-term debt and notes payable	(663)		(63)		(600)
Total debt, net of current maturities	4,132		5,092		(960)
Issuance costs, net of premiums and discounts	(22)		(25)		3
Net debt	$	4,110	$	5,067	$	(957)

(in millions)	March 31, 2026		December 31, 2025		Change
Revolver	$	469	$	657	$	(188)
Term Loan B-1 due 2028	285		286		(1)
Term Loan A due 2029	1,097		1,112		(15)
2027 Senior Notes	600		600		—
2028 Senior Notes	700		700		—
2030 Senior Notes	1,200		1,200		—
2031 Senior Notes	600		600		—
Total debt	4,951		5,155		(204)
Current maturities of long-term debt	(63)		(63)		—
Total debt, net of current maturities	4,888		5,092		(204)
Issuance costs, net of premiums and discounts	(23)		(25)		2
Net debt	$	4,865	$	5,067	$	(202)

Credit Agreement

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026 32

On February 14, 2025, the Company announced that it closed the seventh amendment of the Credit Agreement. The seventh amendment to the Credit Agreement (i) reduced the interest rate margin applicable to the Term Loan B-1 by 0.25%, from Secured Overnight Financing Rate ("SOFR") plus 200 basis points to SOFR plus 175 basis points, (ii) eliminated the 0.10% credit spread adjustment previously applicable to the Term Loan B-1, and (iii) made certain other amendments to the Credit Agreement, as set forth therein.

The Term Loan B-1 requires quarterly payments of 0.25% of the original $300 million balance. The Term Loan B-1 may be subject to additional mandatory prepayment from excess cash flow on an annual basis per the provisions of the Credit Agreement.

The Revolver and Term Loan A bear interest at SOFR plus 10 basis points, plus a variable applicable margin which is determined by the Company's net leverage ratio. As of ~~March~~June 3130, 2026, that applicable margin was 150 basis points, which was based on the pricing grid in the Credit Agreement. The Company had $~~722~~ 861 million available borrowing capacity ~~under the Revolver~~, after consideration of $8 10 million in outstanding letters of credit, under the Revolver as of ~~March~~June 3130, 2026.

The Company is required to pay a commitment fee on the unused portion of the Revolver as determined by a pricing grid based on the consolidated total net secured leverage ratio of the Company. For the period ended ~~March~~June 3130, 2026, the Company's commitment fee rate was 0.25%.

The estimated contractual payments, including interest, under the Credit Agreement for the next twelve months are estimated to be $~~161~~ 152 million assuming no change in the weighted average borrowing rate of 5.3027%, which was in place as of ~~March~~June 3130, 2026. During the ~~three~~six months ended ~~March~~June 3130, 2026, we had repayments of principal and interest on the Credit Agreement of $~~475 million~~1.1 billion.

2027 Senior Notes


FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2026
			37

2028 Senior Notes

2030 Senior Notes

2031 Senior Notes

Leases

The Company leases certain real estate and other property. Most of our building and land leases have terms of 2 to 10 years and include one or more options to renew, with renewal terms that can extend the lease term ~~from~~by 1 to 5 years or more. Certain of our lease agreements include lease payments based on a percentage of net gaming revenue and others include periodic rental payment adjustments for inflation. As of ~~March~~June 3130, 2026, minimum rent payable under operating leases was $53 52 million, with $7 million due in the next twelve months. As of ~~March~~June 3130, 2026, minimum rent payable accounted for as financing obligations was $33 32 million, with $4 million due in the next twelve months.

Other Contractual Obligations

The Company has other contractual obligations with commitments of $119 million, $2 million of which is due within the next twelve months.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026 33

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risks arising from adverse changes in:

•general economic trends; and

•interest rate and credit risk.

General economic trends

Our business is sensitive to consumer confidence and reductions in consumers' discretionary spending, which may result from challenging economic conditions, interest rate fluctuations, unemployment levels and other changes in the economy. Demand for entertainment and leisure activities is sensitive to consumers’ disposable incomes, which can be adversely affected by economic conditions and unemployment levels. This could result in fewer patrons visiting our racetracks, HRM entertainment venues, online wagering sites, and gaming facilities, and/or may impact our customers’ ability to wager with the same frequency and to maintain wagering levels.


FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2026
			38

Interest rate and credit risk

Our primary exposure to market risk relates to changes in interest rates. On ~~March~~June 3130, 2026, we had $1.97 billion outstanding under our Credit Agreement, which bears interest at SOFR based variable rates. We are exposed to market risk on variable rate debt due to potential adverse changes in these rates. Assuming the outstanding balance of the debt facility remains constant, a one-percentage point increase in the SOFR rate would reduce net income and cash flows from operating activities by $1413 million.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

As required by the Securities and Exchange Commission Rule 13a-15(e), we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~March~~June 3130, 2026. Based upon the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

During the quarter ended March 31, 2026, the Company completed the implementation of a new financial reporting system. In connection with the implementation, the Company modified and enhanced ~~our~~its controls and reporting capabilities. Management believes the controls are appropriately designed and will continue to evaluate the effectiveness of its information technology and overall controls. There have been no other changes in our internal control over financial reporting, as defined in Rule 13a-15(f) of the Act, during the period covered by this report that have materially affected, or are reasonably likely to materially affect, ~~our~~the Company's internal control over financial reporting.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED ~~MARCH~~JUNE 3130, 2026 3439

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are involved in ordinary routine litigation matters which are incidental to our business. Refer to Note 14, Contingencies, in the notes to our condensed consolidated financial statements, for further information.

ITEM 1A. RISK FACTORS

There have been no material changes to our risk factors previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Common Stock

The following table provides information with respect to shares of common stock that we repurchased during the quarter ended June 30, 2026:

Period	Total Number of Shares Purchased (1)(2)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (in millions) (1)
January 2026	—	$	—	—	$	430.0
April 2026	286	$	85.76	—	$	430.0
February 2026	29,826	92.86		—	430.0
May 2026	76	85.47		—	430.0
March 2026	313	93.29		—	430.0
June 2026	230	88.09		—	430.0
Total	~~30,139~~592	$	~~92.~~86.63	—

(1)On July 22, 2025, the Board of Directors of the Company approved a common stock repurchase program of up to $500 million (the "July 2025 Stock Repurchase Program"). The July 2025 Stock Repurchase Program includes and is not in addition to the $169 million previously remaining under the March 2025 Stock Repurchase Program authorization. Share repurchases may be made at management's discretion from time to time in the open market (either with or without a 10b5-1 plan) or through privately negotiated transactions. The repurchase program has no time limit and may be suspended or discontinued at any time.

(2)Includes shares withheld to pay taxes on the vesting of restricted stock, and restricted stock units, ~~and performance share units~~ or to pay taxes on the exercise of stock options granted to employees.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

During the fiscal quarter ended ~~March~~June 3130, 2026, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1 or any non-Rule 10b5-1 trading arrangement.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED ~~MARCH~~JUNE 3130, 2026 3540

ITEM 6. EXHIBITS

Number

Description

By reference to:

10.01

Churchill Downs Incorporated Performance Share Unit Agreement Form pursuant to the 2025 Omnibus Stock and Incentive Plan*†

10.02

Churchill Downs Incorporated Restricted Share Unit Agreement Form pursuant to the 2025 Omnibus Stock and Incentive Plan*†

31(a)

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

31(b)

Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

Certification of Chief Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished pursuant to Rule 13a – 14(b))**

101.INS

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH

Inline XBRL Taxonomy Extension Schema Document*

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document*

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document*

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document*

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document*

104

Cover Page Interactive Data File (embedded as Inline XBRL and contained in Exhibit 101)

† Management contract or compensatory plan or arrangement

*filed herewith

**furnished herewith

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED ~~MARCH~~JUNE 3130, 2026 3641

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 thereunto duly authorized.

			CHURCHILL DOWNS INCORPORATED
April 22, 2026			/s/ William C. Carstanjen
July 29, 2026			/s/ William C. Carstanjen
			William C. Carstanjen
			Chief Executive Officer
			(Principal Executive Officer)
April 22, 2026			/s/ Marcia A. Dall
July 29, 2026			/s/ Marcia A. Dall
			Marcia A. Dall
			Executive Vice President and Chief Financial Officer
			(Principal Financial and Accounting Officer)

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED ~~MARCH~~JUNE 3130, 2026 3742

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