Churchill Downs Inc 10-Q

ITEM 5. OTHER INFORMATION During the fiscal quarter ended June 30, 2025, 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 JUNE 30, 2025 41 ITEM 6. EXHIBITS Number Description By reference to: 10.01 Churchill Downs Incorporated 2025 Omnibus Stock and Incentive Plan. Exhibit 4.1 to the Registration Statement on Form S-8 dated April 24, 2025. 10.02 Form of Churchill Downs Incorporated Non-Employee Director Restricted Share Agreement* 10.03 Form of Churchill Downs Incorporated Non-Employee Director Restricted Share Unit Agreement* 10.04 Memorandum of Understanding by and between Maureen Adams and Churchill Downs Incorporated† Exhibit 10.1 to the Current Report on Form 8-K dated June 26, 2025. 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* 32 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 JUNE 30, 2025 42 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 July 23, 2025 /s/ William C. Carstanjen William C. Carstanjen Chief Executive Officer (Principal Executive Officer) July 23, 2025 /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 JUNE 30, 2025 43