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Live and Historical Racing, Wagering Services and Solutions, and Gaming.
−Removed: 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.
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The demographic profile of our guests, global television viewership, and long-running nature of this iconic event are attractive to sponsors and corporate partners, especially those with luxury and/or marquee brands.
−Removed: Churchill Down Racetrack conducts approximately 80 live race days each year.
Churchill Downs Racetrack is located on 175 acres and has a one-mile dirt track, a 7/8-mile turf track, a stabling area, and a variety of areas, structures, and buildings that provide reserved seating for our patrons.
+Added: Churchill Downs Racetrack conducts approximately 80 live race days each year
Churchill Downs Racetrack has one of the largest 4K video boards in the world sitting 80 feet above the ground and measuring 171 feet wide by 90 feet tall.
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We have a state-of-the-art equine medical center and quarantine barns on the backside area of Churchill Downs Racetrack which reinforces our ongoing commitment to equine safety and supports our long-term international growth strategy.
−Removed: The Churchill Downs Racetrack facility also includes a simulcast wagering facility.
+Added: The Churchill Downs Racetrack facility also includes a simulcast wagering area.
We also own 83 acres of land at our auxiliary training facility, which is five miles from Churchill Downs Racetrack.
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Since 2021, we have completed several major multi-year capital investments at Churchill Downs Racetrack:
−Removed: The Homestretch Club, the First Turn Experience, the Jockey Club Suites renovation, and the Paddock Project.
+Added: The Homestretch Club, the First Turn Club, the Jockey Club Suites renovation, the Paddock Project, and the Starting Gate Pavilion and Courtyard.
These investments transformed key areas of Churchill Downs Racetrack that enhance the experience for our guests.
−Removed: The Paddock Project was completed for the 150th running of the Kentucky Derby.
−Removed: The redesigned area improved the flow of guests throughout the paddock.
−Removed: The Paddock Project created a larger paddock walking ring for viewing the horses prior to the races, a new Paddock Club in the area on the first floor under the Twin Spires providing views of the paddock and views of the tunnel that the horses walk through, new hospitality and other amenities for guests in certain areas of the third floor clubhouse seats, and new terraces overlooking the paddock.
−Removed: The Company is also investing up to $85 million to renovate the Starting Gate Pavilion and Courtyard to enhance the existing grandstand and provide improved amenities for the 151st Kentucky Derby in May 2025.
−Removed: Historical Racing Properties
−Removed: The following table summarizes key information regarding our current historical racing properties:
−Removed: State Property City/ Location Floor Space (Sq.
−Removed: ft.) Historical Racing Machines ("HRMs") Retail Race & Sportsbook (a)
−Removed: Kentucky Derby City Gaming & Hotel Louisville, Kentucky 55,000 1,270 ü
−Removed: Kentucky Derby City Gaming Downtown Louisville, Kentucky 43,000 450 ü
−Removed: Kentucky Turfway Park Northern Kentucky 45,000 810 ü
−Removed: Kentucky Newport Northern Kentucky 23,000 460 ü
−Removed: Kentucky Oak Grove Southwestern Kentucky 180,000 1,240 ü
−Removed: Kentucky Marshall Yards (b)
−Removed: Southwestern Kentucky 9,000 250 ü
−Removed: Kentucky Ellis Park Western Kentucky 40,000 300 ü
−Removed: Kentucky Owensboro (c)
−Removed: Western Kentucky 24,000 600 ü
−Removed: New Hampshire Chasers (d)
−Removed: Salem, New Hampshire 4,000 (d) N/A
−Removed: Virginia Colonial Downs / Rosie's New Kent / Central Virginia 127,000 490 N/A
−Removed: Virginia Rosie's (e)
−Removed: Richmond / Central Virginia 54,000 1,200 N/A
−Removed: Virginia Roseshire (f)
−Removed: Henrico County / Central Virginia 7,000 175 N/A
−Removed: Virginia Rosie's Dumfries / Northern Virginia 19,000 150 N/A
−Removed: Virginia The Rose Dumfries / Northern Virginia 58,000 1,650 N/A
−Removed: Virginia Rosie's Hampton / Southern Virginia 38,000 700 N/A
−Removed: Virginia Rosie's Emporia / Southern Virginia 22,000 150 N/A
−Removed: Virginia Rosie's Collinsville / Southern Virginia 2,000 40 N/A
−Removed: Virginia Rosie's Vinton / Western Virginia 15,000 470 N/A
+Added: The Starting Gate Pavilion and Courtyard was completed for the 151st running of the Kentucky Derby.
+Added: The renovations transformed existing outdoor aluminum bleachers into updated seating options including covered and uncovered stadium-style seats as well as rail boxes along the dirt track’s outer rail that offer a "trackside" seating experience where guests can watch horses break from the Kentucky Derby Starting Gate.
+Added: The renovations created a more upscale social environment by converting
+Added: the existing second-floor amenity area into a covered outdoor garden environment with new concessions, bars and wagering windows.
+Added: The Company is investing up to $30 million to renovate the existing Finish Line Suites and The Mansion to enhance the existing areas and provide improved amenities for the 152nd Kentucky Derby in May 2026.
+Added: The Company is also investing $280-$300 million to build a new building on the first turn of the Churchill Downs Racetrack between the First Turn Club and the Skye Terrace.
+Added: The Company anticipates construction of this new building will begin following the 2026 Kentucky Derby and will be completed by the 2028 Kentucky Derby.
+Added: Historical Racing Entertainment Venues
+Added: The following table summarizes key information regarding our current historical racing entertainment venues:
+Added: Location Property Floor Space (Sq.
+Added: ft.) Historical Racing Machines ("HRMs") Retail Sportsbook (a)
+Added: Louisville Derby City Gaming & Hotel 55,000 1,270 ü
+Added: Louisville Derby City Gaming Downtown 43,000 450 ü
+Added: Northern Turfway Park 45,000 810 ü
+Added: Northern Newport 23,000 460 ü
+Added: Southwestern Oak Grove 55,000 1,240 ü
+Added: Southwestern Marshall Yards 9,000 225 ü
+Added: Western Ellis Park 40,000 300 ü
+Added: Western Owensboro 30,000 600 ü
+Added: Central Colonial Downs / Rosie's New Kent 21,000 490 N/A
+Added: Central Rosie's Richmond 55,000 1,200 N/A
+Added: Central Roseshire / Henrico
+Added: 7,000 175 N/A
+Added: Northern The Rose 58,000 1,610 N/A
+Added: Southern Rosie's Hampton 38,000 700 N/A
+Added: Southern Rosie's Emporia 22,000 150 N/A
+Added: Southern Rosie's Collinsville 2,000 40 N/A
+Added: Western Rosie's Vinton 33,000 470 N/A
+Added: New Hampshire
+Added: Salem Chasers 4,000 N/A N/A
Total 540,000 10,190
(a) The Company's retail sports betting business is included in the Wagering Services and Solutions segment.
−Removed: (b) The Company plans to open Marshall Yards Racing & Gaming in the first quarter of 2026.
−Removed: (c) The Company opened Owensboro Racing & Gaming in February 2025.
−Removed: (d) The Company plans to build a new charitable gaming facility to accommodate HRMs and table games.
−Removed: (e) The Company plans to expand Rosie's Richmond HRM venue to accommodate a total of 1,200 HRMs in the third quarter of 2025.
−Removed: (f) The Company plans to open the Roseshire in Henrico County in the fourth quarter of 2025.
Derby City Gaming & Hotel ("Derby City Gaming") opened in September 2018 in Louisville, Kentucky.
−Removed: Derby City Gaming is a state-of-the-art HRM facility located at the Churchill Downs Racetrack auxiliary training facility and has a center bar with large format televisions, two food venues, an open-air gaming patio, and retail sports betting.
+Added: Derby City Gaming is a state-of-the-art HRM facility located at the Churchill Downs Racetrack auxiliary training facility and has a center bar with large format televisions, two food venues, an open-air gaming patio, and a retail sportsbook.
Derby City Gaming was expanded in the second quarter of 2023.
−Removed: The expansion included a 123-room hotel, a VIP gaming area, a new sports bar, a stage for live entertainment, and an upscale-casual restaurant and bar.
+Added: The expansion included a 123-room hotel, a VIP gaming area, a sports bar, a stage for live entertainment, and an upscale restaurant and bar.
Derby City Gaming Downtown ("DCG Downtown") opened in December 2023 in downtown Louisville, Kentucky.
−Removed: DCG Downtown has a gaming area, a main-level sports bar with a stage for live entertainment, retail sports betting, a premium bourbon bar, and an elegant wine lounge for guests, including locals, tourists, and convention attendees.
+Added: DCG Downtown has a gaming area, a main-level sports bar with a stage for live entertainment, a premium bourbon bar, an elegant wine lounge for guests, including locals, tourists, and convention attendees, and a retail sportsbook.
Northern Kentucky
Newport Racing & Gaming ("Newport") opened in October 2020 and is located within three miles of Cincinnati, Ohio.
−Removed: Newport is an HRM entertainment venue that includes a simulcast area, food and beverage offerings, and retail sports betting.
+Added: Newport is an HRM entertainment venue that includes a simulcast area, food and beverage offerings, and a retail sportsbook.
Turfway Park Racing & Gaming ("Turfway Park") opened in September 2022 in Northern Kentucky.
−Removed: Turfway Park is a state-of-the-art live thoroughbred racing and HRM entertainment venue with an event center, food and beverage offerings, and retail sports betting.
+Added: Turfway Park is a state-of-the-art live thoroughbred racing and HRM entertainment venue with an event center, food and beverage offerings, and a retail sportsbook.
Southwestern Kentucky
Oak Grove Racing, Gaming & Hotel ("Oak Grove") opened in 2020 and is located approximately one-hour north of Nashville, Tennessee.
−Removed: Oak Grove is a premier state-of-the-art live harness racing and HRM entertainment venue with a 128-room hotel, a simulcast center, event center, an amphitheater, recreational vehicle park, equestrian center, and retail sports betting.
−Removed: Marshall Yards Racing & Gaming ("Marshall Yards") is expected to open in the first quarter 2026 in Calvert City, Kentucky.
−Removed: The new state-of-the-art HRM entertainment venue will have 250 HRMs, a sports bar, retail sportsbook, and a simulcast center.
+Added: Oak Grove is a premier live harness racing and HRM entertainment venue with a 151-room hotel, an event center, an amphitheater, recreational vehicle park, equestrian center, a retail sportsbook and a simulcast wagering area.
+Added: Marshall Yards Racing & Gaming ("Marshall Yards") held its grand opening on February 25, 2026 in Calvert City, Kentucky.
+Added: The new state-of-the-art HRM entertainment venue has 225 HRMs, food and beverage offerings, a retail sportsbook, and a simulcast wagering area.
Western Kentucky
Ellis Park Racing & Gaming ("Ellis Park") was acquired by the Company in September 2022 and is located five miles from Evansville, Indiana.
−Removed: Ellis Park is a live thoroughbred racing and HRM entertainment venue with food and beverage offerings and retail sports betting.
−Removed: Owensboro Racing & Gaming ("Owensboro") opened in February 2025 in Owensboro, Kentucky with 600 HRMs, a retail sportsbook, simulcast wagering, and multiple food and beverage offerings.
−Removed: Colonial Downs Racetrack ("Colonial Downs") and six historical racing entertainment venues across Virginia were acquired by the Company in November 2022.
−Removed: Colonial Downs has a dirt track, the widest turf track oval in North America, a simulcast area, food and beverage offerings, and two off-track betting facilities ("OTBs").
+Added: Ellis Park is a live thoroughbred racing and HRM entertainment venue with food and beverage offerings, a retail sportsbook, and a simulcast wagering area.
+Added: Owensboro Racing & Gaming ("Owensboro") opened in February 2025 in Owensboro, Kentucky with 600 HRMs, food and beverage offerings, a retail sportsbook, and a simulcast wagering area.
+Added: Northern Virginia
+Added: The Rose Gaming Resort ("The Rose") in Dumfries, Virginia was opened by the Company in November 2024 with 1,650 HRMs, a 102-room hotel, eight food and beverage offerings, and a simulcast wagering area.
+Added: The Company consolidated the Dumfries HRM venue in Dumfries, Virginia into The Rose in August 2025.
+Added: Central Virginia
+Added: Rosie’s Richmond in Richmond, Virginia was opened in June 2019 and acquired by the Company in November 2022.
+Added: Rosie's Richmond was expanded in 2025 and now features 1,200 HRMs, food and beverage offerings, a center bar, and a simulcast wagering area.
+Added: Colonial Downs Racetrack ("Colonial Downs") in New Kent, Virginia was opened in June 2019 and acquired by the Company in November 2022.
+Added: Colonial Downs has a dirt track, the widest turf track oval in North America, food and beverage offerings, a simulcast wagering area, and one off-track betting facility ("OTB").
Colonial Downs conducts approximately 30 - 40 live race days each year with plans to increase up to 50 live race days per year.
−Removed: The Company has also created the Virginia Derby to be held in March 2025 as a qualifying race to the Kentucky Derby.
−Removed: Rosie's Emporia was opened in September 2023 in Emporia, Virginia with 150 HRMs and a restaurant and bar.
−Removed: The Rose Gaming Resort ("The Rose") was opened in November 2024 in Dumfries, Virginia with a 102-room hotel, eight food and beverage options, and 1,650 HRMs.
−Removed: Rosie’s Richmond is located in Richmond, Virginia and features 750 HRMs, a simulcast wagering area, food & beverage offerings, and a center bar.
−Removed: Rosie’s Richmond will be expanded by the third quarter of 2025 to add an additional 450 HRMs.
−Removed: Rosie’s Hampton is located in Hampton, Virginia and features 700 HRMs, a simulcast wagering area, and a food & beverage outlet.
−Removed: Roseshire in Henrico County is expected to open in the fourth quarter of 2025 as a state-of-the-art HRM entertainment venue in Henrico County, Virginia.
−Removed: Roseshire will open with 175 HRMs.
+Added: The Company created the Virginia Derby in March of each year as a qualifying race to the Kentucky Derby.
+Added: Roseshire Gaming Parlor ("Roseshire") in Henrico County, Virginia was opened by the Company in September 2025 with 175 HRMs, food and beverage offerings, and a simulcast wagering area.
+Added: Southern Virginia
+Added: Rosie’s Hampton in Hampton, Virginia was opened in October 2019 and acquired by the Company in November 2022 and features 700 HRMs, food and beverage offerings, and a simulcast wagering area.
+Added: Rosie's Emporia in Emporia, Virginia was opened in September 2023 with 150 HRMs, food and beverage offerings, and a simulcast wagering area.
+Added: Rosie's Collinsville in Collinsville, Virginia was opened in July 2021 and acquired by the Company in November 2022 and features approximately 40 HRMs and a simulcast wagering area.
+Added: Western Virginia
+Added: Rosie’s Vinton in Vinton, Virginia was opened in May 2019 and acquired by the Company in November 2022 and features 470 HRMs, food and beverage offerings, and a simulcast wagering area.
New Hampshire
−Removed: Chasers Poker Room ("Chasers") was acquired in 2022 and is in Salem, New Hampshire.
+Added: The Company acquired 90% of the outstanding equity interests related to Casino Salem in Salem, New Hampshire in August 2025.
+Added: The Company announced in January 2026 that Casino Salem will be redeveloped as Rockingham Grand Casino ("Rockingham").
+Added: Rockingham will occupy a 160,000 square-foot facility at Rockingham Mall.
+Added: The venue will feature 825 historical racing machines, 32 table games, 12 electronic table game seats, a 900-seat live entertainment venue, food and beverage offerings, including a center bar and full-service sports bar and restaurant.
+Added: The Company plans to open Rockingham in mid-2027 with an expected capital investment of $180-200 million.
+Added: Chasers Poker Room ("Chasers") in Salem, New Hampshire was acquired in 2022.
Chasers is a charitable gaming facility that offers poker and a variety of table games.
Wagering Services and Solutions
−Removed: The Wagering Services and Solutions segment includes the revenue and expenses from pari-mutuel wagers through TwinSpires, our retail and online sports betting business, United Tote Company ("United Tote"), and Exacta Systems, LLC ("Exacta").
+Added: The Wagering Services and Solutions segment includes the revenue and expenses from TwinSpires, United Tote Company ("United Tote"), Exacta Systems, LLC ("Exacta"), and sports betting.
TwinSpires is an advance deposit wagering ("ADW") business that operates the online horse racing wagering business for TwinSpires.com, BetAmerica.com, and other white-label platforms, facilitates high dollar wagering by certain customers, and provides the Bloodstock Research Information Services platform for horse racing statistical data.
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Under these arrangements, we typically provide an ADW platform and related operational services while the third-party typically provides the brand, marketing, and limited customer functions.
−Removed: Sports Betting
−Removed: Our sports betting business includes the results of our retail sportsbooks at our wholly owned properties and online sports betting through third parties.
−Removed: We have executed strategic market access agreements with Bet365 in Pennsylvania, Golden Nugget in Indiana, and various market access partners in Kentucky.
−Removed: The Company also operates retail sports betting at certain of its racetracks and HRM and gaming facilities.
United Tote manufactures and operates pari-mutuel wagering systems for racetracks, OTBs, and other pari-mutuel wagering businesses.
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In April 2024, the Company completed the sale of 49% of United Tote, a wholly owned subsidiary of CDI, to NYRA Content Management Solutions, LLC ("NYRA"), a subsidiary of the New York Racing Association, Inc.
−Removed: Exacta was acquired by the Company on August 22, 2023.
+Added: Exacta was acquired by the Company in August 2023.
Exacta is a leading provider of central determinant system technology in HRMs across the country.
−Removed: Exacta's system architecture supports multiple game vendors and virtually unlimited math modeling capabilities on a single central determinant system enabling Exacta to deliver a diverse gaming library to Company owned and third-party HRM entertainment venues in Virginia, Kentucky, Wyoming, New Hampshire, and is expanding internationally.
+Added: Exacta's system architecture supports multiple game vendors and virtually unlimited math modeling capabilities on a single central determinant system enabling Exacta to deliver a diverse gaming library to Company owned and third-party HRM entertainment venues in Virginia, Kentucky, Wyoming, New Hampshire, Kansas, and Alabama.
+Added: Exacta is also expanding internationally.
+Added: Sports Betting
+Added: Our sports betting business includes the results of our retail sportsbooks at our wholly owned properties and online sports betting through third parties.
+Added: We have executed strategic third-party market access agreements with Bet365 in Pennsylvania, Golden Nugget in Indiana, and with various market access partners in Kentucky.
The Gaming segment includes revenue and expenses for the casino properties and associated racetracks which support the casino license.
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Louisiana Fair Grounds Race Course and Slots and Video Services LLC 145 33,000 1,540 N/A N/A ü
−Removed: Maine Oxford Casino and Hotel 97 27,000 970 23 107 N/A
+Added: Maine Oxford Casino and Hotel 97 40,000 955 22 107 ü
Maryland Ocean Downs Casino and Racetrack 167 70,000 900 19 N/A ü
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Total 646,000 14,335 356 669
−Removed: (a) Includes HRMs and video poker machines at Fair Grounds Race Course and Slots and Video Services LLC.
+Added: (a) Includes video poker machines at Fair Grounds Race Course and Slots and Video Services LLC.
(b) The Company's retail sports betting business at its wholly owned properties is included in the Wagering Services and Solutions segment.
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Calder Casino ("Calder") in Miami Gardens, Florida is located near Hard Rock Stadium, home of the Miami Dolphins.
−Removed: Calder offers two dining facilities and an entertainment venue.
+Added: Calder is a gaming facility with food and beverage offerings and an entertainment venue.
Calder is located on 54 acres of land, and the Company may sell 15-20 acres of this land in the future for retail development.
−Removed: The Terre Haute Casino Resort ("Terre Haute") gaming entertainment venue was opened in April 2024 and a luxury hotel was opened in May 2024 in Terre Haute, Indiana.
−Removed: Terre Haute has 1,040 slot machines, 36 table games, a state-of-the-art sportsbook, and offers regionally inspired food and beverage amenities.
−Removed: The Company acquired Hard Rock Hotel and Casino in Sioux City, Iowa ("Hard Rock Iowa") in November 2022, which is a gaming facility and hotel with food and beverage offerings, a retail sportsbook, and entertainment venues.
−Removed: Fair Grounds Race Course & Slots ("Fair Grounds") is located in New Orleans, Louisiana.
−Removed: Fair Grounds is a gaming facility and racecourse with a bar, simulcast facility, dirt and turf track, and stabling area.
+Added: The Terre Haute Casino Resort ("Terre Haute") was opened by the Company in April 2024 and a hotel was opened by the Company in May 2024 in Terre Haute, Indiana.
+Added: Terre Haute is a gaming facility with food and beverage offerings and a retail sportsbook.
+Added: Hard Rock Hotel and Casino in Sioux City, Iowa ("Hard Rock Iowa") was acquired in November 2022 and is a gaming facility with a hotel, food and beverage offerings, entertainment venues, and a retail sportsbook.
+Added: Fair Grounds Race Course & Slots ("Fair Grounds") in New Orleans, Louisiana is a gaming facility and racecourse with food and beverage offerings, a simulcast wagering area, dirt and turf track, and stabling area.
Fair Grounds conducts approximately 75 live racing days each year.
−Removed: The facility includes clubhouse and grandstand seating for approximately 5,000 guests, a general admissions area, several dining facilities, and a retail sportsbook.
+Added: The facility includes clubhouse and grandstand seating for approximately 5,000 guests, a general admissions area, food and beverage offerings, and a retail sportsbook.
The stable area consists of barns that can accommodate approximately 1,900 horses and living quarters for approximately 130 people.
−Removed: Fair Grounds also owns and operates 15 OTBs, 13 of which have over 500 HRMs.
−Removed: Video Services LLC ("VSI") is the owner and operator of video poker machines in 13 of those OTBs in Louisiana.
−Removed: Oxford Casino and Hotel is located in Oxford, Maine and is a gaming facility with a hotel and a dining facility.
−Removed: Ocean Downs Casino and Racetrack ("Ocean Downs") is located in Berlin, Maryland.
−Removed: Ocean Downs is a gaming facility with several dining options, a retail sportsbook, and a racetrack that conducts approximately 45 live harness racing days each year.
−Removed: Harlow’s Casino Resort and Spa is located in Greenville, Mississippi, and is a gaming facility and hotel with two dining facilities and a retail sportsbook.
−Removed: Riverwalk Casino Hotel is located in Vicksburg, Mississippi, and is a gaming facility and hotel with two dining facilities and a retail sportsbook.
−Removed: Del Lago Resort and Casino ("del Lago") was acquired by the Company in November 2022 and is located in Waterloo, New York.
−Removed: Del Lago is a gaming facility and a hotel with several dining options and a retail sportsbook.
−Removed: Presque Isle Downs and Casino ("Presque Isle") is located in Erie, Pennsylvania.
−Removed: Presque Isle is a gaming facility with three dining facilities, a retail sportsbook, an entertainment venue and thoroughbred racetrack that conducts approximately 80 live racing days each year.
+Added: Fair Grounds also owns and operates 13 OTBs.
+Added: Video Services LLC ("VSI") is the owner and operator of video poker machines in all 13 of those OTBs in Louisiana.
+Added: Oxford Casino and Hotel in Oxford, Maine is a gaming facility with a hotel, food and beverage offerings, and a retail sportsbook.
+Added: Ocean Downs Casino and Racetrack ("Ocean Downs") in Berlin, Maryland is a gaming facility with food and beverage offerings, a retail sportsbook, and a racetrack that conducts approximately 45 live harness racing days each year.
+Added: Harlow’s Casino Resort and Spa in Greenville, Mississippi is a gaming facility with a hotel, food and beverage offerings, and a retail sportsbook.
+Added: Riverwalk Casino Hotel in Vicksburg, Mississippi is a gaming facility with a hotel, food and beverage offerings, and a retail sportsbook.
+Added: Del Lago Resort and Casino ("del Lago") in Waterloo, New York was acquired by the Company in November 2022.
+Added: Del Lago is a gaming facility with a hotel, food and beverage offerings, and a retail sportsbook.
+Added: Presque Isle Downs and Casino ("Presque Isle") in Erie, Pennsylvania is a gaming facility with food and beverage options, an entertainment venue, a retail sportsbook, and thoroughbred racetrack that conducts approximately 80 live racing days each year.
Equity Investments
−Removed: The Company has a 61.3% equity ownership in Midwest Gaming Holdings, LLC ("Midwest Gaming"), the parent company of Rivers Casino Des Plaines ("Rivers Des Plaines"), located in Des Plaines, Illinois.
−Removed: Rivers Des Plaines is a gaming entertainment venue located on 21 acres and has seven dining facilities, an approximate 5,000 square-foot state-of-the-art BetRivers Sports Bar, and a 10,000 square-foot ballroom for private events and live entertainment.
−Removed: The Company has a 50% equity investment in Miami Valley Gaming and Racing ("MVG") located just north of Cincinnati, Ohio.
−Removed: MVG is a gaming entertainment venue with a harness racetrack, a racing simulcast center, multiple food and drink offerings, and a retail sportsbook.
−Removed: We have aggregated our captive insurance company that was established in April 2024 as well as certain corporate operations in All Other to reconcile to consolidated results.
+Added: The Company has a 61.3% equity ownership in Midwest Gaming Holdings, LLC ("Midwest Gaming"), the parent company of Rivers Casino Des Plaines ("Rivers Des Plaines").
+Added: Rivers Des Plaines in Des Plaines, Illinois is a gaming facility with food and beverage offerings, a ballroom for private events and live entertainment, and a retail sportsbook.
+Added: The Company has a 50% equity investment in Miami Valley Gaming and Racing ("MVG").
+Added: MVG is located just north of Cincinnati, Ohio and is a gaming entertainment venue with a harness racetrack, food and beverage offerings, a simulcast wagering area, and a retail sportsbook.
+Added: All Other includes our captive insurance company and certain corporate operations.
Corporate includes miscellaneous and other revenue, compensation expense, professional fees, and other general and administrative expense not allocated to our segments.
−Removed: We operate in a highly competitive industry with many participants, some of which have financial and other resources that are greater than ours.
−Removed: The industry faces competition from a variety of sources for discretionary consumer spending, including spectator sports, sports wagering, and other entertainment and gaming options.
−Removed: Our brick-and-mortar casinos compete with traditional and Native American casinos, VLTs, state-sponsored lotteries, and other forms of legalized gaming in the U.S.
−Removed: and other jurisdictions.
−Removed: Legalized gambling is currently permitted in various forms in many states and Canada.
−Removed: Other jurisdictions could legalize gambling in the future, and established gaming jurisdictions could award additional gaming licenses or permit the expansion of existing gaming operations.
+Added: We operate in a highly competitive industry.
+Added: The industry faces competition for discretionary consumer spending from a variety of sources, including spectator sports, sports wagering, and other entertainment and gaming options.
+Added: Legalized gambling is currently permitted in various forms in many states in the U.S.
+Added: Additional states in the U.S.
+Added: could legalize gambling in the future, and established gaming jurisdictions could award additional gaming licenses or permit the expansion of existing gaming operations.
If additional gaming opportunities become available near our racing or gaming operations, such gaming operations could have a material adverse impact on our business.
−Removed: In May 2018, the United States Supreme Court struck down the 1992 Professional and Amateur Sports Protection Act, which had effectively banned sports wagering in most states.
−Removed: Removal of the ban gives states the authority to authorize sports wagering.
Live and Historical Racing
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As a content provider, we compete for wagering dollars in the simulcast market with other racetracks conducting races at or near the same times as our races.
−Removed: In recent years, competition has increased as more states legalize gaming and allow slot machines at racetracks with mandatory purse contributions.
+Added: In recent years, competition has increased as more states legalize gaming and allow slot machines at
+Added: racetracks with mandatory purse contributions.
Our HRM entertainment venues in Kentucky, Virginia, and New Hampshire compete with regional casinos in the area and other forms of legal and illegal gaming.
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TwinSpires competes with other ADW businesses for both customers and racing content, as well as brick-and-mortar racetracks, casinos, OTBs, and other forms of legal and illegal sports betting.
+Added: Exacta competes with HRM and other central determinant systems providers for casino and racino operations.
Sports Betting
−Removed: Our sports betting business competes for customers with retail, mobile, and online offerings from commercial brick-and-mortar casinos and racetracks.
+Added: Our retail sports betting business competes for customers with retail, mobile, and online offerings from commercial brick-and-mortar casinos and racetracks.
We also compete with daily fantasy sports gaming companies that are expanding into mobile and online sports betting and iGaming, international sports betting businesses looking to expand into the U.S.
market, and other forms of legal and illegal sports betting and iGaming operations.
−Removed: Exacta competes with HRM and other central determinant systems providers for casino and racino operators, players, and third-party game content providers.
−Removed: Our Gaming properties operate in highly competitive environments and primarily compete for customers with other casinos in the surrounding regional gaming markets.
−Removed: Our Gaming properties compete to a lesser extent with state-sponsored lotteries, off-track wagering, card parlors, online gambling, and other forms of legalized gaming in the U.S.
−Removed: Human Capital
+Added: Our Gaming properties operate in highly competitive environments.
+Added: Our brick-and-mortar casinos compete with traditional and Native American casinos, VLTs, state sponsored lotteries, online gambling, and other forms of legalized and illegal gaming in the U.S.
+Added: and other jurisdictions.
+Added: Human Capital - Our People
We believe our people are essential to our operations and fundamental to the long-term success of our Company.
−Removed: Our focus is on attracting innovative and collaborative team members who are eager to develop their skills within a dynamic and growing portfolio of businesses dedicated to delivering exceptional experiences for our guests.
−Removed: As of December 31, 2024, we had approximately 8,870 team members, including 6,480 that are full-time.
−Removed: Our highest level of seasonal employment occurs in the second quarter, coinciding with the Kentucky Derby.
−Removed: As of the same date, approximately 840 full-time team members were covered by 12 collective bargaining agreements.
+Added: As of December 31, 2025, we had approximately 9,000 team members, including approximately 6,600 that are full-time.
+Added: We also have seasonal employees primarily in the second quarter, coinciding with the Kentucky Derby.
+Added: As of the same date, approximately 840 of the Company's full-time team members were covered by 11 collective bargaining agreements.
We have not experienced any material operational disruptions due to labor disputes.
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Compensation, Benefits, Safety and Wellness
−Removed: We strive to offer competitive salaries and wages while providing comprehensive health and retirement benefits to eligible team members.
−Removed: Our core health and welfare offerings are supplemented with targeted programs designed to manage or improve common health conditions, along with a variety of voluntary benefits and paid time-off programs.
−Removed: Additionally, we provide innovative initiatives aimed at promoting physical, emotional, and financial well-being.
−Removed: The safety of our team members, customers, and community remains a top priority, and we have established safety programs across all our properties to ensure best practices are continuously identified and implemented.
+Added: We strive to offer competitive salaries and wages and provide comprehensive health and retirement benefits, as well as voluntary benefits and paid time-off programs to eligible team members.
+Added: We also provide supplementary benefits aimed at promoting physical, emotional, and financial well-being.
+Added: The safety of our team members, customers, and community remains a top priority, and we have established safety programs across all our properties.
Governmental Regulations and Potential Legislative Changes
5 unchanged sentences
In the U.S., interstate pari-mutuel wagering on horse racing is subject to the Interstate Horseracing Act of 1978, as amended in 2000 ("IHA").
−Removed: Under the IHA, racetracks and ADWs can accept interstate off-track wagers if the racetracks and ADWs have approvals from (1) the host horse racetrack including a written agreement with the horsemen’s group, if applicable, (2) the host racing commission, and (3) the off-track racing commission.
+Added: Under the IHA, racetracks and ADWs can accept interstate off-track wagers if the racetracks and ADWs have approvals from (1) the host horse racetrack including a written agreement
+Added: with the horsemen’s group, if applicable, (2) the host racing commission, and (3) the off-track racing commission.
If these requirements are met, racetracks can commingle wagers from different racetracks and wagering facilities and broadcast horse racing events to other licensed establishments.
5 unchanged sentences
In Louisiana, the 2021 Historical Horse Racing Act (the "2021 HHR Act") allows off-track betting facilities ("OTBs") to have up to 50 HRMs.
−Removed: On October 25, 2022, a number of individual plaintiffs associated with video poker and truckstops, 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 property, alleging that the 2021 HHR Act is unconstitutional to the extent it purports to permit historical racing in a parish without a referendum.
−Removed: On June 8, 2023, plaintiffs filed a motion for summary judgment on the constitutional issues raised in their complaint and a hearing was conducted on September 11, 2023.
+Added: 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 property, alleging that the 2021 HHR Act is 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:
2 unchanged sentences
and (iii) the 2021 HHR Act that authorized historical horseracing is unconstitutional.
−Removed: The summary judgment, which was certified as final for purposes of appeal, was entered on March 18, 2024, and the Company, along with other interested parties including the Louisiana Racing Commission, filed a joint motion for a suspensive appeal, which was entered on March 26, 2024.
−Removed: The suspensive appeal allows the continued operation of HHR during the pendency of the appeal before the Louisiana Supreme Court.
−Removed: The case was lodged in the Louisiana Supreme Court on August 7, 2024 and the Company, and other appellants, including the Louisiana Attorney General on behalf of the Louisiana Racing Commission, filed opening briefs on October 9, 2024.
−Removed: Oral arguments occurred on January 27, 2025.
−Removed: The Company intends to vigorously defend the constitutionality of the HHR Act.
−Removed: As of December 31, 2024, the Company had approximately 500 HRMs in OTBs in Louisiana.
−Removed: If the 2021 HHR Act is determined to be unconstitutional it could have an adverse impact on our Louisiana HRM results which are reported in our Gaming segment.
+Added: The summary judgment was entered on March 18, 2024, and the Company, along with other interested parties including the Louisiana Racing Commission, filed a joint motion for a suspensive appeal on March 26, 2024.
+Added: The suspensive appeal allowed the continued operation of HHR during the pendency of the appeal before the Louisiana Supreme Court.
+Added: The Louisiana Supreme Court issued an opinion on March 21, 2025 affirming the ruling of the District Court, which stated the 2021 HHR Act is unconstitutional, and that before historical horse racing is licensed or permitted to be conducted in a parish it first requires a voter referendum in the applicable parish.
+Added: The Louisiana Supreme Court denied the Company's Application for Rehearing on May 8, 2025.
+Added: The opinion became final and enforceable as of this date, at which time the Company discontinued its HRM operations in Louisiana and moved the HRMs in the Louisiana OTBs to other HRM venues, primarily located in Virginia.
+Added: The reduction in revenues resulting from the removal of the HRMs from our OTBs in Louisiana has negatively impacted the comparability of the 2025 Louisiana results to the prior year.
+Added: The results of the HRMs in Louisiana operations were reported in our Gaming segment.
Wagering Services and Solutions Regulations and Potential Legislative Changes
2 unchanged sentences
Changes in the form of new legislation or regulatory activity at the state or federal level could adversely impact our mobile and online ADW business.
+Added: Exacta holds licenses in several jurisdictions to provide HRM technology to facilities that operate HRMs.
+Added: Changes in legislation or regulation in these jurisdictions to enable other forms of gaming could adversely impact our Exacta business.
Sports Betting and iGaming Regulations and Potential Legislative Changes
1 unchanged sentence
Removal of the ban gave states the authority to authorize sports wagering.
−Removed: Sports betting has been authorized and is operational in thirty-eight states and the District of Columbia as of December 31, 2024.
−Removed: Each state has different structures for the number of allowable industry participants, license fees, taxes, and other operational requirements.
−Removed: As of December 31, 2024, the Company is operational in ten states for retail sports betting.
+Added: Sports betting has been authorized and is operational in thirty-nine states and the District of Columbia as of December 31, 2025.
+Added: Each state has different structures for the number of allowable industry participants, license fees, taxes, and other operational requirements and some states have recently passed legislature to increase taxes related to sports betting.
+Added: As of December 31, 2025, the Company and the entities in which it holds investments are operational in eleven states for retail sports betting.
+Added: As of December 31, 2025, iGaming is authorized and operational in seven states including Pennsylvania, Michigan, Connecticut, New Jersey, West Virginia, Delaware, and Rhode Island.
+Added: Maine authorized iGaming in January 2026;
+Added: however, it is unclear when iGaming will be operational in Maine.
+Added: Other states have iGaming bills proposed in their jurisdictions.
+Added: If iGaming is authorized and becomes operational in any of the states where we have brick-and-mortar casinos or HRM venues, it could have an adverse impact on our business.
+Added: Prediction markets are an emerging category of event-based contracts that allow participants to take positions on the outcome of future events, including sporting events, and are currently subject to regulation by the Commodity Futures Trading Commission.
+Added: However, a number of states and state regulators have taken the position that certain prediction market contracts, particularly those based on sporting events, are subject to state gambling and gaming laws.
+Added: Related litigation and regulatory proceedings are ongoing.
Gaming Regulations and Potential Legislative Changes
29 unchanged sentences
Criteria used in determining whether to grant a license to conduct gaming operations, while varying between jurisdictions, generally include consideration of factors such as the good character, honesty, and integrity of the applicant;
−Removed: the financial stability, integrity, and responsibility of the
−Removed: applicant, including whether the operation is adequately capitalized in the state and exhibits the ability to maintain adequate insurance levels;
+Added: the financial stability, integrity, and responsibility of the applicant, including whether the operation is adequately capitalized in the state and exhibits the ability to maintain adequate insurance levels;
the quality of the applicant’s gaming facilities;
1 unchanged sentence
the applicant’s practices with respect to minority hiring and training;
−Removed: and the effect on competition and general impact on the community.
+Added: the effect on competition and general impact on the community.
In evaluating individual applicants, gaming authorities consider the individual’s business experience and reputation for good character, the individual’s criminal history, and the character of those with whom the individual associates.
9 unchanged sentences
Changes in licensed positions must be reported to gaming authorities.
−Removed: Gaming authorities have the ability to deny a license, qualification, or finding of suitability and have jurisdiction to disapprove a change in a corporate position.
+Added: Gaming authorities can deny a license, qualification, or finding of suitability and have jurisdiction to disapprove a change in a corporate position.
If one or more gaming authorities were to find that an officer, director, or key employee fails to qualify or is unsuitable for licensing or unsuitable to continue having a relationship with us, we would be required to sever all relationships with such person.
19 unchanged sentences
We are required periodically to submit detailed financial and operating reports and furnish any other information that gaming authorities may require.
−Removed: Under federal law, we are required to record and submit detailed reports of currency transactions
−Removed: greater than $10,000 at our gaming facilities and racetracks as well as any suspicious activity that may occur at such facilities.
+Added: Under federal law, we are required to record and submit detailed reports of currency transactions greater than $10,000 at our gaming facilities and racetracks as well as any suspicious activity that may occur at such facilities.
Failure to comply with these requirements could result in fines or cessation of operations.
We are required to maintain a current stock ledger that may be examined by gaming authorities at any time.
−Removed: If any securities are held in trust by an agent or by a nominee, the record holder may be required to disclose the identity of the beneficial owner to gaming authorities.
+Added: If any securities are held in trust by an agent or by a
+Added: nominee, the record holder may be required to disclose the identity of the beneficial owner to gaming authorities.
A failure to make such disclosure may be grounds for finding the record holder unsuitable.
8 unchanged sentences
We pay substantial license fees and taxes in many jurisdictions in connection with our gaming operations which are computed in various ways depending on the type of gambling or activity involved.
−Removed: Depending upon the particular fee or tax involved, these fees and taxes are payable with varying frequency.
+Added: Depending upon the fee or tax involved, these fees and taxes are payable with varying frequency.
License fees and taxes are based upon such factors as a percentage of the gaming revenue received;
5 unchanged sentences
In most jurisdictions, we are subject to certain requirements and restrictions on how we must conduct our gaming operations.
+Added: Our ability to conduct certain types of games, introduce new games, reduce the number of games, or move existing games within our facilities may be restricted or subject to regulatory review and approval.
+Added: Some of our operations are subject to restrictions on the number of gaming positions we may have, the maximum wagers allowed to be placed by our customers, and restrictions on the hours of operation.
In certain states, we are required to give preference to local suppliers and include minority and women-owned businesses and organized labor in construction projects to the maximum extent practicable.
We may be required to give employment preference to minorities, women, and in-state residents in certain jurisdictions.
−Removed: Our ability to conduct certain types of games, introduce new games or move existing games within our facilities may be restricted or subject to regulatory review and approval.
−Removed: Some of our operations are subject to restrictions on the number of gaming positions we may have, and the maximum wagers allowed to be placed by our customers.
Environmental Matters
16 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.