20 unchanged sentences
OTHER INFORMATION
−Removed: On December 2, 2024 , the Company’s Chief Operating Officer , William E.
−Removed: Mudd , adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act.
−Removed: Mudd’s plan is for the sale of up to 101,379 shares of the Company’s common stock.
−Removed: The plan will terminate on the earlier of the date all shares under the plan are sold or July 30, 2025 .
−Removed: None of the Company's other 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 during the fiscal quarter ended December 31, 2024.
+Added: During the fiscal quarter ended December 31, 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.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
3 unchanged sentences
We have adopted a Code of Conduct that applies to all directors, employees, and officers, including our Chief Executive Officer, Chief Financial Officer and principal financial officers.
−Removed: This Code of Conduct is available on our corporate website, www.churchilldownsincorporated.com , under the "Corporate Governance" subheading of the "Investors" heading and is also available to shareholders upon request.
+Added: This Code of Conduct is available on our corporate website, www.churchilldownsincorporated.com , under the "Governance" subheading of the "Investors" heading and is also available to shareholders upon request.
The Company has adopted an insider trading policy governing the purchase and sale and other disposition of Company securities by our directors, officers and employees.
13 unchanged sentences
ERIE), from March 2009 through October 2015.
−Removed: Blackwell 53 Senior Vice President, General Counsel and Secretary since March 2017;
+Added: Blackwell 54 Executive Vice President, General Counsel and Secretary since March 2017;
Vice President, Operations from February 2015 to March 2017;
2 unchanged sentences
Corporate Counsel from April 2005 to December 2007.
−Removed: Maureen Adams 61 Senior Vice President of Gaming Operations since February 2022;
−Removed: Vice President of Gaming Operations from July 2019 to February 2022;
−Removed: President and General Manager of Calder Casino from August 2013 to July 2019.
EXECUTIVE COMPENSATION
7 unchanged sentences
The information required by this Item with respect to principal accounting fees and services is incorporated by reference to the definitive proxy statement on Schedule 14A to be filed with the Securities and Exchange Commission no later than 120 days after December 31, 2025.
−Removed: EXHIBITS, FINANCIAL STATEMENT SCHEDULE
+Added: EXHIBITS AND FINANCIAL STATEMENT SCHEDULE
(a) (1) Consolidated Financial Statements
37 unchanged sentences
Morgan Securities LLC, as representative of the initial purchasers Exhibit 4.2 to Current Report on Form 8-K filed April 14, 2022
−Removed: Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 Exhibit 4(f) to Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed February 24, 2021
+Added: Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 Exhibit 4.10 to Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed February 21, 2024
Indenture dated as of April 25, 2023 among, CDI, the Guarantors and U.S.
65 unchanged sentences
Exhibit 10.4 to Current Report on Form 8-K filed November 5, 2018
−Removed: Executive Change in Control, Severance and Indemnity Agreement, dated as of July 26, 2022, by and between Churchill Downs Incorporated and Maureen Adams† Exhibit 10.31 to Annual Report on Form 10-K filed February 22, 2023
Executive Change in Control, Severance and Indemnity Agreement, dated as of July 26, 2022, by and between Churchill Downs Incorporated and Brad Blackwell† Exhibit 10.32 to Annual Report on Form 10-K filed February 22, 2023
6 unchanged sentences
First Amendment to Credit Agreement, dated March 16, 2020, among Churchill Downs Incorporated, the subsidiary guarantors party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., and PNC Bank, National Association Exhibit 10.1 to Current Report on Form 8-K filed March 16, 2020
−Removed: Numbers Description By Reference To
Second Amendment to Credit Agreement, dated April 28, 2020, among Churchill Downs Incorporated, the subsidiary guarantors and the lenders party thereto, and JPMorgan Chase Bank, N.A., and PNC Bank, National Association Exhibit 10.1 to Current Report on Form 8-K filed April 29, 2020
+Added: Numbers Description By Reference To
Third Amendment to Credit Agreement, dated February 1, 2021, among Churchill Downs Incorporated, the subsidiary guarantors and the lenders parties thereto, and JPMorgan Chase Bank, N.A.
8 unchanged sentences
Second Amended and Restated Churchill Downs Incorporated 2000 Employee Stock Purchase Plan (Effective, as Amended and Restated, August 1, 2024) Exhibit 10.01 to the Quarterly Report on Form 10-Q filed on October 23, 2024
−Removed: Amended and Restated Churchill Downs Incorporated Equity Award Deferral Plan (Effective December 31, 2024)†**
−Removed: Churchill Downs Incorporated Insider Trading Policy**
+Added: Amended and Restated Churchill Downs Incorporated Equity Award Deferral Plan (Effective December 31, 2024)† Exhibit 10.38 to Annual Report on Form 10-K filed February 20, 2024
+Added: Churchill Downs Incorporated 2025 Omnibus Stock and Incentive Plan† Exhibit 10.1 to the Current Report on Form 8-K filed April 22, 2025
+Added: Churchill Downs Incorporated Insider Trading Policy Exhibit 19 to Annual Report on Form 10-K filed February 20, 2024
Subsidiaries of the Registrant**
6 unchanged sentences
101 INS Inline XBRL Instance Document**
−Removed: Numbers Description By Reference To
101 SCH Inline XBRL Taxonomy Extension Schema Document**
+Added: Numbers Description By Reference To
101 CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document**
24 unchanged sentences
Accounting Officer)
−Removed: Alex Rankin /s/ Ulysses L.
−Removed: Bridgeman /s/ Andréa Carter
−Removed: Alex Rankin Ulysses L.
−Removed: Bridgeman Andréa Carter
+Added: Alex Rankin /s/ Karole F.
+Added: Lloyd /s/ Andréa Carter
+Added: Alex Rankin Karole F.
+Added: Lloyd Andréa Carter
February 25, 2026 February 25, 2026 February 25, 2026
6 unchanged sentences
(Director) (Director) (Director)
−Removed: /s/ Karole F.
−Removed: February 19, 2025
CHURCHILL DOWNS INCORPORATED
14 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.