Churchill Downs Inc 10-K

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market for Common Stock The Company's common stock is traded on the Nasdaq Global Select Market under the symbol CHDN. As of February 19, 2026 , there were approximately 1,940 shareholders of record. Dividends Since joining The Nasdaq Global Select Market in 1993, we have declared and paid cash dividends on an annual basis at the discretion of our Board of Directors. The payment and amount of future dividends will be determined by the Board of Directors and will depend upon, among other things, our operating results, financial condition, cash requirements and general business conditions at the time such payment is considered. We declared a dividend of $0.438 in October 2025, which was paid in January 2026, and we declared a dividend of $0.409 in October 2024, which was paid in January 2025. Issuer Purchases of Common Stock The following table provides information with respect to shares of common stock that we repurchased during the quarter ended December 31, 2025: 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 Approximate Dollar Value of Shares That May Yet Be Purchased under the Plans or Programs (in millions) (1) October 2025 232,606 $ 97.52 121,190 $ 450.0 November 2025 93,372 101.71 93,372 440.5 December 2025 121,028 114.32 96,077 429.5 Total 447,006 $ 102.94 310,639 (1) On March 12, 2025, the Board of Directors of the Company approved a common stock repurchase program of up to $500.0 million (the "March 2025 Stock Repurchase Program"). The March 2025 Stock Repurchase Program included and was not in addition to the $125.6 million remaining under the prior 2021 Stock Repurchase Program authorization. On July 22, 2025, the Board of Directors of the Company approved a common stock repurchase program of up to $500.0 million (the "July 2025 Stock Repurchase Program"). The July 2025 Stock Repurchase Program includes and is not in addition to the $169.2 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. For more information, refer to Note 9, Shareholders' Equity, to the notes to consolidated financial statements included in this Annual Report on Form 10-K. (2) Includes shares withheld to pay taxes on the vesting of restricted stock and restricted stock units or to pay taxes on the exercise of stock options granted to employees. Shareholder Return Performance Graph The following performance graph and related information shall not be deemed "soliciting material" nor to be "filed" with the SEC, nor shall such information be incorporated by reference into any future filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, each as amended, except to the extent we specifically incorporate it by reference into such filing. 30 The following graph depicts the cumulative total shareholder return, assuming reinvestment of dividends, for the periods indicated for our Common Stock compared to the Russell 1000 Index, S&P Midcap 400 Index, and the S&P 500 Index. We consider the Russell 1000 Index to be our most comparable peer group index. 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24 12/31/25 Churchill Downs Incorporated $ 100.00 $ 124.01 $ 109.18 $ 139.80 $ 138.75 $ 118.66 Russell 1000 Index $ 100.00 $ 126.45 $ 102.27 $ 129.40 $ 161.12 $ 189.10 S&P Midcap 400 Index $ 100.00 $ 124.76 $ 108.47 $ 126.29 $ 143.89 $ 154.68 S&P 500 Index $ 100.00 $ 128.71 $ 105.40 $ 133.10 $ 166.40 $ 196.16 NOTE 1: Index Data: Copyright Russell Investments. Used with permission. All rights reserved. NOTE 2: Index Data: Copyright Standard and Poor’s, Inc. Used with permission. All rights reserved. ITEM 6. [RESERVED] 31