Item 9A. Controls and Procedures
ITEM 9A. 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 filed or submitted 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 December 31, 2025. 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
There has been no change in our internal controls over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Our process for evaluating controls and procedures is continuous and encompasses constant improvement of the design and effectiveness of established controls and procedures.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting of Churchill Downs Incorporated, as defined in Rules 13a-15(f) or 15d-15(f) under the Securities Exchange Act of 1934, as amended. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of Churchill Downs Incorporated's internal control over financial reporting based upon the framework in the Integrated Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based upon our evaluation under the framework in the Internal Control-Integrated Framework (2013) management has concluded that Churchill Downs Incorporated's internal control over financial reporting was effective as of December 31, 2025.
/s/ William C. Carstanjen /s/ Marcia A. Dall /s/ Jon E. Rauch
William C. Carstanjen Marcia A. Dall Jon E. Rauch
Chief Executive Officer Executive Vice President and Vice President and
February 25, 2026 Chief Financial Officer Chief Accounting Officer
February 25, 2026 February 25, 2026
The effectiveness of the Company's internal control over financial reporting as of December 31, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.
ITEM 9B. OTHER INFORMATION
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.
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
91
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information with respect to our directors and audit committee 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.
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. 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. The Company believes this policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and Nasdaq listing standards. It is also our policy that the Company will not trade in company securities in violation of applicable securities laws or stock exchange listing standards.
Information about our Executive Officers
Age as of Principal Occupation for the Past Five Years
and Position with Churchill Downs Incorporated
Name 2/25/2026
William C. Carstanjen 58 Chief Executive Officer since August 2014; President and Chief Operating Officer from March 2011 to August 2014.
William E. Mudd 54 President and Chief Operating Officer since October 2015; President and Chief Financial Officer from August 2014 to October 2015; Executive Vice President and Chief Financial Officer from October 2007 to August 2014.
Marcia A. Dall 62 Executive Vice President and Chief Financial Officer since October 2015; Executive Vice President and Chief Financial Officer of Erie Insurance Group and Erie Indemnity Company, a public corporation (Nasdaq: ERIE), from March 2009 through October 2015.
Bradley K. Blackwell 54 Executive Vice President, General Counsel and Secretary since March 2017; Vice President, Operations from February 2015 to March 2017; Vice President, Legal from April 2011 to February 2015; Vice President, Legal and Regulatory Affairs for TwinSpires from January 2007 to May 2011; Corporate Counsel from April 2005 to December 2007.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item with respect to executive compensation 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; provided, that the Compensation Committee Report will not be deemed to be "filed" with this Report.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
The information required by this item with respect to security ownership of certain beneficial owners and management and related shareholder matters is with respect to securities authorized for issuance under equity compensation plans 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.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item with respect to transactions with related persons and director independence matters 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.
92
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
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.
93
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE
Pages
(a) (1) Consolidated Financial Statements
The following financial statements of Churchill Downs Incorporated for the years ended 2025, 2024 and 2023 are included in Part II, Item 8:
Consolidated Statements of Comprehensive Income
47
Consolidated Balance Sheets
48
Consolidated Statements of Shareholders’ Equity
49
Consolidated Statements of Cash Flows
50
Notes to Consolidated Financial Statements
52
Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )
89
(2) Schedule II—Valuation and Qualifying Accounts
103
All other schedules are omitted because they are not applicable, not significant or not required, or because the required information is included in the consolidated financial statements or notes thereto.
(3) For the list of required exhibits, see exhibit index. 95
(b) Exhibits 95
See exhibit index.
(c) All financial statements and schedules except those items listed under Items 15(a)(1) and (2) above are omitted because they are not applicable or not required, or because the required information is included in the consolidated financial statements or notes thereto.
94
EXHIBIT INDEX
Numbers Description By Reference To
2.1
Purchase Agreement, dated as of February 18, 2022, by and between Peninsula Pacific Entertainment Intermediate Holdings LLC and Churchill Downs Incorporated Exhibit 2.1 to Current Report on Form 8-K filed February 22, 2022
2.2
Amendment No. 1 to Purchase Agreement, dated as of September 2, 2022, by and between Peninsula Pacific Entertainment Intermediate Holdings LLC and Churchill Downs Incorporation Exhibit 2.1 to Current Report on Form 8-K filed September 6, 2022
3.1
Articles of Amendment to the Amended and Restated Articles of Incorporation of Churchill Downs Incorporated effective as of the close of business on May 19, 2023 Exhibit 3.1 to Current Report on Form 8-K filed on April 25, 2023
3.2
Amended and Restated Articles of Incorporation of Churchill Downs Incorporated, as amended and restated on January 25, 2019 Exhibit 3.2 to Current Report on Form 8-K filed January 17, 2019
3.3
Amended and Restated Bylaws of Churchill Downs Incorporated, as amended October 25, 2022 Exhibit 3.1 to Current Report on Form 8-K filed October 25, 2022
4.1
Rights Agreement, dated as of March 19, 2008 by and between Churchill Downs Incorporated and National City Bank Exhibit 4.1 to Current Report on Form 8-K filed March 17, 2008
4.2
Indenture, dated as of December 27, 2017, by and among Churchill Downs Incorporated, the guarantors party thereto and U.S. Bank National Association Exhibit 4.1 to Current Report on Form 8-K filed December 27, 2017
4.3
Indenture, dated as of March 25, 2019, by and among Churchill Downs Incorporated, the guarantors party thereto and U.S. Bank National Association Exhibit 4.1 to Current Report on Form 8-K filed March 26, 2019
4.4
Second Supplemental Indenture, dated as of March 17, 2021, by and among Churchill Downs Incorporated, the guarantors party thereto and U.S. Bank National Association Exhibit 4.1 to Current Report on Form 8-K filed March 18, 2021
4.5
Indenture, dated April 13, 2022, by and between CDI Escrow Issuer, Inc. and U.S. Bank National Association as trustee Exhibit 4.1 to Current Report on Form 8-K filed April 14, 2022
4.6
Registration Rights Agreement, dated as of December 27, 2017, by and among Churchill Downs Incorporated, the guarantors party thereto and J.P. Morgan Securities LLC Exhibit 4.2 to Current Report on Form 8-K filed December 27, 2017
4.7
Registration Rights Agreement, dated as of March 25, 2019, by and among Churchill Downs Incorporated, the guarantors party thereto and J.P. Morgan Securities, LLC Exhibit 4.2 to Current Report on Form 8-K filed March 26, 2019
4.8
Registration Rights Agreement, dated as of March 17, 2021, by and among Churchill Downs Incorporated, the guarantors party thereto and J.P. Morgan Securities LLC Exhibit 4.2 to Current Report on Form 8-K filed March 18, 2021
4.9
Registration Rights Agreement, dated April 13, 2022, by and between CDI Escrow Issuer, Inc. and J.P. Morgan Securities LLC, as representative of the initial purchasers Exhibit 4.2 to Current Report on Form 8-K filed April 14, 2022
4.10
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
4.11
Indenture dated as of April 25, 2023 among, CDI, the Guarantors and U.S. Bank Trust Company, National Association, as trustee Exhibit 4.1 to Current Report on Form 8-K filed on April 25, 2023
4.12
Registration Rights Agreement dated April 25, 2023 by and among CDI, the Guarantors (stated therein) and J.P. Morgan Securities, LLC, as representative of the initial purchasers Exhibit 4.2 to Current Report on Form 8-K filed on April 25, 2023
95
Numbers Description By Reference To
4.13
First Supplemental Indenture relating to Churchill Downs Incorporated’s 5.50% Senior Unsecured Notes due 2027, dated as of March 19, 2021, by and among Churchill Downs Incorporated, the Guarantors (stated therein) and U.S. Bank National Association Exhibit 4.3 to Quarterly Report on Form 10-Q filed on July 26, 2023
4.14
Second Supplemental Indenture relating to Churchill Downs Incorporated’s 5.50% Senior Unsecured Notes due 2027, dated as of October 5, 2022, by and among Churchill Downs Incorporated, the Guarantors (stated therein) and U.S. Bank National Association Exhibit 4.4 to Quarterly Report on Form 10-Q filed on July 26, 2023
4.15
Third Supplemental Indenture relating to Churchill Downs Incorporated’s 5.50% Senior Unsecured Notes due 2027, dated as of October 26, 2022, by and among Churchill Downs Incorporated, the Guarantors (stated therein) and U.S. Bank National Association Exhibit 4.5 to Quarterly Report on Form 10-Q filed on July 26, 2023
4.16
Fourth Supplemental Indenture relating to Churchill Downs Incorporated’s 5.50% Senior Unsecured Notes due 2027, dated as of November 1, 2022, by and among Churchill Downs Incorporated, the Guarantors (stated therein) and U.S. Bank National Association Exhibit 4.6 to Quarterly Report on Form 10-Q filed on July 26, 2023
4.17
Fifth Supplemental Indenture relating to Churchill Downs Incorporated’s 5.50% Senior Unsecured Notes due 2027, dated as of May 1, 2023, by and among Churchill Downs Incorporated, the Guarantors (stated therein) and U.S. Bank National Association Exhibit 4.7 to Quarterly Report on Form 10-Q filed on July 26, 2023
4.18
First Supplemental Indenture relating to Churchill Downs Incorporated’s 4.75% Senior Unsecured Notes due 2028, dated as of December 12, 2018, by and among Churchill Downs Incorporated, the Guarantors (stated therein) and U.S. Bank National Association Exhibit 4.8 to Quarterly Report on Form 10-Q filed on July 26, 2023
4.19
Second Supplemental Indenture relating to Churchill Downs Incorporated’s 4.75% Senior Unsecured Notes due 2028, dated as of March 17, 2021, by and among Churchill Downs Incorporated, the Guarantors (stated therein) and U.S. Bank National Association Exhibit 4.9 to Quarterly Report on Form 10-Q filed on July 26, 2023
4.20
Third Supplemental Indenture relating to Churchill Downs Incorporated’s 4.75% Senior Unsecured Notes due 2028, dated May 19, 2021, by and among Churchill Downs Incorporated, the Guarantors (stated therein) and U.S. Bank National Association Exhibit 4.10 to Quarterly Report on Form 10-Q filed on July 26, 2023
4.21
Fourth Supplemental Indenture relating to Churchill Downs Incorporated’s 4.75% Senior Unsecured Notes due 2028, dated as of October 5, 2022, by and among Churchill Downs Incorporated, the Guarantors (stated therein) and U.S. Bank Trust Company National Association Exhibit 4.11 to Quarterly Report on Form 10-Q filed on July 26, 2023
4.22
Fifth Supplemental Indenture relating to Churchill Downs Incorporated’s 4.75% Senior Unsecured Notes due 2028, dated as of October 26, 2022, by and among Churchill Downs Incorporated, the Guarantors (stated therein) and U.S. Bank Trust Company National Association Exhibit 4.12 to Quarterly Report on Form 10-Q filed on July 26, 2023
4.23
Sixth Supplemental Indenture relating to Churchill Downs Incorporated’s 4.75% Senior Unsecured Notes due 2028, dated as of November 1, 2022, by and among Churchill Downs Incorporated, the Guarantors (stated therein) and U.S. Bank Trust Company National Association Exhibit 4.13 to Quarterly Report on Form 10-Q filed on July 26, 2023
96
Numbers Description By Reference To
4.24
Seventh Supplemental Indenture relating to Churchill Downs Incorporated’s 4.75% Senior Unsecured Notes due 2028, dated as of May 1, 2023, by and among Churchill Downs Incorporated, the Guarantors (stated therein) and U.S. Bank Trust Company National Association Exhibit 4.14 to Quarterly Report on Form 10-Q filed on July 26, 2023
4.25
First Supplemental Indenture relating to Churchill Downs Incorporated’s 5.750% Senior Unsecured Notes due 2030, dated as of November 1, 2022, by and among Churchill Downs Incorporated, the Guarantors (stated therein) and U.S. Bank Trust Company National Association Exhibit 4.15 to Quarterly Report on Form 10-Q filed on July 26, 2023
4.26
Second Supplemental Indenture relating to Churchill Downs Incorporated’s 5.750% Senior Unsecured Notes due 2030, dated as of November 1, 2022, by and among Churchill Downs Incorporated, the Guarantors (stated therein) and U.S. Bank Trust Company National Association Exhibit 4.16 to Quarterly Report on Form 10-Q filed on July 26, 2023
4.27
Third Supplemental Indenture relating to Churchill Downs Incorporated’s 5.750% Senior Unsecured Notes due 2030, dated as of May 1, 2023, by and among Churchill Downs Incorporated, the Guarantors (stated therein) and U.S. Bank Trust Company National Association Exhibit 4.17 to Quarterly Report on Form 10-Q filed on July 26, 2023
4.28
First Supplemental Indenture relating to Churchill Downs Incorporated’s 6.750% Senior Unsecured Notes due 2031, dated as of May 1, 2023, by and among Churchill Downs Incorporated, the Guarantors (stated therein) and U.S. Bank Trust Company National Association Exhibit 4.18 to Quarterly Report on Form 10-Q filed on July 26, 2023
10.1 Churchill Downs Incorporated Amended and Restated Supplemental Benefit Plan effective December 1, 1998† Exhibit 10(a) to Annual Report on Form 10-K for the fiscal year ended December 31, 1998 filed March 31, 1999
10.2
Churchill Downs Incorporated Amended and Restated Deferred Compensation Plan for Employees and Directors† Exhibit 10(a) to Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2001 filed May 15, 2001
10.3
2005 Churchill Downs Incorporated Deferred Compensation Plan† Exhibit 10.1 to Current Report on Form 8-K filed June 21, 2005
10.4
2006 Amendment to 2005 Churchill Downs Incorporated Deferred Compensation Plan† Exhibit 10.1 to Current Report on Form 8-K filed June 8, 2006
10.5
Amendment to Churchill Downs Incorporated 2005 Deferred Compensation Plan Adopted June 28, 2007† Exhibit 10(b) to Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2007 filed August 7, 2007
10.6
2005 Churchill Downs Incorporated Deferred Compensation Plan (As Amended as of December 1, 2008)† Exhibit 10 (ww) to Annual Report on Form 10-K for the fiscal year ended December 31, 2008 filed March 4, 2009
10.7
Third Amendment to the 2005 Churchill Downs Incorporated Deferred Compensation Plan† Exhibit 10.2 to Current Report on Form 8-K filed December 19, 2019
10.8
Fourth Amendment to the 2005 Churchill Downs Incorporated Deferred Compensation Plan† Exhibit 10.8 to Annual Report on Form 10-K filed February 22, 2023
10.9
Fifth Amendment to the 2005 Churchill Downs Incorporated Deferred Compensation Plan† Exhibit 10.9 to Annual Report on Form 10-K filed February 22, 2023
10.10
Sixth Amendment to the 2005 Churchill Downs Incorporated Deferred Compensation Plan† Exhibit 10.10 to Annual Report on Form 10-K filed February 22, 2023
10.11
Churchill Downs Incorporated Restricted Stock Unit Deferred Compensation Plan† Exhibit 10.1 to Current Report on Form 8-K filed December 19, 2019
10.1 2
Churchill Downs Incorporated 2016 Omnibus Stock Incentive Plan† Exhibit 10.1 to Current Report on Form 8-K filed April 29, 2016
97
Numbers Description By Reference To
10.1 3
Form of Performance Share Unit Agreement pursuant to the 2016 Omnibus Stock Incentive Plan by and between Churchill Downs Incorporated and each of William C. Carstanjen and William E. Mudd† Exhibit 10.1 to Current Report on Form 8-K filed November 5, 2018
10.1 4
Form of Restricted Stock Unit Agreement pursuant to the 2016 Omnibus Stock Incentive Plan by and between Churchill Downs Incorporated and each of William C. Carstanjen and William E. Mudd† Exhibit 10.2 to Current Report on Form 8-K filed November 5, 2018
10.1 5
First Amendment to the Churchill Downs Incorporated Amended and Restated Incentive Compensation Plan (1997), effective November 14, 2008† Exhibit 10 (vv) to Annual Report on Form 10-K for the fiscal year ended December 31, 2008 filed March 4, 2009
10.1 6
Churchill Downs Incorporated Executive Annual Incentive Plan, effective January 1, 2013† Exhibit A to Schedule 14A filed May 3, 2012
10.1 7
Churchill Downs Incorporated 2022 Executive Annual Incentive Plan, effective as of January 1, 2022† Exhibit 10.1 to Current Report on Form 8-K filed August 4, 2022
10.1 8
Form of Churchill Downs Incorporated Non-Employee Director Restricted Share Units Agreement† Exhibit 10(a) to Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2016 filed August 3, 2016
10.1 9
First Amended and Restated Churchill Downs Incorporated 2000 Employee Stock Purchase Plan† Exhibit B to Schedule 14A filed March 29, 2016
10. 20
Churchill Downs Incorporated Senior Vice President, Vice President & Other Key Employee Severance Policy (Amended Effective as of December 1, 2015)† Exhibit 10.26 to Annual Report on Form 10-K filed February 22, 2023
10.2 1
Executive Change in Control, Severance and Indemnity Agreement, dated as of October 30, 2018, by and between Churchill Downs Incorporated and William C. Carstanjen† Exhibit 10.3 to Current Report on Form 8-K filed November 5, 2018
10.2 2
Executive Change in Control, Severance and Indemnity Agreement, dated as of October 30, 2018, by and between Churchill Downs Incorporated and William E. Mudd†
Exhibit 10.4 to Current Report on Form 8-K filed November 5, 2018
10.2 3
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
10.2 4
Lease Agreement, dated as of January 1, 2002, by and between the City of Louisville, Kentucky and Churchill Downs Incorporated Exhibit 2.1 to Current Report on Form 8-K filed January 6, 2003
10.2 5
Class Action Settlement Agreement, dated as of July 24, 2020, by and between Kater et al. and Churchill Downs Incorporated et al. Exhibit 10(k) to Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed February 24, 2021
10. 26
Credit Agreement, dated as of December 27, 2017, by and among Churchill Downs Incorporated, the subsidiary guarantors party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A. and PNC Bank, National Association Exhibit 4.3 to Current Report on Form 8-K filed December 27, 2017
10.2 7
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
10. 28
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
98
Numbers Description By Reference To
10. 29
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. Exhibit 10.2 to Current Report on Form 8-K filed February 2, 2021
10.3 0
Incremental Joinder Agreement No. 1, dated March 17, 2021, among Churchill Downs Incorporated, the credit parties thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A Exhibit 10.1 to Current Report on Form 8-K filed March 18, 2021
10.3 1
Fourth Amendment to Credit Agreement, dated April 13, 2022, by and among Churchill Downs Incorporated, the credit parties party thereto, the Lenders party thereto and JP Morgan Chase Bank N.A., as agent Exhibit 10.01 to Current Report on Form 8-K filed April 14, 2022
10 .32
Fifth Amendment to Credit Agreement, Dated March 20, 2023, by and among Churchill Downs Incorporated, the credit parties party thereto, the Lenders party thereto and JP Morgan Chase Bank N.A., as agent Exhibit 10.02 to Quarterly Report on Form 10-Q filed April 26, 2023
10.3 3
Sixth Amendment to Credit Agreement, dated July 3, 2024, by and among Churchill Downs Incorporated, the guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent Exhibit 10.01 to Current Report on Form 8-K filed July 3, 2024
10.3 4
Seventh Amendment to Credit Agreement, dated February 14, 2025, by and among Churchill Downs Incorporated, the guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent and fronting lender Exhibit 10.01 to Current Report on Form 8-K filed February 14, 2025
10.3 5
Form of Churchill Downs Incorporated Non-Employee Director Restricted Stock Agreement† Exhibit 10.01 to Quarterly Report on Form 10-Q filed on July 24, 2024
10. 36
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
10.3 7
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
10.38
Churchill Downs Incorporated 2025 Omnibus Stock and Incentive Plan† Exhibit 10.1 to the Current Report on Form 8-K filed April 22, 2025
19
Churchill Downs Incorporated Insider Trading Policy Exhibit 19 to Annual Report on Form 10-K filed February 20, 2024
21
Subsidiaries of the Registrant**
23
Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm**
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))***
97
Churchill Downs Incorporated Policy on Recoupment of Incentive Compensation Exhibit 97 to Annual Report on Form 10-K filed February 21, 2024
101 INS Inline XBRL Instance Document**
101 SCH Inline XBRL Taxonomy Extension Schema Document**
99
Numbers Description By Reference To
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 (formatted in inline XBRL and contained in Exhibit 101)
† Management contract or compensatory plan or arrangement.
** Filed herewith.
*** Furnished herewith.
100
ITEM 16. FORM 10-K SUMMARY
None.
101
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on the Company's behalf by the undersigned, thereunto duly authorized.
CHURCHILL DOWNS INCORPORATED
/s/ William C. Carstanjen
William C. Carstanjen
Chief Executive Officer
(Principal Executive Officer)
February 25, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/ William C. Carstanjen /s/ William E. Mudd /s/ Marcia A. Dall
William C. Carstanjen William E. Mudd Marcia A. Dall
Chief Executive Officer President and Executive Vice President and
February 25, 2026 Chief Operating Officer Chief Financial Officer
(Director and Principal Executive February 25, 2026 February 25, 2026
Officer) (Principal Financial and
Accounting Officer)
/s/ R. Alex Rankin /s/ Karole F. Lloyd /s/ Andréa Carter
R. Alex Rankin Karole F. Lloyd Andréa Carter
February 25, 2026 February 25, 2026 February 25, 2026
(Chairman of the Board) (Director) (Director)
/s/ Paul C. Varga /s/ Douglas C. Grissom /s/ Daniel P. Harrington
Paul C. Varga Douglas C. Grissom Daniel P. Harrington
February 25, 2026 February 25, 2026 February 25, 2026
(Director) (Director) (Director)
102
CHURCHILL DOWNS INCORPORATED
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
(in millions) Balance
Beginning
of Year Charged
to
Expense Deductions Balance
End of
Year
Allowance for credit losses:
December 31, 2025 $ 4.9 $ 2.5 $ ( 2.2 ) $ 5.2
December 31, 2024 5.0 3.5 ( 3.6 ) 4.9
December 31, 2023 5.7 3.7 ( 4.4 ) 5.0
(in millions) Balance
Beginning
of Year Additions Deductions Balance
End of
Year
Deferred income tax asset valuation allowance:
December 31, 2025 $ 4.6 $ 14.0 $ ( 0.4 ) $ 18.2
December 31, 2024 4.6 — — 4.6
December 31, 2023 5.7 0.8 ( 1.9 ) 4.6
103