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  4. [8-K] Churchill Downs Inc Reports Material Event

Churchill Downs Q3 net income rises to $80M

A 49% United Tote stake and a new term loan due in 2033 accompany the quarterly results and updated capital-return plans.

Filing Impact
(High)
Filing Sentiment

Sentiment and the balance of points

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Form Type
8-K

Rhea-AI Filing Summary

Churchill Downs Incorporated (CHDN) reported third-quarter 2026 results, with record net revenue of $696 million, up 2% from $683 million a year earlier, and record net income attributable to CDI of $80 million, compared with $38 million. Adjusted EBITDA was $264 million versus $262 million, while diluted EPS was $1.15 versus $0.54. CDI said adjusted net income attributable to the company, excluding specified items affecting comparability, increased $9 million.

On August 3, 2026, CDI completed its acquisition of 49% of United Tote from a NYRA subsidiary, and NYRA extended its tote services agreement through 2035. CDI also entered a $500 million Term Loan B due September 25, 2033, bearing interest at SOFR plus 175 basis points; a portion of its net proceeds was used to repay debt, fund transaction fees and expenses, and support working capital and other general corporate purposes. The Board declared an annual cash dividend of $0.469 per share, 7% above the prior year, payable January 5, 2027, to shareholders of record December 4, 2026. The new repurchase authorization is up to $750 million and includes, rather than adds to, $306 million remaining under the prior program as of October 27, 2026.

2 points · 0 major

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Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 0 points

How the balance works

Positive

  • Moderate pointNet income attributable to CDI rose $42 million year over year.
  • Minor pointDividend per share increased 7% to $0.469.

Negative

  • None.

Filing Explained

The September 25 credit amendment extended the Revolver and Term Loan A maturity from July 2029 to September 2031 and eliminated the prior 10-basis-point credit spread adjustment. On October 19, 2026, CDI redeemed the 2027 Senior Notes using borrowings from its 2031 Revolver.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Net revenue $696 million Three months ended September 30, 2026; $683 million in 2025
Net income attributable to CDI $80 million Three months ended September 30, 2026; $38 million in 2025
Adjusted EBITDA $264 million Three months ended September 30, 2026; $262 million in 2025
Diluted EPS attributable to CDI $1.15 per diluted share Three months ended September 30, 2026; $0.54 in 2025
Adjusted net income attributable to CDI $86 million Three months ended September 30, 2026; $77 million in 2025
Annual cash dividend $0.469 per outstanding share Declared October 27, 2026; 7% above the prior year
Common shares repurchased 570,169 shares; $48 million total cost Third quarter 2026
Term Loan B $500 million Matures September 25, 2033; interest at SOFR plus 175 basis points
Adjusted EBITDA financial
"Adjusted EBITDA was $264 million versus $262 million"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Term Loan B financial
"entered a $500 million Term Loan B"
A Term Loan B (TLB) is a large, syndicated loan made to a company that is typically sold to institutional investors rather than held by banks; think of it as a long-term mortgage from a group of investors with higher interest and smaller early payments. It matters to investors because it changes a company’s debt cost, repayment schedule and credit risk—factors that affect profit, cash flow and the market value of both the company’s equity and its traded debt.
SOFR financial
"interest at SOFR plus 175 basis points"
The Secured Overnight Financing Rate (SOFR) is a market benchmark that measures the cost of borrowing cash overnight using U.S. Treasury securities as collateral. Investors watch SOFR because it acts like a speedometer for short-term interest costs—affecting loan rates, bond yields and the pricing of interest-rate contracts—so movements change borrowing expenses, cash returns and the value of interest-sensitive investments.
historical racing machines technical
"historical racing machines (HRMs) venue"
Historical racing machines are electronic betting terminals that let players wager on recorded outcomes of past horse races or sporting events, with identifying details removed so each play resembles a fresh game — think of them as slot machines that use archived race results instead of random number generators. They matter to investors because they can generate steady gambling revenue for racetracks and operators but carry legal, regulatory and public-acceptance risks that can affect licensing, profitability and valuation.
Net revenue $696 million Up 2% from $683 million in the third quarter of 2025
Net income attributable to CDI $80 million Up $42 million from $38 million in the third quarter of 2025
Adjusted EBITDA $264 million Up $2 million from $262 million in the third quarter of 2025
Diluted EPS attributable to CDI $1.15 per diluted share Compared with $0.54 in the third quarter of 2025

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much revenue did CHDN report in Q3 2026?
CHDN reported $696 million in net revenue for the three months ended September 30, 2026, up $13 million, or 2%, from $683 million in the prior-year quarter.

What was CHDN's third-quarter 2026 net income?
Net income attributable to Churchill Downs Incorporated was $80 million in Q3 2026, compared with $38 million in Q3 2025. The prior-year quarter included a $35 million after-tax impairment charge related to Chasers' gaming rights.

How many shares did CHDN repurchase in Q3 2026?
CHDN repurchased 570,169 common shares in Q3 2026 at a total cost of $48 million. Approximately $382 million of authority remained under the July 2025 Stock Repurchase Program as of September 30, 2026.

What are the terms of CHDN's new $500 million Term Loan B?
The $500 million Term Loan B was issued at 99.875% of principal, matures September 25, 2033, and bears interest at SOFR plus 175 basis points.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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0000020212false00000202122026-10-282026-10-28


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 28, 2026
Churchill Downs Incorporated

(Exact name of registrant as specified in its charter)
Kentucky
001-33998
61-0156015
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
600 North Hurstbourne Parkway, Suite 400
Louisville
,
Kentucky
40222
(Address of Principal Executive Offices)
(Zip Code)
(502)-636-4400
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule l4a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, No Par ValueCHDNThe Nasdaq Global Select Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐



Item 2.02.    Results of Operations and Financial Condition.
A copy of the news release issued by Churchill Downs Incorporated (the "Company") on October 28, 2026 announcing the results of operations and financial condition for the three months and nine months ended September 30, 2026 is attached hereto as Exhibit 99.1 and incorporated by reference herein.
The information provided pursuant to this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities under that Section and shall not be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01.    Financial Statements and Exhibits.
(d)Exhibits
The following is being furnished as an exhibit to the Current Report on Form 8-K.
Exhibit NumberDescription
99.1
Press Release dated October 28, 2026 issued by Churchill Downs Incorporated
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

 



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 hereunto, duly authorized.
 
CHURCHILL DOWNS INCORPORATED
October 28, 2026/s/ Marcia A. Dall
By: Marcia A. Dall
Title: Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)



image0a01aa.jpg
FOR IMMEDIATE RELEASE                            
Contact: Sam Ullrich                                            
(502) 638-3906
Sam.Ullrich@kyderby.com
CHURCHILL DOWNS INCORPORATED REPORTS
2026 THIRD QUARTER RESULTS
LOUISVILLE, Ky. (October 28, 2026) - Churchill Downs Incorporated (Nasdaq: CHDN) (the "Company," "CDI," "we") today reported business results for the quarter ended September 30, 2026.
Company Highlights
▪Third quarter 2026 financial results, as compared to the prior year quarter:
•Record net revenue of $696 million, up $13 million or 2%
•Record net income attributable to CDI of $80 million, up $42 million
–Excluding 3Q'25 one-time, non-cash impairment and insurance recovery, net income attributable to CDI was up $10 million or 26%
•Record Adjusted EBITDA of $264 million, up $2 million or 1%
–Excluding 3Q'25 insurance recovery, Adjusted EBITDA was up $6 million or 2%
▪We announced the Thoroughbred Championship Series with the New York Racing Association ("NYRA") beginning with the Kentucky Oaks and Kentucky Derby in 2027.
▪We received approval to relocate and expand our Rosie's Collinsville historical racing machines ("HRM") venue to 150 HRMs within Henry County, Virginia.
▪We completed the acquisition of 49% of United Tote Company ("United Tote") from NYRA and extended NYRA's tote services agreement with United Tote through 2035.
▪We entered into a new $500 million Term Loan B due 2033 (the "2033 TLB") and amended and extended our Revolver and Term Loan A facility at favorable rates.
▪The Board of Directors declared a $0.469 per share dividend (+7%) to shareholders of record as of December 4, 2026 and payable on January 5, 2027.
▪The Board of Directors approved a new $750 million share repurchase program. The new authorization includes and is not in addition to the $306 million previously remaining under the prior repurchase program authorization as of the close of trading on October 27, 2026.
▪We ended the third quarter of 2026 with net bank leverage of 3.8x and returned $48 million of capital to our shareholders through share repurchases during the quarter.
CONSOLIDATED RESULTS
Third Quarter
(in millions, except per share data)20262025
Net revenue$696 $683 
Net income attributable to CDI$80 $38 
Diluted EPS attributable to CDI$1.15 $0.54 
Adjusted EBITDA(a)
$264 $262 
(a) This is a non-GAAP measure. See explanation of non-GAAP measures below.

1

SEGMENT RESULTS
The summaries below present revenue from external customers and intercompany revenue from each of our reportable segments. All comparisons are against the applicable prior year period unless otherwise noted.
Live and Historical Racing
Third Quarter
(in millions)20262025
Revenue$315 $305 
Adjusted EBITDA111 116 

Third quarter 2026 revenue increased $10 million due to an $11 million increase from our Kentucky HRM venues and a $1 million increase from Churchill Downs Racetrack, partially offset by a $1 million decrease from our Virginia HRM venues and a $1 million decrease from our New Hampshire venues. The Kentucky HRM increase was due to a $7 million increase from our Southwestern Kentucky venues, a $2 million increase from our Northern Kentucky venues, a $1 million increase from our Western Kentucky venues, and a $1 million increase from our Louisville venues. The Virginia HRM decrease was due to a $6 million net decrease from our Central Virginia venues primarily from increased competition, partially offset by a $4 million net increase from our Northern Virginia venues and a $1 million increase at our Western Virginia venue. The New Hampshire decrease was due to the closure of our temporary Casino Salem venue during the construction of our new Rockingham Grand Casino venue.

Third quarter 2026 Adjusted EBITDA decreased $5 million due to a $6 million decrease from our Virginia HRM venues, a $4 million decrease due to a one-time business interruption insurance recovery received in the prior year quarter for our Northern Virginia venue, and a $1 million decrease at our New Hampshire venues, partially offset by a $6 million increase from our Kentucky HRM venues. The Virginia HRM decrease was primarily due to a $10 million decrease from our Central Virginia venues that was partially offset by a $3 million increase from our Northern Virginia venue and a $1 million net increase from our Western Virginia and Southern Virginia venues. The decrease from our Central Virginia venues was primarily due to increased competition and a $5 million new tax expense related to live race days under the new racing and HRM tax structure that became effective July 1, 2026. Our Virginia HRM venues continue to benefit from a statewide HRM handle tax reduction that became effective July 1, 2025 as part of this new tax structure. The New Hampshire decrease was due to the closure of our temporary Casino Salem venue during the construction of our Rockingham Grand Casino venue. The Kentucky HRM increase was due to a $3 million increase from our Southwestern Kentucky venues, a $2 million increase from our Northern Kentucky venues, and a $1 million increase from our Louisville venues.

Wagering Services and Solutions
Third Quarter
(in millions)20262025
Revenue$126 $127 
Adjusted EBITDA48 46 
Third quarter 2026 revenue decreased $1 million due to a decrease from our sports betting business.

Third quarter 2026 Adjusted EBITDA increased $2 million primarily due to an increase in our Horse Racing business.
2

Gaming
Third Quarter
(in millions)20262025
Revenue$273 $266 
Adjusted EBITDA128 123 
Third quarter 2026 revenue increased $7 million primarily due to increases from our wholly-owned New York, Pennsylvania, and Maine properties.

Third quarter 2026 Adjusted EBITDA increased $5 million. Our equity investments increased $3 million from strong performance at Rivers Des Plaines in Illinois and Miami Valley Gaming in Ohio. Our wholly-owned gaming properties increased $2 million primarily from our New York property.

All Other
Third Quarter
(in millions)20262025
Revenue$2 $2 
Adjusted EBITDA(23)(23)
Third quarter 2026 revenue is consistent with the prior year. All intercompany captive revenue is eliminated in consolidation.
Third quarter 2026 Adjusted EBITDA is consistent with the prior year.
CAPITAL MANAGEMENT
United Tote Acquisition
On August 3, 2026, the Company closed on its previously announced acquisition of 49% of United Tote Company from NYRA Content Management Solutions, LLC, a subsidiary of NYRA. Concurrent with this transaction, NYRA has agreed to extend its tote services agreement with United Tote through 2035.
Credit Agreement
On September 25, 2026, the Company closed the eighth amendment to its senior secured credit facility (the "Credit Agreement") to (i) extend the maturity date of its Revolver and Term Loan A from July 2029 to September 2031, (ii) eliminate the 10 basis points credit spread adjustment previously applicable, and (iii) amend certain other provisions of the Credit Agreement.
The Company also entered into the $500 million 2033 TLB under its Credit Agreement. The 2033 TLB was issued at 99.875% of the principal amount and has a maturity date of September 25, 2033. The 2033 TLB bears interest at SOFR plus 175 basis points. The Company used a portion of the net proceeds from the 2033 TLB to repay indebtedness outstanding under its 2028 TLB, repay indebtedness outstanding under its 2031 Revolver, to fund related transaction fees and expenses, and for working capital and other general corporate purposes.
On October 19, 2026, the Company redeemed the 2027 Senior Notes with borrowings from the 2031 Revolver.


3

Annual Dividend
On October 27, 2026, the Company's Board of Directors declared an annual cash dividend on the Company's common stock of $0.469 per outstanding share, a seven percent increase over the prior year. The dividend is payable on January 5, 2027, to shareholders of record as of the close of business on December 4, 2026, with the aggregate cash dividend to be paid to each shareholder rounded to the nearest whole cent. This will be the sixteenth consecutive year that the Company has increased the dividend per share.
Share Repurchase Program
The Company repurchased 570,169 shares of its common stock at a total cost of $48 million in the third quarter of 2026. We had approximately $382 million of repurchase authority remaining under the July 2025 Stock Repurchase Program as of September 30, 2026.
On October 27, 2026, the Company's Board of Directors approved a new common stock repurchase program of up to $750 million (the "October 2026 Stock Repurchase Program"). The October 2026 Stock Repurchase Program includes and is not in addition to the $306 million remaining under the July 2025 Stock Repurchase Program as of the close of trading on October 27, 2026.
NET INCOME ATTRIBUTABLE TO CDI
The Company's third quarter 2026 net income attributable to CDI was $80 million compared to $38 million in the prior year quarter.
The following factors impacted the comparability of the Company's third quarter 2026 net income to the prior year quarter:
•a $35 million after-tax impairment charge in the prior year quarter related to the impairment of the Chasers' gaming rights.
This was offset by:
•a $2 million after-tax increase in other charges and recoveries, net.
Excluding the items above, third quarter 2026 adjusted net income attributable to CDI increased $9 million primarily due to the following:
•a $4 million after-tax increase in equity income from our unconsolidated affiliates;
•a $3 million after-tax increase primarily driven by the results of our operations;
•a $1 million after-tax decrease in interest expense; and
•a $1 million after-tax decrease of the portion of the Company's income from United Tote and our facility in New Hampshire being recognized as income attributable to a noncontrolling interest.
Conference Call
A conference call regarding this news release is scheduled for Thursday, October 29, 2026 at 9 a.m. ET. Investors and other interested parties may listen to the teleconference by accessing the online, real-time webcast and broadcast of the call at https://ir.churchilldownsincorporated.com/events-presentations, or by registering in advance via teleconference here. Once registration is completed, participants will be provided with a dial-in number containing a personalized conference code to access the call. All participants are encouraged to dial-in 15 minutes prior to the start time. An online replay will be available by noon ET on Thursday, October 29, 2026. A copy of the Company’s news release announcing quarterly results and relevant financial and statistical information about the period will be accessible at www.churchilldownsincorporated.com.
4

Use of Non-GAAP Measures
In addition to the results provided in accordance with U.S. generally accepted accounting principles ("GAAP"), the Company also uses non-GAAP measures, including adjusted net income, adjusted diluted EPS, EBITDA (earnings before interest, taxes, depreciation and amortization), and Adjusted EBITDA.
The Company uses non-GAAP measures as key performance measures of the results of operations for purposes of evaluating performance internally. These measures facilitate comparison of operating performance between periods and help investors to better understand the operating results of the Company by excluding certain items that may not be indicative of the Company's core business or operating results. The Company believes the use of these measures enables management and investors to evaluate and compare, from period to period, the Company’s operating performance in a meaningful and consistent manner. The non-GAAP measures are supplemental measures of our performance that are not required by, or presented in accordance with, GAAP, and should not be considered as an alternative to, or more meaningful than, net income or diluted EPS (as determined in accordance with GAAP) as a measure of our operating results.
We use Adjusted EBITDA to evaluate segment performance, develop strategy, and allocate resources. We utilize the Adjusted EBITDA metric to provide a more accurate measure of our core operating results and enable management and investors to evaluate and compare from period to period our operating performance in a meaningful and consistent manner. Adjusted EBITDA should not be considered as an alternative to operating income as an indicator of performance, as an alternative to cash flows from operating activities as a measure of liquidity, or as an alternative to any other measure provided in accordance with GAAP. Our calculation of Adjusted EBITDA may be different from the calculation used by other companies and, therefore, comparability may be limited.
Adjusted net income and adjusted diluted EPS exclude discontinued operations net income or loss; net income or loss attributable to noncontrolling interests; transaction expense, which includes acquisition and disposition related charges, as well as legal, accounting, and other deal-related expense; pre-opening expense; and certain other gains, charges, recoveries, and expenses.
Adjusted EBITDA includes our portion of EBITDA from our equity investments and the portion of EBITDA attributable to noncontrolling interests.
Adjusted EBITDA excludes:
•Transaction expense, net, which includes:
◦Acquisition, disposition, and property sale related charges; and
◦Other transaction expense, including legal, accounting, and other deal-related expense;
•Stock-based compensation expense;
•Rivers Des Plaines' impact on our investments in unconsolidated affiliates from legal reserves and transaction costs;
•Asset impairments, net;
•Gain on property sales;
•Legal reserves;
•Pre-opening expense; and
•Other charges, recoveries, and expenses
5

For segment reporting, Adjusted EBITDA includes intercompany revenue and expense totals that are eliminated in the Condensed Consolidated Statements of Comprehensive Income. See the Reconciliation of Net Income to Adjusted EBITDA included herewith for additional information.
About Churchill Downs Incorporated
Churchill Downs Incorporated (“CDI”) (Nasdaq: CHDN) has created extraordinary entertainment experiences for over 150 years, beginning with the Company’s most iconic and enduring asset, Churchill Downs Racetrack, the home of the Kentucky Derby and premier races of the Thoroughbred Championship Series. Headquartered in Louisville, Kentucky, CDI has expanded through the acquisition, development, and operation of live and historical racing entertainment venues, the growth of the online wagering businesses, and the acquisition, development, and operation of regional casino gaming properties. www.churchilldownsincorporated.com
This news release contains various "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by the use of terms such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "might," "plan," "predict," "project," "seek," "should," "will," "scheduled," and similar words or similar expressions (or negative versions of such words or expressions), although some forward-looking statements are expressed differently.
Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Important factors that could cause actual results to differ materially from expectations include the following: the occurrence of extraordinary events, such as terrorist attacks, public health threats, civil unrest, and inclement weather, including as a result of climate change; the effect of economic conditions on our consumers' confidence and discretionary spending or our access to credit, including the impact of inflation; changes in, or new interpretations of, applicable tax laws or rulings that could result in additional tax liabilities; the impact of any pandemics, epidemics, or outbreaks of infectious diseases, and related economic matters on our results of operations, financial conditions, and prospects; lack of confidence in the integrity of our core businesses or any deterioration in our reputation; negative shifts in public opinion regarding gambling that could result in increased regulation of, or new restrictions on, the gaming industry; loss of key or highly skilled personnel, as well as general disruptions in the labor market; the impact of significant competition, and the expectation that competition levels will increase; changes in consumer preferences, attendance, wagering, and sponsorships; risks associated with equity investments, strategic alliances and other third-party agreements; inability to respond to rapid technological changes in a timely manner; concentration and evolution of slot machine and historical racing machine manufacturing and other technology conditions that could impose additional costs; failure to enter into or maintain agreements with industry constituents, including horsemen and other racetracks; cybersecurity risk, including cybersecurity breaches, loss or misuse of our confidential information as a result of a breach including customers’ personal information, or IT system operational disruptions, could lead to government enforcement actions or other litigation; costs of compliance with increasingly complex laws and regulations regarding data privacy and protection of personal information; reliance on our technology services and catastrophic events, system failures, errors or defects disrupting our operations; inability to identify, complete, or fully realize the benefits of our proposed acquisitions, divestitures, development of new venues or the expansion of existing facilities on time, on budget, or as planned; difficulty in integrating recent or future acquisitions into our operations; cost overruns and other uncertainties associated with the development of new venues and the expansion of existing facilities; general risks related to real estate ownership and significant expenditures, including risks related to environmental liabilities; personal injury litigation related to injuries occurring at our racetracks; compliance with the Foreign Corrupt Practices Act or other similar laws and regulations, or applicable anti-money laundering regulations; payment-related risks, such as risk associated with fraudulent credit card or debit card use; work stoppages and labor problems; risks related to pending or future legal proceedings and other actions; highly regulated operations and changes in the regulatory environment could adversely affect our business; restrictions in our debt facilities limiting our flexibility to operate our business; failure to comply with the financial ratios and other covenants in our debt facilities and other indebtedness; increases to interest rates, disruption in the credit markets or changes to our credit ratings may adversely affect our business; increase in our insurance costs, or inability to obtain similar insurance coverage in the future, and any inability to recover under our insurance policies for damages sustained at our properties in the event of inclement weather and casualty events; whether the objective of a strategic alternative review process will be achieved; the terms, structure, benefits and costs of any strategic transaction; the timing of any strategic transaction and whether any strategic transaction will be consummated on the terms proposed or at all; the risk that the announcement or exploration of strategic alternatives could have an adverse effect on our ability to retain key personnel and maintain relationships with partners, suppliers, employees, shareholders and other business relationships; the risk of any unexpected costs or expenses resulting from the exploration of strategic alternatives; the risk of any litigation relating to the exploration of strategic alternatives or any strategic transaction; and other factors described under the heading "Risk Factors" in our most recent Annual Report on Form 10-K and in other filings we make with the Securities and Exchange Commission.

We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
6

CHURCHILL DOWNS INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)

Three Months Ended September 30,Nine Months Ended September 30,
(in millions, except per common share data)2026202520262025
Net revenue:
Live and Historical Racing$308 $300 $1,148 $1,083 
Wagering Services and Solutions116 118 392 383 
Gaming272 265 799 794 
All Other— — — — 
Total net revenue696 683 2,339 2,260 
Operating expense:
Live and Historical Racing216 205 683 651 
Wagering Services and Solutions76 77 240 235 
Gaming195 192 575 575 
All Other2 5 12 13 
Selling, general and administrative expense60 59 180 175 
Asset impairments, net— 46 — 48 
Transaction expense, net4 1 6 3 
Total operating expense553 585 1,696 1,700 
Operating income143 98 643 560 
Other (expense) income:
Interest expense, net(69)(75)(211)(222)
Equity in income of unconsolidated affiliates38 35 115 105 
Miscellaneous, net(1)3 5 6 
Total other (expense) income(32)(37)(91)(111)
Income from operations before provision for income taxes111 61 552 449 
Income tax provision(31)(22)(147)(115)
Net income80 39 405 334 
Net income attributable to noncontrolling interests— 1 1 2 
Net income attributable to
Churchill Downs Incorporated		$80 $38 $404 $332 
Net income attributable to Churchill Downs Incorporated per common share data:
Basic net income$1.15 $0.54 $5.75 $4.59 
Diluted net income$1.15 $0.54 $5.73 $4.55 
Weighted average shares outstanding:
Basic70 70 70 72 
Diluted70 71 70 73 
7

CHURCHILL DOWNS INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

(in millions)September 30, 2026December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents
$167 $201 
Restricted cash
92 88 
Accounts receivable, net
106 93 
Income taxes receivable
— 17 
Other current assets
53 44 
Total current assets418 443 
Property and equipment, net
2,921 2,919 
Investment in and advances to unconsolidated affiliates
694 685 
Goodwill
900 900 
Other intangible assets, net
2,510 2,515 
Other assets
24 23 
Total assets$7,467 $7,485 
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable
$221 $184 
Accrued expenses and other current liabilities403 400 
Income taxes payable3 — 
Current deferred revenue
36 55 
Current maturities of long-term debt and notes payable
659 63 
Dividends payable
— 31 
Total current liabilities1,322 733 
Long-term debt, net of current maturities and loan origination fees
1,578 1,986 
Notes payable, net of current maturities and debt issuance costs
2,485 3,081 
Non-current deferred revenue12 15 
Deferred income taxes
582 520 
Other liabilities
85 94 
Total liabilities6,064 6,429 
Commitments and contingencies
Redeemable noncontrolling interest24 46 
Shareholders' equity:
Preferred stock— — 
Common stock— — 
Retained earnings
1,380 1,011 
Accumulated other comprehensive loss
(1)(1)
Total Churchill Downs Incorporated shareholders' equity1,379 1,010 
Total liabilities and shareholders' equity$7,467 $7,485 

8

CHURCHILL DOWNS INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended September 30,
(in millions)20262025
Cash flows from operating activities:
Net income $405 $334 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization176 174 
Distributions from unconsolidated affiliates106 91 
Equity in income of unconsolidated affiliates(115)(105)
Stock-based compensation19 18 
Deferred income taxes62 58 
Asset impairments— 88 
Gain on settlement of liability— (40)
Amortization of operating lease assets5 5 
Other8 8 
Changes in operating assets and liabilities:
Income taxes20 42 
Deferred revenue(22)(27)
Other assets and liabilities(4)28 
Net cash provided by operating activities660 674 
Cash flows from investing activities:
Capital maintenance expenditures(57)(53)
Capital project expenditures(119)(172)
Acquisition of gaming rights, net of cash acquired— (185)
Other(2)(11)
Net cash used in investing activities(178)(421)
Cash flows from financing activities:
Proceeds from borrowings under long-term debt obligations1,266 948 
Repayments of borrowings under long-term debt obligations(1,673)(754)
Payment of dividends(31)(30)
Acquisition of noncontrolling interest(31)— 
Repurchase of common stock(44)(396)
Taxes paid related to net share settlement of stock awards (3)(4)
Debt issuance costs(7)— 
Change in bank overdraft8 (2)
Other3 1 
Net cash used in financing activities(512)(237)
Net (decrease) increase in cash, cash equivalents and restricted cash(30)16 
Cash, cash equivalents and restricted cash, beginning of period289 252 
Cash, cash equivalents and restricted cash, end of period$259 $268 

9

CHURCHILL DOWNS INCORPORATED
SUPPLEMENTAL INFORMATION
(Unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
(in millions, except per common share data)2026202520262025
GAAP net income attributable to CDI$80 $38 $404 $332 
Adjustments, continuing operations:
Transaction, pre-opening, and other expense6 7 15 20 
Other charges and recoveries, net2 — (3)(1)
Asset impairments, net— 46 — 48 
Income tax impact on net income adjustments (a)
(2)(14)(3)(17)
Total adjustments6 39 9 50 
Adjusted net income attributable to CDI$86 $77 $413 $382 
Adjusted diluted EPS$1.23 $1.09 $5.89 $5.26 
Weighted average shares outstanding - Diluted70 71 7073

(a)The income tax impact for each adjustment is derived by applying the effective tax rate, including current and deferred income tax expense, based upon the jurisdiction and the nature of the adjustment.

Three Months Ended September 30,Nine Months Ended
September 30,
(in millions)2026202520262025
Total Wagering
TwinSpires Horse Racing(a)
$485 $472 $1,494 $1,465 
(a) TwinSpires Horse Racing wagering does not include wagering generated by Velocity and national affiliates.
10

CHURCHILL DOWNS INCORPORATED
SUPPLEMENTAL INFORMATION
(Unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
(in millions)2026202520262025
Net revenue from external customers:
Live and Historical Racing:
Churchill Downs Racetrack$12 $11 $262 $243 
Louisville54 54 168 163 
Northern Kentucky29 26 94 84 
Southwestern Kentucky48 42 141 126 
Western Kentucky23 22 60 50 
Virginia139 140 410 406 
New Hampshire3 5 13 11 
Total Live and Historical Racing$308 $300 $1,148 $1,083 
Wagering Services and Solutions:$116 $118 $392 $383 
Gaming:
Florida$21 $23 $69 $74 
Iowa23 24 71 71 
Indiana34 33 102 97 
Louisiana27 26 92 103 
Maine31 29 82 81 
Maryland32 31 81 77 
Mississippi23 22 71 71 
New York51 48 148 139 
Pennsylvania30 29 83 81 
Total Gaming$272 $265 $799 $794 
All Other— — — — 
Net revenue from external customers$696 $683 $2,339 $2,260 
Intercompany net revenues:
Live and Historical Racing$7 $5 $43 $40 
Wagering Services and Solutions10 9 30 28 
Gaming1 1 6 5 
All Other2 2 6 6 
Eliminations(20)(17)(85)(79)
Intercompany net revenue$— $— $— $— 

11

CHURCHILL DOWNS INCORPORATED
SUPPLEMENTAL INFORMATION
(Unaudited)
Three Months Ended September 30, 2026
(in millions)Live and Historical RacingWagering Services and SolutionsGamingTotal SegmentsAll OtherTotal
Net revenue from external customers
Pari-mutuel:
Live and simulcast racing$16 $87 $5 $108 $— $108 
Historical racing(a)
258 — — 258 — 258 
Racing event-related services4 — — 4 — 4 
Gaming(a)
3 3 237 243 — 243 
Other(a)
27 26 30 83 — 83 
Total$308 $116 $272 $696 $— $696 


Three Months Ended September 30, 2025
(in millions)Live and Historical RacingWagering Services and SolutionsGamingTotal SegmentsAll OtherTotal
Net revenue from external customers
Pari-mutuel:
Live and simulcast racing$16 $87 $5 $108 $— $108 
Historical racing(a)
252 — — 252 — 252 
Racing event-related services4 — — 4 — 4 
Gaming(a)
5 4 230 239 — 239 
Other(a)
23 27 30 80 — 80 
Total$300 $118 $265 $683 $— $683 
(a)Food and beverage, hotel, and other services furnished to customers for free as an inducement to wager or through the redemption of our customers' loyalty points are recorded at the estimated standalone selling prices in other revenue with a corresponding offset recorded as a reduction in historical racing pari-mutuel revenue for HRMs or gaming revenue for our casino properties. These amounts were $16 million for the three months ended September 30, 2026 and $15 million for the three months ended September 30, 2025.


12


Nine Months Ended September 30, 2026
(in millions)Live and Historical RacingWagering Services and SolutionsGamingTotal SegmentsAll OtherTotal
Net revenue from external customers
Pari-mutuel:
Live and simulcast racing$80 $301 $19 $400 $— $400 
Historical racing(a)
780 — — 780 — 780 
Racing event-related services197 — 1 198 — 198 
Gaming(a)
10 13 687 710 — 710 
Other(a)
81 78 92 251 — 251 
Total$1,148 $392 $799 $2,339 $— $2,339 

Nine Months Ended September 30, 2025
(in millions)Live and Historical RacingWagering Services and SolutionsGamingTotal SegmentsAll OtherTotal
Net revenue from external customers
Pari-mutuel:
Live and simulcast racing$81 $292 $20 $393 $— $393 
Historical racing(a)
741 — 14 755 — 755 
Racing event-related services178 — 1 179 — 179 
Gaming(a)
11 12 669 692 — 692 
Other(a)
72 79 90 241 — 241 
Total$1,083 $383 $794 $2,260 $— $2,260 
(a)Food and beverage, hotel, and other services furnished to customers for free as an inducement to wager or through the redemption of our customers' loyalty points are recorded at the estimated standalone selling prices in other revenue with a corresponding offset recorded as a reduction in historical racing pari-mutuel revenue for HRMs or gaming revenue for our casino properties. These amounts were $48 million for the nine months ended September 30, 2026 and $45 million for the nine months ended September 30, 2025.

13

CHURCHILL DOWNS INCORPORATED
SUPPLEMENTAL INFORMATION
(Unaudited)

Adjusted EBITDA by segment is comprised of the following:
Three Months Ended September 30, 2026
(in millions)Live and Historical RacingWagering Services and SolutionsGamingTotal SegmentsAll OtherEliminationsTotal
Revenue$315 $126 $273 $714 $2 $(20)$696 
Pari-mutuel taxes and purses(87)(6)(6)(99)— — (99)
Gaming taxes(1)— (84)(85)— — (85)
Marketing and advertising(12)— (9)(21)— — (21)
Salaries and benefits(38)(9)(43)(90)— — (90)
Content expense(1)(47)(2)(50)— 7 (43)
Selling, general and administrative expense(11)(3)(11)(25)(22)— (47)
Maintenance, insurance and utilities(13)(3)(10)(26)(2)3 (25)
Gaming equipment rental and technology costs(15)(1)(5)(21)— 10 (11)
Food and beverage costs(4)— (4)(8)— — (8)
Other operating expense(a)
(23)(9)(18)(50)(1)— (51)
Equity in income of unconsolidated affiliates— — 47 47 — — 47 
Other income1 — — 1 — — 1 
Adjusted EBITDA$111 $48 $128 $287 $(23)$— $264 
Three Months Ended September 30, 2025
(in millions)Live and Historical RacingWagering Services and SolutionsGamingTotal SegmentsAll OtherEliminationsTotal
Revenue$305 $127 $266 $698 $2 $(17)$683 
Pari-mutuel taxes and purses(80)(6)(7)(93)— — (93)
Gaming taxes(2)(1)(82)(85)— — (85)
Marketing and advertising(13)(1)(9)(23)— — (23)
Salaries and benefits(37)(9)(41)(87)— — (87)
Content expense(2)(49)(3)(54)— 7 (47)
Selling, general and administrative expense(11)(3)(10)(24)(22)1 (45)
Maintenance, insurance and utilities(11)(1)(11)(23)(3)2 (24)
Gaming equipment rental and technology costs(13)— (4)(17)— 7 (10)
Food and beverage costs(3)— (4)(7)— — (7)
Other operating expense(a)
(21)(11)(16)(48)— — (48)
Equity in income of unconsolidated affiliates— — 44 44 — — 44 
Other income4 — — 4 — — 4 
Adjusted EBITDA$116 $46 $123 $285 $(23)$— $262 
(a) Other operating expense primarily includes supplies, regulatory licenses and fees, property taxes, and third-party service fees and costs.
14

Nine Months Ended September 30, 2026
(in millions)Live and Historical RacingWagering Services and SolutionsGamingTotal SegmentsAll OtherEliminationsTotal
Revenue$1,191 $422 $805 $2,418 $6 $(85)$2,339 
Pari-mutuel taxes and purses(282)(18)(24)(324)— — (324)
Gaming taxes(5)(1)(240)(246)— — (246)
Marketing and advertising(40)(8)(25)(73)— — (73)
Salaries and benefits(112)(26)(127)(265)— — (265)
Content expense(3)(168)(5)(176)— 51 (125)
Selling, general and administrative expense(36)(11)(35)(82)(68)— (150)
Maintenance, insurance and utilities(38)(8)(29)(75)(9)7 (77)
Gaming equipment rental and technology costs(42)(4)(14)(60)— 27 (33)
Food and beverage costs(12)— (13)(25)— — (25)
Other operating expense(a)
(80)(33)(53)(166)(2)— (168)
Equity in income of unconsolidated affiliates— — 143 143 — — 143 
Other income1 — 1 2 — — 2 
Adjusted EBITDA$542 $145 $384 $1,071 $(73)$— $998 
Nine Months Ended September 30, 2025
(in millions)Live and Historical RacingWagering Services and SolutionsGamingTotal SegmentsAll OtherEliminationsTotal
Revenue$1,123 $411 $799 $2,333 $6 $(79)$2,260 
Pari-mutuel taxes and purses(268)(18)(29)(315)— — (315)
Gaming taxes(5)(2)(234)(241)— — (241)
Marketing and advertising(43)(8)(26)(77)— — (77)
Salaries and benefits(107)(26)(128)(261)— — (261)
Content expense(5)(169)(7)(181)— 49 (132)
Selling, general and administrative expense(32)(13)(32)(77)(65)1 (141)
Maintenance, insurance and utilities(33)(3)(30)(66)(7)6 (67)
Gaming equipment rental and technology costs(37)(2)(13)(52)— 23 (29)
Food and beverage costs(11)— (12)(23)— — (23)
Other operating expense(a)
(71)(35)(49)(155)— — (155)
Equity in income of unconsolidated affiliates— — 134 134 — — 134 
Other income4 — 1 5 — — 5 
Adjusted EBITDA$515 $135 $374 $1,024 $(66)$— $958 
(a) Other operating expense primarily includes supplies, regulatory licenses and fees, property taxes, and third-party service fees and costs.

15

CHURCHILL DOWNS INCORPORATED
SUPPLEMENTAL INFORMATION
(Unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
(in millions)2026202520262025
Reconciliation of Net Income to Adjusted EBITDA:
Net income attributable to Churchill Downs Incorporated$80 $38 $404 $332 
Net income attributable to noncontrolling interests— 1 1 2 
Net income80 39 405 334 
Adjustments:
Depreciation and amortization61 57 176 174 
Interest expense69 75 211 222 
Income tax provision 31 22 147 115 
Stock-based compensation expense 6 7 19 18 
Pre-opening expense2 3 7 9 
Other expenses, net— 3 2 7 
Asset impairments, net— 46 — 48 
Transaction expense, net4 1 6 3 
Other income, expense:
Interest, depreciation and amortization expense related to equity investments9 9 28 29 
Other charges and recoveries, net2 — (3)(1)
Total adjustments 184 223 593 624 
Adjusted EBITDA$264 $262 $998 $958 
Adjusted EBITDA by segment:
Live and Historical Racing$111 $116 $542 $515 
Wagering Services and Solutions48 46 145 135 
Gaming128 123 384 374 
Total segment Adjusted EBITDA287 285 1,071 1,024 
All Other(23)(23)(73)(66)
Total Adjusted EBITDA$264 $262 $998 $958 


16

CHURCHILL DOWNS INCORPORATED
SUPPLEMENTAL JOINT VENTURE FINANCIAL STATEMENTS
(Unaudited)
Summarized financial information for our equity investments is comprised of the following:
Summarized Income Statement
Three Months Ended September 30,Nine Months Ended September 30,
(in millions)2026202520262025
Net revenue$224 $211 $668 $632 
Operating and SG&A expense141 133 420 398 
Depreciation and amortization6 6 18 18 
Operating income77 72 230 216 
Interest and other expense, net(10)(10)(29)(31)
Net income$67 $62 $201 $185 
Summarized Balance Sheet
(in millions)September 30, 2026December 31, 2025
Assets
Current assets$107 $109 
Property and equipment, net305 315 
Other assets, net265 265 
Total assets$677 $689 
Liabilities and Members' Deficit
Current liabilities$107 $89 
Long-term debt760 803 
Members' deficit(190)(203)
Total liabilities and members' deficit$677 $689 


17

CHURCHILL DOWNS INCORPORATED
SUPPLEMENTAL INFORMATION
(Unaudited)
2026 capital projects for the Company are as follows:
(in millions)ProjectTarget
Completion		2026
Planned Spend
Live and Historical Racing Segment
Churchill Downs RacetrackVictory RunApril 2028$40-45
New HampshireRockingham Grand Casino (HRM Venue)Mid-2027$45-50
All Other & Completed Projects
All Other ProjectsTBD$15-20
Completed ProjectsCompleted$60-65
Total:$160-180
18

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