Financial Analysis

19. CONTINGENCIES We are involved in litigation arising in the ordinary course of conducting business. We carry insurance for workers' compensation claims from our employees and general liability for claims from independent contractors, customers, and guests. We are self-insured up to an aggregate stop loss for our general liability and workers' compensation coverages. We review all litigation on an ongoing basis when making accrual and disclosure decisions. For certain legal proceedings, we cannot reasonably estimate losses or a range of loss, if any, particularly for proceedings that are in the early stages of development or where the plaintiffs seek indeterminate damages. Various factors, including but not limited to, the outcome of potentially lengthy discovery and the resolution of important factual questions, may need to be determined before probability can be established or before a loss or range of loss can be reasonably estimated. In accordance with current accounting standards for loss contingencies and based upon information currently known to us, we establish reserves for litigation when it is probable that a loss associated with a claim or proceeding has been incurred and the amount of the loss or range of loss can be reasonably estimated. When no amount within the range of loss is a better estimate than any other amount, we accrue the minimum amount of the estimable loss. To the extent that such litigation against us may have an exposure to a loss in excess of t …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

"17. BOARD OF DIRECTOR AND EMPLOYEE BENEFIT PLANS Board of Directors and Officers Retirement Plan Under the 2005 Deferred Compensation Plan (the ""Deferred Plan""), members of our Board of Directors may elect to invest the deferred director fee compensation into our common stock within the Deferred Plan. Investments in our common stock are credited as hypothetical shares of common stock based on the market price of the stock at the time the compensation was earned. Upon the end of the director's service, common stock shares or the cash value is issued to the director based upon their elections. Prior to December 13, 2019, we provided eligible executives the opportunity to defer the receipt of base and bonus compensation to a future date and included a Company matching contribution on base compensation with certain limits through the Deferred Plan. On December 13, 2019, the Compensation Committee elected to freeze the Deferred Plan for eligible executives after the 2019 plan year. On December 13, 2019, the Compensation Committee adopted the Churchill Downs Incorporated Restricted Stock Unit Deferral Plan, effective January 1, 2020 (the ""RSU Deferral Plan""). The Compensation Committee adopted an Amended and Restated Churchill Downs Incorporated Equity Award Deferral Plan, effective December 31, 2024 (the ""Equity Award Deferral Plan"") to amend the RSU Deferral Plan. Under the Equity Award Deferral Plan, certain individual employees who are management or highly compensated em …

CompensationAndEmployeeBenefitPlansTextBlock · excerpt; the full note is in the filing

"10. STOCK-BASED COMPENSATION PLANS Our total stock based compensation expense, which includes expense related to restricted stock awards, restricted stock unit awards, performance share unit awards, and stock options associated with our employee stock purchase plan, was $30.2 million in 2025, $36.1 million in 2024, and $32.9 million in 2023. We recorded a tax benefit related to stock-based compensation expense of $3.2 million in 2025, $2.8 million in 2024, and $2.3 million in 2023. Our stock-based employee compensation plans are described below. 2025 Omnibus Stock Incentive Plan On February 18, 2025, our Board of Directors approved the replacement of the Churchill Downs Incorporated 2016 Omnibus Stock Incentive Plan (the ""2016 Plan"") with a new plan, the Churchill Downs Incorporated 2025 Omnibus Stock and Incentive Plan (the ""2025 Plan""). The 2025 Plan was approved by shareholders at the Company's 2025 Annual Meeting of Shareholders held on April 22, 2025, and no further awards will be granted under the 2016 Plan. We have stock-based employee compensation plans with awards outstanding under the 2016 Plan, the 2025 Plan, and the Executive Long-Term Incentive Compensation Plan, which was adopted pursuant to the 2016 Plan. The Plans are intended to advance our long-term success by encouraging stock ownership among key employees and the Board of Directors. Awards may be in the form of stock options, stock appreciation rights, restricted stock awards (""RSA""), restricted sto …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

18. FAIR VALUE OF ASSETS AND LIABILITIES We endeavor to utilize the best available information in measuring fair value. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The following methods and assumptions are used to estimate the fair value of each class of financial instruments for which it is practicable to estimate: Restricted Cash Our restricted cash accounts that are held in interest-bearing accounts qualify for Level 1 in the fair value hierarchy, which includes unadjusted quoted market prices in active markets for identical assets. Debt The fair value of the Companys 2031 Senior Notes, 2030 Senior Notes, 2028 Senior Notes, and 2027 Senior Notes are estimated based on unadjusted quoted prices for identical or similar liabilities in markets that are not active and as such are Level 2 measurements. The fair values of the Company's Term Loan B-1, Term Loan A, and Revolver under the Credit Agreement approximate the gross carrying value of the variable rate debt and as such are Level 2 measurements. The carrying amounts and estimated fair values by input level of the Company's financial instruments are as follows: December 31, 2025 (in millions) Carrying Amount Fair Value Level 1 Level 2 Level 3 Financial assets: Restricted cash $ 87.9 $ 87.9 $ 87.9 $ $ Financial liabilities: Term Loan B-1 284.2 285.8 285.8 Term Loan A 1,107.9 1,112.3 1,112.3 Revolver 657.0 657.0 657.0 2027 Senior Notes 59 …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

8. INCOME TAXES Components of the provision for income taxes are as follows: Years Ended December 31, (in millions) 2025 2024 2023 Current provision: Federal $ 43.9 $ 75.2 $ 74.4 State and local 16.2 24.4 22.8 Foreign (0.1) 60.1 99.6 97.1 Deferred provision: Federal 63.3 44.2 42.5 State and local 23.5 0.3 4.9 86.8 44.5 47.4 Income tax provision $ 146.9 $ 144.1 $ 144.5 Income from operations before provision for income taxes for the year ended December 31, 2025, 2024 and 2023 was $532.4 million, $573.2 million and $561.8 million, respectively, and were all domestic in each period. Our income tax provision is different from the amount computed by applying the federal statutory income tax rate to income from operations before taxes as follows: Years Ended December 31, (in millions) 2025 2024 2023 Income from operations before provision for income taxes $ 532.4 $ 573.2 $ 561.8 Federal statutory tax on earnings before income taxes $ 111.8 21.0 % $ 120.3 21.0 % $ 117.9 21.0 % State income taxes, net of federal income tax benefit 31.7 6.0 % 19.7 3.4 % 23.5 4.2 % Effect of cross border tax laws (0.4) (0.1) % (0.4) (0.1) % Tax credits (1.1) (0.2) % (0.9) (0.1) % (0.8) (0.1) % Nontaxable or nondeductible items - U.S. federal Non-deductible officer's compensation 6.5 1.2 % 7.0 1.2 % 5.0 0.9 % Other (1.4) (0.3) % (0.1) 0.7 0.1 % Changes in unrecognized tax benefits - fed, state & foreign (0.6) (0.1) % (1.5) (0.3) % (1.4) (0.3) % Income tax provision $ 146.9 27.6 % $ 144.1 25.1 % $ 14 …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

16. LEASES Our operating leases with terms greater than one year are primarily related to buildings and land. Our operating leases with terms less than one year are primarily related to equipment. Most of our building and land leases have terms of 2 to 10 years and include one or more options to renew, with renewal terms that can extend the lease term from 1 to 5 years or more. Certain of our lease agreements include lease payments based on a percentage of net gaming revenue and others include rental payment adjustments periodically for inflation. The estimated discount rate for each of our leases is determined based on adjustments made to our secured debt borrowing rate. The components of total lease cost were as follows: Years Ended December 31, (in millions) 2025 2024 Short-term lease cost (a) (b) $ 23.6 $ 21.0 Operating lease cost (b) 7.9 9.5 Finance lease interest expense 1.8 2.3 Finance lease amortization expense (b) 3.7 4.2 Total lease cost $ 37.0 $ 37.0 (a) Includes leases with terms of one year or less. (b) Includes variable lease costs, which were not material. Supplemental cash flow information related to leases are as follows: Years Ended December 31, (in millions) 2025 2024 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 6.8 $ 6.5 Operating cash flows from finance leases 1.8 2.1 Financing cash flows from finance leases 2.9 2.6 Right-of-use assets obtained in exchange for lease obligations Operati …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

"11. DEBT The following table presents our total debt outstanding: (in millions) December 31, 2025 December 31, 2024 Term Loan B-1 due 2028 $ 285.8 $ 288.8 Term Loan A due 2029 1,112.3 1,172.4 Revolver 657.0 377.5 2027 Senior Notes 600.0 600.0 2028 Senior Notes 700.0 700.0 2030 Senior Notes 1,200.0 1,200.0 2031 Senior Notes 600.0 600.0 Total debt 5,155.1 4,938.7 Current maturities of long-term debt (63.1) (63.1) Unamortized premium and deferred finance charges (24.9) (31.5) Total debt, net of current maturities and costs $ 5,067.1 $ 4,844.1 Credit Agreement At December 31, 2025, the Companys senior secured credit facility (as amended from time to time, the ""Credit Agreement"") consisted of a $1.2 billion revolving credit facility (the ""Revolver""), $285.8 million senior secured term loan B-1 due 2028 (the ""Term Loan B-1""), $1.1 billion senior secured term loan A due 2029 (the ""Term Loan A""), and $100.0 million swing line commitment. Certain amendments to the Credit Agreement entered into during 2023, 2024, and 2025 are described below. On February 24, 2023, the Company closed an amendment of the Credit Agreement to increase the loans under the Term Loan A from $800.0 million to $1.3 billion and made certain other changes to the existing credit agreement. The Company used the net proceeds from the borrowings under the increased Term Loan A to repay outstanding loans under its Revolver, pay related transaction fees and expenses, and for general corporate purposes. On July …

LongTermDebtTextBlock · excerpt; the full note is in the filing

"Recent Accounting Pronouncements - Adopted in 2025 In December 2023, the Financial Accounting Standards Board (""FASB"") issued Accounting Standards Update (""ASU"") 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. The amendments were effective for the Company for fiscal years beginning after December 15, 2024, and will be effective for the interim periods within fiscal years beginning after December 15, 2025. The adoption of this ASU, including retrospective application, did not have a material impact on our business. Refer to Note 8, Income Taxes and the Consolidated Statements of Cash Flows for the applicable disclosures required by this guidance. Recent Accounting Pronouncements - Effective in 2026 or thereafter In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the Securities and Exchange Commissions (""SEC"") Disclosure Update and Simplification Initiative, to amend certain disclosure and presentation requirements for a variety of topics within FASB's Accounting Standards Codification (""ASC""). These amendments align the requirements in the ASC regarding the removal of certain disclosure requirements set out in Regulation …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

22. RELATED PARTY TRANSACTIONS Directors and employees may from time to time own or have interests in horses racing at our racetracks. All such races are conducted under the regulations of each states respective regulatory agency, as applicable, and no director or employee receives any extra or special benefit with regard to having his or her horses selected to run in races or in connection with the actual running of races. There is no material financial statement impact attributable to directors or employees who may have interests in horses racing at our racetracks. In the ordinary course of business, we may enter into transactions with certain of our officers and directors for the sale of personal seat licenses, suite accommodations, and tickets for our live racing events. We believe that each such transaction has been on terms no less favorable for us than could have been obtained in a transaction with a third-party, and no officer or director received any extra or special benefit in connection with such transactions. Stock Repurchase Agreement On December 18, 2023, the Company entered into the 2023 Stock Repurchase Agreement with an affiliate of TDG to repurchase 1,000,000 shares of the Companys common stock, for $123.75 per share representing a discount of 4.03% to the closing price on December 15, 2023 of $128.95 for an aggregate purchase price of $123.8 million. The repurchase of the shares of Company's common stock pursuant to the 2023 Stock Repurchase Agreement close …

RelatedPartyTransactionsDisclosureTextBlock · excerpt; the full note is in the filing

12. REVENUE FROM CONTRACTS WITH CUSTOMERS Performance Obligations As of December 31, 2025, our Live and Historical Racing segment had remaining performance obligations on contracts with a duration greater than one year relating to television rights, sponsorships, personal seat licenses, and admissions, with an aggregate transaction price of $255.3 million. The revenue we expect to recognize on these remaining performance obligations is $70.8 million in 2026, $60.2 million in 2027, $35.6 million in 2028, and the remainder thereafter. As of December 31, 2025, our remaining performance obligations on contracts with a duration greater than one year in segments other than Live and Historical Racing were not material. Contract Assets and Contract Liabilities Contract assets were not material as of December 31, 2025 and 2024. Contract liabilities were $79.7 million as of December 31, 2025 and $81.5 million as of December 31, 2024. Contract liabilities are included in current deferred revenue, non-current deferred revenue, and accrued expense and other current liabilities in the accompanying Consolidated Balance Sheets. Contract liabilities primarily relate to our Live and Historical Racing segment. The decrease in contract liabilities from December 31, 2024 to December 31, 2025 was primarily due to the recognition of revenue for fulfilled performance obligations. We recognized $61.2 million of revenue during the year ended December 31, 2025 that was included in the contract liabilit …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

"21. SEGMENT INFORMATION We manage our operations through three reportable segments: Live and Historical Racing, Wagering Services and Solutions, and Gaming. Our operating segments reflect the internal management reporting used by our chief operating decision maker, Chief Executive Officer, to evaluate results of operations and to assess performance and allocate resources. Live and Historical Racing The Live and Historical Racing segment includes live and historical pari-mutuel racing related revenue and expenses at Churchill Downs Racetrack and our historical racing properties in Kentucky, Virginia, and New Hampshire. Our Live and Historical Racing properties earn commissions primarily from pari-mutuel wagering on live and historical races; simulcast fees earned from other wagering sites, fees from racing event-related services including admissions, personal seat licenses, sponsorships, television rights, and other miscellaneous services, and revenue from food and beverage services. Wagering Services and Solutions The Wagering Services and Solutions segment includes the revenue and expenses for TwinSpires Horse Racing, our sports betting business, United Tote, and Exacta. TwinSpires Horse Racing operates the online horse racing wagering business for TwinSpires.com, BetAmerica.com, and other white-label platforms; facilitates high dollar wagering by international customers; and provides the Bloodstock Research Information Services platform for horse racing statistical data. O …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

"2. SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. We consolidate all subsidiaries in which we have a controlling financial interest and variable interest entities (""VIEs"") for which we or one of our consolidated subsidiaries is the primary beneficiary. We consolidate a VIE when we have both the power to direct the activities that most significantly impact the results of the VIE and the right to receive benefits or the obligation to absorb losses of the entity that could be potentially significant to the VIE. Use of Estimates Our financial statements have been prepared in conformity with U.S. generally accepted accounting principles (""GAAP""), which requires management to make estimates, judgments and assumptions that we believe are reasonable based on our historical experience, contract terms, observance of known trends in our Company and the industry as a whole and information available from other outside sources. Our estimates affect the reported amounts of assets and liabilities and related disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results may differ from those initial estimates. Goodwill and Intangible Assets Goodwill and indefinite-lived inta …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

"9. SHAREHOLDERS' EQUITY Stock Repurchase Programs 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. Share repurchases may be made at managements 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. We had approximately $429.5 million of repurchase authority remaining under the July 2025 Stock Repurchase Program at December 31, 2025, based on trade date. On March 12, 2025, the Board of Directors of the Company approved a new 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 2021 Stock Repurchase Program. As described above, the March 2025 Stock Repurchase Program has since been replaced by the July 2025 Stock Repurchase Program. On September 29, 2021, the Board of Directors of the Company approved a common stock repurchase program of up to $500.0 million (""2021 Stock Repurchase Program""). As described above, the 2021 Stock Repurchase Program was replaced by the March …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

14. CONTINGENCIES We are involved in litigation arising in the ordinary course of conducting business. We carry insurance for workers' compensation claims from our employees and general liability for claims from independent contractors, customers, and guests. We are self-insured up to an aggregate stop loss for our general liability and workers' compensation coverages. We review all litigation on an ongoing basis when making accrual and disclosure decisions. For certain legal proceedings, we cannot reasonably estimate losses or a range of loss, if any, particularly for proceedings that are in the early stages of development or where the plaintiffs seek indeterminate damages. Various factors, including but not limited to, the outcome of potentially lengthy discovery and the resolution of important factual questions, may need to be determined before probability can be established or before a loss or range of loss can be reasonably estimated. In accordance with current accounting standards for loss contingencies and based upon information currently known to us, we establish reserves for litigation when it is probable that a loss associated with a claim or proceeding has been incurred and the amount of the loss or range of loss can be reasonably estimated. When no amount within the range of loss is a better estimate than any other amount, we accrue the minimum amount of the estimable loss. To the extent that such litigation against us may have an exposure to a loss in excess of t …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

"7. STOCK-BASED COMPENSATION PLANS On February 18, 2025, our Board of Directors approved the replacement of the Churchill Downs Incorporated 2016 Omnibus Stock Incentive Plan (the ""2016 Plan"") with a new plan, the Churchill Downs Incorporated 2025 Omnibus Stock and Incentive Plan (the ""2025 Plan""). The 2025 Plan was approved by shareholders at the Company's 2025 Annual Meeting of Shareholders held on April 22, 2025, and no further awards will be granted under the 2016 Plan. We have stock-based employee compensation plans with awards outstanding under the 2016 Plan, the 2025 Plan, and the Executive Long-Term Incentive Compensation Plan, which was adopted pursuant to the 2016 Plan. Our total stock-based compensation expense, which includes expenses related to restricted stock awards (""RSAs""), restricted stock unit awards (""RSUs""), performance share unit awards (""PSUs""), and stock options associated with our employee stock purchase plan was $8 million and $13 million fo r the three months and six months ended June 30, 2026 and $7 million and $11 million for the three months and six months ended June 30, 2025, respectively. At June 30, 2026 and December 31, 2025, the Com pany had $14 million and $21 million, respectively, recorded as liability-classified awards, which are included in accrued expense and other liabilities in the accompanying Condensed Consolidated Balance Sheets. During the six months ended June 30, 2026, the Company awarded RSUs to employees, as well as …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

13. FAIR VALUE OF ASSETS AND LIABILITIES We endeavor to utilize the best available information in measuring fair value. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The following methods and assumptions are used to estimate the fair value of each class of financial instruments for which it is practicable to estimate. Restricted Cash Our restricted cash accounts held in money market and interest-bearing accounts qualify for Level 1 in the fair value hierarchy, which includes unadjusted quoted market prices in active markets for identical assets. Debt The fair value of the Companys 2031 Senior Notes, 2030 Senior Notes, 2028 Senior Notes, and 2027 Senior Notes are estimated based on unadjusted quoted prices for identical or similar liabilities in markets that are not active and as such are Level 2 measurements. The fair values of the Company's Term Loan B-1, Term Loan A, and Revolver under the Credit Agreement approximate the gross carrying value of the variable rate debt and as such are Level 2 measurements. The carrying amounts and estimated fair values by input level of the Company's financial instruments are as follows: June 30, 2026 (in millions) Carrying Amount Fair Value Level 1 Level 2 Level 3 Financial assets: Restricted cash $ 99 $ 99 $ 99 $ $ Financial liabilities: Term Loan B-1 283 284 284 Term Loan A 1,078 1,082 1,082 Revolver 329 329 329 2027 Senior Notes 599 599 599 2028 Senio …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

"4. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill was $900 million as of June 30, 2026 and December 31, 2025. We performed our annual goodwill impairment analysis as of April 1, 2026, and no adjustment to the carrying value of goodwill was required. We assessed goodwill for impairment by performing qualitative or quantitative analyses for each reporting unit. We concluded that the fair values of our reporting units exceeded their carrying values, and therefore no impairments were identified. Other intangible assets are comprised of the following: June 30, 2026 December 31, 2025 (in millions) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Definite-lived intangible assets $ 98 $ (47) $ 51 $ 96 $ (42) $ 54 Indefinite-lived intangible assets 2,462 2,461 Total $ 2,513 $ 2,515 The Company continues to monitor the regulatory and competitive environment and the impact on the results of operations of Presque Isle Downs and Casino (""Presque Isle""). Future regulatory changes and increased competition could have a negative impact on the estimates and assumptions utilized in our asset impairment assessments. These potential impacts could increase the risk of a future impairment of assets at Presque Isle. We performed our annual indefinite-lived intangible assets impairment analysis as of April 1, 2026. We assessed our indefinite-lived intangible assets for impairment by performing qualitative or quant …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

5. INCOME TAXES The Companys effective income tax rates of 26.2% for the three months and 26.3% for the six months ended June 30, 2026 were higher than the U.S. federal statutory rate of 21.0% primarily resulting from state income taxes and non-deductible expenses. The Companys effective income tax rate of 25.5% for the three months ended June 30, 2025 was higher than the U.S. federal statutory rate of 21.0% primarily resulting from state income taxes and nondeductible officers compensation. The Companys effective income tax rate of 24.0% for the six months ended June 30, 2025 was higher than the U.S. federal statutory rate of 21.0% primarily resulting from state income taxes and non-deductible officers compensation, partially offset by tax benefits from the remeasurement of deferred income tax liabilities, as a result of certain entity classification elections that were made in the first quarter of 2025, which decreased income attributable to states with higher tax rates compared to prior year. …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

"8. DEBT The following table presents our total debt outstanding: (in millions) June 30, 2026 December 31, 2025 Term Loan B-1 due 2028 $ 284 $ 286 Term Loan A due 2029 1,082 1,112 Revolver 329 657 2027 Senior Notes 600 600 2028 Senior Notes 700 700 2030 Senior Notes 1,200 1,200 2031 Senior Notes 600 600 Total debt 4,795 5,155 Current maturities of long-term debt and notes payable (663) (63) Unamortized premium and deferred finance charges (22) (25) Total debt, net of current maturities and costs $ 4,110 $ 5,067 Credit Agreement At June 30, 2026, the Companys senior secured credit facility (as amended from time to time, the ""Credit Agreement"") consisted of a $1.2 billion revolving credit facility (the ""Revolver""), $284 million senior secured term loan B-1 (the ""Term Loan B-1""), $1.1 billion senior secured term loan A (the ""Term Loan A""), and $100 million swing line commitment. On July 3, 2024, the Company closed an amendment of the Credit Agreement to (i) extend the maturity date of the Revolver and Term Loan A from 2027 to 2029 subject to an earlier ""springing maturity"" if certain indebtedness in respect of outstanding notes or other material indebtedness having a maturity date prior to July 3, 2029, is not refinanced or extended to a date after July 3, 2029, at least 91 days prior to such other debts stated maturity date, and (ii) amend certain other provisions of the Credit Agreement. On February 14, 2025, the Company announced that it closed the seventh amendment …

LongTermDebtTextBlock · excerpt; the full note is in the filing

"Recent Accounting Pronouncements - effective in 2026 or thereafter In October 2023, the Financial Accounting Standards Board (""FASB"") issued Accounting Standards Update (""ASU"") 2023-06, Disclosure Improvements: Codification Amendments in Response to the Securities and Exchange Commissions (""SEC"") Disclosure Update and Simplification Initiative, to amend certain disclosure and presentation requirements for a variety of topics within FASB's Accounting Standards Codification (""ASC""). These amendments align the requirements in the ASC regarding the removal of certain disclosure requirements set out in Regulation S-X and Regulation S-K, announced by the SEC. The effective date for each amended topic in the ASC is either the date on which the SECs removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, or on June 30, 2027, if the SEC has not removed the requirements by that date. Early adoption is prohibited. The Company is currently evaluating the impact of this standard on the consolidated financial statements and related disclosures. In November 2024, FASB issued ASU 2024-03, Income StatementReporting Comprehensive IncomeExpense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. Under ASU 2024-03, a public entity would be required to disclose information about purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depletion for each income stat …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

9. REVENUE FROM CONTRACTS WITH CUSTOMERS Performance Obligations As of June 30, 2026, our Live and Historical Racing segment had remaining performance obligations on contracts with a duration greater than one year relating to television rights, sponsorships, personal seat licenses, and admissions, with an aggregate transaction price of $197 million. The revenue we expect to recognize on these remaining performance obligations is $2 million for the remainder of 2026, $64 million in 2027, $39 million in 2028, and the remainder thereafter. As of June 30, 2026, our remaining performance obligations on contracts with a duration greater than one year in segments other than Live and Historical Racing were not material. Contract Assets and Contract Liabilities As of June 30, 2026 and December 31, 2025, contract assets were not material. As of June 30, 2026 and December 31, 2025, contract liabilities were $51 million and $80 million, respectively, which are included in current deferred revenue, non-current deferred revenue, and accrued expense in the accompanying Condensed Consolidated Balance Sheets. Contract liabilities primarily relate to the Live and Historical Racing segment and the decrease was primarily due to the recognition of previously deferred revenue related to the 152nd Kentucky Derby. We recognized $49 million and $55 million of revenue during the three months and six months ended June 30, 2026, respectively, which was included in the contract liabilities balance at Dec …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

16. SEGMENT INFORMATION We manage our operations through three reportable segments: Live and Historical Racing, Wagering Services and Solutions, and Gaming. Our operating segments reflect the internal management reporting used by our chief operating decision maker, our Chief Executive Officer, to evaluate results of operations and to assess performance and allocate resources. Eliminations include the elimination of intersegment transactions. We utilize non-GAAP measures, including EBITDA (earnings before interest, taxes, depreciation and amortization) and Adjusted EBITDA. Our chief operating decision maker utilizes Adjusted EBITDA to evaluate segment performance, develop strategy, and allocate resources. Adjusted EBITDA includes the following adjustments: 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 We utilize the Adjusted EBITDA metric to provide a more accurate measure of our core opera …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

"2. RECENT ACCOUNTING PRONOUNCEMENTS Recent Accounting Pronouncements - effective in 2026 or thereafter In October 2023, the Financial Accounting Standards Board (""FASB"") issued Accounting Standards Update (""ASU"") 2023-06, Disclosure Improvements: Codification Amendments in Response to the Securities and Exchange Commissions (""SEC"") Disclosure Update and Simplification Initiative, to amend certain disclosure and presentation requirements for a variety of topics within FASB's Accounting Standards Codification (""ASC""). These amendments align the requirements in the ASC regarding the removal of certain disclosure requirements set out in Regulation S-X and Regulation S-K, announced by the SEC. The effective date for each amended topic in the ASC is either the date on which the SECs removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, or on June 30, 2027, if the SEC has not removed the requirements by that date. Early adoption is prohibited. The Company is currently evaluating the impact of this standard on the consolidated financial statements and related disclosures. In November 2024, FASB issued ASU 2024-03, Income StatementReporting Comprehensive IncomeExpense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. Under ASU 2024-03, a public entity would be required to disclose information about purchases of inventory, employee compensation, depreciation, intangible asset amortization …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

"6. SHAREHOLDERS' EQUITY Stock Repurchase Programs On July 22, 2025, the Board of Directors of the Company approved a common stock repurchase program of up to $500 million (the ""July 2025 Stock Repurchase Program""). The July 2025 Stock Repurchase Program includes and is not in addition to the $169 million previously remaining under the March 2025 Stock Repurchase Program. Share repurchases may be made at managements 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. We had approximately $430 million of repurchase authority remaining under the July 2025 Stock Repurchase Program at June 30, 2026, based on trade date. On March 12, 2025, the Board of Directors of the Company approved a new common stock repurchase program of up to $500 million (the ""March 2025 Stock Repurchase Program""). The March 2025 Stock Repurchase Program included and was not in addition to any unspent amount remaining under the prior authorizations from the 2021 Stock Repurchase Program. As described above, the March 2025 Stock Repurchase Program has since been replaced by the July 2025 Stock Repurchase Program. During the three and six months ended June 30, 2026 and 2025, we repurchased the following shares under our stock repurchase programs: Three Months Ended June 30, Six Months Ended June 30, (in millions, except share data) 2026 …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing