chdn-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


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

For the quarterly period ended March 31, 2026


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

For the transition period from to

Commission file number 001-33998

Churchill Downs Incorporated

(Exact name of registrant as specified in its charter)

Kentucky

61-0156015

(State or other jurisdiction of incorporation or organization)

(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

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, No Par Value	CHDN	The Nasdaq Global Select Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of registrant’s common stock at April 15, 2026 was 69,696,908 shares.

CHURCHILL DOWNS INCORPORATED

INDEX TO QUARTERLY REPORT ON FORM 10-Q

For the Quarter Ended March 31, 2026


	Part I-FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2026 and 2025	3
	Condensed Consolidated Balance Sheets at March 31, 2026 and December 31, 2025	4
	Condensed Consolidated Statements of Shareholders' Equity for the three months ended March 31, 2026 and 2025	5
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025	6
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	34

	Part II-OTHER INFORMATION
Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 3.	Defaults Upon Senior Securities	35
Item 4.	Mine Safety Disclosures	35
Item 5.	Other Information	35
Item 6.	Exhibits	36
	Signatures	37


FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026
			2

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CHURCHILL DOWNS INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


	Three Months Ended March 31,
(in millions, except per common share data)	2026		2025
Net revenue:
Live and Historical Racing	$	297	$	273
Wagering Services and Solutions	109		107
Gaming	257		263
All Other	—		—
Total net revenue	663		643
Operating expense:
Live and Historical Racing	199		190
Wagering Services and Solutions	68		67
Gaming	188		192
All Other	5		4
Selling, general and administrative expense	59		55

Transaction expense, net	1		—
Total operating expense	520		508
Operating income	143		135
Other (expense) income:
Interest expense, net	(72)		(72)
Equity in income of unconsolidated affiliates	36		33

Miscellaneous, net	6		—
Total other (expense) income	(30)		(39)
Income from operations before provision for income taxes	113		96
Income tax provision	(30)		(19)
Net income	83		77
Net income attributable to noncontrolling interest	—		—
Net income and comprehensive income attributable to Churchill Downs Incorporated	$	83	$	77

Net income attributable to Churchill Downs Incorporated per common share data:
Basic net income	$	1.16	$	1.02

Diluted net income	$	1.16	$	1.02

Weighted average shares outstanding:
Basic	70		74
Diluted	70		74

The accompanying notes are an integral part of the condensed consolidated financial statements.


FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026
			3

CHURCHILL DOWNS INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


(in millions)	March 31, 2026		December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	200	$	201
Restricted cash	91		88
Accounts receivable, net	99		93
Income taxes receivable	6		17
Other current assets	56		44
Total current assets	452		443
Property and equipment, net	2,910		2,919
Investment in and advances to unconsolidated affiliates	685		685
Goodwill	900		900
Other intangible assets, net	2,516		2,515
Other assets	22		23

Total assets	$	7,485	$	7,485

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	218	$	184
Accrued expenses and other current liabilities	397		400

Current deferred revenue	158		55
Current maturities of long-term debt	63		63
Dividends payable	—		31
Total current liabilities	836		733
Long-term debt, net of current maturities and loan origination fees	1,783		1,986
Notes payable, net of debt issuance costs	3,082		3,081
Non-current deferred revenue	15		15
Deferred income taxes	539		520
Other liabilities	86		94
Total liabilities	6,341		6,429
Commitments and contingencies
Redeemable noncontrolling interest	48		46
Shareholders' equity:
Preferred stock	—		—
Common stock	3		—
Retained earnings	1,094		1,011
Accumulated other comprehensive loss	(1)		(1)
Total Churchill Downs Incorporated shareholders' equity	1,096		1,010

Total liabilities and shareholders' equity	$	7,485	$	7,485

The accompanying notes are an integral part of the condensed consolidated financial statements.


FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026
			4

CHURCHILL DOWNS INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(Unaudited)


	Common Stock			Retained Earnings		Accumulated Other Comprehensive Loss		Total Shareholders' Equity
(in millions)	Shares	Amount
Balance, December 31, 2025	70	$	—	$	1,011	$	(1)	$	1,010
Net income attributable to Churchill Downs Incorporated				83				83


Taxes paid related to net share settlement of stock awards		(3)						(3)
Stock-based compensation		4						4
Other		2						2
Balance, March 31, 2026	70	$	3	$	1,094	$	(1)	$	1,096


	Common Stock			Retained Earnings		Accumulated Other Comprehensive Loss		Total Shareholders' Equity
(in millions)	Shares	Amount
Balance, December 31, 2024	74	$	—	$	1,085	$	(1)	$	1,084
Net income attributable to Churchill Downs Incorporated				77				77

Repurchase of common stock	(1)	(1)		(89)				(90)
Taxes paid related to net share settlement of stock awards		(4)						(4)
Stock-based compensation		5						5

Balance, March 31, 2025	73	$	—	$	1,073	$	(1)	$	1,072

The accompanying notes are an integral part of the condensed consolidated financial statements.

SEC Form 10-Q filed by Churchill Downs Incorporated