CHDN / Churchill Downs Incorporated - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

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): August 27, 2025 Churchill Downs I

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): August 27, 2025 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation) (Commi

FOR IMMEDIATE RELEASE Investor Contact: Sam Ullrich Media Contact: Tonya Abeln (502) 638-3906 (502) 386-1742 [email protected] [email protected] Churchill Downs Incorporated Completes Acquisition of a Majority of Casino Salem Project in N

ex991 FOR IMMEDIATE RELEASE Investor Contact: Sam Ullrich Media Contact: Tonya Abeln (502) 638-3906 (502) 386-1742 Sam.

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): July 23, 2025 Churchill Downs Inc

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): July 23, 2025 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation) (Commiss

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 June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT T

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 June 30, 2025 OR ☐ 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 Incorp

CHURCHILL DOWNS INCORPORATED REPORTS 2025 SECOND QUARTER RESULTS

FOR IMMEDIATE RELEASE Contact: Sam Ullrich (502) 638-3906 [email protected] CHURCHILL DOWNS INCORPORATED REPORTS 2025 SECOND QUARTER RESULTS LOUISVILLE, Ky. (July 23, 2025) - Churchill Downs Incorporated (Nasdaq: CHDN) (the "Company", "CDI", "we") today reported business results for the second quarter ended June 30, 2025. Company Highlights ▪Second quarter 2025 financial results, as compared

CHURCHILL DOWNS INCORPORATED NON-EMPLOYEE DIRECTOR RESTRICTED SHARE UNIT AGREEMENT THIS RESTRICTED SHARE UNIT AGREEMENT (the “Agreement”) is made as of the ___ day of _____, 20__ by and between _______________ (“Participant”), who resides at ________

ex1003 CHURCHILL DOWNS INCORPORATED NON-EMPLOYEE DIRECTOR RESTRICTED SHARE UNIT AGREEMENT THIS RESTRICTED SHARE UNIT AGREEMENT (the “Agreement”) is made as of the day of , 20 by and between (“Participant”), who resides at , and Churchill Downs Incorporated (the “Company”), a Kentucky corporation with its principal place of business at 600 North Hurstbourne Parkway, Suite 400, Louisville, KY 40222, pursuant to the provisions of the Churchill Downs Incorporated 2025 Omnibus Stock and Incentive Plan (the “Plan”).

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): July 23, 2025 Churchill Downs Inc

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): July 23, 2025 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation) (Commiss

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

EXHIBIT 31(a) CERTIFICATION OF CHIEF EXECUTIVE OFFICER I, William C. Carstanjen, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Churchill Downs Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statem

CHURCHILL DOWNS INCORPORATED NON-EMPLOYEE DIRECTOR RESTRICTED SHARE AGREEMENT THIS RESTRICTED SHARE AGREEMENT (the “Agreement”) is made as of the __ day of __________, 20__ by and between ____________ (the “Participant”), who resides at _____________

ex1002 CHURCHILL DOWNS INCORPORATED NON-EMPLOYEE DIRECTOR RESTRICTED SHARE AGREEMENT THIS RESTRICTED SHARE AGREEMENT (the “Agreement”) is made as of the day of , 20 by and between (the “Participant”), who resides at , and Churchill Downs Incorporated (the “Company”), a Kentucky corporation with its principal place of business at 600 North Hurstbourne Parkway, Suite 400, Louisville, KY 40222, pursuant to the provisions of the Churchill Downs Incorporated 2025 Omnibus Stock and Incentive Plan (the “Plan”).

FOR IMMEDIATE RELEASE Investor Contact: Sam Ullrich Media Contact: Tonya Abeln (502) 638-3906 (502) 386-1742 [email protected] [email protected] Churchill Downs Incorporated Announces New $500 Million Share Repurchase Program Louisville,

ex991 FOR IMMEDIATE RELEASE Investor Contact: Sam Ullrich Media Contact: Tonya Abeln (502) 638-3906 (502) 386-1742 Sam.

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

EXHIBIT 31(b) CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER I, Marcia A. Dall, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Churchill Downs Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statement

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): July 14, 2025 Churchill Downs Inc

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): July 14, 2025 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation) (Commiss

FOR IMMEDIATE RELEASE Investor Contact: Sam Ullrich Media Contact: Tonya Abeln (502) 638-3906 (502) 386-1742 [email protected] [email protected] Churchill Downs Incorporated Announces Definitive Agreements to Acquire a Majority of Casino

ex991 FOR IMMEDIATE RELEASE Investor Contact: Sam Ullrich Media Contact: Tonya Abeln (502) 638-3906 (502) 386-1742 Sam.

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): June 25, 2025 Churchill Downs Inc

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): June 25, 2025 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation) (Commiss

Memorandum of Understanding By and Between Maureen Adams and Churchill Downs Incorporated dated June 25, 2025

EX-10.1 Exhibit 10.1 Memorandum of Understanding By and Between Maureen Adams and Churchill Downs Incorporated Purpose The purpose of this Memorandum of Understanding (“MOU”) is to memorialize the terms of Maureen Adams’ (the “Executive’s”) voluntary retirement from employment with Churchill Downs Incorporated (the “Company”) effective December 31, 2025. Terms The Executive desires to voluntarily

Churchill Downs Incorporated 2025 Omnibus Stock and Incentive Plan.

EX-4.1 Exhibit 4.1 CHURCHILL DOWNS INCORPORATED 2025 OMNIBUS STOCK AND INCENTIVE PLAN CHURCHILL DOWNS INCORPORATED 2025 OMNIBUS STOCK AND INCENTIVE PLAN 1. Purpose. The purpose of the Churchill Downs Incorporated 2025 Omnibus Stock and Incentive Plan (the “Plan”) is to attract and retain employees and non-employee directors for Churchill Downs Incorporated and its Subsidiaries and to provide such

Filing Fee Table.

Calculation of Filing Fee Tables S-8 Churchill Downs Inc Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, no par value Other 3,300,000 $ 100.

As filed with the Securities and Exchange Commission on April 23, 2025

S-8 As filed with the Securities and Exchange Commission on April 23, 2025 Registration No.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): April 23, 2025 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation) (Commis

CHURCHILL DOWNS INCORPORATED REPORTS 2025 FIRST QUARTER RESULTS

FOR IMMEDIATE RELEASE Contact: Sam Ullrich (502) 638-3906 [email protected] CHURCHILL DOWNS INCORPORATED REPORTS 2025 FIRST QUARTER RESULTS LOUISVILLE, Ky. (April 23, 2025) - Churchill Downs Incorporated (Nasdaq: CHDN) (the "Company", "CDI", "we") today reported business results for the first quarter ended March 31, 2025. Company Highlights ■First quarter 2025 financial results, as compared

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, 2025 OR ☐ TRANSITION REPORT PURSUANT

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, 2025 OR ☐ 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 Incor

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

EXHIBIT 31(a) CERTIFICATION OF CHIEF EXECUTIVE OFFICER I, William C. Carstanjen, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Churchill Downs Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statem

EX-10.02

cdithirdamendmentto2016p

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

EXHIBIT 31(b) CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER I, Marcia A. Dall, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Churchill Downs Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statement

CHURCHILL DOWNS INCORPORATED 2025 OMNIBUS STOCK AND INCENTIVE PLAN CHURCHILL DOWNS INCORPORATED 2025 OMNIBUS STOCK AND INCENTIVE PLAN 1. Purpose. The purpose of the Churchill Downs Incorporated 2025 Omnibus Stock and Incentive Plan (the “Plan”) is to

CHURCHILL DOWNS INCORPORATED 2025 OMNIBUS STOCK AND INCENTIVE PLAN CHURCHILL DOWNS INCORPORATED 2025 OMNIBUS STOCK AND INCENTIVE PLAN 1.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): April 22, 2025 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation) (Commis

Other Events

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): March 11, 2025 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒       Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

FOR IMMEDIATE RELEASE Investor Contact: Sam Ullrich Media Contact: Tonya Abeln (502) 638-3906 (502) 386-1742 [email protected] [email protected] Churchill Downs Incorporated Announces New $500 Million Share Repurchase Program Louisville,

FOR IMMEDIATE RELEASE Investor Contact: Sam Ullrich Media Contact: Tonya Abeln (502) 638-3906 (502) 386-1742 Sam.

Regulation FD Disclosure

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): March 12, 2025 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation) (Commis

1 CHURCHILL DOWNS INCORPORATED INSIDER TRADING POLICY February 18, 2025 The Need for a Policy Churchill Downs Incorporated (“CDI” or the “Company”) has adopted this Policy to help Company employees and directors (collectively, “Insiders”) avoid the s

1 CHURCHILL DOWNS INCORPORATED INSIDER TRADING POLICY February 18, 2025 The Need for a Policy Churchill Downs Incorporated (“CDI” or the “Company”) has adopted this Policy to help Company employees and directors (collectively, “Insiders”) avoid the severe consequences associated with violations of the insider trading laws.

AMENDED AND RESTATED CHURCHILL DOWNS INCORPORATED EQUITY AWARD DEFERRAL PLAN Effective December 31, 2024 AMENDED AND RESTATED CHURCHILL DOWNS INCORPORATED EQUITY AWARD DEFERRAL PLAN CHURCHILL DOWNS INCORPORATED (hereinafter referred to as the “Employ

AMENDED AND RESTATED CHURCHILL DOWNS INCORPORATED EQUITY AWARD DEFERRAL PLAN Effective December 31, 2024 AMENDED AND RESTATED CHURCHILL DOWNS INCORPORATED EQUITY AWARD DEFERRAL PLAN CHURCHILL DOWNS INCORPORATED (hereinafter referred to as the “Employer”) hereby adopts this Amended and Restated Churchill Downs Incorporated Equity Award Deferral Plan (hereinafter referred to as the “Plan”) for the e

SUBSIDIARIES OF THE REGISTRANT December 31, 2024 Subsidiary State/Jurisdiction of Incorporation/Organization Arlington Park Racecourse, LLC Illinois BB Development, LLC d/b/a Oxford Casino Maine BetAmerica LLC Delaware CCRG, LLC Kentucky CDIHC, LLC D

Exhibit 21 SUBSIDIARIES OF THE REGISTRANT December 31, 2024 Subsidiary State/Jurisdiction of Incorporation/Organization Arlington Park Racecourse, LLC Illinois BB Development, LLC d/b/a Oxford Casino Maine BetAmerica LLC Delaware CCRG, LLC Kentucky CDIHC, LLC Delaware CDITH, LLC Delaware CEP IV Chicago Holdco LLC Delaware Calder Race Course, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ 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 Incorporat

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

EXHIBIT 31(b) CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER I, Marcia A. Dall, certify that: 1.I have reviewed this Annual Report on Form 10-K of Churchill Downs Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements w

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

EXHIBIT 31(a) CERTIFICATION OF CHIEF EXECUTIVE OFFICER I, William C. Carstanjen, certify that: 1.I have reviewed this Annual Report on Form 10-K of Churchill Downs Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statement

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): February 19, 2025 Churchill Downs

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): February 19, 2025 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation) (Com

CHURCHILL DOWNS INCORPORATED REPORTS 2024 FOURTH QUARTER AND FULL YEAR RESULTS

FOR IMMEDIATE RELEASE Contact: Sam Ullrich (502) 638-3906 [email protected] CHURCHILL DOWNS INCORPORATED REPORTS 2024 FOURTH QUARTER AND FULL YEAR RESULTS LOUISVILLE, Ky. (February 19, 2025) - Churchill Downs Incorporated (Nasdaq: CHDN) (the "Company", "CDI", "we") today reported business results for the quarter and full year ended December 31, 2024. Company Highlights ■Record fourth quarter

Seventh Amendment to Credit Agreement, dated February 14, 2025, by and among Churchill Downs Incorporated, the guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent and fronting lender

EX-10.01 Exhibit 10.01 Execution Version SEVENTH AMENDMENT TO CREDIT AGREEMENT This SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of February 14, 2025 and effective as of the Effective Date (as hereinafter defined), is made and entered into by and among CHURCHILL DOWNS INCORPORATED, a Kentucky corporation (“Borrower”), the other Credit Parties party hereto, the Fronting Lender

Current Report

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): February 14, 2025 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation or or

CHDN / Churchill Downs Incorporated / Capital Research Global Investors - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Churchill Downs Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 171484108 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

CHURCHILL DOWNS INCORPORATED REPORTS 2024 THIRD QUARTER RESULTS

FOR IMMEDIATE RELEASE Contact: Sam Ullrich (502) 638-3906 [email protected] CHURCHILL DOWNS INCORPORATED REPORTS 2024 THIRD QUARTER RESULTS LOUISVILLE, Ky. (October 23, 2024) - Churchill Downs Incorporated (Nasdaq: CHDN) (the "Company", "CDI", "we") today reported business results for the third quarter ended September 30, 2024. Company Highlights •Third quarter results: ◦Record net revenue o

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

EXHIBIT 31(b) CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER I, Marcia A. Dall, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Churchill Downs Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statement

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

EXHIBIT 31(a) CERTIFICATION OF CHIEF EXECUTIVE OFFICER I, William C. Carstanjen, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Churchill Downs Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statem

EX-10.01

ex1001

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 September 30, 2024 OR ☐ TRANSITION REPORT PURSU

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 September 30, 2024 OR ☐ 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 I

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 23, 2024 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation) (Comm

Churchill Downs Incorporated Announces Robert L. Fealy Retires From Company’s Board of Directors

FOR IMMEDIATE RELEASE Investor Contact: Sam Ullrich (502) 638-3906 [email protected] Churchill Downs Incorporated Announces Robert L. Fealy Retires From Company’s Board of Directors LOUISVILLE, KY. (July 24, 2024) - Churchill Downs Incorporated (“CDI” or “Company”) announced today that Robert L. Fealy retired from CDI’s Board of Directors on July 23, 2024. "We are grateful for Bob’s long-ter

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 June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT T

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 June 30, 2024 OR ☐ 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 Incorp

CHURCHILL DOWNS INCORPORATED NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT THIS RESTRICTED STOCK AGREEMENT (the “Agreement”) is made as of the __ day of __________, 20__ by and between ____________ (the “Participant”), who resides at _____________

CHURCHILL DOWNS INCORPORATED NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT THIS RESTRICTED STOCK AGREEMENT (the “Agreement”) is made as of the day of , 20 by and between (the “Participant”), who resides at , and Churchill Downs Incorporated (the “Company”), a Kentucky corporation with its principal place of business at 600 North Hurstbourne Parkway, Suite 400, Louisville, KY 40222, pursuant to the provisions of the Churchill Downs Incorporated 2016 Omnibus Stock Incentive Plan (the “Plan”).

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 24, 2024 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation) (Commiss

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): July 23, 2024 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation) (Commiss

CHURCHILL DOWNS INCORPORATED REPORTS 2024 SECOND QUARTER RESULTS

FOR IMMEDIATE RELEASE Contact: Sam Ullrich (502) 638-3906 [email protected] CHURCHILL DOWNS INCORPORATED REPORTS 2024 SECOND QUARTER RESULTS LOUISVILLE, Ky. (July 24, 2024) - Churchill Downs Incorporated (Nasdaq: CHDN) (the "Company", "CDI", "we") today reported business results for the second quarter ended June 30, 2024. Company Highlights •All-time record net revenue of $890.7 million comp

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

EXHIBIT 31(b) CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER I, Marcia A. Dall, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Churchill Downs Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statement

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

EXHIBIT 31(a) CERTIFICATION OF CHIEF EXECUTIVE OFFICER I, William C. Carstanjen, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Churchill Downs Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statem

Sixth Amendment to Credit Agreement, dated July 3, 2024, by and among Churchill Downs Incorporated, the guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent

Exhibit 10.01 Execution Version SIXTH AMENDMENT TO CREDIT AGREEMENT This SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of July 3, 2024 and effective as of the Effective Date (as hereinafter defined), is made and entered into by and among CHURCHILL DOWNS INCORPORATED, a Kentucky corporation (“Borrower”), the other Credit Parties party hereto, the 2024 REVOLVING LENDERS (as herein

Churchill Downs Incorporated Closes Amendment to Extend Maturity Date of its Revolving Credit Facility and Term Loan A Facility

Exhibit 99.1 FOR IMMEDIATE RELEASE Investor Contact: Sam Ullrich (502) 638-3906 [email protected] Churchill Downs Incorporated Closes Amendment to Extend Maturity Date of its Revolving Credit Facility and Term Loan A Facility LOUISVILLE, Ky. (July 3, 2024) - Churchill Downs Incorporated (“CDI” or “the Company”) (Nasdaq: CHDN) announced today that CDI successfully closed an amendment of its s

Current Report

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): July 3, 2024 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation or organiz

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

EXHIBIT 31(b) CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER I, Marcia A. Dall, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Churchill Downs Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statement

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

EXHIBIT 31(a) CERTIFICATION OF CHIEF EXECUTIVE OFFICER I, William C. Carstanjen, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Churchill Downs Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statem

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, 2024 OR ☐ TRANSITION REPORT PURSUANT

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, 2024 OR ☐ 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 Incor

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): April 24, 2024 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation) (Commis

CHURCHILL DOWNS INCORPORATED REPORTS 2024 FIRST QUARTER RESULTS

FOR IMMEDIATE RELEASE Contact: Kaitlin Buzzetto (502) 394-1091 [email protected] CHURCHILL DOWNS INCORPORATED REPORTS 2024 FIRST QUARTER RESULTS LOUISVILLE, Ky. (April 24, 2024) - Churchill Downs Incorporated (Nasdaq: CHDN) (the "Company", "CDI", "we") today reported business results for the first quarter ended March 31, 2024. Company Highlights •First quarter results: ◦Record net reven

Submission of Matters to a Vote of Security Holders

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): April 23, 2024 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒       Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒       Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Churchill Downs Incorporated (the “Corporation”) has one class of its securities registered under Section 12 of the Securities Exchang

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Churchill Downs Incorporated (the “Corporation”) has one class of its securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common stock.

CHURCHILL DOWNS INCORPORATED POLICY ON RECOUPMENT OF INCENTIVE COMPENSATION Introduction The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Churchill Downs Incorporated (the “Company”) has adopted thi

CHURCHILL DOWNS INCORPORATED POLICY ON RECOUPMENT OF INCENTIVE COMPENSATION Introduction The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Churchill Downs Incorporated (the “Company”) has adopted this Policy on Recoupment of Incentive Compensation (this “Policy”), which provides for the recoupment of compensation in certain circumstances in the event of a restatement of financial results by the Company.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 21, 2024 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation) (Com

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

EXHIBIT 31(a) CERTIFICATION OF CHIEF EXECUTIVE OFFICER I, William C. Carstanjen, certify that: 1.I have reviewed this Annual Report on Form 10-K of Churchill Downs Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statement

CHURCHILL DOWNS INCORPORATED REPORTS 2023 FOURTH QUARTER AND FULL YEAR RESULTS

FOR IMMEDIATE RELEASE Contact: Kaitlin Buzzetto (502) 394-1091 [email protected] CHURCHILL DOWNS INCORPORATED REPORTS 2023 FOURTH QUARTER AND FULL YEAR RESULTS LOUISVILLE, Ky. (February 21, 2024) - Churchill Downs Incorporated (Nasdaq: CHDN) (the “Company”, “CDI”) today reported business results for the quarter and full year ended December 31, 2023. Company Highlights ▪Record 2023 net r

SUBSIDIARIES OF THE REGISTRANT December 31, 2023 Subsidiary State/Jurisdiction of Incorporation/Organization Arlington OTB Corp. Delaware Arlington Park Racecourse, LLC Illinois BB Development, LLC d/b/a Oxford Casino Maine BetAmerica LLC Delaware BG

Exhibit 21 SUBSIDIARIES OF THE REGISTRANT December 31, 2023 Subsidiary State/Jurisdiction of Incorporation/Organization Arlington OTB Corp.

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

EXHIBIT 31(b) CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER I, Marcia A. Dall, certify that: 1.I have reviewed this Annual Report on Form 10-K of Churchill Downs Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements w

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ 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 Incorporat

CHDN / Churchill Downs Incorporated / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0602-churchilldownsinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: Churchill Downs Inc Title of Class of Securities: Common Stock CUSIP Number: 171484108 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designa

CHDN / Churchill Downs Incorporated / Capital Research Global Investors - SEC SCHEDULE 13G Passive Investment

SC 13G 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Churchill Downs Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 171484108 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de

CHDN / Churchill Downs Incorporated / Duchossois Group, Inc. - SC 13D/A Activist Investment

SC 13D/A 1 d74205dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 10) Churchill Downs Incorporated (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 171484-10-8 (CUSIP Number) Kristen Danyluk The Duchossois Group, Inc. 444 W. Lake Street, Suite 2000 Chicago,

Stock Repurchase Agreement dated December 18, 2023 between the Issuer and Holdings.

EX-99.5(9) 2 d74205dex9959.htm EX-5.9 Exhibit 5.9 Execution Version STOCK REPURCHASE AGREEMENT THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is entered into as of December 18, 2023 by and between Churchill Downs Incorporated, a Kentucky corporation (the “Company”), and CDI Holdings, LLC, a Delaware limited liability company (the “Selling Stockholder”). Recitals WHEREAS, the Selling Stockholde

Execution Version STOCK REPURCHASE AGREEMENT THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is entered into as of December 18, 2023 by and between Churchill Downs Incorporated, a Kentucky corporation (the “Company”), and CDI Holdings, LLC, a Dela

Execution Version STOCK REPURCHASE AGREEMENT THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is entered into as of December 18, 2023 by and between Churchill Downs Incorporated, a Kentucky corporation (the “Company”), and CDI Holdings, LLC, a Delaware limited liability company (the “Selling Stockholder”).

FOR IMMEDIATE RELEASE Investor Contact: Kaitlin Buzzetto Media Contact: Tonya Abeln (502) 394-1091 (502) 386-1742 [email protected] [email protected] Churchill Downs Incorporated Announces Repurchase of One Million Shares for $123.75

FOR IMMEDIATE RELEASE Investor Contact: Kaitlin Buzzetto Media Contact: Tonya Abeln (502) 394-1091 (502) 386-1742 Kaitlin.

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): December 18, 2023 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation) (Com

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

EXHIBIT 31(b) CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER I, Marcia A. Dall, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Churchill Downs Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statement

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

EXHIBIT 31(a) CERTIFICATION OF CHIEF EXECUTIVE OFFICER I, William C. Carstanjen, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Churchill Downs Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statem

CHURCHILL DOWNS INCORPORATED REPORTS 2023 THIRD QUARTER RESULTS

FOR IMMEDIATE RELEASE Contact: Kaitlin Buzzetto (502) 394-1091 [email protected] CHURCHILL DOWNS INCORPORATED REPORTS 2023 THIRD QUARTER RESULTS LOUISVILLE, Ky. (October 25, 2023) - Churchill Downs Incorporated (Nasdaq: CHDN) (the "Company", "CDI") today reported business results for the third quarter ended September 30, 2023. Company Highlights •Third quarter results: –Record net reven

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 September 30, 2023 OR ☐ TRANSITION REPORT PURSU

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 September 30, 2023 OR ☐ 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 I

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 25, 2023 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation) (Comm

Regulation FD Disclosure, Financial Statements and Exhibits

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): August 22, 2023 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation) (Commi

FOR IMMEDIATE RELEASE Investor Contact: Philip Forbis Media Contact: Tonya Abeln (502) 394-1094 (502) 386-1742 [email protected] [email protected] Churchill Downs Incorporated Completes Acquisition of Exacta Systems Acquisition of Histo

FOR IMMEDIATE RELEASE Investor Contact: Philip Forbis Media Contact: Tonya Abeln (502) 394-1094 (502) 386-1742 Philip.

Execution Version - 1 - SUPPLEMENTAL INDENTURE SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”) dated as of March 17, 2021, by and among Churchill Downs Incorporated, a Kentucky corporation (the “Issuer”), each of the parties iden

ex49 Execution Version - 1 - SUPPLEMENTAL INDENTURE SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”) dated as of March 17, 2021, by and among Churchill Downs Incorporated, a Kentucky corporation (the “Issuer”), each of the parties identified on Annex A hereto (the “Guarantors”) and U.

1 US-DOCS\135433972.1 Supplemental Indenture No. 3 SUPPLEMENTAL INDENTURE NO. 3, (this “Supplemental Indenture”) dated as of October 26, 2022, by and among the parties that are signatory hereto as new Guarantors (the “Guaranteeing Subsidiaries”), Chu

ex45 1 US-DOCS\135433972.1 Supplemental Indenture No. 3 SUPPLEMENTAL INDENTURE NO. 3, (this “Supplemental Indenture”) dated as of October 26, 2022, by and among the parties that are signatory hereto as new Guarantors (the “Guaranteeing Subsidiaries”), Churchill Downs Incorporated, a Kentucky corporation (the “Company”), the other Guarantors (as defined in the Indenture referred to herein), U.S. Ba

1 US-DOCS\123851120.2 Supplemental Indenture No. 5 SUPPLEMENTAL INDENTURE NO. 5, (this “Supplemental Indenture”) dated as of October 26, 2022, by and among the parties that are signatories hereto as new Guarantors (the “Guaranteeing Subsidiaries”), C

ex412 1 US-DOCS\123851120.2 Supplemental Indenture No. 5 SUPPLEMENTAL INDENTURE NO. 5, (this “Supplemental Indenture”) dated as of October 26, 2022, by and among the parties that are signatories hereto as new Guarantors (the “Guaranteeing Subsidiaries”), Churchill Downs Incorporated, a Kentucky corporation (the “Company”), the other Guarantors (as defined in the Indenture referred to herein), U.S.

1 US-DOCS\123851120.2 Supplemental Indenture to Add Guarantors SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of May 19, 2021, by and among the party that is signatory hereto as Guarantor (the “Guaranteeing Subsidiary”), Churchill D

ex410 1 US-DOCS\123851120.2 Supplemental Indenture to Add Guarantors SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of May 19, 2021, by and among the party that is signatory hereto as Guarantor (the “Guaranteeing Subsidiary”), Churchill Downs Incorporated, a Kentucky corporation (the “Company”), the other Guarantors (as defined in the Indenture referred to herein), U.S. Bank Nati

1 US-DOCS\135953428.3 Supplemental Indenture No. 6 SUPPLEMENTAL INDENTURE NO. 6, (this “Supplemental Indenture”) dated as of November 1, 2022, by and among the parties that are signatories hereto as new Guarantors (the “Guaranteeing Subsidiaries”), C

ex413 1 US-DOCS\135953428.3 Supplemental Indenture No. 6 SUPPLEMENTAL INDENTURE NO. 6, (this “Supplemental Indenture”) dated as of November 1, 2022, by and among the parties that are signatories hereto as new Guarantors (the “Guaranteeing Subsidiaries”), Churchill Downs Incorporated, a Kentucky corporation (the “Company”), the other Guarantors (as defined in the Indenture referred to herein), U.S.

Supplemental Indenture No. 1 SUPPLEMENTAL INDENTURE NO. 1, (this “Supplemental Indenture”) dated as of May 1, 2023, by and among the parties that are signatories hereto as Guarantors (each, a “Guaranteeing Subsidiary” and, collectively, the “Guarante

ex418 Supplemental Indenture No. 1 SUPPLEMENTAL INDENTURE NO. 1, (this “Supplemental Indenture”) dated as of May 1, 2023, by and among the parties that are signatories hereto as Guarantors (each, a “Guaranteeing Subsidiary” and, collectively, the “Guaranteeing Subsidiaries”), Churchill Downs Incorporated, a Kentucky corporation (the “Issuer”), the other Guarantors (as defined in the Indenture refe

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

EXHIBIT 31(a) CERTIFICATION OF CHIEF EXECUTIVE OFFICER I, William C. Carstanjen, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Churchill Downs Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statem

Supplemental Indenture No. 3 SUPPLEMENTAL INDENTURE NO. 3, (this “Supplemental Indenture”) dated as of May 1, 2023, by and among the parties that are signatories hereto as Guarantors (each, a “Guaranteeing Subsidiary” and, collectively, the “Guarante

ex417 Supplemental Indenture No. 3 SUPPLEMENTAL INDENTURE NO. 3, (this “Supplemental Indenture”) dated as of May 1, 2023, by and among the parties that are signatories hereto as Guarantors (each, a “Guaranteeing Subsidiary” and, collectively, the “Guaranteeing Subsidiaries”), Churchill Downs Incorporated, a Kentucky corporation (as successor to CDI Escrow Issuer, Inc., the “Issuer”), the other Gua

1 US-DOCS\139820795.4 Supplemental Indenture No. 5 SUPPLEMENTAL INDENTURE NO. 5, (this “Supplemental Indenture”) dated as of May 1, 2023, by and among the parties that are signatory hereto as new Guarantors (the “Guaranteeing Subsidiaries”), Churchil

1 US-DOCS\139820795.4 Supplemental Indenture No. 5 SUPPLEMENTAL INDENTURE NO. 5, (this “Supplemental Indenture”) dated as of May 1, 2023, by and among the parties that are signatory hereto as new Guarantors (the “Guaranteeing Subsidiaries”), Churchill Downs Incorporated, a Kentucky corporation (the “Company”), the other Guarantors (as defined in the Indenture referred to herein), U.S. Bank Trust C

1 US-DOCS\139820800.4 Supplemental Indenture No. 7 SUPPLEMENTAL INDENTURE NO. 7, (this “Supplemental Indenture”) dated as of May 1, 2023, by and among the parties that are signatories hereto as new Guarantors (the “Guaranteeing Subsidiaries”), Church

ex414 1 US-DOCS\139820800.4 Supplemental Indenture No. 7 SUPPLEMENTAL INDENTURE NO. 7, (this “Supplemental Indenture”) dated as of May 1, 2023, by and among the parties that are signatories hereto as new Guarantors (the “Guaranteeing Subsidiaries”), Churchill Downs Incorporated, a Kentucky corporation (the “Company”), the other Guarantors (as defined in the Indenture referred to herein), U.S. Bank

1 US-DOCS\123851120.2 Supplemental Indenture No. 4 SUPPLEMENTAL INDENTURE NO. 4, (this “Supplemental Indenture”) dated as of October 5, 2022, by and among the parties that are signatories hereto as new Guarantors (the “Guaranteeing Subsidiaries”), Ch

ex411 1 US-DOCS\123851120.2 Supplemental Indenture No. 4 SUPPLEMENTAL INDENTURE NO. 4, (this “Supplemental Indenture”) dated as of October 5, 2022, by and among the parties that are signatories hereto as new Guarantors (the “Guaranteeing Subsidiaries”), Churchill Downs Incorporated, a Kentucky corporation (the “Company”), the other Guarantors (as defined in the Indenture referred to herein), U.S.

1 US-DOCS\123851120.2 Supplemental Indenture to Add Guarantors SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of May 19, 2021, by and among the party that is signatory hereto as Guarantor (the “Guaranteeing Subsidiary”), Churchill D

ex43 1 US-DOCS\123851120.2 Supplemental Indenture to Add Guarantors SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of May 19, 2021, by and among the party that is signatory hereto as Guarantor (the “Guaranteeing Subsidiary”), Churchill Downs Incorporated, a Kentucky corporation (the “Company”), the other Guarantors (as defined in the Indenture referred to herein), U.S. Bank Natio

1 US-DOCS\135433972.1 Supplemental Indenture No. 4 SUPPLEMENTAL INDENTURE NO. 4, (this “Supplemental Indenture”) dated as of November 1, 2022, by and among the parties that are signatory hereto as new Guarantors (the “Guaranteeing Subsidiaries”), Chu

1 US-DOCS\135433972.1 Supplemental Indenture No. 4 SUPPLEMENTAL INDENTURE NO. 4, (this “Supplemental Indenture”) dated as of November 1, 2022, by and among the parties that are signatory hereto as new Guarantors (the “Guaranteeing Subsidiaries”), Churchill Downs Incorporated, a Kentucky corporation (the “Company”), the other Guarantors (as defined in the Indenture referred to herein), U.S. Bank Tr

1 US-DOCS\104501571.2 Supplemental Indenture to Add Guarantors SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of December 12, 2018, by and among the parties that are signatories hereto as Guarantors (the “Guaranteeing Subsidiary”),

ex48 1 US-DOCS\104501571.2 Supplemental Indenture to Add Guarantors SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of December 12, 2018, by and among the parties that are signatories hereto as Guarantors (the “Guaranteeing Subsidiary”), Churchill Downs Incorporated, a Kentucky corporation (the “Company”), the other Guarantors (as defined in the Indenture referred to herein), U.S.

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): July 26, 2023 Churchill Downs Inc

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): July 26, 2023 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation) (Commiss

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

EXHIBIT 31(b) CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER I, Marcia A. Dall, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Churchill Downs Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statement

US-DOCS\135627569.8 SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of November 1, 2022, among CDI ESCROW ISSUER, INC., a Delaware corporation (the “Escrow Issuer”), CHURCHILL DOWNS INCORPORATED, a Kentucky corp

ex415 US-DOCS\135627569.8 SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of November 1, 2022, among CDI ESCROW ISSUER, INC., a Delaware corporation (the “Escrow Issuer”), CHURCHILL DOWNS INCORPORATED, a Kentucky corporation (the “New Issuer”), each of the parties that are signatories hereto as the Initial Guarantors, that are each subsidiaries of the New Iss

Supplemental Indenture No. 2 SUPPLEMENTAL INDENTURE NO. 2, (this “Supplemental Indenture”) dated as of November 1, 2022, by and among the parties that are signatories hereto as Guarantors (each, a “Guaranteeing Subsidiary” and, collectively, the “Gua

ex416 Supplemental Indenture No. 2 SUPPLEMENTAL INDENTURE NO. 2, (this “Supplemental Indenture”) dated as of November 1, 2022, by and among the parties that are signatories hereto as Guarantors (each, a “Guaranteeing Subsidiary” and, collectively, the “Guaranteeing Subsidiaries”), Churchill Downs Incorporated, a Kentucky corporation (as successor to CDI Escrow Issuer, Inc., the “Issuer”), the othe

1 US-DOCS\135433972.1 Supplemental Indenture No. 2 SUPPLEMENTAL INDENTURE NO. 2, (this “Supplemental Indenture”) dated as of October 5, 2022, by and among the parties that are signatory hereto as new Guarantors (the “Guaranteeing Subsidiaries”), Chur

ex44 1 US-DOCS\135433972.1 Supplemental Indenture No. 2 SUPPLEMENTAL INDENTURE NO. 2, (this “Supplemental Indenture”) dated as of October 5, 2022, by and among the parties that are signatory hereto as new Guarantors (the “Guaranteeing Subsidiaries”), Churchill Downs Incorporated, a Kentucky corporation (the “Company”), the other Guarantors (as defined in the Indenture referred to herein), U.S. Ban

CHURCHILL DOWNS INCORPORATED REPORTS 2023 SECOND QUARTER RESULTS

FOR IMMEDIATE RELEASE Contact: Philip Forbis (502) 394-1094 [email protected] CHURCHILL DOWNS INCORPORATED REPORTS 2023 SECOND QUARTER RESULTS LOUISVILLE, Ky. (July 26, 2023) - Churchill Downs Incorporated (Nasdaq: CHDN) (the "Company", "CDI") today reported business results for the second quarter ended June 30, 2023. Company Highlights •Second quarter results: –Record net revenue of $768.

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 June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT T

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 June 30, 2023 OR ☐ 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 Incorp

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): June 13, 2023 Churchill Downs Inc

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): June 13, 2023 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation) (Commiss

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): April 26, 2023 Churchill Downs In

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): April 26, 2023 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation) (Commis

Execution Version FIFTH AMENDMENT TO CREDIT AGREEMENT This FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Fifth Amendment”), dated as of March 20, 2023 and effective as of the Effective Date (as hereinafter defined), is made and entered into by and among

ex1002 Execution Version FIFTH AMENDMENT TO CREDIT AGREEMENT This FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Fifth Amendment”), dated as of March 20, 2023 and effective as of the Effective Date (as hereinafter defined), is made and entered into by and among CHURCHILL DOWNS INCORPORATED, a Kentucky corporation (“Borrower”), the other Credit Parties party hereto, and JPMORGAN CHASE BANK, N.

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

EXHIBIT 31(a) CERTIFICATION OF CHIEF EXECUTIVE OFFICER I, William C. Carstanjen, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Churchill Downs Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statem

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, 2023 OR ☐ TRANSITION REPORT PURSUANT

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, 2023 OR ☐ 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 Incor

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

EXHIBIT 31(b) CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER I, Marcia A. Dall, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Churchill Downs Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statement

CHURCHILL DOWNS INCORPORATED REPORTS 2023 FIRST QUARTER RESULTS

FOR IMMEDIATE RELEASE Contact: Phil Forbis (502) 394-1094 [email protected] CHURCHILL DOWNS INCORPORATED REPORTS 2023 FIRST QUARTER RESULTS LOUISVILLE, Ky. (April 26, 2023) - Churchill Downs Incorporated (Nasdaq: CHDN) (the "Company", "CDI") today reported business results for the first quarter ended March 31, 2023. Company Highlights •First quarter results: ◦Record net revenue of $559.5 m

Registration Rights Agreement dated April 25, 2023 by and among CDI, the Guarantors and J.P. Morgan Securities, LLC, as representative of the initial purchasers.

EX-4.2 Exhibit 4.2 Execution Version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT dated April 25, 2023 (this “Agreement”) is entered into by and among Churchill Downs Incorporated, a Kentucky corporation (the “Company”), the guarantors listed on Schedule 1 hereto (the “Initial Guarantors”), and J.P. Morgan Securities LLC (“J.P. Morgan”), as representative of the several Initial

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): April 25, 2023 Churchill Downs In

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): April 25, 2023 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation or organ

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): April 25, 2023 Churchill Downs In

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): April 25, 2023 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation) (Commis

Amended and Restated Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed with the Commission on April 25, 2023).

ex324-25x23 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF CHURCHILL DOWNS INCORPORATED (Effective as of the close of business on May 19, 2023) ARTICLE I NAME The name of the corporation shall be Churchill Downs Incorporated.

Indenture dated as of April 25, 2023, among CDI, the Guarantors and U.S. Bank Trust Company, National Association, as trustee.

EX-4.1 Exhibit 4.1 Execution Version CHURCHILL DOWNS INCORPORATED as Company, The Guarantors named herein, AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee, Paying Agent, Registrar, Transfer Agent and Authenticating Agent 6.750% Senior Notes due 2031 INDENTURE Dated as of April 25, 2023 Table of Contents Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.1 Definitions

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): April 25, 2023 Churchill Downs In

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): April 25, 2023 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation) (Commis

Articles of Amendment to the Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on April 25, 2023).

ex314-25x23 ARTICLES OF AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF CHURCHILL DOWNS INCORPORATED Pursuant to KRS 271B.

Churchill Downs Incorporated Announces 2-for-1 Stock Split

FOR IMMEDIATE RELEASE Contact: Phil Forbis Media Contact: Tonya Abeln (502) 394-1094 (502) 386-1742 Philip.

Churchill Downs Incorporated Announces Offering of $600 Million of Senior Notes due 2031

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Nick Zangari Media Contact: Tonya Abeln (502) 394-1157 (502) 386-1742 [email protected] [email protected] Churchill Downs Incorporated Announces Offering of $600 Million of Senior Notes due 2031 LOUISVILLE, KY., (April 11, 2023) - Churchill Downs Incorporated (“CDI” or the “Company”) (Nasdaq: CHDN) today announced that it successfull

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): April 11, 2023 Churchill Downs In

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): April 11, 2023 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation or organ

Churchill Downs Incorporated Announces Proposed Offering of $600 Million of Senior Notes due 2031

EX-99.2 3 d497645dex992.htm EX-99.2 Exhibit 99.2 FOR IMMEDIATE RELEASE Contact: Nick Zangari Media Contact: Tonya Abeln (502) 394-1157 (502) 386-1742 [email protected] [email protected] Churchill Downs Incorporated Announces Proposed Offering of $600 Million of Senior Notes due 2031 LOUISVILLE, KY., (April 11, 2023) - Churchill Downs Incorporated (“CDI” or the “Company”) (Nasdaq: CHDN

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

EX-99.1 Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On November 1, 2022 (the “Closing Date”), pursuant to that certain Purchase Agreement (as amended by the Amendment, the “Purchase Agreement”), dated as of February 18, 2022, as amended September 2, 2022 (the “Amendment”), by and between Churchill Downs Incorporated, a Kentucky corporation (the “Company” or “CDI”) and

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): April 11, 2023 Churchill Downs In

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): April 11, 2023 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCH EDU LE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCH EDU LE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Conf

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Incremental Joinder Agreement No. 2, dated February 24, 2023, by and among Churchill Downs Incorporated, the credit parties party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as agent

EX-10.01 Exhibit 10.01 Execution Version INCREMENTAL JOINDER AGREEMENT NO. 2 This INCREMENTAL JOINDER AGREEMENT NO. 2 (this “Agreement”), dated as of February 24, 2023 and effective as of the Effective Date (as hereinafter defined), is made and entered into by and among CHURCHILL DOWNS INCORPORATED, a Kentucky corporation (“Borrower”), the other Credit Parties party hereto, the 2023 INCREMENTAL TE

Churchill Downs Incorporated Announces a $500 Million Senior Secured Term Loan A Financing Transaction

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Investor Contact: Nick Zangari Media Contact: Tonya Abeln (502) 394-1157 (502) 386-1742 [email protected] [email protected] Churchill Downs Incorporated Announces a $500 Million Senior Secured Term Loan A Financing Transaction LOUISVILLE, KY., (February 24, 2023) – Churchill Downs Incorporated (“CDI” or the “Company”) (Nasdaq: CHDN) today ann

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): February 24, 2023 Churchill Downs

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): February 24, 2023 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation or or

SUBSIDIARIES OF THE REGISTRANT December 31, 2022 Subsidiary State/Jurisdiction of Incorporation/Organization Arlington OTB Corp. Delaware Arlington Park Racecourse, LLC Illinois BB Development, LLC d/b/a Oxford Casino Maine BetAmerica LLC Delaware BG

EX-21 8 exhibit212022.htm EX-21 Exhibit 21 SUBSIDIARIES OF THE REGISTRANT December 31, 2022 Subsidiary State/Jurisdiction of Incorporation/Organization Arlington OTB Corp. Delaware Arlington Park Racecourse, LLC Illinois BB Development, LLC d/b/a Oxford Casino Maine BetAmerica LLC Delaware BG Kentucky Management, LLC Delaware CDIHC, LLC Delaware CDITH, LLC Delaware CDTC, LLC Nevada CEP IV Chicago

CHURCHILL DOWNS INCORPORATED REPORTS 2022 FOURTH QUARTER AND FULL YEAR RESULTS

FOR IMMEDIATE RELEASE Contact: Nick Zangari (502) 394-1157 [email protected] CHURCHILL DOWNS INCORPORATED REPORTS 2022 FOURTH QUARTER AND FULL YEAR RESULTS LOUISVILLE, Ky. (February 22, 2023) - Churchill Downs Incorporated (Nasdaq: CHDN) (the “Company”, “CDI”) today reported business results for the quarter and full year ended December 31, 2022. Company Highlights ▪Record 2022 net revenue o

1 FIFTH AMENDMENT TO THE CHURCHILL DOWNS INCORPORATED 2005 DEFERRED COMPENSATION PLAN (As Amended as of December 1, 2008) WHEREAS, Churchill Downs Incorporated (the “Company”) maintains the 2005 Churchill Downs Incorporated Deferred Compensation Plan

ex109 1 FIFTH AMENDMENT TO THE CHURCHILL DOWNS INCORPORATED 2005 DEFERRED COMPENSATION PLAN (As Amended as of December 1, 2008) WHEREAS, Churchill Downs Incorporated (the “Company”) maintains the 2005 Churchill Downs Incorporated Deferred Compensation Plan, as amended as of December 1, 2008 (the “Plan”) for the benefit of its eligible employees; WHEREAS, effective June 24, 2021, the Company deems it necessary and desirable to amend the Plan to increase the cash out limit under the Plan; and WHEREAS, this Fifth Amendment shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions of this amendment.

1 507081.04-Los Angeles Server 2A - MSW CHURCHILL DOWNS INCORPORATED SENIOR VICE PRESIDENT, VICE PRESIDENT & OTHER KEY EMPLOYEE SEVERANCE POLICY (Amended Effective as of December 1, 2015) 1. Purpose. The Churchill Downs Incorporated Severance Policy

ex1026 1 507081.04-Los Angeles Server 2A - MSW CHURCHILL DOWNS INCORPORATED SENIOR VICE PRESIDENT, VICE PRESIDENT & OTHER KEY EMPLOYEE SEVERANCE POLICY (Amended Effective as of December 1, 2015) 1. Purpose. The Churchill Downs Incorporated Severance Policy (the “Policy”) is, to provide Senior Vice Presidents, Vice Presidents and Other Key Employees ( as defined below) of Churchill Downs Incorporat

EX-10.32

EX-10.32 7 ex1032.htm EX-10.32

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

EXHIBIT 31(a) CERTIFICATION OF CHIEF EXECUTIVE OFFICER I, William C. Carstanjen, certify that: 1.I have reviewed this Annual Report on Form 10-K of Churchill Downs Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ 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 Incorporat

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

EXHIBIT 31(b) CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER I, Marcia A. Dall, certify that: 1.I have reviewed this Annual Report on Form 10-K of Churchill Downs Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements w

EX-10.31

EX-10.31 6 ex1031.htm EX-10.31

1 SIXTH AMENDMENT TO THE CHURCHILL DOWNS INCORPORATED 2005 DEFERRED COMPENSATION PLAN (As Amended as of December 1, 2008) WHEREAS, Churchill Downs Incorporated (the “Company”) maintains the 2005 Churchill Downs Incorporated Deferred Compensation Plan

ex1010 1 SIXTH AMENDMENT TO THE CHURCHILL DOWNS INCORPORATED 2005 DEFERRED COMPENSATION PLAN (As Amended as of December 1, 2008) WHEREAS, Churchill Downs Incorporated (the “Company”) maintains the 2005 Churchill Downs Incorporated Deferred Compensation Plan, as amended as of December 1, 2008 (the “Plan”) for the benefit of its eligible employees; and WHEREAS, effective December 15, 2022, the Compa

1 FOURTH AMENDMENT TO THE CHURCHILL DOWNS INCORPORATED 2005 DEFERRED COMPENSATION PLAN (As Amended as of December 1, 2008) WHEREAS, Churchill Downs Incorporated (the “Company”) maintains the 2005 Churchill Downs Incorporated Deferred Compensation Pla

ex108 1 FOURTH AMENDMENT TO THE CHURCHILL DOWNS INCORPORATED 2005 DEFERRED COMPENSATION PLAN (As Amended as of December 1, 2008) WHEREAS, Churchill Downs Incorporated (the “Company”) maintains the 2005 Churchill Downs Incorporated Deferred Compensation Plan, as amended as of December 1, 2008 (the “Plan”) for the benefit of its eligible employees; and WHEREAS, effective January 1, 2022, the Company

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): February 22, 2023 Churchill Downs

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): February 22, 2023 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation) (Com

CHDN / Churchill Downs, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)* Name of issuer: Churchill Downs Inc. Title of Class of Securities: Common Stock CUSIP Number: 171484108 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

CHURCHILL DOWNS INCORPORATED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

CHURCHILL DOWNS INCORPORATED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On November 1, 2022 (the “Closing Date”), pursuant to that certain Purchase Agreement (as amended by the Amendment, the “Purchase Agreement”), dated as of February 18, 2022, as amended September 2, 2022 (the “Amendment”), by and between Churchill Downs Incorporated, a Kentucky corporation (the “Company” or “C

Peninsula Pacific Entertainment, LLC Combined and Consolidated Financial Statements as of and for the year ended December 31, 2021 and Independent Auditor’s Report PENINSULA PACIFIC ENTERTAINMENT, LLC TABLE OF CONTENTS Page INDEPENDENT AUDITOR'S REPO

Peninsula Pacific Entertainment, LLC Combined and Consolidated Financial Statements as of and for the year ended December 31, 2021 and Independent Auditor’s Report PENINSULA PACIFIC ENTERTAINMENT, LLC TABLE OF CONTENTS Page INDEPENDENT AUDITOR'S REPORT 1-2 Consolidated Balance Sheet at December 31, 2021 3 Combined and Consolidated Statement of Operations for the year ended December 31, 2021 4 Comb

Peninsula Pacific Entertainment, LLC Condensed Consolidated Financial Statements as of September 30, 2022 and for the Nine Months Ended September 30, 2022 PENINSULA PACIFIC ENTERTAINMENT, LLC TABLE OF CONTENTS Page Condensed Consolidated Balance Shee

Peninsula Pacific Entertainment, LLC Condensed Consolidated Financial Statements as of September 30, 2022 and for the Nine Months Ended September 30, 2022 PENINSULA PACIFIC ENTERTAINMENT, LLC TABLE OF CONTENTS Page Condensed Consolidated Balance Sheet as of September 30, 2022 1 Condensed Consolidated Statement of Operations for the nine months ended September 30, 2022 2 Condensed Consolidated Stat

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 1, 2022 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of

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): December 19, 2022 Churchill Downs

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): December 19, 2022 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation) (Com

Churchill Downs Incorporated to Acquire Exacta Systems

FOR IMMEDIATE RELEASE Contact: Nick Zangari Media Contact: Tonya Abeln (502) 394-1157 (502) 386-1742 Nick.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): December 15, 2022 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation) (Com

Churchill Downs Incorporated Appoints Andréa Carter to Board of Directors Carter Brings Over 20 Years of Human Resources Expertise

FOR IMMEDIATE RELEASE Contact: Nick Zangari Media Contact: Tonya Abeln (502) 394-1157 (502) 386-1742 Nick.

Churchill Downs Incorporated Completes Acquisition of Substantially All of the Assets of Peninsula Pacific Entertainment Transaction Expands Company Geographic Footprint to Virginia, New York and Iowa

FOR IMMEDIATE RELEASE Contact: Nick Zangari Media Contact: Tonya Abeln (502) 394-1157 (502) 386-1742 Nick.

Regulation FD Disclosure, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): November 1, 2022 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation) (Comm

CHURCHILL DOWNS INCORPORATED REPORTS 2022 THIRD QUARTER RESULTS

FOR IMMEDIATE RELEASE Contact: Nick Zangari (502) 394-1157 [email protected] CHURCHILL DOWNS INCORPORATED REPORTS 2022 THIRD QUARTER RESULTS LOUISVILLE, Ky. (October 26, 2022) - Churchill Downs Incorporated (Nasdaq: CHDN) (the "Company") today reported business results for the third quarter ended September 30, 2022. Third Quarter 2022 Highlights •Net revenue of $383.1 million compared to $3

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

EXHIBIT 31(a) CERTIFICATION OF CHIEF EXECUTIVE OFFICER I, William C. Carstanjen, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Churchill Downs Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statem

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

EXHIBIT 31(b) CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER I, Marcia A. Dall, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Churchill Downs Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statement

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 September 30, 2022 OR ☐ TRANSITION REPORT PURSU

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 September 30, 2022 OR ☐ 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 I

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 26, 2022 Churchill Downs

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 26, 2022 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation) (Comm

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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 25, 2022 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation) (Comm

Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on October 25, 2022).

AMENDED AND RESTATED BYLAWS OF CHURCHILL DOWNS INCORPORATED ARTICLE I OFFICE AND SEAL SECTION 1.

Regulation FD Disclosure, Financial Statements and Exhibits

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): September 7, 2022 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation) (Com

Forward-Looking Statements Certain statements made in this presentation contain various “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statement

Exhibit 99.1 Investor Presentation September 2022 Forward-Looking Statements Certain statements made in this presentation contain 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,?

Amendment No. 1 to Purchase Agreement, dated as of September 2, 2022 by and between Peninsula Pacific Entertainment Intermediate Holdings LLC and Churchill Downs Incorporated

Exhibit 2.1 EXECUTION VERSION AMENDMENT NO. 1 TO THE PURCHASE AGREEMENT This AMENDMENT NO. 1 TO THE PURCHASE AGREEMENT, dated as of September 2, 2022 (this ?Amendment?), is made by and among Peninsula Pacific Entertainment Intermediate Holdings LLC, a Delaware limited liability company (?Seller?), and Churchill Downs Incorporated, a Kentucky corporation (?Buyer?). RECITALS WHEREAS, Seller and Buye

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): September 2, 2022 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation) (Com

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): July 29, 2022 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation) (Commiss

CHURCHILL DOWNS INCORPORATED 2022 EXECUTIVE ANNUAL INCENTIVE PLAN Effective as of January 1, 2022

CHURCHILL DOWNS INCORPORATED 2022 EXECUTIVE ANNUAL INCENTIVE PLAN Effective as of January 1, 2022 1.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 27, 2022 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation) (Commiss

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 June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT T

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 June 30, 2022 OR ? 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 Incorp

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

EXHIBIT 31(a) CERTIFICATION OF CHIEF EXECUTIVE OFFICER I, William C. Carstanjen, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Churchill Downs Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statem

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

EXHIBIT 31(b) CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER I, Marcia A. Dall, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Churchill Downs Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statement

CHURCHILL DOWNS INCORPORATED REPORTS 2022 SECOND QUARTER RESULTS

FOR IMMEDIATE RELEASE Contact: Nick Zangari (502) 394-1157 [email protected] CHURCHILL DOWNS INCORPORATED REPORTS 2022 SECOND QUARTER RESULTS LOUISVILLE, Ky. (July 27, 2022) - Churchill Downs Incorporated (Nasdaq: CHDN) (the "Company") today reported business results for the second quarter ended June 30, 2022. Second Quarter 2022 Highlights ?Record second quarter 2022 results: ?Record net r

Regulation FD Disclosure, Financial Statements and Exhibits

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): June 21, 2022 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation) (Commiss

Forward-Looking Statements Certain statements made in this presentation contain various “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statement

Exhibit 99.1 Investor Presentation June 2022 Forward-Looking Statements Certain statements made in this presentation contain 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,? ?exp

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

EXHIBIT 31(a) CERTIFICATION OF CHIEF EXECUTIVE OFFICER I, William C. Carstanjen, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Churchill Downs Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statem

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, 2022 OR ☐ TRANSITION REPORT PURSUANT

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, 2022 OR ? 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 Incor

CHURCHILL DOWNS INCORPORATED REPORTS 2022 FIRST QUARTER RESULTS

FOR IMMEDIATE RELEASE Contact: Nick Zangari (502) 394-1157 [email protected] CHURCHILL DOWNS INCORPORATED REPORTS 2022 FIRST QUARTER RESULTS LOUISVILLE, Ky. (April 27, 2022) - Churchill Downs Incorporated (Nasdaq: CHDN) (the "Company", "we", "us", "our") today reported business results for the first quarter ended March 31, 2022. First Quarter 2022 Highlights ?Record First Quarter 2022 resul

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): April 27, 2022 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation) (Commis

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

EXHIBIT 31(b) CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER I, Marcia A. Dall, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Churchill Downs Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statement

Financial Statements and Exhibits, Other Events

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): April 26, 2022 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation) (Commis

Submission of Matters to a Vote of Security Holders

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): April 26, 2022 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation) (Commis

CHURCHILL DOWNS INCORPORATED Recast Segment Operating Results Three Months Ended Year Ended December 31, (in millions) March 31, 2021 June 30, 2021 September 30, 2021 December 31, 2021 2021 2020 Net revenue: Live and Historical Racing $ 63.2 $ 175.9

CHURCHILL DOWNS INCORPORATED Recast Segment Operating Results (unaudited) Three Months Ended Year Ended December 31, (in millions) March 31, 2021 June 30, 2021 September 30, 2021 December 31, 2021 2021 2020 Net revenue: Live and Historical Racing $ 63.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): April 13, 2022 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation or organ

Churchill Downs Incorporated Announces Closing of a $1,200 Million Senior Secured Revolver due 2027, $800 Million Senior Secured Delayed Draw Term Loan A due 2029, and $1,200 Million of Senior Notes due 2030

Exhibit 99.1 FOR IMMEDIATE RELEASE Investor Contact: Nick Zangari Media Contact: Tonya Abeln (502) 394-1157 (502) 386-1742 [email protected] [email protected] Churchill Downs Incorporated Announces Closing of a $1,200 Million Senior Secured Revolver due 2027, $800 Million Senior Secured Delayed Draw Term Loan A due 2029, and $1,200 Million of Senior Notes due 2030 LOUISVILLE, KY., (Ap

Indenture, dated April 13, 2022, by and between CDI Escrow Issuer, Inc. and U.S. Bank National Association as trustee

Exhibit 4.1 Execution Version CDI ESCROW ISSUER, INC. as Issuer, AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee, Paying Agent, Registrar, Transfer Agent and Authenticating Agent 5.750% Senior Notes due 2030 INDENTURE Dated as of April 13, 2022 Table of Contents Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.1 Definitions 1 SECTION 1.2 Other Definitions 34 SECTIO

Registration Rights Agreement, dated April 13, 2022, by and between CDI Escrow Issuer, Inc. and J.P. Morgan Securities LLC, as representative of the initial purchasers

Exhibit 4.2 Execution Version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT dated April 13, 2022 (this ?Agreement?) is entered into by and between CDI Escrow Issuer, Inc., a Delaware corporation (the ?Escrow Issuer?) and wholly-owned subsidiary of Churchill Downs Incorporated, a Kentucky corporation (the ?Company?) and J.P. Morgan Securities LLC (?J.P. Morgan?), as representativ

Fourth Amendment to Credit Agreement, dated April 13, 2022, by and among Churchill Downs Incorporated, the credit parties party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as agent

Exhibit 10.01 Execution Version FOURTH AMENDMENT TO CREDIT AGREEMENT This FOURTH AMENDMENT TO CREDIT AGREEMENT (this ?Fourth Amendment?), dated as of April 13, 2022 and effective as of the Effective Date (as hereinafter defined), is made and entered into by and among CHURCHILL DOWNS INCORPORATED, a Kentucky corporation (?Borrower?), the other Credit Parties party hereto, the 2022 REVOLVING LENDERS

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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): March 30, 2022 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation) (Commis

Regulation FD Disclosure, Financial Statements and Exhibits

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): March 30, 2022 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation) (Commis

Churchill Downs Incorporated Announces Upsized Offering of $1,200 Million of Senior Notes due 2030

FOR IMMEDIATE RELEASE Contact: Nick Zangari Media Contact: Tonya Abeln (502) 394-1157 (502) 386-1742 Nick.

Unaudited Pro Forma Condensed Combined Financial Information

Unaudited Pro Forma Condensed Combined Financial Information The unaudited pro forma condensed combined financial information included herein present the unaudited pro forma condensed combined balance sheet and the unaudited pro forma condensed combined statement of income based upon the combined audited historical financial statements of CDI and P2E, after giving effect to the P2E Acquisition (as defined herein) and the CDI Financing (as defined herein) (together the ?Transactions?), and the adjustments described in the accompanying notes.

CHDN / Churchill Downs, Inc. / Duchossois Group, Inc. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 9) Churchill Downs Incorporated (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 171484-10-8 (CUSIP Number) Eric A. Reeves The Duchossois Group, Inc. 444 W. Lake Street, Suite 2000 Chicago, Illinois 60606 312.586.2080 (Name, Addre

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confid

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of

Joint Filing Agreement

Exhibit 1 Joint Filing Agreement In connection with the beneficial ownership of shares of common stock, no par value, of Churchill Downs Incorporated, (i) The Duchossois Group, Inc.

CHURCHILL DOWNS INCORPORATED REPORTS 2021 FOURTH QUARTER AND FULL YEAR RESULTS

FOR IMMEDIATE RELEASE Contact: Nick Zangari (502) 394-1157 [email protected] CHURCHILL DOWNS INCORPORATED REPORTS 2021 FOURTH QUARTER AND FULL YEAR RESULTS LOUISVILLE, Ky. (February 23, 2022) - Churchill Downs Incorporated (Nasdaq: CHDN) (the "Company", "we", "us", "our") today reported business results for the quarter and full year ended December 31, 2021. Company Highlights ?Record 2021 n

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

EXHIBIT 31(b) CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER I, Marcia A. Dall, certify that: 1.I have reviewed this Annual Report on Form 10-K of Churchill Downs Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements w

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

EXHIBIT 31(a) CERTIFICATION OF CHIEF EXECUTIVE OFFICER I, William C. Carstanjen, certify that: 1.I have reviewed this Annual Report on Form 10-K of Churchill Downs Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? 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 Incorporat

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 23, 2022 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation or or

SUBSIDIARIES OF THE REGISTRANT December 31, 2021 Subsidiary State/Jurisdiction of Incorporation/Organization Arlington OTB Corp. Delaware Arlington Park Racecourse, LLC Illinois BB Development, LLC d/b/a Oxford Casino Maine BetAmerica LLC Delaware BG

Exhibit 21 SUBSIDIARIES OF THE REGISTRANT December 31, 2021 Subsidiary State/Jurisdiction of Incorporation/Organization Arlington OTB Corp.

Purchase Agreement, dated as of February 18, 2022 by and between Peninsula Pacific Entertainment Intermediate Holdings LLC and Churchill Downs Incorporated

Exhibit 2.1 Execution Version PURCHASE AGREEMENT by and between PENINSULA PACIFIC ENTERTAINMENT INTERMEDIATE HOLDINGS LLC, as Seller and CHURCHILL DOWNS INCORPORATED, as Buyer Dated as of February 18, 2022 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 1 Section 1.01 Definitions 1 ARTICLE II. PURCHASE AND SALE 24 Section 2.01 Purchase and Sale 24 Section 2.02 Closing 24 Section 2.03 Purchase Price

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): February 18, 2022 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation) (Com

Churchill Downs Incorporated Announces Definitive Agreement to Acquire Substantially All of the Assets of Peninsula Pacific Entertainment Transaction Significantly Expands the Geographic Footprint of CDI’s Live and Historical Racing Entertainment Ven

EX-99.1 Exhibit 99.1 Churchill Downs Incorporated Announces Definitive Agreement to Acquire Substantially All of the Assets of Peninsula Pacific Entertainment Transaction Significantly Expands the Geographic Footprint of CDI’s Live and Historical Racing Entertainment Venues and Increases Scale LOUISVILLE, KY., (February 22, 2022) – Churchill Downs Incorporated (“CDI” or the “Company”) (NASDAQ: CHD

Memorandum of Understanding By and Between Austin W. Miller and Churchill Downs Incorporated

Memorandum of Understanding By and Between Austin W. Miller and Churchill Downs Incorporated Purpose The purpose of this Memorandum of Understanding (?MOU?) is to memorialize the terms of Austin W. Miller?s (the ?Executive?s?) voluntary retirement from employment with Churchill Downs Incorporated (the ?Company?) effective March 1, 2022, and Executive?s subsequent commencement of the performance of

Churchill Downs Incorporated Announces Retirement of Austin Miller, Names Maureen Adams Senior Vice President of Gaming Operations and Ryan Jordan Senior Vice President of Real Estate Development

FOR IMMEDIATE RELEASE Contact: Nick Zangari Media Contact: Tonya Abeln (502) 394-1157 (502) 386-1742 Nick.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): February 10, 2022 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation) (Com

CHDN / Churchill Downs, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)* Name of issuer: Churchill Downs Inc. Title of Class of Securities: Common Stock CUSIP Number: 171484108 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Regulation FD Disclosure, Financial Statements and Exhibits

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): November 22, 2021 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation) (Com

Churchill Downs Incorporated Signs Agreement to Sell 115.7 Acres of Land by Calder Casino for $291 Million

FOR IMMEDIATE RELEASE Contact: Nick Zangari Media Contact: Tonya Abeln (502) 394-1157 (502) 386-1742 Nick.

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

EXHIBIT 31(b) CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER I, Marcia A. Dall, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Churchill Downs Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statement

CHURCHILL DOWNS INCORPORATED REPORTS 2021 THIRD QUARTER RESULTS

FOR IMMEDIATE RELEASE Contact: Nick Zangari (502) 394-1157 [email protected] CHURCHILL DOWNS INCORPORATED REPORTS 2021 THIRD QUARTER RESULTS LOUISVILLE, Ky. (October 27, 2021) - Churchill Downs Incorporated (Nasdaq: CHDN) (the "Company", "we", "us", "our") today reported business results for the third quarter ended September 30, 2021. Third Quarter 2021 Highlights ?Record third quarter net

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 September 30, 2021 OR ☐ TRANSITION REPORT PURSU

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 September 30, 2021 OR ? 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 I

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

EXHIBIT 31(a) CERTIFICATION OF CHIEF EXECUTIVE OFFICER I, William C. Carstanjen, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Churchill Downs Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statem

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 27, 2021 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation) (Comm

Churchill Downs Incorporated Signs Agreement with Chicago Bears for Arlington Heights Property

FOR IMMEDIATE RELEASE Contact: Nick Zangari Media Contact: Tonya Abeln (502) 394-1157 (502) 386-1742 Nick.

Churchill Downs Incorporated Announces New $500 Million Share Repurchase Program

FOR IMMEDIATE RELEASE Contact: Nick Zangari Media Contact: Tonya Abeln (502) 394-1157 (502) 386-1742 Nick.

Regulation FD Disclosure, Financial Statements and Exhibits

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): September 29, 2021 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation) (Co

Regulation FD Disclosure, Financial Statements and Exhibits

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): September 29, 2021 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation) (Co

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

EXHIBIT 31(a) CERTIFICATION OF CHIEF EXECUTIVE OFFICER I, William C. Carstanjen, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Churchill Downs Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statem

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 June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT T

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 June 30, 2021 OR ? 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 Incorp

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

EXHIBIT 31(b) CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER I, Marcia A. Dall, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Churchill Downs Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statement

CHURCHILL DOWNS INCORPORATED REPORTS 2021 SECOND QUARTER RESULTS

EX-99.1 2 ex991pressrelease7-28x2021.htm EX-99.1 FOR IMMEDIATE RELEASE Contact: Nick Zangari (502) 394-1157 [email protected] CHURCHILL DOWNS INCORPORATED REPORTS 2021 SECOND QUARTER RESULTS LOUISVILLE, Ky. (July 28, 2021) - Churchill Downs Incorporated (Nasdaq: CHDN) (the "Company", "we", "us", "our") today reported business results for the second quarter ended June 30, 2021. Second Quarte

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 28, 2021 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD Specialized Disclosure Report (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD Specialized Disclosure Report (Exact name of registrant as specified in its charter) Kentucky (State of incorporation) 001-33998 (Commission file number) 61-0156015 (IRS Employer Identification No.) 600 North Hurstbourne Parkway, Suite 400, Louisville, Kentucky 40222 (Address of principal executive offices) (Zip Code)

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

EXHIBIT 31(b) CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER I, Marcia A. Dall, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Churchill Downs Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statement

Quarterly Report - 10-Q

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, 2021 OR ? 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 Incor

CHURCHILL DOWNS INCORPORATED REPORTS 2021 FIRST QUARTER RESULTS

EX-99.1 2 ex991pressrelease04-21x2021.htm EX-99.1 FOR IMMEDIATE RELEASE Contact: Nick Zangari (502) 394-1157 [email protected] CHURCHILL DOWNS INCORPORATED REPORTS 2021 FIRST QUARTER RESULTS LOUISVILLE, Ky. (April 21, 2021) - Churchill Downs Incorporated (Nasdaq: CHDN) (the "Company", "we", "us", "our") today reported business results for the first quarter ended March 31, 2021. First Quarte

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

EXHIBIT 31(a) CERTIFICATION OF CHIEF EXECUTIVE OFFICER I, William C. Carstanjen, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Churchill Downs Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statem

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): April 21, 2021 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation) (Commis

Submission of Matters to a Vote of Security Holders

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): April 20, 2021 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation) (Commis

CHURCHILL DOWNS INCORPORATED Recast Segment Operating Results Three Months Ended Year Ended December 31, (in millions) March 31, 2020 June 30, 2020 September 30, 2020 December 31, 2020 2020 2019 Net revenue: Live and Historical Racing $ 28.1 $ 23.3 $

CHURCHILL DOWNS INCORPORATED Recast Segment Operating Results (unaudited) Three Months Ended Year Ended December 31, (in millions) March 31, 2020 June 30, 2020 September 30, 2020 December 31, 2020 2020 2019 Net revenue: Live and Historical Racing $ 28.

Financial Statements and Exhibits, Other Events

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): April 20, 2021 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation) (Commis

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

Incremental Joinder Agreement No. 1 among Churchill Downs Incorporated, the credit parties party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as agent, dated March 17, 2021.

Exhibit 10.1 Execution Version INCREMENTAL JOINDER AGREEMENT NO. 1 This INCREMENTAL JOINDER AGREEMENT NO. 1 (this ?Agreement?), dated as of March 17, 2021 and effective as of the Effective Date (as hereinafter defined), is made and entered into by and among CHURCHILL DOWNS INCORPORATED, a Kentucky corporation (?Borrower?), the other Credit Parties party hereto, the 2021 INCREMENTAL TERM B FACILITY

Registration Rights Agreement dated March 17, 2021 by and among Churchill Downs Incorporated, the Guarantors and the representatives of the initial purchasers.

Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT dated March 17, 2021 (this ?Agreement?) is entered into by and among Churchill Downs Incorporated, a Kentucky corporation (the ?Company?), the guarantors listed on Schedule 1 hereto (the ?Initial Guarantors?), and J.P. Morgan Securities LLC (?J.P. Morgan?), as representative of the several Initial Purchasers listed on Sch

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): March 17, 2021 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation or organ

Second Supplemental Indenture dated as of March 17, 2021, among Churchill Downs Incorporated, the Guarantors party thereto, and U.S. Bank National Association, as trustee.

Exhibit 4.1 SUPPLEMENTAL INDENTURE SECOND SUPPLEMENTAL INDENTURE (this ?Second Supplemental Indenture?) dated as of March 17, 2021, by and among Churchill Downs Incorporated, a Kentucky corporation (the ?Issuer?), each of the parties identified on Annex A hereto (the ?Guarantors?) and U.S. Bank National Association, a national banking association, as Trustee (the ?Trustee?). WITNESSETH: WHEREAS, t

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

- DEF 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy S

Churchill Downs Incorporated Announces Pricing of $300 Million Senior Secured Term Loan B due 2028 and $200 million Senior Notes due 2028

FOR IMMEDIATE RELEASE Contact: Nick Zangari Media Contact: Tonya Abeln (502) 394-1157 (502) 386-1742 Nick.

Regulation FD Disclosure, Financial Statements and Exhibits

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): March 10, 2021 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation or organ

CHURCHILL DOWNS INCORPORATED REPORTS 2020 FOURTH QUARTER AND FULL YEAR RESULTS

FOR IMMEDIATE RELEASE Contact: Nick Zangari (502) 394-1157 [email protected] CHURCHILL DOWNS INCORPORATED REPORTS 2020 FOURTH QUARTER AND FULL YEAR RESULTS LOUISVILLE, Ky. (February 24, 2021) - Churchill Downs Incorporated (Nasdaq: CHDN) (the "Company", "we", "us", "our") today reported business results for the quarter and full year ended December 31, 2020. Company Highlights •2020 net reve

SUBSIDIARIES OF THE REGISTRANT December 31, 2020 Subsidiary State/Jurisdiction of Incorporation/Organization Arlington OTB Corp. Delaware Arlington Park Racecourse, LLC Illinois BB Development, LLC d/b/a Oxford Casino Maine BetAmerica LLC Delaware BG

Exhibit 21 SUBSIDIARIES OF THE REGISTRANT December 31, 2020 Subsidiary State/Jurisdiction of Incorporation/Organization Arlington OTB Corp.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 24, 2021 Churchill Downs Incorporated (Exact name of registrant as specified in its charter) Kentucky 001-33998 61-0156015 (State or other jurisdiction of incorporation or or

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

EXHIBIT 31(b) CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER I, Marcia A. Dall, certify that: 1.I have reviewed this Annual Report on Form 10-K of Churchill Downs Incorporated; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements w