What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2023-02-23 compared with 2022-02-28 · 34 added, 12 removed, 8 unchanged (85% of the section changed)

4 unchanged sentences

We intend to retain all of our earnings to finance the development of our business, and thus, do not anticipate paying cash dividends on our common stock for the foreseeable future.

Payment of any cash dividends in the future will be at the discretion of our Board of Directors and will depend upon, among other things, our future earnings, operations and capital requirements,

our general financial condition and general business conditions.

In addition, our Senior Secured Credit Facilities and senior notes restrict, among other things, our ability to pay dividends.

Payment of any cash dividends in the future will be at the discretion of our Board of Directors and will depend upon, among other things, our future earnings, operations and capital requirements, our general financial condition and general business conditions.

In addition, our Amended Credit Facilities and senior unsecured notes limit, among other things, our ability to pay dividends.

Future financing arrangements may also prohibit the payment of dividends under certain conditions.

Sales of Unregistered Equity Securities

On each of February 22, 2021 and August 23, 2021, the Company issued 43 shares of Series D Preferred Stock in conjunction with acquiring an additional 22,824 shares of Barstool Sports common stock.

The issuances were exempt from registration pursuant to Section 4(a)(2) of the Securities Act.

The acquisition of the incremental Barstool Sports common stock represents a partial settlement of the 1% purchase on a delayed basis as described in Note 7, “Investments in and Advances to Unconsolidated Affiliates.”

On February 22, 2021 and August 23, 2021, 151.2 shares of Series D Preferred Stock and 43 shares of Series D Preferred Stock, respectively, were converted to common stock.

As a result of the conversion, the Company issued 151,200 shares of common stock and 43,000 shares of common stock, respectively, each with a par value of $0.01.

We have not sold any equity securities during the year ended December 31, 2022 that were not previously disclosed in a quarterly report on Form 10-Q or a current report on Form 8-K that was filed during the year.

Subsequent to year end, on February 17, 2023, the Company issued 2,442,809 share of our common stock in conjunction with the Barstool Acquisition (as defined and described in Note 7, “Investments in and Advances to Unconsolidated Affiliates” ).

The issuances were exempt from registration pursuant to Section 4(a)(2) of the Securities Act.

On August 25, 2021, we issued 198,103 shares of our common stock in connection with the closing of our acquisition of the remaining 50% ownership interest in the Sam Houston Race Park in Houston, Texas, the Valley Race Park in Harlingen, Texas, and a license to operate a racetrack in Austin, Texas (collectively, “Sam Houston”).

The issuance was exempt from registration pursuant to Section 4(a)(2) of the Securities Act.

On October 19, 2021, in connection with the closing of the acquisition of theScore and as disclosed in the Company’s Current Report on Form 8-K filed on October 19, 2021, the Company issued a total of 12,319,340 shares of our common stock, 311,119 options to purchase shares of our common stock (“Company Option”) and 472,588 restricted stock units covering our common stock (“Company RSU”) and an indirect wholly owned subsidiary of the Company (“Purchaser”) issued a total of 768,441 shares of Purchaser that are exchangeable into shares of our common stock (“Exchangeable Shares”).

The shares of common stock, Company Options, Company RSUs and Exchangeable Shares were issued in reliance upon Section 3(a)(10) of the Securities Act.

Purchases of Equity Securities

On February 1, 2022, our Board of Directors authorized the repurchase of up to $750.0 million of our common stock from time to time on the open market or in privately negotiated transactions (the “February 2022 Authorization”).

The repurchase authorization expires on January 31, 2025.

On December 6, 2022, our Board of Directors authorized an additional $750.0 million program for such repurchases, which expires on December 31, 2025 (the “December 2022 Authorization”).

Since we have not yet used the full amount under the February 2022 Authorization, the December 2022 Authorization remains at full capacity.

Stock repurchases, if any, will be funded using our available liquidity.

The timing and amount of stock repurchases will depend on a variety of factors, including the market conditions as well as corporate and regulatory considerations.

As of December 31, 2022, we have repurchased a total of 17,561,288 shares of our common stock at an average price of $34.23.

The following table presents the total number of shares of our common stock that we repurchased during the fourth quarter of the year ended December 31, 2022, the average price paid per share, the number of shares that we repurchased as part of our share repurchase program, and the approximate dollar value of shares that still could have been repurchased at the end of the applicable fiscal period pursuant to our share repurchase program:

(dollars in millions, except per share data) Total Number of Shares Purchased (1)

Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Program Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Program

October 1, 2022 - October 31, 2022 1,037,677 $ 28.97 1,005,188 $ 211.1

November 1, 2022 – November 30, 2022 605,592 $ 35.01 605,422 $ 189.9

December 1, 2022 - December 31, 2022 1,260,399 $ 32.29 1,260,284 $ 149.2

Total 2,903,668 $ 31.67 2,870,894

(1) Includes 32,489, 170 and 115 shares withheld to pay taxes due upon the vesting of employee restricted stock for the months ended October 31, November 30, and December 31, 2022, respectively.

Stock Performance Graph

We have historically presented the performance graph by comparing our cumulative total shareholder return against the cumulative total return of the S&P 500 and the median total shareholder return of a selected group of peer companies.

We have decided to change the presentation of our performance graph to replace the selected peer group with the Russell 3000 Casino and Gambling Index because the Company believes that a market index provides a more consistent comparison than the annual Company-selected peer group.

In accordance with SEC rules, the performance graph presents both the indices used in the previous year and the newly selected index.

Period Ending December 31,

Index 2017 2018 2019 2020 2021 2022

PENN Entertainment, Inc.

$ 100.00 $ 60.10 $ 81.58 $ 275.68 $ 165.50 $ 94.80

S&P 500 $ 100.00 $ 95.62 $ 125.72 $ 148.85 $ 191.58 $ 156.89

Russell 3000 Casino and Gambling Index $ 100.00 $ 70.47 $ 101.85 $ 114.43 $ 112.76 $ 84.39

Peer Group Median (1)

$ 100.00 $ 73.78 $ 103.93 $ 96.25 $ 93.55 $ 82.10

(1) Peer group includes:

Boyd Gaming Corporation, Caesars Entertainment Inc., Las Vegas Sands Corp., MGM Resorts International, Red Rock Resorts, Inc., and Wynn Resorts, Ltd.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity