What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2024-02-22 compared with 2023-02-23 · 161 added, 158 removed, 213 unchanged (60% of the section changed)

On August 4, 2022, Penn National Gaming, Inc.

was renamed PENN Entertainment, Inc.

PENN Entertainment, Inc., together with its subsidiaries (“PENN,” the “Company,” “we,” “our,” or “us”), is North America’s leading provider of integrated entertainment, sports content, and casino gaming experiences.

As of December 31, 2022, PENN operated 43 properties in 20 states, online sports betting in 15 jurisdictions and iCasino in five jurisdictions, under a portfolio of well-recognized brands including Hollywood Casino ® , L’Auberge ® , Barstool Sportsbook ® , and theScore Bet Sportsbook and Casino ® .

As of the issuance date of this report, PENN operates online sports betting in 16 jurisdictions upon the addition of Ohio in January 2023.

PENN’s highly differentiated strategy, which is focused on organic cross-sell opportunities, is reinforced by its investments in market-leading retail casinos, sports media assets, technology, including a state-of-the-art, fully integrated digital sports and iCasino betting platform, and an in-house iCasino content studio.

The Company’s portfolio is further bolstered by its industry-leading my choice ® customer loyalty program (the “my choice program”), which offers our approximately 26 million members a unique set of rewards and experiences across business channels.

As of December 31, 2023, PENN operated 43 properties in 20 states, online sports betting in 18 jurisdictions and iCasino in five jurisdictions, under a portfolio of well-recognized brands including Hollywood Casino ® , L’Auberge ® , ESPN BET™, and theScore Bet Sportsbook and Casino ® .

In August 2023, PENN entered into a transformative, exclusive long-term strategic alliance with ESPN, Inc.

and ESPN Enterprises, Inc.

(together, “ESPN”) relating to online sports betting within the United States.

PENN’s ability to leverage the leading sports media brands in the United States (ESPN) and Canada (theScore) will position us to significantly expand our digital footprint and efficiently grow our customer ecosystem.

This highly differentiated strategy, which is focused on organic cross-sell opportunities, is reinforced by our market-leading retail casinos, sports media assets, and technology, including a proprietary state-of-the-art, fully integrated digital sports and iCasino betting platform and an in-house iCasino content studio.

PENN’s portfolio is further bolstered by our industry-leading PENN Play TM customer loyalty program, which offers our over 29 million members a unique set of rewards and experiences across business channels.

Reportable Segments

1 unchanged sentence

Northeast, South, West, Midwest, and Interactive.

Our retail gaming and racing properties are grouped into reportable segments by geographic region and each is viewed as an operating segment with the exception of our two properties in Jackpot, Nevada, which are viewed as one operating segment.

We also consider our combined Video Gaming Terminal (“VGT”) operations, by state, to be separate operating segments.

Interactive includes all of our online sports betting, iCasino and online social gaming operations, management of retail sports betting, media, and our proportionate share of earnings attributable to our equity method investment in Barstool Sports, Inc.

(“Barstool”).

See Note 18, “Segment Information,” for further information.

Our gaming and racing properties are grouped by geographic location, and each is viewed as an operating segment with the exception of our two properties in Jackpot, Nevada, which are viewed as one operating segment.

We consider our combined Video Gaming Terminal (“VGT”) operations, by state, to be separate operating segments.

Interactive includes all of our online sports betting, online casino/iCasino, and social gaming (collectively referred to as “online gaming”) operations, management of retail sports betting, media, and the operating results of Barstool Sports, Inc.

(“Barstool” or “Barstool Sports”) subsequent to the Barstool Acquisition on February 17, 2023 and prior to the Barstool divestiture on August 8, 2023 (as defined and discussed in Note 6, “Acquisitions and Dispositions” in the notes to our Consolidated Financial Statements).

See Note 18, “Segment Information” and Note 12, “Leases” in the notes to our Consolidated Financial Statements for further segment and lease structure information, respectively.

Retail Operations

As of December 31, 2023, we owned, managed, or had ownership interests in 43 gaming and racing properties in 20 states.

In addition, we offer live sports betting at our properties in twelve states.

In addition, we offer live sports betting at our properties in 13 states.

Operating Properties

4 unchanged sentences

East Chicago, IN Pinnacle Master Lease Dockside gaming 64,000 1,101 43 288

Hollywood Casino Bangor Bangor, ME PENN Master Lease Land-based gaming/racing 31,750 681 14 152

Hollywood Casino Bangor

Bangor, ME AR PENN Master Lease Land-based gaming/racing 31,750 666 14 152

Hollywood Casino at Charles Town Races (2)

Charles Town, WV PENN Master Lease Land-based gaming/racing 115,000 1,900 66 153

Charles Town, WV AR PENN Master Lease Land-based gaming/racing 115,000 1,913 64 153

Hollywood Casino Columbus (2)(3)

Columbus, OH PENN Master Lease Land-based gaming 180,500 1,612 54 —

Columbus, OH 2023 Master Lease Land-based gaming 180,500 1,676 20 —

Hollywood Casino at Greektown (2)

1 unchanged sentence

Hollywood Casino Lawrenceburg (2)(4)

Lawrenceburg, IN PENN Master Lease Dockside gaming 149,500 1,350 61 463

Lawrenceburg, IN AR PENN Master Lease Dockside gaming 149,500 1,295 47 463

Hollywood Casino Morgantown (2)(5)

1 unchanged sentence

Hollywood Casino at PENN National Race Course (2)

Grantville, PA PENN Master Lease Land-based gaming/racing 99,500 1,803 55 —

Grantville, PA AR PENN Master Lease Land-based gaming/racing 94,371 1,750 54 —

Hollywood Casino Perryville (2)(3)

Perryville, MD Perryville Lease Land-based gaming 34,500 766 13 —

Perryville, MD 2023 Master Lease Land-based gaming 34,500 754 17 —

Hollywood Casino at The Meadows (2)(3)

Washington, PA Meadows Lease Land-based gaming/racing 125,000 2,006 96 —

Washington, PA 2023 Master Lease Land-based gaming/racing 125,000 1,962 91 —

Hollywood Casino Toledo (2)(3)

Toledo, OH PENN Master Lease Land-based gaming 135,000 1,725 47 —

Toledo, OH 2023 Master Lease Land-based gaming 135,000 1,760 46 —

Hollywood Casino York (2)

York, PA Operating Lease (not with REIT Landlord) Land-based gaming 80,000 608 33 —

Hollywood Gaming at Dayton Raceway Dayton, OH PENN Master Lease Land-based gaming/racing 43,000 996 — —

Hollywood Gaming at Mahoning Valley Race Course Youngstown, OH PENN Master Lease Land-based gaming/racing 54,000 1,019 — —

Hollywood Gaming at Dayton Raceway (2)

Dayton, OH AR PENN Master Lease Land-based gaming/racing 40,700 1,033 — —

Hollywood Gaming at Mahoning Valley Race Course (2)

Youngstown, OH AR PENN Master Lease Land-based gaming/racing 54,000 1,032 — —

Marquee by PENN (6)

Pennsylvania N/A Land-based gaming N/A 150 — —

Plainridge Park Casino Plainville, MA Pinnacle Master Lease Land-based gaming/racing 50,000 939 — —

Plainridge Park Casino (2)

Plainville, MA Pinnacle Master Lease Land-based gaming/racing 50,225 934 — —

South segment

1 st Jackpot Casino (2)

Tunica, MS PENN Master Lease Dockside gaming 40,000 758 11 —

Tunica, MS AR PENN Master Lease Dockside gaming 46,535 687 9 —

Ameristar Vicksburg (2)

1 unchanged sentence

Boomtown Biloxi (2)

Biloxi, MS PENN Master Lease Dockside gaming 34,500 563 22 —

Biloxi, MS AR PENN Master Lease Dockside gaming 34,500 562 22 —

Boomtown Bossier City (2)

3 unchanged sentences

Hollywood Casino Gulf Coast (2)

Louis, MS PENN Master Lease Land-based gaming 51,000 777 20 291

Louis, MS AR PENN Master Lease Land-based gaming 51,000 766 28 291

Hollywood Casino Tunica (2)

Tunica, MS PENN Master Lease Dockside gaming 54,000 783 11 494

Tunica, MS AR PENN Master Lease Dockside gaming 54,000 781 10 494

L’Auberge Baton Rouge (2)

9 unchanged sentences

M Resort Spa Casino (2)(3)

Henderson, NV PENN Master Lease Land-based gaming 96,000 1,024 37 390

Zia Park Casino Hobbs, NM PENN Master Lease Land-based gaming/racing 18,000 718 — 154

Henderson, NV 2023 Master Lease Land-based gaming 96,000 959 37 390

Zia Park Casino Hobbs, NM AR PENN Master Lease Land-based gaming/racing 18,000 713 — 154

Midwest segment

2 unchanged sentences

Argosy Casino Alton (2)(8)

Alton, IL PENN Master Lease Dockside gaming 23,000 425 9 —

Argosy Casino Riverside Riverside, MO PENN Master Lease Dockside gaming 56,000 1,098 37 258

Alton, IL AR PENN Master Lease Dockside gaming 23,000 503 9 —

Argosy Casino Riverside Riverside, MO AR PENN Master Lease Dockside gaming 56,000 1,098 37 258

Hollywood Casino Aurora (2)(3)

Aurora, IL PENN Master Lease Dockside gaming 53,000 831 27 —

Aurora, IL 2023 Master Lease Dockside gaming 53,000 831 27 —

Hollywood Casino Joliet (2)(3)

Joliet, IL PENN Master Lease Dockside gaming 50,000 952 26 100

Joliet, IL 2023 Master Lease Dockside gaming 50,000 952 26 100

Hollywood Casino at Kansas Speedway (2)(9)

1 unchanged sentence

Hollywood Casino St.

Louis Maryland Heights, MO PENN Master Lease Dockside gaming 120,000 1,646 48 502

Louis Maryland Heights, MO AR PENN Master Lease Dockside gaming 120,000 1,546 45 502

Prairie State Gaming (6)

16 unchanged sentences

(4) Includes 168 rooms at our hotel and event center located less than a mile from the gaming facility.

(5) Upon termination of the Morgantown Lease, ownership of the constructed building and all tenant improvements will transfer from the Company to GLPI.

(5) Upon termination of the Morgantown Lease, ownership of the constructed building and all tenant improvements will transfer from the Company to Gaming & Leisure Properties, Inc.

(6) VGT route operations.

(7) Includes 284 rooms operated by a third-party and located on land leased by us and subleased to such third-party.

(8) The riverboat is owned by us and not subject to the PENN Master Lease.

(9) Pursuant to a joint venture with NASCAR.

(8) The riverboat is owned by us and not subject to the AR PENN Master Lease.

(9) Pursuant to a joint venture with NASCAR Holdings LLC.

(10) Pursuant to a joint venture with Greenwood Limited Jersey, Inc., a subsidiary of Greenwood Racing, Inc.

(11) Pursuant to a management contract with Retama Development Corporation.

(12) In the fourth quarter of 2020, we sold the land underlying the Sanford-Orlando Kennel Club racetrack which discontinued our live racing operations.

We continue to operate our simulcast racing business.

(12) Simulcast racing operations.

(13) In March 2020 Valley Race Park closed due to COVID-19 and remains non-operational.

1 unchanged sentence

Ameristar East Chicago is located less than 25 miles from downtown Chicago, Illinois and offers guests a gaming and entertainment experience in the Chicago metropolitan area.

In addition to gaming amenities, the property features a full-service hotel, a Barstool Sportsbook for live sports betting, a fitness center, dining venues, and a lounge.

In addition to gaming amenities, the property features a full-service hotel, a sportsbook for live sports betting, a fitness center, dining venues, and a lounge.

Hollywood Casino Bangor is located less than five miles from the Bangor airport in Maine.

2 unchanged sentences

Hollywood Casino at Charles Town Races is located within approximately an hour drive of the Baltimore, Maryland and Washington, D.C.

In addition to a hotel, slot machines, table games and poker tables, the property includes a Barstool Sportsbook for live sports betting, as well as a variety of dining options.

The complex also features live thoroughbred racing at a 3/4-mile all-weather lighted thoroughbred racetrack with a 3,000-seat grandstand and simulcast wagering.

In addition to a hotel, slot machines, table games, and poker tables, the property includes a sportsbook for live sports betting, as well as a variety of dining options.

The complex also features live thoroughbred racing at a three-quarters mile all-weather lighted thoroughbred racetrack with a 3,000-seat grandstand and simulcast wagering.

Hollywood Casino Columbus is a Hollywood-themed casino located in Columbus, Ohio.

It features slot machines, table games and poker tables as well as multiple food and beverage outlets, and an entertainment lounge.

On January 1, 2023, Hollywood Casino Columbus opened a Barstool Sportsbook for live sports betting.

It features slot machines, table games, poker tables, and a sportsbook for live sports betting, as well as multiple food and beverage outlets, and an entertainment lounge.

Hollywood Casino at Greektown is located in the Greektown district of Detroit, Michigan, and is one of four casino hotels in the Detroit-Windsor area.

In addition to slot machines, table games, poker tables and a Barstool Sportsbook for live sports betting, the property features a 30-story hotel, several food and beverage options from casual to fine dining, as well as 10,000 square feet of convention and banquet space.

In addition to slot machines, table games, poker tables, and a sportsbook for live sports betting, the property features a 30-story hotel, several food and beverage options from casual to fine dining, as well as 10,000 square feet of convention and banquet space.

Hollywood Casino Lawrenceburg is a Hollywood-themed casino riverboat located along the Ohio River in Lawrenceburg, Indiana, approximately 15 miles west of Cincinnati, Ohio.

In addition to slot machines, table games, and poker tables, the riverboat features a Barstool Sportsbook for live sports betting, as well as a variety of dining options.

In addition to slot machines, table games, and poker tables, the riverboat features a sportsbook for live sports betting, as well as a variety of dining options.

The hotel and event center, located within one mile from the casino, includes 18,000 square feet of multipurpose space and 19,500 square feet of ballroom and meeting space.

Hollywood Casino Morgantown is located less than an hour drive west of Philadelphia, Pennsylvania.

The property features an outdoor gaming and entertainment area, a Barstool Sportsbook for live sports betting, slot machines, table games, and multiple food and beverage outlets.

The property features an outdoor gaming and entertainment area, a sportsbook for live sports betting, slot machines, table games, and multiple food and beverage outlets.

Hollywood Casino at PENN National Race Course is located 15 miles northeast of Harrisburg, Pennsylvania.

This gaming facility also includes a variety of dining and entertainment options, as well as a Barstool Sportsbook for live sports betting and a viewing area for live racing.

The property includes a one-mile all-weather lighted thoroughbred racetrack and a 7/8-mile turf track.

This gaming facility also includes a variety of dining and entertainment options, as well as a sportsbook for live sports betting and a viewing area for live racing.

The property includes a one-mile all-weather lighted thoroughbred racetrack and a seven-eighths mile turf track.

Hollywood Casino Perryville is a Hollywood-themed casino located near the Susquehanna River in Perryville, Maryland, approximately 45 miles east of Baltimore, Maryland.

It features slot machines, table games and poker tables, and a Barstool Sportsbook for live sports betting, as well as a variety of dining options.

It features slot machines, table games, poker tables, and a sportsbook for live sports betting, as well as a variety of dining options.

Hollywood Casino at The Meadows is located in Washington, Pennsylvania, approximately 25 miles south of Pittsburgh, Pennsylvania.

In addition to gaming amenities, the property offers a Barstool Sportsbook for live sports betting, several dining options, as well as an event and banquet center, a simulcast betting parlor, a 5/8th mile harness racetrack and a bowling alley.

In addition to gaming amenities, the property offers a sportsbook for live sports betting, several dining options, as well as an event and banquet center, a simulcast betting parlor, a five-eighths mile harness racetrack and a bowling alley.

Hollywood Casino Toledo is a Hollywood-themed casino, located on the bank of the Maumee River in Toledo, Ohio.

The property features slot machines, table games and poker tables, as well as multiple food and beverage outlets and an entertainment lounge.

On January 1, 2023, Hollywood Casino Toledo opened a Barstool Sportsbook for live sports betting.

The property features slot machines, table games, poker tables, and a sportsbook for live sports betting, as well as multiple food and beverage outlets and an entertainment lounge.

Hollywood Casino York is a casino located within the York Galleria Mall, approximately an hour drive north of Baltimore, Maryland.

It features slot machines, table games, and a Barstool Sportsbook for live sports betting, as well as casual dining options.

It features slot machines, table games, and a sportsbook for live sports betting, as well as casual dining options.

Hollywood Gaming at Dayton Raceway is a Hollywood-themed casino and raceway located in Dayton, Ohio.

It features video lottery terminals, a 5/8-mile standardbred racetrack, as well as various restaurants and bars, amongst other amenities.

On January 1, 2023, Hollywood Gaming at Dayton Raceway opened a Barstool Sportsbook for live sports betting.

It features video lottery terminals, a five-eighths mile standardbred racetrack, a sportsbook for live sports betting, as well as various restaurants and bars, amongst other amenities.

Hollywood Gaming at Mahoning Valley Race Course is a Hollywood-themed casino and raceway located in Youngstown, Ohio featuring video lottery terminals and a one-mile thoroughbred racetrack.

The property also includes various restaurants, and bars, amongst other amenities.

On January 1, 2023, Hollywood Gaming at Mahoning Valley opened a Barstool Sportsbook for live sports betting.

The property also includes a sportsbook for live sports betting, various restaurants, and bars amongst other amenities.

Marquee by PENN is our licensed VGT route operator with a network of 28 truck stop establishments in Pennsylvania.

Plainridge Park Casino is located 20 miles southwest of the Boston beltway just off interstate 95 in Plainville, Massachusetts.

In addition to gaming offerings, Plainridge Park Casino features various restaurants and bars, along with a 5/8-mile live harness racing facility with a two-story clubhouse for simulcast operations, special events, and live racing viewing.

On January 31, 2023, Plainridge Park Casino opened a Barstool Sportsbook for live sports betting.

In addition to gaming offerings and a sportsbook for live sports betting, Plainridge Park Casino features various restaurants and bars along with a five-eighths mile live harness racing facility with a two-story clubhouse for simulcast operations, special events, and live racing viewing.

South Segment

16 unchanged sentences

L’Auberge Baton Rouge is located approximately ten miles southeast of downtown Baton Rouge, Louisiana.

The property features a 12-story hotel, slots, table games, poker, a Barstool Sportsbook for live sports betting, a variety of dining choices, and 13,000 square feet of meeting and event space.

The property features a 12-story hotel, slots, table games, poker, a sportsbook for live sports betting, a variety of dining choices, and 13,000 square feet of meeting and event space.

L’Auberge Lake Charles offers one of the closest full-scale casino hotel facilities to Houston, Texas, as well as to the Austin, Texas and San Antonio, Texas metropolitan areas.

The location is approximately 140 miles from Houston and approximately 300 miles and 335 miles from Austin and San Antonio, respectively.

In addition to gaming amenities and a Barstool Sportsbook for live sports betting, the property features several dining outlets, a golf course, a full-service spa, and more than 26,000 square feet of meeting and event space.

In addition to gaming amenities and a sportsbook for live sports betting, the property features several dining outlets, a golf course, a full-service spa, and more than 26,000 square feet of meeting and event space.

Margaritaville Resort Casino is one of the premier gaming, lodging, dining, and entertainment experiences in Northern Louisiana.

1 unchanged sentence

Ameristar Black Hawk is located in the center of the Black Hawk gaming district, approximately 40 miles west of Denver, Colorado.

The resort features slot machines, table games and a Barstool Sportsbook for live sports betting.

In addition to gaming amenities, the resort features a hotel, a full-service day spa, several dining outlets, a live entertainment bar, and 15,000 square feet of meeting and event space.

The resort features slot machines, table games, and a sportsbook for live sports betting.

In addition to gaming

amenities, the resort features a hotel, a full-service day spa, several dining outlets, a live entertainment bar, and 15,000 square feet of meeting and event space.

Cactus Petes and Horseshu (collectively, “the Jackpot Properties”) are located just south of the Idaho border in Jackpot, Nevada.

The Jackpot Properties collectively feature two hotels, several dining options, a 4,000 seat amphitheater, a showroom, a live entertainment lounge, a sportsbook for live sportsbetting, and meeting and event facilities.

M Resort Spa Casino , located approximately ten miles from the Las Vegas strip in Henderson, Nevada, is situated at the southeast corner of Las Vegas Boulevard and St.

18 unchanged sentences

Hollywood Casino at Kansas Speedway , our 50% joint venture with NASCAR, is located in Kansas City, Kansas.

It features slot machines, table games, poker tables and a Barstool Sportsbook for live sports betting, and offers a variety of dining and entertainment facilities and a meeting room.

It features slot machines, table games, poker tables, and a sportsbook for live sports betting, and offers a variety of dining and entertainment facilities and a meeting room.

Hollywood Casino St.

8 unchanged sentences

Interactive Operations

PENN Interactive operates our online sports betting and casino app called Barstool Sportsbook and Casino, which, as of December 31, 2022, is live in 14 states, four of which also offer iCasino.

In addition, PENN Interactive operates retail sportsbooks across the Company’s portfolio, including, as of December 31, 2022, 25 internally-branded or Barstool-branded retail sportsbooks located at the Company’s properties in Colorado, Illinois, Indiana, Iowa, Kansas, Louisiana, Maryland, Michigan, Mississippi, Pennsylvania and West Virginia.

As of the issuance date of this report, PENN Interactive operates online sports betting in 15 states and 30 internally-branded or Barstool-branded retail sportsbooks within the Company’s portfolio upon the addition of Ohio and Massachusetts in January 2023.

Additionally, as of January 2023, PENN Interactive provides sportsbook management services outside of our Company’s portfolio.

Further, PENN Interactive has entered into multi-year agreements with leading sports betting operators for online sports betting and iCasino market access across our portfolio of properties.

Pursuant to these agreements, as of December 31, 2022,

such sports betting and iCasino operators have commenced operations in Indiana, Louisiana, Pennsylvania, and West Virginia.

Ohio was added in January 2023.

PENN Interactive also creates interactive casino content through its in-house content development arm, PENN Game Studios, and operates multiple additional iGaming platforms across its portfolio.

PENN Interactive operates our online gaming portfolio which includes:

(i) ESPN BET, an online sportsbook operating in select U.S.

jurisdictions;

(ii) Hollywood Casino, an iCasino operating in select U.S.

jurisdictions within the ESPN BET website and mobile application;

(iii) theScore Bet, an online sportsbook and iCasino operating in Ontario, Canada;

and (iv) PENN Game Studios, our in-house iCasino and social gaming content studio.

ESPN BET, Hollywood Casino, and theScore Bet

leverage PENN’s proprietary, state-of-the-art player account management and online gaming platform.

In addition, PENN Interactive also operates our digital sports media business, theScore (defined below).

As of the issuance date of this report, PENN Interactive operates online sportsbooks in 18 jurisdictions and iCasino in five jurisdictions throughout the U.S.

Previously, PENN Interactive’s online gaming business included Barstool Sportsbook & Casino (“Barstool Sportsbook”), an online sportsbook and casino.

On November 14, 2023, the Barstool Sportsbook brand was discontinued with PENN Interactive re-launching its U.S.

online sportsbook product as ESPN BET and its U.S.

iCasino product as Hollywood Casino.

In addition, PENN Interactive supports operations for retail sportsbooks across the Company’s portfolio of casinos, including, as of December 31, 2023, 30 retail sportsbooks located at the Company’s properties in Colorado, Illinois, Indiana, Iowa, Kansas, Louisiana, Maryland, Massachusetts, Michigan, Mississippi, Ohio, Pennsylvania, and West Virginia.

As of January 2023, PENN Interactive also began providing retail sportsbook management services to select casino operators outside our Company’s portfolio.

Further, through PENN’s portfolio of properties, PENN Interactive has entered into multi-year agreements with other gaming operators for online sports betting and iCasino market access in several states.

Pursuant to these agreements, as of December 31, 2023, such online sports betting and online casino operators have operations in Indiana, Louisiana, Massachusetts, Ohio, Pennsylvania, and West Virginia.

On October 19, 2021, we completed the acquisition of Score Media and Gaming, Inc.

(“theScore”) for a purchase price of approximately $2.1 billion.

theScore’s media app delivers users highly-personalized live scores, news, stats, and betting information from their favorite teams, leagues, and players.

theScore Bet Sportsbook and Casino, theScore’s sports betting app, delivers an immersive and holistic mobile sports betting and iCasino gaming experience, leveraging theScore’s proprietary player account management and risk and trading platforms, and is currently available to place wagers on its online sportsbook and iCasino in Ontario, Canada.

The acquisition provides us with the technology, resources and audience reach to accelerate our media and sports betting strategy across North America.

For additional information on our acquisitions, see Note 6, “Acquisitions and Dispositions.”

The acquisition provided us with the technology, resources, and audience reach to accelerate our media and sports betting strategy across North America.

PENN Entertainment, Inc., through a wholly-owned subsidiary, held a 36% equity interest in Barstool.

Under this strategic relationship, Barstool exclusively promotes the Company’s iCasinos and sports betting products, including the Barstool Sportsbook and Casino mobile app, as well as our retail gaming and racing properties to its national audience, and granted us the sole right to utilize the Barstool brand for all of our online and retail sports betting and iCasino products.

Subsequent to year end, on February 17, 2023, we completed the acquisition of all of the outstanding shares of common stock of Barstool not already owned by us for approximately $388 million, excluding transaction expenses, repayment of Barstool indebtedness and other purchase price adjustments (the “Barstool Acquisition”).

We issued 2,442,809 shares of our common equity to certain former stockholders of Barstool for the Barstool Acquisition (see Note 15, “Stockholders’ Equity,” for further information) and utilized approximately $315 million of cash to complete the Barstool Acquisition, inclusive of transaction expenses and repayment of Barstool indebtedness.

As of the closing of the Barstool Acquisition, Barstool became an indirect wholly owned subsidiary of PENN.

See Note 7, “Investments in and Advances to Unconsolidated Affiliates” for additional detail on our acquisition of the remaining Barstool shares.

Under this strategic relationship, Barstool exclusively promoted the Company’s sports betting and iCasino products, including the Barstool Sportsbook website and mobile application, as well as our retail gaming and racing properties to its national audience, and granted us the sole right to utilize the Barstool brand for all of our online and retail sports betting and iCasino products.

On February 17, 2023, we completed the acquisition of all of the outstanding shares of common stock of Barstool not already owned by us for a cash consideration of approximately $315.3 million and the issuance of 2,442,809 shares of our common stock to certain former stockholders of Barstool.

Upon the completion of the Barstool Acquisition, Barstool became an indirect wholly owned subsidiary of PENN.

In connection with PENN’s decision to rebrand our online sports betting business from Barstool Sportsbook to ESPN BET, we entered into a stock purchase agreement with David Portnoy on August 8, 2023 (the “Barstool SPA”).

Pursuant to the Barstool SPA, PENN sold 100% of the outstanding shares of Barstool to David Portnoy in exchange for nominal cash consideration (one dollar) and certain non-compete and other restrictive covenants.

Freehold Raceway.

1 unchanged sentence

(“Pennwood”), we own 50% of Freehold Raceway.

The property features a half-mile standardbred racetrack and a 118,000 square foot grandstand.

The property features a one-half mile standardbred racetrack and a 118,000 square foot grandstand.

In addition, through our Pennwood joint venture, we own 50% of a leased off-track wagering (“OTW”) facility in Toms River, New Jersey, and operate another OTW facility, which we constructed, in Gloucester Township, New Jersey.

9 unchanged sentences

Sanford-Orlando Kennel Club.

The former greyhound racetrack and related property was sold to a land developer during the fourth quarter of 2020.

The remaining facility and parking lot area is owned by the Company and operates a restaurant and offers year-round simulcast operations.

The facility and parking lot area is owned by the Company and operates a restaurant and offers year-round simulcast operations.

Triple Net Leases

The majority of the real estate assets (i.e., land and buildings) used in our operations are subject to triple net master leases;

the most significant of which are the PENN Master Lease and the Pinnacle Master Lease (as such terms are defined below and collectively referred to as the “Master Leases”), with Gaming and Leisure Properties, Inc.

GLPI) (“GLPI”), a real estate investment trust (“REIT”).

As of December 31, 2022, in addition to the Master Leases, five individual gaming facilities used in our operations are subject to individual triple net leases.

The majority of the real estate assets (i.e., land and buildings) used in our operations are subject to triple net master leases, the most significant of which are with Gaming and Leisure Properties, Inc.

GLPI) (“GLPI”), a real estate investment trust (“REIT”), and include the AR PENN Master Lease, 2023 Master Lease, PENN Master Lease (prior to January 1, 2023), and Pinnacle Master Lease (as such terms are defined below and collectively referred to as the “Master Leases”).

As of December 31, 2023 , in addition to the Master Leases, three individual gaming facilities used in our operations are subject to individual triple net leases.

Under triple net leases, in addition to lease payments for the real estate assets, the Company is required to pay the following, among other things:

2 unchanged sentences

(iii) taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor);

(iv) all tenant capital

improvements;

(iv) all tenant capital improvements;

and (v) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties.

The following summaries of the Master Leases are qualified in their entirety by reference to either the PENN Master Lease or the Pinnacle Master Lease, as applicable, all of which are incorporated by reference in the exhibits to this Annual Report on Form 10-K.

PENN Master Lease

Pursuant to a triple net master lease with GLPI (the “PENN Master Lease”), which became effective November 1, 2013, the Company leases real estate assets associated with 19 of the gaming facilities used in its operations.

The PENN Master Lease has an initial term of 15 years with four subsequent, five-year renewal periods on the same terms and conditions, exercisable at the Company’s option.

If we elect to renew the term of the PENN Master Lease, the renewal will be effective as to all of the leased real estate assets then subject to the PENN Master Lease, subject to limitations on the final renewal term with respect to certain of the barge-based facilities.

On October 9, 2022, the Company entered into a binding term sheet (the “Term Sheet”) with GLPI.

Pursuant to the Term Sheet, the Company and GLPI agreed to amend and restate the PENN Master Lease (the “Amended and Restated PENN Master Lease”) to (i) remove the land and buildings for Hollywood Casino Aurora (“Aurora”), Hollywood Casino Joliet (“Joliet”), Hollywood Casino Columbus (“Columbus”), Hollywood Casino Toledo (“Toledo”) and the M Resort Spa Casino (“M Resort”);

(ii) make associated adjustments to the rent after which the initial rent in the Amended and Restated PENN Master Lease will be $284.1 million, consisting of $208.2 million of Building Base Rent, $43.0 million of Land Base Rent and $32.9 million of Percentage Rent (as such terms are defined in the Amended and Restated PENN Master Lease);

and (iii) terminate the existing leases associated with Hollywood Casino at The Meadows (“Meadows”) and Hollywood Casino Perryville (“Perryville”).

This Amended and Restated PENN Master Lease was executed on February 21, 2023 with an effective date of January 1, 2023, subsequent to year end.

The following summaries of the Master Leases are qualified in their entirety by reference to either the AR PENN Master Lease, the 2023 Master Lease, PENN Master Lease (prior to January 1, 2023), or the Pinnacle Master Lease, as applicable, all of which are incorporated by reference in the exhibits to this Annual Report on Form 10-K.

AR PENN Master Lease

Prior to the effective date of the AR PENN Master Lease (as defined and discussed below), the Company leased real estate assets associated with 19 of the gaming facilities used in its operations via a triple net master lease with GLPI (the “PENN Master Lease”), which became effective November 1, 2013.

The PENN Master Lease had an initial term of 15 years with four subsequent five-year renewal periods on the same terms and conditions, exercisable at the Company’s option.

On February 21, 2023, the Company and GLPI entered into an agreement to amend and restate the PENN Master Lease (the “AR PENN Master Lease”), effective January 1, 2023, to (i) remove the land and buildings for Hollywood Casino Aurora (“Aurora”), Hollywood Casino Joliet (“Joliet”), Hollywood Casino Columbus (“Columbus”), Hollywood Casino Toledo (“Toledo”) and the M Resort Spa Casino (“M Resort”), and (ii) make associated adjustments to the rent after which the initial rent in the AR PENN Master Lease was reset to $284.1 million, consisting of $208.2 million of building base rent, $43.0 million of land base rent and $32.9 million of percentage rent (as such terms are defined in the AR PENN Master Lease).

Subsequent to the execution of the AR PENN Master Lease, the lease contains real estate assets associated with 14 of the Company’s gaming facilities used in its operations.

The current term of the AR PENN Master Lease expires on October 31, 2033 and thereafter contains three renewal terms of five years each on the same terms and conditions, exercisable at the Company’s option.

The AR PENN Master Lease along with the 2023 Master Lease (as defined and discussed below) are cross-defaulted, cross-collateralized, and coterminous, and subject to a parent guarantee.

S ee Note 12, “Leases” in the notes to our Consolidated Financial Statements for further discussion.

2023 Master Lease

As part of the Term Sheet and concurrent with the execution of the Amended and Restated PENN Master Lease described above, the Company and GLPI agreed to enter into a new master lease (the “2023 Master Lease”), effective January 1, 2023, specific to the properties associated with Aurora, Joliet, Columbus, Toledo, M Resort, Meadows, and Perryville, and a master development agreement (the “Master Development Agreement”).

Concurrent with the execution of the AR PENN Master Lease, the Company and GLPI entered into a new triple net master lease (the “2023 Master Lease”), effective January 1, 2023, specific to the property associated with Aurora, Joliet, Columbus, Toledo, M Resort, Hollywood Casino at The Meadows (“Meadows”), and Hollywood Casino Perryville (“Perryville”) and a master development agreement (the “Master Development Agreement”).

The 2023 Master Lease has an initial term through October 31, 2033 with three subsequent five-year renewal periods on the same terms and conditions, exercisable at the Company’s option.

The 2023 Master Lease will be cross-defaulted, cross-collateralized, and coterminous with the Amended and Restated PENN Master Lease and subject to a parent guarantee.

The 2023 Master Lease terminated the individual triple net leases associated with Meadows and Perryville.

The 2023 Master Lease and AR PENN Master Lease are cross-defaulted, cross-collateralized, and coterminous, and subject to a parent guarantee.

S ee Note 12, “Leases” in the notes to our Consolidated Financial Statements for further discussion.

Pinnacle Master Lease

In connection with the acquisition of Pinnacle Entertainment, Inc.

(“Pinnacle”) in 2018, the Company assumed a triple net master lease with GLPI (“Pinnacle Master Lease”), originally effective April 28, 2016.

Pursuant to the Pinnacle Master Lease, the Company leases real estate assets associated with 12 of the gaming facilities used in its operations from GLPI.

Upon assumption of the Pinnacle Master Lease, as amended, there were 7.5 years remaining of the initial ten-year term, with five subsequent, five-year renewal periods exercisable at the Company’s option.

(“Pinnacle”), on October 15, 2018, the Company assumed a triple net master lease with GLPI (the “Pinnacle Master Lease”), originally effective April 28, 2016, pursuant to which the Company leases real estate assets associated with 12 of the gaming facilities used in its operations.

Upon assumption of the Pinnacle Master Lease, as amended, there were 7.5 years remaining of the initial ten-year term, with five subsequent, five-year renewal periods, on the same terms and conditions, exercisable at the Company’s option.

Furthermore, in conjunction with the acquisition of Pinnacle, GLPI acquired the real estate assets associated with Plainridge Park Casino and leased back such assets to the Company pursuant to an amendment to the Pinnacle Master Lease.

Morgantown Lease

On October 1, 2020, we sold the land underlying our Morgantown development project to GLPI in exchange for rent credits of $30.0 million.

Contemporaneous with the sale, the Company entered into a triple net lease with a subsidiary of GLPI for the land underlying Morgantown (“Morgantown Lease”).

The initial term of the Morgantown Lease is twenty years with six subsequent, five-year renewal periods, exercisable at the Company’s option.

Perryville Lease

In conjunction with the acquisition of the operations of Perryville on July 1, 2021, the Company entered into a triple net lease with GLPI for the real estate assets associated with the property (“Perryville Lease”).

The initial term of the Perryville Lease is twenty years with three subsequent, five-year renewal periods, exercisable at the Company’s option.

As part of the Term Sheet and in conjunction with entering into the 2023 Master Lease as described above, the Perryville Lease was terminated effective January 1, 2023.

Meadows Lease

In connection with the acquisition of Pinnacle, the Company assumed a triple net lease of the real estate assets used in the operations of Meadows (the “Meadows Lease”), originally effective September 9, 2016, with GLPI as the landlord.

Upon assumption of the Meadows Lease, there were eight years remaining of the initial ten-year term, with three subsequent, five-year renewal options followed by one four-year renewal option on the same terms and conditions, exercisable at the Company’s option.

As part of the Term Sheet and in conjunction with entering into the 2023 Master Lease as described above, the Meadows Lease was terminated effective January 1, 2023.

Margaritaville Lease and Greektown Lease

In connection with the acquisition of the operations of Margaritaville on January 1, 2019, the Company entered into a triple net lease with VICI Properties, Inc.

VICI) (“VICI”) for the real estate assets used in the operations of Margaritaville Resort Casino (“Margaritaville”), (the “Margaritaville Lease”).

In connection with the acquisition of the membership interests in Greektown Holdings, LLC on May 23, 2019, the Company entered into a triple net lease with VICI for the real estate assets used in the operations of Hollywood Casino at Greektown (“Greektown Lease”).

Both the Margaritaville Lease and the Greektown Lease have initial terms of 15 years, with four subsequent five-year renewal options on the same terms and conditions, exercisable at the Company’s option.

Tropicana Lease

On April 16, 2020, we sold the real estate assets associated with the operations of the Tropicana Las Vegas Hotel and Casino, Inc.

(“Tropicana”) to a subsidiary of GLPI in exchange for rent credits of $307.5 million.

Contemporaneous with the sale, the Company entered into a leaseback of the real estate assets for nominal cash rent.

We were required to continue to operate the Tropicana for two years (subject to three one-year extensions at GLPI’s option) or until the real estate assets and the operations of the Tropicana were sold by GLPI.

On January 11, 2022, PENN entered into a definitive purchase agreement to sell its outstanding equity interest in Tropicana, which has the gaming license and operates the Tropicana, to Bally’s Corporation.

The transaction closed on September 26, 2022 and the lease terminated.

We own a number of trademarks and service marks registered with the U.S.

Patent and Trademark Office (“USPTO”), including but not limited to, “Ameristar ® ,” “Argosy ® ,” “Boomtown ® ,” “Greektown ® ,” “Hollywood Casino ® ,” “Hollywood Gaming ® ,” “L’Auberge ® ,” “M Resort ® ,” and “MyChoice ® ” among other trademarks.

S ee Note 12, “Leases” in the notes to our Consolidated Financial Statements for further discussion.

Other triple net leases with REIT landlords

The Company has a triple net lease with GLPI for the land underlying the Hollywood Casino Morgantown property.

Prior to the execution of the 2023 Master Lease, the Company also had triple net leases with GLPI for the real estate assets associated with the Meadows and Perryville properties.

Prior to the sale of PENN’s outstanding equity interest in Tropicana Las Vegas Hotel and Casino, Inc.

(“Tropicana”) on September 26, 2022, the Company had a triple net lease with GLPI for the real estate assets associated with the Tropicana property.

S ee Note 12, “Leases” in the notes to our Consolidated Financial Statements for further discussion.

The Company has triple net leases with VICI Properties, Inc.

VICI) (“VICI”) for the real estate assets associated with the Margaritaville Resort Casino and Hollywood Casino at Greektown properties.

S ee Note 12, “Leases” in the notes to our Consolidated Financial Statements for further discussion.

We own a number of trademarks and service marks registered or pending registration with the U.S.

Patent and Trademark Office (“USPTO”), the Canadian Intellectual Property Office (“CIPO”), and/or other intellectual property organizations in the European Union, the United Kingdom, and other countries around the world, including but not limited to, “Ameristar ® ,” “Argosy ® ,” “Boomtown ® ,” “Hollywood Casino ® ,” “Hollywood Gaming ® ,” “L’Auberge ® ,” “M Resort ® ,” and “PENN Play TM ” among other trademarks.

Upon completion of the acquisition of theScore in October 2021, we acquired theScore’s registered trademarks and service marks, including but not limited to, “theScore ® ,” “theScore Bet ® ,” and “theScore esports ® ” among other trademarks.

We believe that our rights to our trademarks are well-established and have competitive value to our properties and businesses.

We also have a number of trademark applications pending with the USPTO.

We also have a number of trademark applications pending with the USPTO, CIP, and the World Intellectual Property Organization.

Among others, we have a licensing agreement with a third-party to use the “Margaritaville” trademark in connection with the operations of Margaritaville in Bossier City, Louisiana.

As of February 2020, we have the sole right to utilize the Barstool Sports ® brand for all our online and retail sports betting and iCasino products.

As a result of the Barstool Acquisition, we own the trademark for the Barstool Sports ® brand.

As of August 8, 2023, we have a licensing agreement with ESPN, Inc.

to use the “ESPN BET™” and related trademarks in connection with the operations of our online sports betting products within the United States.

The gaming, media, and entertainment industries are characterized by an increasingly high degree of competition among a large number of participants.

In a broad sense, both our retail and interactive gaming operations face competition from all manner of leisure and entertainment activities, including shopping, athletic events, television and movies, concerts and travel.

Legalized gaming is currently permitted in various forms throughout countries we operate in (U.S.

and Canada.) Other jurisdictions, including states adjacent to those in which we currently have properties, have recently legalized, implemented, and/or expanded gaming.

We compete with a variety of gaming operations, including casinos and hotel casinos of varying quality and size and other gaming options such as state and province-sponsored internet lotteries, sweepstakes, charitable gaming, video gaming terminals at bars, restaurants, taverns and truck stops, illegal slot machines and skill games, fantasy sports and third-party internet or mobile-based gaming platforms, including both legal and illegal iCasino and sports betting operations.

More generally, both our retail and interactive gaming operations face competition from all manner of leisure and entertainment activities, including shopping, athletic events, television and movies, concerts, and travel.

Competition is discussed in further detail within “Item 1A.

1 unchanged sentence

Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report on Form 10-K.

Our operations are subject to seasonality, including seasonality based on the weather in the region in which the properties operate and the travel habits of visitors.

Business at our properties can also fluctuate due to specific holidays or other significant events, particularly when a holiday falls in a different quarter than the prior year, city-wide conventions, large sporting events or concerts, or visits by our premium players.

We also believe that any seasonality, holiday, or other significant event may affect our various properties or regions differently.

We may also experience seasonality with retail and online sports betting which coincides with certain sporting events, as well as seasons of professional sports teams.

Government Regulation and Gaming Issues

1 unchanged sentence

Our online gaming operations and each of our properties are subject to extensive regulation under the laws, rules, and regulations of the jurisdictions where we operate.

These laws, rules and regulations generally concern the

responsibility, financial stability and character of the owners, managers, and persons with financial interests in the gaming operations.

These laws, rules, and regulations generally concern the responsibility, financial stability, and character of the owners, managers, and persons with financial interests in the gaming operations.

Violations of laws or regulations in one jurisdiction could result in disciplinary action in other jurisdictions.

For a more detailed description of the statutes and regulations to which we are subject, see Exhibit 99.1, “Description of Government Regulations,” to this Annual Report on Form 10-K, which is incorporated herein by reference.

more detailed description of the statutes and regulations to which we are subject, see Exhibit 99.1, “Description of Government Regulations” to this Annual Report on Form 10-K, which is incorporated herein by reference.

Our businesses are subject to various international, federal, state, provincial, and local laws and regulations in addition to gaming regulations.

10 unchanged sentences

Some of the key programs and initiatives developed to attract, develop, engage, and retain diverse and high-quality talent include:

• Executive and High Potential Talent Review Process, expanded to include all salaried team members

• Learning Central, a catalogue of self-paced development opportunities covering a wide range of topics

• Executive and High Potential Talent Review Process to include team members who completed an internal development program

• LEAP Program (Leadership Excellence at PENN, intern program)

• Emerging Leader Program

• Early Career Leadership Academy (0 to 2 years experience leading others) and Mid-Career Leadership Academy (over 3 years experience leading others)

• Cohort Programs (Gaming, Hospitality, Human Resources)

• Learning Central, a catalog of self-paced development opportunities covering a wide range of topics

• Diversity and Veteran Recruitment Initiatives

• AwardCo Recognition Program and Property Engagement Committees

• Emerging Leaders Program

Through the dedicated efforts of our Corporate and property leadership teams, our charitable Foundation and the PENN Diversity Committee, we launched or expanded a number of major new initiatives in 2022 that will help to improve the lives of our team members, their families and those in need in our communities.

Highlights from last year’s efforts include the expansion of our $4 million STEM Scholarship Fund and internship program which now has six Historically Black Colleges and Universities (“HBCU”s) in the program.

Also in 2022, we launched two levels of diversity training, company wide.

• Level One includes three e-courses assigned to all team members with 100% completion

• Level Two is in-person training for all leaders of people.

A train-the-trainer model was deployed resulting in approximately 150 certified trainers.

Several properties began training their leaders in 2022 and will complete in 2023.

• Survey results are strong.

For Level One, 86% replied favorably to applying new knowledge and 95% replied favorably for Level Two.

In addition, we will be piloting a structured mentoring program in 2023 for our Emerging Leader graduates, new leaders to PENN, and executives.

We also kicked off our annual $1 Million Diversity Scholarship Program for the children of team members and are now reviewing applications for the 2023-2024 school year.

Through the dedicated efforts of our corporate, interactive, and property leadership teams, our charitable Foundation and the PENN Diversity Council, we launched or expanded a number of initiatives in 2023 focused on improving the lives of our team members, their families, and those in need in our communities.

In 2023, our diversity training initiatives continued with the roll out of Level Two for all leaders of people, approximately 3,700 people across the Company.

The training was broken into two separate sessions:

Building and Developing a Diverse Workforce

• Session II:

Sexual Harassment and Respectful Workplace

The Board of Directors and Senior Leadership Team set a goal of 90% participation by December 31, 2023.

As of December 31, 2023, 99% completed Session I and 97% completed Session II.

Survey results were strong with an average of 97% replying favorably to applying new knowledge and 9.3/10 would recommend the training.

Our commitment continued in dedicating more than $4 million to fund STEM scholarships with HBCUs in states where we operate, as well as creating internship opportunities at the Company.

This year, 31% of our LEAP interns were from an HBCU and 72% were diverse and/or female.

In addition, we piloted a structured mentoring program in October for approximately 200 team members.

Participants include Emerging Leader graduates, high potential talent, new leaders, and executives.

As of December 31, 2023, there are 154 established partnerships logging just over 300 hours of mentoring activities.

In 2024, we aim to scale the program.

We also continued our annual $1 Million Diversity Scholarship Program for the children of team members.

In 2023, there were 52

recipients with 57% of them being first generation college bound students.

The application process for the 2024-2025 school year will kick-off in early 2024.

As of December 31, 2023, we had approximately 23,333 full-time and part-time employees.

We had 35 collective bargaining agreements covering approximately 4,180 active employees.

Eight collective bargaining agreements are scheduled to expire in 2023.

Twelve collective bargaining agreements are scheduled to expire in 2024.

Although we believe that we have good employee relations, there can be no assurance that we will be able to extend or enter into replacement agreements.

1 unchanged sentence

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 1. Business