What changed in this filing

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Item 1. Financial Statements

2025-08-07 compared with 2025-05-12 · 326 added, 153 removed, 810 unchanged (37% of the section changed)

3 unchanged sentences

CONSOLIDATED BALANCE SHEETS

(in millions, except share and per share data) March 31, 2025 December 31, 2024

(in millions, except share and per share data) June 30, 2025 December 31, 2024

Current assets

33 unchanged sentences

Common stock ($ 0.01 par value, 400,000,000 shares authorized, 177,868,779 and 177,396,073 shares issued, and 145,452,528 and 152,229,171 shares outstanding)

Exchangeable shares ($ 0.01 par value, 768,441 shares authorized in both periods, 768,441 shares issued in both periods, 380,478 and 466,534 shares outstanding)

Exchangeable shares ($ 0.01 par value, 768,441 shares authorized and issued in both periods, 380,478 and 466,534 shares outstanding)

Treasury stock, at cost ( 32,416,251 and 25,166,902 shares)

12 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS

For the three months ended March 31,

For the three months ended June 30, For the six months ended June 30,

(in millions, except per share data) 2025 2024 2025 2024

7 unchanged sentences

Depreciation and amortization 110.5 109.1 218.5 217.8

Impairment loss 15.0 — 15.0 —

Total operating expenses 1,687.5 1,588.5 3,317.2 3,216.8

Operating income (loss) 42.8 ( 21.4 )

Operating income 77.5 74.5 120.3 53.1

Other income (expenses)

3 unchanged sentences

Gain on financing arrangement — — 215.1 —

Loss on early extinguishment of debt ( 11.8 ) — ( 11.8 ) —

Other 2.9 1.0 4.2 ( 0.3 )

1 unchanged sentence

Income (loss) before income taxes ( 11.9 ) ( 30.3 ) 147.3 ( 157.8 )

159.2 ( 127.5 )

Income tax benefit (expense) ( 6.4 ) 3.2 ( 54.1 ) 15.8

( 47.7 ) 12.6

Net income (loss) ( 18.3 ) ( 27.1 ) 93.2 ( 142.0 )

111.5 ( 114.9 )

Net loss attributable to non-controlling interest 0.9 0.3 1.2 0.5

12 unchanged sentences

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

For the three months ended March 31,

For the three months ended June 30, For the six months ended June 30,

(in millions) 2025 2024 2025 2024

Net income (loss) $ ( 18.3 ) $ ( 27.1 ) $ 93.2 $ ( 142.0 )

$ 111.5 $ ( 114.9 )

Other comprehensive loss, net of tax:

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustment during the period 92.3 ( 19.5 ) 92.0 ( 55.5 )

Other comprehensive loss ( 0.3 ) ( 36.0 )

Other comprehensive income (loss) 92.3 ( 19.5 ) 92.0 ( 55.5 )

Total comprehensive income (loss) 74.0 ( 46.6 ) 185.2 ( 197.5 )

111.2 ( 150.9 )

Comprehensive loss attributable to non-controlling interest 0.9 0.3 1.2 0.5

5 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Three Months Ended March 31, 2025 and 2024

Three Months Ended June 30, 2025 and 2024

Preferred Stock Common Stock Treasury Stock Additional

Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total PENN Stockholders’ Equity Non-Controlling Interest Total Stockholders’ Equity

Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total PENN Stockholders’ Equity Non-Controlling Interest Total Stockholders’ Equity

(in millions, except share data) Shares Amount PENN Entertainment, Inc.

Shares Amount Exchangeable Shares Amount

Balance as of April 1, 2025 — $ — 151,235,711 $ 1.8 380,478 $ — $ ( 804.6 ) $ 4,567.3 $ ( 535.2 ) $ ( 255.3 ) $ 2,974.0 $ ( 4.6 ) $ 2,969.4

Share-based compensation arrangements — — 52,284 — — — — 16.1 — — 16.1 — 16.1

Share repurchases — — ( 5,835,467 ) — — — ( 90.3 ) — — — ( 90.3 ) — ( 90.3 )

Investment Agreement warrants — — — — — — — 14.3 — — 14.3 — 14.3

Currency translation adjustment — — — — — — — — — 92.3 92.3 — 92.3

Net loss — — — — — — — — ( 17.4 ) — ( 17.4 ) ( 0.9 ) ( 18.3 )

Other — — — — — — ( 0.9 ) — — ( 0.9 ) — ( 0.9 )

Balance as of June 30, 2025 — $ — 145,452,528 $ 1.8 380,478 $ — $ ( 895.8 ) $ 4,597.7 $ ( 552.6 ) $ ( 163.0 ) $ 2,988.1 $ ( 5.5 ) $ 2,982.6

Balance as of April 1, 2024 — $ — 151,870,805 $ 1.8 557,174 $ — $ ( 779.5 ) $ 4,459.9 $ ( 450.2 ) $ ( 157.3 ) $ 3,074.7 $ ( 2.7 ) $ 3,072.0

Share-based compensation arrangements — — 154,428 — — — — 14.2 — — 14.2 — 14.2

Common stock issuance — — 4,055 — — — — 0.1 — — 0.1 — 0.1

Exchangeable share conversions — — 87,296 — ( 87,296 ) — — — — — — — —

Investment Agreement warrants — — — — — — — 14.4 — — 14.4 — 14.4

Currency translation adjustment — — — — — — — — — ( 19.5 ) ( 19.5 ) — ( 19.5 )

Net loss — — — — — — — — ( 26.8 ) — ( 26.8 ) ( 0.3 ) ( 27.1 )

Other — — — — — — — ( 1.2 ) — — ( 1.2 ) — ( 1.2 )

Balance as of June 30, 2024 — $ — 152,116,584 $ 1.8 469,878 $ — $ ( 779.5 ) $ 4,487.4 $ ( 477.0 ) $ ( 176.8 ) $ 3,055.9 $ ( 3.0 ) $ 3,052.9

Six Months Ended June 30, 2025 and 2024

Preferred Stock Common Stock Treasury Stock Additional

Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total PENN Stockholders’ Equity Non-Controlling Interest Total Stockholders’ Equity

(in millions, except share data) Shares Amount PENN Entertainment, Inc.

Shares Amount Exchangeable Shares Amount

Balance as of January 1, 2025 — $ — 152,229,171 $ 1.8 466,534 $ — $ ( 779.5 ) $ 4,542.4 $ ( 647.0 ) $ ( 255.0 ) $ 2,862.7 $ ( 4.3 ) $ 2,858.4

6 unchanged sentences

Other — — — — — — ( 1.0 ) ( 4.9 ) — — ( 5.9 ) — ( 5.9 )

Balance as of March 31, 2025 — $ — 151,235,711 $ 1.8 380,478 $ — $ ( 804.6 ) $ 4,567.3 $ ( 535.2 ) $ ( 255.3 ) $ 2,974.0 $ ( 4.6 ) $ 2,969.4

Balance as of June 30, 2025 — $ — 145,452,528 $ 1.8 380,478 $ — $ ( 895.8 ) $ 4,597.7 $ ( 552.6 ) $ ( 163.0 ) $ 2,988.1 $ ( 5.5 ) $ 2,982.6

Balance as of January 1, 2024 — $ — 151,552,694 $ 1.8 560,267 $ — $ ( 779.5 ) $ 4,436.6 $ ( 335.5 ) $ ( 121.3 ) $ 3,202.1 $ ( 2.5 ) $ 3,199.6

Share-based compensation arrangements — — 401,398 — — — — 26.1 — — 26.1 — 26.1

Common stock issuance — — 4,055 — — — — 0.1 — — 0.1 — 0.1

Exchangeable share issuance — — — — 68,048 — — — — — — — —

4 unchanged sentences

Other — — — — — — — ( 4.1 ) — — ( 4.1 ) — ( 4.1 )

Balance as of March 31, 2024 — $ — 151,870,805 $ 1.8 557,174 $ — $ ( 779.5 ) $ 4,459.9 $ ( 450.2 ) $ ( 157.3 ) $ 3,074.7 $ ( 2.7 ) $ 3,072.0

Balance as of June 30, 2024 — $ — 152,116,584 $ 1.8 469,878 $ — $ ( 779.5 ) $ 4,487.4 $ ( 477.0 ) $ ( 176.8 ) $ 3,055.9 $ ( 3.0 ) $ 3,052.9

See accompanying notes to the unaudited Consolidated Financial Statements.

2 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the three months ended March 31,

For the six months ended June 30,

(in millions) 2025 2024

1 unchanged sentence

Net income (loss) $ 93.2 $ ( 142.0 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization 218.5 217.8

Amortization of debt discounts and debt issuance costs 2.3 2.2

Non-cash interest expense 14.1 22.0

5 unchanged sentences

Investment Agreement warrant expense 28.5 37.5

Impairment loss 15.0 —

Gain on financing arrangement ( 215.1 ) —

Loss on early extinguishment of debt 11.8 —

Changes in operating assets and liabilities

8 unchanged sentences

Other 17.3 26.3

Net cash provided by (used in) operating activities 41.9 ( 68.7 )

Net cash provided by operating activities 220.1 81.7

Investing activities

Capital expenditures ( 284.6 ) ( 129.6 )

Proceeds from sale of investments 17.8 —

Consideration paid for gaming licenses and other intangible assets ( 20.1 ) ( 17.2 )

Other 14.4 0.7

Net cash used in investing activities ( 272.5 ) ( 146.1 )

For the six months ended June 30,

(in millions) 2025 2024

Financing activities

1 unchanged sentence

Repayments of revolving credit facility ( 100.0 ) —

Repurchases of convertible debt ( 223.8 ) —

Principal payments on long-term debt ( 18.8 ) ( 18.8 )

Debt issuance costs — ( 2.6 )

Principal payments on financing obligations ( 21.5 ) ( 20.2 )

Principal payments on finance leases ( 26.7 ) ( 24.8 )

Repurchase of common stock ( 25.0 ) —

Repurchases of common stock ( 115.3 ) —

Payments on insurance financing ( 16.8 ) ( 17.5 )

Indemnification payments — ( 30.5 )

Other ( 16.3 ) ( 16.8 )

Net cash used in financing activities ( 16.2 ) ( 50.1 )

Net cash provided by (used in) financing activities 28.3 ( 128.6 )

Effect of currency rate changes on cash, cash equivalents, and restricted cash 0.8 ( 0.9 )

2 unchanged sentences

Cash, cash equivalents, and restricted cash at the end of the period $ 700.5 $ 900.5

For the three months ended March 31,

(in millions) 2025 2024

Reconciliation of cash, cash equivalents, and restricted cash:

5 unchanged sentences

Cash paid for interest, net of amounts capitalized $ 188.0 $ 212.4

Cash payments (refunds) related to income taxes, net $ ( 19.7 ) $ 0.6

Cash payments related to income taxes, net $ 6.0 $ 0.9

Non-cash activities:

7 unchanged sentences

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

As of the date of this filing, PENN operated in 28 jurisdictions throughout North America, with a broadly diversified portfolio of casinos, racetracks, and online sports betting and iCasino offerings under well-recognized brands including Hollywood Casino ® , L’Auberge ® , ESPN BET™, theScore BET Sportsbook and Casino ® .

PENN’s ability to leverage its partnership with ESPN, Inc.

95 unchanged sentences

Revenues recorded to “Food, beverage, hotel, and other” and offset to “Gaming” revenues were as follows:

For the three months ended March 31,

For the three months ended June 30, For the six months ended June 30,

(in millions) 2025 2024 2025 2024

10 unchanged sentences

In addition, members of the PENN Play program earn credit toward tier status, which entitles them to receive certain other benefits, such as priority access, discounts, gifts, trips to PENN destinations, partner experiences, and PENN Cash.

The obligation associated with our PENN Play program, which is included in “Accrued expenses and other current liabilities” within our unaudited Consolidated Balance Sheets, was $ 32.9 million and $ 29.7 million as of March 31, 2025 and December 31, 2024, respectively, and consisted primarily of the obligation associated with the loyalty points.

The obligation associated with our PENN Play program, which is included in “Accrued expenses and other current liabilities” within our unaudited Consolidated Balance Sheets, were $ 29.7 million for both periods ended June 30, 2025 and December 31, 2024, and consisted primarily of the obligation associated with the loyalty points.

Our loyalty point obligations are generally settled within six months of issuance.

3 unchanged sentences

Unpaid wagers generally represent obligations stemming from prior wagering events, of which revenue was previously recognized.

The Company’s advance payments on goods and services yet to be provided and for unpaid wagers were $ 141.8 million and $ 151.4 million as of March 31, 2025 and December 31, 2024, respectively, and are included in “Accrued expenses and other current liabilities” within our unaudited Consolidated Balance Sheets.

The Company’s advance payments on goods and services yet to be provided and for unpaid wagers were $ 121.1 million and $ 151.4 million as of June 30, 2025 and December 31, 2024, respectively, and are included in “Accrued expenses and other current liabilities” within our unaudited Consolidated Balance Sheets.

The Company’s deferred revenue is primarily related to PENN Interactive, our wholly owned interactive division, which enters into multi-year agreements with third-party online sports betting and/or iCasino operators for online sports betting and iCasino market access across our portfolio of properties.

As of March 31, 2025 and December 31, 2024, our deferred revenue balance was $ 40.3 million and $ 42.6 million, respectively, the majority of which is included in “Other long-term liabilities” within our unaudited Consolidated Balance Sheets.

During the three months ended March 31, 2025 and 2024, we recognized revenue of $ 3.6 million and $ 0.9 million, respectively, that was included in the December 31, 2024 and 2023 deferred revenue balance.

As of June 30, 2025 and December 31, 2024, our deferred revenue balance was $ 38.9 million and $ 42.6 million, respectively, the majority of which is included in “Other long-term liabilities” within our unaudited Consolidated Balance Sheets.

During the three and six months ended June 30, 2025, we recognized revenue of $ 1.1 million and $ 4.7 million, respectively, that was included in the December 31, 2024 deferred revenue balance.

During the three and six months ended June 30, 2024, we recognized revenue of $ 3.3 million and $ 4.2 million, respectively, that was included in the December 31, 2023 deferred revenue balance.

The Company expenses advertising costs the first time the advertising takes place or as incurred.

Advertising expenses are primarily included in “Gaming” expenses within the unaudited Consolidated Statements of Operations and were $ 99.9 million and $ 136.0 million for the three months ended March 31, 2025 and 2024, respectively.

Advertising expenses are primarily included in “Gaming” expenses within the unaudited Consolidated Statements of Operations and were $ 85.5 million and $ 112.3 million for the three months ended June 30, 2025 and 2024, respectively, and $ 185.4 million and $ 248.3 million for the six months ended June 30, 2025 and 2024, respectively.

Advertising expense includes media marketing services and brand and other rights provided by ESPN pursuant to the Sportsbook Agreement (as defined in Note 8, “Commitments and Contingencies” ) and other media placement costs.

3 unchanged sentences

Also included in gaming and pari-mutuel taxes are costs to support the operations of local regulatory authorities which some jurisdictions require us to pay.

Gaming and pari-mutuel taxes are recorded in “Gaming” expenses or “Food, beverage, hotel, and other” expenses within the unaudited Consolidated Statements of Operations and were $ 609.9 million and $ 592.0 million for the three months ended March 31, 2025 and 2024, respectively.

Gaming and pari-mutuel taxes are recorded in “Gaming” expenses or “Food, beverage, hotel, and other” expenses within the unaudited Consolidated Statements of Operations and were $ 644.9 million and $ 568.6 million for the three months ended June 30, 2025 and 2024, respectively, and $ 1.3 billion and $ 1.2 billion for the six months ended June 30, 2025 and 2024, respectively.

Foreign Currency Translation:

2 unchanged sentences

Translation adjustments resulting from this process are recorded to other comprehensive income (loss).

As of June 30, 2025, the company recorded a translation adjustment of $ 80.1 million which resulted in an increase to the goodwill balance within the Interactive segment.

Revenues and expenses are translated at the average exchange rates during the year.

15 unchanged sentences

The maximum potential amount of future payments the Company could be required to make under this indemnification agreement is not estimable at this time due to uncertainties related to potential outcomes and other unique facts and circumstances involved in the Barstool SPA.

For both periods ended as of March 31, 2025 and December 31, 2024, the Company has recorded a liability of $ 39.5 million for this agreement.

For both periods ended as of June 30, 2025 and December 31, 2024, the Company has recorded a liability of

$ 39.5 million for this agreement.

Liabilities associated with the indemnification are recorded in “Other long-term liabilities” within our unaudited Consolidated Balance Sheets.

See Note 11, “Fair Value Measurements” for more information.

27 unchanged sentences

We are assessing the guidance and currently do not expect the new standard to have a material impact on our Consolidated Financial Statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”).

ASU 2025-05 introduces optional relief for entities estimating expected credit losses on accounts receivable and contract assets arising from revenue transactions under ASC 606.

The guidance allows entities to apply a practical expedient assuming current conditions persist over the asset’s life, and for certain non-public entities, to consider post-balance sheet cash collections when estimating credit losses.

ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, including interim periods, with early adoption permitted.

We are currently evaluating the impact of this guidance, and do not expect the new standard to have a material impact on our Consolidated Financial Statements.

Note 4— Revenue Disaggregation

5 unchanged sentences

Our revenue is disaggregated by type of revenue and geographic location (with no single foreign country’s revenue representing more than 10% of total consolidated revenues) of the related properties, which is consistent with our reportable segments, as follows:

For the three months ended March 31, 2025

For the three months ended June 30, 2025

(in millions) Northeast South West Midwest Interactive (1)

5 unchanged sentences

Total revenues $ 711.6 $ 302.2 $ 137.7 $ 297.0 $ 316.1 $ 5.7 $ ( 5.3 ) $ 1,765.0

For the three months ended March 31, 2024

For the three months ended June 30, 2024

(in millions) Northeast South West Midwest Interactive (1)

5 unchanged sentences

Total revenues $ 696.3 $ 298.2 $ 135.3 $ 298.1 $ 232.6 $ 5.9 $ ( 3.4 ) $ 1,663.0

(1) Other revenues within the Interactive segment are inclusive of gaming tax reimbursement amounts related to third-party online sports betting and/or iCasino partners for online sports betting and iCasino market access of $ 128.2 million and $ 116.6 million for the three months ended March 31, 2025 and 2024, respectively.

For the six months ended June 30, 2025

(in millions) Northeast South West Midwest Interactive (1)

Other Intersegment Eliminations (2)

Gaming $ 1,246.3 $ 445.6 $ 188.8 $ 516.2 $ 269.1 $ — $ — $ 2,666.0

Food and beverage 76.5 73.0 36.6 31.9 — 2.6 — 220.6

Hotel 25.8 51.1 32.4 17.8 — — — 127.1

Other 43.9 20.8 9.6 14.0 337.1 8.4 ( 10.0 ) 423.8

Total revenues $ 1,392.5 $ 590.5 $ 267.4 $ 579.9 $ 606.2 $ 11.0 $ ( 10.0 ) $ 3,437.5

For the six months ended June 30, 2024

(in millions) Northeast South West Midwest Interactive (1)

Other Intersegment Eliminations (2)

Gaming $ 1,240.4 $ 464.0 $ 186.1 $ 525.6 $ 174.5 $ — $ — $ 2,590.6

Food and beverage 72.7 65.6 37.1 30.5 — 2.4 — 208.3

Hotel 24.9 46.6 32.4 18.9 — — — 122.8

Other 43.0 20.5 8.5 14.3 265.8 9.5 ( 13.4 ) 348.2

Total revenues $ 1,381.0 $ 596.7 $ 264.1 $ 589.3 $ 440.3 $ 11.9 $ ( 13.4 ) $ 3,269.9

(1) Other revenues within the Interactive segment are inclusive of gaming tax reimbursement amounts related to third-party online sports betting and/or iCasino partners for online sports betting and iCasino market access of $ 137.9 million and $ 82.1 million for the three months ended June 30, 2025 and 2024, respectively, and $ 266.1 million and $ 198.7 million for the six months ended June 30, 2025 and 2024, respectively.

(2) Primarily represents the elimination of intersegment revenues associated with our retail sportsbooks, which are operated by PENN Interactive.

1 unchanged sentence

The table below presents long-term debt, net of current maturities, debt discounts, and issuance costs:

(in millions) March 31, 2025 December 31, 2024

(in millions) June 30, 2025 December 31, 2024

Amended Credit Facilities:

11 unchanged sentences

$ 2,761.2 $ 2,732.5

The following is a schedule of future minimum repayments of long-term debt as of March 31, 2025 (in millions):

The following is a schedule of future minimum repayments of long-term debt as of June 30, 2025 (in millions):

Years ending December 31:

2025 (excluding the three months ended March 31, 2025)

2025 (excluding the six months ended June 30, 2025)

Thereafter 5.5

9 unchanged sentences

In addition, the Company pays a commitment fee on the unused portion of the commitments under the Amended Revolving Credit Facility at a rate that ranges from 0.35 % to 0.20 % per annum, depending on the Company’s total net leverage ratio (as defined within the Second Amended and Restated Credit Agreement).

The Amended Credit Facilities contain customary covenants that, among other things, restrict, subject to certain exceptions, the ability of the Company and certain of its subsidiaries to grant liens on their assets, incur indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations, pay dividends and make other restricted payments and prepay certain indebtedness that is subordinated in right of payment to the obligations under the Amended Credit Facilities.

and prepay certain indebtedness that is subordinated in right of payment to the obligations under the Amended Credit Facilities.

The Amended Credit Facilities contain two financial covenants:

a maximum total net leverage ratio (as defined within the Second Amended and Restated Credit Agreement) of 4.50 to 1.00, which is subject to a step up to 5.00 to 1.00 in the case of certain significant acquisitions, and a minimum interest coverage ratio (as defined within the Second Amended and Restated Credit Agreement) of 2.00 to 1.00.

The Amended Credit Facilities also contain certain customary affirmative covenants and events of default, including the occurrence of a change of control (as defined in the documents governing the Second Amended and Restated Credit Agreement), termination and certain defaults under the Master Leases (which are defined in Note 6, “Leases” ).

On February 15, 2024 (the “First Amendment Effective Date ”), PENN entered into a First Amendment (the “First Amendment Agreement”) with its various lenders amending its Amended Credit Facilities.

The First Amendment Agreement provided for certain adjustments, during a specified time period (“Covenant Relief Period”), in our calculations to comply with the maximum total net leverage ratio or minimum interest coverage ratio (as such terms are defined in the Second Amended and Restated Credit Agreement).

As of March 31, 2025, the Covenant Relief Period has concluded, and we are now required to maintai n the specified financial ratios and satisfy the financial tests under the Amended Credit Facilities, as described above.

As of June 30, 2025, the Covenant Relief Period has concluded, and we are now required to maintai n the specified financial ratios and satisfy the financial tests under the Amended Credit Facilities, as described above.

On December 4, 2024 (the “Second Amendment Effective Date”), PENN entered into a Second Amendment (the “Second Amendment Agreement”) with its various lenders to reduce the interest rate margins applicable to the Company’s approximately $ 978 million in existing Amended Term Loan B Facility loans from 2.75 % to 2.50 % for Term SOFR loans, and from 1.75 % to 1.50 % for base rate loans.

As of March 31, 2025, the Company had $ 60.0 million drawn on the Amended Revolving Credit Facility.

As of June 30, 2025, the Company had $ 467.5 million drawn on the Amended Revolving Credit Facility.

Additionally, the Company had conditional obligations under letters of credit issued pursuant to the Amended Credit Facilities with face amounts aggregating to $ 24.7 million, resulting in $ 507.8 million of available borrowing capacity under the Amended Revolving Credit Facility.

As of May 9, 2025, the Company had $ 105.0 million in outstanding borrowings under its Amended Revolving Credit Facility, resulting in $ 874.6 million in available borrowing capacity.

As of August 6, 2025, the Company had $ 380.0 million in outstanding borrowings under its Amended Revolving Credit Facility, resulting in $ 595.3 million in available borrowing capacity.

2.75 % Unsecured Convertible Notes

In May 2020, the Company completed a public offering of $ 330.5 million aggregate principal amount of 2.75 % unsecured convertible notes (the “Convertible Notes”) that mature, unless earlier converted, redeemed, or repurchased, on May 15, 2026 at a price of par.

As of March 31, 2025 and December 31, 2024, no Convertible Notes have been converted into the Company’s common stock.

The maximum number of shares that could be issued to satisfy the conversion feature of the Convertible Notes is 18,360,815 as of March 31, 2025.

On June 13, 2025, the Company entered into an agreement with certain holders of the Convertible Notes to repurchase $ 223.8 million aggregate principal amount of the Convertible Notes.

As a result of the repurchases on June 20, 2025, the Company recorded a $ 11.8 million loss on the early extinguishment of debt for the three and six months ended June 30, 2025, which is included in “Loss on early extinguishment of debt” within our unaudited Consolidated Statements of Operations.

As of June 30, 2025 our Convertible Notes are scheduled to mature within the next 12 months.

Although the stated maturity is within one year, the Company has classified this obligation as long-term based on its intent and ability to refinance on a long-term basis.

As of June 30, 2025 and December 31, 2024, no Convertible Notes have been converted into the Company’s common stock.

The maximum number of shares that could be issued to satisfy the conversion feature of the Convertible Notes is 5,928,661 as of June 30, 2025.

The Convertible Notes consisted of the following components:

(in millions) March 31, 2025 December 31, 2024

(in millions) June 30, 2025 December 31, 2024

Principal $ 106.7 $ 330.5

3 unchanged sentences

The table below presents interest expense, net:

For the three months ended March 31,

For the three months ended June 30, For the six months ended June 30,

(in millions) 2025 2024 2025 2024

3 unchanged sentences

The table below presents interest expense related to the Convertible Notes:

For the three months ended March 31,

For the three months ended June 30, For the six months ended June 30,

(in millions) 2025 2024 2025 2024

3 unchanged sentences

Debt issuance costs are amortized to interest expense over the term of the Convertible Notes at an effective interest rate of 3.3 %.

The remaining term of the Convertible Notes was 1.1 years as of March 31, 2025.

The remaining term of the Convertible Notes was 11 months as of June 30, 2025.

Our Amended Credit Facilities, 5.625 % Notes due 2027 (the “ 5.625 % Notes”), and 4.125 % Notes due 2029 (the “ 4.125 % Notes”), require us, among other obligations, to maintain specified financial ratios and to satisfy certain financial tests.

2 unchanged sentences

If we are unable to meet our financial covenants or in the event of a cross-default, it could trigger an acceleration of payment terms.

As of March 31, 2025, the Company was in compliance with all required financial covenants.

As of June 30, 2025, the Company was in compliance with all required financial covenants.

The Company believes that it will remain in compliance with all of its required financial covenants for at least the next twelve months following the date of filing this Quarterly Report on Form 10-Q with the SEC.

1 unchanged sentence

In February 2021, we entered into a third-party financing arrangement providing the Company with upfront and non-refundable cash proceeds of $ 72.5 million while permitting us to participate in future proceeds on certain claims for insurance coverage benefits from the Company’s insurers (the “Insurers”) for economic losses PENN sustained due to the COVID-19 pandemic.

Subsequent to quarter end, on May 7, 2025, the Superior Court of Pennsylvania (the “SCP”) issued a ruling on the Company’s appeal of a lower court’s summary judgement that found in favor of the Insurers, affirming the lower court’s ruling.

On May 7, 2025, the Superior Court of Pennsylvania (the “SCP”) issued a ruling on the Company’s appeal of a lower court’s summary judgement that found in favor of the Insurers, affirming the lower court’s ruling.

As a result of the SCP’s ruling, the Company has determined that obligations under these claims are no longer probable.

Accordingly, we recognized a non-cash gain, which consists of the cash proceeds received in 2021 of $ 72.5 million and $ 142.6 million of accreted non-cash interest.

The gain was recorded as “Gain on financing arrangement” within our unaudited Consolidated Statements of Operations for the three months ended March 31, 2025.

Accordingly, during the quarter ended March 31, 2025, we recognized a non-cash gain, which consists of the cash proceeds received in 2021 of $ 72.5 million and $ 142.6 million of accreted non-cash interest.

The gain is recorded as “Gain on financing arrangement” within our unaudited Consolidated Statements of Operations for the six months ended June 30, 2025.

Prior to recognizing the non-cash gain, as described above, the financing obligation was classified as a non-current liability and had a $ 201.2 million balance as of December 31, 2024.

Consistent with an obligor’s accounting under a debt instrument, period interest was accreted using an effective interest rate of 27.0 % until the time that the claims and related obligations were resolved.

The amount included in “Interest expense, net” within the unaudited Consolidated Statements of Operations related to this obligation was $ 13.9 million and $ 10.6 million for the three months ended March 31, 2025 and 2024, respectively.

The amount included in “Interest expense, net” related to this obligation was zero and $ 11.4 million for the three months ended June 30, 2025 and 2024, respectively, and $ 13.9 million and $ 22.0 million for the six months ended June 30, 2025 and 2024, respectively.

Note 6— Leases

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2023 Master Lease

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.

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The land and building components contained within the 2023 Master Lease are classified as operating leases and are recorded to “General and administrative” within our unaudited Consolidated Statements of Operations.

The 2023 Master Lease includes a base rent (the “2023 Master Lease Base Rent”) and the Master Development Agreement contains additional rent (together with the 2023 Master Lease Base Rent, the “2023 Master Lease Rent”) equal to (i) 7.75 % of any project funding received by PENN from GLPI for an anticipated relocation of our riverboat casino and related developments with respect to Aurora (the “Aurora Project”) and (ii) a percentage, based on the then-current GLPI stock price, of any project funding received by PENN from GLPI for certain anticipated development projects with respect to Joliet, Columbus and M Resort (the “Other Development Projects,” and together with the Aurora Project, the “PENN Development Projects”).

The Master Development Agreement provides that GLPI will fund up to $ 225.0 million for the Aurora Project and, upon our request, up to $ 350.0 million in the aggregate for the Other Development Projects, in accordance with certain terms and conditions set forth in the Master Development Agreement.

The 2023 Master Lease includes a base rent (the “2023 Master Lease Base Rent”) and the Master Development Agreement contains additional rent (together with the 2023 Master Lease Base Rent, the “2023 Master Lease Rent”) equal to (i) 7.75 % of any project funding received by PENN from GLPI for an anticipated relocation of our riverboat casino and related developments with respect to Aurora (the “Aurora Project”) and (ii) a percentage, based on the then-current GLPI stock price, of any project funding received by PENN from GLPI for certain anticipated development projects with respect to Joliet (the “Joliet Project”), M Resort (the “M Resort Project”), Columbus (the “Columbus Project” and together with the Joliet Project and M Resort Project, the “Other Development Projects,” and together with the Aurora Project, referred to as the “PENN Development Projects”).

The Master Development Agreement provides that GLPI will fund up to $ 225.0 million for the Aurora Project and, upon our request, up to $ 130.0 million for the Joliet Project, up to $ 150.0 million for the M Resort Project, and up to $ 70.0 million for the Columbus Project, in accordance with certain terms and conditions set forth in the Master Development Agreement.

These funding obligations of GLPI expire on January 1, 2026.

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The 2023 Master Lease Rent is subject to an annual fixed escalator rent increase of 1.5 % which began on November 1, 2023 and will continue to increase annually thereafter.

The Master Development Agreement provides that PENN may elect not to proceed with a development project prior to GLPI’s commencement of any equity or debt offering or credit facility draw intended to fund such a project or after such time in certain instances, provided that GLPI will be reimbursed for all costs and expenses incurred in connection with such discontinued project.

Development Agreement provides that PENN may elect not to proceed with a development project prior to GLPI’s commencement of any equity or debt offering or credit facility draw intended to fund such a project or after such time in certain instances, provided that GLPI will be reimbursed for all costs and expenses incurred in connection with such discontinued project.

The PENN Development Projects are all subject to necessary regulatory and other government approvals.

As of the date of this filing, the Company has neither requested nor received any funding from GLPI for the PENN Development Projects.

As of August 6, 2025, the Company has requested and received the full $ 130.0 million in funding from GLPI for the Joliet Project expected to open on August 11, 2025.

We have neither requested nor received any funding from GLPI for the Aurora Project, M Resort Project, or Columbus Project.

We concluded that the GLPI funding received subsequent to June 30, 2025 constitutes a modification event under ASC Topic 842, “Leases,” (“ASC 842”) and are currently reassessing, remeasuring, and quantifying the impact of the modification to our unaudited Consolidated Financial Statements, which may be material.

The modification event is expected to result in (i) a gain or loss recorded to our unaudited Consolidated Statements of Operations;

and (ii) a revaluation of our ROU assets and corresponding lease liabilities on our unaudited Consolidated Balance Sheets.

Pinnacle Master Lease

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The Company recognizes interest expense on the lease payments related to the financing obligation under the effective yield method.

The next annual escalator test date is scheduled to occur on May 1, 2025.

The next Pinnacle Percentage Rent reset is scheduled to occur on May 1, 2026.

We did not incur an annual escalator for the lease year ended April 30, 2025.

The next annual escalator test date and Pinnacle Percentage Rent reset are both scheduled to occur on May 1, 2026.

Other Triple Net Leases with REIT Landlords

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All improvements made on the land, including the constructed building, will be owned by the Company while the lease is in effect, however, on the expiration or termination of the Morgantown Lease, ownership of all tenant improvements on the land will transfer to GLPI.

We concluded control of the land underlying the Morgantown facility was not passed from the Company to the lessor in accordance with ASC Topic 842, “Leases,” (“ASC 842”).

We concluded control of the land underlying the Morgantown facility was not passed from the Company to the lessor in accordance with ASC 842.

As such we recognized a financing obligation in accordance with ASC Topic 470, “Debt,” (“ASC 470”) and continue to recognize the underlying land asset in “Property and equipment, net” within our unaudited Consolidated Balance Sheets.

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

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

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

The payment structure under the Margaritaville Lease includes a fixed component, a portion that is subject to an annual escalator of up to 2 % depending on a minimum coverage floor ratio of Net Revenue to Rent of 6.1 :1, and a component that is based on performance, which is prospectively adjusted every two years by an amount equal to 4 % of the average change in net revenues of the property compared to a contractual baseline during the preceding two years (“Margaritaville Percentage Rent”).

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Operating ROU asset and lease liability recognized

The Margaritaville Percentage Rent most recently reset on February 1, 2025, and will be effective until the next Margaritaville Percentage Rent reset, scheduled to occur on February 1, 2027.

The Margaritaville Percentage Rent reset on February 1, 2025 and will be effective until the next Margaritaville Percentage Rent reset, scheduled to occur on February 1, 2027.

As a result of the Margaritaville Percentage Rent reset for the lease year ended January 31, the performance-based component of rent and an additional ROU asset and corresponding lease liability were recognized as follows:

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The land and building components contained within the Greektown Lease are classified as operating leases and are recorded to “General and administrative” within our unaudited Consolidated Statements of Operations.

The next annual escalator test date and Greektown Percentage Rent reset are both scheduled to occur on June 1, 2025.

We did not incur an annual escalator for the lease year ended May 31, 2025.

The next annual escalator test date is scheduled to occur on June 1, 2026.

The Greektown Percentage Rent reset on June 1, 2025 and will be effective until the next Greektown Percentage Rent reset, scheduled to occur on June 1, 2027.

As a result of the Greektown Percentage Rent reset for the lease year ended May 31, the performance-based component of rent and an additional ROU asset and corresponding lease liability were recognized as follows:

(in millions) 2025

Increase to the performance-based component of rent $ 1.1

Operating ROU asset and lease liability recognized

We refer to the Master Leases, the Morgantown Lease, the Margaritaville Lease, and the Greektown Lease, collectively, as our “Triple Net Leases.”

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The Company’s operating lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The following is a maturity analysis of our operating leases, finance leases, and financing obligations as of March 31, 2025:

The following is a maturity analysis of our operating leases, finance leases, and financing obligations as of June 30, 2025:

(in millions) Operating Leases Finance Leases Financing Obligations

Year ended December 31,

2025 (excluding the three months ended March 31, 2025) $ 465.4 $ 122.0 $ 124.9

2025 (excluding the six months ended June 30, 2025) $ 313.4 $ 81.4 $ 83.3

2026 627.6 152.3 166.6

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Total payments made under our Triple Net Leases were as follows:

For the three months ended March 31,

For the three months ended June 30, For the six months ended June 30,

(in millions) 2025 2024 2025 2024

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Information related to lease term and discount rate was as follows:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Weighted-Average Remaining Lease Term

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Location on unaudited

Consolidated Statements of Operations For the three months ended March 31,

Consolidated Statements of Operations For the three months ended June 30, For the six months ended June 30,

(in millions) 2025 2024 2025 2024

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Supplemental cash flow information related to leases was as follows:

For the three months ended March 31,

For the six months ended June 30,

(in millions) 2025 2024

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Note 7— Income Taxes

The Company calculates the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate to its year-to-date pre-tax book income or loss.

The tax effects of discrete items are reported in the interim period in which they occur.

The effective tax rate (income taxes as a percentage of income from operations before income taxes) including discrete items was 26.2 % for the three months ended March 31, 2025, as compared to 14.8 % for the three months ended March 31, 2024.

The effective tax rate for the three months ended March 31, 2024, was lower than the statutory federal tax rate of 21% primarily due to non-deductible executive compensation and the decrease in our valuation allowance.

The change in the effective tax rate for the three months ended March 31, 2025, as compared to the corresponding prior period, was primarily due to (i) excluding certain foreign losses for which no tax benefit can be recognized in our worldwide effective tax rate calculation, (ii) non-deductible permanent items offset against tax credit utilization, (iii) state taxes, and (iv) changes to the valuation allowance.

We excluded certain foreign losses from our worldwide effective tax rate calculation due to a year-to-date ordinary loss for which no benefit may be recognized.

Our effective tax rate can vary from period to period depending on, among other factors, the geographic and business mix of our earnings, and changes to our valuation allowance assessment.

Certain of these and other factors, including our history and projections of pre-tax earnings, are considered in assessing our ability to realize our net deferred tax assets.

As of each reporting date, the Company considers all available positive and negative evidence that could affect its view of the future realization of deferred tax assets pursuant to ASC Topic 740, “Income Taxes.” As of March 31, 2025, we intend to continue maintaining a valuation allowance on our deferred tax assets not “more likely than not” to be realized until there is sufficient positive evidence to support the reversal of all or some portion of these allowances.

A reduction in the valuation allowance could result in a significant decrease to income tax expense in the period the release is recorded.

Although the exact timing and valuation reversal amount are estimated, the actual determination is contingent upon the earnings level we achieve in 2025 as well as our projected income levels in future periods.

As of March 31, 2025 and December 31, 2024, the Company had accrued income taxes of $ 23.8 million and prepaid income taxes of $ 31.9 million, respectively, which were included in “Accrued expenses and other current liabilities” and “Prepaid expenses” within our unaudited Consolidated Balance Sheets, respectively.

The Company calculates its provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate to its year-to-date pre-tax book income or loss.

The tax effects of discrete items are recognized in the period in which they occur.

The effective tax rate (income taxes as a percentage of income from operations before income taxes) including discrete items was 54.4 % and 28.0 % for the three and six months ended June 30, 2025, respectively, compared to ( 91.0 )% and 19.4 % for the three and six months ended June 30, 2024, respectively.

The change in the effective tax rate for the three and six months ended June 30, 2025, as compared to the prior-year periods, was primarily driven by:

(i) excluding certain foreign losses for which no tax benefit can be recognized in our worldwide effective tax rate calculation, (ii) non-deductible permanent items offset against tax credit utilization, (iii) state taxes, and (iv) changes to the valuation allowance.

The Company excluded certain foreign losses from its worldwide effective tax rate calculation due to a year-to-date ordinary loss for which no benefit may be recognized.

The effective tax rate may vary from period to period depending on, among other factors, the geographic and business mix of our earnings, and changes to our valuation allowance assessment.

These and other factors, including the Company’s history and projections of pre-tax earnings, are considered in evaluating the realizability of deferred tax assets.

As of each reporting date, the Company evaluates all available positive and negative evidence in assessing the realizability of deferred tax assets, in accordance with ASC Topic 740, “Income Taxes.” (“ASC 740”) As of June 30, 2025, the Company continues to maintain a valuation allowance on deferred tax assets not considered “more likely than not” to be realized.

reduction in the valuation allowance could result in a significant decrease in income tax expense in the period the release is recorded.

The timing and amount of any reversal will depend on actual earnings achieved in 2025 and projected future income levels.

As of June 30, 2025 and December 31, 2024, the Company had prepaid income taxes of $ 4.6 million and $ 31.9 million, respectively, which were included in “Prepaid expenses” within our unaudited Consolidated Balance Sheets.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBB”) was enacted.

Key business income tax provisions of the OBBB applicable to the Company include (i) reinstatement of immediate deduction for domestic research or experimental expenditures, (ii) extension of 100% accelerated tax bonus depreciation for qualifying depreciable assets, and (iii) restoration of the favorable EBITDA-based business interest expense limitation.

The Company is currently evaluating the impact of the OBBB on its unaudited Consolidated Financial Statements, including potential effects on deferred tax assets and liabilities, valuation allowances, and its effective tax rate.

Note 8— Commitments and Contingencies

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The additional warrants will be fully vested upon issuance, have an exercise price of $ 28.95 , and will be exercisable for 10.5 years from the date of issuance.

During the three months ended March 31, 2025 and 2024 , the Company recognized $ 37.5 million and $ 50.0 million of expense , respectively, related to the Sportsbook Agreement, and $ 14.2 million and $ 18.7 million , respectively, related to the Investment Agreement.

During the three and six months ended June 30, 2025, the Company recognized $ 37.5 million and $ 75.0 million of expense, respectively, related to the Sportsbook Agreement, and $ 14.3 million and $ 28.5 million, respectively, related to the Investment Agreement.

For the three and six months ended June 30, 2024, the Company recognized $ 50.0 million and

$ 100.0 million of expense, respectively, related to the Sportsbook Agreement, and $ 18.8 million and $ 37.5 million, respectively, related to the Investment Agreement.

Expenses related to the Sportsbook Agreement and the Investment Agreement are recorded within “Gaming” expenses on the unaudited Consolidated Statements of Operations and recognized in accordance with our policies.

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In addition, the Company may redeem all outstanding Exchangeable Shares in exchange for shares of PENN common stock at any time following the fifth anniversary of the closing, or earlier under certain circumstances.

During the three months ended March 31, 2025, we did not issue any Exchangeable Shares, as compared to 68,048 Exchangeable Shares issued during the three months ended March 31, 2024.

As of both March 31, 2025 and December 31, 2024, there were 768,441 Exchangeable Shares authorized, of which 380,478 shares and 466,534 shares were outstanding, respectively.

We did not issue any Exchangeable Shares during the three months ended June 30, 2025 and 2024, or during the six months ended June 30, 2025.

During the six months ended June 30, 2024, we issued 68,048 Exchangeable Shares.

As of both periods ended June 30, 2025 and December 31, 2024, there were 768,441 Exchangeable Shares authorized, of which 380,478 shares and 466,534 shares were outstanding, respectively.

Share Repurchase Authorization

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There is no minimum number of shares that the Company is required to repurchase and the repurchase authorization may be suspended or discontinued at any time without prior notice.

During the three months ended March 31, 2025, the Company repurchased 1,413,882 shares of its common stock in open market transactions for $ 25.0 million at an average price of $ 17.67 per share.

No shares of the Company’s common stock were repurchased during the three months ended March 31, 2024.

During the three and six months ended June 30, 2025, respectively, the Company repurchased 5,835,467 and 7,249,349 shares of its common stock in open market transactions for $ 90.3 million and $ 115.3 million at an average price of $ 15.47 and $ 15.90 per share.

No shares of the Company’s common stock were repurchased during the three and six months ended June 30, 2024.

The cost of all repurchased shares is recorded as “Treasury stock” within our unaudited Consolidated Balance Sheets.

Subsequent to the quarter ended March 31, 2025, the Company repurchased 665,972 shares of its common stock at an average price of $ 15.03 per share for an aggregate amount of $ 10.0 million.

As of May 9, 2025, the remaining availability under our December 2022 Authorization was $ 714.2 million.

As of August 6, 2025, the remaining availability under our December 2022 Authorization was $ 634.4 million.

2022 Long Term Incentive Compensation Plan

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Second Amended and Restated Stock Option and Restricted Stock Unit Plan (the “theScore Plan”) as of June 7, 2022, and outstanding awards that are forfeited or settled for cash under each of the prior plans.

On June 6, 2023, the Company’s shareholders, upon the recommendation of the Company’s Board of Directors, approved an amendment to the 2022 Plan (as amended, the “2022 Amended Plan”), which increased the number of shares reserved for issuance under the plan by 7,000,000 shares to 13,870,000 shares.

For purposes of determining the number of shares available for issuance under the 2022 Amended Plan, stock options, restricted stock and all other equity settled awards count against the 13,870,000 share limit as one share of common stock for each share granted.

On June 17, 2025, upon the recommendation of the Company’s Board of Directors, shareholders approved a second amendment to the 2022 Plan (as amended, the “2022 Plan – Second Amendment”).

Among other changes, this amendment increased the total number of shares reserved for issuance to 22,067,275 shares.

For purposes of determining the number of shares available for issuance under the 2022 Plan – Second Amendment, stock options, restricted stock, and all other equity settled awards count against the 22,067,275 share limit as one share of common stock for each share granted.

Any awards that are not settled in shares of common stock are not counted against the share limit.

As of March 31, 2025, there are 2,799,358 shares available for future grants under the 2022 Amended Plan.

As of June 30, 2025, there are 8,452,398 shares available for future grants under the 2022 Plan – Second Amendment.

Performance Share Program

The Company’s performance share programs were adopted to provide our NEOs and certain other key executives with stock-based compensation tied directly to the Company’s performance, which further aligns their interests with our shareholders and provides compensation only if the designated performance goals are met for the applicable performance periods.

The Company did not grant restricted units with performance-based vesting conditions during the three months ended March 31, 2025 and 2024.

In April 2025, the Company granted 1,254,323 restricted units with performance-based vesting conditions, at target, under the 2022 Plan.

The restricted performance units granted in 2025 consist of one three-year performance period over a three-year service period.

The Company granted 1,254,323 and 1,317,269 restricted units with performance-based vesting conditions, at target, during the three and six months ended June 30, 2025 and 2024, respectively.

The restricted performance units were granted under the 2022 Amended Plan, and each grant consists of one three-year performance period over a three-year service period.

The awards have the potential to be earned at between 0 % and 200 % of the number of shares granted depending on achievement of the performance goals and remain subject to vesting for the full three-year service period.

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Stock-based compensation expense pertains to our stock options and restricted stock, including restricted stock with performance conditions.

The Company recognized stock-based compensation expense of $ 15.6 million and $ 11.9 million for the three months ended March 31, 2025 and 2024, respectively, which is included in “General and administrative” expense within the unaudited Consolidated Statements of Operations.

Note 10—Earnings (L oss) per Share

For the three months ended March 31, 2025, we recorded net income attributable to PENN.

As such, we used diluted weighted-average common shares outstanding when calculating diluted income per share.

Stock options, restricted stock, and convertible debt that could potentially dilute basic EPS in the future are included in the computation of diluted income per share.

For the three months ended March 31, 2024, we recorded a net loss attributable to PENN.

As such, because the dilution from potential common shares was anti-dilutive, we used basic weighted-average common shares outstanding rather than diluted weighted-average common shares outstanding when calculating diluted loss per share.

Stock options, restricted stock, and convertible debt that could potentially dilute basic EPS in the future, that are not included in the computation of diluted loss per share, are as follows:

For the three months ended March 31,

The Company recognized stock-based compensation expense of $ 16.1 million and $ 14.2 million for the three months ended June 30, 2025 and 2024, respectively, and $ 31.7 million and $ 26.1 million for the six months ended June 30, 2025 and 2024, respectively, which is included in “General and administrative” expense within the unaudited Consolidated Statements of Operations.

Note 10— Earnings (Loss) per Share

We recorded a net loss attributable to PENN for both of the three months ended June 30, 2025 and 2024, and for the six months ended June 30, 2024.

As such, the dilution from potential common shares was anti-dilutive, and therefore, we used basic weighted-average common shares outstanding rather than diluted weighted-average common shares outstanding when calculating diluted loss per share.

Stock options, restricted stock, and convertible debt that could potentially dilute basic EPS in the future, that were not included in the computation of diluted loss per share, are as follows:

For the three months ended June 30, For the six months ended June 30,

(in millions) 2025 2024 2024

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Assumed conversion of convertible debt 13.0 14.1 14.1

The following table reconciles the weighted-average common shares outstanding used in the calculation of basic EPS to the weighted-average common shares outstanding used in the calculation of diluted EPS for the three months ended March 31, 2025 and 2024:

For the three months ended March 31,

For the six months ended June 30, 2025, we recorded net income attributable to PENN.

As such, we used diluted weighted-average common shares outstanding when calculating diluted income per share.

Stock options, restricted stock, and convertible debt that could potentially dilute basic EPS in the future are included in the computation of diluted income per share.

There are no reconciling items between the weighted-average common shares outstanding for basic and diluted EPS calculations for the periods in which we recorded a net loss.

For the six months ended June 30,

(in millions) 2025

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Weighted-average common shares outstanding - Diluted 164.7

Restricted stock with performance and market based vesting conditions that have not been met as of March 31, 2025 were excluded from the computation of diluted EPS.

(1) See Note 5, “Long-Term Debt” for details regarding the repurchases of the Convertible Notes.

Restricted stock with performance and market based vesting conditions that have not been met as of June 30, 2025 were excluded from the computation of diluted EPS.

Anti-dilutive equity-based awards are excluded from the computation of diluted EPS, and primarily consists of stock options awarded under the Company’s previous and current long-term incentive compensation plans and warrants issued under the terms of the Investment Agreement on August 8, 2023 as described in Note 8, “Commitments and Contingencies.”

Anti-dilutive options and warrants to purchase 35.6 million and 34.6 million shares were outstanding during the three months ended March 31, 2025 and 2024, respectively.

The Company’s calculation of weighted-average common shares outstanding includes the Exchangeable Shares issued in connection with theScore acquisition, as discussed in Note 9, “Stockholders’ Equity and Stock-Based Compensation.” The following table presents the calculation of basic and diluted earnings (loss) per share for the Company’s common stock for the three months ended March 31, 2025 and 2024:

For the three months ended March 31,

Anti-dilutive options and warrants to purchase 37.0 million shares were outstanding for both the three and six months ended June 30, 2025, and 36.0 million for both the three and six months ended June 30, 2024.

For the three months ended June 30, For the six months ended June 30,

(in millions, except per share data) 2025 2024 2025 2024

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Weighted-average shares outstanding — PENN Entertainment, Inc.

148.6 151.6 150.2 151.5

Weighted-average shares outstanding — Exchangeable Shares

0.4 0.5 0.4 0.5

Weighted-average common shares outstanding — basic

149.0 152.1 150.6 152.0

Basic earnings (loss) per share

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Weighted-average common shares outstanding — diluted

149.0 152.1 164.7 152.0

Diluted earnings (loss) per share

$ ( 0.12 ) $ ( 0.18 ) $ 0.59 $ ( 0.93 )

(1) The tax-affected rate was 21 % for the three months ended March 31, 2025.

(1) The tax-affected rate was 21 % for the six months ended June 30, 2025.

Note 11— Fair Value Measurements

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Due to their trading frequency, these long-term debt instruments are classified as Level 2 measurements.

Other long-term obligations as of March 31, 2025 and December 31, 2024 included a financing arrangement entered in February of 2021 (as discussed below) as well as the repayment obligation of the hotel and event center located near Hollywood Casino Lawrenceburg.

Other long-term obligations as of June 30, 2025 and December 31, 2024 included the repayment obligation of the hotel and event center located near Hollywood Casino Lawrenceburg.

The fair value of the Lawrenceburg repayment obligation is estimated based on rates consistent with the Company’s credit rating for comparable terms and debt instruments and is classified as a Level 2 measurement.

Additionally, in February 2021, we entered into a third-party financing arrangement providing the Company with upfront and non-refundable cash proceeds while permitting us to participate in future proceeds on certain claims.

As discussed in Note 5, “Long-Term Debt , ” the Company determined that obligations under these claims are no longer probable and therefore

recognized a non-cash gain related to this obligation.

Prior to March 31, 2025, the financing obligation had been classified as a non-current liability and the fair value of the financing obligation was based on what we expected to be settled in a future period of which the principal was contingent and predicated on other events, plus accreted period non-cash interest using an effective interest rate of 27.0 %.

The financing obligation was classified as a Level 3 measurement and as of December 31, 2024 was included within our unaudited Consolidated Balance Sheets in “Long-term debt, net of current maturities, debt discounts, and debt issuance costs.”

As discussed in Note 5, “Long-Term Debt,” other long-term obligations as of December 31, 2024 included a third-party financing arrangement entered into in February 2021.

This financing arrangement provided the Company with upfront and non-refundable cash proceeds while permitting us to participate in future proceeds on certain claims.

The financing obligation was classified as a Level 3 measurement and as of December 31, 2024 was included within our Consolidated Balance Sheets in “Long-term debt, net of current maturities, debt discounts, and debt issuance costs.”

Other Liabilities

As of March 31, 2025 and December 31, 2024, other liabilities included a contingent purchase price liability related to Plainridge Park Casino, calculated based on earnings of the gaming operations over the first ten years of operations, which commenced on June 24, 2015.

As of March 31, 2025, we were contractually obligated to make one additional annual payment.

As of June 30, 2025 and December 31, 2024, other liabilities included a contingent purchase price liability related to Plainridge Park Casino, calculated based on earnings of the gaming operations over the first ten years of operations, which commenced on June 24, 2015.

As of June 30, 2025, we were contractually obligated to make one additional annual payment.

The fair value of this liability was estimated based on an income approach using a discounted cash flow model.

This contingent purchase price liability is classified as a Level 3 measurement and is included within our unaudited Consolidated Balance Sheets in “Accrued expenses and other current liabilities.”

Additionally, as of both periods ended March 31, 2025 and December 31, 2024, other liabilities include a $ 39.5 million tax indemnification, as described in Note 2, “Significant Accounting Policies and Basis of Presentation.” Liabilities associated with the indemnification are recorded in “Other long-term liabilities” within our unaudited Consolidated Balance Sheets.

Additionally, as of both periods ended June 30, 2025 and December 31, 2024, other liabilities include a $ 39.5 million tax indemnification, as described in Note 2, “Significant Accounting Policies and Basis of Presentation.” Liabilities associated with the indemnification are recorded in “Other long-term liabilities” within our unaudited Consolidated Balance Sheets.

The indemnity has been classified as a Level 3 measurement.

Key assumptions used to estimate the fair value of the indemnification include the expected tax rate and the probability of potential outcomes based on valuation methods that utilize unobservable inputs that are significant to the overall fair value as of March 31, 2025 and December 31, 2024.

The assessment of the significance of a particular input to the fair value measurement requires judgment.

The carrying amounts and estimated fair values by input level of the Company’s financial instruments were as follows:

March 31, 2025

June 30, 2025

(in millions) Carrying Amount Fair Value Level 1 Level 2 Level 3

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Cash and cash equivalents $ 671.6 $ 671.6 $ 671.6 $ — $ —

Equity securities $ 11.4 $ 11.4 $ 11.4 $ — $ —

Available-for-sale debt securities $ 31.5 $ 31.5 $ — $ — $ 31.5

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Other liabilities $ 44.6 $ 44.6 $ — $ 2.7 $ 41.9

(1) During the three months ended June 30, 2025, the Company sold its equity securities for $ 12.0 million and recognized a gain of $ 0.6 million .

The following table summarizes the changes in fair value of our Level 3 assets and liabilities measured on a recurring basis:

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Balance as of January 1, 2025 $ 274.6

Interest 13.9

Included in income and other comprehensive income (1)

Balance as of March 31, 2025

(1) Relates to the $ 215.1 million non-cash gain on financing arrangement.

Balance as of June 30, 2025

(1) Primarily relates to the interest expense and non-cash gain on financing arrangement.

See Note 5, “Long-Term Debt.”

The following table summarizes the significant unobservable inputs used in calculating fair value for our Level 3 assets and liabilities on a recurring basis as of March 31, 2025:

The following table summarizes the significant unobservable inputs used in calculating fair value for our Level 3 assets and liabilities on a recurring basis as of June 30, 2025:

Valuation Technique Unobservable Input Discount Rate

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The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer and President.

Adjusted EBITDAR (as defined below) is our measure of segment profit or loss for each segment and is utilized by the CODM as follows:

Segment Adjusted EBITDAR (as defined below) is our measure of segment profit or loss for each segment and is utilized by the CODM as follows:

• within the annual budget and forecasting process when making decisions about the allocation of operating and capital resources to each segment;

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• to determine various capital allocation initiatives such as mergers and acquisitions, share repurchases, and delevering.

The tables below provide information about our revenues, expenses, and Adjusted EBITDAR for each reportable segment, and provide a reconciliation to net income (loss).

For the three months ended March 31, 2025

The tables below provide information about our revenues, expenses, and Segment Adjusted EBITDAR and provide a reconciliation to net income (loss).

For the three months ended June 30, 2025

(in millions) Northeast South West Midwest Interactive (1)

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( 108.1 ) ( 72.0 ) ( 27.7 ) ( 51.7 ) ( 82.5 )

Reportable Segment Adjusted EBITDAR (5)

Segment Adjusted EBITDAR (5)

$ 209.5 $ 104.8 $ 53.5 $ 121.8 $ ( 62.0 ) $ 427.6

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Depreciation and amortization ( 110.5 )

Impairment loss (8)

Non-operating items of equity method investments (9)

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Interest income 2.1

Loss on early extinguishment of debt ( 11.8 )

Loss before income taxes ( 11.9 )

Income tax expense

(1) Revenues and gaming taxes expense within the Interactive segment are inclusive of gaming tax reimbursement amounts related to third-party online sports betting and/or iCasino partners for online sports betting and iCasino market access of $ 137.9 million for the three months ended June 30, 2025.

(2) Primarily represents the elimination of intersegment revenues associated with our retail sportsbooks, which are operated by PENN Interactive.

(3) Includes advertising expenses of $ 37.5 million related to the Sportsbook Agreement and $ 14.3 million related to the Investment Agreement with ESPN.

Also, includes advertising and media expenses (including such expenses associated with theScore) across various platforms, including television, radio, out-of-home, social media, and both paid and organic search, and sponsorships and media costs associated with partnerships with major sports leagues, and other professional sports teams.

(4) For each reportable segment, the Other segment items category includes:

Northeast segment - cost of goods sold, professional services, legal expenses, facility maintenance, utilities, supplies, property and liability insurance, advertising and promotional expenses, property taxes, sales and use taxes, other taxes and fees, non-REIT lease expenses, and allocated corporate expenses.

South segment - cost of goods sold, professional services, legal expenses, facility maintenance, utilities, supplies, property and liability insurance, advertising and promotional expenses, property taxes, sales and use taxes, other taxes and fees, non-REIT lease expenses, allocated corporate expenses, and third-party revenue share fees.

West segment - cost of goods sold, professional services, legal expenses, facility maintenance, utilities, supplies, property and liability insurance, advertising and promotional expenses, property taxes, sales and use taxes, other taxes and fees, non-REIT lease expenses, and allocated corporate expenses.

Midwest segment - cost of goods sold, professional services, legal expenses, facility maintenance, utilities, supplies, property and liability insurance, advertising and promotional expenses, property taxes, sales and use taxes, other taxes and fees, non-REIT lease expenses, allocated corporate expenses, and third-party revenue share fees.

Interactive segment - professional ser vices, legal expenses, software subscriptions and maintenance fees, software development costs, utilities, supplies, property and liability insurance, other taxes and fees, lease expense, allocated corporate expenses, and third-party revenue share fees.

losses, insurance recoveries, net of deductible charges, changes in the estimated fair value of our contingent purchase price obligations, gain or loss on disposal of assets, the difference between budget and actual expense for cash-settled stock-based awards, pre-opening expenses, loss on disposal of a business, non-cash gains/losses associated with REIT transactions, and other.

Segment Adjusted EBITDAR is also inclusive of income or loss from unconsolidated affiliates, with our share of non-operating items (see footnote (9) below) added back for our Kansas Entertainment joint venture.

(6) Primarily represents corporate overhead expenses of $ 38.7 million for the three months ended June 30, 2025, which is inclusive of $ 9.4 million of legal an d advisory costs related to activist activity in connection with our 2025 annual meeting of shareholders.

(7) Pertains to the following operating leases:

(i) AR PENN Master Lease;

(ii) 2023 Master Lease;

(iii) Margaritaville Lease;

and (iv) Greektown Lease.

(8) Relates to an impairment charge in our Midwest segment.

(9) Consists primarily of depreciation expense associated with our Kansas Entertainment joint venture.

(10) Primarily relates to realized and unrealized gains and losses on equity securities held by PENN Interactive as well as miscellaneous income and expense items.

For the three months ended June 30, 2024

(in millions) Northeast South West Midwest Interactive (1)

Intersegment Eliminations (2)

Total revenues

$ 696.3 $ 298.2 $ 135.3 $ 298.1 $ 232.6 $ 5.9 $ ( 3.4 ) $ 1,663.0

Gaming taxes ( 285.0 ) ( 66.9 ) ( 23.9 ) ( 78.9 ) ( 113.9 )

Compensation and benefits ( 103.0 ) ( 54.1 ) ( 31.5 ) ( 43.4 ) ( 41.3 )

Media and advertising (3)

Other segment items (4)

( 103.6 ) ( 65.8 ) ( 29.3 ) ( 45.9 ) ( 80.1 )

Segment Adjusted EBITDAR (5)

$ 204.7 $ 111.4 $ 50.6 $ 129.9 $ ( 102.8 ) $ 393.8

Other operating benefits (costs) and other income (expenses):

Other category (6)

Rent expense associated with triple net operating leases (7)

Stock-based compensation ( 14.2 )

Cash-settled stock-based awards variance 3.1

Loss on disposal of assets ( 9.1 )

Depreciation and amortization ( 109.1 )

Insurance recoveries, net of deductible charges 2.7

Non-operating items of equity method investments (8)

Interest expense, net ( 119.4 )

Interest income 5.8

Loss before income taxes ( 30.3 )

Income tax benefit 3.2

Net loss $ ( 27.1 )

(1) Revenues and gaming taxes expense within the Interactive segment are inclusive of gaming tax reimbursement amounts related to third-party online sports betting and/or iCasino partners for online sports betting and iCasino market access of $ 82.1 million for the three months ended June 30, 2024.

(2) Primarily represents the elimination of intersegment revenues associated with our retail sportsbooks, which are operated by PENN Interactive.

(3) Includes advertising expenses of $ 50.0 million related to the Sportsbook Agreement and $ 18.8 million related to the Investment Agreement with ESPN.

While the Sportsbook Agreement and Investment Agreement commenced on August 8, 2023, the Company began recognizing advertising expense, specific to the initial annual period, during the fourth quarter of 2023.

(4) For each reportable segment, the Other segment items category includes:

Interactive segment - professional services, legal expens es, software subscriptions and maintenance fees, software dev elopment costs, utilities, supplies, property and liability insurance, other taxes and fees, lease expense, allocated corporate expenses, and third-party revenue share fees.

(5) We define Segment Adjusted EBITDAR as earnings before interest expense, net, interest income, income taxes, depreciation and amortization, rent expense associated with triple net operating leases (see footnote (7) below), stock-based compensation, debt extinguishment charges, impairment losses, insurance recoveries, net of deductible charges, changes in the estimated fair value of our contingent purchase price obligations, gain or loss on disposal of assets, the difference between budget and actual expense for cash-settled stock-based awards, pre-opening expenses, loss on disposal of a business, non-cash gains/losses associated with REIT transactions, and other.

Segment Adjusted EBITDAR is also inclusive of income or loss from unconsolidated affiliates, with our share of non-operating items (see footnote (8) below) added back for our Kansas Entertainment joint venture.

(6) Primarily represents corporate overhead expenses of $ 24.5 million for the three months ended June 30, 2024.

(7) Pertains to the following operating leases:

(i) AR PENN Master Lease;

(ii) 2023 Master Lease;

(iii) Margaritaville Lease;

and (iv) Greektown Lease.

(8) Consists primarily of depreciation expense associated with our Kansas Entertainment joint venture.

(9) Primarily relates to unrealized losses on equity securities held by PENN Interactive as well as miscellaneous income and expense items.

For the six months ended June 30, 2025

(in millions) Northeast South West Midwest Interactive (1)

Intersegment Eliminations (2)

Total revenues

$ 1,392.5 $ 590.5 $ 267.4 $ 579.9 $ 606.2 $ 11.0 $ ( 10.0 ) $ 3,437.5

Gaming taxes ( 569.9 ) ( 129.2 ) ( 49.1 ) ( 153.5 ) ( 353.1 )

Compensation and benefits ( 207.1 ) ( 116.4 ) ( 62.4 ) ( 88.8 ) ( 74.3 )

Media and advertising (3)

Other segment items (4)

( 211.8 ) ( 136.8 ) ( 56.7 ) ( 102.0 ) ( 167.8 )

Segment Adjusted EBITDAR (5)

$ 403.7 $ 208.1 $ 99.2 $ 235.6 $ ( 151.0 ) $ 795.6

Other operating benefits (costs) and other income (expenses):

Other category (6)

Rent expense associated with triple net operating leases (7)

Stock-based compensation ( 31.7 )

Cash-settled stock-based awards variance 6.3

Loss on disposal of assets ( 0.3 )

Pre-opening expenses ( 4.9 )

Depreciation and amortization ( 218.5 )

Impairment loss (8)

Non-operating items of equity method investments (9)

Interest expense, net ( 206.7 )

Interest income 5.3

Gain on financing arrangement (10)

Loss on early extinguishment of debt ( 11.8 )

Income before income taxes

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Net income $ 93.2

(1) Revenues and gaming taxes expense within the Interactive segment are inclusive of gaming tax reimbursement amounts related to third-party online sports betting and/or iCasino partners for online sports betting and iCasino market access of $ 128.2 million for the three months ended March 31, 2025.

(1) Revenues and gaming taxes expense within the Interactive segment are inclusive of gaming tax reimbursement amounts related to third-party online sports betting and/or iCasino partners for online sports betting and iCasino market access of $ 266.1 million for the six months ended June 30, 2025.

(2) Primarily represents the elimination of intersegment revenues associated with our retail sportsbooks, which are operated by PENN Interactive.

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(5) We define Adjusted EBITDAR as earnings before interest expense, net, interest income, income taxes, depreciation and amortization, rent expense associated with triple net operating leases (see footnote (7) below), stock-based compensation, debt extinguishment charges, impairment losses, insurance recoveries, net of deductible charges, changes in the estimated fair value of our contingent purchase price obligations, gain or loss on disposal of assets, the difference between budget and actual expense for cash-settled stock-based awards, pre-opening expenses, loss on disposal of a business, non-cash gains/losses associated with REIT transactions, and other.

Adjusted EBITDAR is also inclusive of income or loss from unconsolidated affiliates, with our share of non-operating items (see footnote (8) below) added back for our Kansas Entertainment joint venture.

(6) Primarily represents corporate overhead expenses of $ 36.0 million for the three months ended March 31, 2025, which is inclusive of $ 7.7 million of legal and advisory costs related to our response to a purported proxy campaign in connection with our 2025 annual meeting of shareholders.

(6) Primarily represents corporate overhead expenses of $ 74.7 million for the six months ended June 30, 2025, which is inclusive of $ 17.1 million of legal and advisory costs related to activist activity in connection with our 2025 annual meeting of shareholders.

(7) Pertains to the following operating leases:

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and (iv) Greektown Lease.

(8) Relates to an impairment charge in our Midwest segment.

(9) Consists primarily of depreciation expense associated with our Kansas Entertainment joint venture.

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See Note 5, “Long-Term Debt.”

(10) Primarily relates to unrealized holding gains on our equity securities of $ 0.8 million for the three months ended March 31, 2025.

For the three months ended March 31, 2024

(11) Primarily relates to realized and unrealized gains and losses on equity securities held by PENN Interactive as well as miscellaneous income and expense items.

For the six months ended June 30, 2024

(in millions) Northeast South West Midwest Interactive (1)

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( 206.6 ) ( 128.3 ) ( 58.5 ) ( 99.7 ) ( 159.1 )

Reportable Segment Adjusted EBITDAR (5)

Segment Adjusted EBITDAR (5)

$ 407.3 $ 224.9 $ 96.5 $ 246.9 $ ( 298.8 ) $ 676.8

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Stock-based compensation ( 26.1 )

Cash-settled stock award variance 8.0

Gain on disposal of assets 0.2

Cash-settled stock-based awards variance 11.1

Loss on disposal of assets ( 8.9 )

Depreciation and amortization ( 217.8 )

Insurance recoveries, net of deductible charges 2.7

Non-operating items of equity method investments (8)

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Net loss $ ( 142.0 )

(1) Revenues and gaming taxes expense within the Interactive segment are inclusive of gaming tax reimbursement amounts related to third-party online sports betting and/or iCasino partners for online sports betting and iCasino market access of $ 116.6 million for the three months ended March 31, 2024.

(1) Revenues and gaming taxes expense within the Interactive segment are inclusive of gaming tax reimbursement amounts related to third-party online sports betting and/or iCasino partners for online sports betting and iCasino market access of $ 198.7 million for the six months ended June 30, 2024.

(2) Primarily represents the elimination of intersegment revenues associated with our retail sportsbooks, which are operated by PENN Interactive.

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Interactive segment - professional services, legal expens es, software subscriptions and maintenance fees, software dev elopment costs, utilities, supplies, property and liability insurance, other taxes and fees, lease expense, allocated corporate expenses, and third-party revenue share fees.

(6) Primarily represents corporate overhead expenses of $ 24.9 million for the three months ended March 31, 2024.

of a business, non-cash gains/losses associated with REIT transactions, and other.

(6) Primarily represents corporate overhead expenses of $ 49.4 million for the six months ended June 30, 2024.

(7) Pertains to the following operating leases:

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(8) Consists primarily of depreciation expense associated with our Kansas Entertainment joint venture.

(9) Primarily relates to unrealized holding losses on our equity securities of $ 1.5 million for the three months ended March 31, 2024.

(9) Primarily relates to unrealized losses on equity securities held by PENN Interactive as well as miscellaneous income and expense items.

The table below presents capital expenditures by segment:

For the three months ended March 31,

For the three months ended June 30, For the six months ended June 30,

(in millions) 2025 2024 2025 2024

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(in millions) Northeast South West Midwest Interactive Other (1)

Balance sheet as of March 31, 2025

Balance sheet as of June 30, 2025

Investment in and advances to unconsolidated affiliates $ 0.1 $ — $ — $ 79.9 $ — $ 2.4 $ 82.4

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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-Q

Item 1. Financial Statements