−Removed: The following are new or modified risk factors that should be read in conjunction with the risk factors disclosed under Part I, Item 1A.
+Added: The following are risk factors that should be read in conjunction with the risk factors disclosed under Part I, Item 1A.
“Risk Factors” in the Company’s Form 10-K for the year ended December 31, 2024 and Part II, Item 1A.
“Risk Factors” in the Company’s subsequent Form 10-Q filings.
+Added: Except as set forth below, there have been no material changes to the risk factors previously disclosed under Part I, Item 1A.
+Added: “Risk Factors” in the Company’s Form 10-K for the year ended December 31, 2024.
Our business is sensitive to reductions in discretionary consumer spending, which may be adversely impacted by downturns in the economy and other factors outside of our control.
4 unchanged sentences
These actions have resulted, and are expected to further result, in responsive actions by impacted countries.
−Removed: On April 9, 2025, the United States announced the imposition of most “reciprocal” tariffs would be paused for 90 days, pending negotiations with the relevant countries.
There continues to be significant uncertainty regarding the extent and duration of the tariffs, and any resulting economic downturns or market volatility may adversely impact our business, financial condition, and results of operations.
1 unchanged sentence
We have been subject to shareholder activism and may be subject to such activism in the future, which may include proxy solicitations, shareholder proposals or other actions by activists to effect changes to the Company or to assert influence on our Board of Directors and management.
−Removed: For example, in January 2025, HG Vora Capital Management, LLC (“HG Vora”) notified our Board that it had nominated three director candidates to stand for election at the Company’s 2025 annual meeting of shareholders, William Clifford, Johnny Hartnett, and Carlos Ruisanchez.
+Added: For example, in January 2025, HG Vora Capital Management, LLC (“HG Vora”) notified our Board that it had nominated three director candidates to stand for election at the Company’s 2025 annual meeting of
+Added: shareholders, William Clifford, Johnny Hartnett, and Carlos Ruisanchez.
Subsequently, the Company’s financial advisors held calls with HG Vora’s outside advisor, and the Board’s Nominating and Corporate Governance Committee reviewed HG Vora’s nominees in line with the Company’s normal evaluation procedures, including conducting thorough interviews with all nominees.
2 unchanged sentences
Ruisanchez for election to the Board at the Company’s 2025 annual meeting of shareholders.
−Removed: HG Vora filed a preliminary proxy statement with the SEC on April 28, 2025, and continues to seek the election of its three director candidates to the Board.
+Added: HG Vora filed a definitive proxy statement with the SEC on May 12, 2025, and sought the election of its three director candidates to the Board.
+Added: At the Company’s 2025 annual meeting of shareholders held on June 17, 2025, our shareholders elected each of Mr.
+Added: Hartnett and Mr.
+Added: Ruisanchez to our Board of Directors.
Shareholder activism pursued against the Company has in the past, and may in the future, give rise to or result in, among other things:
14 unchanged sentences
The defendants believe the allegations set forth in the HG Vora Complaint are without merit.
−Removed: However, if the HG Vora Plaintiffs are successful in their lawsuit, PENN may be required to, among other things, increase the number of Class II directors to three, nominate three directors for election at PENN’s 2025 annual meeting of shareholders, amend the Proxy Statement, provide new proxy cards to shareholders and discard previously-furnished proxy cards received by PENN, reschedule PENN’s 2025 annual meeting of shareholders and/or pay damages to the HG Vora Plaintiffs.
+Added: However, if the HG Vora Plaintiffs are successful in their lawsuit, PENN may be required to, among other things, increase the number of Class II directors to three and hold a special election at which shareholders could vote on a candidate for that seat and/or pay damages to the HG Vora Plaintiffs.
In addition, defending against these claims can result in substantial costs and divert management time and resources.
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.