What changed in this filing

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Item 1. Financial Statements

2025-11-06 compared with 2025-08-07 · 312 added, 248 removed, 888 unchanged (39% of the section changed)

3 unchanged sentences

CONSOLIDATED BALANCE SHEETS

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

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

Current assets

48 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS

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

For the three months ended September 30, For the nine months ended September 30,

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

7 unchanged sentences

Depreciation and amortization 114.2 108.7 332.7 326.5

Impairment loss 15.0 — 15.0 —

Impairment losses 825.0 — 840.0 —

Total operating expenses 2,493.7 1,571.7 5,810.9 4,788.5

Operating income 77.5 74.5 120.3 53.1

Operating income (loss) ( 776.4 ) 67.5 ( 656.1 ) 120.6

Other income (expenses)

2 unchanged sentences

Income from unconsolidated affiliates 8.2 7.1 29.1 22.1

Gain on REIT transaction, net 3.3 — 3.3 —

Gain on financing arrangement — — 215.1 —

1 unchanged sentence

Other — 2.8 4.2 2.5

Total other income (expenses) ( 89.4 ) ( 104.8 ) 27.0 ( 210.9 )

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

Total other expenses ( 83.4 ) ( 102.2 ) ( 56.4 ) ( 313.1 )

Loss before income taxes ( 859.8 ) ( 34.7 ) ( 712.5 ) ( 192.5 )

Income tax benefit (expense) ( 5.3 ) ( 2.8 ) ( 59.4 ) 13.0

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

Net loss ( 865.1 ) ( 37.5 ) ( 771.9 ) ( 179.5 )

Net loss attributable to non-controlling interest 0.5 0.8 1.7 1.3

Net income (loss) attributable to PENN Entertainment, Inc.

Net loss attributable to PENN Entertainment, Inc.

$ ( 864.6 ) $ ( 36.7 ) $ ( 770.2 ) $ ( 178.2 )

Earnings (loss) per share:

Basic earnings (loss) per share

Loss per share:

Basic loss per share

$ ( 6.03 ) $ ( 0.24 ) $ ( 5.20 ) $ ( 1.17 )

Diluted earnings (loss) per share

Diluted loss per share

$ ( 6.03 ) $ ( 0.24 ) $ ( 5.20 ) $ ( 1.17 )

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AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

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

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

For the three months ended September 30, For the nine months ended September 30,

(in millions) 2025 2024 2025 2024

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

Net loss $ ( 865.1 ) $ ( 37.5 ) $ ( 771.9 ) $ ( 179.5 )

Other comprehensive income (loss), net of tax:

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

Foreign currency translation adjustment ( 38.2 ) 18.6 53.8 ( 36.9 )

Other comprehensive income (loss) ( 38.2 ) 18.6 53.8 ( 36.9 )

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

Total comprehensive loss ( 903.3 ) ( 18.9 ) ( 718.1 ) ( 216.4 )

Comprehensive loss attributable to non-controlling interest 0.5 0.8 1.7 1.3

Comprehensive income (loss) attributable to PENN Entertainment, Inc.

Comprehensive loss attributable to PENN Entertainment, Inc.

$ ( 902.8 ) $ ( 18.1 ) $ ( 716.4 ) $ ( 215.1 )

3 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Three 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

Three Months Ended September 30, 2025 and 2024

Preferred Stock Common Stock Treasury Stock Additional Paid-In 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

Balance as of July 1, 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

Share-based compensation arrangements — — 231,410 — — — — 16.8 — — 16.8 — 16.8

Share repurchases — — ( 7,965,282 ) — — — ( 154.1 ) — — — ( 154.1 ) — ( 154.1 )

Exchangeable share conversions — — 537 — ( 537 ) — — — — — — — —

Investment Agreement warrants — — — — — — — 14.5 — — 14.5 — 14.5

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Other — — — — — — ( 1.4 ) ( 2.3 ) — — ( 3.7 ) — ( 3.7 )

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

Balance as of September 30, 2025 — $ — 137,719,193 $ 1.8 379,941 $ — $ ( 1,051.3 ) $ 4,626.7 $ ( 1,417.2 ) $ ( 201.2 ) $ 1,958.8 $ ( 6.0 ) $ 1,952.8

Balance as of July 1, 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

Share-based compensation arrangements — — 39,069 — — — — 12.9 — — 12.9 — 12.9

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

Exchangeable share conversions — — 935 — ( 935 ) — — — — — — — —

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Other — — — — — — — ( 0.4 ) — — ( 0.4 ) — ( 0.4 )

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

Balance as of September 30, 2024 — $ — 152,156,588 $ 1.8 468,943 $ — $ ( 779.5 ) $ 4,514.3 $ ( 513.7 ) $ ( 158.2 ) $ 3,064.7 $ ( 3.8 ) $ 3,060.9

Nine Months Ended September 30, 2025 and 2024

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

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Currency translation adjustment — — — — — — — — — 53.8 53.8 — 53.8

Net income (loss) — — — — — — — — 94.4 — 94.4 ( 1.2 ) 93.2

Net loss — — — — — — — — ( 770.2 ) — ( 770.2 ) ( 1.7 ) ( 771.9 )

Other — — — — — — ( 2.4 ) ( 7.2 ) — — ( 9.6 ) — ( 9.6 )

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 September 30, 2025 — $ — 137,719,193 $ 1.8 379,941 $ — $ ( 1,051.3 ) $ 4,626.7 $ ( 1,417.2 ) $ ( 201.2 ) $ 1,958.8 $ ( 6.0 ) $ 1,952.8

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

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Other — — — — — — — ( 4.5 ) — — ( 4.5 ) — ( 4.5 )

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

Balance as of September 30, 2024 — $ — 152,156,588 $ 1.8 468,943 $ — $ ( 779.5 ) $ 4,514.3 $ ( 513.7 ) $ ( 158.2 ) $ 3,064.7 $ ( 3.8 ) $ 3,060.9

See accompanying notes to the unaudited Consolidated Financial Statements.

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CONSOLIDATED STATEMENTS OF CASH FLOWS

For the six months ended June 30,

For the nine months ended September 30,

(in millions) 2025 2024

Operating activities

Net income (loss) $ 93.2 $ ( 142.0 )

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

Net loss $ ( 771.9 ) $ ( 179.5 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization 332.7 326.5

1 unchanged sentence

Non-cash operating lease expense 266.0 236.5

Gain on REIT transaction, net ( 3.3 ) —

Income from unconsolidated affiliates ( 29.1 ) ( 22.1 )

3 unchanged sentences

Investment Agreement warrant expense 43.0 53.4

Impairment loss 15.0 —

Impairment losses 840.0 —

Gain on financing arrangement ( 215.1 ) —

13 unchanged sentences

Capital expenditures ( 457.3 ) ( 261.7 )

Proceeds from sale-and-leaseback transactions in conjunction with development projects 130.0 —

Proceeds from sale of investments 17.8 0.5

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Net cash used in investing activities ( 303.3 ) ( 312.7 )

For the six months ended June 30,

For the nine months ended September 30,

(in millions) 2025 2024

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Other ( 18.3 ) ( 19.7 )

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

Net cash used in financing activities

( 129.0 ) ( 175.0 )

Effect of currency rate changes on cash, cash equivalents, and restricted cash ( 0.4 ) ( 0.9 )

9 unchanged sentences

Cash paid for interest, net of amounts capitalized $ 292.2 $ 324.6

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

Non-cash activities:

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Organization:

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™, and theScore BET Sportsbook and Casino ® .

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

and ESPN Enterprises, Inc.

(together, “ESPN”), the “worldwide leader in sports,” and its ownership of theScore ® , the top digital sports media brand in Canada, is central to the Company’s highly differentiated strategy to expand its footprint and efficiently grow its customer ecosystem.

PENN’s focus on organic cross-sell opportunities is reinforced by its 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 Game Studios).

PENN Entertainment, Inc., together with its subsidiaries (“PENN,” the “Company,” “we,” “our,” or “us”), operates in 28 jurisdictions throughout North America, with a broadly diversified portfolio of casinos, racetracks, and online sports betting and iCasino offerings.

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

The Company’s portfolio is further bolstered by its industry-leading PENN Play TM customer loyalty program, offering its over 33 million members a unique set of rewards and experiences.

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Basis of Presentation:

The unaudited Consolidated Financial Statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and with the rules and regulations of the U.S.

Securities and Exchange Commission (the “SEC”).

Accordingly, they do not include all of the information and notes required by GAAP for complete consolidated financial statements.

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The preparation of unaudited Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities at the date of the financial statements, and (iii) the reported amounts of revenues and expenses during the reporting period.

We applied estimation methods consistently for the periods presented within our unaudited Consolidated Financial Statements.

We applied estimation methods consistently for the periods presented within the unaudited Consolidated Financial Statements.

Actual results may differ from those estimates.

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

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

For the three months ended September 30, For the nine months ended September 30,

(in millions) 2025 2024 2025 2024

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(i) the obligation associated with its PENN Play program (loyalty points and tier status benefits), (ii) advance payments on goods and services yet to be provided and for unpaid wagers, and (iii) deferred revenue associated with third-party online sports betting and/or iCasino for online sports betting and iCasino market access.

Our PENN Play program connects the Company’s brands under one loyalty program and allows members to earn loyalty points, or “PENN Cash,” redeemable for slot play and complimentaries, such as food and beverage at our restaurants, lodging at our hotels, the PENN Play redemption marketplace that features popular retailers, and products offered at our retail stores across the vast majority of our properties.

Our PENN Play program connects the Company’s brands under one loyalty program and allows members to earn loyalty points, or “PENN Cash,” redeemable for slot play and complimentaries, such as food and beverage at our restaurants, lodging at our hotels, redemptions at the PENN Play marketplace that features popular retailers, and products offered at our retail stores across the vast majority of our properties.

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, 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.

The obligation associated with our PENN Play program, which is included in “Accrued expenses and other current liabilities” within the unaudited Consolidated Balance Sheets, was $ 27.3 million and $ 29.7 million as of September 30, 2025 and December 31, 2024, respectively, and consisted primarily of the obligation associated with the loyalty points.

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

1 unchanged sentence

The Company’s advance payments on goods and services yet to be provided and for unpaid wagers primarily consist of the following:

(i) deposits on rooms and convention space, (ii) money deposited on behalf of a customer in advance of their property visit (referred to as “safekeeping” or “front money”), (iii) money deposited in an online wallet not yet wagered, (iv) money deposited in an online wallet for pending and concluded wagers not yet withdrawn, (v) outstanding tickets generated by slot machine play, sports betting, or pari-mutuel wagering, (vi) outstanding chip liabilities, (vii) unclaimed jackpots, and (viii) gift cards redeemable at our properties.

(i) deposits on rooms and convention space;

(ii) money deposited on behalf of a customer in advance of their property visit (referred to as “safekeeping” or “front money”);

(iii) money deposited in an online wallet not yet wagered;

(iv) money deposited in an online wallet for pending and concluded wagers not yet withdrawn;

(v) outstanding tickets generated by slot machine play, sports betting, or pari-mutuel wagering;

(vi) outstanding chip liabilities;

(vii) unclaimed jackpots;

and (viii) gift cards redeemable at our properties.

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 $ 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 advance payments on goods and services yet to be provided and for unpaid wagers were $ 134.9 million and $ 151.4 million as of September 30, 2025 and December 31, 2024, respectively, and are included in “Accrued expenses and other current liabilities” within the 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 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.

As of September 30, 2025 and December 31, 2024, our deferred revenue balance was $ 37.6 million and $ 42.6 million, respectively, the majority of which is included in “Other long-term liabilities” within the unaudited Consolidated Balance Sheets.

During the three and nine months ended September 30, 2025, we recognized revenue of $ 1.2 million and $ 5.9 million, respectively, that was included in the December 31, 2024 deferred revenue balance.

During the three and nine months ended September 30, 2024, we recognized revenue of $ 1.1 million and $ 5.3 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 $ 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.

Advertising expenses are primarily included in “Gaming” expenses within the unaudited Consolidated Statements of Operations and were $ 85.1 million and $ 99.1 million for the three months ended September 30, 2025 and 2024, respectively, and $ 270.5 million and $ 347.4 million for the nine months ended September 30, 2025 and 2024, respectively.

Advertising expense includes media marketing services and brand and other rights provided by ESPN, Inc.

and ESPN Enterprises Inc.

(together, “ESPN”) pursuant to the Sportsbook Agreement (as defined in Note 9, “Commitments and Contingencies” ) and other media placement costs.

Gaming and Pari-mutuel Taxes:

2 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 $ 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.

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 $ 630.7 million and $ 568.5 million for the three months ended September 30, 2025 and 2024, respectively, and $ 1.9 billion and $ 1.7 billion for the nine months ended September 30, 2025 and 2024, respectively.

Foreign Currency Translation:

1 unchanged sentence

Balance sheet accounts are translated at the exchange rate in effect at each balance sheet date.

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.

Gains or losses resulting from foreign currency transactions are included in “Other” within our unaudited Consolidated Statements of Operations.

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

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

Gains or losses resulting from foreign currency transactions are included in “Other” within the unaudited Consolidated Statements of Operations.

Comprehensive Income or Loss and Accumulated Other Comprehensive Income or Loss:

Comprehensive income (loss) includes net income or loss and all other non-stockholder changes in equity, or other comprehensive income (loss).

The balance of accumulated other comprehensive income (loss) consists of foreign currency translation adjustments and unrealized gains or losses on debt securities.

Comprehensive income or loss includes net income or loss and all other non-stockholder changes in equity, or other comprehensive income or loss.

The balance of accumulated other comprehensive income or loss consists of foreign currency translation adjustments and unrealized gains or losses on debt securities.

Earnings or Loss Per Share:

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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 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.

For both periods ended as of September 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 the unaudited Consolidated Balance Sheets.

See Note 12, “Fair Value Measurements” for more information.

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ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, on a prospective or retrospective basis, with early adoption permitted.

We are assessing the guidance, noting adoption of the new standard is limited to additional disclosures in the notes to the Consolidated Financial Statements.

We will adopt the new standard in the Consolidated Financial Statements for the period ending December 31, 2025, with impacts limited to additional disclosures in the notes to the Consolidated Financial Statements.

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

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The primary purpose of the new ASU 2024-04 is to improve the relevance and consistency in application of the induced conversion guidance in Subtopic 470-20, Debt—Debt with Conversion and Other Options.

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

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

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

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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.

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

In September 2025, the FASB issued ASU 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software” (“ASU 2025-06”).

The amendments in ASU 2025-06 improve the operability of the guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods, which may impact the timing and extent of cost capitalization for internal-use software.

ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods, on a prospective, modified, or retrospective basis, with early adoption permitted.

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

Note 4— Revenue Disaggregation

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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 June 30, 2025

For the three months ended September 30, 2025

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

5 unchanged sentences

Total revenues $ 690.5 $ 291.0 $ 138.3 $ 298.3 $ 297.7 $ 4.1 $ ( 2.6 ) $ 1,717.3

For the three months ended June 30, 2024

For the three months ended September 30, 2024

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

5 unchanged sentences

Total revenues $ 684.8 $ 288.1 $ 131.8 $ 292.2 $ 244.6 $ 4.0 $ ( 6.3 ) $ 1,639.2

For the six months ended June 30, 2025

For the nine months ended September 30, 2025

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

5 unchanged sentences

Total revenues $ 2,083.0 $ 881.5 $ 405.7 $ 878.2 $ 903.9 $ 15.1 $ ( 12.6 ) $ 5,154.8

For the six months ended June 30, 2024

For the nine months ended September 30, 2024

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

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Total revenues $ 2,065.8 $ 884.8 $ 395.9 $ 881.5 $ 684.9 $ 15.9 $ ( 19.7 ) $ 4,909.1

(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.

(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 $ 139.5 million and $ 104.1 million for the three months ended September 30, 2025 and 2024, respectively, and $ 405.6 million and $ 302.8 million for the nine months ended September 30, 2025 and 2024, respectively.

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

Note 5— Goodwill and Other Intangible Assets

A reconciliation of goodwill and accumulated goodwill impairment losses, by reportable segment, is as follows:

(in millions) Northeast South West Midwest Interactive Other Total

Balance as of December 31, 2024

Goodwill, gross $ 923.5 $ 236.6 $ 216.8 $ 1,116.7 $ 1,544.3 $ 87.7 $ 4,125.6

Accumulated goodwill impairment losses ( 828.8 ) ( 67.1 ) ( 16.6 ) ( 562.3 ) — ( 87.7 ) ( 1,562.5 )

Goodwill, net $ 94.7 $ 169.5 $ 200.2 $ 554.4 $ 1,544.3 $ — $ 2,563.1

Effect of foreign currency exchange rates — — — — 46.7 — 46.7

Impairment loss during year — — — — ( 825.0 ) — ( 825.0 )

Balance as of September 30, 2025

Goodwill, gross $ 923.5 $ 236.6 $ 216.8 $ 1,116.7 $ 1,591.0 $ 87.7 $ 4,172.3

Accumulated goodwill impairment losses ( 828.8 ) ( 67.1 ) ( 16.6 ) ( 562.3 ) ( 825.0 ) ( 87.7 ) ( 2,387.5 )

Goodwill, net $ 94.7 $ 169.5 $ 200.2 $ 554.4 $ 766.0 $ — $ 1,784.8

2025 Interim Assessment for Impairment - Goodwill

PENN announced the mutual decision for an early termination (the “Termination Agreement”) of its Sportsbook Agreement with ESPN (as defined in Note 9, “Commitments and Contingencies” ).

Pursuant to the Termination Agreement, PENN’s exclusive right to use the ESPN BET trademark for online sports betting in the U.S.

will end on December 1, 2025.

As a result, the Company is realigning its digital focus to leverage the strength of its U.S.

iCasino and Canadian operations, while continuing to use online sports betting to drive both the acquisition of customers with significant lifetime value and unique cross-sell opportunities across PENN’s retail and digital assets.

The Company plans to rebrand its online sports betting offering in the U.S.

to theScore Bet, subject to receipt of regulatory approvals.

The realignment of its digital focus led the Company to revise its future cash flow projections for the Interactive reporting unit and to perform a quantitative impairment test during the third quarter of 2025, which resulted in a non-cash impairment charge of $ 825.0 million.

The impairment charge is presented in “Impairment losses” within the unaudited Consolidated Statements of Operations.

The estimated fair value of the Interactive goodwill was determined through a combination of a discounted cash flow model and a market-based approach, which utilized Level 3 inputs.

There were no impairment charges recorded to goodwill during the three and nine months ended September 30, 2024.

The table below presents the gross carrying amount, accumulated amortization, and net carrying amount of each major class of other intangible assets:

September 30, 2025 December 31, 2024

(in millions) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount

Indefinite-lived intangible assets

Gaming licenses $ 1,064.9 $ — $ 1,064.9 $ 1,064.9 $ — $ 1,064.9

Trademarks 300.4 — 300.4 319.5 — 319.5

Other 0.6 — 0.6 0.6 — 0.6

Amortizing intangible assets

Customer relationships 111.8 ( 109.4 ) 2.4 111.6 ( 106.6 ) 5.0

Technology 356.4 ( 235.3 ) 121.1 303.0 ( 184.9 ) 118.1

Other 37.3 ( 20.4 ) 16.9 40.1 ( 18.3 ) 21.8

Total other intangible assets, net $ 1,871.4 $ ( 365.1 ) $ 1,506.3 $ 1,839.7 $ ( 309.8 ) $ 1,529.9

2025 Interim Assessment for Impairment - Other Intangible Assets

On April 24, 2025, PENN announced a development project to relocate its Ameristar Council Bluffs (“ACB”) riverboat casino operations to a new, state-of-the-art land-based facility to be rebranded as Hollywood Casino Council Bluffs.

As a result of this strategic rebranding decision, the Company reassessed the indefinite-lived classification of the ACB trademark and concluded the trademark is no longer considered to have an indefinite useful life.

The Company performed a quantitative impairment test, then assigned the remaining carrying amount a finite useful life of approximately 2.5 years.

The interim assessment for impairment resulted in a non-cash impairment charge of $ 15.0 million, recorded within the Midwest segment, reflecting the decline in the trademark’s fair value.

The primary driver of the impairment was a reduction in the projected revenues attributable to the ACB trademark compared to its prior valuation.

The impairment charge is presented in “Impairment losses” within the unaudited Consolidated Statements of Operations.

The fair value of the ACB trademark was estimated using a relief-from-royalty discounted cash flow model incorporating Level 3 inputs.

Following the impairment, the remaining carrying amount of $ 7.0 million will be amortized over its estimated remaining useful life.

There were no impairment charges recorded to other intangible assets, net during the three months ended September 30, 2025 and the three and nine months ended September 30, 2024.

Note 6— Long-Term Debt

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

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

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

Amended Credit Facilities:

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$ 2,796.3 $ 2,732.5

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

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

Years ending December 31:

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

2025 (excluding the nine months ended September 30, 2025)

Thereafter 5.5

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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.

The Amended Credit Facilities contain two financial covenants:

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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 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.

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

As of September 30, 2025, the Company had $ 510.0 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 $ 23.9 million, resulting in $ 466.1 million of available borrowing capacity under the Amended Revolving Credit Facility.

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.

As of November 5, 2025, the Company had $ 500.0 million in outstanding borrowings under its Amended Revolving Credit Facility, resulting in $ 476.1 million in available borrowing capacity.

2.75 % Unsecured Convertible Notes

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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.

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

As of September 30, 2025 our Convertible Notes are scheduled to mature within the next twelve 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.

As of September 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 September 30, 2025.

The Convertible Notes consisted of the following components:

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

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

Principal $ 106.7 $ 330.5

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The table below presents interest expense, net:

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

For the three months ended September 30, For the nine months ended September 30,

(in millions) 2025 2024 2025 2024

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

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

For the three months ended September 30, For the nine months ended September 30,

(in millions) 2025 2024 2025 2024

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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 11 months as of June 30, 2025.

The remaining term of the Convertible Notes is less than twelve months as of September 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.

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

As of September 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.

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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.

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 judgment 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, 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.

The gain is recorded as “Gain on financing arrangement” within the unaudited Consolidated Statements of Operations for the nine months ended September 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” 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.

The amount included in “Interest expense, net” related to this obligation was zero and $ 12.1 million for the three months ended September 30, 2025 and 2024, respectively, and $ 13.9 million and $ 34.1 million for the nine months ended September 30, 2025 and 2024, respectively.

Note 7— Leases

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The components contained within the Master Leases are accounted for as either (i) operating leases, (ii) finance leases, or (iii) financing obligations.

Changes to future lease payments that are not fixed within the Master Leases (i.e., when future escalators become known or future variable rent resets occur), which are discussed below, require the Company to either (i) increase both the ROU assets and corresponding lease liabilities with respect to operating and finance leases or (ii) record the incremental variable payment associated with the financing obligation to interest expense.

Changes to future lease payments that are not fixed within the Master Leases (i.e., when future escalators become known or future variable rent resets occur), which are discussed below, require the Company to either (i) increase both the right-of-use (“ROU”) assets and corresponding lease liabilities with respect to operating and finance leases or (ii) record the incremental variable payment associated with the financing obligation to interest expense.

AR PENN Master Lease

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The payment structure under the AR PENN Master Lease includes a fixed component, a portion of which is subject to an annual escalator of up to 2 %, depending on the Adjusted Revenue to Rent Ratio (as defined in the AR PENN Master Lease) of 1.8 :1, and a component that is based on performance, which is prospectively adjusted every five years by an amount equal to 4 % of the average change in net revenues of all properties associated with the AR PENN Master Lease compared to a contractual baseline during the preceding five years (“AR PENN Percentage Rent”).

The land and building components contained within the AR PENN Master 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 is scheduled to occur on November 1, 2025.

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

As a result of the annual escalator, effective November 1, 2025, for the lease year ending October 31, 2025, the fixed component of rent increased by $ 4.3 million.

The next AR PENN Percentage Rent reset is scheduled to occur on November 1, 2028.

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

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 (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”).

and (ii) a percentage, based on the then-current GLPI stock price, of any project funding received by PENN from GLPI for the development projects with respect to Joliet (the “Joliet Project”), M Resort (the “M Resort Project”), and 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.

These funding obligations of GLPI expire on January 1, 2026, provided that (i) for the Columbus Project, if the Company provides notice to GLPI by December 31, 2025 that the Company is electing to receive GLPI funding, the Company shall submit a draw notice for such project by no later than March 31, 2026 requesting to receive GLPI funds by no later than June 30, 2026 and (ii) for the Aurora Project, the Company shall submit a draw notice for such project by no later than March 31, 2026 requesting to receive GLPI funds by no later than June 30, 2026.

The 2023 Master Lease Rent will be subject to a one-time increase of $ 1.4 million, effective November 1, 2027.

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.

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 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.

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

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.

On August 1, 2025, the Company received the full $ 130.0 million in committed funding from GLPI for the Joliet Project which opened on August 11, 2025, and on November 3, 2025, the Company received the full $ 150.0 million in committed funding from GLPI for the M Resort Project, of which the new hotel tower is expected to open on December 1, 2025.

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

Effective August 1, 2025, we determined that the sale-and-lease back of real estate assets related to the new Joliet facility to GLPI for $ 130.0 million constituted a lease modification under ASC Topic 842, “Leases,” (“ASC 842”).

In connection with the August 1, 2025 lease modification, the Company reassessed the land and building components and remeasured the related lease liabilities.

The assessment and remeasurement included the following elements:

(i) the removal of the previously leased Joliet facility assets;

(ii) the addition of the newly leased Joliet facility assets;

and (iii) a $ 10.1 million increase in annual rent, which is specific to the lease back of the real estate assets related to the new Joliet facility, subject to annual escalation in accordance with the 2023 Master Lease.

The modification did not result in a change to the lease classification, and all lease components continue to be accounted for as operating leases.

Remeasurement of the related operating lease liabilities resulted in a $ 3.3 million gain, recognized in “Gain on REIT transaction, net” in the unaudited Consolidated Statements of Operations.

As of the modification date, the Company recognized $ 166.3 million in ROU assets and $ 163.0 million in corresponding lease liabilities in the unaudited Consolidated Balance Sheets.

We concluded that the lease term will continue to end on the current lease expiration date of October 31, 2033, and that the three optional five-year renewal terms are not included in the lease term.

As the Company continues to transition from a leading retail gaming operator to a diversified provider of integrated entertainment, sports content, and casino gaming experiences, the execution of its omni-channel strategy has diversified earnings streams and does not provide reasonable assurance that the renewal options will be exercised.

Subsequent to quarter end, we also determined that the sale-and-lease back of real estate assets related to the new M Resort hotel tower to GLPI for $ 150.0 million constituted a lease modification under ASC 842, effective November 3, 2025.

This sale-and-leaseback transaction resulted in a $ 11.7 million increase in annual rent, subject to annual escalation in accordance with the 2023 Master Lease.

We are in the process of reassessing and remeasuring the lease components and quantifying the impact of this transaction on the Consolidated Financial Statements, which may be material.

Pinnacle Master Lease

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The Pinnacle Master Lease contains land and building components that are classified as finance leases and financing obligations.

Lease components classified as a finance lease are recorded to “Depreciation and amortization” and “Interest expense, net” within our unaudited Consolidated Statements of Operations.

Lease components classified as a finance lease are recorded to “Depreciation and amortization” and “Interest expense, net” within the unaudited Consolidated Statements of Operations.

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

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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.

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

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

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

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

Greektown Lease

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The payment structure under the Greektown Lease includes a fixed component, a portion subject to an annual escalator of up to 2 % initially determined based on an Adjusted Revenue to Rent ratio, as defined in the Greektown Lease, and subsequently amended to be determined based on an agreed upon minimum coverage floor ratio of Net Revenue to Rent, 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 (“Greektown Percentage Rent”).

On April 1, 2024, the lease was amended to provide for a Net Revenue to Rent coverage floor to be mutually agreed upon prior to the commencement of the ninth lease year (June 1, 2027).

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.

On April 1, 2024, the lease was amended to provide for a Net Revenue to Rent coverage floor to be mutually agreed upon prior to the commencement of the ninth lease year beginning on June 1, 2027.

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

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

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Non-REIT Operating Leases

In addition to any operating lease components contained within the Master Leases, Margaritaville Lease, and Greektown Lease (collectively referred to as “triple net operating leases”), the Company’s operating leases consist of (i) ground and levee leases to landlords which were not assumed by our REIT Landlords and remain an obligation of the Company, and (ii) buildings and equipment not associated with our REIT Landlords.

and (ii) buildings and equipment not associated with our REIT Landlords.

Certain of our lease agreements include rental payments based on a percentage of sales over specified contractual amounts, rental payments adjusted periodically for inflation, and rental payments based on usage.

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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 June 30, 2025:

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

(in millions) Operating Leases Finance Leases Financing Obligations

Year ended December 31,

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

2025 (excluding the nine months ended September 30, 2025) $ 158.5 $ 40.7 $ 41.6

2026 637.6 152.5 166.6

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

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

For the three months ended September 30, For the nine months ended September 30,

(in millions) 2025 2024 2025 2024

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

June 30, 2025 December 31, 2024

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

Consolidated Statements of Operations For the three months ended September 30, For the nine months ended September 30,

(in millions) 2025 2024 2025 2024

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Supplemental cash flow information related to leases was as follows:

For the six months ended June 30,

For the nine months ended September 30,

(in millions) 2025 2024

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Commencement of operating leases $ 306.9 $ 2.7

Derecognition of operating lease liabilities $ 122.2 $ —

Commencement of finance leases $ 0.9 $ 63.0

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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 effective tax rate (income taxes as a percentage of income from operations before income taxes) including discrete items was ( 56.7 )% and 32.2 % for the three and nine months ended September 30, 2025, respectively, compared to 23.1 % and 18.6 % for the three and nine months ended September 30, 2024, respectively.

The change in the effective tax rate for the three and nine months ended September 30, 2025, as compared to the prior-year periods, was primarily driven by (i) the exclusion of certain foreign losses for which no tax benefit can be recognized in the Company’s worldwide effective tax rate calculation;

(ii) non-deductible permanent items;

(iii) state income taxes;

and (iv) changes in the valuation allowance.

The effective tax rate may vary from period to period depending on, among other factors, the geographic and business mix of the Company’s earnings, changes in its valuation allowance assessment, and other factors, including the Company’s historical and projected pre-tax earnings, which are considered in evaluating the realizability of deferred tax assets.

As of September 30, 2025, the Company continues to maintain a valuation allowance on deferred tax assets not considered “more likely than not” to be realized.

A 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.

During the three and nine months ended September 30, 2025, the Company recognized a non-cash impairment charge of $ 825.0 million related to its PENN Interactive reporting unit (as discussed in Note 5, “Goodwill and Other Intangible Assets” ).

The impairment represents a non-deductible permanent item and had no impact on the Company’s effective tax rate, deferred taxes, or valuation allowance.

As of September 30, 2025 and December 31, 2024, the Company had prepaid income taxes of $ 34.0 million and $ 31.9 million, respectively, which were included in “Prepaid expenses” within the 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.

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 impacts of the OBBB are reflected in the Company’s results for the quarter and did not have a material impact on the Company’s effective tax rate for the three and nine months ended September 30, 2025.

Note 9— Commitments and Contingencies

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ESPN Sportsbook and Investment Agreements

On August 8, 2023, PENN entered into the Sportsbook Agreement (the “Sportsbook Agreement”) with ESPN which provides for a long-term strategic relationship between PENN and ESPN relating to online sports betting in the United States.

Pursuant to the Sportsbook Agreement, PENN received the exclusive right to use the ESPN BET trademark for online sports betting in the United States.

The Sportsbook Agreement has an initial 10-year term and may be extended for an additional ten years upon mutual agreement of PENN and ESPN.

In consideration for the media marketing services and brand and other rights provided by ESPN, PENN will pay $ 150.0 million per year in cash pursuant to the Sportsbook Agreement for the initial 10-year term and issue warrants pursuant to the Investment Agreement (as defined and described in more detail below).

The Sportsbook Agreement may be terminated by either party if at the end of year three of the term ESPN BET has not achieved a specified level of market share based on gross gaming revenue in the states in which it operates while branded ESPN BET, and other terms pursuant to the agreement.

In connection with the Sportsbook Agreement, PENN and ESPN, Inc.

entered into an Investment Agreement (the “Investment Agreement”) on August 8, 2023.

The Investment Agreement provides for the issuance to ESPN, Inc.

of certain warrants to purchase shares of PENN common stock, par value $ 0.01 per share, and setting forth certain other governance rights of ESPN, Inc.

Pursuant to the Investment Agreement PENN issued to ESPN, Inc.

warrants to purchase approximately 31.8 million shares of PENN common stock.

The warrants are classified as equity and contain three separate tranches which vest quarterly over ten years from the date of the Investment Agreement, provided that any remaining unvested portion of the first tranche of warrants will vest on August 8, 2032.

If the Sportsbook Agreement is terminated by ESPN due to a material breach of the Sportsbook Agreement by PENN, then all unvested warrants will immediately vest.

If the Sportsbook Agreement is terminated for any other reason, then all unvested warrants will immediately be forfeited, subject to certain exceptions.

At the grant date, the $ 550.4 million fair value of the awards was determined using the Black-Scholes option-pricing model with contractual terms ranging from 9.5 to 11.5 years, and strike prices ranging from $ 26.08 to $ 32.60 .

Additionally, if after February 29, 2024 and during the term of the Sportsbook Agreement PENN achieves specified performance conditions based on an average market share based on gross gaming revenue in the states in which ESPN BET operates (as defined within the Investment Agreement), PENN could issue to ESPN, Inc.

warrants to purchase up to an additional 6.4 million shares of PENN common stock.

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 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.

On August 8, 2023, PENN entered into the Sportsbook Agreement (the “Sportsbook Agreement”) with ESPN relating to online sports betting in the U.S.

Pursuant to the Sportsbook Agreement, PENN received the exclusive right to use the ESPN BET trademark for online sports betting in the U.S.

The Sportsbook Agreement had an initial 10-year term, with the right for either party to terminate the agreement after the third year if specific market share performance thresholds were not met.

In consideration for the media marketing services and brand and other rights provided by ESPN, PENN agreed to pay $ 150.0 million per year in cash pursuant to the Sportsbook Agreement.

In connection with the Sportsbook Agreement, PENN and ESPN also entered into an Investment Agreement (the “Investment Agreement”) on August 8, 2023.

The Investment Agreement provided for the issuance to ESPN of certain warrants to purchase shares of PENN common stock, par value $ 0.01 per share, and set forth certain other governance rights of ESPN.

Pursuant to the Investment Agreement, PENN issued ESPN warrants to purchase approximately 31.8 million shares of PENN common stock, subject to vesting (“Initial Warrants”).

The warrants are classified as equity and contain three separate tranches.

Subsequent to quarter end, on November 5, 2025, PENN and ESPN entered into the Termination Agreement to terminate the Sportsbook Agreement, effective December 1, 2025 (the “Termination Date”).

Pursuant to the Termination Agreement, PENN’s exclusive right to use the ESPN BET trademark for online sports betting in the U.S.

will end on the Termination Date.

The Termination Agreement provides that PENN will pay ESPN a total of $ 38.1 million in the fourth quarter of 2025 in respect of all remaining fees owed through the Termination Date.

In addition, PENN has agreed to pay ESPN a total of $ 5.0 million following the Termination Date for traditional media to support theScore Bet and/or Hollywood iCasino offerings.

The Termination Agreement provides that these payments will settle all outstanding payment obligations from PENN to ESPN under the Sportsbook Agreement.

On November 5, 2025, in connection with the Termination Agreement, PENN and ESPN entered into Amendment No.

1 to the Investment Agreement (the “Investment Agreement Amendment”) to amend certain terms of the Investment Agreement.

Pursuant to the Investment Agreement Amendment, effective November 5, 2025, the Initial Warrants were deemed vested through and including February 8, 2026, the unvested portion of each of the Initial Warrants held by ESPN was forfeited and cancelled for no consideration, and PENN will have no obligation to issue any Bonus Warrants (as defined within the Investment Agreement).

As of November 5, 2025, ESPN holds (i) a warrant to purchase 3,177,610 shares of PENN common stock with an expiration date of February 8, 2033 and an exercise price of $ 26.08 ;

(ii) a warrant to purchase 3,200,930 shares of PENN common stock with an expiration date of February 8, 2034 and an exercise price of $ 29.99 ;

and (iii) a warrant to purchase 1,578,670 shares of PENN common stock with an expiration date of February 8, 2035 and an exercise price of $ 32.60 .

During the three and nine months ended September 30, 2025, the Company recognized $ 37.5 million and $ 112.5 million of expense, respectively, related to the Sportsbook Agreement, and $ 14.5 million and $ 43.0 million, respectively, related to the Investment Agreement.

For the three and nine months ended September 30, 2024, the Company recognized $ 41.7 million and $ 141.7 million of expense, respectively, related to the Sportsbook Agreement, and $ 15.9 million and $ 53.4 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.

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.

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

During the nine months ended September 30, 2024, we issued 68,048 Exchangeable Shares.

As of both periods ended September 30, 2025 and December 31, 2024, there were 768,441 Exchangeable Shares authorized, of which 379,941 shares and 466,534 shares were outstanding, respectively.

Share Repurchase Authorization

On December 6, 2022, the Board of Directors approved a share repurchase authorization for $ 750.0 million (the “December 2022 Authorization”), which expires on December 31, 2025.

On October 30, 2025, the Board of Directors approved a new $750.0 million share repurchase program (the “October 2025 Authorization”), subject to the finalization of and entry into the Termination Agreement and the Investment Agreement Amendment, as discussed in Note 9, “Commitments and Contingencies.” The October 2025 Authorization commences on January 1, 2026 and expires on December 31, 2028 and will take effect after the Company’s existing $750.0 million share repurchase program expires on December 31, 2025.

Repurchases by the Company are subject to available liquidity, general market and economic conditions, alternate uses for the capital, and other factors.

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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 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.

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

During the three and nine months ended September 30, 2025, respectively, the Company repurchased 7,965,282 and 15,214,631 shares of its common stock in open market transactions for $ 154.1 million and $ 269.4 million at an average price of $ 19.34 and $ 17.70 per share.

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

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

Subsequent to the quarter ended September 30, 2025, the Company repurchased 4,876,200 shares of its common stock at an average price of $ 17.44 per share for an aggregate amount of $ 85.0 million.

As of November 5, 2025, the remaining availability under our December 2022 Authorization was $ 395.4 million.

2022 Long Term Incentive Compensation Plan

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

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

As of September 30, 2025, there are 8,217,921 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 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 Company granted 1,254,323 and 1,317,269 restricted units with performance-based vesting conditions, at target, during the nine months ended September 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.

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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 $ 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.

The Company recognized stock-based compensation expense of $ 16.8 million and $ 12.9 million for the three months ended September 30, 2025 and 2024, respectively, and $ 48.5 million and $ 39.0 million for the nine months ended September 30, 2025 and 2024, respectively, which is included in “General and administrative” expense within the unaudited Consolidated Statements of Operations.

Note 11— Loss per Share

We recorded a net loss attributable to PENN for the three and nine months ended September 30, 2025 and 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,

For the three months ended September 30, For the nine months ended September 30,

(in millions) 2025 2024 2025 2024

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Assumed conversion of convertible debt 4.6 14.1 10.5 14.1

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.

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 six months ended June 30, 2025.

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

Weighted-average common shares outstanding 150.6

Assumed conversion of:

Dilutive stock options —

Dilutive restricted stock 0.5

Convertible debt (1)

Weighted-average common shares outstanding - Diluted 164.7

(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 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.

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 and six months ended June 30, 2025 and 2024:

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

As we recorded a net loss for the three and nine months ended September 30, 2025 and 2024, there are no reconciling items between the weighted-average common shares outstanding for basic and diluted EPS calculations.

Restricted stock with performance and market based vesting conditions that have not been met as of September 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 previously issued under the terms of the Investment Agreement.

Pursuant to the Investment Agreement Amendment, the Initial Warrants will be deemed vested through and including February 8, 2026, and the remaining unvested warrants will be forfeited and cancelled for no consideration.

See Note 9, “Commitments and Contingencies.”

Anti-dilutive options and warrants to purchase 37.0 million shares were outstanding for both the three and nine months ended September 30, 2025, and 35.3 million and 35.1 million for the three and nine months ended September 30, 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 10, “Stockholders’ Equity and Stock-Based Compensation.” The following table presents the calculation of basic and diluted loss per share for the Company’s common stock for the three and nine months ended September 30, 2025 and 2024:

For the three months ended September 30, For the nine months ended September 30,

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

Calculation of basic earnings (loss) per share:

Net income (loss) applicable to common stock

Calculation of basic loss per share:

Net loss applicable to common stock

$ ( 864.6 ) $ ( 36.7 ) $ ( 770.2 ) $ ( 178.2 )

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143.5 152.2 148.2 152.1

Basic earnings (loss) per share

$ ( 0.12 ) $ ( 0.18 ) $ 0.63 $ ( 0.93 )

Calculation of diluted earnings (loss) per share:

Net income (loss) applicable to common stock

Basic loss per share

$ ( 6.03 ) $ ( 0.24 ) $ ( 5.20 ) $ ( 1.17 )

Interest expense, net of tax (1) :

Convertible Notes — — 3.1 —

Diluted income (loss) applicable to common stock

Calculation of diluted loss per share:

Diluted loss applicable to common stock

$ ( 864.6 ) $ ( 36.7 ) $ ( 770.2 ) $ ( 178.2 )

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143.5 152.2 148.2 152.1

Diluted earnings (loss) per share

Diluted loss per share

$ ( 6.03 ) $ ( 0.24 ) $ ( 5.20 ) $ ( 1.17 )

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

Note 12— 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 June 30, 2025 and December 31, 2024 included the repayment obligation of the hotel and event center located near Hollywood Casino Lawrenceburg.

Other long-term obligations as of September 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.

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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.”

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

Other Liabilities

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 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.

As of both periods ended September 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 the 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 June 30, 2025 and December 31, 2024.

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

June 30, 2025

September 30, 2025

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

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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 .

(1) During the nine months ended September 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

Included in income and other comprehensive income (1)

Balance as of June 30, 2025

Payment installments ( 2.0 )

Included in “Net loss” and “Other comprehensive income (loss)” (1)

Balance as of September 30, 2025

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

See Note 6, “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 June 30, 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 September 30, 2025:

Valuation Technique Unobservable Input Discount Rate

Available-for-sale debt securities Discounted cash flow Discount rate 35.0 %

Contingent purchase price - Plainridge Park Casino Discounted cash flow Discount rate 5.9 %

The following table sets forth the assets measured at fair value on a non-recurring basis during the nine months ended September 30, 2025:

(in millions) Valuation Date Valuation Technique Level 1 Level 2 Level 3 Total Balance Total Reduction in Fair Value

Trademark 4/30/2025 Discounted cash flow

$ — $ — $ 7.0 $ 7.0 $ 15.0

9/30/2025 Discounted cash flow and market approach

$ — $ — $ 766.0 $ 766.0 $ 825.0

As discussed in Note 5, “Goodwill and Other Intangible Assets , ” we recorded an impairment on our ACB trademark at the ACB reporting unit as a result of our strategic decision to rebrand the anticipated new facility as Hollywood Casino Council Bluffs.

The following table presents quantitative information about the significant unobservable inputs used in the fair value measurement of the trademark as of the valuation date below:

(in millions) Fair Value Valuation Technique Unobservable Input Range or Amount

As of April 30, 2025

Trademark $ 7.0 Discounted cash flow

Discount rate 12.5 %

Pre-tax royalty rate 2.3 %

Note 13— Segment Information

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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 Segment Adjusted EBITDAR and provide a reconciliation to net income (loss).

For the three months ended June 30, 2025

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

For the three months ended September 30, 2025

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

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Cash-settled stock-based awards variance 2.9

Loss on disposal of assets ( 0.1 )

Gain on disposal of assets

Pre-opening expenses ( 9.6 )

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Interest income 2.3

Loss on early extinguishment of debt ( 11.8 )

Gain on REIT transaction, net

Loss before income taxes ( 859.8 )

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.

(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 $ 139.5 million for the three months ended September 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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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.

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 (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.

(6) Primarily represents corporate overhead expenses of $ 34.0 million for the three months ended September 30, 2025, which is inclusive of $ 3.9 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:

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and (iv) Greektown Lease.

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

(8) Includes an impairment charge of $ 825.0 million in the Interactive segment.

See Note 5, “Goodwill and Other Intangible Assets.”

(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

For the three months ended September 30, 2024

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

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Cash-settled stock-based awards variance 3.8

Loss on disposal of assets ( 9.1 )

Gain on disposal of assets 0.1

Depreciation and amortization ( 108.7 )

Insurance recoveries, net of deductible charges 2.7

Non-operating items of equity method investments (8)

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Loss before income taxes ( 34.7 )

Income tax benefit 3.2

Income tax expense ( 2.8 )

Net loss $ ( 37.5 )

(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.

(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 $ 104.1 million for the three months ended September 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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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.

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 $ 29.1 million for the three months ended September 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 losses on equity securities held by PENN Interactive as well as miscellaneous income and expense items.

For the six months ended June 30, 2025

For the nine months ended September 30, 2025

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

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Cash-settled stock-based awards variance 9.2

Loss on disposal of assets ( 0.3 )

Gain on disposal of assets

Pre-opening expenses ( 14.5 )

Depreciation and amortization ( 332.7 )

Impairment loss (8)

Impairment losses (8)

Non-operating items of equity method investments (9)

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Interest income 7.6

Gain on REIT transaction, net

Gain on financing arrangement (10)

Loss on early extinguishment of debt ( 11.8 )

Income before income taxes

Loss before income taxes

Income tax expense

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 $ 266.1 million for the six months ended June 30, 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 $ 405.6 million for the nine months ended September 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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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 $ 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.

(6) Primarily represents corporate overhead expenses of $ 108.7 million for the nine months ended September 30, 2025, which is inclusive of $ 21.0 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.

(8) Includes impairment charges of $ 15.0 million in the Midwest segment and $ 825.0 million in the Interactive segment.

See Note 5, “Goodwill and Other Intangible Assets.”

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

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See Note 6, “Long-Term Debt.”

(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

For the nine months ended September 30, 2024

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

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Depreciation and amortization ( 326.5 )

Insurance recoveries, net of deductible charges 2.7

Non-operating items of equity method investments (8)

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Net loss $ ( 179.5 )

(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.

(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 $ 302.8 million for the nine months ended September 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 $ 141.7 million related to the Sportsbook Agreement and $ 53.4 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.

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.

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.

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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.

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.

(6) Primarily represents corporate overhead expenses of $ 78.5 million for the nine months ended September 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 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 June 30, For the six months ended June 30,

For the three months ended September 30, For the nine months ended September 30,

(in millions) 2025 2024 2025 2024

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

Balance sheet as of June 30, 2025

Balance sheet as of September 30, 2025

Investment in and advances to unconsolidated affiliates $ 0.1 $ — $ — $ 77.9 $ — $ 2.4 $ 80.4

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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