What changed in this filing

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Item 1. Financial Statements

2026-04-29 compared with 2025-11-06 · 293 added, 542 removed, 658 unchanged (56% of the section changed)

3 unchanged sentences

CONSOLIDATED BALANCE SHEETS

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

(in millions, except share and per share data) March 31, 2026 December 31, 2025

Current assets

34 unchanged sentences

Exchangeable shares ($ 0.01 par value, 768,441 shares authorized and issued in both periods, 98,920 and 379,821 shares outstanding)

Treasury stock, at cost ( 40,381,533 and 25,166,902 shares)

Treasury stock, at cost ( 45,257,733 shares in both periods)

( 1,137.2 ) ( 1,137.2 )

11 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS

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

For the three months ended March 31,

(in millions, except per share data) 2026 2025

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Depreciation and amortization 117.0 108.0

Impairment losses 825.0 — 840.0 —

Total operating expenses 1,682.0 1,629.7

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

Operating income 97.1 42.8

Other income (expenses)

2 unchanged sentences

Income from unconsolidated affiliates 8.3 7.6

Gain on REIT transaction, net 3.3 — 3.3 —

Gain on financing arrangement — 215.1

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

Other ( 0.4 ) 1.3

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

Total other income (expenses) ( 91.2 ) 116.4

Income before income taxes 5.9 159.2

Income tax expense ( 8.7 ) ( 47.7 )

Net income (loss) ( 2.8 ) 111.5

Net loss attributable to non-controlling interest 0.5 0.3

Net loss attributable to PENN Entertainment, Inc.

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

Loss per share:

Basic loss per share

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

$ ( 2.3 ) $ 111.8

Diluted loss per share

Earnings (loss) per share:

Basic earnings (loss) per share $ ( 0.02 ) $ 0.73

Diluted earnings (loss) per share

$ ( 0.02 ) $ 0.68

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AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

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

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

For the three months ended March 31,

(in millions) 2026 2025

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

Other comprehensive income (loss), net of tax:

Net income (loss) $ ( 2.8 ) $ 111.5

Other comprehensive loss, net of tax:

Foreign currency translation adjustment ( 10.4 ) ( 0.3 )

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

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

Other comprehensive loss ( 10.4 ) ( 0.3 )

Total comprehensive income (loss) ( 13.2 ) 111.2

Comprehensive loss attributable to non-controlling interest 0.5 0.3

Comprehensive loss attributable to PENN Entertainment, Inc.

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

$ ( 12.7 ) $ 111.5

3 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN 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 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

Currency translation adjustment — — — — — — — — — ( 38.2 ) ( 38.2 ) — ( 38.2 )

Net loss — — — — — — — — ( 864.6 ) — ( 864.6 ) ( 0.5 ) ( 865.1 )

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

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

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

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

Currency translation adjustment — — — — — — — — — 18.6 18.6 — 18.6

Net loss — — — — — — — — ( 36.7 ) — ( 36.7 ) ( 0.8 ) ( 37.5 )

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

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

Three Months Ended March 31, 2026 and 2025

Preferred Stock Common Stock Treasury Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total PENN Stockholders’ Equity Non-Controlling Interest Total Stockholders’ Equity

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

2 unchanged sentences

Share-based compensation arrangements — — 836,764 — — — — 14.1 — — 14.1 — 14.1

Share repurchases — — ( 15,214,631 ) — — — ( 269.4 ) — — — ( 269.4 ) — ( 269.4 )

Exchangeable share conversions — — 280,901 — ( 280,901 ) — — — — — — — —

Investment Agreement warrants — — — — — — — 43.0 — — 43.0 — 43.0

Currency translation adjustment — — — — — — — — — ( 10.4 ) ( 10.4 ) — ( 10.4 )

1 unchanged sentence

Other — — — — — — — ( 6.9 ) — — ( 6.9 ) — ( 6.9 )

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 March 31, 2026 — $ — 133,701,923 $ 1.8 98,920 $ — $ ( 1,137.2 ) $ 4,660.0 $ ( 1,492.4 ) $ ( 203.7 ) $ 1,828.5 $ ( 7.0 ) $ 1,821.5

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

Share-based compensation arrangements — — 334,366 — — — — 15.6 — — 15.6 — 15.6

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

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

Share repurchases — — ( 1,413,882 ) — — — ( 25.0 ) — — — ( 25.0 ) — ( 25.0 )

Exchangeable share conversions — — 86,056 — ( 86,056 ) — — — — — — — —

1 unchanged sentence

Currency translation adjustment — — — — — — — — — ( 0.3 ) ( 0.3 ) — ( 0.3 )

Net loss — — — — — — — — ( 178.2 ) — ( 178.2 ) ( 1.3 ) ( 179.5 )

Net income (loss) — — — — — — — — 111.8 — 111.8 ( 0.3 ) 111.5

Other — — — — — — ( 0.1 ) ( 4.9 ) — — ( 5.0 ) — ( 5.0 )

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

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

See accompanying notes to the unaudited Consolidated Financial Statements.

2 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the nine months ended September 30,

For the three months ended March 31,

(in millions) 2026 2025

Operating activities

Net loss $ ( 771.9 ) $ ( 179.5 )

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

Net income (loss) $ ( 2.8 ) $ 111.5

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

Depreciation and amortization 117.0 108.0

Non-cash interest expense 14.2 34.1

Amortization of debt discounts and debt issuance costs 2.1 2.3

Non-cash operating lease expense 97.1 83.5

Gain on REIT transaction, net ( 3.3 ) —

Income from unconsolidated affiliates ( 8.3 ) ( 7.6 )

3 unchanged sentences

Investment Agreement warrant expense — 14.2

Impairment losses 840.0 —

Gain on financing arrangement — ( 215.1 )

Loss on early extinguishment of debt 11.8 —

Changes in operating assets and liabilities

11 unchanged sentences

Capital expenditures ( 94.6 ) ( 125.2 )

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

Proceeds from sale of investments 17.8 0.5

Consideration paid for gaming licenses and other intangible assets ( 29.3 ) ( 49.4 )

Other 9.9 ( 10.7 )

Net cash used in investing activities ( 84.7 ) ( 135.9 )

For the nine months ended September 30,

For the three months ended March 31,

(in millions) 2026 2025

2 unchanged sentences

Repayments of revolving credit facility ( 670.0 ) ( 90.0 )

Repurchases of convertible debt ( 223.8 ) —

Proceeds from issuance of long-term debt 600.0 —

Principal payments on long-term debt ( 9.4 ) ( 9.4 )

Debt issuance costs ( 10.3 ) —

Principal payments on financing obligations ( 11.2 ) ( 10.7 )

2 unchanged sentences

Payments on insurance financing ( 9.4 ) ( 12.4 )

Indemnification payments — ( 30.5 )

Other ( 7.8 ) ( 5.6 )

12 unchanged sentences

Cash paid for interest, net of amounts capitalized $ 107.8 $ 102.0

Cash refunds related to income taxes, net $ 16.7 $ 19.7

Non-cash activities:

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Organization:

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 Entertainment, Inc., together with its subsidiaries (“PENN,” or the “Company,” “we,” “our,” or “us”), operates in 27 jurisdictions throughout North America, with a broadly diversified portfolio of casinos, racetracks, and online sports betting (“OSB”) 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.

The Company’s portfolio is further bolstered by its industry-leading PENN Play TM customer loyalty program, offering its approximately 34 million members a unique set of rewards and experiences.

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

25 unchanged sentences

The Northeast, South, West, and Midwest segments (referred to as our “retail segments”) primarily generate revenue from gaming operations (such as slot machines and table games), food and beverage offerings, and hotel visitation.

The Interactive segment includes all of our online sports betting, online casino/iCasino, and social gaming (collectively referred to as “online gaming”) operations, management of retail sports bet ting, and media operations.

The Interactive segment includes all of our OSB, online casino/iCasino, and social gaming (collectively referred to as “online gaming”) operations, management of retail sports bet ting, and media operations.

See Note 13, “Segment Information” and Note 6, “Leases” for further segment and lease structure information, respectively.

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Hollywood Casino Columbus Columbus, Ohio 2023 Master Lease

Hollywood Casino at Greektown Detroit, Michigan Greektown Lease

Hollywood Casino at Greektown Detroit, Michigan VICI Master Lease

Hollywood Casino Lawrenceburg Lawrenceburg, Indiana AR PENN Master Lease

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L’Auberge Lake Charles Lake Charles, Louisiana Pinnacle Master Lease

Margaritaville Resort Casino Bossier City, Louisiana Margaritaville Lease

Margaritaville Resort Casino Bossier City, Louisiana VICI Master Lease

Ameristar Black Hawk Black Hawk, Colorado Pinnacle Master Lease

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

(4) Pursuant to a joint venture with NASCAR Holdings LLC and includes the Company’s 50 % investment in Kansas Entertainment, LLC (“Kansas Entertainment”), which owns Hollywood Casino at Kansas Speedway.

(4) Pursuant to a joint venture with NASCAR Holdings LLC (“NASCAR”) and includes the Company’s 50 % investment in Kansas Entertainment, LLC (“Kansas Entertainment”), which owns Hollywood Casino at Kansas Speedway.

Revenue Recognition:

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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 September 30, For the nine months ended September 30,

For the three months ended March 31,

(in millions) 2026 2025

3 unchanged sentences

Total complimentaries associated with gaming contracts $ 98.7 $ 93.9

Additionally, the Company provides discretionary complimentaries in the form of online casino gaming slots and table games and online sports betting free play bonuses.

Free play bonuses provided to patrons indirectly contribute to the gaming revenue earned by the Company and are recorded as a reduction of “Gaming” revenues.

Additionally, the Company provides discretionary complimentaries in the form of iCasino and OSB free play bonuses.

Free play bonuses provided to patrons as an inducement to gamble on the Company’s digital sports betting and iCasino apps are recorded as a reduction of “Gaming” revenues.

Customer-related Liabilities

The Company has three general types of liabilities related to contracts with customers:

(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.

(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 OSB and/or iCasino partners for OSB 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, 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 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.

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 $ 33.1 million and $ 29.8 million as of March 31, 2026 and December 31, 2025, respectively, and consisted primarily of the obligation associated with the loyalty points.

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

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(vi) outstanding chip liabilities;

(vii) unclaimed jackpots;

and (viii) gift cards redeemable at our properties.

and (vii) unclaimed jackpots.

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 $ 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 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’s advance payments on goods and services yet to be provided and for unpaid wagers were $ 117.1 million and $ 133.7 million as of March 31, 2026 and December 31, 2025, 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, which enters into multi-year agreements with third-party OSB and/or iCasino partners for OSB and iCasino market access across our portfolio of properties.

As of March 31, 2026 and December 31, 2025, our deferred revenue balance was $ 37.4 million and $ 34.1 million, respectively, the majority of which is included in “Other long-term liabilities” within the unaudited Consolidated Balance Sheets.

During the three months ended March 31, 2026 and 2025, we recognized revenue of $ 1.7 million and $ 3.6 million, respectively, that was included in the December 31, 2025 and 2024 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 $ 85.1 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.

Advertising expenses, which generally relate to media placement costs and are primarily included in “Gaming” expenses within the unaudited Consolidated Statements of Operations were $ 40.6 million and $ 99.9 million for the three months ended March 31, 2026 and 2025, respectively.

During the three months ended March 31, 2025, advertising expense included 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.

(together, “ESPN”) pursuant to the Sportsbook Agreement (the “Sportsbook Agreement”) which was terminated on November 5, 2025.

Gaming and Pari-mutuel Taxes:

We are subject to gaming and pari-mutuel taxes based on gross gaming revenue and pari-mutuel revenue in the jurisdictions in which we operate, as well as taxes on revenues derived from arrangements which allow for third-party online sports betting and/or iCasino partners to operate online sportsbooks and iCasinos under our gaming licenses.

We are subject to gaming and pari-mutuel taxes based on gross gaming revenue and pari-mutuel revenue in the jurisdictions in which we operate, as well as taxes on revenues derived from arrangements which allow for third-party OSB and/or iCasino partners to operate online sportsbooks and iCasinos under our gaming licenses.

The Company primarily recognizes gaming and pari-mutuel tax expense based on the statutorily required percentage of revenue that is required to be paid to state, provincial and/or local jurisdictions in the states and provinces where or in which the wagering occurs.

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 $ 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.

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 $ 686.0 million and $ 609.9 million for the three months ended March 31, 2026 and 2025, respectively.

Foreign Currency Translation:

9 unchanged sentences

Basic earnings or loss per share (“EPS”) is computed by dividing net income or loss applicable to common stock by the weighted-average number of common shares outstanding during the period.

Diluted EPS reflects the additional dilution, if any, for all potentially-dilutive securities such as warrants, stock options, unvested restricted stock awards (“RSAs”) and restricted stock units (“RSUs”) (collectively with RSAs, “restricted stock”), and convertible debt.

Guarantees and Indemnifications:

The Company accounts for indemnity obligations in accordance with ASC Topic 460-20, “Contingencies” and records a liability at fair value.

On August 8, 2023, we entered into a stock purchase agreement with David Portnoy (the “Barstool SPA”) and we sold 100 % of the outstanding shares of Barstool common stock.

Pursuant to the Barstool SPA, the Company agreed to indemnify Barstool and its subsidiaries and David Portnoy for certain tax matters.

The indemnity provisions generally provide for the Company’s control of defense and settlement of claims, as well as certain other costs associated with potential tax matters related to Barstool and its subsidiaries and David Portnoy.

Claims under the indemnification are paid upon demand.

Provisions in the Barstool SPA limit the time within which an indemnification claim can be made to the later of the resolution of the indemnification claim or the relevant statutes of limitations.

In the second quarter of 2024, the Company paid $ 30.5 million in settlement costs under this indemnification obligation.

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 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.

See Note 9, “Commitments and Contingencies” for more information.

Note 3— New Accounting Pronouncements

Accounting Pronouncements Adopted

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures” (“ASU 2023-07”).

ASU 2023-07 updates the requirements for a public entity to disclose its significant segment expense categories and amounts for each reportable segment.

A significant segment expense is considered an expense that is significant to the segment, regularly provided to or easily computed from information regularly provided to the chief operating decision maker, and included in the reported measure of segment profit or loss.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

ASU 2023-07 required a retrospective adoption to all prior periods presented in the financial statements.

The adoption of ASU 2023-07 resulted in additional disclosures in the notes to the unaudited Consolidated Financial Statements.

See Note 13, “Segment Information.”

In November 2024, the FASB issued ASU 2024-04, “Debt—Debt with Conversion and Other Options (Subtopic 470-20):

Induced Conversions of Convertible Debt Instruments” (“ASU 2024-04”).

ASU 2024-04 clarifies the determination of accounting treatment required for settlement of convertible debt (particularly, cash convertible instruments) at terms that differ from the original conversion terms.

ASU 2024-04 is effective for fiscal years beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, and was adopted on a prospective basis.

The adoption of ASU 2024-04 did not have a material impact on our unaudited Consolidated Financial Statements.

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

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

ASU 2025-05 introduces optional relief for entities estimating expected credit losses on accounts receivable and contract assets arising from revenue transactions under ASC 606, “Revenue from Contracts with Customers.” The guidance allows entities to apply a practical expedient assuming current conditions persist over the asset’s life, and for certain non-public entities, to consider post-balance sheet cash collections when estimating credit losses.

ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, and was adopted on a prospective basis.

The adoption of ASU 2025-05 did not have a material impact on our unaudited Consolidated Financial Statements.

Accounting Pronouncements to be Implemented

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures” (“ASU 2023-09”).

ASU 2023-09 updates the requirements for a public entity to enhance income tax disclosures to provide a better assessment on how an entity’s operations, related tax risks, tax planning, and operational opportunities affect its tax rate and prospects for future cash flows.

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

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):

3 unchanged sentences

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, on a prospective or retrospective basis, with early adoption permitted.

We are assessing the guidance and currently expect adoption of the new standard to result in additional disclosures in the notes to the Consolidated Financial Statements.

In November 2024, the FASB issued ASU 2024-04, “Debt—Debt with Conversion and Other Options (Subtopic 470-20):

Induced Conversions of Convertible Debt Instruments” (“ASU 2024-04”).

ASU 2024-04 is effective for fiscal years beginning after December 15, 2025, on a prospective or retrospective basis, with early adoption permitted.

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 the Consolidated Financial Statements.

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

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

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

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

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

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

We are assessing the guidance and currently expect adoption of the new standard to result in additional disclosures in the notes to the unaudited Consolidated Financial Statements.

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

2 unchanged sentences

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.

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

Note 4— Revenue Disaggregation

Our revenues are generated primarily by providing the following types of services:

(i) gaming, inclusive of retail sports betting, iCasino, and online sports betting;

(i) gaming, inclusive of retail sports betting, iCasino, and OSB;

(ii) food and beverage;

and (iv) other.

Other revenues are primarily comprised of PENN Interactive’s revenues generated from third-party online sports betting and the related gross-up for taxes, racing operations, advertising, retail, and commissions received on ATM transactions.

Other revenues are primarily comprised of PENN Interactive’s revenues generated from third-party iCasino and OSB, in addition to the related gross-up for taxes, racing operations, media advertising, retail, and commissions received on ATM transactions.

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 September 30, 2025

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

Other Intersegment Eliminations (2)

Gaming $ 617.2 $ 215.2 $ 98.4 $ 265.1 $ 129.3 $ — $ — $ 1,325.2

Food and beverage 36.7 39.0 19.0 15.7 — 0.6 — 111.0

Hotel 14.0 26.1 16.4 9.9 — — — 66.4

Other 22.6 10.7 4.5 7.6 168.4 3.5 ( 2.6 ) 214.7

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

For the three months ended September 30, 2024

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

Other Intersegment Eliminations (2)

Gaming $ 609.9 $ 220.2 $ 89.8 $ 259.1 $ 109.0 $ — $ — $ 1,288.0

Food and beverage 35.8 34.0 18.7 15.5 — 0.5 — 104.5

Hotel 15.7 23.6 17.8 10.4 — — — 67.5

Other 23.4 10.3 5.5 7.2 135.6 3.5 ( 6.3 ) 179.2

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

For the nine months ended September 30, 2025

For the three months ended March 31, 2026

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

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Total revenues $ 687.1 $ 281.3 $ 145.8 $ 305.9 $ 358.3 $ 5.2 $ ( 4.5 ) $ 1,779.1

For the nine months ended September 30, 2024

For the three months ended March 31, 2025

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

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Total revenues $ 680.9 $ 288.3 $ 129.7 $ 282.9 $ 290.1 $ 5.3 $ ( 4.7 ) $ 1,672.5

(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.

(1) Other revenues within the Interactive segment are inclusive of gaming tax reimbursement amounts related to third-party OSB and/or iCasino partners for OSB and iCasino market access of $ 185.8 million and $ 128.2 million for the three months ended March 31, 2026 and 2025, 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 5— Long-Term Debt

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

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

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

(in millions) March 31, 2026 December 31, 2025

Amended Credit Facilities:

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4.125 % Notes due 2029

6.75 % Notes due 2031

2.75 % Convertible Notes due 2026

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Current maturities of long-term debt ( 38.3 ) ( 38.2 )

Debt discounts ( 2.7 ) ( 3.1 )

Debt issuance costs ( 16.2 ) ( 23.5 )

Debt discounts and debt issuance costs ( 25.0 ) ( 17.0 )

$ 2,885.6 $ 2,848.9

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

The following is a schedule of future minimum repayments of long-term debt as of March 31, 2026:

(in millions)

Years ending December 31:

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

2026 (excluding the three months ended March 31, 2026)

Thereafter 604.7

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Amended Credit Facilities

On May 3, 2022, the Company entered into a Second Amended and Restated Credit Agreement with its various lenders (the “Second Amended and Restated Credit Agreement”).

The Second Amended and Restated Credit Agreement provides for a $ 1.0 billion revolving credit facility, undrawn at close, (the “Amended Revolving Credit Facility”), a five-year $ 550.0 million term loan A facility (the “Amended Term Loan A Facility”) and a seven-year $ 1.0 billion term loan B facility (the “Amended Term Loan B Facility”) (together, the “Amended Credit Facilities”).

On May 3, 2022, the Company entered into an agreement with its various lenders to amend and restate its previous credit agreement (the “Second Amended and Restated Credit Agreement”).

The Second Amended and Restated Credit Agreement provides for a $ 1.0 billion revolving credit facility (the “Amended Revolving Credit Facility”), a five-year $ 550.0 million term loan A facility (the “Amended Term Loan A Facility”) and a seven-year $ 1.0 billion term loan B facility (the “Amended Term Loan B Facility”) (together, the “Amended Credit Facilities”).

The proceeds from the Amended Credit Facilities were used to repay the balances of the previous credit facilities.

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

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

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

As of 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 September 30, 2025, the Company had $ 510.0 million drawn on the Amended Revolving Credit Facility.

Subsequent to quarter end, on April 16, 2026, PENN entered into a Third Amendment (the “Third Amendment Agreement”) to its Second Amended and Restated Credit Agreement.

The Third Amendment Agreement, among other things, refinanced and extended the term of the Company’s $ 1.0 billion Amended Revolving Credit Facility and $ 446.9 million Amended Term Loan A Facility (together, as so amended, the “Amended Facilities”).

The Amended Facilities will mature in April 2031, subject to an earlier springing maturity 91 days inside certain of the Company’s existing debt obligations in the event that such debt remains outstanding and has not been refinanced, unless certain liquidity conditions are met.

The interest rate margins applicable to the Amended Revolving Credit Facility and Amended Term Loan A Facility were unchanged by the Third Amendment Agreement, except that the Third Amendment Agreement removed the credit spread adjustment applicable to SOFR borrowings under the Amended Revolving Credit Facility and Amended Term Loan A Facility.

After the refinancing, the borrowing capacity under the Amended Facilities will be available for future working capital and other general corporate purposes.

The Company’s existing Amended Term Loan B Facility remains outstanding and was not refinanced as part of the Third Amendment Agreement.

The maturity of the Company’s Amended Term Loan B Facility remains unchanged.

As of March 31, 2026, the Company had $ 25.0 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 $ 951.1 million of available borrowing capacity under the Amended Revolving Credit Facility.

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.

As of April 28, 2026, the Company had no outstanding borrowings under its Amended Revolving Credit Facility;

and continued to have $ 23.9 million in outstanding letters of credit, resulting in $ 976.1 million in available borrowing capacity.

6.75 % Senior Unsecured Notes

On March 16, 2026, the Company completed an offering of $ 600.0 million aggregate principal amount of 6.75 % senior unsecured notes that mature on April 1, 2031 (the “ 6.75 % Notes”).

The 6.75 % Notes were issued at par and interest is payable semi-annually on April 1st and October 1st of each year.

The 6.75 % Notes are not guaranteed by any of the Company’s subsidiaries except in the event that the Company, in the future, issues certain subsidiary-guaranteed debt securities.

The Company may redeem the 6.75 % Notes at any time on or after April 1, 2028, at the declining redemption premiums set forth in the indenture governing the 6.75 % Notes, and, prior to April 1, 2028, at a “make-whole” redemption premium set forth in the indenture governing the 6.75 % Notes.

Net proceeds of the 6.75 % Notes were used to repay borrowings under the Amended Revolving Credit Facility.

5.625 % Senior Unsecured Notes

On January 19, 2017, the Company completed an offering of $ 400.0 million aggregate principal amount of 5.625 % senior unsecured notes that mature on January 15, 2027 (the “ 5.625 % Notes”).

The 5.625 % Notes were issued at par and interest is payable semi-annually on January 15th and July 15th of each year.

The 5.625 % Notes are not guaranteed by any of the Company’s subsidiaries except in the event that the Company, in the future, issues certain subsidiary-guaranteed debt securities.

The Company may redeem the 5.625 % Notes at any time on or after January 15, 2022, at the declining redemption premiums set forth in the indenture governing the 5.625 % Notes.

As of March 31, 2026, the 5.625 % Notes are scheduled to mature within the next twelve months .

However, the Company has classified this obligation as long-term based on its intent and ability to refinance on a long-term basis.

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 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 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) September 30, 2025 December 31, 2024

Principal $ 106.7 $ 330.5

Unamortized debt issuance costs ( 0.4 ) ( 2.6 )

Net carrying amount $ 106.3 $ 327.9

As of March 31, 2026, the Convertible Notes are scheduled to mature within the next twelve months .

However, the Company has classified this obligation as long-term based on its intent and ability to refinance on a long-term basis.

As of March 31, 2026 and December 31, 2025, none of the Convertible Notes have been converted into shares of 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 March 31, 2026.

Interest expense, net

The table below presents interest expense, net:

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

For the three months ended March 31,

(in millions) 2026 2025

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Interest expense, net $ 101.0 $ 110.8

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

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

(in millions) 2025 2024 2025 2024

Coupon interest $ 1.1 $ 2.3 $ 5.1 $ 6.8

Amortization of debt issuance costs 0.1 0.4 0.9 1.3

Convertible Notes interest expense $ 1.2 $ 2.7 $ 6.0 $ 8.1

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 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.

In addition, our Amended Credit Facilities, 5.625 % Notes and 4.125 % Notes, restrict, among other things, our ability to incur additional indebtedness, incur guarantee obligations, amend debt instruments, pay dividends, create liens on assets, make investments, engage in mergers or consolidations, and otherwise restrict corporate activities.

Our Amended Credit Facilities, 5.625 % Notes, 4.125 % Notes due 2029 (the “ 4.125 % Notes”), and 6.75 % Notes, require us, among other obligations, to maintain specified financial ratios and to satisfy certain financial tests.

In addition, our Amended Credit Facilities, 5.625 % Notes, 4.125 % Notes, and 6.75 % Notes, restrict, among other things, our ability to incur additional indebtedness, incur guarantee obligations, amend debt instruments, pay dividends, create liens on assets, make investments, engage in mergers or consolidations, and otherwise restrict corporate activities.

Our debt agreements also contain customary events of default, including cross-default provisions that require us to meet certain requirements under the Master Leases (which are defined in Note 6, “Leases” ), each with GLPI.

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

As of March 31, 2026, 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.

Other Long-Term Obligation

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 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 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 $ 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.

In February 2021, the Company entered into a financing arrangement with a third-party, which provided the Company with upfront and non-refundable cash proceeds while permitting us to participate in future proceeds on certain insurance coverage claims for economic losses PENN sustained due to the COVID-19 pandemic.

During the three months ended March 31, 2025, the Company determined that obligations under these claims were no longer probable and therefore recognized a $ 215.1 million non-cash gain, which was recorded as “Gain on financing arrangement” within the unaudited Consolidated Statements of Operations.

Note 6— Leases

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

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

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

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

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 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 land and building components contained within the AR PENN Master Lease are classified as operating leases and the related expenses are included in “General and administrative” within the unaudited Consolidated Statements of Operations.

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

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

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

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

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

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 the 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 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, 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.

and (ii) a percentage, based on the then-current GLPI stock price, of any project funding received by PENN from GLPI for 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 $ 350.0 million in aggregate for the Other Development Projects, as discussed below.

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

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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.

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.

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

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.

In connection with the August 1, 2025 lease modification, the Company reassessed the land and building components contained within the 2023 Master Lease and remeasured the related lease liabilities.

The assessment and remeasurement included the following elements:

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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.

Effective November 3, 2025, 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.

In connection with the November 3, 2025 lease modification, the Company reassessed the land and building components contained within the 2023 Master Lease and remeasured the related lease liabilities.

The assessment and remeasurement included an $ 11.7 million increase in annual rent, which is specific to the lease back of the real estate assets related to the new M Resort hotel tower, 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.

As of the modification date, the Company recognized an additional ROU asset and corresponding lease liability of $ 94.0 million in the unaudited Consolidated Balance Sheets.

The land and building components contained within the 2023 Master Lease are classified as operating leases and the related expenses are included in “General and administrative” within the unaudited Consolidated Statements of Operations.

With respect to both the August 1, 2025 and November 3, 2025 lease modifications, 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 periods 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.

We have requested $ 216.3 million in funding from GLPI for the Aurora Project (representing the $ 225.0 million commitment of GLPI less costs incurred to-date by GLPI with respect to the land associated with the Aurora Project), which we have not yet received.

We did not request or receive any funding from GLPI for the Columbus Project, and GLPI’s funding commitment expired on December 31, 2025.

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 the unaudited Consolidated Statements of Operations.

Expenses related to lease components classified as finance leases 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.

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

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

Other Triple Net Leases with REIT Landlords

VICI Master Lease

On December 4, 2025, the Company entered into a triple net master lease with VICI Properties Inc.

VICI) (“VICI”) (“VICI Master Lease”) which amended and restated the Margaritaville Lease and the Greektown Lease (both as defined below) into a single combined lease.

The VICI Master Lease has an initial term through May 23, 2034, with four subsequent five-year renewal periods on the same terms and conditions, exercisable at the Company’s option.

Upon execution of the VICI Master Lease, initial annual rent was set at $ 80.7 million, representing the aggregate annual rent under the Margaritaville Lease and the Greektown Lease in effect immediately prior to December 4, 2025.

Annual rent will increase by 1.0 % to $ 81.5 million effective June 1, 2026 and, thereafter, will be subject to an annual escalator of up to 1.0 % each June 1, depending on a minimum coverage floor ratio of Net Revenue to Rent to be determined over the performance period from June 1, 2025 to May 31, 2026 (as defined within the VICI Master Lease).

We determined that the execution of the VICI Master Lease constituted a lease modification under ASC 842.

As such, the Company reassessed the land and building components and remeasured the related lease liabilities.

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

As of the modification date, the Company recognized an additional ROU asset and corresponding lease liability of $ 53.5 million in our unaudited Consolidated Balance Sheets.

With respect to the December 4, 2025 lease modification, we concluded that the lease term ends on May 23, 2034, the expiration of the initial 15 -year lease period and that the four optional five-year renewal periods are not included in the lease term.

Margaritaville Lease

Prior to the execution of the VICI Master Lease as described above, on January 1, 2019, the Company had entered into an individual triple net lease with VICI for the real estate assets used in the operations of Margaritaville Resort Casino (the “Margaritaville Lease”).

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

The payment structure under the Margaritaville Lease included a fixed component, a portion that was 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 was based on performance, which was 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 .

Prior to the effective date of the VICI Master Lease, the land and building components within the Margaritaville Lease were classified as operating leases and the related expenses were included to “General and administrative” within our unaudited Consolidated Statements of Operations.

Greektown Lease

Prior to the execution of the VICI Master Lease as described above, on May 23, 2019, the Company had entered into an individual triple net lease with VICI for the real estate assets used in the operations of Hollywood Casino at Greektown (the “Greektown Lease”).

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

The payment structure under the Greektown Lease included 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 was based on performance, which was 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 .

Prior to the effective date of the VICI Master Lease, the land and building components within the Greektown Lease were classified as operating leases and the related expenses were included in “General and administrative” within our unaudited Consolidated Statements of Operations.

Morgantown Lease

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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 the unaudited Consolidated Balance Sheets.

As such we recognized a financing obligation in accordance with 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.

Margaritaville Lease

On January 1, 2019, the Company entered into an individual triple net lease with VICI Properties Inc.

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

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

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”).

As a result of the annual escalator test, effective as of February 1 for the lease year ended January 31, the fixed components of rent and an additional ROU asset and corresponding lease liability were recognized as follows:

(in millions) 2025

Annual escalator

Operating ROU asset and lease liability recognized

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

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

(in millions) 2025

Decrease to the performance-based component of rent

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 the unaudited Consolidated Statements of Operations.

Greektown Lease

On May 23, 2019, the Company entered into an individual triple net lease with VICI for the real estate assets used in the operations of Hollywood Casino at Greektown (the “Greektown Lease”).

The Greektown 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 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 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.

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

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

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

(in millions) 2025

Increase to the performance-based component of rent $ 1.1

Operating ROU asset and lease liability recognized

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

We refer to the Master Leases, VICI Master Lease, Margaritaville Lease (prior to December 4, 2025), Greektown Lease (prior to December 4, 2025), and Morgantown Lease, collectively, as our “Triple Net Leases.”

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;

In addition to any operating lease components contained within the Master Leases, VICI Master Lease, Margaritaville Lease (prior to December 4, 2025), and Greektown Lease (prior to December 4, 2025, and 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.

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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 September 30, 2025:

The following is a maturity analysis of our operating leases, finance leases, and financing obligations as of March 31, 2026:

(in millions) Operating Leases Finance Leases Financing Obligations

Year ended December 31,

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

2026 (excluding the three months ended March 31, 2026) $ 491.1 $ 111.9 $ 124.9

2027 657.5 147.3 166.6

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

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

For the three months ended March 31,

(in millions) 2026 2025

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Pinnacle Master Lease 87.4 87.4

VICI Master Lease (1)

Margaritaville Lease (1)

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Total $ 247.7 $ 240.0

(1) Prior to December 4, 2025, lease payments made to VICI related to the Margaritaville and Greektown individual triple net leases;

effective December 4, 2025, lease payments made to VICI relate to the VICI Master Lease.

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Weighted-Average Remaining Lease Term

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Location on unaudited

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

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

(in millions) 2026 2025

Operating Lease Costs

Rent expense associated with triple net operating leases General and administrative $ 158.1 $ 154.9 $ 470.0 $ 464.6

Rent expense associated with triple net operating leases (1)

General and administrative $ 163.3 $ 155.9

Operating lease cost (2)

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Interest expense, net $ 36.6 $ 37.2

(1) Pertains to the following operating leases:

(i) AR PENN Master Lease;

(ii) 2023 Master Lease;

(iii) Margaritaville Lease (for the period January 1, 2025 to March 31, 2025);

(iv) Greektown Lease (for the period January 1, 2025 to March 31, 2025);

and (v) VICI Master Lease (for the period January 1, 2026 to March 31, 2026).

(2) Excludes the operating lease costs and variable lease costs pertaining to our triple net leases with our REIT landlords classified as operating leases.

(2) Pertains to finance lease components associated with the Pinnacle Master Lease (primarily land).

(3) Pertains to finance lease components associated with the Pinnacle Master Lease (land).

(4) Pertains to the components contained within the Pinnacle Master Lease (buildings) and the Morgantown Lease.

Supplemental cash flow information related to leases was as follows:

For the nine months ended September 30,

For the three months ended March 31,

(in millions) 2026 2025

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Commencement of operating leases $ 1.8 $ 11.6

Derecognition of operating lease liabilities $ 122.2 $ —

Commencement of finance leases $ 0.3 $ 0.2

Note 7— Investments in and Advances to Unconsolidated Affiliates

As of March 31, 2026, investments in and advances to unconsolidated affiliates primarily consisted of the Company’s 50 % investment in Kansas Entertainment, the joint venture with NASCAR that owns Hollywood Casino at Kansas Speedway.

Kansas Entertainment Joint Venture

As of March 31, 2026 and December 31, 2025, our investment in Kansas Entertainment was $ 77.6 million and $ 77.8 million, respectively.

During the three months ended March 31, 2026 and 2025, the Company received distributions from Kansas Entertainment totaling $ 8.8 million and $ 8.3 million, respectively.

The Company deems these distributions to be returns on its investment based on the source of those cash flows from the normal business operations of Kansas Entertainment.

The Company has determined that Kansas Entertainment does not qualify as a VIE.

Using the guidance for entities that are not VIEs, the Company determined that it did not have a controlling financial interest in the joint venture, primarily as it did not have the ability to direct the activities of the joint venture that most significantly impacted the joint venture’s economic performance without the input of NASCAR.

Therefore, the Company did not consolidate the financial position of Kansas Entertainment as of March 31, 2026 and December 31, 2025, nor the results of operations for the three months ended March 31, 2026 and 2025.

Note 8— Income Taxes

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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 ( 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;

The effective tax rate (income taxes as a percentage of income from operations before income taxes) including discrete items was 36.8 % and 26.2 % for the three months ended March 31, 2026 and 2025, respectively.

The change in the effective tax rate for the three months ended March 31, 2026, as compared to the prior-year period, 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;

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

As of March 31, 2026, 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 2026 and projected future income levels.

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 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.

As of March 31, 2026 and December 31, 2025, the Company had prepaid income taxes of $ 16.7 million and $ 35.7 million, respectively, which were included in “Prepaid expenses” within the unaudited Consolidated Balance Sheets.

Note 9— Commitments and Contingencies

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The Company does not believe that the final outcome of these matters will have a material adverse effect on its financial position, results of operations, or cash flows.

ESPN Sportsbook and Investment Agreements

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.

See Note 2, “Significant Accounting Policies and Basis of Presentation” for further information.

Indemnification Liability

On August 8, 2023, we entered into a stock purchase agreement with David Portnoy (the “Barstool SPA”) and we sold 100 % of the outstanding shares of Barstool Sports, Inc.

(“Barstool” or “Barstool Sports”) common stock.

Pursuant to the Barstool SPA, the Company agreed to indemnify Barstool and its subsidiaries and David Portnoy for certain tax matters.

Claims under the indemnification are paid upon demand.

Provisions in the Barstool SPA limit the time within which an indemnification claim can be made to the later of the resolution of the indemnification claim or the relevant statutes of limitations.

As of both periods ended March 31, 2026 and December 31, 2025, the Company has recorded a liability of $ 39.5 million for this agreement.

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

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

Note 10— Stockholders’ Equity and Stock-Based Compensation

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Each Exchangeable Share is exchangeable into one share of PENN common stock at the option of the holder, subject to certain adjustments.

Upon the acquisition of theScore, certain employees of theScore elected to have their outstanding equity awards, which were assumed under theScore plan (as defined below), issued as Exchangeable Shares, once the shares vest or are exercised.

Upon the acquisition of theScore, certain employees of theScore elected to have their outstanding equity awards issued as Exchangeable Shares once the shares vest or are exercised.

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 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.

The Company did not issue any Exchangeable Shares during the three months ended March 31, 2026 and 2025, respectively.

As of both March 31, 2026 and December 31, 2025, there were 768,441 Exchangeable Shares authorized, of which 98,920 shares and 379,821 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.

On October 30, 2025, the Board of Directors approved a new $ 750.0 million share repurchase program (the “October 2025 Authorization”), which commenced on January 1, 2026 and expires on December 31, 2028.

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

Share repurchases may be made from time to time through a Rule 10b5-1 trading plan, open market transactions, block trades, or in private transactions in accordance with applicable securities laws and regulations and other legal requirements.

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 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.

No shares of the Company’s common stock were repurchased during the three months ended March 31, 2026.

During the three months ended March 31, 2025, the Company repurchased 1,413,882 shares of its common stock in open market transactions for $ 25.0 million at an average price of $ 17.67 per share under the previous $ 750.0 million authorization approved on December 6, 2022.

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

On June 7, 2022, the Company’s shareholders, upon the recommendation of the Company’s Board of Directors, approved the Company’s 2022 Long Term Incentive Compensation Plan (the “2022 Plan”).

The 2022 Plan authorizes the Company to issue stock options (incentive and/or non-qualified), stock appreciation rights (“SARs”), restricted stock (shares and/or units), performance awards (shares and/or units), and cash awards to executive officers, non-employee directors, other employees, consultants, and advisors of the Company and its subsidiaries.

Non-employee directors and consultants are eligible to receive all such awards, other than incentive stock options.

Pursuant to the 2022 Plan, an initial 6,870,000 shares of the Company’s common stock were reserved for issuance, plus any shares of common stock subject to outstanding awards under both the previous 2018 Long Term Incentive Compensation Plan, as amended (“2018 Plan”) and Score Media and Gaming Inc.

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

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

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

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

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

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

As of September 30, 2025, there are 8,217,921 shares available for future grants under the 2022 Plan – Second Amendment.

The 2022 Long Term Incentive Compensation Plan, approved by shareholders on June 7, 2022, authorizes stock options, stock appreciation rights, restricted stock, performance awards, and cash awards for executive officers, non-employee directors, other employees, consultants, and advisors of the Company and its subsidiaries.

Non-employee directors and consultants are eligible to receive all awards other than incentive stock options.

Shareholders approved amendments to the plan on June 6, 2023 and June 17, 2025.

The amendment on June 17, 2025 increased the total shares reserved for issuance to 22,067,275 shares.

Equity-settled awards count against the limit on a one -for-one basis, while awards not settled in common stock do not.

As of March 31, 2026, there were 7,290,238 shares available for future grants.

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 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.

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

Stock-based Compensation Expense

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 $ 16.8 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 September 30, For the nine months ended September 30,

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

The Company did not grant restricted units with performance-based vesting conditions during the three months ended March 31, 2026 and 2025.

Subsequent to quarter end, in April 2026, the Company granted 726,565 restricted units with performance- and market-based vesting conditions, at target, under the current performance share program.

The restricted performance units granted in 2026 consist of one three-year performance period over a three-year service period that ends on December 31, 2028.

The awards may be earned at between 0 % and 200 % of target based on achievement of a specified financial performance goal, subject to further adjustment (± 20 %) based on the Company’s relative total shareholder return “TSR” for the three-year performance period compared to a specified stock market index.

The TSR modifier also incorporates a downside safeguard, such that no upward TSR modifier will apply if three-year absolute TSR is negative.

Any earned shares remain subject to vesting over the full three-year service period.

Note 11— Earnings (Loss) Per Share

For the three months ended March 31, 2026, we recorded a net loss attributable to PENN.

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

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

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

For the three months ended March 31,

(in millions) 2026

Assumed conversion of dilutive stock options — 0.1 — 0.1

Assumed conversion of dilutive restricted stock 0.6

Assumed conversion of convertible debt 4.6

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,

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

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

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

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

For the three months ended March 31,

(in millions) 2025

Weighted-average common shares outstanding 152.3

Assumed conversion of:

Dilutive stock options 0.1

Dilutive restricted stock 0.5

Convertible debt (1)

Weighted-average common shares outstanding - Diluted 167.0

(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 were not met as of March 31, 2026 and 2025 were excluded from the computation of diluted EPS.

The prior year period included warrants outstanding prior to the November 5, 2025 amendment to the Investment Agreement, pursuant to which the Initial Warrants were deemed vested through and including February 8, 2026, and the remaining unvested warrants were forfeited and cancelled for no consideration.

Anti-dilutive options and warrants to purchase 13.8 million and 35.6 million shares were outstanding for the three months ended March 31, 2026 and 2025, 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 earnings (loss) per share for the Company’s common stock for the three months ended March 31, 2026 and 2025:

For the three months ended March 31,

(in millions, except per share data) 2026 2025

Calculation of basic loss per share:

Net loss applicable to common stock

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

Calculation of basic earnings (loss) per share:

Net income (loss) applicable to common stock $ ( 2.3 ) $ 111.8

Weighted-average shares outstanding — PENN Entertainment, Inc.

143.1 151.7 147.8 151.6

Weighted-average shares outstanding — Exchangeable Shares

0.4 0.5 0.4 0.5

Weighted-average common shares outstanding — basic

143.5 152.2 148.2 152.1

Basic loss per share

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

Calculation of diluted loss per share:

Diluted loss applicable to common stock

Basic earnings (loss) per share

$ ( 0.02 ) $ 0.73

Calculation of diluted earnings (loss) per share:

Net income (loss) applicable to common stock $ ( 2.3 ) $ 111.8

Interest expense, net of tax (1) :

Convertible Notes — 1.8

Diluted income applicable to common stock $ ( 2.3 ) $ 113.6

Weighted-average common shares outstanding — diluted

143.5 152.2 148.2 152.1

Diluted loss per share

Diluted earnings (loss) per share

$ ( 0.02 ) $ 0.68

(1) The tax-affected rate was 21% for both of the three months ended March 31, 2026 and 2025.

Note 12— Fair Value Measurements

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Long-Term Debt

The fair value of o ur Amended Credit Facilities, 5.625 % Notes, 4.125 % Notes, and the Convertible Notes is estimated based on quoted prices in active markets.

On March 16, 2026, the Company issued $ 600.0 million of unsecured notes due 2031 at an interest rate of 6.75 %.

See Note 5, “Long-Term Debt” for more information.

The fair value of o ur Amended Credit Facilities, 5.625 % Notes, 4.125 % Notes, 6.75 % Notes, and the Convertible Notes is estimated based on quoted prices in active markets.

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

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.

As discussed in Note 6, “Long-Term Debt,” other long-term obligations as of December 31, 2024 included a third-party financing arrangement entered into in February 2021.

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

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

Other Liabilities

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.

Indemnification Liability

As of both periods ended March 31, 2026 and December 31, 2025, other liabilities include a $ 39.5 million tax indemnification, as described in Note 9, “Commitments and Contingencies.” 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 September 30, 2025 and December 31, 2024.

Available-for-Sale Debt Securities

The Company acquired 12.0 % secured convertible notes in a third-party technology provider on April 7, 2023 for $ 20.0 million, due on the third-year anniversary of the date of issuance.

On February 2, 2026, the Company amended the terms of the convertible notes to extend the maturity date to April 2029.

As of both periods ended March 31, 2026 and December 31, 2025, the balance of the convertible notes was $ 26.4 million, which is reported in “Other assets” in our unaudited Consolidated Balance Sheets.

The fair value of the convertible notes was determined using valuation models that utilize Level 3 measurements.

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

September 30, 2025

March 31, 2026

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

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$ 396.7 $ 373.0 $ — $ 373.0 $ —

$ 589.8 $ 582.0 $ — $ 582.0 $ —

Convertible Notes $ 106.6 $ 106.2 $ — $ 106.2 $ —

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Cash and cash equivalents $ 686.6 $ 686.6 $ 686.6 $ — $ —

Equity securities $ 10.6 $ 10.6 $ 10.6 $ — $ —

Available-for-sale debt securities $ 26.4 $ 26.4 $ — $ — $ 26.4

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Other liabilities $ 42.8 $ 42.8 $ — $ 2.7 $ 40.1

(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:

(in millions) Other Assets and Liabilities

Balance as of January 1, 2025 $ 274.6

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 September 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 March 31, 2026:

Valuation Technique Unobservable Input Discount Rate

Available-for-sale debt securities Discounted cash flow Discount rate 32.5 %

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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See Note 2, “Significant Accounting Policies and Basis of Presentation” for further information.

The Other category, included in the tables to reconcile the segment information to the consolidated information, consists of our stand-alone racing operations, namely Sanford-Orlando Kennel Club, Sam Houston and Valley Race Park, the Company’s joint venture interests in Freehold Raceway (which ceased operations on December 28, 2024), and our management contract for Retama Park Racetrack.

The Other category, included in the tables to reconcile the segment information to the consolidated information, consists of our stand-alone racing operations, namely Sanford-Orlando Kennel Club, Sam Houston and Valley Race Park , and our management contract for Retama Park Racetrack.

The Other category also includes corporate overhead expenses, which consist of certain expenses, such as:

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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 loss.

For the three months ended September 30, 2025

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

For the three months ended March 31, 2026

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

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Cash-settled stock-based awards variance 3.4

Gain on disposal of assets

Pre-opening expenses ( 4.1 )

Depreciation and amortization ( 117.0 )

Impairment loss (8)

Non-operating items of equity method investments (8)

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Interest income 1.9

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 $ 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.

(3) Includes advertising expenses of $ 37.5 million related to the Sportsbook Agreement and $ 14.5 million related to the Investment Agreement with ESPN.

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

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

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

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

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

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

Interactive segment - professional 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 $ 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:

(i) AR PENN Master Lease;

(ii) 2023 Master Lease;

(iii) Margaritaville Lease;

and (iv) Greektown Lease.

(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.

For the three months ended September 30, 2024

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

Intersegment Eliminations (2)

Total revenues

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

Gaming taxes ( 277.0 ) ( 58.7 ) ( 22.9 ) ( 76.7 ) ( 133.2 )

Compensation and benefits ( 100.5 ) ( 55.9 ) ( 31.2 ) ( 43.2 ) ( 39.5 )

Media and advertising (3)

Other segment items (4)

( 108.0 ) ( 67.1 ) ( 30.2 ) ( 53.8 ) ( 76.3 )

Segment Adjusted EBITDAR (5)

$ 199.3 $ 106.4 $ 47.5 $ 118.5 $ ( 90.9 ) $ 380.8

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

Other category (6)

Rent expense associated with triple net operating leases (7)

Stock-based compensation ( 12.9 )

Cash-settled stock-based awards variance 3.8

Gain on disposal of assets 0.1

Depreciation and amortization ( 108.7 )

Non-operating items of equity method investments (8)

Interest expense, net ( 118.4 )

Interest income 6.3

Loss before income taxes ( 34.7 )

Income before income taxes 5.9

Income tax expense ( 8.7 )

Net loss $ ( 2.8 )

(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.

(1) Revenues and gaming taxes expense within the Interactive segment are inclusive of gaming tax reimbursement amounts related to third-party OSB and/or iCasino partners for OSB and iCasino market access of $ 185.8 million for the three months ended March 31, 2026.

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

(3) Includes advertising expenses of $ 41.7 million related to the Sportsbook Agreement and $ 15.9 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.

(3) Includes advertising and media expenses across various platforms for both the Hollywood-branded iCasino and theScore BET, which launched in the US following the termination of the Sportsbook Agreement.

Such platforms include television, radio, out-of-home, social media, both paid and organic search, as well as sponsorships and media costs associated with partnerships with major sports leagues, and other professional sports teams.

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

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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 expenses, allocated corporate expenses, and third-party revenue share fees.

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.

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 $ 28.2 million for the three months ended March 31, 2026.

(7) Pertains to the following operating leases:

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(ii) 2023 Master Lease;

(iii) Margaritaville Lease;

and (iv) Greektown Lease.

and (iii) VICI Master Lease.

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

For the nine months ended September 30, 2025

(9) Represents expenses related to settlement costs and related legal and advisory fees associated with the Cooperation Agreement with HG Vora Capital Management, LLC and related parties, as well as non-recurring restructuring charges (primarily severance) related to the Company’s new corporate organizational structure, and other transaction costs.

For the three months ended March 31, 2025

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

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Cash-settled stock-based awards variance 3.2

Gain on disposal of assets

Pre-opening expenses ( 0.5 )

Depreciation and amortization ( 108.0 )

Impairment losses (8)

Non-operating items of equity method investments (8)

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Interest income 3.2

Gain on REIT transaction, net

Gain on financing arrangement (9)

Loss on early extinguishment of debt ( 11.8 )

Loss before income taxes

Income before income taxes 159.2

Income tax expense ( 47.7 )

(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.

Net income $ 111.5

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

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

(3) Includes advertising expenses of $ 37.5 million related to the Sportsbook Agreement and $ 14.2 million related to the Investment Agreement with ESPN.

Also, includes advertising and media expenses (including such expenses associated with the Hollywood-branded iCasino and theScore BET) across various platforms.

Such platforms include television, radio, out-of-home, social media, and both paid and organic search, as well as sponsorships and media costs associated with partnerships with major sports leagues, and other professional sports teams.

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

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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 expenses, allocated corporate expenses, and third-party revenue share fees.

(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.

(6) Primarily represents corporate overhead expenses of $ 36.0 million for the three months ended March 31, 2025, which is inclusive of $ 7.7 million of legal and advisory costs related to 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) 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.”

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

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See Note 5, “Long-Term Debt.”

For the nine months ended September 30, 2024

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

Intersegment Eliminations (2)

Total revenues

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

Gaming taxes ( 836.9 ) ( 191.7 ) ( 70.8 ) ( 233.0 ) ( 396.7 )

Compensation and benefits ( 307.7 ) ( 166.4 ) ( 92.4 ) ( 129.6 ) ( 133.1 )

Media and advertising (3)

Other segment items (4)

( 314.6 ) ( 195.4 ) ( 88.7 ) ( 153.5 ) ( 235.4 )

Segment Adjusted EBITDAR (5)

$ 606.6 $ 331.3 $ 144.0 $ 365.4 $ ( 389.7 ) $ 1,057.6

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

Other category (6)

Rent expense associated with triple net operating leases (7)

Stock-based compensation ( 39.0 )

Cash-settled stock-based awards variance 14.9

Loss on disposal of assets ( 8.8 )

Depreciation and amortization ( 326.5 )

Non-operating items of equity method investments (8)

Interest expense, net ( 356.9 )

Interest income 19.2

Loss before income taxes ( 192.5 )

Income tax benefit 13.0

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 $ 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.

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

(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:

(i) AR PENN Master Lease;

(ii) 2023 Master Lease;

(iii) Margaritaville Lease;

and (iv) Greektown Lease.

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

The table below presents capital expenditures by segment:

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

For the three months ended March 31,

(in millions) 2026 2025

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Total capital expenditures $ 94.6 $ 125.2

The measure of segment assets is reported on our unaudited Consolidated Balance Sheets as total consolidated assets.

The table below presents investment in and advances to unconsolidated affiliates and total assets by segment:

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

Balance sheet as of September 30, 2025

Balance sheet as of March 31, 2026

Investment in and advances to unconsolidated affiliates $ 0.1 $ — $ — $ 77.6 $ — $ 1.4 $ 79.1

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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