What changed in this filing

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Item 1. Financial Statements

2026-08-06 compared with 2026-04-29 · 307 added, 144 removed, 807 unchanged (36% of the section changed)

3 unchanged sentences

CONSOLIDATED BALANCE SHEETS

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

(in millions, except share and per share data) June 30, 2026 December 31, 2025

Current assets

48 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS

For the three months ended March 31,

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

(in millions, except per share data) 2026 2025 2026 2025

7 unchanged sentences

Depreciation and amortization 117.8 110.5 234.8 218.5

Impairment loss — 15.0 — 15.0

Total operating expenses 1,725.7 1,687.5 3,407.7 3,317.2

5 unchanged sentences

Gain on financing arrangement — — — 215.1

Loss on early extinguishment of debt ( 1.8 ) ( 11.8 ) ( 1.8 ) ( 11.8 )

Other 0.1 2.9 ( 0.2 ) 4.2

Total other income (expenses) ( 92.0 ) ( 89.4 ) ( 183.1 ) 27.0

Income before income taxes 5.9 159.2

Income (loss) before income taxes 39.7 ( 11.9 ) 45.6 147.3

Income tax expense ( 7.1 ) ( 6.4 ) ( 15.8 ) ( 54.1 )

12 unchanged sentences

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

For the three months ended March 31,

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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

(in millions) 2026 2025 2026 2025

Net income (loss) $ 32.6 $ ( 18.3 ) $ 29.8 $ 93.2

Other comprehensive loss, net of tax:

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustment ( 17.0 ) 92.3 ( 27.4 ) 92.0

Other comprehensive loss ( 10.4 ) ( 0.3 )

Total comprehensive income (loss) ( 13.2 ) 111.2

Other comprehensive income (loss) ( 17.0 ) 92.3 ( 27.4 ) 92.0

Total comprehensive income 15.6 74.0 2.4 185.2

Comprehensive loss attributable to non-controlling interest 0.5 0.9 1.0 1.2

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

Comprehensive income attributable to PENN Entertainment, Inc.

$ 16.1 $ 74.9 $ 3.4 $ 186.4

3 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

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

Three Months Ended June 30, 2026 and 2025

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

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

Shares Amount Exchangeable Shares Amount

Balance as of April 1, 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

Share-based compensation arrangements — — 156,509 — — — — 17.4 — — 17.4 — 17.4

Currency translation adjustment — — — — — — — — — ( 17.0 ) ( 17.0 ) — ( 17.0 )

Net income (loss) — — — — — — — — 33.1 — 33.1 ( 0.5 ) 32.6

Other — — — — — — — ( 0.7 ) — — ( 0.7 ) — ( 0.7 )

Balance as of June 30, 2026 — $ — 133,858,432 $ 1.8 98,920 $ — $ ( 1,137.2 ) $ 4,676.7 $ ( 1,459.3 ) $ ( 220.7 ) $ 1,861.3 $ ( 7.5 ) $ 1,853.8

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

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

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

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

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

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

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

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

Six Months Ended June 30, 2026 and 2025

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

Shares Amount Exchangeable Shares Amount

Balance as of January 1, 2026 — $ — 132,584,258 $ 1.8 379,821 $ — $ ( 1,137.2 ) $ 4,652.8 $ ( 1,490.1 ) $ ( 193.3 ) $ 1,834.0 $ ( 6.5 ) $ 1,827.5

2 unchanged sentences

Currency translation adjustment — — — — — — — — — ( 27.4 ) ( 27.4 ) — ( 27.4 )

Net loss — — — — — — — — ( 2.3 ) — ( 2.3 ) ( 0.5 ) ( 2.8 )

Net income (loss) — — — — — — — — 30.8 — 30.8 ( 1.0 ) 29.8

Other — — — — — — — ( 7.6 ) — — ( 7.6 ) — ( 7.6 )

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 June 30, 2026 — $ — 133,858,432 $ 1.8 98,920 $ — $ ( 1,137.2 ) $ 4,676.7 $ ( 1,459.3 ) $ ( 220.7 ) $ 1,861.3 $ ( 7.5 ) $ 1,853.8

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

6 unchanged sentences

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

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

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

See accompanying notes to the unaudited Consolidated Financial Statements.

2 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the three months ended March 31,

For the six months ended June 30,

(in millions) 2026 2025

Operating activities

Net income (loss) $ ( 2.8 ) $ 111.5

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

Net income $ 29.8 $ 93.2

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

Depreciation and amortization 234.8 218.5

Amortization of debt discounts and debt issuance costs 2.1 2.3

Non-cash operating lease expense 199.4 168.1

4 unchanged sentences

Investment Agreement warrant expense — 28.5

Impairment loss — 15.0

Gain on financing arrangement — ( 215.1 )

Loss on early extinguishment of debt 1.8 11.8

Changes in operating assets and liabilities

11 unchanged sentences

Capital expenditures ( 192.0 ) ( 284.6 )

Proceeds from sale-and-leaseback transactions in conjunction with development projects 216.3 —

Proceeds from sale of investments — 17.8

Consideration paid for gaming licenses and other intangible assets ( 20.5 ) ( 20.1 )

Other 23.6 14.4

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

For the three months ended March 31,

Net cash provided by (used in) investing activities 27.4 ( 272.5 )

For the six months ended June 30,

(in millions) 2026 2025

2 unchanged sentences

Repayments of revolving credit facility ( 805.0 ) ( 100.0 )

Proceeds from issuance of long-term debt 600.0 —

Proceeds from issuance of term loans, net of discount 1,404.5 —

Proceeds from issuance of bonds 600.0 —

Repayments on credit facilities ( 1,406.9 ) —

Repayment and repurchases of convertible debt ( 106.7 ) ( 223.8 )

Principal payments on long-term debt ( 11.9 ) ( 18.8 )

3 unchanged sentences

Repurchases of common stock — ( 115.3 )

Proceeds from insurance financing 7.2 —

Payments on insurance financing ( 17.1 ) ( 16.8 )

Other ( 8.4 ) ( 16.3 )

Net cash used in financing activities

( 7.0 ) ( 16.2 )

Net cash provided by (used in) financing activities ( 186.1 ) 28.3

Effect of currency rate changes on cash, cash equivalents, and restricted cash ( 1.7 ) 0.8

9 unchanged sentences

Cash paid for interest, net of amounts capitalized $ 187.9 $ 188.0

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

Cash payments (refunds) related to income taxes, net $ ( 14.9 ) $ 6.0

Non-cash activities:

3 unchanged sentences

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 1— Organization

2 unchanged sentences

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 approximately 34 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 over 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;

89 unchanged sentences

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

For the three months ended March 31,

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

(in millions) 2026 2025 2026 2025

10 unchanged sentences

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

The obligation associated with our PENN Play program, which is included in “Accrued expenses and other current liabilities” within 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.

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 $ 28.5 million and $ 29.8 million as of June 30, 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.

9 unchanged sentences

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

The Company’s advance payments on goods and services yet to be provided and for unpaid wagers were $ 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 advance payments on goods and services yet to be provided and for unpaid wagers were $ 110.4 million and $ 133.7 million as of June 30, 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.

As of June 30, 2026 and December 31, 2025, our deferred revenue balance was $ 36.5 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 and six months ended June 30, 2026, we recognized revenue of $ 1.6 million and $ 3.4 million, respectively, that was included in the December 31, 2025 deferred revenue balance.

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

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

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.

Advertising expenses, which generally relate to media placement costs and are primarily included in “Gaming” expenses within the unaudited Consolidated Statements of Operations were $ 42.8 million and $ 85.5 million for the three months ended June 30, 2026 and 2025, respectively, and $ 83.5 million and $ 185.4 million for the six months ended June 30, 2026 and 2025, respectively.

During the three and six months ended June 30, 2025, advertising expense included media marketing services and brand and other rights provided by ESPN, Inc.

and ESPN Enterprises Inc.

4 unchanged sentences

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

Gaming and pari-mutuel taxes are recorded in “Gaming” expenses or “Food, beverage, hotel, and other” expenses within the unaudited Consolidated Statements of Operations and were $ 686.0 million and $ 609.9 million for the three months ended March 31, 2026 and 2025, 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 $ 709.0 million and $ 644.9 million for the three months ended June 30, 2026 and 2025, respectively, and $ 1.4 billion and $ 1.3 billion for the six months ended June 30, 2026 and 2025, respectively.

Foreign Currency Translation:

44 unchanged sentences

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

For the three months ended March 31, 2026

For the three months ended June 30, 2026

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

5 unchanged sentences

Total revenues $ 731.6 $ 301.9 $ 151.5 $ 320.6 $ 349.4 $ 5.6 $ ( 3.2 ) $ 1,857.4

For the three months ended March 31, 2025

For the three months ended June 30, 2025

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

5 unchanged sentences

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

(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.

For the six months ended June 30, 2026

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

Other Intersegment Eliminations (2)

Gaming $ 1,270.2 $ 437.7 $ 200.3 $ 557.3 $ 265.4 $ — $ — $ 2,730.9

Food and beverage 77.0 73.9 44.7 34.8 — 3.0 — 233.4

Hotel 26.4 49.5 41.3 18.3 — — — 135.5

Other 45.1 22.0 10.9 16.1 442.3 7.9 ( 7.7 ) 536.6

Total revenues $ 1,418.7 $ 583.1 $ 297.2 $ 626.5 $ 707.7 $ 10.9 $ ( 7.7 ) $ 3,636.4

For the six months ended June 30, 2025

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

Other Intersegment Eliminations (2)

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

Food and beverage 76.5 73.0 36.6 31.9 — 2.6 — 220.6

Hotel 25.8 51.1 32.4 17.8 — — — 127.1

Other 43.9 20.8 9.6 14.0 337.1 8.4 ( 10.0 ) 423.8

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

(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 $ 185.5 million and $ 137.9 million for the three months ended June 30, 2026 and 2025, respectively, and $ 371.3 million and $ 266.1 million for the six months ended June 30, 2026 and 2025, respectively.

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

1 unchanged sentence

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

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

(in millions) June 30, 2026 December 31, 2025

Amended Credit Facilities:

2 unchanged sentences

Amended Term Loan B Facility due 2033 960.0 —

Amended Revolving Credit Facility due 2027 — 570.0

Amended Term Loan A Facility due 2027 — 453.8

Amended Term Loan B Facility due 2029 — 965.0

5.625 % Notes due 2027

7 unchanged sentences

$ 2,741.5 $ 2,848.9

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

The following is a schedule of future minimum repayments of long-term debt as of June 30, 2026:

(in millions)

Years ending December 31:

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

2026 (excluding the six months ended June 30, 2026)

Thereafter 1,865.9

2 unchanged sentences

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 Second Amended and Restated Credit Agreement provided 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.

1 unchanged sentence

The applicable margin for each of the Amended Revolving Credit Facility and the Amended Term Loan A Facility ranges from 2.25 % to 1.50 % per annum for Term SOFR loans and 1.25 % to 0.50 % per annum for base rate loans, in each case depending on the Company’s total net leverage ratio (as defined within the Second Amended and Restated Credit Agreement).

The applicable margin for the Amended Term Loan B Facility was 2.75 % per annum for Term SOFR loans and 1.75 % per annum for base rate loans until the margins were both reduced by 25 basis points pursuant to the Second Amendment Agreement, as discussed and defined below, and effective December 4, 2024.

The applicable margin for the Amended Term Loan B Facility was 2.75 % per annum for Term SOFR loans and 1.75 % per annum for base rate loans until the margins were both reduced by a total of 75 basis points pursuant to the Second Amendment Agreement and the Fourth Amendment Agreement, both discussed and defined below, effective December 4, 2024 and May 28, 2026, respectively.

The Amended Term Loan B Facility is subject to a Term SOFR “floor” of 0.50 % per annum and a base rate “floor” of 1.50 % per annum.

4 unchanged sentences

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 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.

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 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.

On December 4, 2024, PENN entered into a Second Amendment (the “Second Amendment Agreement”) to its Second Amended and Restated Credit Agreement with its various lenders to reduce the interest rate margins applicable to the Company’s approximately $ 978.0 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.

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

The Amended Revolving Credit Facility and Amended Term Loan A Facility, as amended, will mature in April 2031, subject to an earlier springing maturity 91 days prior to the maturity of certain of the Company’s existing debt obligations if such debt remains outstanding and has not been refinanced, unless certain liquidity conditions are satisfied.

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 eliminated 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 Revolving Credit Facility is available for future working capital and other general corporate purposes.

On May 28, 2026, PENN entered into a Fourth Amendment (the “Fourth Amendment Agreement”) to its Second Amended and Restated Credit Agreement with its various lenders, which reduced the interest rate margins applicable to the Company’s $ 962.5 million in existing Amended Term Loan B Facility loans from 2.50 % to 2.00 % for Term SOFR loans and from 1.50 % to 1.00 % for base rate loans, and extended the maturity date of such loans to May 2033.

In connection with the Third Amendment Agreement and Fourth Amendment Agreement, the Company recorded $ 16.3 million of debt issuance costs, which will be amortized to interest expense over the remaining terms of the Amended Revolving Credit Facility, Amended Term Loan A Facility and Amended Term Loan B Facility, as applicable.

In addition, the Company recorded $ 2.4 million of original issue discount associated with the Amended Term Loan B Facility, which will be amortized to interest expense over its remaining term.

As of June 30, 2026, 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 $ 976.1 million of available borrowing capacity under the Amended Revolving Credit Facility.

6.75 % Senior Unsecured Notes

4 unchanged sentences

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

In connection with the issuance of the 6.75 % Notes, the Company recorded $ 10.3 million in debt issuance costs, which will be amortized to interest expense over the life of the 6.75 % Notes.

5.625 % Senior Unsecured Notes

3 unchanged sentences

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 .

As of June 30, 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

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

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

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 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.

In May 2026, the Company repaid the remaining $ 106.7 million principal balance of the Convertible Notes.

As of June 30, 2026, the Company had no outstanding balance on the Convertible Notes.

None of the Convertible Notes were converted into shares of the Company’s common stock while they were outstanding.

Interest expense, net

The table below presents interest expense, net:

For the three months ended March 31,

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

(in millions) 2026 2025 2026 2025

4 unchanged sentences

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 March 31, 2026, the Company was in compliance with all required financial covenants.

As of June 30, 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.

1 unchanged sentence

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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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 Master Development Agreement provided that GLPI would 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.

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

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

The PENN Development Projects still under construction 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 opened on December 1, 2025.

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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.

Concurrent with the opening of the Aurora Project on June 24, 2026, the Company received $ 216.3 million in funding from GLPI (representing the $ 225.0 million commitment of GLPI less costs incurred by GLPI with respect to certain land parcels associated with the Aurora Project).

Effective June 24, 2026, we also determined that the sale-and-lease back of real estate assets related to the new Aurora facility to GLPI for $ 225.0 million constituted a lease modification under ASC 842.

In connection with the June 24, 2026 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:

(i) the addition of the newly leased Aurora facility assets, and (ii) a $ 17.4 million increase in annual rent, which is specific to the lease back of the real estate assets related to the new Aurora facility, subject to annual escalation in accordance with the 2023 Master Lease.

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

As of the modification date, the Company recognized an additional ROU asset and corresponding lease liability of $ 114.7 million in the unaudited Consolidated Balance Sheets.

With respect to the August 1, 2025, November 3, 2025, and June 24, 2026 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.

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

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

We did not incur an annual escalator for the lease year ended April 30, 2026.

The next annual escalator test date is scheduled to occur on May 1, 2027.

Additionally, on May 1, 2026, the Pinnacle Percentage Rent reset resulted in an annual rent decrease of $ 3.2 million, which will be in effect until the next Pinnacle Percentage Rent reset, scheduled to occur on May 1, 2028.

Upon reset of the Pinnacle Percentage Rent, effective May 1, 2026, we recognized an additional ROU asset and corresponding lease liability of $ 26.6 million associated with the finance lease components.

Other Triple Net Leases with REIT Landlords

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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).

Effective June 1, 2026, annual rent increased by 1.0 % to $ 81.5 million.

As defined within the VICI Master Lease, beginning June 1, 2027 and annually thereafter master lease rent is subject to an escalator of 1.0 % each June 1, if a Net Revenue to Rent Ratio of 5.33 :1 is achieved.

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

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

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

The following is a maturity analysis of our operating leases, finance leases, and financing obligations as of June 30, 2026:

(in millions) Operating Leases Finance Leases Financing Obligations

Year ended December 31,

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

2026 (excluding the six months ended June 30, 2026) $ 338.0 $ 80.8 $ 83.3

2027 675.0 161.4 166.6

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

For the three months ended March 31,

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

(in millions) 2026 2025 2026 2025

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VICI Master Lease (1)

20.2 — 40.4 —

Margaritaville Lease (1)

Greektown Lease (1)

— 13.3 — 26.5

Morgantown Lease 0.8 0.8 1.6 1.6

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

March 31, 2026 December 31, 2025

June 30, 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 March 31,

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

(in millions) 2026 2025 2026 2025

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(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).

(iii) Margaritaville Lease (for the period January 1, 2025 to June 30, 2025);

(iv) Greektown Lease (for the period January 1, 2025 to June 30, 2025);

and (v) VICI Master Lease (for the period January 1, 2026 to June 30, 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.

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Supplemental cash flow information related to leases was as follows:

For the three months ended March 31,

For the six months ended June 30,

(in millions) 2026 2025

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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.

As of June 30, 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.

As of June 30, 2026 and December 31, 2025, our investment in Kansas Entertainment was $ 77.4 million and $ 77.8 million, respectively.

During the three months ended June 30, 2026 and 2025, the Company received distributions from Kansas Entertainment totaling $ 9.0 million and $ 9.8 million, respectively, and $ 17.8 million and $ 18.0 million for the six months ended June 30, 2026, and 2025, 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.

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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.

Therefore, the Company did not consolidate the financial position of Kansas Entertainment as of June 30, 2026 and December 31, 2025, nor the results of operations for the three and six months ended June 30, 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 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;

The effective tax rate (income taxes as a percentage of income from operations before income taxes) including discrete items was 11.3 % and 18.4 % for the three and six months ended June 30, 2026, respectively, compared to 54.4 % and 28.0 % for the three and six months ended June 30, 2025, respectively.

The changes in the effective tax rate for the three and six months ended June 30, 2026, as compared to the corresponding prior year periods, were primarily driven by (i) the exclusion of certain foreign losses for which no tax benefit can be recognized in the Company’s worldwide effective tax rate calculation;

(ii) non-deductible permanent items;

(iii) state income taxes;

and (iv) changes in the valuation allowance.

and (iv) changes in uncertain tax positions.

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

As of 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 March 31, 2026, the Company continues to maintain a valuation allowance on deferred tax assets not considered “more likely than not” to be realized.

As of June 30, 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.

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.

As of June 30, 2026 and December 31, 2025, the Company had prepaid income taxes of $ 17.5 million and $ 35.7 million, respectively, which were included in “Prepaid expenses” within the unaudited Consolidated Balance Sheets.

On June 29, 2026, the Indiana Supreme Court ruled in the Company’s favor with respect to its Indiana wagering tax add-back position for the 2015 through 2017 tax years, reversing a prior decision of the Indiana Tax Court.

As a result, the Company reversed the previously recorded unrecognized tax benefits and corresponding accrued interest, which was recognized as a discrete benefit during the quarter.

The Company continues to maintain reserves associated with subsequent tax years pending resolution of those periods.

Note 9— Commitments and Contingencies

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

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.

As of June 30, 2026 and December 31, 2025, the Company has recorded a liability of $ 38.7 million and $ 39.5 million, respectively, for this agreement.

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

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

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.

The Company did not issue any Exchangeable Shares during the three and six months ended June 30, 2026 and 2025, respectively.

As of both June 30, 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

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

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.

No shares of the Company’s common stock were repurchased during the three and six months ended June 30, 2026.

During the three months ended June 30, 2025, the Company repurchased 5,835,467 shares of its common stock for $ 90.3 million at an average price of $ 15.47 per share.

During the six months ended June 30, 2025, the Company repurchased 7,249,349 shares of its common stock for $ 115.3 million at an average price of $ 15.90 per share.

All shares repurchased in 2025 were purchased in open market transactions under the prior $ 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.

2022 Long Term Incentive Compensation Plan

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.

The 2022 Long Term Incentive Compensation Plan was approved by the Company’s shareholders on June 7, 2022, which authorizes the Company to issue stock options, stock appreciation rights, restricted stock, performance awards, 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 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.

Shareholders approved amendments to the plan on June 6, 2023, June 17, 2025, and June 16, 2026.

The June 16, 2026 amendment increased the number of shares by 4,000,000 , for a total of 26,067,275 shares reserved for issuance.

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.

As of June 30, 2026, 9,896,752 shares remained available for future grants.

Performance Share Program

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.

During the three and six months ended June 30, 2026, the Company granted 726,565 restricted units, at target, subject to service and performance conditions and a market condition.

The awards granted in 2026 are subject to a three-year performance period over a three-year service period.

No units are earned prior to vesting, except as provided under the retirement provisions in the applicable award agreement.

The number of units may be earned at between 0 % and 200 % of target units granted depending on the 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 the three-year absolute TSR is negative.

During the three and six months ended June 30, 2025, the Company granted 1,254,323 restricted units, at target, subject to service and performance conditions.

The awards granted in 2025 are subject to a three-year performance period over a three-year service period.

No units are earned prior to vesting, except as provided under the retirement provisions in the applicable award agreement.

The number of units may be earned at between 0 % and 200 % of target units granted depending on the achievement of specified performance goals.

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 restricted stock 0.6

Assumed conversion of convertible debt 4.6

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

We recorded net income attributable to PENN for both of the three and six months ended June 30, 2026, and for the six months ended June 30, 2025.

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,

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

(in millions) 2026 2025 2026 2025

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Assumed conversion of:

Dilutive stock options 0.1

Dilutive restricted stock 1.2 — 0.8 0.5

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Weighted-average common shares outstanding - Diluted 137.1 149.0 134.4 164.7

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

Restricted stock with performance and market based vesting conditions that were not met as of March 31, 2026 and 2025 were excluded from the computation of diluted EPS.

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

Restricted stock with performance and market based vesting conditions that were not met as of June 30, 2026 and June 30, 2025 were excluded from the computation of diluted EPS.

For the three months ended June 30, 2025, we recorded a net loss attributable to PENN.

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 June 30,

(in millions) 2025

Assumed conversion of dilutive restricted stock 0.5

Assumed conversion of convertible debt 13.0

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 (“Initial Warrants”) under the terms of the Investment Agreement between PENN and ESPN, entered into on August 8, 2023 (the “Investment Agreement”).

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,

The six months ended June 30, 2026 also excluded anti-dilutive shares associated with our convertible debt, which was fully repaid in May 2026.

The prior year periods 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 13.7 million shares were outstanding during both the three and six months ended June 30, 2026, and 37.0 million shares were outstanding during both the three and six months ended June 30, 2025.

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

(in millions, except per share data) 2026 2025 2026 2025

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Weighted-average shares outstanding — PENN Entertainment, Inc.

133.6 148.6 133.5 150.2

Weighted-average shares outstanding — Exchangeable Shares

0.1 0.4 0.1 0.4

Weighted-average common shares outstanding — basic

133.7 149.0 133.6 150.6

Basic earnings (loss) per share

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Convertible Notes 0.3 — — 3.1

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

Diluted income (loss) applicable to common stock $ 33.4 $ ( 17.4 ) $ 30.8 $ 97.5

Weighted-average common shares outstanding — diluted

137.1 149.0 134.4 164.7

Diluted earnings (loss) per share

$ 0.24 $ ( 0.12 ) $ 0.23 $ 0.59

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

(1) The tax-affected rate was 21% for the periods we recorded net income.

Note 12— Fair Value Measurements

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

Additionally, in May 2026, the Company repaid the remaining $ 106.7 million principal balance of the Convertible Notes.

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

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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.

As of June 30, 2026 and December 31, 2025, other liabilities include a tax indemnification balance of $ 38.7 million and $ 39.5 million, respectively, 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 March 31, 2026 and December 31, 2025.

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.

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

As of both periods ended June 30, 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:

March 31, 2026

June 30, 2026

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

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$ 590.2 $ 601.5 $ — $ 601.5 $ —

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

Other long-term obligations $ 7.8 $ 6.8 $ — $ 6.8 $ —

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

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:

The following table summarizes the significant unobservable inputs used in calculating fair value for our Level 3 assets and liabilities on a recurring basis as of June 30, 2026:

Valuation Technique Unobservable Input Discount Rate

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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

For the three months ended June 30, 2026

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

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Interest income 2.0

Loss on early extinguishment of debt ( 1.8 )

Income before income taxes 39.7

Income tax expense ( 7.1 )

Net income $ 32.6

(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 $ 185.5 million for the three months ended June 30, 2026.

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

(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:

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

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

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

(6) Primarily represents corporate overhead expenses of $ 29.5 million for the three months ended June 30, 2026 .

(7) Pertains to the following operating leases:

(i) AR PENN Master Lease;

(ii) 2023 Master Lease;

and (iii) VICI Master Lease.

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

(9) Represents expenses related to transaction costs and non-recurring restructuring charges (primarily severance) as a result of the Company’s new corporate organizational structure.

For the three months ended June 30, 2025

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

Intersegment Eliminations (2)

Total revenues

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

Gaming taxes ( 290.4 ) ( 65.8 ) ( 25.4 ) ( 78.8 ) ( 184.5 )

Compensation and benefits ( 103.6 ) ( 59.6 ) ( 31.1 ) ( 44.7 ) ( 37.6 )

Media and advertising (3)

Other segment items (4)

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

Segment Adjusted EBITDAR (5)

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

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

Other category (6)

Rent expense associated with triple net operating leases (7)

Stock-based compensation ( 16.1 )

Cash-settled stock-based awards variance 3.1

Pre-opening expenses ( 4.4 )

Depreciation and amortization ( 110.5 )

Impairment loss (8)

Non-operating items of equity method investments (9)

Interest expense, net ( 95.9 )

Interest income 2.1

Loss on early extinguishment of debt ( 11.8 )

Loss before income taxes ( 11.9 )

Income tax expense ( 6.4 )

Net loss $ ( 18.3 )

(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.

(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 $ 137.9 million for the three months ended June 30, 2025.

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

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

Also, includes advertising and media expenses (including such expenses associated with 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:

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

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

(7) Pertains to the following operating leases:

(i) AR PENN Master Lease;

(ii) 2023 Master Lease;

(iii) Margaritaville Lease;

and (iv) Greektown Lease.

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

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

For the six months ended June 30, 2026

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

Intersegment Eliminations (2)

Total revenues

$ 1,418.7 $ 583.1 $ 297.2 $ 626.5 $ 707.7 $ 10.9 $ ( 7.7 ) $ 3,636.4

Gaming taxes ( 581.9 ) ( 127.9 ) ( 52.2 ) ( 167.7 ) ( 465.3 )

Compensation and benefits ( 211.3 ) ( 115.1 ) ( 67.0 ) ( 98.7 ) ( 53.9 )

Media and advertising (3)

Other segment items (4)

( 210.8 ) ( 126.9 ) ( 69.0 ) ( 108.4 ) ( 147.6 )

Segment Adjusted EBITDAR (5)

$ 414.7 $ 213.2 $ 109.0 $ 251.7 $ ( 20.4 ) $ 968.2

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

Other category (6)

Rent expense associated with triple net operating leases (7)

Stock-based compensation ( 31.5 )

Cash-settled stock-based awards variance 6.0

Pre-opening expenses ( 27.2 )

Depreciation and amortization ( 234.8 )

Non-operating items of equity method investments (8)

Interest expense, net ( 201.8 )

Interest income 3.8

Loss on early extinguishment of debt ( 1.8 )

Income before income taxes 45.6

Income tax expense ( 15.8 )

Net income $ 29.8

(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 $ 371.3 million for the six months ended June 30, 2026.

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

5 unchanged sentences

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

(6) Primarily represents corporate overhead expenses of $ 57.7 million for the six months ended June 30, 2026.

(7) Pertains to the following operating leases:

3 unchanged sentences

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

(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

(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 transaction costs and non-recurring restructuring charges (primarily severance) related to the Company’s new corporate organizational structure.

For the six months ended June 30, 2025

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

16 unchanged sentences

Depreciation and amortization ( 218.5 )

Impairment loss (8)

Non-operating items of equity method investments (9)

2 unchanged sentences

Gain on financing arrangement (10)

Loss on early extinguishment of debt ( 11.8 )

Income before income taxes 147.3

1 unchanged sentence

Net income $ 93.2

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

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

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

7 unchanged sentences

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 $ 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.

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

(7) Pertains to the following operating leases:

3 unchanged sentences

and (iv) Greektown Lease.

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

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

2 unchanged sentences

The table below presents capital expenditures by segment:

For the three months ended March 31,

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

(in millions) 2026 2025 2026 2025

10 unchanged sentences

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

Balance sheet as of March 31, 2026

Balance sheet as of June 30, 2026

Investment in and advances to unconsolidated affiliates $ 0.1 $ — $ — $ 77.4 $ — $ 1.3 $ 78.8

5 unchanged sentences

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