What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-08-06 compared with 2026-04-29 · 175 added, 140 removed, 372 unchanged (46% of the section changed)

4 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;

1 unchanged sentence

GLPI) (“GLPI”), a real estate investment trust (“REIT”), and include the AR PENN Master Lease, 2023 Master Lease, and Pinnacle Master Lease (as such terms are defined in Note 6, “Leases” in the notes to the unaudited Consolidated Financial Statements and collectively referred to as the “Master Leases”).

Strategic Overview

We believe that our portfolio of assets provides us with the benefit of geographically diversified cash flow from operations.

We expect to continue to expand our gaming operations through the implementation and execution of a disciplined capital expenditure program at our existing properties, the pursuit of strategic acquisitions and investments, and the development of new gaming properties.

Our sports media assets and proprietary OSB and iCasino technology reinforce our strategy to continue evolving from the nation’s largest regional gaming operator to a best-in-class omni-channel provider of retail gaming, iCasino, and sports betting entertainment.

Additionally, our iCasino forward strategy with long-term alignment to our core business will focus on cross-sell opportunities across our ecosystem and enhanced connectivity to our PENN Play loyalty program.

Realignment of Digital Strategy

7 unchanged sentences

Subsequently, on February 21, 2023, as described in Note 6, “Leases” in the notes to the unaudited Consolidated Financial Statements, the Company and GLPI entered into a master development agreement (the “Master Development Agreement”) related to these development projects.

The Master Development Agreement provides that GLPI will fund (i) up to $225.0 million for the relocation of our riverboat casino and related developments with respect to Aurora (the “Aurora Project”);

The Master Development Agreement provided that GLPI would fund (i) up to $225.0 million for the relocation of our riverboat casino and related developments with respect to Aurora (the “Aurora Project”);

and (ii) upon our request, up to $130.0 million for the relocation of our riverboat casino and related developments with respect to Joliet (the “Joliet Project”), up to $150.0 million for the second hotel tower at M Resort (the “M Resort Project”), up to $70.0 million for the new hotel tower at 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”), all in accordance with certain terms and conditions set forth in the Master Development Agreement.

GLPI has committed up to $225.0 million in funding for the Aurora Project at a 7.75% cap rate, which we are required to draw and the funding will be structured as rent under the 2023 Master Lease (as described in Note 6, “Leases” in the notes to the unaudited Consolidated Financial Statements).

Rent within the 2023 Master Lease will also increase by a percentage, based on the then-current GLPI stock price, of any project funding received by PENN from GLPI for the Other Development Projects.

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

GLPI had committed up to $225.0 million in funding for the Aurora Project at a 7.75% cap rate, which we were required to draw and the funding was structured as rent under the 2023 Master Lease (as described in Note 6, “Leases” in the notes to the unaudited Consolidated Financial Statements).

Rent within the 2023 Master Lease increased by a percentage, based on the then-current GLPI stock price, of the project funding received by PENN from GLPI for the Other Development Projects.

The Aurora Project to relocate its riverboat casino operations to a new, land-based facility opened on June 24, 2026.

The facility features approximately 1,200 gaming positions, including high-limit slots and table games, a baccarat room and a sportsbook.

The property also includes a premium hotel with 226 rooms and suites, outdoor entertainment area, full-service spa, high-quality bars and restaurants including Sorella by Giada and Boulevard Food & Drink Hall, an approximately 12,000 square-foot event center with meeting areas and roughly 1,700 parking spaces.

The Aurora Project included the transfer of certain parcels of land from the City of Aurora, and up to $50.0 million of the project will be funded by the city through a new bond issuance.

As of August 5, 2026, we have 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), resulting in a $17.4 million increase in annual rent, subject to annual escalation pursuant to the 2023 Master Lease.

Additionally, the Company has received $35.9 million from the City of Aurora as of August 5, 2026.

The new hotel tower at Columbus opened on June 12, 2026.

The 203-room hotel represents a major expansion, offering guests modern, upscale accommodations at the city’s premier gaming, dining and entertainment experience.

The 150,000 square-foot tower features 183 standard rooms and 20 luxury suites, a full service bar and restaurant, conference rooms, fitness center and an outdoor seating terrace.

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

The second hotel tower at M Resort opened on December 1, 2025.

The M Resort Project added 375 rooms to the Company’s property south of the Las Vegas Strip, bringing its total to 765 rooms and suites.

Along with the rooms, the project includes expanded meeting space, updated amenities, and additional local partnerships.

On November 3, 2025, the Company received the full $150.0 million in committed funding from GLPI for the M Resort Project, resulting in an $11.7 million increase in annual rent, subject to annual escalation pursuant to the 2023 Master Lease.

The Joliet Project to relocate its riverboat casino operations to a new, state-of-the-art land-based facility opened on August 11, 2025.

3 unchanged sentences

On August 1, 2025, the Company received the full $130.0 million in committed funding from GLPI for the Joliet Project, resulting in a $10.1 million increase in annual rent, subject to annual escalation pursuant to the 2023 Master Lease.

The second hotel tower at M Resort opened on December 1, 2025.

The M Resort Project added 375 rooms to the Company’s property south of the Las Vegas Strip, bringing its total to 765 rooms and suites.

Along with the rooms, the project includes expanded meeting space, updated amenities, and additional local partnerships.

The new hotel at Columbus is expected to open on June 12, 2026.

The hotel is expected to include 180 rooms, meeting space, an additional restaurant, and local partnerships and amenities.

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

The Aurora Project to relocate its riverboat casino operations to a new, land-based facility is expected to open on June 24, 2026.

The land-based casino will feature roughly 1,200 gaming positions, approximately 220 guest rooms, a retail sportsbook, outdoor entertainment area, full-service spa, high-quality bars and restaurants, an approximately 12,000 square foot event center with meeting areas, and approximately 1,700 parking spaces.

The Aurora Project included the transfer of certain parcels of land from the City of Aurora, and up to $50.0 million of the project will be funded by the city through a new bond issuance.

As of April 28, 2026, 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, while the Company has received $29.3 million from the City of Aurora.

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

On April 24, 2025, the Company announced a development project to relocate its Ameristar Council Bluffs riverboat casino operations to a new, land-based property to be rebranded as Hollywood Casino Council Bluffs (“HCCB”).

Under the proposed plan, the new HCCB is expected to include roughly 125,000 square feet of new development with approximately 58,000 square feet of gaming space and more than 1,000 positions on a single level.

2 unchanged sentences

GLPI has committed to finance, at PENN’s request, up to $150.0 million of the project at a 7.1% cap rate, which may be structured at PENN’s option as either rent or a 5-year term loan that is prepayable at any time without penalty.

Strategic Overview

We believe that our portfolio of assets provides us with the benefit of geographically diversified cash flow from operations.

Operating and Competitive Environment

13 unchanged sentences

We compete with a variety of gaming operations, including casinos and hotel casinos of varying quality and size and other gaming options such as state and province-sponsored internet lotteries, sweepstakes, charitable gaming, video gaming terminals at bars, restaurants, taverns and truck stops, historical horse racing gaming terminals, illegal slot machines and skill games, fantasy sports and third-party internet or mobile-based gaming platforms, including both legal and illegal iCasino and sports betting operations, and emerging prediction markets.

See the “Segment comparison of the three months ended March 31, 2026 and 2025” section below for discussions on our results of operations by reportable segment.

See the “Segment Comparison of the Three and Six Months Ended June 30, 2026 and 2025” section below for discussions on our results of operations by reportable segment.

Key Performance Indicators

7 unchanged sentences

The majority of our revenues is gaming revenue, which is highly dependent upon the volume and spending levels of customers at our properties.

Our gaming revenue is derived primarily from slot machines (which represented approximately 86% of our gaming revenue for the three months ended March 31, 2026 and 2025, respectively) and, to a lesser extent, table games, OSB, and iCasino.

Our gaming revenue is derived primarily from slot machines (which represented approximately 86% of our gaming revenue for the six months ended June 30, 2026 and 2025, respectively) and, to a lesser extent, table games, OSB, and iCasino.

Aside from gaming revenue, our revenues are primarily derived from our hotel, dining, retail, commissions, program sales, admissions, concessions and certain other ancillary activities, and our racing operations.

40 unchanged sentences

Refer to “Non-GAAP Financial Measure” below for the definition of Consolidated Adjusted EBITDA as well as a reconciliation of net income (loss) to Consolidated Adjusted EBITDA.

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

Northeast segment $ 731.6 $ 711.6 $ 1,418.7 $ 1,392.5

3 unchanged sentences

Interactive segment 349.4 316.1 707.7 606.2

5.6 5.7 10.9 11.0

Intersegment eliminations (2)

(3.2) (5.3) (7.7) (10.0)

Total $ 1,857.4 $ 1,765.0 $ 3,636.4 $ 3,437.5

15 unchanged sentences

payroll, professional fees, travel expenses, and other general and administrative expenses that do not directly relate to or have not otherwise been allocated.

Corporate overhead was $28.2 million and $36.0 million for the three months ended March 31, 2026 and 2025, respectively.

Corporate overhead for the three months ended March 31, 2025 included $7.7 million of legal and advisory costs related to activist activity in connection with our 2025 annual meeting of shareholders.

Corporate overhead was $29.5 million and $38.7 million for the three months ended June 30, 2026 and 2025, respectively, and $57.7 million and $74.7 million for the six months ended June 30, 2026 and 2025, respectively.

Corporate overhead for the three and six months ended June 30, 2025 included $9.4 million and $17.1 million, respectively, of legal and advisory costs related to activist activity in connection with our 2025 annual meeting of shareholders.

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

3 unchanged sentences

(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).

(5) See definition of Consolidated Adjusted EBITDA within the “Non-GAAP Financial Measure” section below.

Consolidated comparison of the three months ended March 31, 2026 and 2025

Consolidated Comparison of the Three and Six Months Ended June 30, 2026 and 2025

The following table presents our consolidated revenues:

For the three months ended March 31, Change

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

(dollars in millions) 2026 2025 $ % 2026 2025 $ %

2 unchanged sentences

Total revenues $ 1,857.4 $ 1,765.0 $ 92.4 5.2 % $ 3,636.4 $ 3,437.5 $ 198.9 5.8 %

Gaming revenues for the three months ended March 31, 2026 increased by $36.1 million compared to the prior year period.

Increased visitation and higher spend per visit drove increases in gaming revenues at our retail segment .

Online gaming revenues at our Interactive segment increased due to iCasino and online sports betting growth driven by increased hold rates and decreased promotional expense compared to the corresponding prior year period.

The opening of our new land-based Joliet facility on August 11, 2025 and increases in gaming revenues at our Hollywood Casino St.

Louis and River City Casino properties contributed to i ncreases in revenues within our Midwest segment.

Additionally, the opening of the second hotel tower at M Resort on December 1, 2025 and an increase in gaming revenues at our Ameristar Black Hawk property contributed to increases in revenues within our West Segment .

Despite weather events negatively impacting our Northeast segment, its revenues increased by $4.8 million compared to the prior year period .

Increases in revenues within our Northeast, Midwest, and West segments were partially offset by decreases within our South segment, where new supply continues to impact visitation and weather events negatively impacted revenues.

Food, beverage, hotel, and other revenues for the three months ended March 31, 2026 increased by $70.5 million, compared to the corresponding prior year period.

The increase was primarily due to gaming tax reimbursement amounts related to third-party online sports betting and/or iCasino partners for online sports betting and iCasino market access of $57.6 million compared to the prior year period.

Additionally, the recent openings of the second hotel tower at M Resort and our new land-based Joliet facility contributed to increases in revenues within our West and Midwest segments, respectively, as discussed above.

See “Segment comparison of the three months ended March 31, 2026 and 2025” below for more detailed explanations of the fluctuations in revenues.

Gaming revenues for the three and six months ended June 30, 2026 increased by $28.9 million and $64.9 million, respectively, compared to the corresponding prior year periods.

Increased spend per visit contributed to the growth in gaming revenues at our retail segments.

Strong performance across our portfolio and incremental contributions from our four recently completed development projects delivered record revenues at nine of our retail properties.

The opening of our new land-based Joliet facility on August 11, 2025, second hotel tower at M Resort on December 1, 2025, and new hotel tower at Hollywood Casino Columbus on June 12, 2026 contributed to increases in gaming revenues during the current year periods .

Increases in gaming revenues within our retail segments were partially offset by decreases in online gaming revenues, particularly online sports revenues, within our Interactive segment due to lower handle compared to the corresponding prior year periods.

For the six months ended June 30, 2026, increases in gaming revenues at our Northeast, West, and Midwest segments were also offset by a decrease in gaming revenues within our South segment as new supply continues to impact visitation and weather events negatively impacted revenues during the first quarter of 2026.

Food, beverage, hotel, and other revenues for the three and six months ended June 30, 2026 increased by $63.5 million and $134.0 million, respectively, compared to the corresponding prior year periods.

The increases were primarily due to increases in gaming tax reimbursement amounts related to third-party OSB and/or iCasino partners for OSB and iCasino market access of $47.6 million and $105.2 million, respectively, compared to the corresponding prior year periods.

Additionally, the recent openings of the second hotel tower at M Resort and our new land-based Joliet facility contributed to increases in hotel and food and beverage revenues within our West and Midwest segments, respectively, as discussed above.

See “Segment Comparison of the Three and Six Months Ended June 30, 2026 and 2025” below for more detailed explanations of the fluctuations in revenues.

Operating expenses

The following table presents our consolidated operating expenses:

For the three months ended March 31, Change

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

(dollars in millions) 2026 2025 $ % 2026 2025 $ %

4 unchanged sentences

Depreciation and amortization 117.8 110.5 7.3 6.6 % 234.8 218.5 16.3 7.5 %

Impairment loss — 15.0 (15.0) N/M — 15.0 (15.0) N/M

Total operating expenses $ 1,725.7 $ 1,687.5 $ 38.2 2.3 % $ 3,407.7 $ 3,317.2 $ 90.5 2.7 %

Gaming expenses primarily consist of gaming taxes, payroll, marketing and promotional expenses, and other expenses associated with our gaming operations.

Gaming expenses for the three months ended March 31, 2026 decreased by $45.9 million compared to the corresponding prior year period due primarily to a decrease in marketing expenses at our Interactive segment .

We incurred additional marketing expenses to support our promotion of ESPN BET within our Interactive segment during the corresponding prior year period.

Gaming expenses for the three and six months ended June 30, 2026 decreased by $36.5 million and $82.4 million, respectively, compared to the corresponding prior year periods, due primarily to decreases in marketing expenses at our Interactive segment .

D uring the corresponding prior year periods, w e incurred additional marketing expenses to support our promotion of ESPN BET within our Interactive segment .

The decrease in gaming expenses was partially offset by increases in gaming taxes at our Northeast, Midwest, and West segments related to increased gaming revenues as discussed above.

Food, beverage, hotel, and other expenses consist primarily of payroll expenses, costs of goods sold, and other costs associated with our food, beverage, hotel, retail, racing, and Interactive operations.

Fo od, beverage, hotel, and other expenses for the three months ended March 31, 2026 increased by $64.5 million, compared to the corresponding prior year period, primarily due to increases in gaming tax reimbursement amounts related to third-party online sports betting and/or iCasino partners for online sports betting and iCasino market access.

Fo od, beverage, hotel, and other expenses for the three and six months ended June 30, 2026 increased by $51.7 million and $116.2 million, respectively, compared to the corresponding prior year periods, primarily due to increases in gaming tax reimbursement amounts related to third-party OSB and/or iCasino partners for OSB and iCasino market access.

General and administrative expenses include items such as compliance, facility maintenance, utilities, property and liability insurance, surveillance and security, and lobbying expenses, as well as all expenses for administrative departments such as accounting, purchasing, human resources, legal and internal audit.

7 unchanged sentences

and rent expense associated with our triple net operating leases.

For the three months ended March 31, 2026, general and administrative expenses increased by $24.7 million, compared to the corresponding prior year period.

The increase was primarily due 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.

Depreciation and amortization for the three months ended March 31, 2026 increased $9.0 million compared to the corresponding prior year period, primarily due to the opening of our new land-based Joliet facility on August 11, 2025 and the opening of the second hotel tower at M Resort on December 1, 2025.

For the three and six months ended June 30, 2026, general and administrative expenses increased by $30.7 million and $55.4 million, respectively, compared to the corresponding prior year periods, primarily due to transaction costs and pre-opening expenses related to the Aurora Project and the Columbus Project, as well as increases in rent expense due to the 2023 Master Lease modifications associated with the PENN Development Projects, as discussed above in the “ Executive Overview .

” For the six months ended June 30, 2026, general and administrative expenses also included 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.

For the three and six months ended June 30, 2025, general and administrative expenses also included legal and advisory costs related to activist activity incurred in connection with our 2025 annual meeting of shareholders of $9.4 million and $17.1 million, respectively.

Depreciation and amortization for the three and six months ended June 30, 2026 increased $7.3 million and $16.3 million, respectively, compared to the corresponding prior year periods, primarily due to the opening of our new land-based Joliet facility on August 11, 2025 and the opening of the second hotel tower at M Resort on December 1, 2025.

Impairment loss for both the three and six months ended June 30, 2025 related to an impairment charge of $15.0 million at our Ameristar Council Bluffs property on its trademark as a result of the strategic decision to rebrand Ameristar Council Bluffs to Hollywood Casino Council Bluffs.

Other income (expenses)

The following table presents our consolidated other income (expenses):

For the three months ended March 31, Change

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

(in millions)

4 unchanged sentences

Income from unconsolidated affiliates $ 8.6 $ 13.3 $ (4.7) (35.3) % $ 16.9 $ 20.9 $ (4.0) (19.1) %

Gain on financing arrangement $ — $ 215.1 $ (215.1) N/M

Gain on financing arrangement $ — $ — $ — N/M $ — $ 215.1 $ (215.1) N/M

Loss on early extinguishment of debt $ (1.8) $ (11.8) $ 10.0 (84.7) % $ (1.8) $ (11.8) $ 10.0 (84.7) %

Other $ 0.1 $ 2.9 $ (2.8) (96.6) % $ (0.2) $ 4.2 $ (4.4) N/M

1 unchanged sentence

N/M - Not meaningful

Interest expense, net decreased by $9.8 million for the three months ended March 31, 2026, compared to the corresponding prior year period.

The first quarter of 2025 included interest expense related to the Company’s financing arrangement, which upon derecognition, resulted in the “Gain on financing arrangement” described below.

Interest income decreased by $1.3 million for the three months ended March 31, 2026, compared to the corresponding prior year period, primarily due to decreases in interest rates received on our money market funds.

Interest expense, net increased by $5.0 million for the three months ended June 30, 2026, compared to the corresponding prior year period, primarily due to the Company completing an offering of $600.0 million aggregate principal amount of 6.75% senior unsecured notes in the first quarter of 2026 and a reduction in capitalized interest upon completion of the PENN Development Projects.

The increase was partially offset by a 50 basis point reduction in interest rates on our Amended Term Loan B Facility stemming from the execution of the Fourth Amendment Agreement to the Second Amended and Restated Credit Agreement.

See Note 5, “Long-Term Debt” to the unaudited Consolidated Financial Statements for additional details.

Interest expense, net decreased by $4.9 million for the six months ended June 30, 2026, compared to the corresponding prior year period, due to the first quarter of 2025 including interest expense related to the Company’s financing arrangement, which upon derecognition, resulted in the “Gain on financing arrangement” described below.

The year-to-date decrease was partially offset by the increase in interest expense, net during the three months ended June 30, 2026 as described above.

Interest income decreased by $0.1 million and $1.5 million for the three and six months ended June 30, 2026, respectively, compared to the corresponding prior year periods, primarily due to decreases in the amount invested in money market funds, which we use for short term investing.

Income from unconsolidated affiliates relates primarily to our investment in Kansas Entertainment joint venture.

The change in income from the corresponding prior year period is due to fluctuations in earnings from our investments in these unconsolidated affiliates.

Gain on financing arrangement relates to a $215.1 million non-cash gain on financing arrangement during the three months ended March 31, 2025.

Additionally, the prior year periods included our share of income from our Freehold Raceway joint venture.

Gain on financing arrangement relates to a $215.1 million non-cash gain on a financing arrangement during the three months ended March 31, 2025.

See Note 5, “Long-Term Debt” to the unaudited Consolidated Financial Statements for additional details.

Other primarily consisted of foreign currency revaluation for the three months ended March 31, 2026.

Loss on early extinguishment of debt for the current periods relates to the refinancing transactions of the Company’s Amended Revolving Credit Facility, Amended Term Loan A Facility, and Amended Term Loan B Facility in the second quarter of 2026.

The loss on early extinguishment of debt for the corresponding prior year periods relates to the repurchase of the 2.75% convertible notes due 2026 (the “Convertible Notes”).

For further discussion on the refinancing and repurchase transactions, see Note 5, “Long-Term Debt,” to our unaudited Consolidated Financial Statements.

Other primarily consisted of foreign currency revaluation for the three and six months ended June 30, 2026.

The corresponding prior year period primarily consisted of realized and unrealized gains and losses on equity securities held by PENN Interactive, as well as miscellaneous income and expense items.

The equity securities were sold during the second quarter of 2025.

Income tax expense was $8.7 million and $47.7 million for the three months ended March 31, 2026 and 2025, respectively.

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.

Income tax expense was $7.1 million and $6.4 million for the three months ended June 30, 2026 and 2025, respectively, and $15.8 million and $54.1 million for the six months ended June 30, 2026 and 2025, respectively.

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.

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

The change in the effective tax rate for the three months ended March 31, 2026, as compared to the corresponding prior period was primarily due to:

The change in the effective tax rate for the three and six months ended June 30, 2026, as compared to the corresponding prior periods was primarily due to:

(i) excluding certain foreign losses for which no tax benefit can be recognized in our worldwide effective tax rate calculation;

1 unchanged sentence

(iii) state taxes;

and (iv) changes to the valuation allowance.

and (iv) changes in uncertain tax positions.

See Note 8, “Income Taxes” to the unaudited Consolidated Financial Statements for additional details.

1 unchanged sentence

These and other factors, including our history and projections of pre-tax earnings, are considered in assessing the realizability of our net deferred tax assets.

Segment comparison of the three months ended March 31, 2026 and 2025

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.

Segment Comparison of the Three and Six Months Ended June 30, 2026 and 2025

Northeast Segment

For the three months ended March 31, Change

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

(dollars in millions) 2026 2025 $ % 2026 2025 $ %

3 unchanged sentences

Adjusted EBITDAR $ 220.2 $ 209.5 $ 10.7 5.1 % $ 414.7 $ 403.7 $ 11.0 2.7 %

Adjusted EBITDAR margin 28.3 % 28.5 % (20) bps

The Northeast segment’s revenues for the three months ended March 31, 2026 increased by $6.2 million, compared to the prior year period, despite weather events negatively impacting the segment.

Increases in revenue were primarily due to an increase in gaming revenues, particularly slots revenues, as well as an increase in food and beverage revenue.

For the three months ended March 31, 2026, the Northeast segment’s Adjusted EBITDAR increased $0.4 million and A djusted EBITDAR margin decreased to 28.3%.

Adjusted EBITDAR margin 30.1 % 29.4 % 70 bps 29.2 % 29.0 % 20 bps

The Northeast segment’s revenues for the three and six months ended June 30, 2026 increased by $20.0 million and $26.2 million, respectively, compared to the corresponding prior year periods, primarily due to increases in gaming revenues, particularly slots revenues, as well as increases in hotel revenue.

The current year periods benefited from the opening of the new hotel tower at Hollywood Casino Columbus on June 12, 2026, which, along with four of our other Northeast segment properties, had record revenues during the second quarter of 2026 .

For the three and six months ended June 30, 2026, the Northeast segment’s Adjusted EBITDAR increased $10.7 million and $11.0 million, respectively, and A djusted EBITDAR margin increased to 30.1% and 29.2%, respectively, primarily due to increases in gaming revenues discussed above.

South Segment

For the three months ended March 31, Change

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

(dollars in millions) 2026 2025 $ % 2026 2025 $ %

3 unchanged sentences

Adjusted EBITDAR $ 109.0 $ 104.8 $ 4.2 4.0 % $ 213.2 $ 208.1 $ 5.1 2.5 %

Adjusted EBITDAR margin 37.0 % 35.8 % 120 bps

The South segment’s revenues for the three months ended March 31, 2026 decreased by $7.0 million, compared to the prior year period, primarily due to a decrease in gaming revenues as increased competition and severe weather events negatively impacted several of our properties, partially offset by an increase in food and beverage revenues.

For the three months ended March 31, 2026, the South segment’s Adjusted EBITDAR increased $0.9 million , and Adjusted EBITDAR margin increased to 37.0%.

The current year quarter benefited from a one-time favorable adjustment related to a legal accrual.

For the three months ended March 31, Change

Adjusted EBITDAR margin 36.1 % 34.7 % 140 bps 36.6 % 35.2 % 140 bps

The South segment’s revenues for the three months ended June 30, 2026 decreased by $0.3 million, compared to the prior year period, primarily due to a decrease in food and beverage revenues, partially offset by an increase in gaming revenues.

The South segment’s revenues for the six months ended June 30, 2026 decreased by $7.4 million, compared to the prior year period, primarily due to a decrease in gaming revenues as increased competition and severe weather events negatively impacted several of our properties during the first quarter of 2026, partially offset by an increase in food and beverage revenues.

For the three months ended June 30, 2026, the South segment’s Adjusted EBITDAR increased by $4.2 million and Adjusted EBITDAR margin increased to 36.1%, primarily due to decreases in labor costs and general and administrative expenses.

For the six months ended June 30, 2026, the South segment’s Adjusted EBITDAR increased by $5.1 million and Adjusted EBITDAR margin increased to 36.6%, primarily due to a one-time favorable adjustment related to a legal accrual in the first quarter of 2026.

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

(dollars in millions) 2026 2025 $ % 2026 2025 $ %

3 unchanged sentences

Adjusted EBITDAR $ 55.0 $ 53.5 $ 1.5 2.8 % $ 109.0 $ 99.2 $ 9.8 9.9 %

Adjusted EBITDAR margin 37.0 % 35.2 % 180 bps

The West segment’s revenues for the three months ended March 31, 2026 increased by $16.1 million, compared to the corresponding prior year period, due to increases in both food, beverage, hotel, and other revenues, as well as gaming revenues.

Increases during the three months ended March 31, 2026 were driven primarily by the opening of the second hotel tower at M Resort on December 1, 2025 and an increase in gaming revenues at our Ameristar Black Hawk property.

For the three months ended March 31, 2026, the West segment’s Adjusted EBITDAR increased $8.2 million and Adjusted EBITDAR margin increased to 37.0%, primarily due to the increases in revenues discussed above.

Adjusted EBITDAR margin 36.3 % 38.9 % (260) bps 36.7 % 37.1 % (40) bps

The West segment’s revenues for the three and six months ended June 30, 2026 increased by $13.8 million and $29.8 million, respectively, compared to the corresponding prior year periods, due to increases in both gaming revenues and food, beverage, hotel, and other revenues.

Increases during the three and six months ended June 30, 2026 were driven primarily by the opening of the second hotel tower at M Resort on December 1, 2025, which, along with one of our other West segment properties, had record revenues during the second quarter of 2026.

For the three and six months ended June 30, 2026, the West segment’s Adjusted EBITDAR increased by $1.5 million and $9.8 million, respectively, primarily due to the increases in revenues discussed above.

For the three and six months ended June 30, 2026, the West segment’s Adjusted EBITDAR margin decreased to 36.3% and 36.7%, respectively, primarily due to a one-time favorable adjustment in the prior year period coupled with a one-time unfavorable legal settlement in the current year period.

Midwest Segment

For the three months ended March 31, Change

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

(dollars in millions) 2026 2025 $ % 2026 2025 $ %

3 unchanged sentences

Adjusted EBITDAR $ 133.0 $ 121.8 $ 11.2 9.2 % $ 251.7 $ 235.6 $ 16.1 6.8 %

Adjusted EBITDAR margin 38.8 % 40.2 % (140) bps

The Midwest segment’s revenues for the three months ended March 31, 2026 increased by $23.0 million, compared to the prior year period, primarily due to an increase in gaming revenues driven by the relocation of Joliet from a riverboat casino operation to a new land-based facility that opened on August 11, 2025.

The increase in gaming revenues was also due to increases at our Hollywood Casino St.

Louis and River City Casino properties.

For the three months ended March 31, 2026, the Midwest segment’s Adjusted EBITDAR increased $4.9 million due to the increase in revenues discussed above, partially offset by increases in gaming taxes, labor costs, and marketing expenses.

A djusted EBITDAR margin decreased to 38.8%, primarily due to the increases in gaming taxes, labor costs, and marketing expenses.

Adjusted EBITDAR margin 41.5 % 41.0 % 50 bps 40.2 % 40.6 % (40) bps

The Midwest segment’s revenues for the three and six months ended June 30, 2026 increased by $23.6 million and $46.6 million, respectively, compared to the corresponding prior year periods, primarily due to increases in gaming revenues driven by the relocation of Joliet from a riverboat casino operation to a new land-based facility that opened on August 11, 2025.

Additionally, two of our other Midwest segment properties had record revenues during the second quarter of 2026.

For the three and six months ended June 30, 2026, the Midwest segment’s Adjusted EBITDAR increased by $11.2 million and $16.1 million, respectively, due to the increase in revenues discussed above .

For the three months ended June 30, 2026, A djusted EBITDAR margin increased to 41.5% primarily due to the increases in gaming revenues discussed above and a one-time favorable property tax adjustment.

For the six months ended June 30, 2026, A djusted EBITDAR margin decreased to 40.2%, primarily due to increases in marketing expenses, labor costs, and gaming taxes, partially offset by the increases in revenue and the property tax adjustment, both as discussed above.

Interactive Segment

For the three months ended March 31, Change

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

(dollars in millions) 2026 2025 $ % 2026 2025 $ %

6 unchanged sentences

Adjusted EBITDA margin

(3.0) % (30.7) % N/M

(2.7) % (19.6) % N/M (2.9) % (24.9) % N/M

(1) - “Food, beverage, hotel, and other” only includes “other” revenue.

N/M - Not meaningful

The Interactive segment’s revenues for the three months ended March 31, 2026 increased by $68.2 million, compared to the corresponding prior year period, primarily due to increases in other revenues and gaming revenues.

Gaming revenues were positively impacted by higher hold rates compared to the corresponding prior year period, as well as growth in our Hollywood-branded iCasino and theScore Bet iCasino apps.

O nline sports betting also benefitted from lower promotional expenses compared to the corresponding prior year period .

Other revenues include gaming tax amounts related to third-party online sports betting and/or iCasino partners for online sports betting 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 three months ended March 31, 2026, the Interactive segment’s Adjusted EBITDA and Adjusted EBITDA margin increased primarily due to the increase in gaming revenues, discussed above, and a decrease in marketing expense.

For the three months ended March 31, Change

The Interactive segment’s revenues for the three and six months ended June 30, 2026 increased by $33.3 million and $101.5 million, respectively, compared to the corresponding prior year periods, primarily due to increases in other revenues.

Other revenues include gaming tax 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.

Increases to other revenue were partially offset by decreases to gaming revenues, particularly online sports revenues, due to lower handle compared to the corresponding prior year periods.

For the three and six months ended June 30, 2026, the Interactive segment’s Adjusted EBITDA and Adjusted EBITDA margin increased primarily due to decreases in marketing expense and labor costs.

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

(dollars in millions) 2026 2025 $ % 2026 2025 $ %

5 unchanged sentences

Other consists of the Company’s stand-alone racing operations, as well as corporate overhead expenses, which primarily include certain expenses such as payroll, professional f ees, travel expenses, and other general and administrative expenses that do not directly relate to or have not otherwise been allocated.

Revenues for the three months ended March 31, 2026 remained relatively flat compared to the prior year period.

Corporate overhead expenses were $28.2 million and $36.0 million for the three months ended March 31, 2026 and 2025, respectively.

Corporate overhead expenses for the three months ended March 31, 2025 included $7.7 million of legal and advisory costs related to activist activity in connection with our 2025 annual meeting of shareholders.

Changes in Adjusted EBITDAR for the three months ended March 31, 2026 primarily relate to the prior year period including $7.7 million of legal and advisory costs as described above.

Revenues for the three and six months ended June 30, 2026 remained relatively flat compared to the prior year periods.

Corporate overhead expenses were $29.5 million and $38.7 million for the three months ended June 30, 2026 and 2025, respectively, and $57.7 million and $74.7 million for the six months ended June 30, 2026 and 2025, respectively.

Corporate overhead expenses for the three and six months ended June 30, 2025 included $9.4 million and $17.1 million, respectively, of legal and advisory costs related to activist activity in connection with our 2025 annual meeting of shareholders.

Changes in Adjusted EBITDAR for the three and six months ended June 30, 2026 primarily relate to the prior year periods including $9.4 million and $17.1 million, respectively, of legal and advisory costs as described above.

Reportable Segment Measures

21 unchanged sentences

The following table includes a reconciliation of net income (loss), which is determined in accordance with GAAP, to Consolidated Adjusted EBITDA, which is a non-GAAP financial measure:

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

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

4 unchanged sentences

Gain on financing arrangement

— — — (215.1)

Loss on early extinguishment of debt 1.8 11.8 1.8 11.8

Other (income) expenses (0.1) (2.9) 0.2 (4.2)

Operating income 131.7 77.5 228.7 120.3

Stock-based compensation (1)

17.4 16.1 31.5 31.7

Cash-settled stock-based award variance (1)(2)

(2.6) (3.1) (6.0) (6.3)

Pre-opening expenses (1)

23.0 4.4 27.2 4.9

Depreciation and amortization 117.8 110.5 234.8 218.5

Impairment loss (3)

— 15.0 — 15.0

Income from unconsolidated affiliates 8.6 13.3 16.9 20.9

Non-operating items of equity method investments (4)

1.1 1.1 2.3 2.2

Other expenses (1)(5)

15.6 1.3 43.0 2.2

Consolidated Adjusted EBITDA

3 unchanged sentences

As such, significant fluctuations in the price of the Company’s common stock during any reporting period could cause significant variances to budget on cash-settled stock-based awards.

(3) Related to an impairment charge in our Midwest segment.

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

(4) For the three months ended March 31, 2026, other expenses primarily consist of 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.

(5) For the three and six months ended June 30, 2026, other expenses primarily consisted of 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, 2026, other expenses also included settlement costs and related legal and advisory fees associated with the Cooperation Agreement with HG Vora Capital Management, LLC and related parties.

LIQUIDITY AND CAPITAL RESOURCES

2 unchanged sentences

We currently believe that our operating cash flow and other sources of liquidity, as described herein, will be sufficient to meet our liquidity needs on a short and long-term basis.

For the three months ended March 31, Change

For the six months ended June 30, Change

(dollars in millions) 2026 2025 $ %

Net cash provided by operating activities $ 363.1 $ 220.1 $ 143.0 65.0 %

Net cash used in investing activities $ (84.7) $ (135.9) $ 51.2 (37.7) %

Net cash used in financing activities $ (7.0) $ (16.2) $ 9.2 (56.8) %

Net cash provided by (used in) investing activities $ 27.4 $ (272.5) $ 299.9 N/M

Net cash provided by (used in) financing activities $ (186.1) $ 28.3 $ (214.4) N/M

Operating Cash Flow

Trends in our operating cash flows tend to follow trends in operating loss, excluding non-cash charges, but can be affected by changes in working capital, the timing of significant interest payments, tax payments or refunds, and distributions from unconsolidated affiliates.

Net cash provided by operating activities increased by $80.5 million for the three months ended March 31, 2026, primarily due to an increase in our Interactive segment’s Adjusted EBITDAR.

Trends in our operating cash flows tend to follow trends in operating income, excluding non-cash charges, but can be affected by changes in working capital, the timing of significant interest payments, tax payments or refunds, and distributions from unconsolidated affiliates.

Net cash provided by operating activities increased by $143.0 million for the six months ended June 30, 2026, primarily due to increased earnings from our retail and Interactive reportable segments.

Additionally, operating cash flows benefited from favorable working capital changes driven by the timing of deposits, as well as the reversal of previously recognized tax liabilities following the favorable resolution of the Indiana tax matter, discussed further within the “Consolidated Comparison of the Three and Six Months Ended June 30, 2026 and 2025” section above.

Investing Cash Flow

Cash used in investing activities during the three months ended March 31, 2026 and 2025, was $84.7 million and $135.9 million, respectively, and primarily related to capital expenditures of $94.6 million and $125.2 million, respectively.

Cash provided by investing activities during the six months ended June 30, 2026 was $27.4 million, primarily related to the proceeds of $216.3 million from the sale-and-lease back of real estate assets for the new Aurora facility, offset by capital expenditures of $192.0 million.

Cash used in investing activities during the six months ended June 30, 2025 was $272.5 million and primarily related to capital expenditures of $284.6 million.

Capital Expenditures

Capital expenditures are accounted for as either project capital (new facilities or expansions) or maintenance capital (replacement) which is inclusive of projects such as our retail sportsbooks and hotel renovations.

Cash provided by operating activities, as well as cash available under our Amended Revolving Credit Facility, was available to fund our capital expenditures for the three months ended March 31, 2026 and 2025, as applicable.

Capital expenditures for the three months ended March 31, 2026 were $94.6 million , inclusive of $29.9 million of maintenance capital expenditures and $64.7 million of project capital expenditures.

For the year ending December 31, 2026, our anticipated maintenance capi tal expenditures are approximately $220.0 million, which include capital expenditures required under our Triple Net Leases, which require us to spend a specified percentage of total revenues.

Additionally, f or the year ending December 31, 2026 , we anticipate project capital expenditures of $200.0 million, the majority of which are in connection with the PENN Development Projects pursuant to our Master Development Agreement with GLPI (as described in Note 6, “Leases” in the notes to the unaudited Consolidated Financial Statements).

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

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 which opened on December 1, 2025.

We have requested $216.3 million in funding from GLPI for the Aurora Project, which we have not yet received, as described in Note 6, “Leases” in the notes to the unaudited Consolidated Financial Statements.

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

Cash provided by operating activities, as well as cash available under our Amended Revolving Credit Facility, was available to fund our capital expenditures for the six months ended June 30, 2026 and 2025, as applicable.

For the year ending December 31, 2026, our anticipated maintenance capi tal expenditures are approximately $220.0 million, inclusive of capital expenditures required under our Triple Net Leases, which require us to spend a specified percentage of total revenues.

Maintenance capital expenditures of $69.1 million were incurred during the six months ended June 30, 2026.

Additionally, for the year ending December 31, 2026, we anticipate project capital expenditures of $180.0 million, inclusive of $122.9 million incurred during the six months ended June 30, 2026.

Project capital expenditures primarily are in connection with the PENN Development Projects pursuant to our Master Development Agreement with GLPI (as described in Note 6, “Leases” in the notes to the unaudited Consolidated Financial Statements).

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

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.

On November 3, 2025, the Company received the full $150.0 million in committed funding from GLPI for the M Resort Project which opened on December 1, 2025.

On June 24, 2026, the company received $216.3 million in funding from GLPI (representing the full $225.0 commitment of GLPI less costs incurred by GLPI with respect to certain land parcels associated with the Aurora Project) which opened on June 24, 2026, as described in Note 6, “Leases” in the notes to the unaudited Consolidated Financial Statements.

Financing Cash Flow

For the three months ended March 31, 2026, net cash used in financing activities totaled $7.0 million, primarily related to net payments of $545.0 million on our revolving credit facility, principal payments of $25.1 million on our finance leases and financing obligations, $9.4 million in payments on insurance financing, as well as $9.4 million in principal payments on long-term debt, partially offset by proceeds from issuance of long-term debt of $600.0 million.

For the three months ended March 31, 2025, net cash used in financing activities totaled $16.2 million, primarily related to repurchases of our common stock of $25.0 million, principal payments of $23.8 million on our finance leases and financing obligations, $12.4 million in payments on insurance financing, as well as $9.4 million in principal payments on long-term debt, offset by $60.0 million of net proceeds from our revolving credit facility.

For the six months ended June 30, 2026, net cash used in financing activities totaled $186.1 million, primarily related to repayments on our credit facilities of $1.4 billion, net payments of $570.0 million on our revolving credit facility, repayment of $106.7 million of our Convertible Notes, principal payments of $50.2 million on our finance leases and financing obligations, $17.1 million in payments on insurance financing, as well as $11.9 million in principal payments on long-term debt, offset by proceeds from issuance of term loans of $1.4 billion and proceeds from issuance of bonds of $600.0 million.

For the six months ended June 30, 2025, net cash provided by financing activities totaled $28.3 million, primarily related to net proceeds from our revolving credit facility of $467.5 million, offset by repurchases of $223.8 million of our Convertible Notes, repurchases of $115.3 million of our common stock, principal payments of $48.2 million on our finance leases and finance obligations, $16.8 million in payments on insurance financing, as well as $18.8 million in principal payments on long-term debt.

Debt Issuance and Other Long-Term Obligations

As of March 31, 2026, we had $2.9 billion in aggregate principal amount of indebtedness, including $1.4 billion outstanding under our Amended Credit Facilities, $400.0 million outstanding under our 5.625% Notes, $400.0 million outstanding under our 4.125% Notes, $600.0 million outstanding on our 6.75% Notes, $106.7 million outstanding under our Convertible Notes, and $7.8 million outstanding in other long-term obligations.

We ha d $25.0 million drawn on our Amended Revolving Credit Facility.

As of June 30, 2026, we had $2.8 billion in aggregate principal amount of indebtedness, including $1.4 billion outstanding under our Amended Credit Facilities, $400.0 million outstanding under our 5.625% Notes, $400.0 million outstanding under our 4.125% Notes, $600.0 million outstanding under our 6.75% Notes, and $7.8 million outstanding in other long-term obligations.

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.

See definitions for (i) Amended Credit Facilities;

2 unchanged sentences

(iv) 6.75% Notes;

(v) Convertible Notes;

and (vi) Amended Revolving Credit Facility in Note 5, “Long-Term Debt” in the notes to the unaudited Consolidated Financial Statements.

T he Convertible Notes and 5.625% Notes are scheduled to mature within twelve months, however, the Company intends to refinance both on a long-term basis.

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.

and (v) Amended Revolving Credit Facility in Note 5, “Long-Term Debt” in the notes to the unaudited Consolidated Financial Statements.

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.

2 unchanged sentences

Net proceeds of the 6.75% Notes were used to repay borrowings under 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 (as defined in Note 5, “Long-Term Debt” in the notes to the unaudited Consolidated Financial Statements) .

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 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.

On April 16, 2026, PENN entered into a Third Amendment (the “Third Amendment Agreement”) to its Second Amended and Restated Credit Agreement (as defined in Note 5, “Long-Term Debt” in the notes to the unaudited Consolidated Financial Statements).

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.

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.

On May 28, 2026, PENN entered into a Fourth Amendment (the “Fourth Amendment Agreement”) to its Second Amended and Restated Credit Agreement (as defined in Note 5, “Long-Term Debt” in the notes to the unaudited Consolidated Financial Statements) 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 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.

Our Amended Credit Facilities, 5.625% Notes, 4.125% Notes, and 6.75% Notes require us, among other obligations, to maintain specified financial ratios and to satisfy certain financial tests.

2 unchanged sentences

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

As of March 31, 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.

5 unchanged sentences

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 and six months ended June 30, 2026.

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

14 unchanged sentences

Total payments made to our REIT Landlords, GLPI and VICI, 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

3 unchanged sentences

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

25 unchanged sentences

A complete discussion of our critical accounting estimates is included in our Form 10-K for the year ended December 31, 2025.

There have been no significant changes in our critical accounting estimates during the three months ended March 31, 2026.

There have been no significant changes in our critical accounting estimates during the six months ended June 30, 2026.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

5 unchanged sentences

the Company’s expectations of future results of operations and financial condition, including, but not limited to, projections of revenue, Segment Adjusted EBITDAR, Consolidated Adjusted EBITDA, and other financial measures;

the assumptions provided regarding the guidance, including the scale and timing of the Company’s product and technology investments;

the assumptions provided regarding the guidance, including the anticipated benefits and timing of the Company’s development projects, other expected internal drivers and external tailwinds;

the Company’s expectations regarding cash flow generation and near-term deleveraging;

the Company’s expectations regarding results and customer growth and the impact of competition in retail/mobile/online sportsbooks, iCasino, social gaming, and retail operations;

the Company’s expectations regarding results and customer growth and the impact of competition in retail/mobile/online sportsbooks (including prediction markets), iCasino, social gaming, and retail operations;

the Company’s development and launch of its Interactive segment’s products in new jurisdictions and enhancements to existing Interactive segment products;

the future success of theScore Bet, Hollywood iCasino and its other digital offerings;

the anticipated benefits of the Company’s realigned digital strategy;

the Company’s expectations regarding share repurchases;

the future success of theScore Bet, theScore Casino, Hollywood iCasino and its other digital offerings;

the Company’s expectations with respect to share repurchases;

the Company’s expectations that its portfolio of assets provides a benefit of geographically-diversified cash flows from operations;

4 unchanged sentences

strategic investments and acquisitions;

cross-sell opportunities between our retail gaming, online sports betting (“OSB”), and iCasino businesses;

cross-sell opportunities between our retail gaming, online sports betting, and iCasino businesses;

our ability to obtain financing for our development projects on attractive terms;

the timing, cost and expected impact of planned capital expenditures on the Company’s results of operations;

and the actions of regulatory, legislative, or executive authorities, or judicial decisions at the federal, state, provincial, or local level with regard to our business and the impact of any such actions or decisions.

and the actions of regulatory, legislative, executive, or judicial decisions at the federal, state, provincial, or local level with regard to our business and the impact of any such actions.

Such statements are all subject to risks, uncertainties and changes in circumstances that could significantly affect the Company’s future financial results and business.

2 unchanged sentences

the effects of economic and market conditions in the markets in which the Company operates or otherwise, including the impact of global supply chain disruptions, price inflation, changes in interest rates, economic downturns, changes in trade policies, and geopolitical and regulatory uncertainty;

competition with other retail and online gaming and sports betting, entertainment and sports content experiences, including from prediction markets and grey market or illegal offerings;

competition with other retail and online gaming and sports betting, entertainment and sports content experiences;

the timing, cost and expected impact of product and technology investments;

1 unchanged sentence

our ability to successfully acquire and integrate new properties and operations and achieve expected synergies from acquisitions;

the availability of future borrowings under our Amended Credit Facilities or other sources of capital to enable us to service our indebtedness, make rent payments under our lease agreements, make anticipated capital expenditures or pay off or refinance our indebtedness prior to maturity;

the availability of future borrowings under our Amended Credit Facilities or other sources of capital to enable us to service our indebtedness, make anticipated capital expenditures or pay off or refinance our indebtedness prior to maturity;

the impact of indemnification obligations under the Barstool SPA;

our ability to realize the anticipated benefits of our realigned digital strategy;

our ability to attract and retain user adoption of theScore Bet and Hollywood iCasino apps in a rapidly evolving and highly competitive market;

our ability to attract and retain user adoption of theScore Bet, theScore Casino, and Hollywood iCasino apps in a rapidly evolving and highly competitive market;

the outcome of any legal proceedings that may be instituted against the Company, or its respective directors, officers or employees;

7 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 2. Management’s Discussion and Analysis