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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☑						QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


☐						TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number: 0-24206

PENN Entertainment, Inc.

(Exact name of registrant as specified in its charter)


Pennsylvania			23-2234473
(State or other jurisdiction of incorporation or organization)			(I.R.S. employer identification no.)
825 Berkshire Blvd., Suite 200	Wyomissing,	Pennsylvania	19610
(Address of principal executive offices)			(Zip code)

(610) 373-2400

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	PENN	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☑	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

As of October 31, 2025, the number of shares of the registrant’s common stock outstanding was 133,249,972 (including 379,941 shares of a subsidiary of registrant which are exchangeable into registrant’s common stock).

PENN ENTERTAINMENT, INC. AND SUBSIDIARIES

TABLE OF CONTENTS


			Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)			1
Consolidated Balance Sheets - September 30, 2025 and December 31, 2024			2
Consolidated Statements of Operations - for the Three and Nine Months Ended September 30, 2025 and 2024			3
Consolidated Statements of Comprehensive Loss - for the Three and Nine Months Ended September 30, 2025 and 2024			4
Consolidated Statements of Changes in Stockholders’ Equity - for the Three and Nine Months Ended September 30, 2025 and 2024			5
Consolidated Statements of Cash Flows - for the Nine Months Ended September 30, 2025 and 2024			7
Notes to the Consolidated Financial Statements			9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			38
Item 3. Quantitative and Qualitative Disclosure About Market Risk			57
Item 4. Controls and Procedures			58
PART II. OTHER INFORMATION
Item 1. Legal Proceedings			59
Item 1A. Risk Factors			59
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			62
Item 5. Other Information			63
Item 6. Exhibits			64
Signatures			65

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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PENN ENTERTAINMENT, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


(in millions, except share and per share data)	September 30, 2025		December 31, 2024
Assets
Current assets
Cash and cash equivalents	$	660.1	$	706.6
Accounts receivable, net	231.0		256.8
Prepaid expenses	141.5		152.3
Other current assets	55.1		38.7
Total current assets	1,087.7		1,154.4
Property and equipment, net	3,777.7		3,705.0
Investment in and advances to unconsolidated affiliates	80.4		86.2
Goodwill	1,784.8		2,563.1
Other intangible assets, net	1,506.3		1,529.9

Operating lease right-of-use assets	3,899.3		3,976.8
Finance lease right-of-use assets	1,946.9		2,014.3
Other assets	227.4		232.0
Total assets	$	14,310.5	$	15,261.7

Liabilities
Current liabilities
Accounts payable	$	69.7	$	50.8
Current maturities of long-term debt	38.2		38.2
Current portion of financing obligations	45.2		43.5
Current portion of operating lease liabilities	372.7		322.1
Current portion of finance lease liabilities	49.0		53.2
Accrued expenses and other current liabilities	867.9		907.3
Total current liabilities	1,442.7		1,415.1
Long-term debt, net of current maturities, debt discounts, and debt issuance costs	2,796.3		2,732.5
Long-term portion of financing obligations	2,309.4		2,343.1
Long-term portion of operating lease liabilities	3,534.4		3,654.3
Long-term portion of finance lease liabilities	2,027.6		2,062.3
Deferred income taxes	117.3		61.0
Other long-term liabilities	130.0		135.0
Total liabilities	12,357.7		12,403.3
Commitments and contingencies (Note 9)
Stockholders’ equity
Series B Preferred stock ($0.01 par value, 1,000,000 shares authorized, no shares issued and outstanding)	—		—
Series C Preferred stock ($0.01 par value, 18,500 shares authorized, no shares issued and outstanding)	—		—
Series D Preferred stock ($0.01 par value, 5,000 shares authorized, no shares issued and outstanding)	—		—
Common stock ($0.01 par value, 400,000,000 shares authorized, 178,100,726 and 177,396,073 shares issued, and 137,719,193 and 152,229,171 shares outstanding)	1.8		1.8
Exchangeable shares ($0.01 par value, 768,441 shares authorized and issued in both periods, 379,941 and 466,534 shares outstanding)	—		—
Treasury stock, at cost (40,381,533 and 25,166,902 shares)	(1,051.3)		(779.5)
Additional paid-in capital	4,626.7		4,542.4
Accumulated deficit	(1,417.2)		(647.0)
Accumulated other comprehensive loss	(201.2)		(255.0)
Total PENN Entertainment, Inc. stockholders’ equity	1,958.8		2,862.7
Non-controlling interest	(6.0)		(4.3)
Total stockholders’ equity	1,952.8		2,858.4
Total liabilities and stockholders’ equity	$	14,310.5	$	15,261.7

See accompanying notes to the unaudited Consolidated Financial Statements.

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PENN ENTERTAINMENT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	For the three months ended September 30,				For the nine months ended September 30,
(in millions, except per share data)	2025		2024		2025		2024
Revenues
Gaming	$	1,325.2	$	1,288.0	$	3,991.2	$	3,878.6
Food, beverage, hotel, and other	392.1		351.2		1,163.6		1,030.5
Total revenues	1,717.3		1,639.2		5,154.8		4,909.1
Operating expenses
Gaming	852.4		826.1		2,575.9		2,576.7
Food, beverage, hotel, and other	284.2		244.4		831.1		715.2
General and administrative	417.9		392.5		1,231.2		1,170.1
Depreciation and amortization	114.2		108.7		332.7		326.5
Impairment losses	825.0		—		840.0		—
Total operating expenses	2,493.7		1,571.7		5,810.9		4,788.5
Operating income (loss)	(776.4)		67.5		(656.1)		120.6
Other income (expenses)
Interest expense, net	(97.2)		(118.4)		(303.9)		(356.9)
Interest income	2.3		6.3		7.6		19.2
Income from unconsolidated affiliates	8.2		7.1		29.1		22.1
Gain on REIT transaction, net	3.3		—		3.3		—
Gain on financing arrangement	—		—		215.1		—
Loss on early extinguishment of debt	—		—		(11.8)		—
Other	—		2.8		4.2		2.5
Total other expenses	(83.4)		(102.2)		(56.4)		(313.1)
Loss before income taxes	(859.8)		(34.7)		(712.5)		(192.5)
Income tax benefit (expense)	(5.3)		(2.8)		(59.4)		13.0
Net loss	(865.1)		(37.5)		(771.9)		(179.5)
Net loss attributable to non-controlling interest	0.5		0.8		1.7		1.3
Net loss attributable to PENN Entertainment, Inc.	$	(864.6)	$	(36.7)	$	(770.2)	$	(178.2)

Loss per share:
Basic loss per share	$	(6.03)	$	(0.24)	$	(5.20)	$	(1.17)
Diluted loss per share	$	(6.03)	$	(0.24)	$	(5.20)	$	(1.17)

Weighted-average common shares outstanding—basic	143.5		152.2		148.2		152.1
Weighted-average common shares outstanding—diluted	143.5		152.2		148.2		152.1

See accompanying notes to the unaudited Consolidated Financial Statements.

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PENN ENTERTAINMENT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(UNAUDITED)


	For the three months ended September 30,				For the nine months ended September 30,
(in millions)	2025		2024		2025		2024
Net loss	$	(865.1)	$	(37.5)	$	(771.9)	$	(179.5)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment	(38.2)		18.6		53.8		(36.9)
Other comprehensive income (loss)	(38.2)		18.6		53.8		(36.9)
Total comprehensive loss	(903.3)		(18.9)		(718.1)		(216.4)
Comprehensive loss attributable to non-controlling interest	0.5		0.8		1.7		1.3
Comprehensive loss attributable to PENN Entertainment, Inc.	$	(902.8)	$	(18.1)	$	(716.4)	$	(215.1)

See accompanying notes to the unaudited Consolidated Financial Statements.

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PENN ENTERTAINMENT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)


	Three Months Ended September 30, 2025 and 2024
	Preferred Stock			Common Stock						Treasury Stock		Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total PENN Stockholders’ Equity		Non-Controlling Interest		Total Stockholders’ Equity
(in millions, except share data)	Shares	Amount		PENN Entertainment, Inc. Shares	Amount		Exchangeable Shares	Amount
Balance as of July 1, 2025	—	$	—	145,452,528	$	1.8	380,478	$	—	$	(895.8)	$	4,597.7	$	(552.6)	$	(163.0)	$	2,988.1	$	(5.5)	$	2,982.6
Share-based compensation arrangements	—	—		231,410	—		—	—		—		16.8		—		—		16.8		—		16.8

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



Exchangeable share conversions	—	—		537	—		(537)	—		—		—		—		—		—		—		—
Investment Agreement warrants	—	—		—	—		—	—		—		14.5		—		—		14.5		—		14.5
Currency translation adjustment	—	—		—	—		—	—		—		—		—		(38.2)		(38.2)		—		(38.2)
Net loss	—	—		—	—		—	—		—		—		(864.6)		—		(864.6)		(0.5)		(865.1)
Other	—	—		—	—		—	—		(1.4)		(2.3)		—		—		(3.7)		—		(3.7)
Balance as of September 30, 2025	—	$	—	137,719,193	$	1.8	379,941	$	—	$	(1,051.3)	$	4,626.7	$	(1,417.2)	$	(201.2)	$	1,958.8	$	(6.0)	$	1,952.8

Balance as of July 1, 2024	—	$	—	152,116,584	$	1.8	469,878	$	—	$	(779.5)	$	4,487.4	$	(477.0)	$	(176.8)	$	3,055.9	$	(3.0)	$	3,052.9
Share-based compensation arrangements	—	—		39,069	—		—	—		—		12.9		—		—		12.9		—		12.9





Exchangeable share conversions	—	—		935	—		(935)	—		—		—		—		—		—		—		—
Investment Agreement warrants	—	—		—	—		—	—		—		14.4		—		—		14.4		—		14.4
Currency translation adjustment	—	—		—	—		—	—		—		—		—		18.6		18.6		—		18.6
Net loss	—	—		—	—		—	—		—		—		(36.7)		—		(36.7)		(0.8)		(37.5)
Other	—	—		—	—		—	—		—		(0.4)		—		—		(0.4)		—		(0.4)
Balance as of September 30, 2024	—	$	—	152,156,588	$	1.8	468,943	$	—	$	(779.5)	$	4,514.3	$	(513.7)	$	(158.2)	$	3,064.7	$	(3.8)	$	3,060.9

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	Nine Months Ended September 30, 2025 and 2024
	Preferred Stock			Common Stock						Treasury Stock		Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total PENN Stockholders’ Equity		Non-Controlling Interest		Total Stockholders’ Equity
(in millions, except share data)	Shares	Amount		PENN Entertainment, Inc. Shares	Amount		Exchangeable Shares	Amount
Balance as of January 1, 2025	—	$	—	152,229,171	$	1.8	466,534	$	—	$	(779.5)	$	4,542.4	$	(647.0)	$	(255.0)	$	2,862.7	$	(4.3)	$	2,858.4
Share-based compensation arrangements	—	—		618,060	—		—	—		—		48.5		—		—		48.5		—		48.5

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



Exchangeable share conversions	—	—		86,593	—		(86,593)	—		—		—		—		—		—		—		—
Investment Agreement warrants	—	—		—	—		—	—		—		43.0		—		—		43.0		—		43.0
Currency translation adjustment	—	—		—	—		—	—		—		—		—		53.8		53.8		—		53.8
Net loss	—	—		—	—		—	—		—		—		(770.2)		—		(770.2)		(1.7)		(771.9)
Other	—	—		—	—		—	—		(2.4)		(7.2)		—		—		(9.6)		—		(9.6)
Balance as of September 30, 2025	—	$	—	137,719,193	$	1.8	379,941	$	—	$	(1,051.3)	$	4,626.7	$	(1,417.2)	$	(201.2)	$	1,958.8	$	(6.0)	$	1,952.8

Balance as of January 1, 2024	—	$	—	151,552,694	$	1.8	560,267	$	—	$	(779.5)	$	4,436.6	$	(335.5)	$	(121.3)	$	3,202.1	$	(2.5)	$	3,199.6
Share-based compensation arrangements	—	—		440,467	—		—	—		—		39.0		—		—		39.0		—		39.0



Common stock issuance	—	—		4,055	—		—	—		—		0.1		—		—		0.1		—		0.1
Exchangeable share issuance	—	—		—	—		68,048	—		—		—		—		—		—		—		—
Exchangeable share conversions	—	—		159,372	—		(159,372)	—		—		—		—		—		—		—		—
Investment Agreement warrants	—	—		—	—		—	—		—		43.1		—		—		43.1		—		43.1
Currency translation adjustment	—	—		—	—		—	—		—		—		—		(36.9)		(36.9)		—		(36.9)
Net loss	—	—		—	—		—	—		—		—		(178.2)		—		(178.2)		(1.3)		(179.5)
Other	—	—		—	—		—	—		—		(4.5)		—		—		(4.5)		—		(4.5)
Balance as of September 30, 2024	—	$	—	152,156,588	$	1.8	468,943	$	—	$	(779.5)	$	4,514.3	$	(513.7)	$	(158.2)	$	3,064.7	$	(3.8)	$	3,060.9

See accompanying notes to the unaudited Consolidated Financial Statements.

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PENN ENTERTAINMENT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	For the nine months ended September 30,
(in millions)	2025		2024
Operating activities
Net loss	$	(771.9)	$	(179.5)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	332.7		326.5

Non-cash interest expense	14.2		34.1
Non-cash operating lease expense	266.0		236.5



Gain on REIT transaction, net	(3.3)		—





Income from unconsolidated affiliates	(29.1)		(22.1)
Return on investment from unconsolidated affiliates	28.5		24.6
Deferred income taxes	55.5		(34.9)
Stock-based compensation	48.5		39.0
Investment Agreement warrant expense	43.0		53.4
Impairment losses	840.0		—
Gain on financing arrangement	(215.1)		—
Loss on early extinguishment of debt	11.8		—
Changes in operating assets and liabilities
Accounts receivable	24.3		76.3

Prepaid expenses and other current assets	11.8		33.6
Other assets	(13.8)		(38.4)
Accounts payable	7.5		29.8
Accrued expenses	1.0		(84.7)
Income taxes	(2.1)		22.0
Operating lease liabilities	(254.6)		(222.3)
Other current and long-term liabilities	(17.5)		(67.9)
Other	23.6		30.4
Net cash provided by operating activities	401.0		256.4
Investing activities

Capital expenditures	(457.3)		(261.7)





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

Proceeds from sale of investments	17.8		0.5

Consideration paid for gaming licenses and other intangible assets	(29.3)		(49.4)
Other	35.5		(2.1)
Net cash used in investing activities	(303.3)		(312.7)

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	For the nine months ended September 30,
(in millions)	2025		2024
Financing activities
Proceeds from revolving credit facility	727.5		—
Repayments of revolving credit facility	(217.5)		—


Repurchases of convertible debt	(223.8)		—
Principal payments on long-term debt	(28.2)		(28.2)



Principal payments on financing obligations	(32.4)		(30.5)
Principal payments on finance leases	(39.8)		(37.5)


Repurchases of common stock	(269.4)		—


Payments on insurance financing	(27.1)		(28.6)

Indemnification payments	—		(30.5)
Other	(18.3)		(19.7)
Net cash used in financing activities	(129.0)		(175.0)
Effect of currency rate changes on cash, cash equivalents, and restricted cash	(0.4)		(0.9)
Change in cash, cash equivalents, and restricted cash	(31.7)		(232.2)
Cash, cash equivalents, and restricted cash at the beginning of the year	723.8		1,094.4
Cash, cash equivalents, and restricted cash at the end of the period	$	692.1	$	862.2


Reconciliation of cash, cash equivalents, and restricted cash:
Cash and cash equivalents	$	660.1	$	834.0
Restricted cash included in Other current assets	30.8		27.0
Restricted cash included in Other assets	1.2		1.2
Total cash, cash equivalents, and restricted cash	$	692.1	$	862.2

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


Non-cash activities:


Accrued capital expenditures	$	62.8	$	54.1

See accompanying notes to the unaudited Consolidated Financial Statements.

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PENN ENTERTAINMENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1—Organization

Organization: PENN Entertainment, Inc., together with its subsidiaries (“PENN,” the “Company,” “we,” “our,” or “us”), operates in 28 jurisdictions throughout North America, with a broadly diversified portfolio of casinos, racetracks, and online sports betting and iCasino offerings. PENN’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 PlayTM customer loyalty program, offering its over 33 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; the most significant of which are with Gaming and Leisure Properties, Inc. (Nasdaq: 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 7, “Leases” and collectively referred to as the “Master Leases”).

Note 2—Significant Accounting Policies and Basis of Presentation

Basis of Presentation: The unaudited Consolidated Financial Statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and with the rules and regulations of the United States (“U.S.”) Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and notes required by GAAP for complete consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement have been included.

Results of operations and cash flows for the interim periods presented herein are not necessarily indicative of the results that would be achieved during a full year of operations or in future periods. These unaudited Consolidated Financial Statements and notes thereto should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Principles of Consolidation: The unaudited Consolidated Financial Statements include the accounts of PENN Entertainment, Inc. and its subsidiaries. Investments in and advances to unconsolidated affiliates that do not meet the consolidation criteria of the authoritative guidance for voting interest entities (“VOEs”) or variable interest entities (“VIEs”) are accounted for under the equity method. All intercompany accounts and transactions have been eliminated in consolidation.

Reclassifications: Certain reclassifications have been made to conform the prior period presentation with current year presentation.

Use of Estimates: The preparation of unaudited Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities at the date of the financial statements, and (iii) the reported amounts of revenues and expenses during the reporting period. We applied estimation methods consistently for the periods presented within the unaudited Consolidated Financial Statements. Actual results may differ from those estimates.

Segment Information: We have five reportable segments: Northeast, South, West, Midwest, and Interactive. Our gaming and racing properties are grouped by geographic location, and each is viewed as an operating segment with the exception of our two properties in Jackpot, Nevada, which are viewed as one operating segment. We consider our combined Video Gaming Terminal (“VGT”) operations, by state, to be separate operating segments.

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The Northeast, South, West, and Midwest segments (referred to as our “retail segments”) primarily generate revenue from gaming operations (such as slot machines and table games), food and beverage offerings, and hotel visitation. The Interactive segment includes all of our online sports betting, online casino/iCasino, and social gaming (collectively referred to as “online gaming”) operations, management of retail sports betting, and media operations. See Note 13, “Segment Information” and Note 7, “Leases” for further segment and lease structure information, respectively. For financial reporting purposes, we aggregate our operating segments into the following reportable segments:

Location

Real Estate Assets Lease or Ownership Structure

Northeast segment

Ameristar East Chicago

East Chicago, Indiana

Pinnacle Master Lease

Hollywood Casino Bangor

Bangor, Maine

AR PENN Master Lease

Hollywood Casino at Charles Town Races

Charles Town, West Virginia

AR PENN Master Lease

Hollywood Casino Columbus

Columbus, Ohio

2023 Master Lease

Hollywood Casino at Greektown

Detroit, Michigan

Greektown Lease

Hollywood Casino Lawrenceburg

Lawrenceburg, Indiana

AR PENN Master Lease

Hollywood Casino Morgantown

Morgantown, Pennsylvania

Morgantown Lease (1)

Hollywood Casino at PENN National Race Course

Grantville, Pennsylvania

AR PENN Master Lease

Hollywood Casino Perryville

Perryville, Maryland

2023 Master Lease

Hollywood Casino at The Meadows

Washington, Pennsylvania

2023 Master Lease

Hollywood Casino Toledo

Toledo, Ohio

2023 Master Lease

Hollywood Casino York

York, Pennsylvania

Operating Lease (not with REIT Landlord)

Hollywood Gaming at Dayton Raceway

Dayton, Ohio

AR PENN Master Lease

Hollywood Gaming at Mahoning Valley Race Course

Youngstown, Ohio

AR PENN Master Lease

Marquee by PENN (2)

Pennsylvania

N/A

Plainridge Park Casino

Plainville, Massachusetts

Pinnacle Master Lease

South segment

1st Jackpot Casino

Tunica, Mississippi

AR PENN Master Lease

Ameristar Vicksburg

Vicksburg, Mississippi

Pinnacle Master Lease

Boomtown Biloxi

Biloxi, Mississippi

AR PENN Master Lease

Boomtown Bossier City

Bossier City, Louisiana

Pinnacle Master Lease

Boomtown New Orleans

New Orleans, Louisiana

Pinnacle Master Lease

Hollywood Casino Gulf Coast

Bay St. Louis, Mississippi

AR PENN Master Lease

Hollywood Casino Tunica

Tunica, Mississippi

AR PENN Master Lease

L’Auberge Baton Rouge

Baton Rouge, Louisiana

Pinnacle Master Lease

L’Auberge Lake Charles

Lake Charles, Louisiana

Pinnacle Master Lease

Margaritaville Resort Casino

Bossier City, Louisiana

Margaritaville Lease

West segment

Ameristar Black Hawk

Black Hawk, Colorado

Pinnacle Master Lease

Cactus Petes and Horseshu

Jackpot, Nevada

Pinnacle Master Lease

M Resort Spa Casino

Henderson, Nevada

2023 Master Lease

Zia Park Casino

Hobbs, New Mexico

AR PENN Master Lease

Midwest segment

Ameristar Council Bluffs

Council Bluffs, Iowa

Pinnacle Master Lease

Argosy Casino Alton (3)

Alton, Illinois

AR PENN Master Lease

Argosy Casino Riverside

Riverside, Missouri

AR PENN Master Lease

Hollywood Casino Aurora

Aurora, Illinois

2023 Master Lease

Hollywood Casino Joliet

Joliet, Illinois

2023 Master Lease

Hollywood Casino at Kansas Speedway (4)

Kansas City, Kansas

Owned - Joint Venture

Hollywood Casino St. Louis

Maryland Heights, Missouri

AR PENN Master Lease

Prairie State Gaming (2)

Illinois

N/A

River City Casino

St. Louis, Missouri

Pinnacle Master Lease

(1)Upon termination of the Morgantown Lease, ownership of the constructed building and all tenant improvements will transfer from the Company to GLPI.

(2)VGT route operations.

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

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

Revenue Recognition: Our revenue from contracts with customers consists primarily of gaming wagers, inclusive of sports betting and iCasino products, food and beverage transactions, hotel room sales, retail transactions, racing wagers, and third-party revenue sharing agreements. See Note 4, “Revenue Disaggregation” for information on our revenue by type and geographic location.

Complimentaries Associated with Gaming Contracts

Food, beverage, hotel, and other services furnished to patrons for free as an inducement to gamble at our retail properties or through the redemption of our customers’ loyalty points are recorded as “Food, beverage, hotel, and other” revenues at their estimated standalone selling prices, with an offset recorded as a reduction to “Gaming” revenues. The cost of providing complimentary goods and services to patrons as an inducement to gamble as well as for the fulfillment of our loyalty point obligation is included in “Food, beverage, hotel, and other” expenses. Revenues recorded to “Food, beverage, hotel, and other” and offset to “Gaming” revenues were as follows:


	For the three months ended September 30,				For the nine months ended September 30,
(in millions)	2025		2024		2025		2024
Food and beverage	$	61.5	$	57.3	$	182.4	$	165.7
Hotel	35.6		36.6		105.6		105.9
Other	2.4		2.3		6.2		7.7
Total complimentaries associated with gaming contracts	$	99.5	$	96.2	$	294.2	$	279.3

Additionally, the Company provides discretionary complimentaries in the form of online casino gaming slots and table games and online sports betting free play bonuses. Free play bonuses provided to patrons indirectly contribute to the gaming revenue earned by the Company and are recorded as a reduction of “Gaming” revenues.

Customer-related Liabilities

The Company has three general types of liabilities related to contracts with customers: (i) the obligation associated with its PENN Play program (loyalty points and tier status benefits), (ii) advance payments on goods and services yet to be provided and for unpaid wagers, and (iii) deferred revenue associated with third-party online sports betting and/or iCasino for online sports betting and iCasino market access.

Our PENN Play program connects the Company’s brands under one loyalty program and allows members to earn loyalty points, or “PENN Cash,” redeemable for slot play and complimentaries, such as food and beverage at our restaurants, lodging at our hotels, redemptions at the PENN Play marketplace that features popular retailers, and products offered at our retail stores across the vast majority of our properties. In addition, members of the PENN Play program earn credit toward tier status, which entitles them to receive certain other benefits, such as priority access, discounts, gifts, trips to PENN destinations, partner experiences, and PENN Cash. The obligation associated with our PENN Play program, which is included in “Accrued expenses and other current liabilities” within the unaudited Consolidated Balance Sheets, was $27.3 million and $29.7 million as of September 30, 2025 and December 31, 2024, respectively, and consisted primarily of the obligation associated with the loyalty points. Our loyalty point obligations are generally settled within six months of issuance. Changes between the opening and closing balances primarily relate to the timing of our customers’ election to redeem loyalty points as well as the timing of when our customers receive their earned tier status benefits.

The Company’s advance payments on goods and services yet to be provided and for unpaid wagers primarily consist of the following: (i) deposits on rooms and convention space; (ii) money deposited on behalf of a customer in advance of their property visit (referred to as “safekeeping” or “front money”); (iii) money deposited in an online wallet not yet wagered; (iv) money deposited in an online wallet for pending and concluded wagers not yet withdrawn; (v) outstanding tickets generated by slot machine play, sports betting, or pari-mutuel wagering; (vi) outstanding chip liabilities; (vii) unclaimed jackpots; and (viii) gift cards redeemable at our properties. Unpaid wagers generally represent obligations stemming from prior wagering events, of which revenue was previously recognized. The Company’s advance payments on goods and services yet to be provided and for unpaid wagers were $134.9 million and $151.4 million as of September 30, 2025 and December 31, 2024, respectively, and are included in “Accrued expenses and other current liabilities” within the unaudited Consolidated Balance Sheets.

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The Company’s deferred revenue is primarily related to PENN Interactive, our wholly owned interactive division, which enters into multi-year agreements with third-party online sports betting and/or iCasino operators for online sports betting and iCasino market access across our portfolio of properties.

As of September 30, 2025 and December 31, 2024, our deferred revenue balance was $37.6 million and $42.6 million, respectively, the majority of which is included in “Other long-term liabilities” within the unaudited Consolidated Balance Sheets. During the three and nine months ended September 30, 2025, we recognized revenue of $1.2 million and $5.9 million, respectively, that was included in the December 31, 2024 deferred revenue balance. During the three and nine months ended September 30, 2024, we recognized revenue of $1.1 million and $5.3 million, respectively, that was included in the December 31, 2023 deferred revenue balance.

Advertising: The Company expenses advertising costs the first time the advertising takes place or as incurred. Advertising expenses are primarily included in “Gaming” expenses within the unaudited Consolidated Statements of Operations and were $85.1 million and $99.1 million for the three months ended September 30, 2025 and 2024, respectively, and $270.5 million and $347.4 million for the nine months ended September 30, 2025 and 2024, respectively. Advertising expense includes media marketing services and brand and other rights provided by ESPN, Inc. and ESPN Enterprises Inc. (together, “ESPN”) pursuant to the Sportsbook Agreement (as defined in Note 9, “Commitments and Contingencies”) and other media placement costs.

Gaming and Pari-mutuel Taxes: We are subject to gaming and pari-mutuel taxes based on gross gaming revenue and pari-mutuel revenue in the jurisdictions in which we operate, as well as taxes on revenues derived from arrangements which allow for third-party online sports betting and/or iCasino partners to operate online sportsbooks and iCasinos under our gaming licenses. The Company primarily recognizes gaming and pari-mutuel tax expense based on the statutorily required percentage of revenue that is required to be paid to state, provincial and/or local jurisdictions in the states and provinces where or in which the wagering occurs. Also included in gaming and pari-mutuel taxes are costs to support the operations of local regulatory authorities which some jurisdictions require us to pay. Gaming and pari-mutuel taxes are recorded in “Gaming” expenses or “Food, beverage, hotel, and other” expenses within the unaudited Consolidated Statements of Operations and were $630.7 million and $568.5 million for the three months ended September 30, 2025 and 2024, respectively, and $1.9 billion and $1.7 billion for the nine months ended September 30, 2025 and 2024, respectively.

Foreign Currency Translation: The functional currency of the Company’s foreign subsidiaries is the local currency in which the subsidiary operates. Balance sheet accounts are translated at the exchange rate in effect at each balance sheet date. Translation adjustments resulting from this process are recorded to other comprehensive income or loss. Revenues and expenses are typically translated at the average exchange rates during the year. Gains or losses resulting from foreign currency transactions are included in “Other” within the unaudited Consolidated Statements of Operations.

Comprehensive Income or Loss and Accumulated Other Comprehensive Income or Loss: Comprehensive income or loss includes net income or loss and all other non-stockholder changes in equity, or other comprehensive income or loss. The balance of accumulated other comprehensive income or loss consists of foreign currency translation adjustments and unrealized gains or losses on debt securities.

Earnings or Loss Per Share: Basic earnings or loss per share (“EPS”) is computed by dividing net income or loss applicable to common stock by the weighted-average number of common shares outstanding during the period. Diluted EPS reflects the additional dilution, if any, for all potentially-dilutive securities such as warrants, stock options, unvested restricted stock awards (“RSAs”) and restricted stock units (“RSUs”) (collectively with RSAs, “restricted stock”), and convertible debt.

Guarantees and Indemnifications: The Company accounts for indemnity obligations in accordance with ASC Topic 460-20, “Contingencies” and records a liability at fair value. On August 8, 2023, we entered into a stock purchase agreement with David Portnoy (the “Barstool SPA”) and we sold 100% of the outstanding shares of Barstool common stock. Pursuant to the Barstool SPA, the Company agreed to indemnify Barstool and its subsidiaries and David Portnoy for certain tax matters. The indemnity provisions generally provide for the Company’s control of defense and settlement of claims, as well as certain other costs associated with potential tax matters related to Barstool and its subsidiaries and David Portnoy. Claims under the indemnification are paid upon demand. Provisions in the Barstool SPA limit the time within which an indemnification claim can be made to the later of the resolution of the indemnification claim or the relevant statutes of limitations. In the second quarter of 2024, the Company paid $30.5 million in settlement costs under this indemnification obligation. The maximum potential amount of future payments the Company could be required to make under this indemnification agreement is not estimable at this time due to uncertainties related to potential outcomes and other unique facts and circumstances involved in the Barstool SPA. For both periods ended as of September 30, 2025 and December 31, 2024, the Company has recorded a liability of $39.5 million for this agreement. Liabilities associated with the indemnification are recorded in “Other long-term liabilities” within the unaudited Consolidated Balance Sheets. See Note 12, “Fair Value Measurements” for more information.

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Note 3—New Accounting Pronouncements

Accounting Pronouncements Adopted

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). ASU 2023-07 updates the requirements for a public entity to disclose its significant segment expense categories and amounts for each reportable segment. A significant segment expense is considered an expense that is significant to the segment, regularly provided to or easily computed from information regularly provided to the chief operating decision maker, and included in the reported measure of segment profit or loss. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. ASU 2023-07 required a retrospective adoption to all prior periods presented in the financial statements. The adoption of ASU 2023-07 resulted in additional disclosures in the notes to the unaudited Consolidated Financial Statements. See Note 13, “Segment Information.”

Accounting Pronouncements to be Implemented

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 updates the requirements for a public entity to enhance income tax disclosures to provide a better assessment on how an entity’s operations, related tax risks, tax planning, and operational opportunities affect its tax rate and prospects for future cash flows. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, on a prospective or retrospective basis, with early adoption permitted. We will adopt the new standard in the Consolidated Financial Statements for the period ending December 31, 2025, with impacts limited to additional disclosures in the notes to the Consolidated Financial Statements.

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”). ASU 2024-03 updates the requirements for a public entity to disclose additional information about specific income statement expense categories in the notes to financial statements. ASU 2024-03 does not change or remove current expense disclosure requirements, however, it affects where this information appears in the notes to financial statements. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, on a prospective or retrospective basis, with early adoption permitted. We are assessing the guidance and currently expect adoption of the new standard to result in additional disclosures in the notes to the Consolidated Financial Statements.

In November 2024, the FASB issued ASU 2024-04, “Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments” (“ASU 2024-04”). ASU 2024-04 clarifies the determination of accounting treatment required for settlement of convertible debt (particularly, cash convertible instruments) at terms that differ from the original conversion terms. ASU 2024-04 is effective for fiscal years beginning after December 15, 2025, on a prospective or retrospective basis, with early adoption permitted. The primary purpose of the new ASU 2024-04 is to improve the relevance and consistency in application of the induced conversion guidance in Subtopic 470-20, Debt—Debt with Conversion and Other Options. We are assessing the guidance and currently do not expect the new standard to have a material impact on the Consolidated Financial Statements.

In July 2025, the FASB issued ASU 2025-05, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets” (“ASU 2025-05”). ASU 2025-05 introduces optional relief for entities estimating expected credit losses on accounts receivable and contract assets arising from revenue transactions under ASC 606. The guidance allows entities to apply a practical expedient assuming current conditions persist over the asset’s life, and for certain non-public entities, to consider post-balance sheet cash collections when estimating credit losses. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, including interim periods, with early adoption permitted. We are currently evaluating the impact of this guidance, and do not expect the new standard to have a material impact on the Consolidated Financial Statements.

In September 2025, the FASB issued ASU 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software” (“ASU 2025-06”). The amendments in ASU 2025-06 improve the operability of the guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods, which may impact the timing and extent of cost capitalization for internal-use software. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods, on a prospective, modified, or retrospective basis, with early adoption permitted. We are currently assessing the guidance, and we do not expect the new standard to have a material impact on the Consolidated Financial Statements.

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Note 4—Revenue Disaggregation

Our revenues are generated primarily by providing the following types of services: (i) gaming, inclusive of retail sports betting, iCasino, and online sports betting; (ii) food and beverage; (iii) hotel; and (iv) other. Other revenues are primarily comprised of PENN Interactive’s revenues generated from third-party online sports betting and the related gross-up for taxes, racing operations, advertising, retail, and commissions received on ATM transactions. Our revenue is disaggregated by type of revenue and geographic location (with no single foreign country’s revenue representing more than 10% of total consolidated revenues) of the related properties, which is consistent with our reportable segments, as follows:


	For the three months ended September 30, 2025
(in millions)	Northeast		South		West		Midwest		Interactive (1)		Other		Intersegment Eliminations (2)		Total
Revenues:
Gaming	$	617.2	$	215.2	$	98.4	$	265.1	$	129.3	$	—	$	—	$	1,325.2
Food and beverage	36.7		39.0		19.0		15.7		—		0.6		—		111.0
Hotel	14.0		26.1		16.4		9.9		—		—		—		66.4
Other	22.6		10.7		4.5		7.6		168.4		3.5		(2.6)		214.7
Total revenues	$	690.5	$	291.0	$	138.3	$	298.3	$	297.7	$	4.1	$	(2.6)	$	1,717.3


	For the three months ended September 30, 2024
(in millions)	Northeast		South		West		Midwest		Interactive (1)		Other		Intersegment Eliminations (2)		Total
Revenues:
Gaming	$	609.9	$	220.2	$	89.8	$	259.1	$	109.0	$	—	$	—	$	1,288.0
Food and beverage	35.8		34.0		18.7		15.5		—		0.5		—		104.5
Hotel	15.7		23.6		17.8		10.4		—		—		—		67.5
Other	23.4		10.3		5.5		7.2		135.6		3.5		(6.3)		179.2
Total revenues	$	684.8	$	288.1	$	131.8	$	292.2	$	244.6	$	4.0	$	(6.3)	$	1,639.2


	For the nine months ended September 30, 2025
(in millions)	Northeast		South		West		Midwest		Interactive (1)		Other		Intersegment Eliminations (2)		Total
Revenues:
Gaming	$	1,863.5	$	660.8	$	287.2	$	781.3	$	398.4	$	—	$	—	$	3,991.2
Food and beverage	113.2		112.0		55.6		47.6		—		3.2		—		331.6
Hotel	39.8		77.2		48.8		27.7		—		—		—		193.5
Other	66.5		31.5		14.1		21.6		505.5		11.9		(12.6)		638.5
Total revenues	$	2,083.0	$	881.5	$	405.7	$	878.2	$	903.9	$	15.1	$	(12.6)	$	5,154.8


	For the nine months ended September 30, 2024
(in millions)	Northeast		South		West		Midwest		Interactive (1)		Other		Intersegment Eliminations (2)		Total
Revenues:
Gaming	$	1,850.3	$	684.2	$	275.9	$	784.7	$	283.5	$	—	$	—	$	3,878.6
Food and beverage	108.5		99.6		55.8		46.0		—		2.9		—		312.8
Hotel	40.6		70.2		50.2		29.3		—		—		—		190.3
Other	66.4		30.8		14.0		21.5		401.4		13.0		(19.7)		527.4
Total revenues	$	2,065.8	$	884.8	$	395.9	$	881.5	$	684.9	$	15.9	$	(19.7)	$	4,909.1

(1) Other revenues within the Interactive segment are inclusive of gaming tax reimbursement amounts related to third-party online sports betting and/or iCasino partners for online sports betting and iCasino market access of $139.5 million and $104.1 million for the three months ended September 30, 2025 and 2024, respectively, and $405.6 million and $302.8 million for the nine months ended September 30, 2025 and 2024, respectively.

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

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Note 5—Goodwill and Other Intangible Assets

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


(in millions)	Northeast		South		West		Midwest		Interactive		Other		Total
Balance as of December 31, 2024
Goodwill, gross	$	923.5	$	236.6	$	216.8	$	1,116.7	$	1,544.3	$	87.7	$	4,125.6
Accumulated goodwill impairment losses	(828.8)		(67.1)		(16.6)		(562.3)		—		(87.7)		(1,562.5)
Goodwill, net	$	94.7	$	169.5	$	200.2	$	554.4	$	1,544.3	$	—	$	2,563.1


Effect of foreign currency exchange rates	—		—		—		—		46.7		—		46.7
Impairment loss during year	—		—		—		—		(825.0)		—		(825.0)

Balance as of September 30, 2025
Goodwill, gross	$	923.5	$	236.6	$	216.8	$	1,116.7	$	1,591.0	$	87.7	$	4,172.3
Accumulated goodwill impairment losses	(828.8)		(67.1)		(16.6)		(562.3)		(825.0)		(87.7)		(2,387.5)
Goodwill, net	$	94.7	$	169.5	$	200.2	$	554.4	$	766.0	$	—	$	1,784.8

2025 Interim Assessment for Impairment - Goodwill

PENN announced the mutual decision for an early termination (the “Termination Agreement”) of its Sportsbook Agreement with ESPN (as defined in Note 9, “Commitments and Contingencies”). Pursuant to the Termination Agreement, PENN’s exclusive right to use the ESPN BET trademark for online sports betting in the U.S. will end on December 1, 2025. As a result, the Company is realigning its digital focus to leverage the strength of its U.S. iCasino and Canadian operations, while continuing to use online sports betting to drive both the acquisition of customers with significant lifetime value and unique cross-sell opportunities across PENN’s retail and digital assets. The Company plans to rebrand its online sports betting offering in the U.S. to theScore Bet, subject to receipt of regulatory approvals. The realignment of its digital focus led the Company to revise its future cash flow projections for the Interactive reporting unit and to perform a quantitative impairment test during the third quarter of 2025, which resulted in a non-cash impairment charge of $825.0 million. The impairment charge is presented in “Impairment losses” within the unaudited Consolidated Statements of Operations. The estimated fair value of the Interactive goodwill was determined through a combination of a discounted cash flow model and a market-based approach, which utilized Level 3 inputs.

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

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


	September 30, 2025						December 31, 2024
(in millions)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Indefinite-lived intangible assets
Gaming licenses	$	1,064.9	$	—	$	1,064.9	$	1,064.9	$	—	$	1,064.9
Trademarks	300.4		—		300.4		319.5		—		319.5
Other	0.6		—		0.6		0.6		—		0.6
Amortizing intangible assets
Customer relationships	111.8		(109.4)		2.4		111.6		(106.6)		5.0
Technology	356.4		(235.3)		121.1		303.0		(184.9)		118.1
Other	37.3		(20.4)		16.9		40.1		(18.3)		21.8
Total other intangible assets, net	$	1,871.4	$	(365.1)	$	1,506.3	$	1,839.7	$	(309.8)	$	1,529.9

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2025 Interim Assessment for Impairment - Other Intangible Assets

On April 24, 2025, PENN announced a development project to relocate its Ameristar Council Bluffs (“ACB”) riverboat casino operations to a new, state-of-the-art land-based facility to be rebranded as Hollywood Casino Council Bluffs. As a result of this strategic rebranding decision, the Company reassessed the indefinite-lived classification of the ACB trademark and concluded the trademark is no longer considered to have an indefinite useful life. The Company performed a quantitative impairment test, then assigned the remaining carrying amount a finite useful life of approximately 2.5 years.

The interim assessment for impairment resulted in a non-cash impairment charge of $15.0 million, recorded within the Midwest segment, reflecting the decline in the trademark’s fair value. The primary driver of the impairment was a reduction in the projected revenues attributable to the ACB trademark compared to its prior valuation. The impairment charge is presented in “Impairment losses” within the unaudited Consolidated Statements of Operations. The fair value of the ACB trademark was estimated using a relief-from-royalty discounted cash flow model incorporating Level 3 inputs.

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

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

Note 6—Long-Term Debt

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


(in millions)	September 30, 2025		December 31, 2024
Amended Credit Facilities:
Amended Revolving Credit Facility due 2027	$	510.0	$	—
Amended Term Loan A Facility due 2027	460.6		481.3
Amended Term Loan B Facility due 2029	967.5		975.0
5.625% Notes due 2027	400.0		400.0
4.125% Notes due 2029	400.0		400.0
2.75% Convertible Notes due 2026	106.7		330.5
Other long-term obligations	8.6		210.5
	2,853.4		2,797.3
Less: Current maturities of long-term debt	(38.2)		(38.2)
Less: Debt discounts	(2.7)		(3.1)
Less: Debt issuance costs	(16.2)		(23.5)
	$	2,796.3	$	2,732.5

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


Years ending December 31:
2025 (excluding the nine months ended September 30, 2025)	$	9.4
2026	144.9
2027	1,347.0
2028	10.8
2029	1,335.8
Thereafter	5.5
Total minimum payments	$	2,853.4

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Amended Credit Facilities

On May 3, 2022, the Company entered into a Second Amended and Restated Credit Agreement with its various lenders (the “Second Amended and Restated Credit Agreement”). The Second Amended and Restated Credit Agreement provides for a $1.0 billion revolving credit facility, undrawn at close, (the “Amended Revolving Credit Facility”), a five-year $550.0 million term loan A facility (the “Amended Term Loan A Facility”) and a seven-year $1.0 billion term loan B facility (the “Amended Term Loan B Facility”) (together, the “Amended Credit Facilities”). The proceeds from the Amended Credit Facilities were used to repay the balances of the previous credit facilities.

The interest rates per annum applicable to loans under the Amended Credit Facilities are, at the Company’s option, equal to either an adjusted secured overnight financing rate (“Term SOFR”) or a base rate, plus an applicable margin. 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 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. In addition, the Company pays a commitment fee on the unused portion of the commitments under the Amended Revolving Credit Facility at a rate that ranges from 0.35% to 0.20% per annum, depending on the Company’s total net leverage ratio (as defined within the Second Amended and Restated Credit Agreement).

The Amended Credit Facilities contain customary covenants that, among other things, restrict, subject to certain exceptions, the ability of the Company and certain of its subsidiaries to grant liens on their assets, incur indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations, pay dividends and make other restricted payments and prepay certain indebtedness that is subordinated in right of payment to the obligations under the Amended Credit Facilities. The Amended Credit Facilities contain two financial covenants: a maximum total net leverage ratio (as defined within the Second Amended and Restated Credit Agreement) of 4.50 to 1.00, which is subject to a step up to 5.00 to 1.00 in the case of certain significant acquisitions, and a minimum interest coverage ratio (as defined within the Second Amended and Restated Credit Agreement) of 2.00 to 1.00. 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 7, “Leases.”

On February 15, 2024 (the “First Amendment Effective Date”), PENN entered into a First Amendment (the “First Amendment Agreement”) with its various lenders amending its Amended Credit Facilities. The First Amendment Agreement provided for certain adjustments, during a specified time period (“Covenant Relief Period”), in our calculations to comply with the maximum total net leverage ratio or minimum interest coverage ratio (as such terms are defined in the Second Amended and Restated Credit Agreement). As of September 30, 2025, the Covenant Relief Period has concluded, and we are now required to maintain the specified financial ratios and satisfy the financial tests under the Amended Credit Facilities, as described above.

On December 4, 2024 (the “Second Amendment Effective Date”), PENN entered into a Second Amendment (the “Second Amendment Agreement”) with its various lenders to reduce the interest rate margins applicable to the Company’s approximately $978 million in existing Amended Term Loan B Facility loans from 2.75% to 2.50% for Term SOFR loans, and from 1.75% to 1.50% for base rate loans.

As of September 30, 2025, the Company had $510.0 million drawn on the Amended Revolving Credit Facility. Additionally, the Company had conditional obligations under letters of credit issued pursuant to the Amended Credit Facilities with face amounts aggregating to $23.9 million, resulting in $466.1 million of available borrowing capacity under the Amended Revolving Credit Facility. As of November 5, 2025, the Company had $500.0 million in outstanding borrowings under its Amended Revolving Credit Facility, resulting in $476.1 million in available borrowing capacity.

2.75% Unsecured Convertible Notes

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.

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On June 13, 2025, the Company entered into an agreement with certain holders of the Convertible Notes to repurchase $223.8 million aggregate principal amount of the Convertible Notes. As a result of the repurchases on June 20, 2025, the Company recorded a $11.8 million loss on the early extinguishment of debt during the nine months ended September 30, 2025, which is included in “Loss on early extinguishment of debt” within the unaudited Consolidated Statements of Operations.

As of September 30, 2025 our Convertible Notes are scheduled to mature within the next twelve months. Although the stated maturity is within one year, the Company has classified this obligation as long-term based on its intent and ability to refinance on a long-term basis.

As of September 30, 2025 and December 31, 2024, no Convertible Notes have been converted into the Company’s common stock. The maximum number of shares that could be issued to satisfy the conversion feature of the Convertible Notes is 5,928,661 as of September 30, 2025.

The Convertible Notes consisted of the following components:


(in millions)	September 30, 2025		December 31, 2024
Liability:
Principal	$	106.7	$	330.5

Unamortized debt issuance costs	(0.4)		(2.6)
Net carrying amount	$	106.3	$	327.9

Interest expense, net

The table below presents interest expense, net:


	For the three months ended September 30,				For the nine months ended September 30,
(in millions)	2025		2024		2025		2024
Interest expense	$	110.4	$	123.2	$	338.3	$	366.1
Capitalized interest	(13.2)		(4.8)		(34.4)		(9.2)
Interest expense, net	$	97.2	$	118.4	$	303.9	$	356.9

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


	For the three months ended September 30,				For the nine months ended September 30,
(in millions)	2025		2024		2025		2024
Coupon interest	$	1.1	$	2.3	$	5.1	$	6.8

Amortization of debt issuance costs	0.1		0.4		0.9		1.3
Convertible Notes interest expense	$	1.2	$	2.7	$	6.0	$	8.1

Debt issuance costs are amortized to interest expense over the term of the Convertible Notes at an effective interest rate of 3.3%. The remaining term of the Convertible Notes is less than twelve months as of September 30, 2025.

Covenants

Our Amended Credit Facilities, 5.625% Notes due 2027 (the “5.625% Notes”), and 4.125% Notes due 2029 (the “4.125% Notes”), require us, among other obligations, to maintain specified financial ratios and to satisfy certain financial tests. In addition, our Amended Credit Facilities, 5.625% Notes and 4.125% Notes, restrict, among other things, our ability to incur additional indebtedness, incur guarantee obligations, amend debt instruments, pay dividends, create liens on assets, make investments, engage in mergers or consolidations, and otherwise restrict corporate activities. Our 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 7, “Leases”), each with GLPI. If we are unable to meet our financial covenants or in the event of a cross-default, it could trigger an acceleration of payment terms.

As of September 30, 2025, the Company was in compliance with all required financial covenants. The Company believes that it will remain in compliance with all of its required financial covenants for at least the next twelve months following the date of filing this Quarterly Report on Form 10-Q with the SEC.

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Other Long-Term Obligation

In February 2021, we entered into a third-party financing arrangement providing the Company with upfront and non-refundable cash proceeds of $72.5 million while permitting us to participate in future proceeds on certain claims for insurance coverage benefits from the Company’s insurers (the “Insurers”) for economic losses PENN sustained due to the COVID-19 pandemic. On May 7, 2025, the Superior Court of Pennsylvania (the “SCP”) issued a ruling on the Company’s appeal of a lower court’s summary judgment that found in favor of the Insurers, affirming the lower court’s ruling. As a result of the SCP’s ruling, the Company has determined that obligations under these claims are no longer probable. Accordingly, during the quarter ended March 31, 2025, we recognized a non-cash gain, which consists of the cash proceeds received in 2021 of $72.5 million and $142.6 million of accreted non-cash interest. The gain is recorded as “Gain on financing arrangement” within the unaudited Consolidated Statements of Operations for the nine months ended September 30, 2025.

Prior to recognizing the non-cash gain, as described above, the financing obligation was classified as a non-current liability and had a $201.2 million balance as of December 31, 2024. Consistent with an obligor’s accounting under a debt instrument, period interest was accreted using an effective interest rate of 27.0% until the time that the claims and related obligations were resolved. The amount included in “Interest expense, net” related to this obligation was zero and $12.1 million for the three months ended September 30, 2025 and 2024, respectively, and $13.9 million and $34.1 million for the nine months ended September 30, 2025 and 2024, respectively.

Note 7—Leases

Master Leases

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

AR PENN Master Lease

On February 21, 2023, the Company and GLPI entered into an agreement to amend and restate the triple net master lease dated November 1, 2013 (the “AR PENN Master Lease”), effective January 1, 2023, to (i) remove the land and buildings for Hollywood Casino Aurora (“Aurora”), Hollywood Casino Joliet (“Joliet”), Hollywood Casino Columbus (“Columbus”), Hollywood Casino Toledo (“Toledo”), and the M Resort Spa Casino (“M Resort”), and (ii) make associated adjustments to the rent. Subsequent to the execution of the AR PENN Master Lease, the lease contains real estate assets associated with 14 of the Company’s gaming facilities used in its operations. The current term of the AR PENN Master Lease expires on October 31, 2033 and thereafter contains three renewal terms of five years each on the same terms and conditions, exercisable at the Company’s option. The AR PENN Master Lease along with the 2023 Master Lease (as defined and discussed below) are cross-defaulted, cross-collateralized, and coterminous, and subject to a parent guarantee.

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

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

As a result of the annual escalator, effective November 1, 2025, for the lease year ending October 31, 2025, the fixed component of rent increased by $4.3 million. The next AR PENN Percentage Rent reset is scheduled to occur on November 1, 2028.

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2023 Master Lease

Concurrent with the execution of the AR PENN Master Lease, the Company and GLPI entered into a new triple net master lease (the “2023 Master Lease”), effective January 1, 2023, specific to the property associated with Aurora, Joliet, Columbus, Toledo, M Resort, Hollywood Casino at The Meadows (“Meadows”), and Hollywood Casino Perryville (“Perryville”) and a master development agreement (the “Master Development Agreement”). The 2023 Master Lease has an initial term through October 31, 2033 with three subsequent five-year renewal periods on the same terms and conditions, exercisable at the Company’s option. The 2023 Master Lease and AR PENN Master Lease are cross-defaulted, cross-collateralized, and coterminous, and subject to a parent guarantee.

The 2023 Master Lease includes a base rent (the “2023 Master Lease Base Rent”) and the Master Development Agreement contains additional rent (together with the 2023 Master Lease Base Rent, the “2023 Master Lease Rent”) equal to (i) 7.75% of any project funding received by PENN from GLPI for the relocation of our riverboat casino and related developments with respect to Aurora (the “Aurora Project”); and (ii) a percentage, based on the then-current GLPI stock price, of any project funding received by PENN from GLPI for the development projects with respect to Joliet (the “Joliet Project”), M Resort (the “M Resort Project”), and Columbus (the “Columbus Project” and together with the Joliet Project and M Resort Project, the “Other Development Projects,” and together with the Aurora Project, referred to as the “PENN Development Projects”). The Master Development Agreement provides that GLPI will fund up to $225.0 million for the Aurora Project and, upon our request, up to $130.0 million for the Joliet Project, up to $150.0 million for the M Resort Project, and up to $70.0 million for the Columbus Project, in accordance with certain terms and conditions set forth in the Master Development Agreement. These funding obligations of GLPI expire on January 1, 2026, provided that (i) for the Columbus Project, if the Company provides notice to GLPI by December 31, 2025 that the Company is electing to receive GLPI funding, the Company shall submit a draw notice for such project by no later than March 31, 2026 requesting to receive GLPI funds by no later than June 30, 2026 and (ii) for the Aurora Project, the Company shall submit a draw notice for such project by no later than March 31, 2026 requesting to receive GLPI funds by no later than June 30, 2026. 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 are all subject to necessary regulatory and other government approvals.

On August 1, 2025, the Company received the full $130.0 million in committed funding from GLPI for the Joliet Project which opened on August 11, 2025, and on November 3, 2025, the Company received the full $150.0 million in committed funding from GLPI for the M Resort Project, of which the new hotel tower is expected to open on December 1, 2025. We have neither requested nor received any funding from GLPI for the Aurora Project or Columbus Project.

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

In connection with the August 1, 2025 lease modification, the Company reassessed the land and building components and remeasured the related lease liabilities. The assessment and remeasurement included the following elements: (i) the removal of the previously leased Joliet facility assets; (ii) the addition of the newly leased Joliet facility assets; and (iii) a $10.1 million increase in annual rent, which is specific to the lease back of the real estate assets related to the new Joliet facility, subject to annual escalation in accordance with the 2023 Master Lease. The modification did not result in a change to the lease classification, and all lease components continue to be accounted for as operating leases. Remeasurement of the related operating lease liabilities resulted in a $3.3 million gain, recognized in “Gain on REIT transaction, net” in the unaudited Consolidated Statements of Operations. As of the modification date, the Company recognized $166.3 million in ROU assets and $163.0 million in corresponding lease liabilities in the unaudited Consolidated Balance Sheets.

We concluded that the lease term will continue to end on the current lease expiration date of October 31, 2033, and that the three optional five-year renewal terms are not included in the lease term. As the Company continues to transition from a leading retail gaming operator to a diversified provider of integrated entertainment, sports content, and casino gaming experiences, the execution of its omni-channel strategy has diversified earnings streams and does not provide reasonable assurance that the renewal options will be exercised.

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Subsequent to quarter end, we also determined that the sale-and-lease back of real estate assets related to the new M Resort hotel tower to GLPI for $150.0 million constituted a lease modification under ASC 842, effective November 3, 2025. This sale-and-leaseback transaction resulted in a $11.7 million increase in annual rent, subject to annual escalation in accordance with the 2023 Master Lease. We are in the process of reassessing and remeasuring the lease components and quantifying the impact of this transaction on the Consolidated Financial Statements, which may be material.

Pinnacle Master Lease

In connection with the acquisition of Pinnacle Entertainment, Inc. on October 15, 2018, the Company assumed a triple net master lease with GLPI (the “Pinnacle Master Lease”), originally effective April 28, 2016, pursuant to which the Company leases real estate assets associated with 12 of the gaming facilities used in its operations. Upon assumption of the Pinnacle Master Lease, as amended, there were 7.5 years remaining of the initial ten-year term, with five subsequent, five-year renewal periods, on the same terms and conditions, exercisable at the Company’s option. The Company has determined that the lease term is 32.5 years.

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

The Pinnacle Master Lease contains land and building components that are classified as finance leases and financing obligations. Lease components classified as a finance lease are recorded to “Depreciation and amortization” and “Interest expense, net” within the unaudited Consolidated Statements of Operations. The Company recognizes interest expense on the lease payments related to the financing obligation under the effective yield method.

We did not incur an annual escalator for the lease year ended April 30, 2025. The next annual escalator test date and Pinnacle Percentage Rent reset are both scheduled to occur on May 1, 2026.

Other Triple Net Leases with REIT Landlords

Morgantown Lease

On October 1, 2020, the Company entered into an individual triple net lease with a subsidiary of GLPI for the land underlying our development project in Morgantown, Pennsylvania (“Morgantown Lease”) in exchange for $30.0 million in rent credits.

The initial term of the Morgantown Lease is 20 years with six subsequent, five-year renewal periods, exercisable at the Company’s option. Initial annual rent under the Morgantown Lease is $3.0 million, subject to a 1.50% fixed annual escalation in each of the first three years subsequent to the facility opening, which occurred on December 22, 2021. Thereafter, the lease will be subject to an annual escalator consisting of either (i) 1.25%, if the consumer price index increase is greater than 0.50%, or (ii) zero, if the consumer price index increase is less than 0.50%. All improvements made on the land, including the constructed building, will be owned by the Company while the lease is in effect, however, on the expiration or termination of the Morgantown Lease, ownership of all tenant improvements on the land will transfer to GLPI.

We concluded control of the land underlying the Morgantown facility was not passed from the Company to the lessor in accordance with ASC 842. As such we recognized a financing obligation in accordance with ASC Topic 470, “Debt,” (“ASC 470”) and continue to recognize the underlying land asset in “Property and equipment, net” within the unaudited Consolidated Balance Sheets. The Company recognizes interest expense on the lease payments related to the financing obligation under the effective yield method.

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Margaritaville Lease

On January 1, 2019, the Company entered into an individual triple net lease with VICI Properties Inc. (NYSE: VICI) (“VICI”) for the real estate assets used in the operations of Margaritaville Resort Casino (the “Margaritaville Lease”). The Margaritaville Lease has an initial term of 15 years, with four subsequent five-year renewal options on the same terms and conditions, exercisable at the Company’s option. The payment structure under the Margaritaville Lease includes a fixed component, a portion that is subject to an annual escalator of up to 2% depending on a minimum coverage floor ratio of Net Revenue to Rent of 6.1:1, and a component that is based on performance, which is prospectively adjusted every two years by an amount equal to 4% of the average change in net revenues of the property compared to a contractual baseline during the preceding two years (“Margaritaville Percentage Rent”).

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


(in millions)	2025
Annual escalator	$	0.4
Operating ROU asset and lease liability recognized	$	2.5

The Margaritaville Percentage Rent reset on February 1, 2025 and will be effective until the next Margaritaville Percentage Rent reset, scheduled to occur on February 1, 2027. As a result of the Margaritaville Percentage Rent reset for the lease year ended January 31, the performance-based component of rent and an additional ROU asset and corresponding lease liability were recognized as follows:


(in millions)	2025
Decrease to the performance-based component of rent	$	0.4
Operating ROU asset and lease liability recognized	$	9.0

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

Greektown Lease

On May 23, 2019, the Company entered into an individual triple net lease with VICI for the real estate assets used in the operations of Hollywood Casino at Greektown (the “Greektown Lease”). The Greektown Lease has an initial term of 15 years, with four subsequent five-year renewal options on the same terms and conditions, exercisable at the Company’s option. The payment structure under the Greektown Lease includes a fixed component, a portion subject to an annual escalator of up to 2% initially determined based on an Adjusted Revenue to Rent ratio, as defined in the Greektown Lease, and subsequently amended to be determined based on an agreed upon minimum coverage floor ratio of Net Revenue to Rent, and a component that is based on performance, which is prospectively adjusted every two years by an amount equal to 4% of the average change in net revenues of the property compared to a contractual baseline during the preceding two years (“Greektown Percentage Rent”).

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

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

We did not incur an annual escalator for the lease year ended May 31, 2025. The next annual escalator test date is scheduled to occur on June 1, 2026.

The Greektown Percentage Rent reset on June 1, 2025 and will be effective until the next Greektown Percentage Rent reset, scheduled to occur on June 1, 2027. As a result of the Greektown Percentage Rent reset for the lease year ended May 31, the performance-based component of rent and an additional ROU asset and corresponding lease liability were recognized as follows:


(in millions)	2025
Increase to the performance-based component of rent	$	1.1
Operating ROU asset and lease liability recognized	$	9.0

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

Non-REIT Operating Leases

In addition to any operating lease components contained within the Master Leases, Margaritaville Lease, and Greektown Lease (collectively referred to as “triple net operating leases”), the Company’s operating leases consist of (i) ground and levee leases to landlords which were not assumed by our REIT Landlords and remain an obligation of the Company; and (ii) buildings and equipment not associated with our REIT Landlords. Certain of our lease agreements include rental payments based on a percentage of sales over specified contractual amounts, rental payments adjusted periodically for inflation, and rental payments based on usage. The Company’s leases include options to extend the lease terms. The Company’s operating lease agreements do not contain any material residual value guarantees or material restrictive covenants.

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


(in millions)	Operating Leases		Finance Leases		Financing Obligations
Year ended December 31,
2025 (excluding the nine months ended September 30, 2025)	$	158.5	$	40.7	$	41.6
2026	637.6		152.5		166.6
2027	633.1		147.2		166.6
2028	629.4		147.0		166.6
2029	609.1		147.0		166.7
Thereafter	2,786.0		3,127.0		3,663.3
Total lease payments	5,453.7		3,761.4		4,371.4
Less: Imputed interest	(1,546.6)		(1,684.8)		(2,016.8)
Present value of future lease payments	3,907.1		2,076.6		2,354.6
Less: Current portion of lease obligations	(372.7)		(49.0)		(45.2)
Long-term portion of lease obligations	$	3,534.4	$	2,027.6	$	2,309.4

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


	For the three months ended September 30,				For the nine months ended September 30,
(in millions)	2025		2024		2025		2024
AR PENN Master Lease	$	72.0	$	71.0	$	216.1	$	212.9
2023 Master Lease	61.5		58.9		181.1		176.7
Pinnacle Master Lease	87.4		87.4		262.2		259.3
Margaritaville Lease	6.7		6.7		20.1		20.1
Greektown Lease	13.5		13.2		40.0		39.6
Morgantown Lease	0.8		0.8		2.4		2.4
Total	$	241.9	$	238.0	$	721.9	$	711.0

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


	September 30, 2025		December 31, 2024
Weighted-Average Remaining Lease Term
Operating leases	9.5 years		10.2 years
Finance leases	25.5 years		26.3 years
Financing obligations	25.9 years		26.6 years

Weighted-Average Discount Rate
Operating leases	7.1	%	7.7	%
Finance leases	5.2	%	5.2	%
Financing obligations	5.2	%	5.2	%

The components of lease expense were as follows:


	Location on unaudited Consolidated Statements of Operations	For the three months ended September 30,				For the nine months ended September 30,
(in millions)		2025		2024		2025		2024
Operating Lease Costs
Rent expense associated with triple net operating leases	General and administrative	$	158.1	$	154.9	$	470.0	$	464.6
Operating lease cost (1)	Primarily General and administrative	4.1		4.5		12.4		14.8
Short-term lease cost	Primarily Gaming expenses	26.0		21.9		75.3		67.7
Variable lease cost (1)	Primarily Gaming expenses	0.8		0.6		2.3		2.5
Total		$	189.0	$	181.9	$	560.0	$	549.6

Finance Lease Costs
Interest on lease liabilities (2)	Interest expense, net	$	27.3	$	27.9	$	82.4	$	83.0
Amortization of ROU assets (2)	Depreciation and amortization	22.7		22.7		68.2		67.1
Total		$	50.0	$	50.6	$	150.6	$	150.1

Financing Obligation Costs
Interest on financing obligations (3)	Interest expense, net	$	36.9	$	37.5	$	111.1	$	111.2

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

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

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

Supplemental cash flow information related to leases was as follows:


	For the nine months ended September 30,
(in millions)	2025		2024
Non-cash lease activities:
Commencement of operating leases	$	306.9	$	2.7
Derecognition of operating lease liabilities	$	122.2	$	—
Commencement of finance leases	$	0.9	$	63.0

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Note 8—Income Taxes

The Company calculates its provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate to its year-to-date pre-tax book income or loss. The tax effects of discrete items are recognized in the period in which they occur. The effective tax rate (income taxes as a percentage of income from operations before income taxes) including discrete items was (56.7)% and 32.2% for the three and nine months ended September 30, 2025, respectively, compared to 23.1% and 18.6% for the three and nine months ended September 30, 2024, respectively.

The change in the effective tax rate for the three and nine months ended September 30, 2025, as compared to the prior-year periods, was primarily driven by (i) the exclusion of certain foreign losses for which no tax benefit can be recognized in the Company’s worldwide effective tax rate calculation; (ii) non-deductible permanent items; (iii) state income taxes; and (iv) changes in the valuation allowance. The effective tax rate may vary from period to period depending on, among other factors, the geographic and business mix of the Company’s earnings, changes in its valuation allowance assessment, and other factors, including the Company’s historical and projected pre-tax earnings, which are considered in evaluating the realizability of deferred tax assets.

As of each reporting date, the Company evaluates all available positive and negative evidence in assessing the realizability of deferred tax assets, in accordance with ASC Topic 740, “Income Taxes” (“ASC 740”). As of September 30, 2025, the Company continues to maintain a valuation allowance on deferred tax assets not considered “more likely than not” to be realized. A reduction in the valuation allowance could result in a significant decrease in income tax expense in the period the release is recorded. The timing and amount of any reversal will depend on actual earnings achieved in 2025 and projected future income levels.

During the three and nine months ended September 30, 2025, the Company recognized a non-cash impairment charge of $825.0 million related to its PENN Interactive reporting unit (as discussed in Note 5, “Goodwill and Other Intangible Assets”). The impairment represents a non-deductible permanent item and had no impact on the Company’s effective tax rate, deferred taxes, or valuation allowance.

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

On July 4, 2025, the One Big Beautiful Bill Act (“OBBB”) was enacted. Key business income tax provisions of the OBBB applicable to the Company include (i) reinstatement of immediate deduction for domestic research or experimental expenditures; (ii) extension of 100% accelerated tax bonus depreciation for qualifying depreciable assets; and (iii) restoration of the favorable EBITDA-based business interest expense limitation. The impacts of the OBBB are reflected in the Company’s results for the quarter and did not have a material impact on the Company’s effective tax rate for the three and nine months ended September 30, 2025.

Note 9—Commitments and Contingencies

The Company is subject to various legal and administrative proceedings relating to personal injuries, employment matters, commercial transactions, development agreements and other matters arising in the ordinary course of business. Although the Company maintains what it believes to be adequate insurance coverage to mitigate the risk of loss pertaining to covered matters, legal and administrative proceedings can be costly, time-consuming, and unpredictable. The Company does not believe that the final outcome of these matters will have a material adverse effect on its financial position, results of operations, or cash flows.

ESPN Sportsbook and Investment Agreements

On August 8, 2023, PENN entered into the Sportsbook Agreement (the “Sportsbook Agreement”) with ESPN relating to online sports betting in the U.S. Pursuant to the Sportsbook Agreement, PENN received the exclusive right to use the ESPN BET trademark for online sports betting in the U.S.

The Sportsbook Agreement had an initial 10-year term, with the right for either party to terminate the agreement after the third year if specific market share performance thresholds were not met. In consideration for the media marketing services and brand and other rights provided by ESPN, PENN agreed to pay $150.0 million per year in cash pursuant to the Sportsbook Agreement.

In connection with the Sportsbook Agreement, PENN and ESPN also entered into an Investment Agreement (the “Investment Agreement”) on August 8, 2023. The Investment Agreement provided for the issuance to ESPN of certain warrants to purchase shares of PENN common stock, par value $0.01 per share, and set forth certain other governance rights of ESPN.

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Pursuant to the Investment Agreement, PENN issued ESPN warrants to purchase approximately 31.8 million shares of PENN common stock, subject to vesting (“Initial Warrants”). The warrants are classified as equity and contain three separate tranches.

Subsequent to quarter end, on November 5, 2025, PENN and ESPN entered into the Termination Agreement to terminate the Sportsbook Agreement, effective December 1, 2025 (the “Termination Date”). Pursuant to the Termination Agreement, PENN’s exclusive right to use the ESPN BET trademark for online sports betting in the U.S. will end on the Termination Date. The Termination Agreement provides that PENN will pay ESPN a total of $38.1 million in the fourth quarter of 2025 in respect of all remaining fees owed through the Termination Date. In addition, PENN has agreed to pay ESPN a total of $5.0 million following the Termination Date for traditional media to support theScore Bet and/or Hollywood iCasino offerings. The Termination Agreement provides that these payments will settle all outstanding payment obligations from PENN to ESPN under the Sportsbook Agreement.

On November 5, 2025, in connection with the Termination Agreement, PENN and ESPN entered into Amendment No. 1 to the Investment Agreement (the “Investment Agreement Amendment”) to amend certain terms of the Investment Agreement. Pursuant to the Investment Agreement Amendment, effective November 5, 2025, the Initial Warrants were deemed vested through and including February 8, 2026, the unvested portion of each of the Initial Warrants held by ESPN was forfeited and cancelled for no consideration, and PENN will have no obligation to issue any Bonus Warrants (as defined within the Investment Agreement). As of November 5, 2025, ESPN holds (i) a warrant to purchase 3,177,610 shares of PENN common stock with an expiration date of February 8, 2033 and an exercise price of $26.08; (ii) a warrant to purchase 3,200,930 shares of PENN common stock with an expiration date of February 8, 2034 and an exercise price of $29.99; and (iii) a warrant to purchase 1,578,670 shares of PENN common stock with an expiration date of February 8, 2035 and an exercise price of $32.60.

During the three and nine months ended September 30, 2025, the Company recognized $37.5 million and $112.5 million of expense, respectively, related to the Sportsbook Agreement, and $14.5 million and $43.0 million, respectively, related to the Investment Agreement. For the three and nine months ended September 30, 2024, the Company recognized $41.7 million and $141.7 million of expense, respectively, related to the Sportsbook Agreement, and $15.9 million and $53.4 million, respectively, related to the Investment Agreement. Expenses related to the Sportsbook Agreement and the Investment Agreement are recorded within “Gaming” expenses on the unaudited Consolidated Statements of Operations and recognized in accordance with our policies. See Note 2, “Significant Accounting Policies and Basis of Presentation” for further information.

Note 10—Stockholders’ Equity and Stock-Based Compensation

Common and Preferred Stock

In connection with the acquisition of Score Media and Gaming, Inc. (“theScore”) in October 2021, the Company issued 12,319,340 shares of common stock with a par value of $0.01, and 697,539 exchangeable shares, par value $0.01 (“Exchangeable Shares”) through the capital of an indirect wholly-owned subsidiary of PENN, in addition to cash consideration. Each Exchangeable Share is exchangeable into one share of PENN common stock at the option of the holder, subject to certain adjustments. Upon the acquisition of theScore, certain employees of theScore elected to have their outstanding equity awards, which were assumed under theScore plan (as defined below), issued as Exchangeable Shares, once the shares vest or are exercised. In addition, the Company may redeem all outstanding Exchangeable Shares in exchange for shares of PENN common stock at any time following the fifth anniversary of the closing, or earlier under certain circumstances.

We did not issue any Exchangeable Shares during the three months ended September 30, 2025 and 2024, or during the nine months ended September 30, 2025. During the nine months ended September 30, 2024, we issued 68,048 Exchangeable Shares. As of both periods ended September 30, 2025 and December 31, 2024, there were 768,441 Exchangeable Shares authorized, of which 379,941 shares and 466,534 shares were outstanding, respectively.

Share Repurchase Authorization

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

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

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Repurchases by the Company are subject to available liquidity, general market and economic conditions, alternate uses for the capital, and other factors. Share repurchases may be made from time to time through a Rule 10b5-1 trading plan, open market transactions, block trades or in private transactions in accordance with applicable securities laws and regulations and other legal requirements. There is no minimum number of shares that the Company is required to repurchase and the repurchase authorization may be suspended or discontinued at any time without prior notice.

During the three and nine months ended September 30, 2025, respectively, the Company repurchased 7,965,282 and 15,214,631 shares of its common stock in open market transactions for $154.1 million and $269.4 million at an average price of $19.34 and $17.70 per share. No shares of the Company’s common stock were repurchased during the three and nine months ended September 30, 2024.

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

Subsequent to the quarter ended September 30, 2025, the Company repurchased 4,876,200 shares of its common stock at an average price of $17.44 per share for an aggregate amount of $85.0 million. As of November 5, 2025, the remaining availability under our December 2022 Authorization was $395.4 million.

2022 Long Term Incentive Compensation Plan

On June 7, 2022, the Company’s shareholders, upon the recommendation of the Company’s Board of Directors, approved the Company’s 2022 Long Term Incentive Compensation Plan (the “2022 Plan”). The 2022 Plan authorizes the Company to issue stock options (incentive and/or non-qualified), stock appreciation rights (“SARs”), restricted stock (shares and/or units), performance awards (shares and/or units), and cash awards to executive officers, non-employee directors, other employees, consultants, and advisors of the Company and its subsidiaries. Non-employee directors and consultants are eligible to receive all such awards, other than incentive stock options. Pursuant to the 2022 Plan, an initial 6,870,000 shares of the Company’s common stock were reserved for issuance, plus any shares of common stock subject to outstanding awards under both the previous 2018 Long Term Incentive Compensation Plan, as amended (“2018 Plan”) and Score Media and Gaming Inc. Second Amended and Restated Stock Option and Restricted Stock Unit Plan (the “theScore Plan”) as of June 7, 2022, and outstanding awards that are forfeited or settled for cash under each of the prior plans.

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

On June 17, 2025, upon the recommendation of the Company’s Board of Directors, shareholders approved a second amendment to the 2022 Plan (as amended, the “2022 Plan – Second Amendment”). Among other changes, this amendment increased the total number of shares reserved for issuance to 22,067,275 shares. For purposes of determining the number of shares available for issuance under the 2022 Plan – Second Amendment, stock options, restricted stock, and all other equity settled awards count against the 22,067,275 share limit as one share of common stock for each share granted. Any awards that are not settled in shares of common stock are not counted against the share limit. As of September 30, 2025, there are 8,217,921 shares available for future grants under the 2022 Plan – Second Amendment.

Performance Share Program

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

The Company granted 1,254,323 and 1,317,269 restricted units with performance-based vesting conditions, at target, during the nine months ended September 30, 2025 and 2024, respectively. The restricted performance units were granted under the 2022 Amended Plan, and each grant consists of one three-year performance period over a three-year service period. The awards have the potential to be earned at between 0% and 200% of the number of shares granted depending on achievement of the performance goals and remain subject to vesting for the full three-year service period.

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Stock-based Compensation Expense

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

Note 11—Loss per Share

We recorded a net loss attributable to PENN for the three and nine months ended September 30, 2025 and 2024. As such, the dilution from potential common shares was anti-dilutive, and therefore, we used basic weighted-average common shares outstanding rather than diluted weighted-average common shares outstanding when calculating diluted loss per share. Stock options, restricted stock, and convertible debt that could potentially dilute basic EPS in the future, that were not included in the computation of diluted loss per share, are as follows:


	For the three months ended September 30,		For the nine months ended September 30,
(in millions)	2025	2024	2025	2024
Assumed conversion of dilutive stock options	—	0.1	—	0.1
Assumed conversion of dilutive restricted stock	0.8	0.5	0.5	0.2

Assumed conversion of convertible debt	4.6	14.1	10.5	14.1

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

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

Anti-dilutive equity-based awards are excluded from the computation of diluted EPS, and primarily consists of stock options awarded under the Company’s previous and current long-term incentive compensation plans and warrants previously issued under the terms of the Investment Agreement. Pursuant to the Investment Agreement Amendment, the Initial Warrants will be deemed vested through and including February 8, 2026, and the remaining unvested warrants will be forfeited and cancelled for no consideration. See Note 9, “Commitments and Contingencies.”

Anti-dilutive options and warrants to purchase 37.0 million shares were outstanding for both the three and nine months ended September 30, 2025, and 35.3 million and 35.1 million for the three and nine months ended September 30, 2024, respectively.

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The Company’s calculation of weighted-average common shares outstanding includes the Exchangeable Shares issued in connection with theScore acquisition, as discussed in Note 10, “Stockholders’ Equity and Stock-Based Compensation.” The following table presents the calculation of basic and diluted loss per share for the Company’s common stock for the three and nine months ended September 30, 2025 and 2024:


	For the three months ended September 30,				For the nine months ended September 30,
(in millions, except per share data)	2025		2024		2025		2024
Calculation of basic loss per share:
Net loss applicable to common stock	$	(864.6)	$	(36.7)	$	(770.2)	$	(178.2)
Weighted-average shares outstanding — PENN Entertainment, Inc.	143.1		151.7		147.8		151.6
Weighted-average shares outstanding — Exchangeable Shares	0.4		0.5		0.4		0.5
Weighted-average common shares outstanding — basic	143.5		152.2		148.2		152.1
Basic loss per share	$	(6.03)	$	(0.24)	$	(5.20)	$	(1.17)

Calculation of diluted loss per share:



Diluted loss applicable to common stock	$	(864.6)	$	(36.7)	$	(770.2)	$	(178.2)
Weighted-average common shares outstanding — diluted	143.5		152.2		148.2		152.1
Diluted loss per share	$	(6.03)	$	(0.24)	$	(5.20)	$	(1.17)

Note 12—Fair Value Measurements

ASC Topic 820, “Fair Value Measurements and Disclosures,” establishes a hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach, and cost approach). The levels of the hierarchy are described below:

•Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities.

•Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets, such as interest rates and yield curves that are observable at commonly quoted intervals.

•Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions, as there is little, if any, related market activity.

The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of assets and liabilities and their placement within the fair value hierarchy. The following methods and assumptions are used to estimate the fair value of each class of financial instruments for which it is practicable to estimate. The fair value of the Company’s trade accounts receivable and payable approximates the carrying amounts.

Long-Term Debt

The fair value of our Amended Credit Facilities, 5.625% Notes, 4.125% Notes, and the Convertible Notes is estimated based on quoted prices in active markets. Due to their trading frequency, these long-term debt instruments are classified as Level 2 measurements.

Other long-term obligations as of September 30, 2025 and December 31, 2024 included the repayment obligation of the hotel and event center located near Hollywood Casino Lawrenceburg. The fair value of the Lawrenceburg repayment obligation is estimated based on rates consistent with the Company’s credit rating for comparable terms and debt instruments and is classified as a Level 2 measurement.

As discussed in Note 6, “Long-Term Debt,” other long-term obligations as of December 31, 2024 included a third-party financing arrangement entered into in February 2021. This financing arrangement provided the Company with upfront and non-refundable cash proceeds while permitting us to participate in future proceeds on certain claims. The financing obligation was classified as a Level 3 measurement and as of December 31, 2024 was included within the Consolidated Balance Sheets in “Long-term debt, net of current maturities, debt discounts, and debt issuance costs.”

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Other Liabilities

As of both periods ended September 30, 2025 and December 31, 2024, other liabilities include a $39.5 million tax indemnification, as described in Note 2, “Significant Accounting Policies and Basis of Presentation.” Liabilities associated with the indemnification are recorded in “Other long-term liabilities” within the unaudited Consolidated Balance Sheets. The indemnity has been classified as a Level 3 measurement. Key assumptions used to estimate the fair value of the indemnification include the expected tax rate and the probability of potential outcomes based on valuation methods that utilize unobservable inputs that are significant to the overall fair value as of September 30, 2025 and December 31, 2024.

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


	September 30, 2025
(in millions)	Carrying Amount		Fair Value		Level 1		Level 2		Level 3
Financial assets:(1)
Cash and cash equivalents	$	660.1	$	660.1	$	660.1	$	—	$	—
Available-for-sale debt securities	$	31.5	$	31.5	$	—	$	—	$	31.5
Held-to-maturity securities	$	6.7	$	6.7	$	—	$	6.7	$	—
Promissory notes	$	7.9	$	7.9	$	—	$	7.9	$	—
Financial liabilities:
Long-term debt
Amended Credit Facilities	$	1,923.6	$	1,933.5	$	—	$	1,933.5	$	—
5.625% Notes	$	399.8	$	399.5	$	—	$	399.5	$	—
4.125% Notes	$	396.2	$	372.0	$	—	$	372.0	$	—
Convertible Notes	$	106.3	$	111.5	$	—	$	111.5	$	—
Other long-term obligations	$	8.6	$	7.6	$	—	$	7.6	$	—
Other liabilities	$	42.8	$	42.8	$	—	$	2.7	$	40.1


	December 31, 2024
(in millions)	Carrying Amount		Fair Value		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	706.6	$	706.6	$	706.6	$	—	$	—
Equity securities	$	10.6	$	10.6	$	10.6	$	—	$	—
Available-for-sale debt securities	$	31.5	$	31.5	$	—	$	—	$	31.5
Held-to-maturity securities	$	6.7	$	6.7	$	—	$	6.7	$	—
Promissory notes	$	7.9	$	7.9	$	—	$	7.9	$	—
Financial liabilities:
Long-term debt
Amended Credit Facilities	$	1,437.0	$	1,453.9	$	—	$	1,453.9	$	—
5.625% Notes	$	399.8	$	393.0	$	—	$	393.0	$	—
4.125% Notes	$	395.5	$	356.0	$	—	$	356.0	$	—
Convertible Notes	$	327.9	$	355.7	$	—	$	355.7	$	—
Other long-term obligations	$	210.5	$	209.3	$	—	$	8.1	$	201.2
Other liabilities	$	44.6	$	44.6	$	—	$	2.7	$	41.9

(1)During the nine months ended September 30, 2025, the Company sold its equity securities for $12.0 million and recognized a gain of $0.6 million.

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The following table summarizes the changes in fair value of our Level 3 assets and liabilities measured on a recurring basis:


(in millions)	Other Assets and Liabilities
Balance as of January 1, 2025	$	274.6

Interest (1)	13.9
Payment installments	(2.0)
Included in “Net loss” and “Other comprehensive income (loss)” (1)	(214.9)
Balance as of September 30, 2025	$	71.6

(1)Primarily relates to the interest expense and non-cash gain on financing arrangement. See Note 6, “Long-Term Debt.”

The following table summarizes the significant unobservable inputs used in calculating fair value for our Level 3 assets and liabilities on a recurring basis as of September 30, 2025:

Valuation Technique

Unobservable Input

Discount Rate

Available-for-sale debt securities

Discounted cash flow

Discount rate

35.0

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


(in millions)	Valuation Date	Valuation Technique	Level 1		Level 2		Level 3		Total Balance		Total Reduction in Fair Value Recorded
Trademark	4/30/2025	Discounted cash flow	$	—	$	—	$	7.0	$	7.0	$	15.0
Goodwill	9/30/2025	Discounted cash flow and market approach	$	—	$	—	$	766.0	$	766.0	$	825.0

As discussed in Note 5, “Goodwill and Other Intangible Assets ,” we recorded an impairment on our ACB trademark at the ACB reporting unit as a result of our strategic decision to rebrand the anticipated new facility as Hollywood Casino Council Bluffs. The following table presents quantitative information about the significant unobservable inputs used in the fair value measurement of the trademark as of the valuation date below:

(in millions)

Fair Value

Valuation Technique

Unobservable Input

Range or Amount

As of April 30, 2025

Trademark

7.0

Discounted cash flow

Discount rate

12.5

Pre-tax royalty rate

2.3

Note 13—Segment Information

We have five reportable segments: Northeast, South, West, Midwest, and Interactive. Our gaming and racing properties are grouped by geographic location, and each is viewed as an operating segment with the exception of our two properties in Jackpot, Nevada, which are viewed as one operating segment. We consider our combined VGT operations, by state, to be separate operating segments.

The retail segments primarily generate revenue from gaming operations (such as slot machines and table games), food and beverage offerings, and hotel visitation. The accounting policies of our retail segments are the same as those described in our significant accounting policies. See Note 2, “Significant Accounting Policies and Basis of Presentation” for further information.

The Interactive segment includes all of our online gaming operations, management of retail sports betting, and media operations. The accounting policies of our Interactive segment are the same as those described in our significant accounting policies. See Note 2, “Significant Accounting Policies and Basis of Presentation” for further information.

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The Other category, included in the tables to reconcile the segment information to the consolidated information, consists of our stand-alone racing operations, namely Sanford-Orlando Kennel Club, Sam Houston and Valley Race Park, the Company’s joint venture interests in Freehold Raceway (which ceased operations on December 28, 2024), and our management contract for Retama Park Racetrack. The Other category also includes corporate overhead expenses, which consist of certain expenses, such as: payroll, professional fees, travel expenses, and other general and administrative expenses that have not otherwise been allocated.

The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer and President. Segment Adjusted EBITDAR (as defined below) is our measure of segment profit or loss for each segment and is utilized by the CODM as follows:

•within the annual budget and forecasting process when making decisions about the allocation of operating and capital resources to each segment;

•to evaluate monthly budget-to-actual variances which are used in assessing segment performance;

•to determine whether to reinvest profits into the segment or into other parts of the Company, such as new development projects, return generating investments in our retail operations and Interactive segment; and

•to determine various capital allocation initiatives such as mergers and acquisitions, share repurchases, and delevering.

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


	For the three months ended September 30, 2025
(in millions)	Northeast		South		West		Midwest		Interactive (1)		Other		Intersegment Eliminations (2)		Total
Total revenues	$	690.5	$	291.0	$	138.3	$	298.3	$	297.7	$	4.1	$	(2.6)	$	1,717.3
Less:
Gaming taxes	(281.8)		(58.3)		(25.3)		(78.2)		(187.1)
Compensation and benefits	(104.0)		(60.8)		(31.8)		(46.9)		(31.9)
Media and advertising (3)									(73.0)
Other segment items (4)	(106.8)		(74.2)		(30.1)		(54.1)		(82.3)
Segment Adjusted EBITDAR (5)	$	197.9	$	97.7	$	51.1	$	119.1	$	(76.6)					$	389.2


Other operating benefits (costs) and other income (expenses):
Other category (6)	(36.2)
Rent expense associated with triple net operating leases (7)	(158.1)
Stock-based compensation	(16.8)
Cash-settled stock-based awards variance	2.9
Gain on disposal of assets	1.5

Pre-opening expenses	(9.6)
Depreciation and amortization	(114.2)
Impairment loss (8)	(825.0)

Non-operating items of equity method investments (9)	(1.1)
Interest expense, net	(97.2)
Interest income	2.3
Gain on REIT transaction, net	3.3


Other	(0.8)
Loss before income taxes	(859.8)
Income tax expense	(5.3)
Net loss	$	(865.1)

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(1)Revenues and gaming taxes expense within the Interactive segment are inclusive of gaming tax reimbursement amounts related to third-party online sports betting and/or iCasino partners for online sports betting and iCasino market access of $139.5 million for the three months ended September 30, 2025.

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

(3)Includes advertising expenses of $37.5 million related to the Sportsbook Agreement and $14.5 million related to the Investment Agreement with ESPN. Also, includes advertising and media expenses (including such expenses associated with theScore) across various platforms, including television, radio, out-of-home, social media, and both paid and organic search, and sponsorships and media costs associated with partnerships with major sports leagues, and other professional sports teams.

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

a.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.

b.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.

c.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.

d.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.

e.Interactive segment - professional services, legal expenses, software subscriptions and maintenance fees, software development costs, utilities, supplies, property and liability insurance, other taxes and fees, lease expense, allocated corporate expenses, and third-party revenue share fees.

(5)We define Segment Adjusted EBITDAR as earnings before interest expense, net, interest income, income taxes, depreciation and amortization, rent expense associated with triple net operating leases (see footnote (7) below), stock-based compensation, debt extinguishment charges, impairment losses, insurance recoveries, net of deductible charges, changes in the estimated fair value of our contingent purchase price obligations, gain or loss on disposal of assets, the difference between budget and actual expense for cash-settled stock-based awards, pre-opening expenses, loss on disposal of a business, non-cash gains/losses associated with REIT transactions, and other. Segment Adjusted EBITDAR is also inclusive of income or loss from unconsolidated affiliates, with our share of non-operating items (see footnote (9) below) added back for our Kansas Entertainment joint venture.

(6)Primarily represents corporate overhead expenses of $34.0 million for the three months ended September 30, 2025, which is inclusive of $3.9 million of legal 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)Includes an impairment charge of $825.0 million in the Interactive segment. See Note 5, “Goodwill and Other Intangible Assets.”

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

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	For the three months ended September 30, 2024
(in millions)	Northeast		South		West		Midwest		Interactive (1)		Other		Intersegment Eliminations (2)		Total
Total revenues	$	684.8	$	288.1	$	131.8	$	292.2	$	244.6	$	4.0	$	(6.3)	$	1,639.2
Less:
Gaming taxes	(277.0)		(58.7)		(22.9)		(76.7)		(133.2)
Compensation and benefits	(100.5)		(55.9)		(31.2)		(43.2)		(39.5)
Media and advertising (3)									(86.5)
Other segment items (4)	(108.0)		(67.1)		(30.2)		(53.8)		(76.3)
Segment Adjusted EBITDAR (5)	$	199.3	$	106.4	$	47.5	$	118.5	$	(90.9)					$	380.8


Other operating benefits (costs) and other income (expenses):
Other category (6)	(32.4)
Rent expense associated with triple net operating leases (7)	(154.9)
Stock-based compensation	(12.9)
Cash-settled stock-based awards variance	3.8
Gain on disposal of assets	0.1


Depreciation and amortization	(108.7)


Non-operating items of equity method investments (8)	(1.1)
Interest expense, net	(118.4)
Interest income	6.3




Other	2.7
Loss before income taxes	(34.7)
Income tax expense	(2.8)
Net loss	$	(37.5)

(1)Revenues and gaming taxes expense within the Interactive segment are inclusive of gaming tax reimbursement amounts related to third-party online sports betting and/or iCasino partners for online sports betting and iCasino market access of $104.1 million for the three months ended September 30, 2024.

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

(3)Includes advertising expenses of $41.7 million related to the Sportsbook Agreement and $15.9 million related to the Investment Agreement with ESPN. While the Sportsbook Agreement and Investment Agreement commenced on August 8, 2023, the Company began recognizing advertising expense, specific to the initial annual period, during the fourth quarter of 2023. Also, includes advertising and media expenses (including such expenses associated with theScore) across various platforms, including television, radio, out-of-home, social media, and both paid and organic search, and sponsorships and media costs associated with partnerships with major sports leagues, and other professional sports teams.

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

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from unconsolidated affiliates, with our share of non-operating items (see footnote (8) below) added back for our Kansas Entertainment joint venture.

(6)Primarily represents corporate overhead expenses of $29.1 million for the three months ended September 30, 2024.

(7)Pertains to the following operating leases: (i) AR PENN Master Lease; (ii) 2023 Master Lease; (iii) Margaritaville Lease; and (iv) Greektown Lease.

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


	For the nine months ended September 30, 2025
(in millions)	Northeast		South		West		Midwest		Interactive (1)		Other		Intersegment Eliminations (2)		Total
Total revenues	$	2,083.0	$	881.5	$	405.7	$	878.2	$	903.9	$	15.1	$	(12.6)	$	5,154.8
Less:
Gaming taxes	(851.7)		(187.5)		(74.4)		(231.7)		(540.2)
Compensation and benefits	(311.1)		(177.2)		(94.2)		(135.7)		(106.2)
Media and advertising (3)									(235.0)
Other segment items (4)	(318.6)		(211.0)		(86.8)		(156.1)		(250.1)
Segment Adjusted EBITDAR (5)	$	601.6	$	305.8	$	150.3	$	354.7	$	(227.6)					$	1,184.8


Other operating benefits (costs) and other income (expenses):
Other category (6)	(110.5)
Rent expense associated with triple net operating leases (7)	(470.0)
Stock-based compensation	(48.5)
Cash-settled stock-based awards variance	9.2
Gain on disposal of assets	1.2

Pre-opening expenses	(14.5)
Depreciation and amortization	(332.7)
Impairment losses (8)	(840.0)

Non-operating items of equity method investments (9)	(3.3)
Interest expense, net	(303.9)
Interest income	7.6
Gain on REIT transaction, net	3.3
Gain on financing arrangement (10)	215.1
Loss on early extinguishment of debt	(11.8)
Other	1.5
Loss before income taxes	(712.5)
Income tax expense	(59.4)
Net loss	$	(771.9)

(1)Revenues and gaming taxes expense within the Interactive segment are inclusive of gaming tax reimbursement amounts related to third-party online sports betting and/or iCasino partners for online sports betting and iCasino market access of $405.6 million for the nine months ended September 30, 2025.

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

(3)Includes advertising expenses of $112.5 million related to the Sportsbook Agreement and $43.0 million related to the Investment Agreement with ESPN. Also, includes advertising and media expenses (including such expenses associated with theScore) across various platforms, including television, radio, out-of-home, social media, and both paid and organic search, and sponsorships and media costs associated with partnerships with major sports leagues, and other professional sports teams.

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

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(6)Primarily represents corporate overhead expenses of $108.7 million for the nine months ended September 30, 2025, which is inclusive of $21.0 million of legal and advisory costs related to activist activity in connection with our 2025 annual meeting of shareholders.

(7)Pertains to the following operating leases: (i) AR PENN Master Lease; (ii) 2023 Master Lease; (iii) Margaritaville Lease; and (iv) Greektown Lease.

(8)Includes impairment charges of $15.0 million in the Midwest segment and $825.0 million in the Interactive segment. See Note 5, “Goodwill and Other Intangible Assets.”

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

(10)Relates to the $215.1 million non-cash gain on financing arrangement. See Note 6, “Long-Term Debt.”


	For the nine months ended September 30, 2024
(in millions)	Northeast		South		West		Midwest		Interactive (1)		Other		Intersegment Eliminations (2)		Total
Total revenues	$	2,065.8	$	884.8	$	395.9	$	881.5	$	684.9	$	15.9	$	(19.7)	$	4,909.1
Less:
Gaming taxes	(836.9)		(191.7)		(70.8)		(233.0)		(396.7)
Compensation and benefits	(307.7)		(166.4)		(92.4)		(129.6)		(133.1)
Media and advertising (3)									(309.4)
Other segment items (4)	(314.6)		(195.4)		(88.7)		(153.5)		(235.4)
Segment Adjusted EBITDAR (5)	$	606.6	$	331.3	$	144.0	$	365.4	$	(389.7)					$	1,057.6


Other operating benefits (costs) and other income (expenses):
Other category (6)			(86.0)
Rent expense associated with triple net operating leases (7)			(464.6)
Stock-based compensation			(39.0)
Cash-settled stock-based awards variance			14.9
Loss on disposal of assets			(8.8)


Depreciation and amortization			(326.5)


Non-operating items of equity method investments (8)			(3.2)
Interest expense, net			(356.9)
Interest income			19.2

PENN Entertainment, Inc. 10-Q