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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)


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

For the fiscal year ended December 31, ~~2024~~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 officers) (Zip Code)

(610) 373-2400

(Registrant's telephone number, including area code)

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


Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock, $0.01 par value per share	PENN	The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑

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, a 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Table of Contents

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

As of June 30, ~~2024~~2025, the aggregate market value of the voting common stock held by non-affiliates of the registrant was $2.95 billion. Such aggregate market value was computed by reference to the closing price of the common stock as reported on the NASDAQ Global Select Market on June 30, ~~2024~~2025. As of February 2423, ~~2025~~2026, the number of shares of the registrant’s common stock outstanding was ~~152~~133,~~947~~546,~~379~~273 (including ~~380~~98,~~935~~920 shares of a subsidiary of registrant which are exchangeable into registrant’s common stock).

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive ~~2025~~2026 proxy statement, anticipated to be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year, are incorporated by reference into Part III of this Form 10-K.

PENN ENTERTAINMENT, INC.

TABLE OF CONTENTS

			Page
PART I
Item 1. Business			1
Item 1A. Risk Factors			11
Item 1B. Unresolved Staff Comments			2829
Item 1C. Cybersecurity			2829
Item 2. Properties			3132
Item 3. Legal Proceedings			3233
Item 4. Mine Safety Disclosures			3233
PART II
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities			3233
Item 6. Reserved			3435
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations			3435
Item 7A. Quantitative and Qualitative Disclosures About Market Risk			5355
Item 8. Financial Statements and Supplementary Data			5557
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			~~117~~115
Item 9A. Controls and Procedures			~~117~~115
Item 9B. Other Information			~~117~~115
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections			~~117~~115
PART III
Item 10. Directors, Executive Officers and Corporate Governance			118
Item 10. Directors, Executive Officers, and Corporate Governance			116
Item 11. Executive Compensation			~~118~~116
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			~~118~~116
Item 13. Certain Relationships and Related Transactions, and Director Independence			~~118~~116
Item 14. Principal Accountant Fees and Services			~~118~~116
PART IV
Item 15. Exhibits, Financial Statement Schedules			~~118~~117
Item 16. Form 10-K Summary			~~119~~117
Signatures			~~126~~125

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are included throughout the document, including within “Item 1A. Risk Factors,” and relate to the business strategy, prospects and financial position of PENN Entertainment, Inc., together with its subsidiaries (“PENN,” the “Company,” “we,” “our,” or “us”). These statements can be identified by the use of forward-looking terminology such as “expects,” “believes,” “estimates,” “projects,” “intends,” “plans,” “goal,” “seeks,” “may,” “will,” “should,” or “anticipates” or the negative or other variations of these or similar words, or by discussions of future events, strategies or risks and uncertainties. Specifically, forward-looking statements include, but are not limited to, statements regarding: the Company’s expectations of future results of operations and financial condition~~, including, but not limited to, projections of revenue, Adjusted EBITDA, Adjusted EBITDAR and other financial measures~~; the ~~assumptions provided regarding the guidance, including the scale and timing of the~~ Company’s ~~product and technology investments; the Company’s~~ expectations regarding ~~results and customer growth and~~ the ~~impact~~future success of ~~competition~~theScore ~~in retail/mobile/online sportsbooks~~Bet, Hollywood iCasino, ~~social gaming,~~ and ~~retail operations; the Company’s development and launch of~~ its ~~Interactive~~other ~~segment’s~~digital products in new jurisdictions and enhancements to existing Interactive segment products, including the content for the ESPN BET and theScore BET and the further development of ESPN BET and theScore BET on our proprietary player account management system and risk and trading platformsofferings; the ~~benefits of the Sportsbook Agreement between the~~ Company ~~and ESPN; the Company~~’s expectations ~~regarding its Sportsbook Agreement~~ with ~~ESPN~~respect ~~and~~to ~~the~~share ~~future success of ESPN BET~~repurchases; the Company’s expectations with respect to the integration and synergies related to the Company’s integration of theScore and the continued growth and monetization of the Company’s media business; the Company’s expectations that its portfolio of assets provides a benefit of geographically-diversified cash flows from operations; management’s plans and strategies for future operations, including statements relating to the Company’s plan to expand gaming operations through the implementation and execution of a disciplined capital expenditure program at our existing properties, the pursuit of strategic acquisitions and investments, and the development of new gaming properties, including the development projects and the anticipated benefits; improvements, expansions, or relocations of our existing properties; entrance into new jurisdictions; expansion of gaming in existing jurisdictions; strategic investments and acquisitions; cross-sell opportunities between our retail gaming, online sports betting (“OSB”), and iCasino businesses; our ability to obtain financing for our development projects on attractive terms; the timing, cost and expected impact of planned capital expenditures on the Company’s results of operations; and the actions of regulatory, legislative, executive, or judicial decisions at the federal, state, provincial, or local level with regard to our business and the impact of any such actions.

Such statements are all subject to risks, uncertainties and changes in circumstances that could significantly affect the Company’s future financial results and business. Accordingly, the Company cautions that the forward-looking statements contained herein are qualified by important factors that could cause actual results to differ materially from those reflected by such statements. Such factors include: the effects of economic and market conditions in the markets in which the Company operates or otherwise, including the impact of global supply chain disruptions, price inflation, ~~rising~~changes in interest rates, ~~slowing~~ economic ~~growth~~downturns, changes in trade policies, and geopolitical and regulatory uncertainty; competition with other ~~entertainment,~~retail and online gaming and sports ~~content~~betting, entertainment and ~~gaming~~sports content experiences; the timing, cost and expected impact of product and technology investments; risks relating to operations, permits, licenses, financings, approvals and other contingencies in connection with growth in new or existing jurisdictions; our ability to successfully acquire and integrate new properties and operations and achieve expected synergies from acquisitions; the availability of future borrowings under our Amended Credit Facilities or other sources of capital to enable us to service our indebtedness, make anticipated capital expenditures or pay off or refinance our indebtedness prior to maturity; the impact of indemnification obligations under the Barstool SPA; our ability to ~~achieve~~realize the anticipated ~~financial~~benefits ~~returns from the Sportsbook Agreement with ESPN, including due to fees, costs, taxes, or circumstances beyond the Company’s or ESPN’s control; the occurrence~~ of ~~any~~our ~~event,~~iCasino ~~change~~forward orstrategy ~~other~~and ~~circumstances that could give rise to~~ the ~~right~~rebranding of ~~one~~our orU.S. ~~both~~OSB ofproduct ~~the Company and ESPN~~ to ~~terminate~~theScore ~~the Sportsbook Agreement between the companies~~Bet; ~~the~~our ability ofto ~~the~~attract ~~Company~~ and ~~ESPN~~retain touser ~~agree~~adoption ~~to extend the initial 10-year term~~ of ~~the~~theScore ~~Sportsbook~~Bet ~~Agreement~~and onHollywood ~~mutually~~iCasino ~~satisfactory~~apps ~~terms,~~in ifa atrapidly ~~all,~~evolving and ~~the~~highly ~~costs~~competitive ~~and obligations of such terms if agreed~~market; the outcome of any legal proceedings that may be instituted against the Company, ~~ESPN~~ or ~~their~~its respective directors, officers or employees; the ability of the Company ~~or ESPN~~ to retain and hire key personnel; the impact of new or changes in current laws, regulations, rules or other industry standards; the impact of activist shareholders; adverse outcomes of litigation involving the Company; our ability to maintain our gaming licenses and concessions and comply with applicable gaming law, changes in current laws, regulations, rules or other industry standards, and additional factors discussed in “Risk Factors.” In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Form 10-K may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. All forward-looking statements in this Form 10-K are based on information available to us as of the date hereof, such information may be limited or incomplete, and we assume no obligation to update any such forward-looking statements. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements. The following discussion should be read in conjunction with our consolidated financial statements and the accompanying notes contained in this Form 10-K.

Table of Contents

PART I

ITEM 1.BUSINESS

Overview

PENN Entertainment, Inc., together with its subsidiaries (“PENN,” or the “Company”),” ~~is North America’s leading provider of integrated entertainment~~“we,” ~~sports content~~“our,” ~~and~~or ~~casino gaming experiences. As of the issuance date of this report~~“us”), ~~PENN~~operates ~~operated~~ in 28 jurisdictions throughout North America, with a broadly diversified portfolio of casinos, racetracks, and online sports betting, and iCasino offerings under well-recognized brands including Hollywood Casino®, L’Auberge®, ESPN BET™, and theScore BET Sportsbook and Casino®. PENN’s ability to leverage its partnership with ESPN, Inc. and ESPN Enterprises, Inc. (~~together,~~ “~~ESPN~~OSB”), ~~the “worldwide leader in sports,”~~ and ~~its~~iCasino ~~ownership of theScore™, the top digital sports media brand in Canada, is central to the Company’s highly differentiated strategy to expand its footprint and efficiently grow its customer ecosystem~~offerings. PENN’s focus is on organic cross-sell opportunities, is reinforced by its market-leading retail casinos, sports media assets, and technology, including a proprietary state-of-the-art, fully integrated digital sports betting and iCasino ~~betting~~ platform, and an in-house iCasino content studio ~~(PENN Game Studios)~~. The Company’s portfolio is further bolstered by its industry-leading PENN ~~Play™~~PlayTM customer loyalty program, offering its ~~approximately~~over 3233 million members a unique set of rewards and experiences.

On November 6, 2025, the Company announced the early termination of our U.S. sportsbook agreement with ESPN, Inc. and ESPN Enterprises Inc. (together, “ESPN”), effective December 1, 2025. As a result, we realigned our digital focus to leverage the strength of our U.S. iCasino and Canadian operations, and we rebranded our OSB offering in the U.S. to theScore Bet, leveraging connectivity with theScore media app and our PENN Play loyalty program to drive cross-sell opportunities across our retail and digital ecosystem.

Reportable Segments

We have five reportable segments: Northeast, South, West, Midwest, and Interactive. ~~Our~~The ~~gaming~~Northeast, South, West, and ~~racing~~Midwest ~~properties~~segments ~~are~~(referred ~~grouped~~to byas ~~geographic~~our ~~location~~“retail segments”) primarily generate revenue from gaming operations (such as slot machines and table games), food and ~~each~~beverage isofferings, ~~viewed~~and ashotel anvisitation. ~~operating~~The Interactive segment ~~with~~includes ~~the~~all ~~exception~~ of our ~~two~~OSB, ~~properties~~online ~~in Jackpot~~casino/iCasino, ~~Nevada,~~and ~~which~~social ~~are~~gaming ~~viewed~~(collectively referred to as ~~one~~“online ~~operating~~gaming”) ~~segment.~~operations, Wemanagement ~~consider~~of ~~our~~retail ~~combined~~sports ~~Video~~betting, ~~Gaming~~media, ~~Terminal~~and the operating results of Barstool Sports, Inc. (“~~VGT~~Barstool” or “Barstool Sports”) ~~operations~~subsequent to the Barstool Acquisition on February 17, by2023 ~~state~~and prior to the Barstool divestiture on August 8, 2023 (as defined and discussed in Note 5, “Acquisitions and Dispositions” in the notes to beour ~~separate~~Consolidated ~~operating~~Financial ~~segments~~Statements).

~~The~~Our ~~Northeast,~~gaming ~~South, West,~~ and ~~Midwest~~racing ~~segments~~properties ~~(referred~~are togrouped asby ~~our~~geographic ~~“retail segments”) primarily generate revenue from gaming operations (such as slot machines and table games)~~location, ~~food~~ and ~~beverage~~each ~~offerings,~~is ~~and~~viewed ~~hotel~~as ~~visitation.~~an ~~The~~operating ~~Interactive~~ segment ~~includes~~with ~~all~~the exception of our ~~online~~two ~~sports~~properties ~~betting~~in Jackpot, ~~online casino/iCasino~~Nevada, ~~and~~which ~~social~~are ~~gaming~~viewed ~~(collectively referred to~~ as ~~“online~~one ~~gaming”)~~operating ~~operations,~~segment. ~~management~~We ofconsider ~~retail~~our ~~sports~~combined ~~betting,~~Video ~~media,~~Gaming ~~and~~Terminal ~~the operating results of Barstool Sports, Inc.~~ (“~~Barstool~~VGT” ~~or “Barstool Sports”~~) ~~subsequent to the Barstool Acquisition on February 17~~operations, ~~2023~~by ~~and prior to the Barstool divestiture on August 8~~state, ~~2023 (as defined and discussed in Note 5, “Acquisitions and Dispositions” in the notes~~ to ~~our~~be ~~Consolidated~~separate ~~Financial~~operating ~~Statements)~~segments. See Note 17, “Segment Information” and Note 11, “Leases” in the notes to our Consolidated Financial Statements for further segment and lease structure information, respectively.

Retail Operations

As of December 31, ~~2024~~2025, we owned, managed, or had ownership interests in 4342 gaming and racing properties in 2019 states. In addition, we offer live sports betting at our properties in 1314 states.

Operating Properties

The ~~table~~majority ~~below~~of ~~summarizes~~the ~~certain~~real ~~features~~estate ofassets (i.e., land and buildings) used in our operations are subject to triple net master leases, the ~~properties~~most ~~owned~~significant of which are with Gaming and Leisure Properties, ~~operated~~Inc. (Nasdaq: GLPI) (“GLPI”), ora ~~managed~~real byestate usinvestment trust. In 2023, as part of ~~December 31,~~our ~~2024~~continuous capital investment strategy, bythe ~~reportable~~Company ~~segment~~and ~~(all~~GLPI ~~area~~amended and ~~capacity~~restated ~~metrics~~certain leases and entered into a master development agreement for planned redevelopment and relocation projects at certain properties which are ~~approximate):~~expected to progress throughout 2026. See “Triple Net Leases” below for further discussion.

	Location	Real Estate Assets Lease or Ownership Structure	Type of Facility	Gaming Square Footage	Gaming Machines	Table Games (1)	Hotel Rooms
Northeast segment
Ameristar East Chicago (2)	East Chicago, IN	Pinnacle Master Lease	Dockside gaming	55,700	965	36	288
Hollywood Casino Bangor	Bangor, ME	AR PENN Master Lease	Land-based gaming/racing	31,750	661	15	152
Hollywood Casino at Charles Town Races (2)	Charles Town, WV	AR PENN Master Lease	Land-based gaming/racing	115,000	1,731	61	153
Hollywood Casino Columbus (2)(3)	Columbus, OH	2023 Master Lease	Land-based gaming	180,500	1,676	61	—
Hollywood Casino at Greektown (2)	Detroit, MI	Greektown Lease	Land-based gaming	100,000	2,027	56	400
Hollywood Casino Lawrenceburg (2)(4)	Lawrenceburg, IN	AR PENN Master Lease	Dockside gaming	149,500	1,238	43	463
Hollywood Casino Morgantown (2)(5)	Morgantown, PA	Morgantown Lease	Land-based gaming	81,000	707	23	—
Hollywood Casino at PENN National Race Course (2)	Grantville, PA	AR PENN Master Lease	Land-based gaming/racing	94,371	1,566	42	—
Hollywood Casino Perryville (2)(3)	Perryville, MD	2023 Master Lease	Land-based gaming	34,500	726	17	—
Hollywood Casino at The Meadows (2)(3)	Washington, PA	2023 Master Lease	Land-based gaming/racing	125,000	1,962	93	—
Hollywood Casino Toledo (2)(3)	Toledo, OH	2023 Master Lease	Land-based gaming	135,000	1,760	46	—

The table below summarizes certain features of the properties owned, operated, or managed by us as of December 31, 2025, by reportable segment (all area and capacity metrics are approximate):


	Location	Real Estate Assets Lease or Ownership Structure	Type of Facility	Gaming Square Footage	Gaming Machines	Table Games (1)	Hotel Rooms
Northeast segment
Ameristar East Chicago (2)	East Chicago, IN	Pinnacle Master Lease	Dockside gaming	55,700	979	28	288
Hollywood Casino Bangor	Bangor, ME	AR PENN Master Lease	Land-based gaming/racing	31,750	625	18	152
Hollywood Casino at Charles Town Races (2)	Charles Town, WV	AR PENN Master Lease	Land-based gaming/racing	115,000	1,720	63	153
Hollywood Casino Columbus (2)	Columbus, OH	2023 Master Lease	Land-based gaming	180,500	1,554	69	—
Hollywood Casino at Greektown (2)	Detroit, MI	VICI Master Lease	Land-based gaming	100,000	1,874	61	400
Hollywood Casino Lawrenceburg (2)(3)	Lawrenceburg, IN	AR PENN Master Lease	Dockside gaming	149,500	970	38	463
Hollywood Casino Morgantown (2)(4)	Morgantown, PA	Morgantown Lease	Land-based gaming	34,467	675	23	—

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Hollywood Casino York (2)	York, PA	Operating Lease (not with REIT Landlord)	Land-based gaming	32,581	715	27	—
Hollywood Casino at PENN National Race Course (2)	Grantville, PA	AR PENN Master Lease	Land-based gaming/racing	94,371	1,553	42	—
Hollywood Gaming at Dayton Raceway (2)	Dayton, OH	AR PENN Master Lease	Land-based gaming/racing	40,700	1,057	—	—
Hollywood Casino Perryville (2)	Perryville, MD	2023 Master Lease	Land-based gaming	34,500	654	13	—
Hollywood Gaming at Mahoning Valley Race Course (2)	Youngstown, OH	AR PENN Master Lease	Land-based gaming/racing	54,000	1,051	—	—
Hollywood Casino at The Meadows (2)	Washington, PA	2023 Master Lease	Land-based gaming/racing	125,000	1,923	94	—
Marquee by PENN (6)	Pennsylvania	N/A	Land-based gaming	N/A	155	—	—
Hollywood Casino Toledo (2)	Toledo, OH	2023 Master Lease	Land-based gaming	135,000	1,706	41	—
Plainridge Park Casino (2)	Plainville, MA	Pinnacle Master Lease	Land-based gaming/racing	50,225	976	—	—
Hollywood Casino York (2)	York, PA	Operating Lease (not with REIT Landlord)	Land-based gaming	32,581	715	28	—
Hollywood Gaming at Dayton Raceway (2)	Dayton, OH	AR PENN Master Lease	Land-based gaming/racing	40,700	1,091	—	—
Hollywood Gaming at Mahoning Valley Race Course (2)	Youngstown, OH	AR PENN Master Lease	Land-based gaming/racing	54,800	1,034	—	—
Marquee by PENN (5)	Pennsylvania	N/A	Land-based gaming	N/A	165	—	—
Plainridge Park Casino (2)	Plainville, MA	Pinnacle Master Lease	Land-based gaming/racing	50,225	1,007	—	—
South segment
1st Jackpot Casino (2)	Tunica, MS	AR PENN Master Lease	Dockside gaming	46,535	~~644~~645	98	—
Ameristar Vicksburg (2)	Vicksburg, MS	Pinnacle Master Lease	Dockside gaming	70,926	~~922~~869	17	148
Boomtown Biloxi (2)	Biloxi, MS	AR PENN Master Lease	Dockside gaming	34,500	~~591~~571	2321	—
Boomtown Bossier City (2)	Bossier City, LA	Pinnacle Master Lease	Dockside gaming	20,000	~~604~~607	128	187
Boomtown New Orleans (2)	New Orleans, LA	Pinnacle Master Lease	Dockside gaming	30,000	~~745~~720	26	150
Hollywood Casino Gulf Coast (2)	Bay St. Louis, MS	AR PENN Master Lease	Land-based gaming	51,000	~~773~~767	2830	291
Hollywood Casino Tunica (2)	Tunica, MS	AR PENN Master Lease	Dockside gaming	54,000	~~768~~780	109	494
L’Auberge Baton Rouge (2)	Baton Rouge, LA	Pinnacle Master Lease	Dockside gaming	71,500	~~947~~822	56	205
L’Auberge Lake Charles (2)	Lake Charles, LA	Pinnacle Master Lease	Dockside gaming	7170,~~200~~000	1,100	8581	995
Margaritaville Resort Casino (2)	Bossier City, LA	~~Margaritaville~~VICI Master Lease	Dockside gaming	30,000	~~956~~946	5043	395
West segment
Ameristar Black Hawk (2)	Black Hawk, CO	Pinnacle Master Lease	Land-based gaming	56,000	~~858~~849	4039	536
Cactus Petes and Horseshu (2)	Jackpot, NV	Pinnacle Master Lease	Land-based gaming	30,600	~~560~~521	1416	416
M Resort Spa Casino (2)(3)	Henderson, NV	2023 Master Lease	Land-based gaming	96,000	929	37	390
M Resort Spa Casino (2)	Henderson, NV	2023 Master Lease	Land-based gaming	96,000	949	37	765
Zia Park Casino	Hobbs, NM	AR PENN Master Lease	Land-based gaming/racing	18,000	723	—	154
Midwest segment
Ameristar Council Bluffs (2)(7)	Council Bluffs, IA	Pinnacle Master Lease	Dockside gaming	35,000	1,249	21	444
Ameristar Council Bluffs (2)(6)	Council Bluffs, IA	Pinnacle Master Lease	Dockside gaming	35,000	1,285	17	444
Argosy Casino Alton (2)(8)	Alton, IL	AR PENN Master Lease	Dockside gaming	23,000	504	9	—
Argosy Casino Alton (2)(7)	Alton, IL	AR PENN Master Lease	Dockside gaming	24,410	519	9	—
Argosy Casino Riverside	Riverside, MO	AR PENN Master Lease	Dockside gaming	56,000	1,079	37	258
Argosy Casino Riverside (2)	Riverside, MO	AR PENN Master Lease	Dockside gaming	58,850	1,060	31	258
Hollywood Casino Aurora (2)(3)	Aurora, IL	2023 Master Lease	Dockside gaming	53,000	836	27	—
Hollywood Casino Aurora (2)	Aurora, IL	2023 Master Lease	Dockside gaming	53,000	836	27	—
Hollywood Casino Joliet (2)(3)	Joliet, IL	2023 Master Lease	Dockside gaming	50,000	924	25	100
Hollywood Casino Joliet (2)	Joliet, IL	2023 Master Lease	Land-based gaming	48,874	1,005	43	—
Hollywood Casino at Kansas Speedway (2)(9)	Kansas City, KS	Owned - joint venture	Land-based gaming	95,000	1,530	32	—
Hollywood Casino at Kansas Speedway (2)(8)	Kansas City, KS	Owned - joint venture	Land-based gaming	95,000	1,525	32	—
Hollywood Casino St. Louis	Maryland Heights, MO	AR PENN Master Lease	Dockside gaming	120,000	1,544	45	502
Hollywood Casino St. Louis (2)	Maryland Heights, MO	AR PENN Master Lease	Dockside gaming	120,000	1,652	45	502
Prairie State Gaming (6)	Illinois	N/A	Land-based gaming	N/A	2,378	—	—
Prairie State Gaming (5)	Illinois	N/A	Land-based gaming	N/A	2,307	—	—
River City Casino	St. Louis, MO	Pinnacle Master Lease	Dockside gaming	90,000	1,588	43	200
River City Casino (2)	St. Louis, MO	Pinnacle Master Lease	Dockside gaming	90,000	1,588	42	200
Other
Freehold Raceway (10)	Freehold, NJ	Owned - joint venture	Standardbred racing	—	—	—	—
Freehold Raceway (9)	Freehold, NJ	Owned - joint venture	Standardbred racing	—	—	—	—
Retama Park Racetrack (11)	Selma, TX	None - Managed	Simulcasting/quarter horse racing	—	—	—	—
Retama Park Racetrack (10)	Selma, TX	None - Managed	Simulcasting/quarter horse racing	—	—	—	—
Sam Houston Race Park	Houston, TX	Owned	Simulcasting/thoroughbred racing	—	—	—	—
Sanford-Orlando Kennel Club	Longwood, FL	Owned	Simulcasting/restaurant	—	—	—	—
Valley Race Park (12)	Harlingen, TX	Owned	Greyhound racing	—	—	—	—
Valley Race Park (11)	Harlingen, TX	Owned	Greyhound racing	—	—	—	—
				2,482,088	41,725	1,166	7,321
				2,438,289	40,891	1,155	7,596

(1)Excludes poker tables.

(2)Property offers a sportsbook for live sports betting.

(3)~~Property~~Includes ~~transferred~~168 torooms ~~2023~~at ~~Master~~our ~~Lease~~hotel ~~(as~~and ~~defined~~event incenter ~~Note~~located ~~11,~~less ~~“Leases,”~~than ina ~~the~~mile ~~notes~~from tothe ~~our~~gaming ~~Consolidated Financial Statements), effective January 1, 2023~~facility.

(4)~~Includes~~Upon ~~168~~termination ~~rooms~~of atthe ~~our~~Morgantown ~~hotel~~Lease, ~~and~~ownership ~~event~~of ~~center~~the ~~located~~constructed ~~less~~building ~~than~~and aall ~~mile~~tenant improvements will transfer from the ~~gaming~~Company ~~facility~~to GLPI.

(5)~~Upon~~VGT ~~termination~~route ~~of the Morgantown Lease, ownership of the constructed building and all tenant improvements will transfer from the Company to Gaming & Leisure Properties, Inc~~operations.

(6)~~VGT~~Includes ~~route~~284 ~~operations~~rooms operated by a third-party and located on land leased by us and subleased to such third-party.

(7)Includes 284 rooms operated by a third-party and located on land leased by us and subleased to such third-party.

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

(9)Pursuant to a joint venture with NASCAR Holdings LLC.

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(107)~~Pursuant~~The toriverboat ais ~~joint~~owned ~~venture~~by ~~with~~us ~~Greenwood~~and ~~Limited~~not ~~Jersey,~~subject ~~Inc.,~~to athe ~~subsidiary~~AR ofPENN ~~Greenwood~~Master ~~Racing, Inc~~Lease. ~~Operations at Freehold Raceway ceased on December 28, 2024.~~

(118)Pursuant to a ~~management~~joint ~~contract~~venture with ~~Retama~~NASCAR ~~Development~~Holdings ~~Corporation~~LLC.

(129)InPursuant ~~March~~to ~~2020~~a joint venture with Greenwood Limited Jersey, ~~Valley~~Inc., ~~Race~~a ~~Park~~subsidiary ~~closed~~of ~~due~~Greenwood toRacing, ~~COVID-19~~Inc. ~~and~~Operations ~~remains~~at ~~non-operational~~Freehold Raceway ceased on December 28, 2024.

(10)Pursuant to a management contract with Retama Development Corporation.

(11)In March 2020, Valley Race Park closed due to COVID-19 and remains non-operational.

Northeast Segment

Ameristar East Chicago is located less than 25 miles from downtown Chicago, Illinois and offers guests a gaming and entertainment experience in the Chicago metropolitan area. In addition to gaming amenities, the property features a full-service hotel, ana ~~ESPN BET~~ sportsbook for live sports betting, a fitness center, dining venues, and a lounge.

Hollywood Casino Bangor is located less than five miles from the Bangor airport in Maine. The property features slot machines, table games, a hotel with 5,100 square feet of meeting and multipurpose space, and dining and entertainment options. Bangor Raceway, which is adjacent to the property, is located at historic Bass Park and includes a one-half mile standardbred racetrack and a 12,000 square foot grandstand capable of seating 3,500 patrons.

Hollywood Casino at Charles Town Races is located within approximately an hour drive of the Baltimore, Maryland and Washington, D.C. markets. In addition to a hotel, slot machines, table games, and poker tables, the property includes a sportsbook for live sports betting, as well as a variety of dining options. The complex also features live thoroughbred racing at a three-quarters mile all-weather lighted thoroughbred racetrack with a 3,000-seat grandstand and simulcast wagering.

Hollywood Casino Columbus is a Hollywood-themed casino located in Columbus, Ohio. It features slot machines, table games, poker tables, ~~and~~a ~~an ESPN BET~~ sportsbook for live sports betting, as well as multiple food and beverage outlets, and an entertainment lounge.

Hollywood Casino at Greektown is located in the Greektown district of Detroit, Michigan, and is one of four casino hotels in the Detroit-Windsor area. In addition to slot machines, table games, and ana ~~ESPN BET~~ sportsbook for live sports betting, the property features a 30-story hotel, several food and beverage options from casual to fine dining, as well as 10,000 square feet of convention and banquet space.

Hollywood Casino Lawrenceburg is a Hollywood-themed casino riverboat located along the Ohio River in Lawrenceburg, Indiana, approximately 15 miles west of Cincinnati, Ohio. In addition to slot machines, and table games, ~~and poker tables,~~ the riverboat features ana ~~ESPN BET~~ sportsbook for live sports betting, as well as a variety of dining options. The hotel and event center, located within one mile from the casino, includes 18,000 square feet of multipurpose space and 19,500 square feet of ballroom and meeting space.

Hollywood Casino Morgantown is located less than an hour drive west of Philadelphia, Pennsylvania. The property features an outdoor gaming and entertainment area, ana ~~ESPN BET~~ sportsbook for live sports betting, slot machines, table games, and multiple food and beverage outlets.

Hollywood Casino at PENN National Race Course is located 15 miles northeast of Harrisburg, Pennsylvania. This gaming facility also includes a variety of dining and entertainment options, as well as ana ~~ESPN BET~~ sportsbook for live sports betting and a viewing area for live racing. The property includes a one-mile all-weather lighted thoroughbred racetrack and a seven-eighths mile turf track.

Hollywood Casino Perryville is a Hollywood-themed casino located near the Susquehanna River in Perryville, Maryland, approximately 45 miles east of Baltimore, Maryland. It features slot machines, table games, poker tables, and ana ~~ESPN BET~~ sportsbook for live sports betting, as well as a variety of dining options.

Hollywood Casino at The Meadows is located in Washington, Pennsylvania, approximately 25 miles south of Pittsburgh, Pennsylvania. In addition to gaming amenities, the property offers ana ~~ESPN BET~~ sportsbook for live sports betting, several dining options, as well as an event and banquet center, a simulcast betting parlor, a five-eighths mile harness racetrack and a bowling alley.

Hollywood Casino Toledo is a Hollywood-themed casino, located on the bank of the Maumee River in Toledo, Ohio. The property features slot machines, table games, poker tables, and ana ~~ESPN BET~~ sportsbook for live sports betting, as well as multiple food and beverage outlets and an entertainment lounge.

Hollywood Casino York is a casino located within the York Galleria Mall, approximately an hour drive north of Baltimore, Maryland. It features slot machines, table games, and ana ~~ESPN BET~~ sportsbook for live sports betting, as well as casual dining options.

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Hollywood Gaming at Dayton Raceway is a Hollywood-themed casino and raceway located in Dayton, Ohio. It features video lottery terminals, a five-eighths mile standardbred racetrack, ana ~~ESPN BET~~ sportsbook for live sports betting, as well as various restaurants and bars, amongst other amenities.

Hollywood Gaming at Mahoning Valley Race Course is a Hollywood-themed casino and raceway located in Youngstown, Ohio featuring video lottery terminals and a one-mile thoroughbred racetrack. The property also includes ana ~~ESPN BET~~ sportsbook for live sports betting, various restaurants, and bars amongst other amenities.

Marquee by PENN is our licensed VGT route operator with a network of 2834 truck stop establishments in Pennsylvania.

Plainridge Park Casino is located 20 miles southwest of the Boston beltway just off interstate 95 in Plainville, Massachusetts. In addition to gaming offerings and a sportsbook for live sports betting, Plainridge Park Casino features various restaurants and bars along with a five-eighths mile live harness racing facility with a two-story clubhouse for simulcast operations, special events, and live racing viewing.

South Segment

1st Jackpot Casino is the closest Tunica-area casino to downtown Memphis, Tennessee. It features slot machines, table games, a café, a sportsbook for live betting, and a live entertainment venue.

Ameristar Vicksburg, which is the largest dockside casino in central Mississippi, is located along the Mississippi River approximately 45 miles west of Mississippi’s largest city, Jackson. In addition to gaming amenities, the property features a hotel, multiple dining and bar facilities, 1,800 square feet of meeting and event space, a sportsbook for live sports betting, and an RV park.

Boomtown Biloxi, located in Biloxi Mississippi, offers slot machines, table games, poker tables, and a sportsbook for live sports betting, as well as two distinct dining options. The property also includes a recreational vehicle park ~~and a 3,600 square foot event center and board room~~.

Boomtown Bossier City features a hotel adjoining a dockside riverboat casino located less than one mile from the Louisiana Boardwalk. The property offers a sportsbook for live sports betting, a variety of dining options, and 1,500 square feet of meeting and conference space.

Boomtown New Orleans is located in the West Bank area across the Mississippi River, approximately 15 minutes from the French Quarter of New Orleans, Louisiana. In addition to gaming amenities and a sportsbook for live sports betting, the property also features a five-story hotel, several restaurants, and over 14,000 square feet of meeting and conference space.

Hollywood Casino Gulf Coast is located in Bay St. Louis, Mississippi and features slot machines, table games, poker tables, and a sportsbook for live sports betting. The property also features a golf course, various dining options, an RV park, and a marina amongst other amenities. The waterfront hotel includes a 10,000 square foot ballroom and six separate meeting rooms offering more than 13,000 square feet of meeting space.

Hollywood Casino Tunica is a Hollywood-themed casino located less than 10 miles from Tunica County River Park. In addition to gaming offerings, it features a sportsbook for live sports betting, a hotel, a 123-space recreational vehicle park, various dining and bar options, and banquet and meeting facilities.

L’Auberge Baton Rouge is located approximately ten miles southeast of downtown Baton Rouge, Louisiana. The property features a 12-story hotel, slots, table games, poker, ana ~~ESPN BET~~ sportsbook for live sports betting, a variety of dining choices, and 13,000 square feet of meeting and event space.

L’Auberge Lake Charles offers one of the closest full-scale casino hotel facilities to Houston, Texas, as well as to the Austin, Texas and San Antonio, Texas metropolitan areas. The location is approximately 140 miles from Houston and approximately 300 miles and 335 miles from Austin and San Antonio, respectively. In addition to gaming amenities and ana ~~ESPN BET~~ sportsbook for live sports betting, the property features several dining outlets, a golf course, a full-service spa, and more than 26,000 square feet of meeting and event space.

Margaritaville Resort Casino is one of the premier gaming, lodging, dining, and entertainment experiences in Northern Louisiana. The property provides an island-style theme and includes gaming amenities, ana ~~ESPN BET~~ sportsbook for live sports betting, a 15,000 square foot 1,000-seat theater, and 9,500 square feet of meeting space.

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West Segment

Ameristar Black Hawk is located in the center of the Black Hawk gaming district, approximately 40 miles west of Denver, Colorado. The resort features slot machines, table games, poker tables, and ana ~~ESPN BET~~ sportsbook for live sports betting. In addition to gaming amenities, the resort features a hotel, a full-service day spa, several dining outlets, a live entertainment bar, and 15,000 square feet of meeting and event space.

Cactus Petes and Horseshu (collectively, “the Jackpot Properties”) are located just south of the Idaho border in Jackpot, Nevada. The Jackpot Properties collectively feature two hotels, several dining options, a 4,000 seat amphitheater, a showroom, a live entertainment lounge, a sportsbook for live sports betting, and meeting and event facilities.

M Resort Spa Casino, located approximately ten miles from the Las Vegas strip in Henderson, Nevada, is situated at the southeast corner of Las Vegas Boulevard and St. Rose Parkway. The resort features slot machines, table games, and a sportsbook for live sports betting, as well as a hotel and a variety of dining and bar options. M Resort Spa Casino opened a second hotel tower on December 1, 2025, which added 375 rooms to the property, bringing its total to 765 rooms and suites. The property also features more than 6085,000 square feet of meeting and conference space, a spa and fitness center, and a 100,000 square foot event center.

Zia Park Casino is located in Hobbs, New Mexico, and features slot machines, a hotel, restaurants, a one-mile quarter horse/thoroughbred racetrack with live racing from September to December, and a year-round simulcast parlor.

Midwest Segment

Ameristar Council Bluffs is located across the Missouri River from Omaha, Nebraska and includes the largest riverboat in Iowa. In addition to gaming amenities, the property also features a hotel, a fitness center, several dining facilities, a sports bar featuring ana ~~ESPN BET~~ sportsbook with live sports betting, and 5,000 square feet of convention and meeting space.

Argosy Casino Alton is located on the Mississippi River in Alton, Illinois, approximately 20 miles northeast of downtown St. Louis, Missouri. Argosy Casino Alton is a three-deck riverboat featuring slot machines, table games, and a sportsbook for live betting. Argosy Casino Alton includes an entertainment pavilion and features a deli, a sportsbook viewing lounge and a 475-seat main showroom.

Argosy Casino Riverside is located on the Missouri River, approximately five miles from downtown Kansas City. In addition to gaming amenities and a sportsbook for live betting, this Mediterranean-themed property features a nine-story hotel, a spa, an entertainment facility featuring various food and beverage areas, a VIP lounge and a sports/entertainment lounge, and 19,000 square feet of banquet/conference facilities.

Hollywood Casino Aurora is located in Aurora, Illinois, the second largest city in Illinois, approximately 35 miles west of Chicago. This single-level dockside casino offers guests gaming amenities, including a poker room and a sportsbook for live sports betting, and features multiple dining and bar options.

Hollywood Casino Joliet is located ~~on the Des Plaines River~~ in Joliet, Illinois, approximately 40 miles southwest of Chicago. The ~~complex~~property ~~includes~~relocated its riverboat casino operations to a ~~barge~~new, state-of-the-art land-based ~~casino~~facility which ~~provides~~opened ~~guests~~on ~~with~~August ~~two~~11, ~~levels~~2025. ofThe ~~gaming~~facility ~~experience~~features approximately 1,000 asslots ~~well~~and as43 alive ~~land-based~~table ~~pavilion~~games, ~~with~~including ~~several~~high-limit ~~dining~~slots and ~~entertainment~~table ~~options. In addition~~games, ~~the~~a ~~property~~baccarat ~~includes~~room, and a sportsbook for live sports betting,. aIts ~~hotel,~~unique ~~4,600~~bars ~~square~~and ~~feet~~restaurants ofinclude ~~meeting~~Sorellina ~~space,~~by Giada De Laurentiis and Boulevard Food & Drink Hall. Additional features of the new property include an 80approximately 10,000 square foot, all-~~space~~ages RVevent ~~park~~center with meeting areas.

Hollywood Casino at Kansas Speedway, our 50% joint venture with NASCAR, is located in Kansas City, Kansas. It features slot machines, table games, poker tables, ~~and~~a ~~an ESPN BET~~ sportsbook for live sports betting, and offers a variety of dining and entertainment facilities and a meeting room.

Hollywood Casino St. Louis is located adjacent to the Missouri River directly off I-70 and approximately 22 miles northwest of downtown St. Louis, Missouri. The facility features slot machines, table games, poker tables, a hotel, a sportsbook for live sports betting, and a variety of dining and entertainment venues.

Prairie State Gaming is our licensed VGT route operator in Illinois across a network of over ~~423~~410 bar and/or retail gaming establishments in seven distinct geographic areas throughout Illinois.

River City Casino is located in the St. Louis, Missouri metropolitan area, just south of the confluence of the Mississippi River and the River des Peres in the south St. Louis community of Lemay, Missouri. River City Casino features a hotel, multiple dining outlets, an entertainment lounge, and over 10,000 square feet of conference space.

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Interactive Operations

PENN Interactive operates our online gaming portfolio which includes: (i) ~~ESPN~~theScore ~~BET~~Bet, an online sportsbook operating in select U.S. jurisdictions and Ontario, Canada; (ii) theScore Casino, a stand-alone iCasino website and app operating in Ontario, Canada; (iii) Hollywood Casino, an iCasino operating in select U.S. jurisdictions, including within the ~~ESPN~~theScore ~~BET~~Bet website and app and stand-alone Hollywood iCasino website and app; ~~(iii) theScore BET, an online sportsbook~~ and ~~iCasino operating in Ontario, Canada; and~~ (iv) PENN Game Studios, our in-house iCasino and social gaming content studio. ESPN BET, Hollywood Casino, and theScore BET leverage PENN’s proprietary, state-of-the-art player account management and online gaming platform. In addition, PENN Interactive also operates our digital sports media business, theScore Media and Gaming, Inc. (“theScore”). As of December 31, 2024, PENN Interactive operates online sportsbooks in 20 jurisdictions and iCasino in five jurisdictions throughout the U.S. and Canada.

~~Previously~~In addition, PENN Interactive’s ~~online~~also ~~gaming~~operates our digital sports media business, ~~included~~theScore ~~Barstool~~Media ~~Sportsbook~~and &Gaming, ~~Casino~~Inc. (“~~Barstool Sportsbook~~theScore”)~~, an online sportsbook and casino~~. OnAs ~~November~~of 14December 31, ~~2023~~2025, ~~the Barstool Sportsbook brand was discontinued with~~ PENN Interactive ~~re-launching~~operates ~~its~~online ~~U.S.~~sportsbooks ~~online~~in ~~sportsbook~~22 ~~product~~jurisdictions asand ~~ESPN~~iCasino ~~BET~~in ~~and~~five ~~its~~jurisdictions throughout the U.S. ~~iCasino~~and ~~product as Hollywood Casino~~Canada.

~~In addition~~Previously, PENN Interactive’s ~~supports~~online ~~operations~~gaming ~~for~~business ~~retail~~included ~~sportsbooks~~Barstool ~~across~~Sportsbook ~~the~~& ~~Company’s~~Casino ~~portfolio~~(“Barstool ~~of casinos~~Sportsbook”), ~~including,~~an asonline ofsportsbook ~~December 31,~~and ~~2024,~~iCasino. 30In ~~retail~~2023, ~~sportsbooks located at~~ the ~~Company’s~~Barstool ~~properties~~Sportsbook inbrand 13was ~~states.~~discontinued Asand ~~of January 2023,~~ PENN Interactive ~~also~~re-launched ~~began~~its ~~providing~~U.S. ~~retail~~online sportsbook ~~management~~product ~~services~~as toESPN ~~select~~BET ~~casino~~and ~~operators~~its ~~outside~~U.S. ~~our~~iCasino ~~Company’s~~product ~~portfolio~~as Hollywood Casino.

~~Further, through~~ PENN’s ~~portfolio~~exclusive ofright ~~properties~~to use the ESPN BET trademark for its OSB offerings in the U.S. ended on December 1, ~~PENN~~2025. ~~Interactive~~As ~~has~~a ~~entered~~result, ~~into~~we ~~multi-year~~have ~~agreements~~realigned ~~with~~our ~~other~~digital ~~gaming~~focus ~~operators~~to ~~for~~leverage ~~online~~the ~~sports~~strength ~~betting~~of ~~and~~our U.S. iCasino ~~market~~and ~~access~~Canadian inoperations, ~~several~~while ~~states.~~continuing ~~Pursuant~~to use OSB to ~~these~~drive ~~agreements,~~both asthe acquisition of customers with significant lifetime value and unique cross-sell opportunities across PENN’s retail and digital assets. On December 31 1, ~~2024~~2025, ~~such~~we ~~online~~rebranded ~~sports~~our ~~betting~~OSB ~~and~~offering ~~online~~in ~~casino~~the ~~operators~~U.S. to theScore Bet. We have ~~operations~~operated theScore Bet brand in ~~six~~Ontario ~~states~~since 2022, and our OSB product in both the U.S. and Canada now leverages connectivity with the theScore media app, which has approximately 4 million monthly active users across North America.

~~theScore~~ isIn aaddition, ~~sports~~PENN ~~media~~Interactive ~~company~~supports ~~that~~operations ~~provides~~for ~~comprehensive~~retail ~~coverage~~sportsbooks ofacross ~~sports~~the ~~through~~Company’s ~~its~~portfolio ~~various~~of ~~platforms~~casinos, including ~~theScore media app and theScore BET Sportsbook and Casino app. theScore media app delivers users highly-personalized live scores~~, ~~news,~~as ~~stats,~~of ~~and betting information from their favorite teams~~December 31, ~~leagues~~2025, ~~and~~33 ~~players.~~retail ~~Additionally,~~sportsbooks ~~theScore~~located ~~BET~~at ~~Sportsbook~~the ~~and Casino app delivers an immersive and holistic mobile sports betting and iCasino gaming experience, leveraging theScore~~Company’s ~~proprietary~~properties ~~player~~in ~~account~~14 ~~management and risk and trading platforms~~states. ~~theScore’s~~In ~~technology~~2023, ~~resources,~~PENN ~~and~~Interactive ~~audience~~also ~~reach~~began isproviding ~~used~~retail ~~to accelerate our media and sports betting strategy across North America and is the foundation for online~~ sportsbook ~~and~~management ~~iCasino~~services ~~products,~~to ~~such~~select ascasino ~~ESPN~~operators ~~BET~~outside ~~and~~our ~~theScore~~Company’s ~~BET~~portfolio.

~~Barstool. PENN Entertainment~~Further, ~~Inc.,~~ through ~~a wholly-owned subsidiary, held a 36% equity interest in Barstool. Under this strategic relationship, Barstool exclusively promoted the Company~~PENN’s ~~sports~~portfolio ~~betting~~of ~~and iCasino products, including the Barstool Sportsbook website and app, as well as our retail gaming and racing~~ properties, toPENN ~~its~~Interactive ~~national~~has ~~audience~~entered ~~and~~into ~~granted~~multi-year usagreements ~~the~~with ~~sole~~sports ~~right~~betting tooperators ~~utilize the Barstool brand~~ for ~~our~~OSB ~~online~~ and ~~retail sports betting and~~ iCasino ~~products.~~market Onaccess ~~February~~in ~~17,~~six ~~2023,~~states weas ~~completed the acquisition~~ of ~~all of the outstanding shares of common stock of Barstool not already owned by us for cash consideration of approximately $315.3~~December ~~million and the issuance of 2~~31,~~442,809~~ ~~shares of our common stock to certain former stockholders of Barstool~~2025. ~~Upon the completion of the Barstool Acquisition, Barstool became an indirect wholly owned subsidiary of PENN.~~

IntheScore ~~connection~~is ~~with~~a ~~PENN’s~~sports ~~decision~~media tocompany ~~rebrand~~that ~~our~~provides ~~online~~comprehensive coverage of sports ~~betting~~through ~~business~~its ~~from~~various ~~Barstool~~platforms including theScore media app, theScore Bet Sportsbook toand ~~ESPN~~Casino ~~BET~~app, weand ~~entered~~theScore ~~into~~Casino aapp. ~~stock~~theScore ~~purchase~~media ~~agreement~~app ~~with~~delivers ~~David~~users ~~Portnoy~~highly-personalized onlive ~~August 8~~scores, ~~2023~~news, ~~(the~~stats, ~~“Barstool~~and ~~SPA”)~~betting information from their favorite teams, leagues, and players. ~~Pursuant~~theScore toBet ~~the~~Sportsbook ~~Barstool~~and ~~SPA~~Casino app delivers an immersive and holistic mobile sports betting and iCasino gaming experience, ~~PENN~~leveraging ~~sold~~theScore’s ~~100%~~proprietary ofplayer ~~the~~account ~~outstanding~~management ~~shares~~and risk and trading platforms. Additionally, theScore Casino app offers a variety of ~~Barstool~~online slots, table games and live dealer content. theScore’s technology, resources, and audience reach is used to ~~David~~accelerate ~~Portnoy~~our inmedia ~~exchange~~and ~~for~~sports ~~nominal~~betting ~~cash~~strategy ~~consideration~~across North America and ~~certain~~is ~~non-compete~~the foundation for online sportsbook and ~~other~~iCasino ~~restrictive~~products, ~~covenants~~such as theScore Bet.

Barstool. PENN Entertainment, Inc., through a wholly-owned subsidiary, held a 36% equity interest in Barstool. Under this relationship, Barstool exclusively promoted the Company’s sports betting and iCasino products, including the Barstool Sportsbook website and app, as well as our retail gaming and racing properties, to its national audience and granted us the sole right to utilize the Barstool brand for our online and retail sports betting and iCasino products. On February 17, 2023, we completed the acquisition of all of the outstanding shares of common stock of Barstool not already owned by us for cash consideration of approximately $315.3 million and the issuance of 2,442,809 shares of our common stock to certain former stockholders of Barstool. Upon the completion of the Barstool Acquisition, Barstool became an indirect wholly owned subsidiary of PENN.

In connection with PENN’s decision to rebrand our OSB business from Barstool Sportsbook to ESPN BET, we entered into a stock purchase agreement with David Portnoy on August 8, 2023 (the “Barstool SPA”). Pursuant to the Barstool SPA, PENN sold 100% of the outstanding shares of Barstool to David Portnoy in exchange for nominal cash consideration and certain non-compete and other restrictive covenants.

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As described above, the following table summarizes PENN Interactive’s operations by jurisdiction as of December 31, 2025:

Jurisdiction Online Sportsbook iCasino Management of PENN Retail Sportsbook Market Access Partnership Arizona x Colorado x x Illinois x x Indiana x x x Iowa x x Kansas x x Kentucky x Louisiana x x x Maryland x x Massachusetts x x x Michigan x x x Mississippi x Missouri x x New Jersey x x New York x North Carolina x Ohio x x x Ontario x x Pennsylvania x x x x Tennessee x Virginia x Washington D.C. x West Virginia x x x x

Other

Freehold Raceway. Through our joint venture with Greenwood, we ~~own~~previously owned 50% of ~~Freehold~~a ~~Raceway.~~leased ~~The~~off-track ~~property~~wagering ~~features~~(“OTW”) afacility ~~one-half~~in ~~mile~~Toms ~~standardbred~~River, ~~racetrack~~New Jersey, and aoperated ~~118~~another OTW facility,~~000~~ ~~square~~which ~~foot~~we ~~grandstand~~constructed, in Gloucester Township, New Jersey. ~~Operations~~The ~~ceased~~OTW atfacility ~~Freehold~~in ~~Raceway~~Gloucester Township closed on December 2815, 2024. InOperations ~~addition,~~ceased ~~through~~at ~~our~~Freehold ~~Greenwood~~Raceway ~~joint~~on ~~venture~~December 28, we2024. ~~own~~The ~~50%~~Freehold ofRaceway aproperty ~~leased~~was ~~off-track~~sold ~~wagering~~on ~~(“OTW”)~~June ~~facility in Toms River~~10, ~~New~~2025. ~~Jersey,~~We ~~and~~currently ~~operate~~own ~~another~~10 ~~OTW~~acres ~~facility,~~of ~~which~~land ~~we constructed,~~ in ~~Gloucester~~Cherry ~~Township~~Hill, New Jersey.

Retama Park Racetrack. We have a management contract with Retama Development Corporation, a local government corporation of the City of Selma, Texas, to manage the day-to-day operations of Retama Park Racetrack. In addition, we own 1.0% of the equity of Retama Nominal Holder, LLC, which holds a nominal interest in the racing license used to operate Retama Park Racetrack. Additionally, we own a 75.5% interest in Pinnacle Retama Partners, LLC, which owns the contingent gaming rights that may arise if gaming under the existing racing license becomes legal in Texas in the future.

Sam Houston Race Park and Valley Race Park. Sam Houston Race Park, which is located 15 miles northwest from downtown Houston, Texas along Beltway 8, hosts thoroughbred racing and offers daily simulcast operations, as well as hosts various special events, private parties, and meetings throughout the year. Valley Race Park is a 91,000 square foot property that previously conducted greyhound racing and simulcasting. Valley Race Park has not been open since March 2020. We acquired the remaining 50% of these properties, as well as a license for a racetrack in Manor, Texas, just outside of Austin, on August 1, 2021.

Sanford-Orlando Kennel Club. The facility and parking lot area is owned by the Company and operates a restaurant and offers year-round simulcast operations.

Triple Net Leases

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

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trust (“REIT”), and include the AR PENN Master Lease, 2023 Master Lease, PENN Master Lease (prior to January 1, 2023), and Pinnacle Master Lease (as such terms are defined below and collectively referred to as the “Master Leases”). As of December 31, 2024, in addition to the Master Leases, three individual gaming facilities used in our operations are subject to individual triple net leases (together with the Master Leases, the “Triple Net Leases”). Under our Triple Net Leases, in addition to lease payments for the real estate assets, the Company is required to pay the following, among other things: (i) all facility maintenance; (ii) all insurance required in connection with the leased properties and the business conducted on the leased properties; (iii) taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor); (iv) all tenant capital improvements; and (v) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties.

~~The~~As ~~following~~noted ~~summaries~~above, the majority of the ~~Master~~real ~~Leases~~estate ~~are~~assets ~~qualified~~(i.e., land and buildings) used in ~~their~~our ~~entirety~~operations byare ~~reference~~subject to ~~either~~triple net master leases, the most significant of which are with GLPI, and include the AR PENN Master Lease, ~~the~~ 2023 Master Lease, ~~PENN~~and Pinnacle Master Lease (~~prior~~as such terms are defined below and collectively referred to ~~January~~as 1,the ~~2023~~“Master Leases”). As of December 31, or2025, in addition to the ~~Pinnacle~~Master Leases, three individual gaming facilities used in our operations are subject to triple net leases (together with the Master ~~Lease~~Leases, asthe ~~applicable~~“Triple Net Leases”). Under our Triple Net Leases, ~~all~~in ofaddition ~~which~~to ~~are~~lease ~~incorporated~~payments byfor ~~reference~~the real estate assets, the Company is required to pay the following, among other things: (i) all facility maintenance; (ii) all insurance required in connection with the ~~exhibits~~leased properties and the business conducted on the leased properties; (iii) taxes levied on or with respect to ~~this~~the ~~Annual~~leased ~~Report~~properties (other than taxes on ~~Form~~the ~~10-K~~income of the lessor); (iv) all tenant capital improvements; and (v) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties.

The following summaries of the Master Leases are qualified in their entirety by reference to either the AR PENN Master Lease, the 2023 Master Lease, or the Pinnacle Master Lease, as applicable, all of which are incorporated by reference in the exhibits to this Annual Report on Form 10-K.

AR PENN Master Lease

Prior to the effective date of the AR PENN Master Lease (as defined and discussed below), the Company leased real estate assets associated with 19 of the gaming facilities used in its operations via a triple net master lease with GLPI (the “PENN Master Lease”), which became effective November 1, 2013. The PENN Master Lease had an initial term of 15 years with four subsequent five-year renewal periods on the same terms and conditions, exercisable at the Company’s option.

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 after which the initial rent in the AR PENN Master Lease was reset to $284.1 million, consisting of $208.2 million of building base rent, $43.0 million of land base rent, and $32.9 million of percentage rent (as such terms are defined in the AR PENN Master Lease). The AR PENN Master Lease remains subject to annual rent escalators and a percentage rent reset every five years. 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 periods of five years each on the same terms and conditions, exercisable at the Company’s option. The AR PENN Master Lease along with the 2023 Master Lease (as defined and discussed below) are cross-defaulted, cross-collateralized, and coterminous, and subject to a parent guarantee. See Note 11, “Leases” in the notes to our Consolidated Financial Statements for further discussion.

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 terminated the individual triple net leases associated with Meadows and Perryville. The 2023 Master Lease incurs a 1.5% fixed escalator on November 1 of each year, and is also subject to a one-time increase of $1.4 million effective November 1, 2027. See Note 11, “Leases” in the notes to our Consolidated Financial Statements for further discussion.

Pinnacle Master Lease

In connection with the acquisition of Pinnacle Entertainment, Inc. (“Pinnacle”), 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. See Note 11, “Leases” in the notes to our Consolidated Financial Statements for further discussion.

Other triple net leases with REIT landlords

The Company has a triple net lease with GLPI for the land underlying the Hollywood Casino Morgantown property. Prior to the execution of the 2023 Master Lease, the Company also had triple net leases with GLPI for the real estate assets associated with the Meadows and Perryville properties. Prior to the sale of PENN’s outstanding equity interest in Tropicana Las Vegas Hotel and Casino, Inc. (“Tropicana”) on September 26, 2022, the Company had a triple net lease with GLPI for the real estate assets associated with the Tropicana property. See Note 11, “Leases” in the notes to our Consolidated Financial Statements for further discussion.

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~~The~~Other ~~Company has~~ triple net leases with ~~VICI~~REIT Properties, Inc. (NYSE: VICI) (“VICI”) for the real estate assets associated with the Margaritaville Resort Casino and Hollywood Casino at Greektown properties. See Note 11, “Leases” in the notes to our Consolidated Financial Statements for further discussion.landlords

The Company has a triple net lease with GLPI for the land underlying the Hollywood Casino Morgantown property. Additionally, on December 4, 2025, the Company entered into a triple net master lease with VICI Properties, Inc. (NYSE: VICI) (“VICI”) which amended and restated the individual triple net leases for the real estate assets associated with the Margaritaville Resort Casino (“Margaritaville”) and Hollywood Casino at Greektown (“Greektown”) properties into a single combined lease. See Note 11, “Leases” in the notes to our Consolidated Financial Statements for further discussion.

Trademarks

We own a number of trademarks and service marks registered or pending registration with the U.S. Patent and Trademark Office (“USPTO”), the Canadian Intellectual Property Office (“CIPO”), and/or other intellectual property organizations in the European Union, the United Kingdom, and other countries around the world, including but not limited to, “Ameristar®,” “Argosy®,” “Boomtown®,” “Hollywood Casino®,” “Hollywood Gaming®,” “L’Auberge®,” “M Resort®,” “PENN Entertainment®,” and “PENN Play®.” theScore’s registered trademarks and service marks include “theScore®,” “theScore Bet®,” “theScore CasinoTM” and “theScore esports®”, among others. We believe that our rights to our trademarks are well-established and have competitive value to our properties and businesses. We also have a number of trademark applications pending with the USPTO, CIPO, and the World Intellectual Property Organization.

Among others, we have a licensing agreement with a third-party to use the “Margaritaville” trademark in connection with the operations of Margaritaville in Bossier City, Louisiana. As of August 8, 2023, we have a licensing agreement with ESPN, Inc. to use the “ESPN BET” and related trademarks in connection with the operations of our online sports betting products within the United States.

Competition

The gaming, media, and entertainment industries are characterized by an increasingly high degree of competition among a large number of participants. We compete with a variety of gaming operations, including casinos and hotel casinos of varying quality and size, and other gaming options, such as state and province-sponsored internet lotteries, sweepstakes (including sweepstakes-based ~~online~~OSB ~~sports betting~~ and online casino), charitable gaming, video gaming terminals at bars, restaurants, taverns and truck stops, illegal slot machines and skill games, fantasy sports, historical horse racing gaming terminals, prediction markets and other event contracts related to sports or other future outcomes, such as ~~government~~political elections, and third-party internet or mobile-based gaming platforms, including both legal and illegal iCasino and sports betting operations. More generally, both our retail and interactive gaming operations face competition from all manner of leisure and entertainment activities, including shopping, athletic events, television and movies, concerts, and travel. Competition is discussed in further detail within “Item 1A. Risk Factors” of this Annual Report on Form 10-K and a discussion of the impact of competition on our results of operations, and cash flows is included within “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report on Form 10-K.

Seasonality

Our operations are subject to seasonality, including seasonality based on the weather in the region in which the properties operate and the travel habits of visitors. Business at our properties can also fluctuate due to specific holidays or other significant events, particularly when a holiday falls in a different quarter than the prior year, city-wide conventions, large sporting events or concerts, or visits by our premium players. We also believe that any seasonality, holiday, or other significant event may affect our various properties or regions differently. We may also experience seasonality with retail and ~~online~~OSB ~~sports betting~~ which coincides with certain sporting events, as well as seasons of professional sports teams. See “Item 1A. Risk Factors” of this Annual Report on Form 10-K for additional information.

Government Regulation and Gaming Issues

The gaming and racing industries are highly regulated, and we must maintain our licenses and pay gaming taxes to continue our operations. Our online gaming operations and each of our properties are subject to extensive regulation under the laws, rules, and regulations of the jurisdictions where we operate. These laws, rules, and regulations generally concern the responsibility, financial stability, and character of the owners, managers, and persons with financial interests in the gaming operations. Violations of laws or regulations in one jurisdiction could result in disciplinary action in other jurisdictions. For a more detailed description of the statutes and regulations to which we are subject, see Exhibit 99.1, “Description of Government Regulations” to this Annual Report on Form 10-K, which is incorporated herein by reference. Our businesses are subject to various international, federal, state, provincial, and local laws and regulations in addition to gaming regulations. These laws and regulations include, but are not limited to, restrictions and conditions concerning alcoholic beverages, environmental matters, employees, health care, currency transactions, taxation, zoning and building codes, data privacy, anti-money laundering, and marketing and advertising.

Our businesses are subject to various international, federal, state, provincial, and local laws and regulations in addition to gaming regulations. These laws and regulations include, but are not limited to, restrictions and conditions concerning alcoholic beverages, environmental matters, employees, health care, currency transactions, taxation, zoning and building codes, data privacy, anti-money laundering, and marketing and advertising. Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could be enacted. Material changes, new laws or regulations, or material

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Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could be enacted. Material changes, new laws or regulations, or material differences in interpretations by courts or governmental authorities could adversely affect our financial condition, results of operations, and cash flows.

Employees and Human Capital Resources

The Company’s ~~key~~ human capital ~~management~~strategy ~~objective~~ is tofocused ~~attract~~on attracting, ~~retain~~developing, engaging, and ~~develop~~retaining high-quality talent ~~with~~to ~~different~~support ~~perspectives~~our operating priorities. Our commitment to an equal- opportunity and respectful workplace, inwhere ~~which~~team ~~everyone~~members ~~feels~~feel valued, respected, and supported, is aan important factor ~~driving~~in our success. Our ~~talent and development~~ programs are designed to ~~develop,~~strengthen ~~support and maintain talent~~ succession pipelines ~~in preparation~~ for key roles and leadership positions; recognize, ~~reward~~ and support ~~our~~ team members through competitive pay and ~~wellness programs~~benefits; ~~enhance~~promote ~~the~~community ~~Company’s~~engagement ~~philanthropic~~through ~~culture~~our byphilanthropic ~~encouraging participation and championing programs in the communities in which we work and live~~efforts; and invest in technology and resources tothat ~~provide~~help ~~our~~ team members ~~with the most efficient tools to~~ perform their jobs efficiently.

~~Some~~As of ~~the~~December 31, ~~key~~2025, ~~programs~~we had approximately 23,441 full-time and ~~initiatives~~part-time ~~developed~~employees. toWe ~~attract~~had 35 collective bargaining agreements covering approximately 4,286 ~~develop~~active union employees, ~~engage~~of which 15 are scheduled to expire in 2026. Although we believe we have strong employee relations, ~~and~~there ~~retain~~can ~~high-quality~~be ~~talent~~no ~~include:~~assurance that we will be able to extend or enter into replacement agreements, or that any such agreements will be on terms comparable to existing agreements.

~~•Talent~~Through ~~review~~the ~~cycles~~efforts ~~for~~of ~~all~~our ~~salaried~~corporate, ~~team~~interactive, ~~members~~and ~~(executives~~retail property leadership teams, ~~leaders~~and our charitable foundation, we continued, launched and/or ~~individual~~expanded ~~contributors)~~several ~~designed~~initiatives in 2025 intended to ~~identify~~support ~~high-potential~~our ~~talent~~team ~~for~~members ~~promotions,~~and ~~stretch~~their ~~opportunities,~~families and tostrengthen ~~match~~the ~~them~~communities ~~with~~in ~~development~~which ~~opportunities;~~we operate.

~~•Offered~~Key anprograms ~~intern~~and ~~program~~initiatives ~~called Leadership Excellence at PENN (“LEAP”), which received a “Top 100 Internship Award” in 2024;~~include:

•~~Facilitated~~Talent ~~two~~development ~~cycles~~and ofsuccession ~~our~~planning. ~~Emerging~~We ~~Leader~~conduct ~~Program~~regular intalent ~~2024,~~review ~~which~~cycles isfor ~~designed~~salaried ~~for~~team ~~hourly~~members ~~and~~to ~~salaried~~identify ~~individuals~~high-potential ~~who~~talent ~~seek~~for ~~advancement~~promotions ~~into~~and ~~leadership~~stretch ~~roles,~~opportunities ~~with~~and ~~over~~to ~~200~~align ~~participants~~team ~~throughout~~members ~~2024;~~with development plans.

•~~Offer~~Leadership and skills development. We continued to provide leadership ~~academy~~training ~~courses:~~and ~~(1)~~functional ~~the~~development ~~Early~~through ~~Career~~various ~~Leadership~~programs ~~Academy~~designed for ~~individuals~~hourly ~~with~~and ~~0-2~~salaried ~~years~~team ofmembers ~~leadership~~who ~~experience;~~seek ~~and~~advancement ~~(2)~~into ~~the~~leadership ~~Mid-Career~~roles. ~~Leadership~~We ~~Academy~~also ~~(for~~support ~~individuals~~leader ~~with~~readiness 3+through ~~years~~self-paced oflearning ~~leadership~~platforms ~~experience).~~and ~~Each~~an enterprise e-course ~~was~~for ~~offered~~people ~~twice~~leaders, awith ~~year~~additional intraining ~~2024~~planned for 2026.

•~~The~~Mentoring ~~PENN~~and ~~Cohort~~inclusion. ~~Program~~We ~~was~~continue ~~newly~~to ~~implemented~~scale inour ~~2024,~~development ~~and~~opportunities ~~specifically~~through ~~designed~~programs ~~for~~that ~~team~~provide ~~members~~development ~~aiming~~and tonetworking ~~enhance~~opportunities ~~their~~to ~~functional~~team ~~expertise~~members oracross ~~prepare~~the ~~for~~organization. ~~potential~~These ~~career~~efforts ~~transitions~~are ~~within~~supported ~~PENN,~~by ~~focusing~~enterprise onlearning ~~the~~resources ~~Gaming,~~such ~~Hospitality,~~as ~~Human~~PENN ~~Resources,~~Ed and ~~Finance~~Learning ~~sectors of our business;~~Central.

•~~Expanded~~Engagement, ~~the~~recognition, ~~PENN~~and ~~Mentorship~~culture. ~~Program~~We reinforce engagement and performance through enterprise recognition and communication platforms, which ~~matches~~support ~~team~~cross-property ~~members~~connection ~~across~~and ~~the~~collaboration. ~~Company~~We ~~based~~also onprovide ~~areas~~internal ofcommunications ~~growth~~to share timely updates and ~~interest;~~stories across the organization.

•~~Launched~~Service ~~PENN-Ovation,~~excellence ~~the first innovation challenge/competition, to foster a culture of intrapreneurship~~ and ~~connect~~brand aalignment. ~~network~~We ofinvest ~~creative~~in ~~thinkers~~training ~~across~~to ~~the~~support ~~organization.~~guest ~~Over~~service aand ~~period~~operating ~~of six months~~standards, ~~teams~~including ~~from~~our ~~varying~~partnership ~~departments~~with ~~and~~service ~~locations~~culture ~~collaborated~~experts, to ~~generate,~~develop ~~refine,~~ and ~~pilot~~implement ~~innovative~~a ~~solutions~~guest toservice ~~some~~model ofaligned ~~our~~with ~~most~~the ~~pressing~~Hollywood ~~business~~Casino ~~challenges~~rebrand.

•~~PENN-Ed~~Onboarding aand ~~dynamic~~support ~~SharePoint~~for ~~site~~leaders. ~~designed~~We aslaunched a ~~one-stop~~structured ~~(development)~~onboarding ~~shop.~~experience ~~The~~for ~~site features~~ new ~~quarterly~~people ~~topics~~leaders, ~~presented~~including in a ~~variety~~centralized ofSharePoint ~~formats~~resource ~~including book clubs, podcasts, articles, TedTalks,~~ and ~~in-person~~a ortoolkit ~~virtual~~intended ~~training sessions. All executives have access~~ to ~~the~~support ~~site~~consistent ~~and~~leadership ~~can find in-depth information on our flagship programs, as well as Learning Central, a catalog of online self-paced development opportunities~~practices.

•~~Revamped~~Innovation and ~~reintroduced~~continuous ~~the~~improvement. ~~Leadership~~We ~~Foundations~~encourage ~~Express~~cross-functional ~~program~~innovation through PENN-Ovation, ~~providing~~our ainternal ~~mix~~innovation ofchallenge, ~~self-paced~~supported by executive coaches and ~~in-person~~senior ~~training~~executive ~~for~~sponsorship. ~~first-time~~In ~~leaders~~2025 ~~and~~we ~~those~~expanded ~~new~~SmartDollar, toa financial wellness program introduced by a 2024 PENN.-Ovation team, designed to help team members increase savings and eliminate personal debt.

•~~Continued~~Community toand ~~facilitate~~purpose. We support educational access through initiatives such as our ~~AwardCo~~PENN ~~Recognition~~Scholarship ~~Program~~Fund for the children of our team members. Additionally, we partner with universities/colleges to provide scholarships for STEM students and ~~Property~~Veterans ~~Engagement~~in ~~Committees~~the states where we operate.

~~Through~~•Talent ~~the~~pipelines ~~dedicated~~and ~~efforts~~mobility. ofWe ~~our~~build ~~corporate,~~early-career ~~interactive,~~pipelines ~~and~~through ~~property leadership teams~~LEAP, ~~and~~ our ~~charitable~~internship ~~foundation,~~program. weWe ~~launched~~also oremphasize ~~expanded~~internal amobility, ~~number~~including offilling ~~initiatives~~the inmajority ~~2024~~of ~~focused~~open onexecutive ~~improving~~positions at the ~~lives~~property oflevel ~~our~~in ~~team~~2025 ~~members,~~with ~~their~~internal ~~families,~~candidates ~~and~~or ~~those~~returning inteam ~~need in our communities~~members.

~~Highlights~~•Veteran ~~from~~pathways. ~~last~~We ~~year’s~~received ~~efforts~~approval ~~include~~from the ~~expansion~~Department of ~~our~~Defense ~~$4.0~~to ~~million~~offer ~~STEM~~a ~~Scholarship~~SkillBridge ~~Fund~~program ~~and~~(PENN ~~internship~~Fellowship) ~~program.~~for ~~Our~~transitioning ~~commitment~~service ~~continued~~members into ~~2024,~~gain ~~and~~hands-on weexperience ~~dedicated~~during ~~more~~their ~~than~~final ~~$4.0~~180 ~~million~~days toof ~~fund~~service. ~~STEM~~We ~~scholarships~~welcomed inour ~~states~~first ~~where~~Fellow wein ~~operate~~2025, asand ~~well~~additional asFellows ~~creating~~are ~~internship~~expected ~~opportunities~~to atbegin in the ~~Company.~~first Inquarter ~~2024,~~of ~~we also welcomed 24 new LEAP interns~~2026.

In addition, we scaled our mentorship program after launching a pilot with over 200 team members in October 2023. Participants self-selected into the program and were located across the Company at varying levels and functional areas. Throughout 2024, over 400 team members were enrolled in the program with 295 established partnerships, logging over 2,300 hours of time spent in mentoring activities. Additionally, 88% of open executive positions were filled by internal candidates throughout 2024.

As of December 31, 2024, we had approximately 23,118 full-time and part-time employees. We had 36 collective bargaining agreements covering approximately 4,110 active employees. Three collective bargaining agreements are scheduled

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to expire in 2025. Although we believe that we have good employee relations, there can be no assurance that we will be able to extend or enter into replacement agreements. If we are able to extend or enter into replacement agreements, there can be no assurance as to whether the terms will be on comparable terms to the existing agreements.

Available Information

We maintain a website at www.pennentertainment.com that includes more information about us. The contents of our website are not part of this Annual Report on Form 10-K. Our electronic filings with the U.S. Securities and Exchange Commission (“SEC”) (including all Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, and any amendments to these reports), including the exhibits, are available free of charge through our website as soon as reasonably practicable after we electronically file them with, or furnish them to, the SEC. Our filings are also available through a database maintained by the SEC at www.sec.gov.

From time to time we may use our website as a means of disclosing material nonpublic information. We also may use social media channels to communicate with investors and the public about our business, products and other matters, and those communications could be deemed to include material information. Therefore, we encourage investors, the media and others interested in the Company to monitor and review the information we make available on our website.

ITEM 1A.RISK FACTORS

Our business is subject to risks and uncertainties. You should consider carefully, among other things, the risks described below, together with the other information in this report, before making an investment decision with respect to our securities. The occurrence of any of the following risks, or additional risks and uncertainties not presently known to us, could materially and adversely affect our business, financial condition, and results of operations.

Summary of Risk Factors

The following is a summary of the principal risks that could adversely affect our business, financial condition, and results of operations. This summary should not be considered a substitute for the detailed risk factors described below.

Risks Related to Our Business, Industry and Market Conditions

•The gaming, media, and entertainment industries are highly competitive, and we expect competition to continue to intensify, including as a result of growing competition from new forms of gaming such as prediction markets.

•Our business is sensitive to reductions in discretionary consumer spending, which may be adversely impacted by downturns in the economy and other factors outside of our control.

•~~Intense~~Our ~~competition~~results ~~exists~~of inoperations ~~the~~fluctuate ~~gaming,~~due ~~media,~~to seasonality and ~~entertainment~~other ~~industries~~factors, ~~and~~which wecould ~~expect~~make ~~competition~~our tofuture ~~continue~~operating results difficult to ~~intensify~~predict.

•~~Our~~Participation ~~results~~in ofthe ~~operations~~sports ~~may~~betting ~~fluctuate~~industry ~~due~~exposes us to ~~seasonality~~trading, ~~and~~liability ~~other factors~~management, ~~which~~and ~~could~~pricing ~~make our future operating results difficult to predict~~risk.

•Shareholder activists have, and could in the future, cause a disruption to, or have an adverse effect on our business.

Risks Related to Our Operations

•We ~~have certain retail properties that~~ generate a significant percentage of our revenues from certain geographic regions and our ability to meet our operating and debt service requirements is dependent, in part, upon the continued success of these ~~properties~~regions.

•A significant portion of our cash flow from operations is used to make interest payments and rent payments under our debt and lease agreements.

•We may require additional capital to support our growth plans, and such capital may not be available on terms acceptable to us, if at all.

•~~Most~~There ofcan ~~our~~be ~~facilities~~no ~~are~~assurance ~~leased~~that we will be able to compete effectively or generate sufficient returns from our OSB and ~~could~~iCasino ~~experience~~operations, ~~risks~~including ~~associated~~theScore ~~with~~Bet ~~leased~~and ~~property~~Hollywood iCasino.

•WeThe ~~are~~success, ~~subject~~including towin ~~risks~~or ~~and~~hold ~~costs~~rates, ~~related~~of toexisting ~~climate~~or ~~change~~future ~~regulations~~retail, sports betting, and ~~greenhouse~~iCasino ~~gas~~products ~~effects~~depends on a variety of factors, including factors beyond our control.

•Investors’ and other stakeholders’ expectations of our performance relating to environmental, social, and governance factors may impose additional costs and expose us to new risks.

•Our operations in several jurisdictions depend on management agreements and/or leases with third parties and local governments that may not be renewed.

•There can be no assurance that we will be able to compete effectively or generate sufficient returns on our recently expanded sports betting and iCasino operations, including ESPN BET.

•Our operations and their success are largely dependent on the skill and experience of management and key personnel, and our ability to attract and retain talented team members.

•We face risks related to collective bargaining activity and strikes.

•We face the risk of fraud, theft, and cheating.

•We are subject to risks associated with leased property, as most of our facilities are leased.

•Our operations in several jurisdictions depend on development agreements, management agreements and/or leases with third parties and local governments that may not be renewed or the terms of a renewal may require significant fees or capital expenditure commitments.

•We rely on third parties to provide services that are essential to the operation of our OSB and iCasino business, including geolocation, identity and age verification, payment processing, and sports data.

•The termination of our partnership with ESPN could negatively impact our business, reputation, financial condition, and results of operations.

•The success of our business is largely dependent on the skill and experience of management and key personnel, and our ability to attract and retain talented team members.

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•We face risks related to collective bargaining activity and strikes.

•We may be unable to protect or may not be successful in protecting our intellectual property rights.

•Our commercial success depends upon us avoiding the infringement of intellectual property rights owned by others.

•Our technology contains third-party open source software components.

•We may face disruption and other difficulties in integrating and managing acquired operations or other initiatives we have recently acquired, may develop, or may acquire in the future.

•We ~~lease~~operate facilities that are located in areas that experience extreme weather conditions, which may increase in frequency and severity as a result of climate change.

•We rely on third parties to provide services that are essential to the operation of our online sports betting and iCasino business, including geolocation, identity and age verification, payment processing, and sports data.

•Our growth and success depend, in part, on the success of our strategic relationships with third parties.

•WeThe ~~are~~growth ~~reliant~~of on our ~~partnership~~Interactive ~~with~~segment ~~ESPN,~~will ~~and~~depend on our ~~failure~~ability to ~~maintain~~attract ~~that~~and ~~relationship~~retain ~~could~~users, ~~negatively~~which ~~impact~~may require investments in our ~~business~~online offerings, ~~reputation~~technology, and strategic ~~goals~~marketing initiatives.

•~~The~~We ~~growth~~follow the sports betting industry practice of ~~our~~restricting ~~Interactive~~and ~~segment~~managing ~~will~~betting ~~depend~~limits onat ~~our~~the ~~ability~~individual tocustomer ~~attract~~level, ~~and~~with ~~retain~~limits ~~users~~determined ~~and~~by ~~investments~~customer inprofiles ~~our~~and ~~online~~acceptable ~~offerings,~~enterprise ~~technology~~risk; however, ~~and~~there ~~strategic~~is ~~marketing~~no ~~initiatives~~guarantee that gaming regulatory authorities will continue to allow operators to follow such practices.

•Participation in the sports betting industry exposes us to trading, liability management, and pricing risk.

•We follow the sports betting industry practice of restricting and managing betting limits at the individual customer level, with limits determined by customer profiles and acceptable enterprise risk; however, there is no guarantee that gaming regulatory authorities will continue to allow operators such as us to follow such practices.

•We extend credit to a portion of our customers who wager at our retail properties, and we may not be able to collect gaming receivables from our credit customers.

•~~The~~We ~~success,~~face ~~including~~a ~~win~~number orof ~~hold~~challenges ~~rates,~~prior ofto ~~existing~~opening new or ~~future~~upgraded ~~retail~~gaming properties, ~~sports~~launching ~~betting,~~iCasino and ~~iCasino~~sports ~~products~~betting ~~depends~~in onnew ajurisdictions, ~~variety~~or oflaunching ~~factors,~~new ~~including~~iCasino ~~factors~~or ~~beyond~~sports ~~our~~betting ~~control~~offerings.

•We face a number of challenges prior to opening new or upgraded gaming properties, launching iCasinos and sports betting in new jurisdictions, or launching new iCasino or sports betting offerings.

Risks Related to our Information Systems and Technology

•If our third-party mobile application distribution platforms or service providers do not perform adequately or terminate their relationships with us, our costs may increase.

•If internet and other technology-based service providers experience service interruptions, our ability to conduct our business may be impaired.

•We rely on third party cloud infrastructure services to deliver our offerings to users, and we have experienced, and expect in the future to experience, service interruptions, delays, and outages.

•Our information technology and other systems are subject to cybersecurity risk, including misappropriation of employee information, customer information or other breaches of information security.

Legal and Regulatory Risk Factors

•From time to time we may become involved in legal proceedings, and no assurance can be provided as to the outcome of these matters.

•We face extensive regulation from gaming regulatory authorities.

•We are subject to certain federal, state, provincial and other regulations.

•From time to time we may become involved in legal proceedings, and no assurance can be provided as to the outcome of these matters.

•State and local smoking restrictions have and may continue to negatively affect our business.

•Changes to consumer privacy laws could adversely affect our ability to market our products effectively and may require us to change our business practices or expend significant amounts on compliance with such laws.

•We are subject to environmental laws and potential exposure to environmental liabilities.

•We may experience material increases to our taxes or the adoption of new taxes or the authorization of new or increased forms of gaming.

•We are subject to environmental laws and potential exposure to environmental liabilities.

•We are subject to risks and costs related to climate change regulations.

Risks Related to Our Information Systems and Technology

•If our third-party mobile application distribution platforms or service providers do not perform adequately or terminate their relationships with us, our business may be disrupted or our costs may increase.

•If internet and other technology-based service providers experience service interruptions, our ability to conduct our business may be impaired.

•We rely on third party cloud infrastructure services to deliver our offerings to users, and we have experienced, and expect in the future to experience, service interruptions, delays, and outages.

•Our information technology and other systems are subject to cybersecurity risk, including misappropriation of employee information, customer information or other breaches of information security.

•We have begun using artificial intelligence, machine learning, data science and similar technologies in our business, and challenges with properly managing such technologies could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations.

Risks Related to Our Business, Industry, and Market Conditions

~~Our~~The ~~business~~gaming, ismedia, ~~sensitive~~and toentertainment ~~reductions~~industries inare ~~discretionary~~highly ~~consumer spending~~competitive, ~~which~~and ~~may~~we beexpect ~~adversely~~competition ~~impacted~~to bycontinue ~~downturns~~to inintensify, ~~the~~including ~~economy~~as ~~and~~a ~~other~~result ~~factors~~of ~~outside~~growing competition from new forms of ~~our~~gaming ~~control~~such as prediction markets.

~~Our~~The ~~business~~gaming, ismedia, ~~particularly~~and ~~sensitive~~entertainment toindustries ~~downturns~~are incharacterized ~~the~~by ~~economy~~an ~~and~~increasingly ~~the~~high ~~associated~~degree ~~impact~~of oncompetition ~~discretionary~~among ~~spending~~a onlarge ~~leisure~~number ~~activities~~of participants. AsWe compete with a ~~regional~~variety ~~operator~~of gaming operations, ~~our~~including ~~in-person~~casinos ~~customers~~and ~~are~~hotel ~~predominately~~casinos ~~local~~of varying quality and size, soand weother ~~compete~~gaming ~~for~~options, ~~more~~such ~~day~~as state and province-~~to-day~~sponsored ~~discretionary~~internet ~~spending~~lotteries, assweepstakes ~~compared~~(including ~~with~~sweepstakes-based ~~destination~~OSB ~~spending.~~and ~~Decreases~~online incasino), ~~discretionary~~charitable ~~consumer~~gaming, ~~spending~~video orgaming ~~changes~~terminals inat ~~consumer~~bars, ~~preferences~~restaurants, ~~including~~taverns asand atruck ~~result~~stops, ofillegal ~~perceived~~slot ormachines ~~actual~~and ~~adverse~~skill ~~economic~~games, ~~conditions~~fantasy orsports, ~~inflation~~historical horse racing gaming terminals, ~~changes~~prediction inmarkets ~~interest~~and other event contracts related to sports or ~~unemployment~~other ~~rates~~future outcomes, ~~tight~~such ~~credit~~as ~~conditions~~political elections, ~~increased~~and ~~housing,~~third-party ~~energy~~internet or mobile-based gaming platforms, ~~food~~including both legal and ~~travel~~illegal ~~costs,~~iCasino ~~global~~and ~~hostilities,~~sports ~~trade~~betting operations.

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~~disputes,~~More ~~including the imposition of new or increased tariffs~~generally, ~~political~~both orour ~~social~~retail ~~unrest,~~and ~~widespread~~interactive ~~illnesses,~~gaming oroperations ~~other~~face ~~factors~~competition ~~beyond~~from ~~our~~all ~~control,~~manner ~~could~~of ~~adversely~~leisure ~~affect the gaming~~ and entertainment ~~industries~~activities, ~~and~~including ~~demand~~shopping, ~~for~~athletic ~~our products and amenities~~events, ~~which~~television ~~could materially~~ and ~~adversely affect our business~~movies, ~~financial condition~~concerts, and ~~results of operations~~travel.

~~For~~We ~~example~~and our competitors have invested in expanding existing facilities, ~~the~~developing ~~COVID-19~~new ~~pandemic~~facilities, ~~caused~~and acquiring established facilities in existing markets. We expect this significant ~~disruptions~~competition to ~~our~~continue, ~~ability~~which tomay ~~generate~~require ~~revenues,~~us ~~profitability,~~to ~~and~~undertake ~~cash~~additional ~~flows~~substantial ~~and~~capital ~~had~~expenditures ato ~~material~~maintain ~~adverse~~and ~~impact~~enhance onthe ~~our~~competitive ~~business,~~positioning ~~financial~~of ~~condition,~~our properties and ~~results~~the attractiveness of ~~operations~~our facilities. ~~Although~~There ~~our~~can ~~properties~~be ~~are~~no ~~currently~~assurance ~~open,~~that ~~any~~we ~~future~~will ~~disruptions,~~have ~~pandemics~~sufficient funds, or ~~significant~~be ~~negative~~able ~~economic~~to ~~trends~~obtain sufficient financing, ~~may~~to ~~adversely~~undertake ~~impact~~such ~~our~~expenditures ~~business,~~or ~~financial~~that ~~condition~~we will realize an adequate return on such expenditures. If we are unable to make such expenditures, ~~and~~our ~~results~~competitive ofposition ~~operations~~could be materially adversely affected.

~~Intense~~Similarly, there is significant competition ~~exists~~among iCasino and OSB providers, and certain competitors have achieved meaningful economies of scale. This scale could result in ~~the~~competitors ~~gaming~~with increased financial resources and more efficient cost structures, ~~media~~which may enable them to offer more competitive products, gain a larger market share, expand offerings, adopt aggressive pricing or promotional policies, and ~~entertainment~~broaden ~~industries~~their geographic scope of operations. In addition, iCasino and weonline ~~expect~~sports betting providers face growing competition from prediction markets. The regulatory and legal frameworks applicable to ~~continue~~prediction markets are complex, evolving and may involve overlapping federal and state oversight, and we are continuing to ~~intensify~~monitor developments in this area. If our offerings are not competitive, including as a result of our competitors adopting or developing new technologies, such as using artificial intelligence to enhance their product offerings and marketing efforts, or innovative products more quickly or successfully than us, our Interactive segment’s business, financial condition, and results of operations could suffer.

~~The~~Our ~~gaming,~~business ~~media,~~is ~~and~~sensitive ~~entertainment~~to ~~industries~~reductions ~~are~~in ~~characterized~~discretionary byconsumer ~~an increasingly high degree of competition among a large number of participants. We compete with a variety of gaming operations~~spending, ~~including~~which ~~casinos~~may ~~and~~be ~~hotel~~adversely ~~casinos~~impacted ofby ~~varying~~downturns ~~quality~~in ~~and~~the ~~size,~~economy and other ~~gaming~~factors ~~options,~~outside ~~such~~of as state and province-sponsored internet lotteries, sweepstakes (including sweepstakes-based online sports betting and online casino), charitable gaming, video gaming terminals at bars, restaurants, taverns and truck stops, illegal slot machines and skill games, fantasy sports, event contracts related to sports or other outcomes, such as government elections, and third-party internet or mobile-based gaming platforms, including both legal and illegal iCasino and sports betting operations. More generally, both our ~~retail and interactive gaming operations face competition from all manner of leisure and entertainment activities, including shopping, athletic events, television and movies, concerts, and travel~~control.

WeOur ~~and~~business ~~our~~is ~~competitors~~particularly ~~have~~sensitive ~~invested~~to downturns in ~~expanding~~the ~~existing~~economy ~~facilities,~~and ~~developing~~the ~~new~~associated ~~facilities,~~impact ~~and~~on ~~acquiring~~discretionary ~~established~~spending ~~facilities~~on inleisure ~~existing markets~~activities. WeAs ~~expect~~a ~~this~~regional ~~intense~~operator, ~~competition~~our toin-person ~~continue~~customers are predominately local, ~~which~~so ~~may~~we ~~require~~compete usfor more day-to-day ~~undertake~~discretionary ~~additional~~spending ~~substantial~~as ~~capital~~compared ~~expenditures~~with todestination ~~maintain~~spending. ~~and~~Decreases ~~enhance~~in ~~the~~discretionary ~~competitive~~consumer ~~positions~~spending ofor ~~our~~changes ~~properties~~in ~~and~~consumer ~~the~~preferences, ~~attractiveness~~including as a result of ~~our~~perceived ~~facilities.~~or ~~There~~actual ~~can~~adverse beeconomic noconditions ~~assurance~~or ~~that~~inflation, wechanges ~~will~~in ~~have~~interest ~~sufficient~~or ~~funds~~unemployment rates, orgovernment beshutdowns, ~~able~~tight tocredit ~~obtain~~conditions, ~~sufficient~~increased ~~financing~~housing, toenergy, ~~undertake~~food ~~such~~and ~~expenditures.~~travel Ifcosts, weglobal ~~are~~hostilities, ~~unable~~trade todisputes, ~~make~~including ~~such~~the ~~expenditures~~imposition of new or increased tariffs, ~~our~~political ~~competitive~~or ~~position~~social unrest, widespread illnesses, or other factors beyond our control, could beadversely affect the gaming and entertainment industries and demand for our products and amenities, which could materially and adversely ~~affected~~affect our business, financial condition, and results of operations.

~~Similarly~~For example, ~~there~~the isU.S. ~~intense~~has ~~competition~~recently ~~among~~announced ~~iCasino~~certain ~~and online sports betting providers~~changes, and ~~there~~ has ~~been~~proposed ~~considerable~~additional ~~consolidation~~changes, ~~among competitors~~ in ~~the~~trade ~~interactive~~policies, ~~gaming~~including ~~sectors.~~imposing ~~This~~significant ~~intense~~tariffs ~~competition~~on ~~and~~imports ~~consolidation~~from ~~could~~other ~~result~~countries. inThese ~~the~~actions ~~formation~~have ofresulted, ~~larger competitors with increased financial resources~~ and ~~altered~~are ~~cost~~expected ~~structures, which may enable them~~ to ~~offer~~further ~~more~~result, ~~competitive~~in ~~products,~~responsive ~~gain~~actions aby ~~larger~~impacted ~~market~~countries. ~~share,~~There ~~expand~~continues ~~offerings,~~to ~~adopt~~be ~~aggressive~~significant ~~pricing~~uncertainty orregarding ~~promotional~~the ~~policies,~~extent and ~~broaden~~duration ~~their geographic scope~~ of ~~operations.~~the Iftariffs, weand ~~are~~any ~~not~~resulting ~~able~~economic todownturns ~~maintain~~ or ~~improve our~~ market ~~share,~~volatility ormay ifadversely ~~our~~impact ~~offerings do not continue to be popular,~~ our ~~Interactive segment’s~~ business, financial condition, and results of operations ~~could suffer~~.

Our results of operations ~~may~~ fluctuate due to seasonality and other factors, which could make our future operating results difficult to predict.

Our online sportsbook, retail sportsbook, and core retail business operations ~~may~~ fluctuate due to seasonal trends and other factors. For example, ~~a majority of our current sports betting revenue occurs in the fourth quarter, and~~ we have experienced sports betting ~~revenue~~volume decreases during applicable off-seasons and increases during significant sporting events. In addition, the performance of certain individual athletes or teams may significantly impact our financial performance. Our retail gaming operations are also subject to seasonality, including seasonality based on the weather in the markets in which they operate, specific holidays, or other significant events.

The operations of our properties are subject to disruptions or reduced patronage, including as a result of severe weather conditions, natural disasters, acts or threats of terrorism, concerns about widespread illnesses, and other significant events. The closings of, or reduced visitation volumes at, our properties due to such events have in the past and may in the future result in lost profits, and there can be no assurances that we will be fully or promptly compensated by our business interruption insurance coverage, if at all. Also, the costs of insurance against these types of events has increased in recent years. In addition, the occurrence of such an event may adversely impact general economic or other conditions in the areas in which our properties are located or from which they draw their patrons, and our business, financial condition, and results of operations could be materially adversely affected.

~~Shareholder~~Further, ~~activists~~a ~~could~~customer’s ~~cause~~skill, aexperience, ~~disruption~~and tobehavior, the mix of games played, the financial resources of customers, the volume of bets placed and the amount of time spent playing may also impact our ~~business~~financial performance.

We have been subject to shareholder activism and may be subject to such activism in the future. For example, in January 2025, HG Vora Capital Management, LLC notified our Board of Directors that it has nominated three director candidates to stand for election at the Company’s upcoming annual meeting of shareholders. In addition, in May 2024, the Board of Directors received a letter from The Donerail Group LP advocating for, among other things, changes to the Company's corporate strategy.

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~~Shareholder~~Participation ~~activism pursued against the Company could give rise to or result~~ in, among other things: (a) increased costs, including expenses of third-party advisors, insurance, administrative expenses and other associated costs; (b) perceived uncertainties as to our future direction, which could result in reputational harm and the ~~loss~~sports ofbetting ~~potential~~industry ~~business~~exposes ~~opportunities~~us ~~and could make it more difficult~~ to ~~attract~~trading, ~~retain,~~liability or motivate qualified personnel, and strain relationships with investors, customers, suppliers, and business partners; (c) reduction or delay in our ability to effectively and timely execute our current business strategy and to implement new strategies; (d) diversion of the attention of our Board of Directors and management team; and (e) fluctuations in the Company’s stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business. Any such shareholder activism could have an adverse effect on our business, ~~financial condition,~~ and ~~results~~pricing ~~of operations~~risk.

~~Risks~~Our ~~Related~~fixed-odds betting products involve betting where winnings are paid on the basis of the stake placed and the odds quoted. Odds are determined with the objective of providing an average return to us over a large number of events. However, there can be significant variation in gross win percentage on an event-by-event and day-by-day basis. We have systems and controls that seek to reduce the risk of daily losses occurring on a gross-win basis, but there can be no assurance that these will be effective in reducing our ~~Operations~~exposure, and consequently our exposure to this risk in the future, including because such risk is impacted by factors that are beyond our control, such as a customer’s skill, experience, and behavior, the mix of games played, the financial resources of customers, the volume of bets placed and the amount of time spent playing. As a result, in the short term, there is less certainty of generating a positive gross win, and we may experience (and we have from time to time experienced) significant losses with respect to individual events or betting outcomes, in particular if large individual bets are placed on an event or betting outcome or series of events or betting outcomes. Odds compilers and risk managers are capable of human error, thus even though a number of betting products are subject to capped pay-outs, significant volatility can occur. In addition, it is possible that there may be such a high volume of trading during any particular period that even automated systems would be unable to address and eradicate all risks. Any significant losses on a gross-win basis could have a material adverse effect on our business, financial condition, and results of operations. In addition, if a jurisdiction where we hold or wish to apply for a license imposes a high handle tax on betting (as opposed to a gross-win or revenue tax), such action would adversely impact profitability, particularly with high value/low margin bets, and likewise have a material adverse effect on our business.

WeShareholder ~~generate~~activists ahave, ~~material~~and ~~percentage~~could ofin ~~our~~the ~~revenues~~future, ~~from~~cause ~~certain~~a ~~geographic~~disruption ~~regions and our ability~~ to, ~~meet~~or ~~our~~have ~~operating~~an ~~and~~adverse ~~debt~~effect ~~service requirements is dependent~~on, inour ~~part, upon the continued success of these regions~~business.

~~For~~We ~~the~~have ~~year~~been ~~ended~~subject ~~December 31~~to shareholder activism and may be subject to such activism in the future, ~~2024~~which may include proxy solicitations, weshareholder ~~generated~~proposals 13or other actions by activists to effect changes to the Company or to assert influence on the Company’s Board of Directors (the “Board”) and management.6% For example, ~~12.7%~~in January 2025, ~~and~~HG ~~9.5%~~Vora ofCapital ~~our~~Management, ~~revenues~~LLC ~~from~~(“HG Vora”) notified our ~~retail~~Board ~~properties~~that ~~within~~it had nominated three director candidates to stand for election at the ~~states~~Company’s 2025 annual meeting of ~~Ohio~~shareholders held on June 17, ~~Louisiana~~2025 (the “2025 Annual Meeting”), ~~and~~William ~~Missouri~~Clifford, ~~respectively.~~Johnny AsHartnett, aand ~~result~~Carlos Ruisanchez. Subsequently, wethe ~~are~~Board’s ~~subject~~Nominating toand aCorporate ~~greater~~Governance ~~degree~~Committee ofreviewed ~~risk~~HG ~~than~~Vora’s anominees ~~gaming~~in ~~company~~line with ~~more~~the ~~regional~~Company’s ~~diversification~~normal evaluation procedures, asincluding ~~our~~conducting ~~results~~thorough ~~are~~interviews ~~dependent~~with onall nominees. Following this evaluation, the ~~regional~~Board ~~economies~~nominated Mr. Hartnett and ~~competitive~~Mr. ~~landscapes~~Ruisanchez infor ~~these~~election ~~specific~~to ~~markets~~the Board at the 2025 Annual Meeting for the two available Board seats. ~~Our~~HG ~~ability~~Vora tofiled ~~meet~~a ~~our~~definitive ~~operating~~proxy ~~and~~statement ~~debt~~with ~~service~~the ~~requirements~~SEC ison ~~thus~~May ~~dependent~~12, in2025, ~~part~~and sought the election of three director candidates to the Board, ~~upon~~despite there being only two Board seats available for election. At the ~~continued~~2025 ~~success~~Annual ofMeeting, our ~~properties~~shareholders inelected ~~these~~each ~~key~~of ~~regions~~Mr. ~~The~~Hartnett ~~operating~~and ~~results~~Mr. ofRuisanchez ~~these~~to ~~retail~~our ~~properties~~Board. ~~may~~In beFebruary ~~adversely~~2026, ~~impacted~~the byCompany ~~changes~~entered ininto ~~local~~a ~~economic~~cooperation ~~and~~agreement ~~competitive~~(the ~~conditions~~“Cooperation orAgreement”) ~~local~~with HG Vora and ~~state~~certain ~~governmental~~related ~~laws~~parties, ~~and~~providing ~~regulations~~for, ~~including~~among ~~gaming~~other ~~laws~~things, ~~and~~the ~~regulations~~appointment of Heather Ace, Jeffrey Fox, and Fabio Schiavolin to the ~~application~~Board. ~~thereof~~Pursuant to the Cooperation Agreement, ~~natural~~HG ~~and~~Vora ~~other~~has ~~disasters~~agreed to abide by customary standstill restrictions, ~~including~~and the ~~effects~~Company ofand ~~climate~~HG ~~change~~Vora ~~such~~have asalso ~~severe~~agreed ~~storms,~~to ~~hurricanes,~~certain ~~typhoons~~nondisparagement obligations, ~~rising~~in ~~sea~~each ~~levels,~~case orwhich ~~severe~~remain ~~drought,~~in oreffect ~~outbreaks~~until forty-five days prior to the deadline for the submission of ~~infectious~~shareholder ~~diseases,~~nominations ~~increases~~of indirectors and business proposals for the ~~costs~~Company’s 2028 Annual Meeting of ~~maintaining~~Shareholders. ~~these~~In ~~properties~~addition, ~~and~~HG ~~declines~~Vora agreed to voluntarily dismiss the litigation in the ~~number~~United States District Court for the Eastern District of ~~visitors~~Pennsylvania orcaptioned inHG ~~gaming~~Vora ~~and~~Capital ~~non~~Management, LLC, et al. v. PENN Entertainment, Inc., et al., No. 5:25-~~gaming~~cv-02313, ~~activities~~which atcase ~~our~~was ~~properties~~dismissed inwith ~~such~~prejudice ~~regions~~on February 23, 2026. ~~Any~~The foregoing description of ~~these~~the ~~factors~~Cooperation ~~could~~Agreement ~~negatively~~does ~~affect~~not ~~our~~purport ~~business,~~to ~~financial~~be ~~condition,~~complete and ~~results~~is qualified in its entirety by reference to the full text of ~~operations~~the Cooperation Agreement, ~~including~~a ~~our~~copy ~~ability~~of towhich ~~generate~~was ~~sufficient~~filed ~~cash~~as ~~flow~~Exhibit 10.1 to ~~meet~~the ~~our~~Company’s ~~operating~~Current Report on Form 8-K, filed with the SEC on February 23, 2026, and ~~debt~~is ~~service~~incorporated ~~requirements~~herein by reference.

Shareholder activism pursued against the Company has in the past, and may in the future, give rise to or result in, among other things: (i) increased costs, including expenses of third-party advisors, insurance, legal, administrative expenses and other associated costs; (ii) perceived uncertainties as to our future direction, which could result in reputational harm and the loss of potential business opportunities and could make it more difficult to attract, retain, or motivate qualified personnel, and strain relationships with investors, customers, suppliers, business partners, and regulators; (iii) reduction or delay in our ability to effectively and timely execute our current business strategy and to implement new strategies; (iv) diversion of the attention of our Board and management team; (v) potential litigation as a result of proposals by activist stockholders or proxy contests or matters relating thereto; (vi) adverse implications from a gaming regulatory perspective, including those arising from a shareholder activist failing to comply with applicable gaming laws in connection with its investment in the Company, the imposition of additional conditions for obtaining or maintaining gaming licenses or other actions that could have an adverse impact on our gaming licenses; and (vii) fluctuations in the Company’s stock price based on temporary or speculative market perceptions, changes in our investor base, or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business. Any such shareholder activism could have an adverse effect on our business, financial condition, and results of operations.

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Risks Related to Our Operations

We generate a significant percentage of our revenues from certain geographic regions and our ability to meet our operating and debt service requirements is dependent, in part, upon the continued success of these regions.

For the year ended December 31, 2025, we generated 13.4%, 11.8%, 9.2%, and 8.4% of our revenues from our retail properties within the states of Ohio, Louisiana, Missouri, and Pennsylvania respectively. As a result, our results are dependent on the regional economies and competitive landscapes in these specific markets. Our ability to meet our operating and debt service requirements is thus dependent, in part, upon the continued success of our properties in these key regions. The operating results of these retail properties may be adversely impacted by changes in local economic and competitive conditions or local and state governmental laws and regulations, including gaming laws and regulations, and the application thereof, natural and other disasters, including the effects of climate change such as severe storms, hurricanes, typhoons, rising sea levels, or severe drought, or outbreaks of infectious diseases, increases in the costs of maintaining these properties, and declines in the number of visitors or in gaming and non-gaming activities at our properties in such regions. Any of these factors could negatively affect our business, financial condition, and results of operations, including our ability to generate sufficient cash flow to meet our operating and debt service requirements.

A significant portion of our cash flow from operations is used to make interest payments and rent payments under our debt and lease agreements.

As of December 31, ~~2024~~2025, we had indebtedness of $2.89 billion, including $12.50 billion outstanding under our Amended Credit Facilities. We also utilize a significant portion of our cash flow from operations to make our rent payments, which were $~~950~~967.48 million for the year ended December 31, ~~2024~~2025, pursuant to and subject to the terms and conditions of our Master Leases, ~~and~~VICI ~~Morgantown~~Master Lease, ~~each~~Margaritaville ~~with~~Lease ~~GLPI,~~(prior ~~and~~to ~~our~~December ~~Margaritaville~~4, ~~Lease~~2025), ~~and~~ Greektown Lease ~~with~~(prior ~~VICI~~to December 4, 2025), and Morgantown Lease, (as defined ~~previously~~in Note 11, “Leases” in the notes to our Consolidated Financial Statements, collectively, our “Triple Net Leases”). As a result of these commitments under our Triple Net Leases, our ability to fund our own operations or development projects, raise capital, make acquisitions and otherwise respond to competitive and economic changes may be adversely affected. Further, our obligations under the Triple Net Leases may make it more difficult or restrict, as applicable, our ability to satisfy our obligations with respect to our indebtedness, obtain additional financing, raise capital, make acquisitions or divestitures, or engage in other significant transactions. Any of the aforementioned factors could have a material adverse effect on our business, financial condition, and results of operations.

There is no assurance that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our Amended Credit Facilities (as defined in Note 10, “Long-term Debt” in the notes to our Consolidated Financial Statements) or otherwise in amounts sufficient to enable us to fund our liquidity needs, including with respect to our indebtedness and rent payments, or development projects. Our variable rate borrowings expose us to interest rate volatility, which could cause our debt service obligations to increase significantly. We also may incur indebtedness related to properties we develop or acquire in the future prior to generating cash flow from those properties. For example, for the year ended December 31, ~~2024~~2025, we incurred ~~capital~~ project capital expenditures of $~~253~~408.34 million, the majority of which are in connection with the PENN Development Projects ~~pursuant to our Master Development Agreement with GLPI,~~ (as defined ~~and discussed~~ in the “Executive Overview” within our Management’s Discussion and Analysis). If those properties or other properties we develop or acquire do not provide us with sufficient cash flow to service that indebtedness, we will need to rely on cash flow from other properties or sources, which would increase our leverage. In addition, if we consummate significant acquisitions in the future, our cash requirements may increase significantly.

We may require additional capital to support our growth plans, and such capital may not be available on terms acceptable to us, if at all.

We may finance some of our current and future expansion, development and renovation projects and acquisitions with cash flow from operations, borrowings under our Amended Credit Facilities and equity or debt financings. For more information regarding our future development projects, see “Recent ~~Acquisitions,~~ Development Projects ~~and Other~~” in the “Executive Overview” within our Management’s Discussion and Analysis. If we are unable to finance our current or future projects, we may need to seek alternative financing. Depending on credit market conditions, including the current high interest rate environment, alternative sources of funds may not be sufficient to finance our expansion, development and/or renovation, or such other financing may not be available on acceptable terms, in a timely manner or at all. In addition, our existing indebtedness contains restrictions on our ability to incur additional indebtedness, beyond certain levels. If we are unable to secure additional financing, we could be forced to limit or suspend expansion, development, and renovation projects and acquisitions, which may adversely affect our business, financial condition, and results of operations.

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~~Overview”~~As ~~within~~of ~~our~~December 31, ~~Management’s~~2025, ~~Discussion and Analysis~~$406.1 Ifmillion weis ~~are~~available ~~unable~~under ~~to finance~~ our ~~current~~Amended orRevolving ~~future~~Credit ~~projects~~Facility, wewhich ~~may~~expires ~~need~~in to2027. ~~seek~~There ~~alternative~~is ~~financing.~~no ~~Depending~~certainty onthat ~~credit~~our ~~market~~lenders ~~conditions,~~will ~~including~~continue ~~the~~to ~~current~~remain ~~high~~solvent ~~interest~~or ~~rate~~fund ~~environment,~~their ~~alternative~~respective ~~sources~~obligations ofunder ~~funds~~our ~~may~~Amended ~~not~~Credit beFacilities. ~~sufficient~~Our access to ~~finance~~funding ~~our~~sources ~~expansion, development~~ and~~/or~~ ~~renovation, or such~~ other ~~financing~~credit ~~may~~arrangements ~~not be available on acceptable terms,~~ in aamounts ~~timely~~adequate ~~manner~~to finance or atcapitalize ~~all. In addition,~~ our ~~existing~~current ~~indebtedness~~and ~~contains~~projected ~~restrictions~~future onbusiness ~~our~~operations ~~ability~~could tobe ~~incur~~significantly ~~additional~~impaired ~~indebtedness.~~by Iffactors wethat ~~are~~affect ~~unable to secure additional financing~~us, wethe ~~could~~financial beservices ~~forced~~industry ~~to limit~~ or ~~suspend~~economy ~~expansion,~~in ~~development~~general, ~~and~~including ~~renovation~~events ~~projects~~involving ~~and~~limited ~~acquisitions~~liquidity, ~~which~~defaults, ~~may~~or ~~adversely affect our business~~non-performance, ~~financial~~or ~~condition,~~concerns ~~and~~or ~~results~~rumors ofabout ~~operations.~~any Insuch ~~addition~~events, weas ~~have~~well ~~incurred~~as ~~significant~~our ~~capital~~commitments ~~project~~under ~~expenditures~~certain ~~in connection with the PENN Development Projects~~agreements, ~~and~~including our ~~business,~~Triple ~~financial~~Net ~~condition,~~Leases and ~~results~~our ofindemnification ~~operations may be materially adversely impacted if we are unable to realize the anticipated benefits~~obligations.

~~As of December 31, 2024, $979.1 million is available under our Amended Revolving Credit Facility, which expires in 2027.~~ There iscan be no ~~certainty~~assurance that ~~our~~we ~~lenders~~ will ~~continue~~be able to ~~remain~~compete ~~solvent~~effectively or ~~fund~~generate ~~their~~sufficient ~~respective~~returns ~~obligations~~from ~~under~~ our ~~Amended~~OSB ~~Credit Facilities. Our access to funding sources~~ and ~~other~~iCasino ~~credit arrangements in amounts adequate to finance or capitalize our current and projected future business~~ operations ~~could be significantly impaired by factors that affect us~~, ~~the financial services industry or economy in general,~~ including ~~events~~theScore ~~involving~~Bet ~~limited liquidity, defaults, or non-performance, or concerns or rumors about any such events, as well as our commitments under certain agreements, including our Triple Net Leases~~ and ~~our~~Hollywood ~~indemnification obligations under the Barstool SPA~~iCasino.

Certain of the jurisdictions in which we operate have legalized intra-state sports wagering and have established extensive state licensing and regulatory requirements governing any such intra-state sports wagering. As of December 31, 2025, we offer OSB in 22 jurisdictions, and we may launch OSB in additional jurisdictions in 2026. Additionally, we have entered into agreements with other OSB and iCasino operators and may enter into additional agreements with strategic partners and other third-party vendors to provide market access in certain jurisdictions.

Our sports betting and iCasino operations compete, and will continue to compete, in a rapidly evolving and highly competitive market against an increasing number of competitors. There can be no assurance that we will realize the anticipated benefits of our OSB and iCasino operations. Further, the success of our proposed sports betting and iCasino operations is dependent on a number of additional factors, many of which are beyond our control, including tax rates and license fees, our ability to gain market share, our ability to attract and retain customers, the success of our rebranding initiative across our OSB platforms in the U.S., the timeliness and viability of our products, our ability to compete with new entrants in the market (including those offering sports events through prediction markets), changes in consumer demographics and public tastes and preferences, unexpected sporting event cancellations or delays, and the availability and popularity of other forms of entertainment. There can be no assurance that our OSB and iCasino operations will be able to compete effectively or generate sufficient returns. These factors could cause the market price of our common stock to decline, and adversely impact our financial condition, results of operations and cash flows.

The success, including win or hold rates, of existing or future retail, sports betting, and iCasino products depends on a variety of factors, including factors beyond our control.

The retail and online gaming industries are characterized by an element of chance. Accordingly, we employ theoretical win rates to estimate what a certain type of gaming device, table game, sports bet or iCasino game (“Gaming Offerings”), on average, will win or lose over the long term. Net win is impacted by variations in the hold percentage (the ratio of net win to total amount wagered), or actual outcome, in Gaming Offerings. We use hold percentage as an indicator of the performance of the Gaming Offering to compare against its expected outcome. Although each Gaming Offering generally performs within a defined statistical range of outcomes, actual outcomes may vary for any given period. In addition to the element of chance, win rates (hold percentages) may also (depending on the game involved) be affected by the spread of limits and factors that are beyond our control, such as a customer’s skill, experience, and behavior, the mix of games played, the financial resources of customers, the volume of bets placed and the amount of time spent playing. As a result of the variability in these factors, the actual win rates on our Gaming Offerings may differ from the theoretical win rates we have estimated and could result in the customer’s winnings exceeding those anticipated. For example, in the past, certain VIP patrons have placed bets or series of bets that resulted in large payouts and negatively impacted our results of operations. Similar events caused by the variability of win rates (hold rates) have the potential to negatively impact our business, financial condition, and results of operations.

Our success also depends in part on our ability to anticipate and satisfy user preferences in a timely manner. As we operate in a dynamic environment characterized by rapidly changing industry and legal standards, our products will be subject to changing consumer preferences that cannot be predicted with certainty. We will need to continually introduce new offerings and identify future product offerings that complement our existing technology, respond to our users’ needs and improve and enhance our existing technology to maintain or increase our user engagement and growth of our business. We may not be able to compete effectively unless our product selection keeps up with trends in the retail and digital sports entertainment, sports betting, and gaming industries in which we compete, or trends in new gaming products.

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We face the risk of fraud, theft, and cheating.

We face the risk that gaming customers may attempt or commit fraud or theft or cheat in order to increase winnings. Such acts of fraud, theft, or cheating could involve the use of counterfeit chips or other tactics, possibly in collusion with our employees. Internal acts of cheating could also be conducted by employees through collusion with dealers, surveillance staff, floor managers, or other casino or gaming area staff. Additionally, we also face the risk that customers may attempt or commit fraud or theft with respect to our non-gaming offerings or against other customers. Such risks include stolen credit or charge cards or cash, falsified checks, theft of retail inventory and purchased goods, criminal use of user identification and password credentials sold on the dark web, and unpaid or counterfeit receipts. Failure to prevent or discover such acts or schemes in a timely manner may result in losses in our operations. In the event of the occurrence of any such issues with our existing technology or product offerings, substantial resources and management attention may be diverted from other projects to correct these issues, which may delay other projects and the achievement of our strategic objectives. Negative publicity related to such acts or schemes could negatively impact our reputation, potentially causing a material adverse effect on our business, financial condition, and results of operations.

We are subject to risks associated with leased property, as most of our facilities are leased.

We lease 36 of the facilities we operate pursuant to the Triple Net Leases. Termination of the AR PENN Master Lease, the 2023 Master Lease, or Pinnacle Master Lease, ~~or Morgantown Lease~~ could result in a default under our debt agreements and could have a material adverse effect on our business, financial condition, and results of operations. Moreover, as a lessee, we do not completely control the land and improvements underlying our operations, and our landlords under the Triple Net Leases could take certain actions to disrupt our rights in the facilities leased under the Triple Net Leases that are beyond our control. Also, proposed development projects for facilities leased under the Triple Net Leases generally require the approval of our landlords, and delays in obtaining, or failure to obtain, such approvals could adversely impact our results of operations. In addition, ~~should~~our Triple Net Leases have defined escalating lease payment provisions, which can adversely impact the profitability of those leased facilities. Should some of our leased facilities prove to be unprofitable, we could remain obligated for lease payments and other obligations under the Triple Net Leases in the event we ~~withdraw~~cease ~~from~~operations at those locations. Further, there can be no assurance that we or our landlords will be able to comply with our respective obligations under the Triple Net Leases in the future.

Our operations in several jurisdictions depend on development agreements, management agreements and/or leases with third parties and local governments that may not be renewed or the terms of a renewal may require significant fees or capital expenditure commitments.

Our operations in several jurisdictions depend on land leases and/or management and development agreements with third parties and local governments. If we, or if GLPI or VICI, in the case of leases pursuant to which we are the sub-lessee, are unable to renew these leases and agreements on satisfactory terms as they expire or if disputes arise regarding the terms of these agreements, our business may be disrupted and, in the event of disruptions in multiple jurisdictions, could have a material adverse effect on our business, financial condition, and results of operations. We may also be required to pay higher fees and/or incur additional capital expenditures to renew management agreements with third parties and local governments in our existing jurisdictions, or incur higher fees and/or capital expenditures than forecasted in connection with new management agreements with third parties and local governments as we expand into new jurisdictions.

~~There~~We ~~can~~rely beon nothird ~~assurance~~parties ~~that~~to weprovide ~~will~~services bethat ~~able~~are essential to ~~compete~~the ~~effectively~~operation orof ~~generate~~our ~~sufficient~~OSB ~~returns~~and oniCasino ~~our~~business, ~~recently~~including ~~expanded~~geolocation, ~~sports~~identity ~~betting~~ and ~~iCasino~~age ~~operations~~verification, ~~including~~payment ~~the~~processing, ~~launch~~and ofsports ~~ESPN BET~~data.

~~Certain~~We ofrely on third parties to provide services that are essential to the ~~jurisdictions~~operation inof ~~which~~our weonline ~~operate~~gaming ~~have~~business, ~~legalized~~including ~~intra-state~~geolocation, identity and age verification, payment processing, and sports ~~wagering~~data systems. These services help ensure we comply with laws and ~~have~~regulations, ~~established~~process ~~extensive~~deposits ~~state~~and ~~licensing~~withdrawals made by our online users, and ~~regulatory~~are ~~requirements~~provided ~~governing~~information ~~any~~regarding ~~such~~schedules, ~~intra~~results, performance, and outcomes of sporting events to determine when and how bets are settled. The software, systems and services provided by our third-~~state~~party ~~sports~~providers ~~wagering~~may contain errors or weaknesses, be compromised or experience outages, or otherwise not meet our expectations. AsA failure of ~~December 31,~~such ~~2024~~third-party systems to perform effectively, weor ~~have~~any ~~launched~~service ~~the~~interruption ~~ESPN~~to ~~BET~~those ~~app~~systems, incould 19adversely USaffect ~~states~~our business and ~~territories~~give rise to regulatory issues relating to the operation of our business. By way of example, incorrect or misleading geolocation and weidentity ~~expect~~verification data with respect to ~~launch~~current ~~our~~or ~~ESPN~~potential ~~BET~~users ~~app~~received from third-party service providers may result in ~~additional~~us ~~states~~inadvertently ~~throughout~~allowing ~~2025~~access to our offerings to individuals who are not permitted to access them or otherwise inadvertently denying access to individuals who are permitted to access them. ~~Additionally~~Also, weerrors ~~have~~or ~~entered~~failures ~~into~~by ~~agreements~~our ~~with~~payment ~~other~~processors ~~online~~and sports ~~betting~~data providers could result in a failure to timely and ~~iCasino~~accurately ~~operators~~process payments to and ~~may~~from ~~enter~~users ~~into~~or ~~additional~~errors ~~agreements~~in ~~with~~settling ~~strategic~~bets. ~~partners~~Any such errors or failures could result in violations of applicable regulatory requirements and ~~other~~adversely affect our reputation and our ability to attract and retain our online users. Furthermore, negative publicity related to any of our third-party ~~vendors~~partners tocould ~~provide~~adversely ~~market~~affect ~~access~~our inreputation ~~certain~~and ~~jurisdictions.~~brand, and could potentially lead to increased regulatory or litigation exposure.

Our sports betting and iCasino operations compete, and will continue to compete, in a rapidly evolving and highly competitive market against an increasing number of competitors. There can be no assurance that the ESPN BET audience will engage in sports betting and iCasino products to the extent that we expect or that we will otherwise realize the anticipated benefits of our expanded sports betting and iCasino operations. Further, the success of our proposed sports betting and iCasino operations is dependent on a number of additional factors, many of which are beyond our control, including tax rates and license fees, our ability to gain market share, the timeliness and viability of our products, our ability to compete with new entrants in the market, changes in consumer demographics and public tastes and preferences, unexpected sporting event 17

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~~cancellations~~Additionally, orwe ~~delays~~rely on third-party suppliers to provide gaming equipment, semiconductor chips and ~~the~~other ~~availability~~supplies ~~and~~for ~~popularity~~our ofbusiness. ~~other~~Supply ~~forms~~chain ofdelays ~~entertainment~~or disruptions could impact our ability to obtain these supplies from our key suppliers on acceptable terms or at all. ~~There~~Any ~~can~~suspension beor nodelay ~~assurance~~in ~~that~~our suppliers’ ability to provide us adequate equipment or supplies, or in our ~~expanded~~ability ~~sports~~to ~~betting~~procure ~~and~~equipment ~~iCasino~~or ~~operations~~supplies ~~will~~from beother ~~able~~sources in a timely manner or at all, could impair our ability to ~~compete~~meet ~~effectively~~customer demand and therefore could have a material adverse effect on our business, prospects, financial condition or ~~generate~~results ~~sufficient~~of ~~returns~~operations.

In addition, if any of our third-party service providers terminates its relationship with us, is unable to maintain necessary regulatory approvals, or refuses to renew its agreement with us on commercially reasonable terms, we would have to engage alternative service providers. We cannot be certain that we would be able to secure favorable terms from alternative service providers that are ~~subject~~critical to ~~risks~~the operation of our business or enter into alternative arrangements in a timely manner. Our business, financial condition, and ~~costs~~results ~~related~~of operations could be adversely impacted by our inability to ~~climate~~secure ~~change~~timely ~~regulations~~replacement ~~and~~services ~~greenhouse~~that ~~gas~~are ~~effects~~sufficient to support our online business on comparable terms.

~~There~~The istermination ~~a growing consensus that greenhouse gas (“GHG”) emissions continue to alter the composition~~ of ~~the~~our ~~global~~partnership ~~atmosphere in ways that are affecting, and are expected to continue affecting, the global climate. We may become subject to legislation and regulation regarding climate change, and compliance~~ with ~~any~~ESPN ~~new rules~~ could benegatively difficult, burdensome, and costly. Concerned parties, such as legislators and regulators, stockholders, and nongovernmental organizations, as well as companies in many business sectors, are considering ways to reduce GHG emissions. Many states have announced or adopted programs to stabilize and reduce GHG emissions and, in the past, federal legislation has been proposed in Congress. If such legislation is enacted, we could incur increased energy, environmental and other costs, and capital expenditures to comply with the limitations. In addition, if such legislation is enacted but later significantly changed or repealed, we could incur costs related to compliance with the prior legislation without realizing the anticipated benefits. Unless and until legislation is enacted and its terms are known, we cannot reasonably or reliably estimate its impact on our business, reputation, financial condition, and results of operations. ~~Further, regulation of GHG emissions may limit our customers’ ability to travel to our properties (e.g. as a result of increased fuel costs or restrictions on transport-related emissions).~~

~~Investors’~~On November 5, 2025, PENN and ~~other~~ESPN ~~stakeholders’~~entered ~~expectations~~into ofthe ~~our~~Termination ~~performance~~Agreement ~~relating~~to terminate the Sportsbook Agreement, effective December 1, 2025. The Sportsbook Agreement, provided an exclusive license to ~~environmental~~use the ESPN BET trademark in the U.S. and certain marketing, ~~social~~content integration and promotional services. In connection with the termination, we realigned our digital focus and ~~governance~~rebranded ~~factors~~the ~~may~~ESPN ~~impose~~BET ~~additional~~sportsbook ~~costs~~across all online platforms in the U.S. to theScore Bet. The loss of our exclusive license and ~~expose~~the ustransition from ESPN BET to theScore Bet could adversely affect our ability to attract new ~~risks~~users to our offerings and to retain the business of existing users in a cost-effective manner. The rebranding and realignment of our digital focus led the Company to revise its future cash flow projections for the Interactive reporting unit which resulted in an impairment in our Interactive segment. There is no assurance that we will not incur future impairments or that we will realize the anticipated benefits of our rebranding initiative, and the termination of our partnership with ESPN could materially adversely affect our business, reputation, financial condition, and results of operations.

There is an increasing focus from certain investors, customers, partners, employees, other stakeholders, governments, and regulators concerning environmental, social, and governance matters (“ESG”). For example, various policymakers, such as the SEC and the State of California, have adopted, or are considering adopting rules or laws to require companies to provide significantly expanded climate-related disclosures, which may require us to incur significant additional costs to comply, including the implementation of significant additional internal controls processes and procedures regarding matters that have not been subject to such controls in the past, and impose increased oversight obligations on our management and board of directors. In addition, if such rules or laws are adopted but later significantly changed or repealed, we could incur significant costs related to compliance without realizing the anticipated benefits. Additionally, certain investors may use these non-financial performance factors to guide their investment strategies and, in some cases, may choose not to invest in us if they believe our policies and actions relating to ESG are inadequate. We also may face reputational damage in the event that we do not meet the ESG standards set by various constituencies.

As ESG best practices and reporting standards continue to develop, we may incur increasing costs related to ESG monitoring and reporting and compliance with ESG initiatives. We publish an annual Corporate Social Responsibility Report, which highlights, among other things, our climate change mitigation activities and how we are supporting our workforce. Our disclosures on these matters, or a failure to meet evolving stakeholder expectations for ESG practices and reporting, may potentially harm our reputation and customer relationships.

Furthermore, if our competitors’ ESG performance is perceived to be better than ours, potential or current investors may elect to invest with our competitors instead. In addition, in the event that we communicate certain initiatives or goals regarding ESG matters, we could fail, or be perceived to fail, in our achievement of such initiatives or goals, or we could be criticized for the scope of such initiatives or goals. If we fail to satisfy the expectations of investors, customers, employees, and other stakeholders, or our initiatives are not executed as planned, our business, financial condition, and results of operations may be adversely affected.

The success of our business is largely dependent on the skill and experience of management and key personnel, and our ability to attract and retain talented team members.

The success and competitive position of our retail operations, sports betting and iCasino operations, and media businesses are largely dependent upon, among other things, the efforts and skills of our senior executives and management team, and our ability to attract and retain talented team members.

We compete with other companies both within and outside of our industry for talented personnel. If we cannot recruit, train, develop, and retain skilled and experienced personnel to our corporate, retail operations, sports betting and iCasino, and media businesses, we could experience increased employee turnover, decreased guest or user satisfaction, low morale, inefficiency, or internal control failures. Insufficient numbers of talented team members or the loss of senior executives or key personnel could also limit our ability to grow and expand our businesses. A shortage of frontline and skilled labor could also result in higher wages that would increase our labor costs, which could reduce our profits. Additionally, the increased ability of employees to work from home or in other remote work arrangements has impacted, and may continue to impact, our ability to attract and retain talented personnel.

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employees to work from home or in other remote work arrangements has impacted, and may continue to impact, our ability to attract and retain talented personnel.

Qualified individuals are in high demand, particularly in the technology and media industries, and we may incur significant costs to attract them. We also cannot assure that we will be able to retain our existing senior executive and key personnel or attract additional qualified senior executive and key personnel. We may use equity awards to attract talented employees, influencers and media personalities. If the value of our common stock declines significantly and remains depressed, that may prevent us from recruiting and retaining qualified talent. Our ability to attract, retain, and motivate employees, influencers and media personalities may also be adversely affected by stock price volatility.

We face risks related to collective bargaining activity and strikes.

As of December 31, ~~2024~~2025, a ~~significant~~meaningful number of team members at our properties are currently covered by collective bargaining agreements. Numerous collective bargaining agreements are typically subject to negotiation each year, and our ability in the past to resolve such negotiations does not mean that we will be able to resolve future negotiations without strikes, disruptions, or on terms that we consider reasonable. If relationships with our organized associates or the unions that represent them become adverse, then the properties we operate could experience labor disruptions such as strikes, lockouts, boycotts, and public demonstrations. Labor disputes and disruptions have in the past, and could in the future, result in adverse publicity and negatively affect operations and revenues at affected properties.

In addition, labor regulation and the negotiation of new or existing collective bargaining agreements could lead to higher wage and benefit costs, changes in work rules that raise operating expenses and legal costs, and could impose limitations on our ability or the ability of our third-party property owners to take cost saving measures during economic downturns.18

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In addition, labor regulation and the negotiation of new or existing collective bargaining agreements could lead to higher wage and benefit costs, changes in work rules that increase operating expenses and legal costs, and could impose limitations on our ability or the ability of our third-party property owners to take cost saving measures during economic downturns.

Labor unions are making a concerted effort to recruit more employees in the gaming industry, and we have experienced attempts by labor organizations to organize certain of our non-union employees. We cannot provide any assurance that we will not experience additional and successful union activity in the future. The impact of this union activity is undetermined and could negatively impact our results of operations. Increased unionization of our workforce, new labor legislation or changes in regulations could disrupt our operations, reduce our profitability or interfere with the ability of our management to focus on executing our business strategies.

We face the risk of fraud, theft, and cheating.

We face the risk that gaming customers may attempt or commit fraud or theft or cheat in order to increase winnings. Such acts of fraud, theft, or cheating could involve the use of counterfeit chips or other tactics, possibly in collusion with our employees. Internal acts of cheating could also be conducted by employees through collusion with dealers, surveillance staff, floor managers, or other casino or gaming area staff. Additionally, we also face the risk that customers may attempt or commit fraud or theft with respect to our non-gaming offerings or against other customers. Such risks include stolen credit or charge cards or cash, falsified checks, theft of retail inventory and purchased goods, and unpaid or counterfeit receipts. Failure to prevent or discover such acts or schemes in a timely manner may result in losses in our operations. In the event of the occurrence of any such issues with our existing technology or product offerings, substantial resources and management attention may be diverted from other projects to correct these issues, which may delay other projects and the achievement of our strategic objectives. Negative publicity related to such acts or schemes could have an adverse effect on our reputation, potentially causing a material adverse effect on our business, financial condition, and results of operations.

We may be unable to protect, or may not be successful in protecting, our intellectual property rights.

Our commercial success depends upon our ability to develop new or improved technologies and products, and to successfully obtain or acquire proprietary or statutory protection for our intellectual property rights.

We rely on, among other things, copyrights, trademarks, trade secrets, confidentiality procedures, and contractual provisions to protect our proprietary rights. While we enter license, confidentiality and non-disclosure agreements with our employees and vendors, consultants, users, potential users, and others to attempt to limit access to and distribution of proprietary and confidential information, it is possible that:

•some or all of our confidentiality and non-disclosure agreements will not be honored;

•third parties will independently develop equivalent technology or misappropriate our technology or designs;

•disputes will arise with our strategic partners, users or others concerning the ownership of intellectual property;

•unauthorized disclosure or use of our intellectual property, including source code, know-how or trade secrets will occur; or

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•contractual provisions may not be enforceable.

There can be no assurance that we will be successful in protecting our intellectual property rights or that we will become aware of third-party infringements that might be occurring. Inability to protect our intellectual property rights could have a material adverse effect on our business, financial condition. and results of operations.

Our commercial success depends upon us avoiding the infringement of intellectual property rights owned by others.

The industries in which we compete have many participants that own, or claim to own, intellectual property, including participants that have been issued patents and may have filed patent applications or may obtain additional patents and proprietary rights for technologies similar to those used by us in our products. Some of these patents may grant very broad protection to the third-party owners. Patents can be issued very rapidly and there is often a great deal of secrecy surrounding pending patent applications. We cannot determine with certainty whether any existing third-party patents or the issuance of any new third-party patents would require us to alter our technologies, pay for licenses, challenge the validity or enforceability of the patents, or cease certain activities. Third parties may assert intellectual property infringement claims against us and against our partners and/or suppliers. We may be subject to these types of claims either directly or indirectly through indemnities assuming liability for these claims that we may provide to certain partners. There can be no assurance that our attempts to negotiate favorable intellectual property indemnities in favor of us with our suppliers for infringement of third-party intellectual property rights will be successful or that a supplier’s indemnity will cover all damages and losses suffered by us and our partners and other suppliers due to infringing products, or that we can secure a license, modification or replacement of a supplier’s products with non-infringing products that may otherwise mitigate such damages and losses.

Some of our competitors have, or are affiliated with companies that have, substantially greater resources than us, and these competitors may be able to sustain the costs of complex intellectual property infringement litigation to a greater degree and for longer periods of time than us. Regardless of whether third-party claims of infringement against us have any merit, these claims could: adversely affect our business, financial condition and results of operations, including by subjecting us to costly litigation or royalty or licensing agreements, causing product or software delivery delays or stoppages, requiring us to cease distributing certain products or delivering certain services, or subjecting us to other business disruptions.

~~•adversely affect our relationships with our customers and vendors;~~19

~~•be~~Table ~~time-consuming~~of ~~to evaluate and defend;~~Contents

•result in costly litigation;

•result in negative publicity for us;

•divert our management’s attention and resources;

•cause product and software delivery delays or stoppages;

•subject us to significant liabilities;

•require us to enter into costly royalty or licensing agreements;

•require us to develop possible workaround solutions that may be costly and disruptive to implement; or

•require us to cease certain activities or to cease distributing our products and delivering our services in certain markets.

In addition to being liable for potentially substantial damages relating to a patent or other intellectual property following an infringement action against us, we may be prohibited from developing or commercializing certain technologies or products unless we obtain a license from the holder of the patent or other applicable intellectual property rights, or purchase these rights. There can be no assurance that we will be able to obtain any such license or purchase the patent on commercially reasonable terms, or at all. If we do not obtain such a license, our business, financial condition, and results of operations could be materially adversely affected, and we could be required to cease related business operations in some markets and restructure our business to focus on continuing operations in other markets.

Our technology contains third-party open source software components.

Our technology contains software modules licensed to us under “open source” licenses from third-party sources. Use and distribution of open source software may entail greater risks than use of third-party commercial or proprietary software, as open source licensors generally do not provide support, warranties, indemnification or other contractual protections regarding infringement claims or the quality of the code. In addition, the public availability of such software may make it easier for others to compromise our technology.

Certain open source licenses contain requirements that we make the source code of our software, in which the open source software modules are used or incorporated into, publicly available for third parties to create modifications or derivative works, or grant other licenses to our intellectual property for free. These types of open source licenses are commonly known as “copyleft” licenses. If we combine our proprietary software with open source software subject to copyleft licenses, we could, under certain open source licenses, be required to release the source code of our proprietary software to the public. This would allow our competitors to create similar offerings with lower development effort and time and ultimately could result in a loss of our competitive advantages. Alternatively, to avoid the public release of the affected portions of our source code, we could be required to expend substantial time and resources to re-engineer some or all of our software or remove such copyleft software.

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our competitive advantages. Alternatively, to avoid the public release of the affected portions of our source code, we could be required to expend substantial time and resources to re-engineer some or all of our software or remove such copyleft software.

Although we monitor our use of open source software to help avoid subjecting our technology to licensing conditions we do not intend, the law surrounding the use of open source software and open source licenses is in a state of evolution and the legal ramifications of such use remain uncertain in the U.S. and other countries. There is a risk that these open source licenses could be construed in a way that could impose unanticipated and undesirable conditions or restrictions on our ability to provide or distribute our technology. From time to time, there have been claims challenging the ownership of open source software against companies that incorporate open source software into their solutions. As a result, we could be subject to lawsuits by parties claiming ownership of what we believe to be open source software.

Moreover, while we have processes for controlling our use of open source software in our technology, there is no assurance that such processes will be effective. If we are ~~held~~found to have breached or failed to fully comply with all the terms and conditions of an open source software license, we could face infringement or other liability, or be required to seek costly licenses from third parties to continue providing our offerings on terms that are not economically feasible, to re-engineer our technology, to discontinue or delay the provision of our offerings if re-engineering could not be accomplished on a timely basis or to make generally available, in source code form, our proprietary code, any of which could adversely affect our business, financial condition, and results of operations.

We may face disruption and other difficulties in integrating and managing acquired operations or other initiatives we have recently acquired, may develop, or may acquire in the future.

We could face significant challenges in managing and integrating our expanded or combined operations and any other properties or operations we may develop or acquire, particularly in new competitive markets or business lines~~, including our ESPN BET sportsbook app~~. The integration and management of ~~more significant~~ operations that we develop or acquire, ~~such as the ESPN BET sportsbook app,~~ may temporarily divert attention from our day-to-day business. In addition, development and integration of new information technology systems that may be required is costly and time-consuming. The process of integrating operations that we may acquire also could interrupt the activities of those businesses, which could have a material adverse effect on our business, financial condition, and results of operations. In addition, the development of new operations may involve regulatory, legal, and competitive risks, and, as it relates to property acquisitions, construction, and local opposition risks, as well as the risks attendant to ~~partnership~~potential ~~deals~~third onparty relationships related to these development opportunities. In particular, local opposition can delay or increase the anticipated cost of a project, and, in projects where we ~~team~~partner up with a ~~joint~~third ~~venture partner or licensing partner~~party, if we cannot reach agreement with such ~~partners~~parties, or if our relationships otherwise deteriorate, we could face significant increased costs and delays. Finally, given the competitive nature of these types of limited license opportunities, litigation is possible.

We cannot assure that we will be able to manage the combined operations that we develop or acquire effectively or realize any of the anticipated benefits of our acquisitions or development projects. We also cannot assure that if acquisitions are completed, that the acquired businesses will generate returns consistent with our expectations.20

Our ability to achieve our objectives in connection with any acquisition we may consummate may be highly dependent on, among other things, our ability to retain the senior level management teams of such acquisition candidates. If, for any reason, we are unable to retain these management teams following such acquisitions or if we fail to attract new capable executives, our operations after consummation of such acquisitions could be materially adversely affected.

The occurrence of some or all of the above-described events could have a material adverse effect on our business, financial condition, and results of operations.

We lease facilities that are located in areas that experience extreme weather conditions, which may increase in frequency and severity as a result of climate change.

We have been and may continue to be adversely impacted by increases in the frequency, duration, and severity of extreme weather events and changes in precipitation and temperature. Extreme weather conditions may interrupt our operations and reduce the number of customers who visit our facilities in the affected areas. Our properties in Colorado, Illinois, Indiana, Iowa, Kansas, Louisiana, Maine, Massachusetts, Mississippi, Missouri, Ohio, and Pennsylvania are at risk of experiencing extreme weather conditions, including snowstorms, tornadoes, hurricanes or flooding. In the past, adverse weather conditions, potentially exacerbated by climate change, have interrupted our operations, damaged property, and reduced the number of customers who visit our facilities in an affected area. For example, we have experienced interrupted operations and property damage due to hurricanes in the areas around the Gulf of Mexico and due to certain snowstorms in the Midwest and Northeast.

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IfWe cannot assure that we will be able to manage the combined operations that we develop or acquire effectively or realize any of the anticipated benefits of our ~~properties~~acquisitions or development projects. We also cannot assure that if acquisitions are ~~damaged~~completed, orthat ~~there~~the isacquired abusinesses ~~prolonged~~will ~~disruption~~generate atreturns ~~any~~consistent ofwith our ~~properties~~expectations. ~~due~~Our ability to ~~natural~~achieve ~~disasters~~our orobjectives ~~other~~in ~~extreme~~connection ~~weather~~with ~~events~~any acquisition we may consummate may be highly dependent on, among other things, our ~~business~~ability to retain the senior level management teams of such acquisition candidates. If, ~~financial~~for ~~condition~~any reason, ~~and~~we ~~results~~are ofunable to retain these management teams following such acquisitions or if we fail to attract new capable executives, our operations after consummation of such acquisitions could be materially adversely affected.

~~Although~~The aoccurrence ~~majority~~ of ~~our~~some ~~repair,~~or ~~clean-up,~~all ~~and~~of ~~lost business expenses have been covered by insurance in~~ the ~~past,~~above-described ~~there~~events iscould nohave ~~assurance~~a ~~that,~~material ~~given~~adverse ~~the~~effect ~~increasing burdens~~ on ~~insurance companies from extreme weather events, we will be able to continue to obtain adequate insurance against these types of losses, or that~~ our ~~insurers in the future will be in a position to satisfy our claims. In addition~~business, ~~the~~financial ~~costs of insurance against these types of events have increased in recent years. For example~~condition, ~~the~~and ~~Company’s~~results ~~cost~~ of ~~insurance premiums on an annual basis was approximately $34~~operations.~~4 million in 2024 as compared to $29.6 million in 2023.~~

We operate facilities that are located in areas that experience extreme weather conditions, which may increase in frequency and severity as a result of climate change.

We have been and may continue to be adversely impacted by increases in the frequency, duration, and severity of extreme weather events and changes in precipitation and temperature. Extreme weather conditions may interrupt our operations and reduce the number of customers who visit our facilities in the affected areas. Our properties, including those in Colorado, Illinois, Indiana, Iowa, Kansas, Louisiana, Maine, Massachusetts, Mississippi, Missouri, Ohio, and Pennsylvania, are at risk of experiencing extreme weather conditions, including snowstorms, tornadoes, hurricanes or flooding. In the past, adverse weather conditions, potentially exacerbated by climate change, have interrupted our operations, damaged property, and reduced the number of customers who visit our facilities in an affected area. For example, we have experienced interrupted operations and property damage due to hurricanes in the areas around the Gulf of Mexico and due to certain snowstorms in the Midwest and Northeast. If any of our properties are damaged or there is a prolonged disruption at any of our properties due to natural disasters or other extreme weather events, our business, financial condition, and results of operations could be materially adversely affected.

Although a majority of our repair, clean-up, and lost business expenses have been covered by insurance in the past, there is no assurance that, given the increasing burdens on insurance companies from extreme weather events, we will be able to continue to obtain adequate insurance against these types of losses, or that our insurers in the future will be in a position to satisfy our claims.

Additionally, our retail casino gaming, sports betting, and iCasino operations rely heavily on technology services and an uninterrupted supply of electrical power. Any unscheduled disruption in our technology services or interruption in the supply of electrical power as a result of extreme weather, or otherwise, could result in an immediate, and possibly substantial, loss of revenues.

We rely on third parties to provide services that are essential to the operation of our online sports betting and iCasino business, including geolocation, identity and age verification, payment processing, and sports data.

We rely on third parties to provide services that are essential to the operation of our online gaming business, including geolocation, identity and age verification, payment processing, and sports data systems. These services help ensure we comply with laws and regulations, process deposits and withdrawals made by our online users, and are provided information regarding schedules, results, performance, and outcomes of sporting events to determine when and how bets are settled. The software, systems and services provided by our third-party providers may contain errors or weaknesses, be compromised or experience outages, or otherwise not meet our expectations. A failure of such third-party systems to perform effectively, or any service interruption to those systems, could adversely affect our business and give rise to regulatory issues relating to the operation of our business. By way of example, incorrect or misleading geolocation and identity verification data with respect to current or potential users received from third-party service providers may result in us inadvertently allowing access to our offerings to individuals who are not permitted to access them or otherwise inadvertently denying access to individuals who are permitted to access them. Also, errors or failures by our payment processors and sports data providers could result in a failure to timely and accurately process payments to and from users or errors in settling bets. Any such errors or failures could result in violations of applicable regulatory requirements and adversely affect our reputation and our ability to attract and retain our online users. Furthermore, negative publicity related to any of our third-party partners could adversely affect our reputation and brand, and could potentially lead to increased regulatory or litigation exposure.

Additionally, we rely on third-party suppliers to provide gaming equipment, semiconductor chips and other supplies for our business. Supply chain delays or disruptions could impact our ability to obtain these supplies from our key suppliers on acceptable terms or at all. Any suspension or delay in our suppliers’ ability to provide us adequate equipment or supplies, or in our ability to procure equipment or supplies from other sources in a timely manner or at all, could impair our ability to meet customer demand and therefore could have a material adverse effect on our business, prospects, financial condition or results of operations.

In addition, if any of our third-party service providers terminates its relationship with us, is unable to maintain necessary regulatory approvals, or refuses to renew its agreement with us on commercially reasonable terms, we would have to engage alternate service providers. We cannot be certain that we would be able to secure favorable terms from alternative service providers that are critical to the operation of our business or enter into alternative arrangements in a timely manner. Our business, financial condition, and results of operations could be adversely impacted by our inability to timely secure replacement services that are sufficient to support our online business on comparable terms.

Our growth and success depend, in part, on the success of our strategic relationships with third parties.

We rely on relationships with sports leagues and teams, professional athletes and athlete organizations, advertisers, ~~casinos~~affiliates, and other third parties, ~~including those affiliated with ESPN,~~ in order to attract users to our properties and online ~~offerings,~~sportsbook ~~including~~and ~~ESPN~~iCasino ~~BET~~offerings. These relationships, along with providers of online services, search engines, social media, directories and other websites and e-commerce businesses, direct consumers to our offerings. In addition, many of the parties with whom we have advertising arrangements provide advertising services to our competitors. While we believe there are other third parties that could drive users to our offerings, adding or transitioning to them may disrupt our business and increase our costs. InIf ~~the event that~~ any of our existing or future relationships fail to provide services to us in accordance with the terms of our arrangement, or at all, and we are not able to find suitable alternatives, this could increase the cost to attract consumers and adversely impact our business, financial condition, and results of operations. In addition, the termination of strategic relationships with third parties, or negative claims or publicity involving us or such third parties, could harm our reputation and brand image, which could adversely affect our ability to attract and retain users to our properties and online sportsbook and iCasino offerings.

20Additionally, under the sports betting and iCasino laws of certain jurisdictions, sports betting and iCasino licenses are limited to a finite number of eligible entities, such as casinos, tribes or sports facilities or teams, who own or control a “skin” or “skins” under that jurisdiction’s law. A “skin” is a legally authorized license from a gaming regulatory authority to offer sports betting or iCasino services provided through such casinos, tribes or sports facilities or teams. The “skin” provides a market access opportunity for mobile operators to operate in the jurisdiction pending licensure and other required approvals by the jurisdiction’s gaming regulatory authority. In some of the jurisdictions in which we offer sports betting and iCasino, we currently rely on third parties for a “skin.” If we cannot establish, renew, or manage these relationships, our market access rights could terminate, and we would not be allowed to operate in those jurisdictions until we enter into new ones, which could adversely affect our business, financial condition, and results of operations.

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Additionally, under the sports betting and iCasino laws of certain jurisdictions, sports betting and iCasinos are limited to a finite number of retail operators, such as casinos, tribes or tracks, who own a “skin” or “skins” under that jurisdiction’s law. A “skin” is a legally authorized license from a gaming regulatory authority to offer sports betting or iCasino services provided by such a retail operator. The “skin” provides a market access opportunity for mobile operators to operate in the jurisdiction pending licensure and other required approvals by the jurisdiction’s gaming regulatory authority. In some of the jurisdictions in which we offer sports betting and iCasino, we currently rely on a casino, tribe, or track in order to get a “skin.” If we cannot establish, renew, or manage these relationships, our market access rights could terminate, and we would not be allowed to operate in those jurisdictions until we enter into new ones, which could adversely affect our business, financial condition, and results of operations.

We are reliant on our partnership with ESPN, and our failure to maintain that relationship could negatively impact our business, reputation and strategic goals.

On August 8, 2023, we entered into the Sportsbook Agreement with ESPN, which provides for a long-term strategic relationship between PENN and the ESPN relating to online sports betting in the United States. Pursuant to the Sportsbook Agreement, PENN rebranded the existing Barstool Sportsbook across all online platforms in the United States as ESPN BET (the “Sportsbook”) and oversees daily operations of the Sportsbook. The Sportsbook Agreement provides PENN with an exclusive license to use the ESPN BET trademark in the United States in connection with the Sportsbook. In addition, pursuant to the Sportsbook Agreement, ESPN provides certain marketing, content integration and promotional services. The Sportsbook Agreement generally will expire in 2033, unless the parties agree to an additional ten year extension; however, the Sportsbook Agreement may be terminated by ESPN prior to 2033 under certain circumstances, including if the Sportsbook’s market access is not at least a specified percentage of the total market access by the online sportsbook operator with the most expansive market access. Any termination or loss of exclusivity of our exclusive license would have a material adverse effect on our business, financial condition, and results of operations.

The growth of our Interactive segment will depend on our ability to attract and retain users, which may require investments in our online offerings, technology, and strategic marketing initiatives.

Our ability to achieve revenue growth in the future in our Interactive segment (inclusive of ~~ESPN BET,~~ theScore ~~BET~~Bet ~~sports betting~~ and ~~iCasino app, and~~ Hollywood iCasino apps) will depend, in large part, upon our ability to attract new users to our offerings, retain existing users and reactivate inactive users in a cost-effective manner. Achieving growth ~~in our community of users~~ may require us to ~~increasingly~~ engage in sophisticated and costly sales and marketing and promotional efforts. There can be no assurance that we will realize the anticipated benefits of our investments in technology, products, service offerings and marketing initiatives. If new or existing competitors offer more attractive offerings or engage in marketing initiatives that are better received by customers, we may lose users or users may decrease their spending on our offerings.

We have used and expect to continue to use a variety of free and paid marketing channels, in combination with compelling offers and exciting games to achieve our objectives. For paid marketing, we may leverage a broad array of advertising channels, including television, radio, sports teams, social media influencers (brand ambassadors), social media platforms, such as Facebook, Instagram, ~~Twitter~~X and Snapchat, affiliates and paid and organic search, and other digital channels, such as mobile display. If the search engines on which we rely modify their algorithms, change their terms around online betting, if links to our apps or websites are not displayed prominently in online search results, if fewer users click through to the Apple App Store and Google Play Store or our websites, if our other digital marketing campaigns are not effective, or if the costs of attracting users using any of our current methods significantly increase, then our ability to efficiently attract new users could be reduced, our revenue could decline and our business, financial condition and results of operations could be harmed.

In addition, our ability to both retain and increase the number of users of our offerings will depend on continued user adoption of ~~the~~theScore ~~ESPN~~Bet ~~BET,~~and ~~theScore~~Hollywood ~~BET~~iCasino apps, and online gaming in general. Growth in the online gaming industries and the level of demand for and market acceptance of our product offerings will be subject to a high degree of uncertainty. We cannot assure that consumer adoption of our product offerings will continue or exceed current growth rates, or that the industry will achieve more widespread acceptance.

Additionally, as technological or regulatory standards change and we modify our platforms to comply with those standards, we may need users to take certain actions to continue playing, such as performing age verification checks or accepting new terms and conditions. Users may stop using our product offerings at any time, including if the quality of the user experience on our platforms, including our support capabilities in the event of a problem, does not meet their expectations or keep pace with the quality of the customer experience generally offered by competitive offerings.

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Participation in the sports betting industry exposes us to trading, liability management, and pricing risk.

Our fixed-odds betting products involve betting where winnings are paid on the basis of the stake placed and the odds quoted. Odds are determined with the objective of providing an average return to us over a large number of events. However, there can be significant variation in gross win percentage event-by-event and day-by-day. We have systems and controls that seek to reduce the risk of daily losses occurring on a gross-win basis, but there can be no assurance that these will be effective in reducing our exposure, and consequently our exposure to this risk in the future. As a result, in the short term, there is less certainty of generating a positive gross win, and we may experience (and we have from time to time experienced) significant losses with respect to individual events or betting outcomes, in particular if large individual bets are placed on an event or betting outcome or series of events or betting outcomes. Odds compilers and risk managers are capable of human error, thus even allowing for the fact that a number of betting products are subject to capped pay-outs, significant volatility can occur. In addition, it is possible that there may be such a high volume of trading during any particular period that even automated systems would be unable to address and eradicate all risks. Any significant losses on a gross-win basis could have a material adverse effect on our business, financial condition, and results of operations. In addition, if a jurisdiction where we hold or wish to apply for a license imposes a high turnover tax for betting (as opposed to a gross-win tax), such action would adversely impact profitability, particularly with high value/low margin bets, and likewise have a material adverse effect on our business.

We follow the sports betting industry practice of restricting and managing betting limits at the individual customer level, with limits determined by customer profiles and acceptable enterprise risk; however, there is no guarantee that gaming regulatory authorities will continue to allow operators to follow such practices.

Similar to credit card companies managing risk by tailoring credit limits on a per-customer basis, it is customary for sports betting operators to institute unique betting limits for each customer based on various factors, including but not limited to, betting history, source of funds and wealth reviews, and operator risk tolerance for individual sports or sporting events. This practice is beneficial because it allows sports betting operators to manage risk without the need to place restrictive global betting limits on all customers. There is no guarantee that gaming regulatory authorities will continue to allow us to institute betting limits at the individual customer level, or at our sole discretion, which may in turn adversely impact our ability to manage sports betting risk.

We extend credit to a portion of our customers who wager at our retail properties, and we may not be able to collect gaming receivables from our credit customers.

We conduct our gaming activities on a credit and cash basis at many of our properties, in accordance with applicable laws and regulations. Any such credit we extend is unsecured. Table games players typically are extended more credit than slot players, and high-stakes players typically are extended more credit than customers who tend to wager lower amounts. High-end gaming is more volatile than other forms of gaming, and variances in win-loss results attributable to high-end gaming may have a significant positive or negative impact on cash flow and earnings in a particular period. We extend credit to those customers whose level of play and financial resources warrant, in the opinion of management, an extension of credit. These large receivables could have a significant impact on our business, financial condition and results of operations if deemed uncollectible. Gaming debts evidenced by a credit instrument, including what is commonly referred to as a “marker,” and judgments on gaming debts are enforceable under the current laws of the jurisdictions in which we allow play on a credit basis, and judgments on gaming debts in such jurisdictions are enforceable in all U.S. states under the Full Faith and Credit Clause of the U.S. Constitution; however, other jurisdictions may determine that enforcement of gaming debts is against public policy. Although courts of certain foreign nations will enforce gaming debts directly and the assets in the U.S. of foreign debtors may be reached to satisfy a judgment, judgments on gaming debts from U.S. courts are not binding on the courts of many foreign nations.

The success, including win or hold rates, of existing or future retail, sports betting, and iCasino products depends on a variety of factors, including factors beyond our control.

The retail and online gaming industries are characterized by an element of chance. Accordingly, we employ theoretical win rates to estimate what a certain type of gaming device, table game, sports bet or iCasino game (“Gaming Offerings”), on average, will win or lose in the long run. Net win is impacted by variations in the hold percentage (the ratio of net win to total amount wagered), or actual outcome, in Gaming Offerings. We use the hold percentage as an indicator of the performance of the Gaming Offering against its expected outcome. Although each Gaming Offering generally performs within a defined statistical range of outcomes, actual outcomes may vary for any given period. In addition to the element of chance, win rates (hold percentages) may also (depending on the game involved) be affected by the spread of limits and factors that are beyond our control, such as a user’s skill, experience, and behavior, the mix of games played, the financial resources of users, the volume of bets placed and the amount of time spent playing. As a result of the variability in these factors, the actual win rates on our Gaming Offerings may differ from the theoretical win rates we have estimated and could result in the user’s winnings

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~~exceeding~~We ~~those~~extend ~~anticipated.~~credit ~~For~~to ~~example,~~a inportion ~~the~~of ~~past,~~our ~~certain~~customers ~~VIP~~who ~~patrons~~wager ~~have~~at ~~placed~~our ~~bets~~retail ~~that~~properties, ~~resulted in large payouts~~ and ~~negatively~~we ~~impacted~~may ~~our~~not ~~results~~be ofable ~~operations.~~to ~~Similar~~collect ~~events~~gaming ~~caused~~receivables byfrom ~~the variability of win rates (hold rates) have the potential to negatively impact~~ our ~~business,~~credit ~~financial condition, and results of operations~~customers.

~~Our~~We ~~success~~conduct ~~also~~our ~~depends~~gaming inactivities ~~part~~ on ~~our~~a ~~ability~~credit toand ~~anticipate~~cash ~~and~~basis ~~satisfy~~at ~~user~~many ~~preferences~~of our properties, in aaccordance ~~timely~~with ~~manner~~applicable laws and regulations. AsAny such credit we ~~operate~~extend inis aunsecured. ~~dynamic~~Table ~~environment~~games ~~characterized~~players bytypically ~~rapidly~~are ~~changing~~extended ~~industry~~more credit than slot players, and ~~legal~~high-stakes ~~standards~~players typically are extended more credit than customers who tend to wager lower amounts. High-end gaming is more volatile than other forms of gaming, ~~our~~and ~~products~~variances ~~will~~in bewin-loss ~~subject~~results attributable to ~~changing~~high-end ~~consumer~~gaming ~~preferences~~may ~~that~~have ~~cannot~~a besignificant ~~predicted~~positive ~~with~~or ~~certainty~~negative impact on cash flow and earnings in a particular period. We ~~will~~extend ~~need~~credit to ~~continually~~those ~~introduce~~customers ~~new~~whose ~~offerings~~level of play and ~~identify~~financial ~~future~~resources ~~product~~warrant, ~~offerings~~in ~~that~~the ~~complement~~opinion of management, an extension of credit. These large receivables could have a significant impact on our ~~existing~~business, ~~technology~~financial condition and results of operations if deemed uncollectible. Gaming debts evidenced by a credit instrument, ~~respond~~including what is commonly referred to ~~our~~as ~~users’~~a ~~needs~~“marker,” and ~~improve~~judgments on gaming debts are enforceable under the current laws of the jurisdictions in which we allow play on a credit basis, and ~~enhance~~judgments ~~our~~on ~~existing~~gaming ~~technology~~debts toin ~~maintain~~such orjurisdictions ~~increase~~are ~~our~~enforceable ~~user~~in ~~engagement~~all U.S. states under the Full Faith and ~~growth~~Credit Clause of ~~our~~the ~~business~~U.S. WeConstitution; however, other jurisdictions may ~~not~~determine bethat ~~able~~enforcement toof ~~compete~~gaming ~~effectively~~debts ~~unless~~is ~~our~~against ~~product~~public ~~selection~~policy. ~~keeps~~Although upcourts ~~with~~of ~~trends~~certain foreign nations will enforce gaming debts directly and the assets in the ~~retail~~U.S. ~~and~~of ~~digital~~foreign ~~sports~~debtors ~~entertainment,~~may ~~sports~~be ~~betting~~reached to satisfy a judgment, ~~and~~judgments on gaming ~~industries~~debts infrom ~~which~~U.S. wecourts ~~compete,~~are ornot ~~trends~~binding inon ~~new~~the ~~gaming~~courts ~~products~~of many foreign nations.

We face a number of challenges prior to opening new or upgraded gaming properties, launching ~~iCasinos~~iCasino and sports betting in new jurisdictions, or launching new iCasino or sports betting offerings.

No assurance can be given that, when we endeavor to open new or upgraded retail gaming properties, expand sports betting or ~~iCasinos~~iCasino in new jurisdictions, or launch new sports betting or iCasino offerings, the expected timetables for opening or expanding such properties or offerings will be met in light of the uncertainties inherent in the development of the regulatory framework, construction and/or development, the licensing process, legislative action and litigation or that we will otherwise realize the anticipated benefits or return on investment. In addition, as we seek to launch sports betting or iCasino offerings in additional jurisdictions, we will need to hire additional qualified employees, such as software engineers, IT professionals, product managers and compliance personnel. Given the significant competition in this area, we may be unable to hire qualified candidates. Delays in opening new or upgraded properties or offerings, or expanding offerings in new jurisdictions, could lead to increased costs and delays or failures in ~~receiving~~realizing the anticipated ~~revenues~~benefits ~~with~~of ~~respect~~our toinvestments in such properties or offerings, and could have a material adverse effect on our business, ~~prospects,~~ financial condition, and results of operations~~, and cash flows~~.

Risks Related to our Information Systems and Technology

If our third-party mobile application distribution platforms or service providers do not perform adequately or terminate their relationships with us, our costs may increase.

Our success depends in part on our relationships with other third-party service providers. We rely upon third-party distribution platforms, including the Apple App Store and Google Play store, for distribution of our entertainment, media, and mobile sports betting and iCasino applications. As such, the promotion, distribution, and operation of our mobile applications are subject to the respective distribution platforms’ standard terms and policies, which are very broad and subject to frequent changes and interpretation. If Apple or Google choose to de-list any of our mobile applications, it could materially and adversely impact our business, financial condition, and results of operations.

Further, the success of our Interactive segment depends in part on our relationships with other third-party service providers for hosting, content delivery, load balancing and protection against distributed denial-of-service attacks. If those providers do not perform adequately or terminate their relationship with us, our users may experience issues or interruptions with their experiences. We also rely on other software and services supplied by third parties, such as communications and internal software, and our business may be adversely affected to the extent such software and services do not meet our expectations, contain errors or vulnerabilities, are compromised or experience outages. Further, any negative publicity related to any of our third-party partners could adversely affect our reputation and brand.

We incorporate technology from third parties throughout our business. We cannot be certain that our licensors are not infringing the intellectual property rights of others or that the suppliers and licensors have sufficient rights to the technology in all jurisdictions in which we may operate. Some of our license agreements may be terminated by our licensors for convenience. If we are unable to obtain or maintain rights to any of this technology because of intellectual property infringement claims brought by third parties against our suppliers and licensors or against us, or if we are unable to continue to obtain the technology or enter into new agreements on commercially reasonable terms, our ability to develop our offerings could be severely limited and our business could be harmed.

Additionally, if we are unable to obtain necessary technology from third parties, we may be forced to acquire or develop alternate technology, which may require significant time and effort and may be of lower quality or performance standards. This would limit and delay our ability to provide new or competitive offerings and increase our costs. If alternate technology cannot be obtained or developed, we may not be able to offer certain functionality as part of our offerings, which could adversely affect our business, financial condition, and results of operations.

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If internet and other technology-based service providers experience service interruptions, our ability to conduct our business may be impaired.

As described in more detail below, a substantial portion of our technological and network infrastructure is provided by third parties, including internet service providers and other technology-based service providers. We require technology-based service providers to implement cyber-attack-resilient systems and processes. However, if internet service providers experience service interruptions, because of cyber-attacks, or due to an event causing an unusually high volume of internet use, communications over the internet may be interrupted and impair our ability to conduct our business. Internet service providers and other technology-based service providers may in the future roll out upgraded or new mobile or other telecommunications services, such as 5G or 6G services, which may not be successful and thus may impact the ability of our users to access our offerings in a timely fashion or at all. In addition, our ability to process transactions, both at our retail properties and online, depends on point-of-sale, payment processing, payment network and database systems. To prepare for system problems, we continuously seek to strengthen and enhance our current facilities and the capabilities of our system infrastructure and support. Nevertheless, there can be no assurance that these systems will continue to be able to meet the demand placed on us by our customers and the continued growth of the internet, the overall sports betting, and iCasino industry. Any difficulties these providers face, including the potential of certain network traffic receiving priority over other traffic (i.e., lack of net neutrality), may adversely affect our business, and we exercise little control over these providers, which increases our vulnerability to problems with the services they provide. Any system failure as a result of reliance on third parties, such as hosting, network, software or hardware failure, or as a result of cyber-attacks, could cause a loss of our users’ property or personal information, or a delay or interruption in our online services and products and e-commerce services, including our ability to handle existing or increased traffic. Any such failure could result in a loss of anticipated revenue, interruptions to our offerings, cause us to incur significant legal, remediation and notification costs, degrade the customer experience, and cause users to lose confidence in our offerings, any of which could have a material adverse effect on our business, financial condition, and results of operations.

We rely on third party cloud infrastructure services to deliver our offerings to users, and we have experienced, and expect in the future to experience, service interruptions, delays, and outages.

We currently host our online sports betting and iCasino offerings and support our operations using third-party providers of cloud infrastructure services. We do not, and will not, have control over the operations of the facilities or infrastructure of the third-party service providers that we use. Such third-party’s facilities are vulnerable to damage or interruption from natural disasters, cybersecurity attacks, terrorist attacks, power outages and similar events or acts of misconduct. Our technology’s continuing and uninterrupted performance will be critical to our success and is dependent on the use of third-party cloud infrastructure services. We have experienced, and we expect that in the future we will experience, interruptions, delays, and outages in service and availability from these third-party service providers from time to time due to a variety of factors, including infrastructure changes, human or software errors, website hosting disruptions and capacity constraints. In addition, any changes in these third parties’ service levels may adversely affect our ability to meet the requirements of our users. Since our technology’s continuing and uninterrupted performance is critical to our success, sustained or repeated system failures would reduce the attractiveness of our offerings. It may become increasingly difficult to maintain and improve our performance, especially during peak usage times, as we expand and the usage of our offerings increases.

Any of the above circumstances or events may harm our reputation and brand, reduce the availability or usage of our technology, lead to a significant loss of revenue, increase our costs and impair our ability to attract new users, any of which could adversely affect our business, financial condition, and results of operations.

Our information technology and other systems are subject to cybersecurity risk, including misappropriation of employee information, customer information, or other breaches of information security.

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10-K for additional detail regarding the programs, policies, and procedures we have in place to identify, prevent and detect any breaches, viruses, or other forms of unauthorized access. The steps we take to deter and mitigate the risks of attacks may not be successful, and any resulting compromise or loss of data or systems could adversely impact operations or regulatory compliance and could result in remedial expenses, fines, litigation, disclosures, and loss of reputation, potentially impacting our financial results. Further, as cyber-attacks continue to evolve, we may incur significant costs in our attempts to modify or enhance our protective measures or investigate or remediate any actual or perceived vulnerability. Increased instances of cyber-attacks may also have a negative reputational impact on us and our properties that may result in a loss of customer confidence and, as a result, may have a material adverse effect on our business, financial condition, and results of operations.

We have experienced attempts by unauthorized third parties to damage, exploit, disrupt or gain access to our networks, our products and services, consumer information, and our supporting infrastructure. While to date none of these incidents has had a material impact on us, we expect to continue to be targeted in the future. Any failure to prevent or mitigate security breaches or cyber risk could result in interruptions to the services we provide, degrade the user experience, and cause our users to lose confidence in our products and services. The unauthorized access, acquisition or disclosure of consumer information could compel us to comply with disparate breach notification laws and otherwise subject us to proceedings by governmental entities, including gaming regulatory authorities, or others, and substantial legal and financial liability. This could harm our business and reputation, disrupt our relationships with partners and diminish our competitive position.

Legal and Regulatory Risk Factors

From time to time we may become involved in legal proceedings, and no assurance can be provided as to the outcome of these matters.

From time to time we may become involved in legal proceedings, including as defendants in lawsuits relating to matters incidental to our business. The nature of our business subjects us to the risk of lawsuits filed by customers, past and present employees, competitors, business partners, and others in the ordinary course of business (particularly in the case of class actions). As with all litigation, no assurance can be provided as to the outcome of these matters and, in general, litigation can be expensive and time consuming. We may not be successful in these lawsuits, and, especially with increasing class action claims in our industry, litigation could result in costs, settlements, or damages that could adversely impact our business, financial condition, and results of operations.

We face extensive regulation from gaming regulatory authorities.

As owners and managers of retail casino gaming, iCasino, sports betting, video lottery, VGTs, and pari-mutuel wagering operations, we are subject to extensive state, provincial and local regulation. These gaming regulatory authorities have broad discretion, and may, for any reason set forth in the applicable legislation, rules and regulations, limit, condition, suspend, fail to renew or revoke a license or registration to conduct gaming operations or prevent us from owning the securities of any of our gaming subsidiaries or prevent another person from owning an equity interest in us. Gaming regulatory authorities have input into our operations, for instance, our hours of operation, the location or relocation of any of our properties, numbers and types of slot machines and table games, and the types of sports events or casino games we may offer as part of our sports betting and iCasino operations. Gaming regulatory authorities may not have extensive experience in the digital media industry, which may present unique challenges in regulating our business. Regulators may also levy substantial fines or penalties against us or our subsidiaries for violations of gaming laws or regulations, or against the people involved in violating such gaming laws or regulations, and/or seize our assets or the assets of our subsidiaries. Any of these events could have a material adverse effect on our business, financial condition, and results of operations.

Regulations governing the conduct of gaming activities and the obligations of gaming companies in any jurisdiction in which we have or in the future may have gaming operations are subject to change and could impose additional operating, financial, competitive or other burdens on the way we conduct our business. In particular, certain areas of law governing new gaming activities, such as the federal, state, and provincial laws applicable to retail casino gaming, online casinos, and sports betting, are new or developing in light of emerging technologies. No assurance can be provided that government agencies will interpret or enforce new or developing areas of law consistently, predictably, or favorably. Moreover, legislation or regulation to prohibit, limit, or add burdens to increase taxes on our business may be introduced in the future in jurisdictions where gaming has been legalized. In addition, from time to time, legislators and special interest groups have proposed legislation that would expand, restrict, or prevent gaming operations or which may otherwise adversely impact our operations in the jurisdictions in which we operate. Any expansion of gaming or restriction on or prohibition of our gaming operations or enactment of other adverse regulatory changes could have a material adverse effect on our business, financial condition, and results of operations.

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~~Certain~~Our ~~public~~business ~~and~~may ~~private~~also ~~issuances~~be ofsubject ~~securities~~to ~~and~~new ~~other~~legislation ~~transactions~~related ~~that we are party~~ to ~~also~~responsible ~~require the approval of some~~ gaming ~~regulatory~~or ~~authorities.~~consumer ~~We have demonstrated suitability to obtain and have obtained all governmental licenses~~protection, ~~registrations,~~which ~~permits,~~could ~~and~~add ~~approvals~~restrictions ~~necessary~~on ~~for~~ our ~~existing~~marketing ~~gaming~~or ~~and pari-mutuel properties and sports betting and iCasino~~ operations. ~~There can be no assurance that we will be able to retain and renew those existing licenses~~ or ~~demonstrate~~otherwise ~~suitability~~negatively toimpact ~~obtain~~our ~~any~~results ~~new~~of ~~licenses, registrations, permits, or approvals~~operation. In addition, ~~the~~from ~~loss~~time ofto ~~a license~~time, ~~registration,~~legislators ~~permit~~and orspecial ~~approval~~interest ingroups ~~one~~have ~~jurisdiction~~proposed ~~could~~legislation ~~trigger~~that ~~the~~would ~~loss of a license~~expand, ~~registration~~restrict, ~~permit~~ or ~~approval~~prevent orgaming ~~affect~~operations ~~our eligibility for a license, registration, permit~~ or ~~approval~~which inmay ~~another~~otherwise ~~jurisdiction.~~adversely Asimpact ~~we expand~~ our ~~gaming~~ operations in ~~our~~the ~~existing~~ jurisdictions orin towhich ~~new~~we ~~jurisdictions,~~operate. weAny ~~may~~expansion ~~have~~of togaming ~~meet~~or ~~additional~~restriction ~~suitability~~on ~~requirements~~or ~~and~~prohibition ~~obtain~~of ~~additional~~our ~~licenses,~~gaming ~~registrations,~~operations ~~permits~~or ~~and~~enactment ~~approvals~~of ~~from~~other ~~gaming~~adverse regulatory ~~authorities~~changes incould ~~these~~have ~~jurisdictions.~~a ~~The~~material ~~approval~~adverse ~~process~~effect ~~can~~on beour ~~time-consuming and costly~~business, ~~and~~financial ~~we cannot be sure that we will be successful. Furthermore~~condition, ~~this risk is particularly pertinent to our sports betting~~ and ~~iCasino~~results ~~initiatives~~of ~~because regulations in this area are not as fully developed or established~~operations.

Certain public and private issuances of securities and other transactions that we are party to also require the approval of some gaming regulatory authorities. We have demonstrated suitability to obtain and have obtained all governmental licenses, registrations, permits, and approvals necessary for our existing gaming and pari-mutuel properties and sports betting and iCasino operations. There can be no assurance that we will be able to retain and renew those existing licenses or demonstrate suitability to obtain any new licenses, registrations, permits, or approvals. Gaming regulatory authorities generally have broad powers with respect to licensing, and from time to time, under certain circumstances, may revoke, suspend, condition or limit our licenses. For example, on November 20, 2025, the Colorado Limited Gaming Control Commission added a condition to the Colorado gaming license held by one of our subsidiaries that provides that the Company shall not permit an investor to acquire, assume or exercise any control and/or influence over the Company unless and until the Commission has determined that such investor is found suitable under applicable Colorado gaming laws. In addition, the loss of a license, registration, permit or approval in one jurisdiction could trigger the loss of a license, registration, permit or approval or affect our eligibility for a license, registration, permit or approval in another jurisdiction. As we expand our gaming operations in our existing jurisdictions or to new jurisdictions, we may have to meet additional suitability requirements and obtain additional licenses, registrations, permits and approvals from gaming regulatory authorities in these jurisdictions. The approval process can be time-consuming and costly, and we cannot be sure that we will be successful. Furthermore, this risk is particularly pertinent to our sports betting and iCasino initiatives because regulations in this area are not as fully developed or established.

Gaming regulatory authorities generally can require that any record holder or beneficial owner of our securities file an application for a license or similar finding of suitability. If a gaming regulatory authority requires a record holder or beneficial owner of our securities to file a suitability application, the owner must generally apply for a finding of suitability within 30 days or at an earlier time prescribed by the gaming regulatory authority. The gaming regulatory authority also has the power to investigate such an owner’s suitability and the owner must pay all costs of the investigation. If the owner is found unsuitable or fails to apply when required to do so, then the owner may be required by law to dispose of our securities.

Our directors, officers, key employees, joint venture partners, and vendors must also meet approval standards of certain gaming regulatory authorities. If gaming regulatory authorities were to find a person occupying any such position unsuitable, we may be required to sever our relationship with that person, joint venture partner or vendor. Gaming regulatory authorities may also conduct investigations into the conduct or associations of our directors, officers, key employees, joint venture partners or vendors to ensure compliance with applicable laws, regulations, and standards.

We are subject to certain federal, state, provincial and other regulations.

We are subject to certain federal, state, provincial, and local laws, regulations and ordinances that apply to businesses generally. The Bank Secrecy Act, enforced by the Financial Crimes Enforcement Network (“FinCEN”) of the U.S. Treasury Department, requires us to report currency transactions in excess of $10,000 occurring within a gaming day, including identification of the guest by name and social security number, to the IRS. This regulation also requires us to report certain suspicious activity, including any transaction that exceeds $5,000 that we know, suspect or have reason to believe involves funds from illegal activity or is designed to evade federal regulations or reporting requirements and to verify sources of funds, in response to which we have implemented Know Your Customer processes. Periodic audits by the IRS and our internal audit department assess compliance with the Bank Secrecy Act, and substantial penalties can be imposed against us if we fail to comply with this regulation. In recent years the U.S. Treasury Department has increased its focus on Bank Secrecy Act compliance throughout the gaming industry, and public comments by FinCEN suggest that casinos should obtain information on each customer’s sources of income. This could impact our ability to attract and retain casino guests. Further, since we deal with significant amounts of cash in our operations, we are subject to various reporting and anti-money laundering regulations. Any violation of anti-money laundering laws or regulations, or any accusations of money laundering or regulatory investigations into possible money laundering activities, by any of our properties, online gaming operations, employees, partners, affiliates, or customers could have a material adverse effect on our business, financial condition, and results of operations.

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The riverboats on which we operate must also comply with certain federal and state laws and regulations with respect to boat design, on-board facilities, equipment, personnel, and safety. In addition, we are required to have third parties periodically inspect and certify all of our casino barges for stability and single compartment flooding integrity. The casino barges on which we operate also must meet local fire safety standards. We would incur additional costs if any of the gaming facilities on which we operate were not in compliance with one or more of these regulations.

We are also subject to a variety of other federal, state, and local laws and regulations, including those relating to zoning, construction, land use, employment, marketing, and advertising and the production, sale, and service of alcoholic beverages. If we are not in compliance with these laws and regulations or we are subject to a substantial penalty, or if there are significant changes to applicable laws and regulations, including as a result of executive orders, it could have a material adverse effect on our business, financial condition, and results of operations.

From time to time we may become involved in legal proceedings, and no assurance can be provided as to the outcome of these matters.

State and local smoking restrictions have and may continue to negatively affect our business.

Legislation in various forms to ban or substantially curtail indoor tobacco smoking in public places has been enacted or introduced in many states and local jurisdictions, including several of the jurisdictions in which we operate. We believe the smoking restrictions have significantly impacted business volumes. If additional smoking restrictions are enacted within jurisdictions where we operate or seek to do business, our business, financial condition, and results of operations could be adversely affected.

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smoking restrictions have significantly impacted business volumes. If additional smoking restrictions are enacted within jurisdictions where we operate or seek to do business, our business, financial condition, and results of operations could be adversely affected.

Changes to consumer privacy laws could adversely affect our ability to market our products effectively and may require us to change our business practices or expend significant amounts on compliance with such laws.

We rely on a variety of direct marketing techniques, including email marketing, online advertising, and postal mailings in our business. Any further restrictions in laws such as the CAN-SPAM Act, the Telephone Consumer Protection Act, the Do-Not-Call-Implementation Act, applicable Federal Communications Commission telemarketing rules (including the declaratory ruling affirming the blocking of unwanted robocalls), the FTC Privacy Rule, Safeguards Rule, Consumer Report Information Disposal Rule, Telemarketing Sales Rule, Canada’s Anti-Spam Law and various U.S. state and Canadian provincial laws, or new federal, state or provincial laws on marketing and solicitation or international privacy, e-privacy, and anti-spam laws that govern these activities could adversely affect the continuing effectiveness of email, online advertising, and postal mailing techniques and could force further changes in our marketing strategy. If this occurs, we may not be able to develop adequate alternative marketing strategies, which could impact the amount and timing of our sales of certain products.

Further, certain of our products and services depend on the ability to use non-public personal, financial transaction, and or other information relating to patrons, which we may collect and or obtain from travel service providers or other companies with whom we have substantial relationships. To the extent that we collect, control, or process such information, federal, state, provincial and foreign privacy laws and regulations, including without limitation the California Consumer Privacy Act (including the amended California Privacy Rights Act), the EU’s General Data Protection Regulation, Ontario, Canada’s Freedom of Information and Protection of Privacy Act, and Canada’s Personal Information Protection and Electronic Documents Act, require us to make disclosures regarding our privacy and information sharing practices, safeguard and protect the privacy of such information, and, in some cases, provide patrons the opportunity to “opt out” of the use of their information for certain purposes, any of which could limit our ability to leverage existing and future databases of information which could have a material adverse effect on our business, financial condition, and results of operations.

ToTable ~~the extent that we fail to comply with applicable consumer protection and data privacy laws, we may become subject to actions by regulatory authorities and/or individuals (including private right~~ of ~~action in some jurisdictions), which may result in the payment of fines or the imposition of other monetary or non-monetary penalties.~~Contents

We must comply with federal, state, provincial, and foreign requirements regarding notice and consent to obtain, use, share, transmit and store such information, including providing the opportunity and mechanisms to “opt out” from certain uses in some jurisdictions. Furthermore, we may face conflicting obligations arising from the potential concurrent application of laws of multiple jurisdictions. In the event that we are not able to reconcile such obligations, we may be required to change business practices or face liability or sanction.To the extent that we fail to comply with applicable consumer protection and data privacy laws, we may become subject to actions by regulatory authorities and/or individuals (including private right of action in some jurisdictions), which may result in the payment of fines or the imposition of other monetary or non-monetary penalties.

We may experience material increases to our taxes or the adoption of new taxes or the authorization of new or increased forms of gaming.

We believe that the prospect of generating incremental revenue is one of the primary reasons that jurisdictions permit or expand legalized gaming. As a result, gaming companies are typically subject to revenue-based taxes and fees in addition to normal federal, state, provincial and local income taxes, and such taxes and fees are subject to increase at any time. We pay substantial taxes and fees with respect to our operations, and changes to taxes and fees in our existing jurisdictions could have a material impact on our profitability. From time-to-time, federal, state, provincial, and local legislators and officials have proposed changes in tax laws, or in the administration of such laws, affecting the gaming industry. Worsening economic conditions could intensify the efforts of state, provincial, and local governments to raise revenues through increases in gaming taxes, property taxes and/or by authorizing additional gaming properties each subject to payment of a new license fee. In addition, there is uncertainty regarding the regulatory and legal frameworks applicable to prediction markets, and developments in this area could result in changes to tax laws affecting the gaming industry. It is not possible to determine with certainty the likelihood of changes in tax laws or in the administration of such laws. Such changes, if adopted, could have a material adverse effect on our business, financial condition, and results of operations.

We are subject to environmental laws and potential exposure to environmental liabilities.

We are subject to various federal, state, and local environmental laws and regulations that govern our operations, including emissions and discharges into the environment, and the handling and disposal of hazardous and non-hazardous substances and wastes. Failure to comply with such laws and regulations could result in costs for corrective action, penalties or the imposition of other liabilities or restrictions. From time to time, we have incurred and are incurring costs and obligations for correcting environmental noncompliance matters. The extent of such potential conditions cannot be determined definitively. To date, none of these matters have had a material adverse effect on our business, financial condition, and results of operations; however, there can be no assurance that such matters will not have such an effect in the future.

We also are subject to laws and regulations that impose liability and clean-up responsibility for releases of other hazardous substances into the environment. Under certain of these laws and regulations, a current or previous owner or operator of the property may be liable for the costs of remediating contaminated soil or groundwater on or from its property, without regard to whether the owner or operator knew of, or caused, the contamination, as well as incur liability to third parties impacted by such contamination. The presence of contamination, or failure to remediate it properly, may adversely affect our ability to use, sell or rent property. Due to the contractual arrangements under the Triple Net Leases, we will generally be responsible for both past and future environmental liabilities associated with our gaming operations, despite the transfer of the ownership of the underlying real property. Furthermore, we are aware that there is or may have been soil or groundwater or other contamination at certain of our properties resulting from current or former operations. These environmental conditions may require remediation in isolated areas. The extent of such potential conditions cannot be ~~determined~~definitively ~~definitely~~determined, and may result in additional expense in the event that additional or currently unknown conditions are detected.

We are subject to risks and costs related to climate change regulations.

We may become subject to legislation and regulation regarding climate change, and compliance with any new rules could be difficult, burdensome, and costly. Certain states have announced or adopted programs intended to stabilize and reduce greenhouse gas (“GHG”) emissions and, in the past, federal legislation has been proposed in Congress. Also, certain policymakers have adopted or are considering adopting rules or laws to require companies to provide significantly expanded climate-related disclosures. If such legislation is enacted, we could incur increased energy, environmental and other costs, and capital expenditures to comply with the limitations, as well as additional costs related to the implementation and reporting of significant additional internal controls processes and procedures regarding matters that have not been subject to such controls in the past. In addition, if such legislation is enacted but later significantly changed or repealed, we could incur costs related to compliance with the prior legislation without realizing the anticipated benefits. Unless and until legislation is enacted and its terms are known, we cannot reasonably or reliably estimate its impact on our business, financial condition, and results of operations. Further, regulation of GHG emissions may limit our customers’ ability to travel to our properties (e.g. as a result of increased fuel costs or restrictions on transport-related emissions).

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Risks Related to Our Information Systems and Technology

If our third-party mobile application distribution platforms or service providers do not perform adequately or terminate their relationships with us, our business may be disrupted or our costs may increase.

If internet and other technology-based service providers experience service interruptions, our ability to conduct our business may be impaired.

A substantial portion of our technological and network infrastructure is provided by third parties, including internet service providers and other technology-based service providers. We require technology-based service providers to implement cyber-attack-resilient systems and processes. However, if internet service providers experience service interruptions, because of cyber-attacks, or due to an event causing an unusually high volume of internet use, communications over the internet may be interrupted and impair our ability to conduct our business. Internet service providers and other technology-based service providers may in the future roll out upgraded or new mobile or other telecommunications services, such as 5G or 6G services, which may not be successful and thus may impact the ability of our users to access our offerings in a timely fashion or at all. In addition, our ability to process transactions, both at our retail properties and online, depends on point-of-sale, payment processing, payment network and database systems. To prepare for system problems, we continuously seek to strengthen and enhance our current facilities and the capabilities of our system infrastructure and support. Nevertheless, there can be no assurance that these systems will continue to be able to meet the demand placed on us by our customers and the continued growth of the internet, the overall sports betting, and iCasino industry. Any difficulties these providers face, including the potential of certain network traffic receiving priority over other traffic (i.e., lack of net neutrality), may adversely affect our business, and we exercise little control over these providers, which increases our vulnerability to problems with the services they provide. Any system failure as a result of reliance on third parties, such as hosting, network, software or hardware failure, or as a result of cyber-attacks, could cause a loss of our users’ property or personal information, or a delay or interruption in our online services and products and e-commerce services, including our ability to handle existing or increased traffic. Any such failure could result in a loss of anticipated revenue, interruptions to our offerings, cause us to incur significant legal, remediation and notification costs, degrade the customer experience, and cause users to lose confidence in our offerings, any of which could have a material adverse effect on our business, financial condition, and results of operations.

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We ~~may~~rely ~~experience~~on ~~material~~third ~~increases~~party cloud infrastructure services to deliver our ~~taxes~~offerings orto ~~the~~users, ~~adoption~~and ofwe ~~new~~have ~~taxes~~experienced, orand expect in the ~~authorization~~future ofto ~~new~~experience, orservice ~~increased~~interruptions, ~~forms~~delays, ofand ~~gaming~~outages.

We ~~believe~~currently ~~that~~host ~~the~~our ~~prospect~~OSB ofand ~~generating~~iCasino ~~incremental~~offerings ~~revenue~~and issupport ~~one~~our ofoperations ~~the~~using ~~primary~~third-party ~~reasons~~providers ~~that~~of ~~jurisdictions~~cloud ~~permit~~infrastructure orservices. ~~expand~~We ~~legalized~~do ~~gaming.~~not, Asand awill ~~result~~not, ~~gaming~~have ~~companies~~control ~~are~~over ~~typically~~the ~~subject~~operations toof ~~revenue-based~~the ~~taxes~~facilities ~~and~~or ~~fees~~infrastructure inof ~~addition~~the tothird-party ~~normal~~service ~~federal,~~providers ~~state,~~that ~~provincial~~we ~~and~~use. ~~local~~Such ~~income~~third-party ~~taxes,~~facilities ~~and~~are ~~such~~vulnerable ~~taxes~~to ~~and~~damage ~~fees~~or ~~are~~interruption ~~subject~~from tonatural ~~increase~~disasters, atcybersecurity ~~any~~attacks, ~~time.~~terrorist Weattacks, ~~pay~~power ~~substantial~~outages ~~taxes~~ and ~~fees~~similar ~~with~~events ~~respect~~or toacts ~~our~~of ~~operations,~~misconduct. ~~and~~Our ~~changes~~technology’s tocontinuing ~~taxes~~ and ~~fees~~uninterrupted inperformance ~~our~~will ~~existing~~be ~~jurisdictions~~critical ~~could~~to ~~have~~our asuccess ~~material~~and ~~impact~~is dependent on ~~our~~the ~~profitability.~~use ~~From~~of ~~time~~third-~~to-time,~~party ~~federal,~~cloud ~~state,~~infrastructure ~~provincial~~services. We have experienced, and ~~local~~we ~~legislators~~expect ~~and~~that ~~officials~~in ~~have~~the ~~proposed~~future ~~changes~~we inwill ~~tax~~experience, ~~laws~~interruptions, ordelays, and outages in ~~the~~service ~~administration~~and ofavailability ~~such~~from ~~laws,~~these ~~affecting~~third-party ~~the~~service ~~gaming~~providers ~~industry.~~from ~~Worsening~~time ~~economic~~to ~~conditions~~time ~~could~~due ~~intensify~~to ~~the~~a ~~efforts~~variety of ~~state~~factors, ~~provincial~~including infrastructure changes, ~~and~~human ~~local~~or ~~governments~~software toerrors, ~~raise~~website ~~revenues~~hosting ~~through~~disruptions ~~increases~~and incapacity ~~gaming~~constraints. ~~taxes~~In addition, ~~property~~any ~~taxes~~changes ~~and/or~~in bythese ~~authorizing~~third ~~additional~~parties’ ~~gaming~~service ~~properties~~levels ~~each~~may ~~subject~~adversely affect our ability to ~~payment~~meet ofthe arequirements ~~new~~of ~~license~~our ~~fee~~users. ItSince isour ~~not~~technology’s ~~possible~~continuing toand ~~determine~~uninterrupted ~~with~~performance ~~certainty~~is ~~the~~critical ~~likelihood~~to ofour ~~changes~~success, insustained ~~such~~or ~~laws~~repeated orsystem infailures would reduce the ~~administration~~attractiveness of ~~such~~our ~~laws~~offerings. ~~Such~~It ~~changes,~~may ifbecome ~~adopted,~~increasingly ~~could~~difficult ~~have~~to amaintain ~~material~~and ~~adverse~~improve ~~effect on~~ our ~~business~~performance, ~~financial~~especially ~~condition~~during peak usage times, as we expand and ~~results~~the usage of ~~operations~~our offerings increases.

Our information technology and other systems are subject to cybersecurity risk, including misappropriation of employee information, customer information, or other breaches of information security.

We increasingly rely on information technology and other systems, including our own systems and those of service providers and third parties, to manage our business and employee data and maintain and transmit customers’ personal and financial information, payment settlements, payment funds transmissions, mailing lists, and reservations information. Our collection of such data is subject to extensive regulation by private groups, such as the payment card industry, as well as governmental authorities, including gaming regulatory authorities. Privacy regulations continue to evolve, and we have taken, and will continue to take, steps to comply by implementing processes designed to safeguard the confidential and personal information of our business, employees, and customers. In addition, our security measures are reviewed and evaluated regularly. However, our information and processes and those of our service providers and other third parties, including our contractors and contractors of our service providers and vendors, are subject to the ever-changing threat of compromised security, in the form of a risk of potential breach, system failure, computer virus, or unauthorized or fraudulent use by customers, company employees, company contractors and other third parties including employees and contractors of third-party vendors, and criminal use of credentials sold on the dark web. In recognition of these heightened risks, our Board and Audit Committee receive regular presentations and reports on material cybersecurity risks which might impact us. See Item 1C. Cybersecurity of this Annual Report on Form 10-K for additional detail regarding the programs, policies, and procedures we have in place to identify, prevent and detect any breaches, viruses, or other forms of unauthorized access. The steps we take to deter and mitigate the risks of attacks may not be successful, and any resulting compromise or loss of data or systems could adversely impact operations or regulatory compliance and could result in remedial expenses, fines, litigation, disclosures, and loss of reputation, potentially impacting our financial results. Further, as cyber-attacks continue to evolve, we may incur significant costs in our attempts to modify or enhance our protective measures or investigate or remediate any actual or perceived vulnerability. Increased instances of cyber-attacks may also have a negative reputational impact on us and our properties that may result in a loss of customer confidence and, as a result, may have a material adverse effect on our business, financial condition, and results of operations. Moreover, the rapid evolution and increased use of artificial intelligence technologies amplify these cybersecurity risks.

We have experienced attempts by unauthorized third parties to damage, exploit, disrupt or gain access to our networks, our products and services, consumer information, and our supporting infrastructure, including accessing user accounts by illicitly purchasing identification and password credentials on the dark web. While to date none of these incidents has had a material impact on us, we expect to continue to be targeted in the future. Any failure to prevent or mitigate security breaches or cyber risk could result in interruptions to the services we provide, degrade the user experience, and cause our users to lose confidence in our products and services. The unauthorized access, acquisition or disclosure of consumer information could compel us to comply with disparate breach notification laws and otherwise subject us to proceedings by governmental entities, including gaming regulatory authorities, or others, and substantial legal and financial liability. This could harm our business and reputation, disrupt our relationships with partners and diminish our competitive position.

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We have begun using artificial intelligence, machine learning, data science and similar technologies in our business, and challenges with properly managing such technologies could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations.

We have begun using artificial intelligence (including generative artificial intelligence), machine learning, data science and similar technologies (collectively, “artificial intelligence”) in our technology and infrastructure, which may become more prominent in and important to our operations over time. Our competitors or other third parties may incorporate artificial intelligence in a similar or different manner and may do so more rapidly or more successfully than us, which could adversely affect our ability to compete effectively and our results of operations. Additionally, if the content, analyses, materials, software or recommendations that artificial intelligence produces or assists in producing are, or are alleged to be, infringing or otherwise violating of others’ rights (including intellectual property rights), or illegal, we may be subject to legal liability or our business, reputation, financial condition and results of operations may otherwise be adversely affected.

The use of artificial intelligence can lead to unintended consequences, including the generation of outputs, such as “hallucinations,” that appear correct but are factually inaccurate, misleading or are otherwise flawed, which could harm our reputation and business. The content, analysis, materials, software, recommendations and other outputs produced by artificial intelligence may be subject to limited or no intellectual property or other proprietary protection. We may lose intellectual property and other proprietary rights in any data, content, confidential information, trade secrets or other materials that we provide as inputs to artificial intelligence technology. If we are unable to assert proprietary rights in such outputs or inputs against use by third parties, we may experience competitive harm, and our financial condition and results of operations may be adversely affected.

In addition, the use of artificial intelligence may result in violations of applicable data security or data privacy laws, or in cybersecurity incidents that implicate the personal data of end customers, employees or other third parties, as well as potential gaming regulatory violations. Any such violation or cybersecurity incidents related to our use of artificial intelligence could result in legal liability or otherwise adversely affect our reputation and results of operations. If our use of artificial intelligence becomes controversial, we may experience brand or reputational harm or competitive harm. Also, artificial intelligence is subject to a dynamic and rapidly evolving legal and regulatory environment, the extent and scope of which may in many instances be uncertain and may vary (or conflict) across jurisdictions. Compliance with existing and potential government regulation of artificial intelligence may require significant resources, including to develop, test and maintain platforms, offerings, services, and features to help us implement and use artificial intelligence in accordance with applicable law, and to help minimize other potential adverse effects on our results of operations.

ITEM 1B.UNRESOLVED STAFF COMMENTS

None.

ITEM 1C.CYBERSECURITY

Cybersecurity represents a critical component of the Company’s overall approach to risk management. The Company’s cybersecurity policies, standards, and practices are integrated into the Company’s enterprise risk management (“ERM”) approach, and cybersecurity risks are among the core enterprise risks that are subject to oversight by the ~~Company’s~~ Board ~~of Directors (the “Board”)~~. The Company’s cybersecurity policies, standards, and practices are intended to align with recognized frameworks established by the National Institute of Standards and Technology, the International Organization for Standardization, and other applicable industry standards. The Company generally approaches cybersecurity threats through a cross-functional, multilayered approach, with the specific goals of: (i) identifying, preventing, and mitigating cybersecurity threats to the Company; (ii) preserving the confidentiality, integrity, security, and availability of the information that we collect and store to use in our business; (iii) protecting the Company’s intellectual property; (iv) maintaining the confidence of our customers, clients, and business partners; and (v) providing appropriate public disclosure of cybersecurity risks, and incidents when required.

Risk Management and Strategy

Consistent with overall ERM policies and practices, the Company’s cybersecurity program focuses on the following areas:

•Vigilance: The Company maintains a global presence, with cybersecurity threat operations functioning 24/7 with the specific goal of identifying, preventing, and mitigating cybersecurity threats and responding to cybersecurity incidents in accordance with our established incident response and recovery plans.

•Systems Safeguards: The Company deploys systems safeguards that are designed to protect the Company’s information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-~~malware functionality and access controls, which are evaluated and improved through regular vulnerability assessments and cybersecurity threat intelligence.~~

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malware functionality and access controls, which are evaluated and improved through regular vulnerability assessments and cybersecurity threat intelligence.

•Collaboration: The Company utilizes collaboration mechanisms established with public and private entities, including intelligence and enforcement agencies, industry groups and third-party service providers, to identify, assess and respond to cybersecurity risks.

•Third-Party Risk Management: The Company maintains a comprehensive, risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers, and other external users of the Company’s systems, as well as the systems of third parties that could adversely impact our business in the event of a cybersecurity incident affecting those third-party systems.

•Training: The Company provides training for personnel regarding cybersecurity threats, which is designed to reinforce the Company’s information security policies, standards, and practices. This training includes certain periodic and mandatory training for Company personnel regarding cybersecurity threats as well as the handling and processing of payment cards. All periodic and mandatory training is scaled to reflect the roles, responsibilities and information systems access of applicable personnel.

•Incident Response and Recovery Planning: The Company has established and maintains comprehensive incident response and recovery plans that address the Company’s response to a cybersecurity incident and the recovery from a cybersecurity incident, and such plans are tested and evaluated on a regular basis.

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•Communication, Coordination and Disclosure: The Company utilizes a cross-functional approach to address the risk from cybersecurity threats, involving management personnel from the Company’s technology, operations, legal, accounting, risk management, internal audit, and other key business functions, as well as the members of the Board and the Audit Committee of the Board in a dialogue regarding cybersecurity threats and incidents, while also implementing controls and procedures for the escalation of cybersecurity incidents pursuant to established thresholds designed to help ensure that decisions regarding the disclosure and reporting of such incidents can be made by management in a timely manner.

•Governance: The Board’s oversight of cybersecurity risk management is supported by the Audit Committee, which regularly interacts with the Company’s ERM function, the Company’s Chief ~~Information~~Technology Officer, other members of management, and relevant management committees and councils, including the Company’s Cyber Security Committee.

A key part of the Company’s strategy for managing risks from cybersecurity threats is the assessment and testing of the Company’s processes and practices through auditing, assessments, tabletop exercises, threat modeling, vulnerability testing, and other exercises focused on evaluating the effectiveness of our cybersecurity measures. The Company engages third parties to perform assessments of our cybersecurity measures, including information security maturity assessments, audits, and independent reviews of our information security control environment and operating effectiveness. The results of such assessments, audits, and reviews are reported to the Company’s Cyber Security Committee, and when appropriate, the Audit Committee and the Board. ~~The Company adjusts its cybersecurity policies, standards, processes, and practices as necessary based on the information provided by the assessments, audits, and reviews.~~

The Company adjusts its cybersecurity policies, standards, processes, and practices as necessary based on the information provided by the assessments, audits, and reviews.

Governance

The Company’s Cyber Security Committee, in coordination with the Board and Audit Committee, oversees the management of risks from cybersecurity threats, including the policies, standards, processes, and practices that the Company’s Chief ~~Information~~Technology Officer and its Chief Information Security Officer, in coordination with the Company’s Cyber Security Committee, develop and implement to address risks from cybersecurity threats. The Board and the Audit Committee each receive regular presentations and reports on cybersecurity risks, which address a wide range of topics including, for example, recent developments, evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment, technological trends, and information security considerations arising with respect to the Company’s peers and third parties. The Board and the Audit Committee are also informed of identified cybersecurity incidents that meet established reporting thresholds, as well as ongoing updates regarding each such incident until it has been addressed. The Board discusses the Company’s approach to cybersecurity risk management with the Company’s Chief ~~Information~~Technology Officer, and, as necessary, the Company’s Chief ~~Information~~Technology Officer meets with the Audit Committee to discuss cybersecurity risk management.

The Company’s Chief Information Officer and its Chief Information Security Officer are members of the Company’s management that are principally responsible for overseeing the Company’s cybersecurity risk management program, in partnership with other business leaders across the Company. The Company’s Chief Information Officer serves as Chair of the Company’s Cyber Security Committee and works in coordination with the other members of the Cyber Security Committee, which includes our Chief Technology Officer; Chief Information Security Officer; EVP, Operations; EVP, Chief Financial Officer; Chief Compliance Officer; Chief Accounting Officer; Chief Legal Officer; Deputy Chief Compliance Officer; SVP, Public Affairs; VP, Risk Management; VP, Internal Audit; and VP, Legal – Intellectual Property and Privacy, who also serves as the Company’s Privacy Compliance Officer and Data Protection Officer. 30

The Company’s Chief Information Officer has served in various roles in information technology and information security for over 27 years, including serving in technology leadership roles such as Chief Information Officer, Senior Director of Commercial Technologies, Senior Director of Corporate Systems, Senior Director of Business Intelligence and Analytics, and Quality Assurance leadership roles for large public companies. The Company’s Chief Information Officer was also a Client Director for the Department of Army/Department of Defense for a large public research and advisory services firm and holds a B.A. in Economics from Miami University and an MBA in Information Technology from The University of Maryland.

The Company’s Chief Information Security Officer has served in various roles in information technology and information security for over 25 years, including serving as Vice President of Information Security and Product Security Officer for large public companies. In addition, the Company’s Chief Information Security Officer has previously held roles including Security Risk Assessor, Security Policy Development, and Security Architect. The Company’s Chief Information Security Officer has also contributed to the development and review of various security-related publications including the National Institute of Standards and Technology, the International Organization for Standardization, and the Cloud Security Alliance, has served in numerous roles on various cybersecurity-related advisory boards, and holds a B.S. in Electrical Engineering from Fairleigh Dickinson University.

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The Company’s Chief ~~Information~~Technology Officer and its Chief Information Security Officer, inare ~~coordination~~members ~~with~~of the Company’s ~~Cyber~~management ~~Security~~that ~~Committee,~~are ~~work~~principally ~~collaboratively~~responsible ~~across~~for ~~the~~overseeing ~~Company to implement a program designed to protect~~ the Company’s ~~information~~cybersecurity ~~systems~~risk ~~from~~management ~~cybersecurity~~program, ~~threats~~in ~~and~~partnership ~~designed~~with toother ~~allow~~business leaders across the Company. toThe ~~promptly~~Company’s ~~respond~~Chief toTechnology ~~any~~Officer ~~cybersecurity~~serves ~~incidents~~as inChair ~~accordance~~of ~~with~~ the Company’s Cyber Security ~~Incident~~Committee ~~Response~~and ~~Plan.~~works Toin ~~facilitate~~coordination with the ~~success~~other members of ~~this~~the ~~program,~~Cyber ~~multidisciplinary~~Security ~~teams~~Committee, ~~throughout~~which ~~the~~includes ~~Company~~our ~~are~~Chief ~~deployed~~Technology toOfficer; ~~address~~Chief ~~cybersecurity~~Information ~~threats~~Security ~~and~~Officer; toEVP, ~~respond~~Chief toFinancial ~~cybersecurity~~Officer; ~~incidents~~Chief inCompliance ~~accordance~~Officer; ~~with~~Chief ~~the~~Accounting ~~Company’s~~Officer; ~~incident~~Chief ~~response~~Legal ~~and~~Officer; ~~recovery~~SVP ~~plans.~~of ~~Through~~Operations; ~~the~~Deputy ~~ongoing~~Chief ~~communications~~Compliance ~~from~~Officer; ~~these teams~~SVP, ~~the~~Public ~~Chief~~Affairs; ~~Information Officer~~VP, ~~the~~Risk ~~Chief~~Management; ~~Information~~VP, ~~Security~~Internal ~~Officer,~~Audit; and ~~the~~VP, ~~Company’s~~Legal ~~Cyber~~– ~~Security~~Intellectual ~~Committee~~Property ~~monitor~~and ~~the prevention~~Privacy, ~~detection,~~who ~~mitigation,~~also ~~and~~serves ~~remediation~~as ofthe ~~cybersecurity~~Company’s ~~incidents~~Privacy inCompliance ~~real~~Officer ~~time,~~ and ~~report~~Data ~~such~~Protection ~~incidents to the Audit Committee when appropriate~~Officer.

The Company’s Chief Technology Officer, Aaron LaBerge, has served in various roles in information technology for over 25 years, including more than 20 years at The Walt Disney Company. Mr. LaBerge most recently served as President & Chief Technology Officer for Disney Entertainment and ESPN, where he was responsible for driving all technology and product development in support of the Walt Disney Company’s two media divisions and oversaw all cybersecurity functions, and prior to that he served as Executive Vice President and Chief Technology Officer for ESPN where he was also responsible for cybersecurity matters. Mr. LaBerge holds a B.A. in electrical and computer engineering from the University of South Carolina.

The Company’s Chief Information Security Officer, David Lingenfelter, has served in various roles in information technology and information security for over 25 years, including Security Risk Assessor, Security Policy Development, and Security Architect, as well as serving as Vice President of Information Security and Product Security Officer for large public companies. Mr. Lingenfelter has also contributed to the development and review of various security-related publications including the National Institute of Standards and Technology, the International Organization for Standardization, and the Cloud Security Alliance, has served in numerous roles on various cybersecurity-related advisory boards, and holds a B.S. in Electrical Engineering from Fairleigh Dickinson University.

The Company’s Chief Technology Officer and Chief Information Security Officer, in coordination with the Company’s Cyber Security Committee, work collaboratively across the Company to implement a program designed to protect the Company’s information systems from cybersecurity threats and designed to allow the Company to promptly respond to any cybersecurity incidents in accordance with the Company’s Security Incident Response Plan. To facilitate the success of this program, multidisciplinary teams throughout the Company are deployed to address cybersecurity threats and to respond to cybersecurity incidents in accordance with the Company’s incident response and recovery plans. Through the ongoing communications from these teams, the Chief Technology Officer, the Chief Information Security Officer, and the Company’s Cyber Security Committee monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents in real time, and report such incidents to the Audit Committee when appropriate.

To date, we do not believe cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations, or financial condition; however, we could experience a cybersecurity incident that materially affects us in the future. See Item 1A. Risk Factors, “Risks Related to our Information Systems and Technology” for additional discussion of cybersecurity risks to our business.

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ITEM 2.PROPERTIES

As detailed in Item 1. Business, “Operating Properties,” the majority of our facilities are subject to leases of the underlying real estate assets, which, among other things, includes the land underlying the facility and the buildings used in the operations of the casino and the hotel, if applicable. The following describes the principal real estate associated with our properties by reportable segment (all area metrics are approximate):

	Location	Description of Owned Real Property	Acreage of Land	Description of Leased Real Property	Acreage of Land
Northeast segment
Ameristar East Chicago	East Chicago, IN	—	—	Land, buildings, boat	22
Hollywood Casino Bangor	Bangor, ME	—	—	Land, racetrack, buildings	44
Hollywood Casino at Charles Town Races	Charles Town, WV	—	—	Land, racetrack, buildings	299
Hollywood Casino Columbus	Columbus, OH	—	—	Land, buildings	116
Hollywood Casino at Greektown	Detroit, MI	—	—	Land, buildings	8
Hollywood Casino Lawrenceburg	Lawrenceburg, IN	Land, buildings	3	Land, buildings, boat	105
Hollywood Casino Morgantown	Morgantown, PA	Building	—	Land	36
Hollywood Casino at PENN National Race Course	Grantville, PA	—	—	Land (1), racetrack, buildings	574
Hollywood Casino Perryville	Perryville, MD	—	—	Land, buildings	36
Hollywood Casino at The Meadows	Washington, PA	—	—	Land, racetrack, buildings	156
Hollywood Casino Toledo	Toledo, OH	—	—	Land, buildings	42
Hollywood Casino York	York, PA	—	—	Building	—
Hollywood Gaming at Dayton Raceway	Dayton, OH	—	—	Land, racetrack, buildings	120
Hollywood Gaming at Mahoning Valley Race Course	Youngstown, OH	—	—	Land, racetrack, buildings	193
Plainridge Park Casino	Plainville, MA	—	—	Land, racetrack, buildings	88
South segment
1st Jackpot Casino	Tunica, MS	—	—	Land (2), buildings, boat	136
Ameristar Vicksburg	Vicksburg, MS	—	—	Land, buildings, boat	74
Boomtown Biloxi	Biloxi, MS	—	—	Land (3), buildings, boat	26
Boomtown Bossier City	Bossier City, LA	—	—	Land, buildings, boat	22
Boomtown New Orleans	New Orleans, LA	—	—	Land, buildings, boat	54
Hollywood Casino Gulf Coast	Bay St. Louis, MS	—	—	Land, buildings	579
Hollywood Casino Tunica	Tunica, MS	—	—	Land, buildings, boat	70
L’Auberge Baton Rouge	Baton Rouge, LA	Undeveloped land	311	Land, buildings, barge	99
L’Auberge Lake Charles	Lake Charles, LA	Undeveloped land	54	Land, buildings, barge	235
Margaritaville Resort Casino	Bossier City, LA	—	—	Land, buildings, barge	3318
West segment
Ameristar Black Hawk	Black Hawk, CO	—	—	Land, buildings	104
Cactus Petes and Horseshu	Jackpot, NV	—	—	Land, buildings	80
M Resort Spa Casino	Henderson, NV	—	—	Land, buildings	84
Zia Park Casino	Hobbs, NM	—	—	Land, racetrack, buildings	317
Midwest segment
Ameristar Council Bluffs	Council Bluffs, IA	—	—	Land, buildings, boat	59
Argosy Casino Alton	Alton, IL	Boat	—	Land, buildings	4
Argosy Casino Riverside	Riverside, MO	—	—	Land (4), buildings, barge	45
Hollywood Casino Aurora	Aurora, IL	—	—	Land, buildings, barge	2
Hollywood Casino Joliet	Joliet, IL	—	—	Land, buildings~~, barge~~	~~276~~310
Hollywood Casino at Kansas Speedway	Kansas City, KS	Land, buildings	101	—	—
Hollywood Casino St. Louis	Maryland Heights, MO	—	—	Land, buildings, barge	221
River City Casino	St. Louis, MO	—	—	Land (5), buildings, barge	83
Other
Freehold Raceway (6)	Freehold, NJ	Land, racetrack, buildings	51—	—	—
	Cherry Hill, NJ	Undeveloped land	10	—	—
Retama Park Racetrack (7)	Selma, TX	Undeveloped land	—	—	—
Sam Houston Race Park	Houston, TX	Land, racetrack, buildings	168	—	—
Sanford-Orlando Kennel Club (8)	Longwood, FL	Land, building	2	—	—
Valley Race Park	Harlingen, TX	Land, racetrack, buildings	71	—	—
			771		4,442
			720		4,461

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(1)Of which, 393 acres is undeveloped land surrounding Hollywood Casino at PENN National Race Course.

(2)Of which, 53 acres is wetlands.

(3)Of which, 3 acres is subject to the AR PENN Master Lease.

(4)Of which, 38 acres is subject to the AR PENN Master Lease.

(5)Of which, 24 acres is land surrounding River City Casino reserved for community and recreational facilities.

(6)Operations at Freehold Raceway ceased on December 28, 2024.

(7)The land, racetrack, and buildings used in the operations of Retama Park Racetrack are owned by the City of Selma, Texas.

(8)Simulcast racing operations.

We lease office and warehouse space in various locations outside of our operating properties, including 6,575 square feet of office space in Las Vegas, Nevada; 41,016 square feet of executive office and warehouse space in Wyomissing, Pennsylvania; 8179,~~929~~812 square feet of office space in Toronto, Ontario; 32,212 square feet of office space in Cherry Hill, New Jersey; 29,609 square feet of office space in Philadelphia, Pennsylvania; ~~22,049 square feet of office space in Hoboken, New Jersey;~~ 3,150 square feet of office space in Greenfield, Massachusetts; 4,016 square feet of office space in Gibraltar; and 10,000 square feet of warehouse space in Aurora, Illinois.

Our interests in the owned real property listed above (with the exception of the land, buildings, and racetracks, used in the operations of Hollywood Casino at Kansas Speedway, Retama Park Racetrack, and Hollywood Casino Morgantown, as well as the interests in the leased real property listed above) collateralize our obligations under our Amended Credit Facilities (as defined in the “Liquidity and Capital Resources” section of “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” below).

ITEM 3. LEGAL PROCEEDINGS

The Company is subject to various legal and administrative proceedings from time to time 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 currently does not believe that the final outcome of these matters will have a material adverse effect on its results of operations, financial position or cash flows. For a discussion of risks related to legal proceedings and contingencies, refer to “Item 1A. Risk Factors.”

ITEM 4.MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

Ticker Symbol and Holders of Record

Our common stock is quoted on the NASDAQ Global Select Market under the symbol “PENN.” As of February 2423, ~~2025~~2026, there were 1,~~469~~382 holders of record of our common stock.

Dividends

Since our initial public offering of common stock in May 1994, we have not paid any cash dividends on our common stock. We intend to retain all of our earnings to finance the development of our business, and thus, do not anticipate paying cash dividends on our common stock for the foreseeable future. Payment of any cash dividends in the future will be at the discretion of ~~our~~the Company’s Board of Directors (the “Board”) and will depend upon, among other things, our future earnings, operations and capital requirements, our general financial condition and general business conditions. In addition, our Amended Credit Facilities and senior unsecured notes limit, among other things, our ability to pay dividends. Future financing arrangements may also prohibit the payment of dividends under certain conditions.

Sales of Unregistered Equity Securities

We have not sold any equity securities during the year ended December 31, ~~2024~~2025 that were not previously disclosed in a quarterly report on Form 10-Q or a current report on Form 8-K that was filed during the year.

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Purchases of Equity Securities

On February 1, 2022, our Board ~~of Directors~~ authorized the repurchase of up to $750.0 million of our common stock from time to time on the open market or in privately negotiated transactions ~~(the “February 2022 Authorization”)~~. The repurchase authorization ~~expires~~expired on January 31, 2025. On December 6, 2022, our Board ~~of Directors~~ authorized an additional $750.0 million program for such repurchases, which ~~expires~~expired on December 31, 2025 (the “December 2022 Authorization”). ~~The~~On ~~Company~~October ~~utilized~~30, 2025, the ~~capacity~~Board ~~under~~approved a new $750.0 million share repurchase program (the ~~February~~“October ~~2022~~2025 Authorization”), ~~prior~~which tocommenced ~~effecting~~on ~~any~~January ~~repurchases~~1, ~~under~~2026 ~~the~~and expires on December ~~2022~~31, ~~Authorization~~2028. Stock repurchases, if any, will be funded using our available liquidity. The timing and amount of stock repurchases, if any, will depend on a variety of factors, including but not limited to, market conditions and corporate and regulatory considerations. During the year ended December 31, 2025, the Company repurchased 20,090,831 shares of its common stock at an average price of $17.64 per share.

WeThe ~~did~~following ~~not~~table ~~repurchase~~presents ~~any~~the total number of shares of our common stock that we repurchased during the fourth quarter of the year ended December 31, ~~2024.~~2025, Asthe ofaverage ~~December 31,~~price ~~2024~~paid per share, the ~~remaining~~number ~~availability~~of ~~under~~shares that we repurchased as part of our ~~December~~share ~~2022~~repurchase ~~Authorization~~program, ~~was~~and ~~$749.5~~the ~~million.~~approximate dollar value of shares that still could have been repurchased at the end of the applicable fiscal period pursuant to our share repurchase program:


(dollars in millions, except per share data)	Total Number of Shares Purchased (1)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Program (2)	Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Program (2)
October 1, 2025 - October 31, 2025	4,890,581	$	17.45	4,876,200	$	395.4
November 1, 2025 – November 30, 2025	7,461	$	15.98	—	$	395.4
December 1, 2025 - December 31, 2025	—	$	—	—	$	395.4
Total	4,898,042	$	17.44	4,876,200

(1)Includes 14,381 and 7,461 shares withheld to pay taxes due upon the vesting of employee restricted stock for the months ended October 31, 2025 and November 30, 2025, respectively.

(2)We initiated share repurchases under the December 2022 Authorization. Stock repurchases are funded using our available liquidity. The timing and amount of stock repurchases will depend on a variety of factors, including market conditions as well as corporate and regulatory considerations.

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Stock Performance Graph

The following graph compares the cumulative total shareholder return for the Company's Common Stock since December 31, ~~2019~~2020 to the total returns of the S&P 500 Index and the Russell 3000 Casino and Gambling Index. The comparative returns shown in the graph assumes the investment of $100 in the Company’s Common Stock, the S&P 500 Index, and the Russell 3000 Casino and Gambling Index on December 31, ~~2019~~2020.

	Period Ending December 31,
Index	~~2019~~2020		~~2020~~2021		~~2021~~2022		~~2022~~2023		~~2023~~2024		~~2024~~2025
PENN Entertainment, Inc.	$	100.00	$	~~337~~60.9103	$	~~202~~34.8639	$	~~116~~30.2013	$	~~101~~22.8095	$	7717.5408
S&P 500	$	100.00	$	~~118~~128.4071	$	~~152~~105.3940	$	~~124~~133.7910	$	~~157~~166.5940	$	~~197~~196.0216
Russell 3000 Casino and Gambling Index	$	100.00	$	~~115~~98.2054	$	~~113~~73.5375	$	8492.9681	$	~~106~~89.9232	$	~~102~~85.8984

A.Cumulative total return assumes reinvestment of all dividends paid during the measurement period.

B.The Company has not paid any cash dividends on its Common Stock during this period.

C.The index is reweighted daily using the market capitalization on the previous trading day.

D.If the last day of the applicable year is not a trading day, the preceding trading day is used.

E.Historical returns are not indicative of future returns.

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ITEM 6.RESERVED

ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of financial condition, results of operations, liquidity and capital resources should be read in conjunction with, and is qualified in its entirety by, our Consolidated Financial Statements and the notes thereto, included in this Annual Report on Form 10-K, and other filings with the Securities and Exchange Commission. This management’s discussion and analysis of financial condition and results of operations includes discussion as of and for the year ended December 31, ~~2024~~2025 compared to December 31, ~~2023~~2024. Discussion of our financial condition and results of operations as of and for the year ended December 31, ~~2023~~2024 compared to December 31, ~~2022~~2023 can be found in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2023~~2024, filed with the Securities and Exchange Commission on February 22 27, ~~2024~~2025.

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EXECUTIVE OVERVIEW

Our Business

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, ~~PENN Master Lease (prior to January 1, 2023),~~ and Pinnacle Master Lease (as such terms are defined in Note 11, “Leases” in the notes to our Consolidated Financial Statements and collectively referred to as the “Master Leases”).

~~Recent~~Realignment ~~Acquisitions,~~of ~~Dispositions,~~Digital ~~Development Projects, and Other~~Strategy

On ~~February~~November 176, ~~2023~~2025, wePENN ~~acquired~~announced the ~~remaining~~mutual ~~64%~~decision offor an early termination (the ~~outstanding~~“Termination ~~shares~~Agreement”) of ~~Barstool~~its ~~Sports~~Sportsbook Agreement for United States (“U.S.”) OSB with ESPN, Inc. and ESPN Enterprises Inc. (together, “~~Barstool~~ESPN”). ~~common~~Pursuant ~~stock~~to ~~not~~the ~~already~~Termination ~~owned~~Agreement, byPENN’s usexclusive right to use the ESPN BET trademark for OSB in the U.S. ended on December 1, 2025. As a ~~consideration~~result, we have realigned our digital focus to leverage the strength of ~~approximately~~our ~~$405~~U.~~5 million~~S. iCasino and Canadian operations, ~~which~~while iscontinuing ~~inclusive~~to use OSB to drive both the acquisition of ~~cash~~customers with significant lifetime value and ~~common~~unique ~~stock~~cross-sell ~~issuance,~~opportunities ~~repayment~~across ofPENN’s ~~Barstool~~retail ~~indebtedness~~and ofdigital ~~$23~~assets.~~8 million~~ On December 1, ~~transaction~~2025, ~~expenses~~we rebranded our OSB offering in the U.S. to theScore Bet. We have operated theScore Bet brand in Ontario since 2022, and ~~other~~our ~~purchase~~OSB ~~price~~product ~~adjustments~~ in ~~accordance~~both ~~with~~the ~~GAAP~~U.S. (and Canada now leverages connectivity with the ~~“Barstool~~theScore ~~Acquisition”)~~media app, which has approximately 4 million monthly active users across North America. ~~Prior~~PENN’s iCasino forward approach has clear long-term alignment to ~~the~~our ~~acquisition~~core business, wewhich ~~held~~focuses aon ~~36%~~cross-sell ~~ownership~~opportunities ~~interest~~across our ecosystem and enhanced connectivity to our PENN Play loyalty program. Our OSB offerings will continue to provide top of funnel acquisition and cross-sell opportunities for our Hollywood-branded iCasino, which ~~was~~will ~~accounted~~remain ~~for~~integrated ~~under~~into ~~the~~our ~~equity~~OSB ~~method~~product in states where legal, in addition to serving as a standalone iCasino app.

OnRecent ~~August 8,~~Development 2023, PENN entered into a Sportsbook Agreement (the “Sportsbook Agreement”) with ESPN, which provides for a long-term strategic relationship between PENN and ESPN relating to online sports betting in the United States. Pursuant to the Sportsbook Agreement, PENN rebranded its existing Barstool Sportsbook across all online platforms in the United States as ESPN BET (the “Sportsbook”) and oversees daily operations of the Sportsbook. In addition to the Sportsbook Agreement, on August 8, 2023, PENN and ESPN, Inc. entered into an Investment Agreement (the “Investment Agreement”) providing for the issuance to ESPN, Inc. of certain warrants to purchase shares of PENN common stock, and setting forth certain other governance rights of ESPN, Inc. See Note 12, “Commitments and Contingencies” in the notes to our Consolidated Financial Statements for additional information.Projects

On ~~August 8~~October 10, ~~2023~~2022, ~~we entered into a stock purchase agreement with David Portnoy (~~the ~~“Barstool~~Company ~~SPA”)~~announced ~~and~~its weintent ~~sold~~to ~~100%~~pursue offour ~~the~~new ~~outstanding~~development ~~shares~~projects, ofincluding ~~Barstool common stock. As a result of~~ the ~~Barstool SPA, we recognized a pre~~land-~~tax~~based ~~loss~~relocations onof ~~disposal~~Hollywood ofCasino ~~$923.2 million~~Joliet (~~inclusive~~“Joliet”) ~~of $714.8 million in goodwill~~ and ~~intangible~~Hollywood ~~assets~~Casino ~~write~~Aurora ~~offs~~(“Aurora”), ~~and~~ a ~~$70.0 million~~second ~~indemnification~~hotel ~~liability)~~tower ~~incurred~~at inM ~~the~~Resort ~~third~~Spa ~~quarter~~Casino ~~of 2023. See Note 5,~~ (“~~Acquisitions~~M ~~and Dispositions~~Resort”), and ~~Note~~a ~~18,~~new ~~“Fair~~hotel ~~Value~~at ~~Measurements”~~Hollywood inCasino ~~the~~Columbus ~~notes to our Consolidated Financial Statements. For information on the tax-related impacts from the Barstool transaction, see Note 13,~~ (“~~Income Taxes~~Columbus” ~~in the notes to our Consolidated Financial Statements~~).

34Subsequently, on February 21, 2023, as described in Note 11, “Leases” in the notes to the Consolidated Financial Statements, the Company and GLPI entered into a master development agreement (the “Master Development Agreement”) related to these development projects.

The Master Development Agreement provides that GLPI will fund (i) up to $225.0 million for the relocation of our riverboat casino and related developments with respect to Aurora (the “Aurora Project”); and (ii) upon our request, up to $130.0 million for the relocation of our riverboat casino and related developments with respect to Joliet (the “Joliet Project”), up to $150.0 million for the second hotel tower at M Resort (the “M Resort Project”), up to $70.0 million for the new hotel tower at Columbus (the “Columbus Project” and together with Joliet Project and M Resort Project, the “Other Development Projects,” and together with the Aurora Project, referred to as the “PENN Development Projects”), all within accordance with certain terms and conditions set forth in the Master Development Agreement. GLPI has committed up to $225.0 million in funding for the Aurora Project at a 7.75% cap rate, which we are required to draw and the funding will be structured as rent under the 2023 Master Lease (as described in Note 11, “Leases” in the notes to the Consolidated Financial Statements). Rent within the 2023 Master Lease will also increase by a percentage, based on the then-current GLPI stock price, of any project funding received by PENN from GLPI for the Other Development Projects. The PENN Development Projects still under construction are all subject to necessary regulatory and other government approvals.

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OnThe ~~February~~Joliet ~~21,~~Project ~~2023,~~to asrelocate ~~described~~its inriverboat ~~Note~~casino ~~11,~~operations ~~“Leases” in the notes~~ to ~~our~~a ~~Consolidated Financial Statements~~new, state-of-the-art ~~Company~~land-based ~~and~~facility ~~GLPI~~opened ~~entered~~on ~~into~~August an11, ~~agreement~~2025. toThe ~~amend~~best-in-class ~~and~~property ~~restate~~features ~~the~~approximately ~~triple net master lease dated November~~ 1,000 ~~2013~~slots ~~(the~~and ~~“AR~~43 ~~PENN~~live ~~Master~~table ~~Lease”)~~games, ~~effective~~including ~~January~~high-limit 1,slots ~~2023, to (i) remove the land~~ and ~~buildings~~table ~~for Hollywood Casino Aurora (“Aurora”)~~games, ~~Hollywood~~a ~~Casino~~baccarat ~~Joliet (“Joliet”)~~room, ~~Hollywood~~and ~~Casino~~a ~~Columbus~~retail ~~(“Columbus”),~~sportsbook. ~~Hollywood~~Its ~~Casino~~unique ~~Toledo~~bars ~~(“Toledo”),~~ and ~~the~~restaurants Minclude ~~Resort~~Sorellina ~~Spa~~by ~~Casino~~Giada ~~(“M~~De ~~Resort”),~~Laurentiis and ~~(ii)~~Boulevard ~~make~~Food ~~associated~~& ~~adjustments~~Drink toHall. ~~the~~Additional ~~rent~~features ~~after~~of ~~which~~ the ~~initial~~new ~~rent~~property ininclude ~~the~~an ARapproximately ~~PENN~~10,000 ~~Master~~square ~~Lease~~foot, ~~was~~all-ages ~~reset~~event tocenter ~~$284.1~~with ~~million~~meeting areas, ~~consisting~~and ofapproximately ~~$208.2~~1,330 ~~million~~parking ofspaces. ~~building~~On ~~base~~August ~~rent~~1, ~~$43.0~~2025, ~~million~~the ofCompany ~~land~~received ~~base~~the ~~rent~~full ~~and~~ $32130.9 0 million ofin ~~percentage~~committed ~~rent~~funding ~~(as~~from ~~such~~GLPI ~~terms~~for ~~are~~the ~~defined~~Joliet inProject, ~~the~~resulting ARin ~~PENN~~a ~~Master Lease)~~$10.1 million ~~The~~increase ARin ~~PENN~~annual ~~Master~~rent, ~~Lease remains~~ subject to annual ~~rent~~escalation ~~escalators~~pursuant ~~and~~to athe ~~percentage~~2023 ~~rent~~Master ~~reset every five years~~Lease.

~~Concurrent~~The ~~with~~Aurora ~~the~~Project ~~execution~~to ofrelocate ~~the~~its ARriverboat ~~PENN~~casino ~~Master~~operations ~~Lease,~~to ~~the~~a ~~Company~~new, ~~and~~land-based ~~GLPI~~facility ~~entered~~is ~~into~~expected ato ~~new~~open ~~master~~late ~~lease~~in (the ~~“2023~~second ~~Master~~quarter ~~Lease”),~~of ~~effective~~2026. ~~January~~The land-based casino will feature roughly 1,200 ~~2023~~gaming positions, ~~specific~~approximately to220 ~~the~~guest ~~properties~~rooms, ~~associated~~a ~~with~~retail ~~Aurora~~sportsbook, ~~Joliet,~~outdoor ~~Columbus,~~entertainment ~~Toledo~~area, Mfull-service ~~Resort~~spa, ~~Hollywood~~high-quality ~~Casino~~bars atand ~~The~~restaurants, ~~Meadows~~an ~~(“Meadows”)~~approximately ~~and~~12,000 ~~Hollywood~~square ~~Casino~~foot ~~Perryville~~event ~~(“Perryville”)~~center ~~and~~with ameeting ~~master~~areas, ~~development~~and ~~agreement~~approximately ~~(the~~1,700 ~~“Master~~parking ~~Development Agreement”)~~spaces. The ~~2023~~Aurora ~~Master~~Project ~~Lease~~included ~~terminated~~ the ~~individual~~transfer ~~triple~~of ~~net~~certain ~~leases~~parcels ~~associated~~of ~~with~~land ~~Meadows~~from ~~and~~the ~~Perryville.~~City ~~The~~of ~~2023~~Aurora, ~~Master~~and ~~Lease~~up ~~incurs~~to ~~a 1~~$50.5%0 million ~~fixed~~of ~~escalator~~the onproject ~~November~~will 1be offunded ~~each~~by ~~year,~~the ~~and~~city isthrough ~~also subject to~~ a ~~one-time~~new ~~increase~~bond ~~of $1~~issuance.4 ~~million~~As ~~effective~~of ~~November~~February 125, ~~2027.~~2026, ~~The~~we ~~2023~~have ~~Master~~neither ~~Lease~~requested ~~and~~nor ARreceived ~~PENN~~any ~~Master~~funding ~~Lease~~from ~~are~~GLPI ~~cross-defaulted,~~for ~~cross-collateralized,~~the ~~and~~Aurora ~~coterminous~~Project, ~~and~~while ~~subject~~the toCompany ahas ~~parent~~received ~~guarantee~~$29.3 million from the City of Aurora.

The ~~2023~~second ~~Master~~hotel ~~Lease~~tower ~~includes~~at aM ~~base~~Resort ~~rent~~opened ~~(the~~on ~~“2023~~December ~~Master~~1, ~~Lease Base Rent”) equal to $232~~2025.2 ~~million~~The ~~and~~M ~~the~~Resort ~~Master~~Project ~~Development~~added ~~Agreement~~375 ~~contains~~rooms ~~additional~~to ~~rent (together with~~ the ~~2023~~Company’s ~~Master~~property ~~Lease~~south ~~Base~~of ~~Rent,~~ the ~~“2023~~Las ~~Master~~Vegas ~~Lease~~Strip, ~~Rent”)~~bringing ~~equal~~its total to ~~(i)~~765 ~~7.75%~~rooms ~~of any project funding received by PENN from GLPI for an anticipated relocation of PENN’s riverboat casino~~ and ~~related~~suites. ~~developments~~Along with ~~respect to Aurora (~~the ~~“Aurora Project”) and (ii) a percentage~~rooms, ~~based on~~ the ~~then-current GLPI stock price, of any~~ project ~~funding~~includes ~~received~~expanded bymeeting ~~PENN~~space, ~~from~~updated ~~GLPI~~amenities, ~~for~~and ~~certain~~additional ~~anticipated~~local ~~development~~partnerships. ~~projects~~On ~~with~~November ~~respect to Joliet~~3, ~~Columbus~~2025, ~~and M Resort (~~the ~~“Other~~Company ~~Development~~received ~~Projects” and together with~~ the ~~Aurora~~full ~~Project, the “PENN Development Projects”)~~$150.0 million ~~The~~in ~~Master~~committed ~~Development~~funding ~~Agreement~~from ~~provides that~~ GLPI ~~will fund up to $225 million~~ for the ~~Aurora~~M ~~Project~~Resort ~~and~~Project, ~~upon~~resulting ~~our~~in ~~request,~~an ~~up to~~ $~~350~~ 11.7 million inincrease ~~the aggregate for the Other Development Projects,~~ in ~~accordance~~annual ~~with certain terms and conditions set forth in the Master Development Agreement. These funding obligations of GLPI expire on January 1~~rent, ~~2026.~~subject ~~We expect our new Joliet facility~~ to ~~open~~annual inescalation ~~the~~pursuant ~~fourth quarter of 2025, and the new hotel tower at the M Resort, the new Aurora facility, and the Columbus hotel tower~~ to ~~open in~~ the ~~first~~2023 ~~half~~Master ~~of 2026~~Lease.

WeThe ~~believe~~new ~~that~~hotel ~~our~~at ~~portfolio~~Columbus ofis ~~assets~~expected ~~provides us with the benefit of geographically-diversified cash flow from operations. We expect~~ to ~~continue~~open tolate ~~expand~~in ~~our gaming operations through~~ the ~~implementation~~second ~~and~~quarter ~~execution~~ of a2026. ~~disciplined~~The ~~capital~~hotel ~~expenditure~~is ~~program~~expected atto ~~our~~include ~~existing~~180 ~~properties~~rooms, ~~the~~meeting ~~pursuit~~space, ofan ~~strategic~~additional ~~acquisitions and investments~~restaurant, and ~~the~~local ~~development~~partnerships ofand ~~new gaming properties~~amenities. InWe ~~addition,~~did ~~the~~not ~~acquisition~~request ofor ~~theScore~~receive ~~and~~any ~~our~~funding ~~Sportsbook~~from ~~Agreement~~GLPI ~~with~~for ~~ESPN~~the ~~reflects~~Columbus ~~our~~Project, ~~strategy~~and ~~to continue evolving from the nation~~GLPI’s ~~largest~~funding ~~regional~~commitment ~~gaming~~expired ~~operator~~on toDecember ~~a best-in-class omni-channel provider of retail gaming~~31, ~~iCasino, and sports betting entertainment~~2025.

On April 24, 2025, the Company announced a development project to relocate its Ameristar Council Bluffs (“ACB”) riverboat casino operations to a new, land-based property to be rebranded as Hollywood Casino Council Bluffs (“HCCB”). Under the proposed plan, the new HCCB is expected to include roughly 125,000 square feet of new development with approximately 58,000 square feet of gaming space and more than 1,000 positions on a single level. The new facility will complement the existing retail sportsbook, 160-room hotel, and dining options in the landside portion of the current infrastructure. The project is anticipated to cost between $180.0 million and $200.0 million and is expected to open in late 2027 to early 2028. GLPI has committed to finance up to $150.0 million at a 7.1% cap rate, which may be structured at PENN’s option as either rent or a 5-year term loan that is prepayable at any time without penalty.

Strategic Overview

We believe that our portfolio of assets provides us with the benefit of geographically diversified cash flow from operations. We expect to continue to expand our gaming operations through the implementation and execution of a disciplined capital expenditure program at our existing properties, the pursuit of strategic acquisitions and investments, and the development of new gaming properties. Our sports media assets and proprietary online sports betting and iCasino technology reinforce our strategy to continue evolving from the nation’s largest regional gaming operator to a best-in-class omni-channel provider of retail gaming, iCasino, and sports betting entertainment. Additionally, our iCasino forward strategy with long-term alignment to our core business will focus on cross-sell opportunities across our ecosystem and enhanced connectivity to our PENN Play loyalty program.

Operating and Competitive Environment

Most of our properties operate in mature, competitive markets. We expect the majority of our future growth to come from our ~~online~~OSB ~~sports betting~~ and iCasino businesses; improvements, expansions, or relocations of our existing properties; entrance into new jurisdictions or verticals; expansions of gaming in existing jurisdictions; strategic investments and acquisitions; and cross-sell opportunities between our retail gaming, ~~online sports betting~~OSB, and iCasino businesses. Our portfolio is comprised largely of well-maintained regional gaming facilities, which has allowed us to develop what we believe to be a solid base for future growth opportunities.

We continuously adjust operations, offerings, and cost structures to reflect changing economic conditions, as well as consumer demand and behaviors. We also continue to focus on revenue and cost synergies from recent acquisitions, technology enhancements, and providing customers with additional gaming and entertainment experiences through our differentiated omni-channel strategy. We seek to grow our customer database and PENN Play loyalty program through our online sports betting and iCasino businesses, the development of new properties, the expansion of existing properties and other business lines, and through partnerships with third-party partners, such as The Kroger Company, Ticketmaster Entertainment, LLC, Norwegian Cruise Line Holdings Ltd., Live Nation Entertainment, Inc., and Choice Hotels International, Inc. In addition, our strategic acquisitions (e.g. theScore) and strategic relationships (e.g. our Sportsbook Agreement with ESPN), are expected to allow us to acquire new customers, expand our player database, and provide additional revenue streams, all in furtherance of our omnichannel strategy. 37

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~~sports~~We continuously adjust operations, offerings, and ~~third-party~~cost ~~internet~~structures orto ~~mobile-based~~reflect ~~gaming~~changing ~~platforms~~economic conditions, ~~including~~as ~~both~~well ~~legal~~as consumer demand and ~~illegal~~behaviors. ~~iCasino~~We also continue to focus on technology enhancements and ~~sports~~providing ~~betting~~customers ~~operations~~with additional gaming and entertainment experiences through our differentiated omni-channel strategy. ~~See~~We ~~the~~seek ~~“Segment~~to ~~comparison~~grow our customer database and PENN Play loyalty program through our iCasino and OSB businesses, the development of new properties, the ~~years~~expansion ~~ended~~of ~~December~~existing 31properties and other business lines, ~~2024~~and through partnerships with third-party partners, such as Shake Shack Inc., Ticketmaster Entertainment, LLC, Norwegian Cruise Line Holdings Ltd., Live Nation Entertainment, Inc., and ~~2023”~~Choice ~~section~~Hotels ~~below~~International, ~~for~~Inc. ~~discussions~~In onaddition, we believe that our ~~results~~online ofgaming ~~operations~~offerings, bycombined ~~reportable~~with ~~segment~~other strategic relationships we have, or may develop in the future, should enable us to acquire new customers, expand our player database, and provide additional revenue streams that enhance our omnichannel strategy.

Key Performance Indicators

In our business, revenue is driven by discretionary consumer spending. We have no certain mechanism for determining why consumers choose to spend more or less money at our properties or on our online offerings from period-to-period; therefore, we are unable to quantify a dollar amount for each factor that impacts our customers’ spending behaviors. However, based on our experience, we can generally offer some insight into the factors that we believe are likely to account for such changes and which factors may have a greater impact than others. For example, decreases in discretionary consumer spending have historically been brought about by actual or perceived weakened general economic conditions, such as recessions, inflation, rising interest rate environments, tight credit conditions, high unemployment levels, higher income taxes, low levels of consumer confidence, weakness in the housing market, high fuel or other transportation costs, ~~low consumer confidence,~~ global hostilities, political or social unrest, and the effects of pandemics. In addition, visitation and the volume of play have historically been negatively impacted by significant construction surrounding our properties, adverse regional weather conditions, and natural disasters. In all instances, such insights are based solely on our judgment and professional experience, and no assurance can be given as to the accuracy of our judgments.

The majority of our revenues is gaming revenue, which is highly dependent upon the volume and spending levels of customers at our properties. Our gaming revenue is derived primarily from slot machines (which represented approximately 86%, 8586%, and 8485% of our gaming revenue in ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, respectively) and, to a lesser extent, table games, ~~online sports betting~~OSB, and iCasino. Aside from gaming revenue, our revenues are primarily derived from our hotel, dining, retail, commissions, program sales, admissions, concessions, and certain other ancillary activities, and our racing operations.

Key performance indicators related to gaming revenue are slot handle and table game drop, which are volume indicators, and “win” or “hold” percentage. Our typical property slot win percentage is in the range of approximately 5% to 11% of slot handle, and our typical table game hold percentage is in the range of approximately 12% to 2930% of table game drop.

Slot handle is the gross amount wagered during a given period. The win or hold percentage is the net amount of gaming wins and losses, with liabilities recognized for accruals related to the anticipated payout of progressive jackpots. Given the stability in our slot hold percentages on a historical basis, we have not experienced significant impacts to net income from changes in these percentages. For table games, customers usually purchase chips at the tables. The cash and markers (extensions of credit granted to certain credit-worthy customers) are deposited in the gaming table’s drop box. Table game hold is the amount of drop that is retained and recorded as gaming revenue, with liabilities recognized for funds deposited by customers before gaming play occurs and for unredeemed gaming chips. As we are primarily focused on regional gaming markets, our table game hold percentages are fairly stable as the majority of these markets do not regularly experience high-value play, which can lead to volatility in hold percentages. Therefore, changes in table game hold percentages do not typically have a material impact to our results of operations and cash flows.

Key performance indicators related to online gaming revenue, including online sports betting and iCasino, are handle, which is a volume indicator, and “win” or “hold” percentage. Our online sports betting win percentage is in the range of approximately 4.6% to 9.2% of online handle, online slot win percentage is in the range of approximately 4.5% to 4.9% of online slot handle, and our online table game hold percentage is in the range of approximately 1.6% to 2.2% of online table game handle.38

For online gaming, customers deposit cash into their online accounts for use in online sports betting and iCasino play. Liabilities are recognized for online player account funds that have not been withdrawn and for wagers that have been placed on events that have not yet occurred. Online sportsbook handle is the gross amount wagered during a given period. The win or hold percentage is the net amount of gaming wins and losses, with liabilities recognized for any bonus funds deposited into player accounts. Given that online sports betting wagers are made based on the outcomes of future sporting events, the win or hold percentage can vary based on the bet type (i.e. straight wagers vs. parlay wagers). Online slot handle is the gross amount wagered during a given period. The win or hold percentage is the net amount of gaming wins and losses, with liabilities recognized for accruals related to the anticipated payout of online progressive jackpots. Given the stability in our online slot hold percentages on a historical basis, we have not experienced significant impacts to the results of our operations or cash flows from changes in these percentages. Online table game hold is the amount of handle that is retained and recorded as gaming revenue. Our online table game hold percentages are fairly stable as we do not regularly experience high-value online play, which can lead to volatility in hold percentages. Given the stability in our online table game hold percentages on a historical basis, we have not experienced significant impacts to the results of our operations or cash flows from changes in these percentages.

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Key performance indicators related to online gaming revenue, including OSB and iCasino, are handle, which is a volume indicator, and “win” or “hold” percentage. Our OSB win percentage is in the range of approximately 4.6% to 9.8% of online handle and our iCasino win percentage is in the range of approximately 1.6% to 5.8% of online handle.

For online gaming, customers deposit cash into their online accounts for use in OSB and iCasino play. Liabilities are recognized for online player account funds that have not been withdrawn and for wagers that have been placed on events that have not yet occurred. Online sportsbook handle is the gross amount wagered during a given period. The win or hold percentage is the net amount of gaming wins and losses, with liabilities recognized for any bonus funds deposited into player accounts. Given that OSB wagers are made based on the outcomes of future sporting events, the win or hold percentage can vary based on the bet type (i.e., straight wagers vs. parlay wagers). Online slot handle is the gross amount wagered during a given period. The win or hold percentage is the net amount of gaming wins and losses, with liabilities recognized for accruals related to the anticipated payout of online progressive jackpots. Given the stability in our online slot hold percentages on a historical basis, we have not experienced significant impacts to the results of our operations or cash flows from changes in these percentages. Online table game hold is the amount of handle that is retained and recorded as gaming revenue. Our online table game hold percentages are fairly stable as we do not regularly experience high-value online play, which can lead to volatility in hold percentages. Given the stability in our online table game hold percentages on a historical basis, we have not experienced significant impacts to the results of our operations or cash flows from changes in these percentages.

Under normal operating conditions, our properties generate significant operating cash flow since most of our revenue is cash-based from slot machines and table games. Our business is capital intensive, and we rely on cash flow from our properties to generate sufficient cash to satisfy our obligations under the Triple Net Leases (as defined in “Liquidity and Capital Resources”), repay debt, fund maintenance capital expenditures, repurchase our common stock, fund new capital projects at existing properties and provide excess cash for future development and acquisitions. Additional information regarding our capital projects is discussed in “Liquidity and Capital Resources” below.

Reportable Segments

We have five reportable segments: Northeast, South, West, Midwest, and Interactive. 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~~OSB, online casino/iCasino, and social gaming (collectively referred to as “online gaming”) operations, management of retail sports betting, media, and the operating results of Barstool Sports, Inc. (“Barstool” or “Barstool Sports”) subsequent to the Barstool Acquisition on February 17, 2023 and prior to the Barstool divestiture on August 8, 2023 (as defined and discussed in Note 5, “Acquisitions and Dispositions” in the notes to our Consolidated Financial Statements).

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. For a listing of our gaming properties and VGT operations included in each reportable segment, see Note 2, “Significant Accounting Policies and Basis of Presentation” in the notes to our Consolidated Financial Statements.

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RESULTS OF OPERATIONS

The following table highlights our revenues, ~~net~~reportable ~~income~~segment (revenues, net loss), ~~and~~Consolidated Adjusted EBITDA, ~~on a consolidated basis, as well as our revenues~~ and Segment Adjusted EBITDAR ~~by reportable segment~~. Such segment reporting is consistent with how we measure our business and allocate resources internally. We consider net ~~income (~~loss) to be the most directly comparable financial measure calculated in accordance with generally accepted accounting principles in the United States (“GAAP”) to ~~Adjusted~~Consolidated ~~EBITDA and~~ Adjusted ~~EBITDAR~~EBITDA, which ~~are~~is a non-GAAP financial ~~measures~~measure. Refer to “~~Non-GAAP~~Reportable ~~Financial~~Segment Measures” below for the ~~definitions~~definition of Segment Adjusted ~~EBITDA,~~EBITDAR. ~~Adjusted~~Refer ~~EBITDA~~to ~~margin,~~“Non-GAAP ~~Adjusted~~Financial ~~EBITDAR,~~Measure” ~~and~~below ~~Adjusted~~for ~~EBITDAR~~the ~~margin;~~definition of Consolidated Adjusted EBITDA as well as a reconciliation of net ~~income (~~loss) to ~~Adjusted~~Consolidated ~~EBITDA and~~ Adjusted ~~EBITDAR and related margins~~EBITDA.

	For the year ended December 31,
(dollars in millions)	~~2024~~2025			~~2023~~2024			~~2022~~2023
Revenues:
Northeast segment	$	2,~~755~~769.72		$	2,~~738~~755.47		$	2,~~695~~738.94
South segment	1,~~169~~167.01			1,~~216~~169.40			1,~~314~~216.24
West segment	~~525~~543.32			~~528~~525.53			~~581~~528.95
Midwest segment	1,~~172~~181.24			1,172.62			1,~~159~~172.6
Interactive segment	~~959~~1,302.96			~~718~~959.89			~~663~~718.18
Other (1)	1918.65			2019.26			2120.32
Intersegment eliminations (2)	(2321.60)			(3223.06)			(3432.30)
Total	$	6,~~578~~961.10		$	6,~~362~~578.91		$	6,~~401~~362.79
Net income (loss)	$	(313.3)		$	(491.4)		$	221.7
Net loss	$	(845.3)		$	(313.3)		$	(491.4)
Adjusted EBITDAR:
Segment Adjusted EBITDAR (3):
Northeast segment	$	~~801~~795.0		$	~~831~~801.0		$	~~842~~831.50
South segment	~~433~~401.26			~~494~~433.12			~~548~~494.1
West segment	~~187~~197.56			~~204~~187.25			~~220~~204.12
Midwest segment	~~486~~474.86			~~496~~486.68			~~501~~496.26
Interactive segment	(~~499~~267.5)			(~~402~~499.5)			(74402.95)
Other (1)	(~~116~~139.75)			(~~110~~116.87)			(97110.68)
Total (3)	1,292.3			1,512.6			1,939.4
Rent expense associated with triple net operating leases (4)	(631.7)			(620.1)			(591.1)
Rent expense associated with triple net operating leases (4)	(620.1)			(591.1)			(149.6)
Consolidated Adjusted EBITDA (5)	$	830.1		$	672.2		$	921.5
Adjusted EBITDA	$	672.2		$	921.5		$	1,789.8
Net income (loss) margin	(4.8)		%	(7.7)		%	3.5		%
Adjusted EBITDAR margin	19.6		%	23.8		%	30.3		%
Adjusted EBITDA margin	10.2		%	14.5		%	28.0		%

(1)The Other category, included in the tables to reconcile the segment information to the consolidated information, consists of the Company’s stand-alone racing operations, namely Sanford-Orlando Kennel Club, Sam Houston and Valley Race Park, the Company’s joint venture ~~interests~~interest in Freehold Raceway (which ceased operations on December 28, 2024), and our management contract for Retama Park Racetrack. Expenses incurred for corporate and shared services activities that are directly attributable to a property or are otherwise incurred to support a property are allocated to each property. The Other category also includes corporate overhead ~~costs~~, which ~~consist~~consists of certain expenses, such as: payroll, professional fees, travel expenses, and other general and administrative expenses that do not directly relate to or have not otherwise been allocated. Corporate overhead ~~costs~~was ~~were~~ $~~104~~134.8 million, $~~106~~104.78 million, and $98106.57 million for the years ended December 31, 2025, 2024, and 2023, respectively. Corporate overhead for the year ended December 31, 2025 includes $22.4 million of legal and ~~2022~~advisory costs related to activist activity in connection with the Company’s 2025 annual meeting of shareholders held on June 17, ~~respectively~~2025 (the “2025 Annual Meeting”).

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

(3)~~The~~See ~~total~~definition ~~is a mathematical calculation derived from the sum~~ of ~~reportable~~“Segment ~~segments~~Adjusted ~~(as~~EBITDAR” ~~well~~within as the ~~Other category). As noted within~~ “~~Non-GAAP~~Reportable ~~Financial~~Segment Measures” ~~below,~~section ~~Adjusted EBITDAR, and the related margin, is presented on a consolidated basis outside the financial statements solely as a valuation metric~~below.

(4)~~For~~Pertains ~~the years ended December 31, 2024 and 2023, pertains~~ to the following operating leases: (i) AR PENN Master Lease; (ii) 2023 Master Lease; (iii) Margaritaville Lease; ~~and~~(for the period January 1, 2023 to December 3, 2025); (iv) Greektown Lease. (for the period January 1, 2023 to December 3, 2025); and (v) VICI Master Lease (beginning December 4, 2025).

~~For the year ended December 31, 2022, pertains to the operating lease components contained within the~~ (i5)See ~~PENN~~definition ~~Master~~of ~~Lease~~Consolidated ~~(specific~~Adjusted toEBITDA ~~the~~within ~~land and building components associated with~~ the ~~operations~~“Non-GAAP ofFinancial ~~Hollywood~~Measure” ~~Gaming~~section at Dayton Raceway and Hollywood Gaming at Mahoning Valley Race Course); (ii) Meadows Lease; (iii) Margaritaville Lease; (iv) Greektown Lease; and (v) Tropicana Lease (which terminated on September 26, 2022)below.

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Consolidated comparison of the years ended December 31, ~~2024~~2025 and ~~2023~~2024

Revenues

The following table presents our consolidated revenues:

	For the year ended December 31,						$ Change				% Change
(dollars in millions)	~~2024~~2025		~~2023~~2024		~~2022~~2023		~~2024~~2025 vs. ~~2023~~2024		~~2023~~2024 vs. ~~2022~~2023		~~2024~~2025 vs. ~~2023~~2024		~~2023~~2024 vs. ~~2022~~2023
Revenues
Gaming	$	5,~~169~~350.50	$	45,~~905~~169.85	$	54,~~201~~905.78	$	~~263~~180.75	$	~~(295~~263.9)7	53.45	%	(5.7)4	%
Food, beverage, hotel and other	1,408.6		1,457.1		1,200.0		(48.5)		257.1		(3.3)	%	21.4	%
Food, beverage, hotel, and other	1,611.0		1,408.6		1,457.1		202.4		(48.5)		14.4	%	(3.3)	%
Total revenues	$	6,~~578~~961.10	$	6,~~362~~578.91	$	6,~~401~~362.79	$	~~215~~382.29	$	~~(38~~215.8)2	35.48	%	(03.6)4	%

Gaming revenues for the year ended December 31, ~~2024~~2025 increased by $~~263~~180.75 million compared to the prior year, primarily due to an increase in online gaming revenues at our Interactive segment,. ~~partially~~This ~~offset~~increase bywas adue ~~decrease~~to iniCasino ~~gaming~~and ~~revenues~~online ~~within~~sports ~~our~~betting ~~South~~growth ~~segment.~~driven Inby ~~addition~~ongoing toproduct ~~severe~~enhancements ~~weather~~and ~~events~~decreased ~~negatively~~promotional ~~impacting~~expense. Additionally, the recent openings of our ~~South~~new ~~segment~~land-based ~~operations~~Joliet ~~during~~facility and the ~~third~~second ~~quarter,~~hotel ~~severe~~tower ~~weather~~at ~~affected~~M ~~weekends~~Resort ~~and~~contributed ~~holidays~~to ~~across~~increases ~~all~~in revenues within our ~~regional~~Midwest ~~property~~and West segments, ~~during~~respectively. ~~the~~Despite ~~first~~weather ~~quarter,~~events negatively impacting our ~~operations.~~Northeast ~~Furthermore~~segment, ~~retail~~its ~~gaming~~ revenues ~~decreased~~increased asby ~~new~~$8.6 ~~supply~~million ~~continues~~compared to ~~impact~~the ~~visitation~~prior year. Increases in ~~certain~~revenues ~~retail~~within ~~property~~our Northeast, Midwest, and West segments were partially offset by decreases within our South segment, where new supply continues to impact visitation.

Food, beverage, hotel, and other revenues for the year ended December 31, ~~2024~~2025 ~~decreased~~increased by $48202.54 million compared to the prior year, primarily due to ~~the~~an ~~inclusion~~increase ofin ~~100%~~gaming oftax ~~the~~reimbursement ~~operating~~amounts ~~results~~related ofto ~~Barstool~~third-party ~~subsequent~~online tosports ~~the~~betting ~~Barstool~~and/or ~~Acquisition~~iCasino onpartners ~~February~~for ~~17,~~online ~~2023~~sports betting and ~~prior~~iCasino market access of $152.7 million compared to the ~~Barstool~~prior ~~disposal~~year. onOur ~~August~~South 8segment’s food, ~~2023~~beverage, inhotel, ~~the~~and ~~prior~~other ~~year.~~revenues ~~Due~~increased compared to the ~~Barstool~~prior ~~disposal~~year, ~~the~~reflecting ~~current~~higher ~~year~~room ~~does~~availability ~~not~~and ~~include~~guest ~~any~~traffic ~~Barstool~~following ~~revenues.~~the ~~This~~completion ~~was~~of ~~offset~~room byrenovations anand ~~increase~~remodeling at certain properties in ~~gaming~~2025, ~~tax~~as ~~amounts~~well ~~related~~as tothe ~~third-party~~reopening ~~online~~of ~~sports~~select ~~betting~~dining ~~and/or~~venues. ~~iCasino~~Additionally, ~~partners~~the ~~for~~recent ~~online~~openings ~~sports~~of ~~betting~~our new land-based Joliet facility and ~~iCasino~~the ~~market~~second ~~access~~hotel oftower ~~$45.2~~at ~~million~~M ~~compared~~Resort contributed to ~~the~~increases ~~prior~~in ~~year~~revenues within our Midwest and West segments, respectively, as discussed above.

See “Segment comparison of the years ended December 31, ~~2024~~2025 and ~~2023~~2024” below for more detailed explanations of the fluctuations in revenues.

Operating expenses

The following table presents our consolidated operating expenses:

	For the year ended December 31,						$ Change				% Change
(dollars in millions)	~~2024~~2025		~~2023~~2024		~~2022~~2023		~~2024~~2025 vs. ~~2023~~2024		~~2023~~2024 vs. ~~2022~~2023		~~2024~~2025 vs. ~~2023~~2024		~~2023~~2024 vs. ~~2022~~2023
Operating expenses
Gaming	$	3,~~429~~446.04	$	23,~~989~~429.40	$	2,~~864~~989.4	$	~~439~~17.64	$	~~125~~439.06	140.75	%	414.47	%
Food, beverage, hotel, and other	~~985~~1,162.52		~~1,011~~985.45		~~767~~1,011.24		~~(25~~176.9)7		~~244~~(25.29)		(217.6)9	%	31(2.86)	%
General and administrative	1,~~568~~633.48		1,~~563~~568.4		1,~~110~~563.4		565.04		~~453~~5.0		04.32	%	400.83	%
Depreciation and amortization	~~433~~446.69		~~435~~433.16		~~567~~435.51		(113.5)3		(~~132~~1.45)		~~(0.~~3).1	%	(230.3)	%
Impairment losses	89945.13		~~130~~89.61		~~118~~130.26		~~(41~~856.5)2		12(41.45)		~~(31~~960.8)9	%	10(31.58)	%
Loss on disposal of Barstool	—		~~923.2~~—		—923.2		~~(923.2)~~—		(923.2)		N/M		N/M
Total operating expenses	$	67,~~505~~634.6	$	76,~~053~~505.16	$	57,~~427~~053.71	$	~~(547~~1,129.5)0	$	~~1,625~~(547.45)	(717.8)4	%	29(7.98)	%

N/M - Not meaningful

Gaming expenses consist primarily of gaming taxes, payroll, advertising, marketing and promotional, and other expenses associated with our gaming operations. Gaming expenses for the year ended December 31, ~~2024~~2025 increased by $~~439~~17.64 million compared to the prior year. For the year ended December 31, ~~primarily~~2025, ~~due~~gaming totaxes ~~costs~~increased ~~related~~at toour ~~the~~retail ~~Sportsbook~~properties ~~Agreement~~within our Northeast, West, and ~~Investment~~Midwest ~~Agreement~~segments, ~~with~~due ~~ESPN~~to ~~which~~an ~~commenced~~increase onin ~~August~~gaming 8revenues, ~~2023~~and ~~(see~~at ~~Note~~our 12Interactive segment, ~~“Commitments~~due ~~and~~to ~~Contingencies”~~an increase in ~~the~~online ~~notes~~gaming torevenue as discussed above. The increase was partially offset by a decrease in marketing expense at our ~~Consolidated~~Interactive ~~Financial~~segment ~~Statements)~~compared ~~and~~to ~~increased~~the ~~gaming~~prior ~~costs~~year. ~~driven~~In bythe ~~increased~~prior year period, we incurred additional marketing expenses to support our initial launch of ESPN BET ~~volumes~~within our Interactive segment.

Food, beverage, hotel, and other expenses consist primarily of payroll costs, costs of goods sold, and other costs associated with our food, beverage, hotel, retail, racing, and Interactive operations. Food, beverage, hotel, and other expenses for the year ended December 31, 2024 decreased $25.9 million compared to the prior year, primarily due to the inclusion of 41

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~~Barstool~~Food, ~~operating~~beverage, ~~expenses~~hotel, inand ~~the~~other ~~prior~~expenses ~~year~~consist ~~subsequent~~primarily toof ~~the~~payroll ~~Barstool~~costs, ~~Acquisition~~costs onof ~~February~~goods 17sold, ~~2023~~ and ~~prior~~other tocosts ~~the~~associated ~~Barstool~~with ~~disposal~~our onfood, ~~August~~beverage, 8hotel, ~~2023.~~retail, ~~Due~~racing, toand ~~the~~Interactive ~~Barstool~~operations. ~~disposal~~Food, ~~the~~beverage, ~~current~~hotel, ~~year~~and ~~does~~other ~~not include any Barstool operating~~ expenses. ~~The decrease~~ for the year ended December 31, ~~2024~~2025 ~~was~~increased ~~partially~~$176.7 ~~offset~~million bycompared anto ~~increase~~the prior year, primarily due to increases in gaming tax reimbursement amounts related to third-party online sports betting and/or iCasino partners for online sports betting and iCasino market access.

General and administrative expenses include items such as compliance, facility maintenance, utilities, property and liability insurance, surveillance and security, and lobbying expenses, as well as all expenses for administrative departments such as accounting, purchasing, human resources, legal, and internal audit. General and administrative expenses also include stock-based compensation expense; pre-opening expenses; acquisition and transaction costs; gains and losses on disposal of assets; insurance recoveries, net of deductible charges; changes in the fair value of our contingent purchase price obligations; expense associated with cash-settled stock-based awards (including changes in fair value thereto); and rent expense associated with our triple net operating leases.

General and administrative expenses for the year ended December 31, ~~2024~~2025 increased by $565.04 million compared to the ~~corresponding~~ prior year, primarily due legal and advisory costs related to activist activity incurred in connection with the Company’s 2025 Annual Meeting of $22.4 million, an increase in ~~rent~~pre-opening ~~expense~~expenses ~~associated~~of ~~with~~$17.3 ~~triple~~million ~~net~~for ~~operating~~the ~~leases~~PENN Development Projects, and an increase in rent expense of $2911.06 million stemming ~~primarily~~ from ~~annual~~the ~~escalators~~2023 Master Lease lease modifications on ~~our~~August ~~triple~~1, ~~net~~2025 ~~operating~~and ~~leases.~~November ~~The~~3, ~~increase~~2025, ~~was~~as ~~offset~~well byas aannual ~~decrease~~escalators inon ~~stock-based~~our ~~compensation~~triple net operating leases.

~~Depreciation~~Impairment ~~and~~losses ~~amortization~~ for the year ended December 31, ~~2024~~2025 ~~decreased~~primarily relate to an impairment charge at our Interactive segment for goodwill of $1825.50 million ~~compared~~as toa result of an interim impairment assessment during the ~~corresponding~~third ~~prior~~quarter ~~year~~of 2025, an impairment charge at our ACB property for its trademark of $15.0 million as a result of an interim impairment assessment during the second quarter of 2025, an impairment charge at our South segment for goodwill of $7.0 million as a result of our annual impairment assessment during the fourth quarter of 2025, and impairment charges at our Northeast, South, and West segments for other intangible assets of $98.3 million as a result of our annual impairment assessment during the fourth quarter of 2025.

~~Impairment~~The ~~losses~~impairment ~~for~~of goodwill at our Interactive segment resulted from the ~~year~~Company’s ~~ended~~realignment ~~December 31,~~of ~~2024~~its ~~relate~~digital tofocus ~~impairment~~following ~~charges~~the ~~taken~~mutual ondecision for an early termination of our ~~goodwill~~Sportsbook Agreement with ESPN (as defined in Note 12, “Commitments and ~~other~~Contingencies”). ~~intangible~~The ~~assets~~impairment of ~~$12~~the trademark at our ACB property resulted from the strategic decision to rebrand ACB.3 ~~million~~The ~~and~~impairment ~~$76~~of goodwill in our South segment resulted from economic challenges in a specific operating region which led to reductions in long-term cash flow projections.8 ~~million~~Additionally, ~~respectively~~a former expansion of legislation in the market, asincreased asupply, ~~result~~and economic challenges resulted in reductions in long-term projections for certain of our ~~annual~~properties in our Northeast, South, and West segments, resulting in gaming license and trademark impairment ~~assessment~~charges ~~during~~at certain reporting units in those segments in 2025. See Note 8, “Goodwill and Other Intangible Assets” in the ~~fourth~~notes ~~quarter~~to ofthe ~~2024~~Consolidated Financial Statements for further discussion.

~~Increased~~During ~~competition~~the inyear ended December 31, 2024, we recorded impairment charges on our ~~South~~goodwill and ~~Midwest~~other ~~segments~~intangible ~~led~~assets toof ~~slight~~$12.3 ~~reductions~~million inand ~~long-term~~$76.8 million, ~~projections~~respectively, atas ~~some~~a result of our ~~properties~~annual ~~which~~impairment ~~resulted~~assessment induring ~~goodwill~~the ~~impairment~~fourth ~~charges~~quarter inof 2024.

Increased supply has led to reductions in long-term projections for certain of our properties in our Northeast and South segments, resulting in gaming license and trademark impairment charges at certain reporting units in both of those segments in 2024. Refer to Note 8, “Goodwill and Other Intangible Assets” in the notes to our Consolidated Financial Statements for further discussion of impairment charges.42

~~Loss~~Table ~~on disposal~~ of Barstool relates to the loss on the sale of 100% of the outstanding shares of Barstool to David Portnoy in exchange for nominal cash consideration as described in Note 5, “Acquisitions and Dispositions” in the notes to our Consolidated Financial Statements.Contents

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

	For the year ended December 31,						$ Change				% Change
(dollars in millions)	~~2024~~2025		~~2023~~2024		~~2022~~2023		~~2024~~2025 vs. ~~2023~~2024		~~2023~~2024 vs. ~~2022~~2023		~~2024~~2025 vs. ~~2023~~2024		~~2023~~2024 vs. ~~2022~~2023
Other income (expenses)
Interest expense, net	$	(~~470~~405.58)	$	(~~464~~470.75)	$	(~~758~~464.27)	$	(564.8)7	$	~~293.~~(5.8)	1(13.28)	%	~~(38~~1.7)2	%
Interest income	$	239.67	$	4023.36	$	1840.3	$	(1613.79)	$	22(16.07)	(4158.49)	%	~~120~~(41.24)	%
Income from unconsolidated affiliates	$	2837.17	$	2528.31	$	2325.73	$	29.86	$	12.68	1134.12	%	611.81	%
Gain on Barstool Acquisition, net	$	—	$	~~83.4~~—	$	—83.4	$	~~(83.4)~~—	$	(83.4)	N/M		N/M
Gain on REIT transactions, net	$	—3.3	$	~~500.8~~—	$	—500.8	$	~~(500~~3.8)3	$	(500.8)	N/M		N/M
Loss on early extinguishment of debt	$	(0.3)	$	—	$	(10.4)	$	(0.3)	$	10.4	N/M		N/M
Gain on financing arrangement	$	215.1	$	—	$	—	$	215.1	$	—	N/M		N/M
Other	$	5.3	$	5.5	$	(72.1)	$	(0.2)	$	77.6	(3.6)	%	N/M
Loss on early extinguishment of debt	$	(11.8)	$	(0.3)	$	—	$	(11.5)	$	(0.3)	N/M		N/M
Income tax benefit	$	28.0	$	8.2	$	46.4	$	19.8	$	(38.2)	241.5	%	(82.3)	%
Other	$	4.7	$	5.3	$	5.5	$	(0.6)	$	(0.2)	(11.3)	%	(3.6)	%
Income tax benefit (expense)	$	(24.6)	$	28.0	$	8.2	$	(52.6)	$	19.8	N/M		241.5	%

N/M - Not meaningful

Interest expense, net ~~increased~~decreased by $64.7 million for the year ended December 31, ~~2024~~2025, as compared to the prior year,. ~~due~~The prior year and the first quarter of 2025 included interest expense related to ~~overall~~the ~~increase~~Company’s financing arrangement, which is described in ~~interest~~further ~~rates~~detail onbelow ~~our~~in ~~Senior~~“Gain ~~Secured~~on ~~Credit~~financing ~~Facilities~~arrangement.” asAdditionally, ~~well~~capitalized asinterest related to the ~~Pinnacle~~PENN ~~Master~~Development ~~Lease~~Projects ~~rent~~increased ~~escalator~~from ~~effective~~the ~~May~~prior 1,year ~~2024~~period.

40Interest income decreased by $13.9 million for the year ended December 31, 2025, as compared to the prior year, primarily due to lower cash balances invested in our money market funds.

Income from unconsolidated affiliates relates principally to our investment in the Kansas Entertainment and Freehold Raceway joint venture. Operations at Freehold Raceway ceased on December 28, 2024. The change in income from the prior year is due to fluctuations in earnings from our investments in these unconsolidated affiliates.

Gain on REIT transactions, net relates to the derecognition of assets associated with the previously leased Joliet facility in connection with the 2023 Master Lease modification, effective August 1, 2025. See Note 11, “Leases” to our Consolidated Financial Statements for further discussion.

Gain on financing arrangement relates to a $215.1 million non-cash gain on a financing arrangement that we entered into in February 2021 with a third-party, which provided the Company with upfront and non-refundable cash proceeds while permitting us to participate in future proceeds on certain insurance coverage claims for economic losses PENN sustained due to the COVID-19 pandemic. During the first quarter of 2025, the Company determined that obligations under these claims are no longer probable and therefore recognized a non-cash gain related to this obligation comprised of cash proceeds received in 2021 of $72.5 million and $142.6 million of accreted non-cash interest. See Note 10, “Long-Term Debt” to the Consolidated Financial Statements for additional details.

Loss on early extinguishment of debt relates to the repurchases of the 2.75% convertible notes due 2026 (the “Convertible Notes”). See Note 10, “Long-term Debt” to our Consolidated Financial Statements for further discussion.

Other primarily relates to realized and unrealized gains and losses on equity securities held by PENN Interactive as well as miscellaneous income and expense items. The equity securities were sold in the second quarter of 2025.

Income tax expense for the year ended December 31, 2025 was $24.6 million, as compared to a $28.0 million benefit for the year ended December 31, 2024. Our effective tax rate (income taxes as a percentage of loss from operations before income taxes) was (3.0)% for the year ended December 31, 2025, as compared to 8.2% for the year ended December 31, 2024.

The change in the effective tax rate for the year ended December 31, 2025 compared to the prior year was primarily due to: (i) excluding certain foreign losses for which no tax benefit can be recognized in our worldwide effective tax rate calculation; (ii) non-deductible permanent items; (iii) state taxes; and (iv) changes to the valuation allowance. See Note 13, “Income Taxes” to the Consolidated Financial Statements for additional details.

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~~Interest~~Our effective income ~~decreased~~tax ~~for~~rate ~~the~~may ~~year~~vary ~~ended~~each ~~December 31,~~reporting ~~2024~~period depending on, asamong ~~compared~~other tofactors, the ~~prior~~geographic ~~year,~~and ~~primarily~~business ~~due~~mix of our earnings, changes to aour ~~decrease~~valuation inallowances, and the ~~amount~~level ~~invested~~of inour ~~money~~tax ~~market~~credits. ~~funds~~These and other factors, ~~which~~including weour ~~use~~history ~~for~~and ~~short~~projections ~~term~~of ~~investing~~pre-tax earnings, are considered in assessing the realizability of our net deferred tax assets.

~~Income~~On ~~from~~July ~~unconsolidated~~4, ~~affiliates~~2025, ~~relates~~the ~~principally~~One toBig ~~our~~Beautiful ~~investment~~Bill inAct ~~the~~(“OBBB”) ~~Kansas~~was ~~Entertainment~~enacted. ~~and~~The ~~Freehold~~impacts ~~Raceway~~were ~~joint~~limited ~~venture.~~to ~~Operations~~timing atdifferences, ~~Freehold~~including ~~Raceway~~bonus ~~ceased~~depreciation, onaccelerated ~~December~~research ~~28,~~and ~~2024.~~experimental ~~The~~expenses, ~~increase~~and utilization of ~~$2.8 million~~interest ~~for~~carryforwards, ~~the~~with ~~year~~no ~~ended~~material ~~December 31,~~effect ~~2024,~~on ~~compared~~the toCompany’s ~~the~~effective ~~corresponding~~tax ~~prior~~rate. The enactment lowered current year, iscash ~~due~~taxes, toand the ~~year~~resulting ~~ended~~current ~~December~~year ~~31,~~federal ~~2023~~net ~~including~~operating aloss ~~$4.1~~and ~~million~~tax ~~loss~~credit ~~for~~carryforwards ~~Barstool~~are ~~prior~~expected to ~~the~~be ~~Barstool~~fully ~~Acquisition~~utilized onin ~~February~~future ~~17, 2023~~periods.

~~Gain~~Segment oncomparison ~~Barstool Acquisition, net relates to the gain on our acquisition~~ of ~~all~~ the ~~outstanding~~years ~~shares~~ended ~~of Barstool common stock not already owned by us on February 17~~December 31, ~~2023~~2025 ~~as described in Note 5, “Acquisitions~~ and Dispositions” to our Consolidated Financial Statements. The gain consists of $66.5 million related to the remeasurement of our equity investment immediately prior to the acquisition date and $16.9 million related to the acquisition of the remaining 64% of Barstool common stock.2024

Gain on REIT transactions, net relates to the execution of both the AR PENN Master Lease and 2023 Master Lease on February 21, 2023, effective January 1, 2023, which resulted in the (i) derecognition of $1.6 billion of financing obligations and (ii) derecognition of $1.1 billion of Property and Equipment, net. In conjunction with entering into the 2023 Master Lease, the individual triple net leases associated with Meadows and Perryville were terminated which resulted in a $6.5 million loss from the derecognition of right-of-use assets and lease liabilities. See Note 11, “Leases” to our Consolidated Financial Statements for additional details on both of these transactions.

Loss on early extinguishment of debt relates to the repricing of the Senior Secured Credit Facilities on December 4, 2024. See Note 10, “Long-term Debt” to our Consolidated Financial Statements for further discussion.

Other primarily relates to realized and unrealized gains and losses on equity securities held by PENN Interactive, unrealized gains and losses related to certain Barstool shares (prior to the Barstool Acquisition on February 17, 2023), as well as miscellaneous income and expense items. Equity securities were provided to the Company in conjunction with entering into multi-year agreements with sports betting operators for online sports betting and iCasino market access across our portfolio. For the year ended December 31, 2024, other income primarily consisted of dividend income of $4.4 million, offset by an unrealized holding loss of $0.1 million. For the year ended December 31, 2023 other income primarily consisted of dividend income of $10.8 million, offset by an unrealized holding loss of $6.4 million.

Income tax benefit for the year ended December 31, 2024, was $28.0 million, as compared to $8.2 million for the year ended December 31, 2023. Our effective tax rate (income taxes as a percentage of income from operations before income taxes) was 8.2% for the year ended December 31, 2024, as compared to 1.7% for the year ended December 31, 2023.The effective tax rates for both 2024 and 2023 are not correlated to the amount of our loss before income taxes due to the foreign losses for which no benefit was recognized and the impact of the significant nondeductible losses sustained from the Barstool divestiture, respectively. The Company’s effective tax rate in the current year is lower than the federal statutory rate of 21%, primarily because of nondeductible compensation and an increase in the valuation allowances on both foreign and certain state losses that are more likely than not to be utilized before expiring, as discussed in Note 5, “Acquisitions and Dispositions” and Note 13, “Income Taxes.”

Accordingly, the Company increased the valuation allowance by $61.1 million during 2024 on foreign and certain state and deferred tax assets and $179.0 million in 2023 for the capital loss carryforward generated from the Barstool divestiture transaction and for certain foreign and state deferred tax assets that are not more likely than not to be realized, resulting in an increase to income tax expense. See Note 13, “Income Taxes” to our Consolidated Financial Statements for further discussion.

Our effective income tax rate can vary each reporting period depending on, among other factors, the geographic and business mix of our earnings, changes to our valuation allowance, and the level of our tax credits. Certain of these and other factors, including our history and projections of pre-tax earnings, are considered in assessing our ability to realize our net deferred tax assets.

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Segment comparison of the years ended December 31, 2024 and 2023

Northeast Segment

	For the year ended December 31,									$ Change				% / bps Change
(dollars in millions)	~~2024~~2025			~~2023~~2024			~~2022~~2023			~~2024~~2025 vs. ~~2023~~2024		~~2023~~2024 vs. ~~2022~~2023		~~2024~~2025 vs. ~~2023~~2024		~~2023~~2024 vs. ~~2022~~2023
Revenues:
Gaming	$	2,~~465~~473.06		$	2,~~451~~465.40		$	2,~~434~~451.04		$	138.6	$	1713.46	0.63	%	0.76	%
Food, beverage, hotel, and other	~~290~~295.76			~~287~~290.07			~~261~~287.90			34.79		253.17		1.37	%	91.63	%
Total revenues	$	2,~~755~~769.72		$	2,~~738~~755.47		$	2,~~695~~738.94		$	1713.35	$	4217.53	0.65	%	10.6	%
Adjusted EBITDAR	$	~~801~~795.0		$	~~831~~801.0		$	~~842~~831.50		$	(306.0)	$	(1130.50)	(30.67)	%	(13.46)	%
Adjusted EBITDAR margin	2928.17		%	3029.31		%	3130.3		%					(~~120~~40) bps		(~~100~~120) bps

The Northeast segment’s revenues for the year ended December 31, ~~2024~~2025 increased by $1713.35 million over the prior year, ~~primarily~~despite ~~due~~weather toevents ~~increases~~negatively inimpacting ~~gaming~~the ~~and~~segment. ~~non-gaming~~Increases ~~revenues~~in atrevenue ~~several~~were ofprimarily ~~our~~due ~~properties, as well as increased visitation~~ to ~~our~~an ~~food~~increase ~~and~~in ~~beverage~~gaming ~~outlets~~revenues, ~~offset~~particularly byslots ~~a reduction in gaming~~ revenues, atas ~~several~~well ofas ~~our~~an ~~properties~~increase ~~due~~ to ~~increased~~food ~~competition~~and beverage revenue.

For the year ended December 31, ~~2024~~2025 the Northeast segment’s Adjusted EBITDAR decreased by $306.0 million as compared to the prior year, and Adjusted EBITDAR margin decreased to 2928.17%, primarily due to ~~the~~increases ~~reversal~~in ~~of certain accrued~~ gaming taxes inand ~~the~~general ~~prior~~and ~~year~~administrative ~~and~~expenses. ~~increased~~Severe ~~labor~~weather ~~costs~~events in the ~~current~~fourth ~~year~~quarter of 2025 also negatively impacted our operations.

South Segment

	For the year ended December 31,									$ Change				% / bps Change
(dollars in millions)	~~2024~~2025			~~2023~~2024			~~2022~~2023			~~2024~~2025 vs. ~~2023~~2024		~~2023~~2024 vs. ~~2022~~2023		~~2024~~2025 vs. ~~2023~~2024		~~2023~~2024 vs. ~~2022~~2023
Revenues:
Gaming	$	~~904~~877.12		$	~~950~~904.31		$	~~1,050~~950.73		$	(4626.29)	$	(~~100~~46.42)	(43.90)	%	(94.69)	%
Food, beverage, hotel, and other	~~264~~289.9			~~266~~264.19			~~263~~266.51			(125.2)0		2(1.62)		(09.5)4	%	1.(0.5)	%
Total revenues	$	1,~~169~~167.01		$	1,~~216~~169.40		$	1,~~314~~216.24		$	(471.49)	$	(9747.84)	(30.92)	%	(73.49)	%
Adjusted EBITDAR	$	~~433~~401.26		$	~~494~~433.12		$	~~548~~494.1		$	(6031.96)	$	(5460.09)	(127.3)	%	(912.93)	%
Adjusted EBITDAR margin	3734.14		%	4037.61		%	4140.76		%					(~~350~~270) bps		(~~110~~350) bps

The South segment’s revenues for the year ended December 31, ~~2024~~2025 decreased by $471.49 million over the prior year, primarily due to a decrease in gaming revenues as increased competition negatively impacted ~~visitation at~~ several of our properties, ~~and~~partially ~~severe~~offset ~~weather~~by ~~events~~an increase in ~~the~~revenue ~~first~~from ~~and~~non-gaming ~~third~~amenities. ~~quarter~~The ofdecrease ~~2024~~in ~~negatively~~gaming ~~impacted~~revenues ~~our~~was ~~operations.~~offset ~~Food~~by increased food, beverage, hotel, and other revenues, ~~decreased~~reflecting ~~primarily~~higher ~~due~~room toavailability ~~the~~and ~~acceleration~~guest oftraffic ~~hotel~~following ~~remodeling in~~ the ~~third~~completion ~~quarter~~ of ~~2024,~~room renovations and ~~the~~remodeling ~~negative~~at ~~weather~~certain ~~impact~~properties onin ~~operations~~2025, as ~~discussed~~well ~~above~~as the reopening of select dining venues.

For the year ended December 31, ~~2024~~2025, the South segment’s Adjusted EBITDAR decreased by $6031.96 million as compared to the prior year, and Adjusted EBITDAR margin decreased to 3734.14%, primarily due to the ~~decrease~~decreases in gaming revenues asdiscussed ~~described~~ above~~. Additionally~~, ~~the~~and ~~year~~increased ~~ended~~labor ~~December 31, 2023 was positively impacted by the receipt of $19~~costs.~~6 million in business interruption proceeds related to the loss experienced in 2020 due to Hurricane Laura.~~

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West Segment

	For the year ended December 31,									$ Change				% / bps Change
(dollars in millions)	~~2024~~2025			~~2023~~2024			~~2022~~2023			~~2024~~2025 vs. ~~2023~~2024		~~2023~~2024 vs. ~~2022~~2023		~~2024~~2025 vs. ~~2023~~2024		~~2023~~2024 vs. ~~2022~~2023
Revenues:
Gaming	$	~~366~~383.65		$	~~376~~366.56		$	~~387~~376.65		$	(916.9)	$	(119.19)	(24.6)	%	(2.96)	%
Food, beverage, hotel, and other	~~158~~159.7			~~152~~158.07			~~194~~152.30			61.70		~~(42~~6.3)7		40.46	%	~~(21~~4.8)4	%
Total revenues	$	~~525~~543.32		$	~~528~~525.53		$	~~581~~528.95		$	(317.2)9	$	(533.42)	(03.6)4	%	(90.26)	%
Adjusted EBITDAR	$	~~187~~197.56		$	~~204~~187.25		$	~~220~~204.12		$	~~(16~~10.7)1	$	(1516.97)	(85.2)4	%	(78.2)	%
Adjusted EBITDAR margin	3536.74		%	3835.67		%	3738.86		%					~~(290)~~70 bps		80(290) bps

The West segment’s revenues for the year ended December 31, ~~2024~~2025 ~~decreased~~increased by $317.29 million over the prior year, primarily due to ~~road~~increased ~~construction~~gaming ~~and~~revenues, ~~increased~~as ~~competition~~well ~~negatively~~as ~~impacting~~an ~~visitation~~increase atto ~~our~~food ~~West~~and ~~segment~~beverage ~~properties~~revenue. The year ended December 31, ~~partially~~2025 ~~offset~~also bybenefited anfrom ~~increase~~the inopening ~~food,~~of ~~beverage,~~the second hotel, ~~and~~tower ~~other~~at ~~revenues~~M Resort on December 1, 2025.

For the year ended December 31, ~~2024~~2025, the West segment’s Adjusted EBITDAR ~~decreased~~increased by $1610.71 million as compared to the prior year, and Adjusted EBITDAR margin ~~decreased~~increased to 3536.74%, primarily due to the ~~decreases~~increases in gaming revenues discussed above ~~and increased labor costs~~.

Midwest Segment

	For the year ended December 31,									$ Change				% / bps Change
(dollars in millions)	~~2024~~2025			~~2023~~2024			~~2022~~2023			~~2024~~2025 vs. ~~2023~~2024		~~2023~~2024 vs. ~~2022~~2023		~~2024~~2025 vs. ~~2023~~2024		~~2023~~2024 vs. ~~2022~~2023
Revenues:
Gaming	$	1,~~043~~051.6		$	1,~~046~~043.56		$	1,~~045~~046.95		$	(28.9)0	$	0(2.69)	(0.3)8	%	(0.13)	%
Food, beverage, hotel, and other	~~128~~129.68			~~126~~128.16			~~113~~126.71			21.52		122.45		2.0.9	%	102.90	%
Total revenues	$	1,~~172~~181.24		$	1,172.62		$	1,~~159~~172.6		$	(09.4)2	$	~~13.~~(0.4)	—0.8	%	~~1.1~~—	%
Adjusted EBITDAR	$	~~486~~474.86		$	~~496~~486.68		$	~~501~~496.26		$	(912.82)	$	(49.68)	(2.05)	%	(02.90)	%
Adjusted EBITDAR margin	4140.52		%	4241.45		%	4342.24		%					(90130) bps		(8090) bps

The Midwest segment’s revenues for the year ended December 31, ~~2024~~2025 ~~decreased~~increased by $09.42 million ~~over~~compared to the prior year, primarily due to aan ~~decrease~~increase in gaming revenues asdriven ~~severe~~by ~~weather events in~~ the ~~first~~relocation ~~quarter~~ of ~~2024~~Joliet ~~negatively~~from ~~impacted~~a ~~visitation.~~riverboat ~~The~~casino ~~decrease~~operation ~~was~~to ~~partially~~a ~~offset~~new byland-based anfacility ~~increase~~that inopened ~~food~~on ~~and~~August ~~beverage~~11, ~~revenues~~2025.

For the year ended December 31, ~~2024~~2025, the Midwest segment’s Adjusted EBITDAR decreased by $912.82 million as compared to the prior year, and Adjusted EBITDAR margin decreased to 4140.52%, primarily due to ~~the~~increases ~~decreases~~ in ~~gaming~~labor ~~revenues~~costs ~~discussed~~and ~~above~~general and ~~increased~~administrative ~~labor~~expenses. ~~costs~~Severe weather events in the fourth quarter of 2025 also negatively impacted our operations.

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Interactive Segment

	For the year ended December 31,									$ Change				% / bps Change
(dollars in millions)	~~2024~~2025			~~2023~~2024			~~2022~~2023			~~2024~~2025 vs. ~~2023~~2024		~~2023~~2024 vs. ~~2022~~2023		~~2024~~2025 vs. ~~2023~~2024		~~2023~~2024 vs. ~~2022~~2023
Revenues:
Gaming	$	~~390~~564.21		$	81390.12		$	~~283~~81.51		$	~~309~~173.19	$	~~(202~~309.4)1	~~381~~44.16	%	~~(71~~381.4)1	%
Food, beverage, hotel, and other	569.7			637.7			379.6			(68.0)		258.1		(10.7)	%	68.0	%
Food, beverage, hotel, and other(1)	738.5			569.7			637.7			168.8		(68.0)		29.6	%	(10.7)	%
Total revenues	$	~~959~~1,302.96		$	~~718~~959.89		$	~~663~~718.18		$	~~241~~342.17	$	55241.71	3335.57	%	833.45	%
Adjusted EBITDAR	$	(499.5)		$	(402.5)		$	(74.9)		$	(97.0)	$	(327.6)	N/M		N/M
Adjusted EBITDA	$	(267.5)		$	(499.5)		$	(402.5)		$	232.0	$	(97.0)	N/M		N/M
Adjusted EBITDAR margin	(52.0)		%	(56.0)		%	(11.3)		%					N/M		N/M
Adjusted EBITDA margin	(20.5)		%	(52.0)		%	(56.0)		%					N/M		N/M

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

N/M - Not meaningful

The Interactive segment’s revenues for the year ended December 31, ~~2024~~2025 increased by $~~241~~342.17 million, compared to the prior year, primarily due to an increase in gaming revenues and other revenues. Gaming revenues were positively impacted by angrowth ~~increase~~ in ~~gaming~~our ~~volume~~Hollywood-branded ~~compared~~iCasino ~~to the prior year, as 2024 contains a full year of ESPN BET operating results~~ and ~~lower~~theScore ~~promotional~~Bet ~~expenses.~~iCasino ~~The increase was partially offset by a decrease in other revenues~~apps, ~~of which $99.2 million relates to Barstool revenues subsequent to the Barstool Acquisition on February 17, 2023~~ and ~~prior~~higher toslot ~~the~~product ~~Barstool~~mix ~~disposal~~improving onhold ~~August 8, 2023 being included in the year ended December 31, 2023~~rates. ~~Due~~Online tosports ~~the~~betting ~~Barstool~~growth ~~disposal,~~was ~~the~~driven ~~current~~by ~~year~~ongoing ~~does~~product ~~not include any Barstool operating results~~enhancements. Other revenues are inclusive of gaming tax amounts related to third-party online sports betting and/or iCasino partners for online sports betting and iCasino market access of $~~435~~588.63 million, ~~$390.4~~for ~~million~~the year ended December 31, ~~and~~2025 compared to $~~251~~435.6 million for the ~~years~~year ended December 31, 2024~~, 2023, and 2022, respectively~~.

For the year ended December 31, ~~2024~~2025, the Interactive segment’s Adjusted ~~EBITDAR~~EBITDA ~~decreased~~and byAdjusted ~~$97.0~~EBITDA ~~million~~margin asincreased compared to the prior year, primarily due to the ~~decrease~~increase in ~~other~~gaming revenues, as discussed above, ~~as well as costs related to the Sportsbook Agreement~~ and ~~Investment~~a ~~Agreement~~decrease ~~with ESPN, which commenced on August 8, 2023. Adjusted EBITDAR margin increased primarily due to the increase~~ in ~~gaming~~marketing ~~revenues as discussed above~~expense.

Other

	For the year ended December 31,						$ Change				% / bps Change
(dollars in millions)	~~2024~~2025		~~2023~~2024		~~2022~~2023		~~2024~~2025 vs. ~~2023~~2024		~~2023~~2024 vs. ~~2022~~2023		~~2024~~2025 vs. ~~2023~~2024		~~2023~~2024 vs. ~~2022~~2023
Revenues:
Food, beverage, hotel, and other	$	1918.65	$	2019.26	$	2120.32	$	(01.61)	$	(10.16)	(35.06)	%	(53.20)	%
Total revenues	$	1918.65	$	2019.26	$	2120.32	$	(01.61)	$	(10.16)	(35.06)	%	(53.20)	%
Adjusted EBITDAR	$	(~~116~~139.75)	$	(~~110~~116.87)	$	(97110.68)	$	(522.98)	$	(135.29)	~~N/M~~19.5	%	~~N/M~~5.3	%

~~N/M~~Other consists of the Company’s stand-alone ~~Not~~racing ~~meaningful~~operations, as well as corporate overhead costs, which primarily includes certain expenses such as payroll, professional fees, travel expenses, and other general and administrative expenses that do not directly relate to or have not otherwise been allocated. Revenues decreased compared to the prior year, primarily due to fluctuations in racing revenues.

~~Other~~Corporate ~~consists~~overhead ofexpenses ~~the~~were ~~Company’s~~$134.8 million ~~stand-alone~~for ~~racing~~the ~~operations,~~year asended ~~well as corporate overhead costs~~December 31, ~~which~~2025 ~~primarily~~compared ~~includes~~to ~~certain~~$104.8 million ~~expenses~~for ~~such~~the asyear ~~payroll,~~ended ~~professional~~December ~~fees~~31, ~~travel~~2024. ~~expenses,~~Corporate ~~and~~overhead ~~other general and administrative~~ expenses ~~that~~for dothe ~~not~~year ~~directly~~ended ~~relate~~December 31, to2025 orinclude ~~have not otherwise been allocated~~$22.4 million ~~Revenues~~of ~~have~~legal ~~decreased~~and ~~slightly~~advisory ~~compared~~costs related to ~~the~~activist ~~prior~~activity ~~year,~~in ~~primarily~~connection ~~due~~with toour ~~fluctuations~~2025 inAnnual ~~racing revenues~~Meeting.

Changes in Adjusted EBITDAR for the year ended December 31, ~~2024~~2025 primarily relate to increased ~~labor~~general and administrative costs, ~~slightly~~inclusive ~~offset~~of bythe a$22.4 million ~~decrease~~of inlegal ~~general~~ and ~~administrative~~advisory costs as described above.

~~Non-GAAP Financial Measures~~46

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Reportable Segment Measures

Segment Adjusted EBITDAR is our measure of profit or loss for our reportable segments and underlying operating segments. We define Segment Adjusted EBITDAR as earnings before interest expense, net, interest income, income taxes, depreciation and amortization, 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 as described in Note 11, “Leases” to our Consolidated Financial Statements, non-cash gains/losses associated with partial and step acquisitions as measured in accordance with ASC Topic 805, “Business Combinations,” and other. Segment Adjusted EBITDAR excludes rent expense associated with triple net operating leases (which is a normal, recurring cash operating expense necessary to operate our business). Segment Adjusted EBITDAR is inclusive of income or loss from unconsolidated affiliates, with our share of non-operating items (such as interest expense, net, income taxes, depreciation and amortization, and stock-based compensation expense) added back for Barstool Sports (prior to our acquisition of the remaining 64% of Barstool common stock on February 17, 2023) and our Kansas Entertainment, LLC joint venture. Segment Adjusted EBITDAR margin is Segment Adjusted EBITDAR divided by related segment revenues.

Non-GAAP Financial Measure

Use and Definitions

In addition to GAAP financial measures, management uses ~~Adjusted~~Consolidated ~~EBITDA,~~ Adjusted ~~EBITDAR, Adjusted~~ EBITDA ~~margin, and Adjusted EBITDAR margin~~ as a non-GAAP financial ~~measures~~measure. ~~These~~This non-GAAP financial ~~measures~~measure should not be considered a substitute for, nor superior to, financial results and measures determined or calculated in accordance with GAAP. This non-GAAP financial measure is not calculated in the same manner by all companies and, accordingly, may not be an appropriate measure of comparing performance among different companies.

44We define Consolidated Adjusted EBITDA as earnings before interest expense, net, interest income, income taxes, depreciation and amortization, 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 business, non-cash gains/losses associated with REIT transactions as described in Note 11, “Leases” to our Consolidated Financial Statements, non-cash gains/losses associated with partial and step acquisitions as measured in accordance with ASC Topic 805, “Business Combinations,” and other. Consolidated Adjusted EBITDA is inclusive of income or loss from unconsolidated affiliates, with our share of non-operating items (such as interest expense, net, income taxes, depreciation and amortization, and stock-based compensation expense) added back for Barstool Sports (prior to our acquisition of the remaining 64% of Barstool common stock on February 17, 2023) and our Kansas Entertainment, LLC joint venture. Consolidated Adjusted EBITDA is inclusive of rent expense associated with our triple net operating leases with our REIT landlords. Although Consolidated Adjusted EBITDA includes rent expense associated with our triple net operating leases, we believe Consolidated Adjusted EBITDA is useful as a supplemental measure in evaluating the performance of our consolidated results of operations.

Consolidated Adjusted EBITDA has economic substance because it is used by management as a performance measure to analyze the performance of our business, and is especially relevant in evaluating large, long-lived casino-hotel projects because it provides a perspective on the current effects of operating decisions separated from the substantial non-operational depreciation charges and financing costs of such projects. We present Consolidated Adjusted EBITDA because it is used by some investors and creditors as an indicator of the strength and performance of ongoing business operations, including our ability to service debt, and to fund capital expenditures, acquisitions and operations. These calculations are commonly used as a basis for investors, analysts, and credit rating agencies to evaluate and compare operating performance and value companies within our industry. In order to view the operations of their casinos on a more stand-alone basis, gaming companies, including us, have historically excluded from their Consolidated Adjusted EBITDA calculations certain corporate expenses that do not relate to the management of specific casino properties. However, Consolidated Adjusted EBITDA is not a measure of performance or liquidity calculated in accordance with GAAP. Consolidated Adjusted EBITDA information is presented as a supplemental disclosure, as management believes that it is a commonly used measure of performance in the gaming industry and that it is considered by many to be a key indicator of the Company’s operating results.

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~~Each~~Reconciliation of ~~these non-~~GAAP ~~financial~~Financial ~~measures~~Measures isto ~~not~~Non-GAAP ~~calculated~~Financial ~~in the same manner by all companies and, accordingly, may not be an appropriate measure of comparing performance among different companies.~~Measure

WeThe ~~define~~following ~~Adjusted~~table ~~EBITDA~~includes asa ~~earnings~~reconciliation ~~before~~of ~~interest expense,~~ net, interest income, income taxes, depreciation and amortization, 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~~which ~~difference~~is ~~between~~determined ~~budget and actual expense for cash-settled stock-based awards, pre-opening expenses, loss on disposal of business, non-cash gains/losses associated with REIT transactions as described~~ in ~~Note 11, “Leases” to our Consolidated Financial Statements, non-cash gains/losses associated with partial and step acquisitions as measured in~~ accordance with ~~ASC Topic 805~~GAAP, “Business Combinations,” and other. Adjusted EBITDA is inclusive of income or loss from unconsolidated affiliates, with our share of non-operating items (such as interest expense, net, income taxes, depreciation and amortization, and stock-based compensation expense) added back for Barstool Sports (prior to ~~our~~Consolidated ~~acquisition of the remaining 64% of Barstool common stock on February 17, 2023) and our Kansas Entertainment, LLC joint venture.~~ Adjusted EBITDA ~~is inclusive of rent expense associated with our triple net operating leases with our REIT landlords. Although Adjusted EBITDA includes rent expense associated with our triple net operating leases~~, wewhich ~~believe Adjusted EBITDA~~ is ~~useful as~~ a ~~supplemental~~non-GAAP ~~measure~~financial ~~in evaluating the performance of our consolidated results of operations. We define Adjusted EBITDA margin as Adjusted EBITDA divided by consolidated revenues.~~measure:

Adjusted EBITDA has economic substance because it is used by management as a performance measure to analyze the performance of our business, and is especially relevant in evaluating large, long-lived casino-hotel projects because it provides a perspective on the current effects of operating decisions separated from the substantial non-operational depreciation charges and financing costs of such projects. We present Adjusted EBITDA because it is used by some investors and creditors as an indicator of the strength and performance of ongoing business operations, including our ability to service debt, and to fund capital expenditures, acquisitions and operations. These calculations are commonly used as a basis for investors, analysts, and credit rating agencies to evaluate and compare operating performance and value companies within our industry. In order to view the operations of their casinos on a more stand-alone basis, gaming companies, including us, have historically excluded from their Adjusted EBITDA calculations certain corporate expenses that do not relate to the management of specific casino properties. However, Adjusted EBITDA is not a measure of performance or liquidity calculated in accordance with GAAP. Adjusted EBITDA information is presented as a supplemental disclosure, as management believes that it is a commonly used measure of performance in the gaming industry and that it is considered by many to be a key indicator of the Company’s operating results.


	For the year ended December 31,
(dollars in millions)	2025		2024		2023
Net loss	$	(845.3)	$	(313.3)	$	(491.4)
Income tax expense (benefit)	24.6		(28.0)		(8.2)
Interest expense, net	405.8		470.5		464.7
Interest income	(9.7)		(23.6)		(40.3)
Income from unconsolidated affiliates	(37.7)		(28.1)		(25.3)
Gain on Barstool Acquisition, net	—		—		(83.4)
Gain on REIT transactions, net	(3.3)		—		(500.8)
Gain on financing arrangement	(215.1)		—		—
Loss on early extinguishment of debt	11.8		0.3		—
Other income	(4.7)		(5.3)		(5.5)
Operating income (loss)	(673.6)		72.5		(690.2)
Loss on disposal of Barstool	—		—		923.2
Stock-based compensation (1)	60.9		52.9		85.9
Cash-settled stock-based award variance (1)(2)	(12.9)		(18.7)		(13.8)
Loss on disposal of assets (1)	0.4		10.0		0.1

Pre-opening expenses (1)	17.3		—		—
Depreciation and amortization	446.9		433.6		435.1
Impairment losses (3)	945.3		89.1		130.6

Income from unconsolidated affiliates	37.7		28.1		25.3
Non-operating items of equity method investments (4)	4.5		4.4		7.4
Other expenses (1)(5)	3.6		0.3		17.9
Consolidated Adjusted EBITDA	$	830.1	$	672.2	$	921.5

We define Adjusted EBITDAR as Adjusted EBITDA (as defined above) plus rent expense associated with triple net operating leases (which is a normal, recurring cash operating expense necessary to operate our business). Adjusted EBITDAR is presented on a consolidated basis outside the financial statements solely as a valuation metric. Management believes that Adjusted EBITDAR is an additional metric traditionally used by analysts in valuing gaming companies subject to triple net leases since it eliminates the effects of variability in leasing methods and capital structures. This metric is included as a supplemental disclosure because (i) we believe Adjusted EBITDAR is traditionally used by gaming operator analysts and investors to determine the equity value of gaming operators and (ii) Adjusted EBITDAR is one of the metrics used by other financial analysts in valuing our business. We believe Adjusted EBITDAR is useful for equity valuation purposes because (i) its calculation isolates the effects of financing real estate; and (ii) using a multiple of Adjusted EBITDAR to calculate enterprise value allows for an adjustment to the balance sheet to recognize estimated liabilities arising from operating leases related to real estate. However, Adjusted EBITDAR when presented on a consolidated basis is not a financial measure in accordance with GAAP, and should not be viewed as a measure of overall operating performance or considered in isolation or as an alternative to net income because it excludes the rent expense associated with our triple net operating leases and is provided for the limited purposes referenced herein.

Adjusted EBITDAR margin is defined as Adjusted EBITDAR on a consolidated basis divided by revenues on a consolidated basis. Adjusted EBITDAR margin is presented on a consolidated basis outside the financial statements solely as a valuation metric. We further define Adjusted EBITDAR margin by reportable segment as Adjusted EBITDAR for each segment divided by segment revenues.

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Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures

The following table includes a reconciliation of net income (loss), which is determined in accordance with GAAP, to Adjusted EBITDA and Adjusted EBITDAR, which are non-GAAP financial measures, as well as related margins:

	For the year ended December 31,
(dollars in millions)	2024			2023			2022
Net income (loss)	$	(313.3)		$	(491.4)		$	221.7
Income tax benefit	(28.0)			(8.2)			(46.4)
Interest expense, net	470.5			464.7			758.2
Interest income	(23.6)			(40.3)			(18.3)
Income from unconsolidated affiliates	(28.1)			(25.3)			(23.7)
Gain on Barstool Acquisition, net	—			(83.4)			—
Gain on REIT transactions, net	—			(500.8)			—
Loss on early extinguishment of debt	0.3			—			10.4
Other (income) expense	(5.3)			(5.5)			72.1
Operating income (loss)	72.5			(690.2)			974.0
Loss on disposal of Barstool	—			923.2			—
Stock-based compensation (1)	52.9			85.9			58.1
Cash-settled stock-based award variance (1)(2)	(18.7)			(13.8)			(15.5)
Loss on disposal of assets (1)	10.0			0.1			7.9
Contingent purchase price (1)	(1.2)			1.9			(0.6)
Pre-opening expenses (1)	—			—			4.1
Depreciation and amortization	433.6			435.1			567.5
Impairment losses (3)	89.1			130.6			118.2
Insurance recoveries, net of deductible charges (1)	(5.5)			(13.9)			(10.7)
Income from unconsolidated affiliates	28.1			25.3			23.7
Non-operating items of equity method investments (4)	4.4			7.4			7.9
Other expenses (1)(5)	7.0			29.9			55.2
Adjusted EBITDA	672.2			921.5			1,789.8
Rent expense associated with triple net operating leases (1)	620.1			591.1			149.6
Adjusted EBITDAR	$	1,292.3		$	1,512.6		$	1,939.4
Net income (loss) margin	(4.8)		%	(7.7)		%	3.5		%
Adjusted EBITDA margin	10.2		%	14.5		%	28.0		%
Adjusted EBITDAR margin	19.6		%	23.8		%	30.3		%

(1) These items are included in “General and administrative” within the Company’s Consolidated Statements of Operations.

(2) Our cash-settled stock-based awards are adjusted to fair value each reporting period based primarily on the price of the Company’s common stock. As such, significant fluctuations in the price of the Company’s common stock during any reporting period could cause significant variances to budget on cash-settled stock-based awards.

(3) For the year ended December 31, ~~2024~~2025, impairment charges of $120.3 million and $825.0 million relate to our retail segments and Interactive segment, respectively. For the year ended December 31, 2024, impairment charges included $89.1 million in our Northeast, South, and Midwest segments. For the ~~years~~year ended December 31, 2023 ~~and 2022~~, impairment charges ~~relate~~related to ~~the~~our Northeast ~~segment~~Segment. See Note 8, “Goodwill and Other Intangible Assets.”

(4) ~~Consists~~For ~~principally~~the years ended December 31, 2025 and 2024, consists primarily of depreciation expense associated with our Kansas Entertainment joint venture. The year ended December 31, 2023 primarily consisted of interest expense, net, income taxes, depreciation and amortization, and stock-based compensation expense associated with Barstool prior to us acquiring the remaining 64% of Barstool common stock (see Note 5, “Acquisitions and Dispositions”) and our Kansas Entertainment joint venture.

(5) Consists primarily of non-recurring ~~acquisition and~~ transaction costs, ~~and~~insurance ~~finance~~recoveries, ~~transformation~~net ~~costs~~of ~~associated~~deductible ~~with~~charges, ~~the~~and ~~implementation~~prior ofto ~~our~~August ~~new~~1, ~~Enterprise~~2024, ~~Resource~~finance ~~Management~~transformation ~~system~~costs.

4648

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LIQUIDITY AND CAPITAL RESOURCES

Our primary sources of liquidity and capital resources have been and are expected to be cash flow from operations, borrowings from banks, and proceeds from the issuance of debt and equity securities. Our ongoing liquidity will depend on a number of factors, including available cash resources, cash flow from operations, acquisitions or investments, funding of construction for development projects, and our compliance with covenants contained under our debt agreements. We currently believe that our operating cash flow and other sources of liquidity, as described herein, will be sufficient to meet our liquidity needs on a short and long-term basis.

	For the year ended December 31,						$ Change				% Change
(dollars in millions)	~~2024~~2025		~~2023~~2024		~~2022~~2023		~~2024~~2025 vs. ~~2023~~2024		~~2023~~2024 vs. ~~2022~~2023		~~2024~~2025 vs. ~~2023~~2024		~~2023~~2024 vs. ~~2022~~2023
Net cash provided by operating activities	$	~~359~~508.32	$	~~455~~359.93	$	~~878~~455.29	$	~~(96~~148.6)9	$	(~~422~~96.36)	~~(21~~41.2)4	%	(4821.12)	%
Net cash used in investing activities	$	(~~541~~351.21)	$	(~~742~~541.62)	$	(~~258~~742.6)	$	~~201~~190.41	$	~~(484~~201.0)4	(2735.1)	%	~~187~~(27.21)	%
Net cash used in financing activities	$	(~~186~~165.56)	$	(~~262~~186.65)	$	(~~853~~262.06)	$	7620.19	$	~~590~~76.41	(2911.02)	%	(6929.20)	%

Operating Cash Flow

Trends in our operating cash flows tend to follow trends in operating income, excluding non-cash charges, but can be affected by changes in working capital, the timing of significant interest payments, tax payments or refunds, and distributions from unconsolidated affiliates. Net cash provided by operating activities ~~decreased~~increased by $96148.69 million for the year ended December 31, ~~2024~~2025 primarily due to aan ~~decrease~~increase in ~~our~~Adjusted ~~reportable~~EBITDAR ~~segments’~~from ~~Adjusted~~our ~~EBITDAR~~Interactive segment, partially offset by ~~changes~~a decrease in ~~working~~Segment ~~capital~~Adjusted ~~primarily~~EBITDAR ~~related~~from toour ~~gaming~~retail ~~receivables, accrued gaming taxes, and advanced payments and deposits~~operations. ~~Additionally, cash paid for interest and income taxes decreased compared to the prior year.~~

Investing Cash Flow

Cash used in investing activities for the year ended December 31, ~~2024~~2025 of $~~541~~351.21 million, primarily relates to capital expenditures of $~~482~~647.7 million, partially offset by proceeds of $280.0 million from sale-and-leaseback transactions in conjunction with our development projects. For the year ended December 31, ~~2023~~2024, cash used in investing activities ~~was primarily related to consideration paid for the Barstool Acquisition, net~~ of ~~cash acquired, of~~ $~~314~~541.62 million ~~and~~was primarily related to capital expenditures of $~~360~~482.07 million.

Capital Expenditures

Capital expenditures are accounted for as either project capital (new facilities or expansions) or maintenance capital (replacement) which is inclusive of projects such as our retail sportsbooks, our cashless, cardless and contactless technology, and hotel renovations. Cash provided by operating activities, as well as cash available under our Amended Revolving Credit Facility ~~and Revolving Facility~~, was available to fund our capital expenditures for the years ended December 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, as applicable.

Capital expenditures for the year ended December 31, ~~2024~~2025 were $~~482~~647.7 million, inclusive of $~~229~~239.43 million of ~~capital~~ maintenance capital expenditures and $~~253~~408.34 million of ~~capital~~ project capital expenditures. For the year ending December 31, ~~2025~~2026, our anticipated maintenance capital expenditures are approximately $~~244~~220.90 million, which ~~includes~~include capital expenditures required under our Triple Net Leases, which require us to spend a specified percentage of total revenues. Additionally for the year ending December 31, ~~2025~~2026, we anticipate ~~capital~~ project capital expenditures of $~~490~~225.90 million, the majority of which isare in connection with the PENN Development Projects pursuant to our Master Development Agreement with GLPI (as described in Note 11, “Leases” in the notes to our Consolidated Financial Statements). The Master Development Agreement provides that GLPI will fund up to $225.0 million for the Aurora Project and, upon PENN’s request, up to $350.0 million in ~~the~~ aggregate for the Other Development Projects, in accordance with certain terms and conditions set forth in the Master Development Agreement. The PENN Development Projects still under construction are all subject to necessary regulatory and other government approvals. On August 1, 2025, the Company received the full $130.0 million in committed funding from GLPI for the Joliet Project which opened on August 11, 2025, and on November 3, 2025, the Company received the full $150.0 million in committed funding from GLPI for the M Resort Project, which opened on December 1, 2025. We have neither requested nor received any funding from GLPI for the Aurora Project. We did not request or receive any funding from GLPI for the Columbus Project, and GLPI’s funding commitment expired on December 31, 2025.

~~Financing Cash Flow~~49

For the year ended December 31, 2024, net cash used in financing activities totaled $186.5 million compared to $262.6 million in net cash used in financing activities in the prior year. During the year ended December 31, 2024, net cash used in financing activities primarily related to $50.3 million in principal payments on our finance leases, $40.8 million in principal payments on our financing obligations, $37.5 million in principal debt repayments, $35.4 million in payments on insurance financing, as well as $30.5 million in indemnification payments.

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~~During~~Financing ~~the~~Cash year ended December 31, 2023, net cash used in financing activities of $262.6 million primarily related to $149.8 million of common stock repurchases, $47.1 million in principal payments on our finance leases, $39.2 million in principal payments on our financing obligations, and $37.5 million in principal debt repayments. Flow

For the year ended December 31, 2025, net cash used in financing activities totaled $165.6 million compared to $186.5 million in net cash used in financing activities in the prior year. During the year ended December 31, 2025, net cash used in financing activities primarily related to $354.4 million of common stock repurchases, $223.8 million of repurchases of our Convertible Notes, $53.4 million in principal payments on our finance leases, $43.5 million in principal payments on our financing obligations, $37.5 million in principal debt repayments, $31.1 million in payments on insurance financing, partially offset by net proceeds from our revolving credit facility of $570.0 million.

During the year ended December 31, 2024, net cash used in financing activities of $186.5 million primarily related to $50.3 million in principal payments on our finance leases, $40.8 million in principal payments on our financing obligations, $37.5 million in principal debt repayments, $35.4 million in payments on insurance financing, as well as $30.5 million in indemnification payments.

Debt Issuance and Other long-term Obligations

OnAt ~~May~~December 31, 32025, ~~2022~~we had $2.9 billion in aggregate principal amount of indebtedness, ~~the~~including ~~Company~~$2.0 ~~entered~~billion ~~into~~outstanding aunder ~~Second~~our Amended ~~and~~Credit ~~Restated~~Facilities, ~~Credit~~$106.7 ~~Agreement~~million ~~with~~outstanding ~~its~~under ~~various~~our ~~lenders~~Convertible ~~(the~~Notes, ~~“Second~~$400.0 million ~~Amended~~outstanding ~~and~~under ~~Restated~~our ~~Credit~~5.625% ~~Agreement”)~~Notes, $400.0 ~~The~~million ~~Second~~outstanding ~~Amended~~under our 4.125% Notes, and ~~Restated~~$8.6 million ~~Credit~~outstanding ~~Agreement~~in ~~provides~~other ~~for~~long-term aobligations. We had $1570.0 ~~billion~~ ~~revolving~~million ~~credit~~drawn ~~facility,~~on ~~undrawn~~our atAmended ~~close,~~Revolving Credit Facility. See definitions for (~~the~~i) “Amended Credit Facilities; (ii) 5.625% Notes; (iii) 4.125% Notes; and (iv) Amended Revolving Credit Facility~~”),~~ ain ~~five~~Note 10, “Long-~~year~~Term ~~$550.0 million~~Debt” ~~term~~in ~~loan~~the Anotes ~~facility~~to (the ~~“Amended~~Consolidated ~~Term~~Financial ~~Loan~~Statements. AThe ~~Facility”)~~Convertible ~~and~~Notes are scheduled to mature in 2026, however, the Company intends to refinance on a ~~seven~~long-~~year~~term $1basis.0 As of December ~~billion~~31, ~~term~~2025 ~~loan~~we Bhad ~~facility~~conditional ~~(the~~obligations ~~“Amended~~under ~~Term~~letters ~~Loan~~of Bcredit ~~Facility”)~~issued ~~(together,~~pursuant to the “Amended Credit Facilities”) with face amounts aggregating to $23.9 ~~The~~million ~~proceeds~~resulting ~~from~~in ~~the~~$406.1 million available borrowing capacity under our Amended Revolving Credit ~~Facilities~~Facility. ~~were~~As ~~used~~of toFebruary ~~repay~~25, 2026, the ~~existing~~Company ~~Term~~had ~~Loan~~$565.0 million Ain ~~Facility~~outstanding ~~and~~borrowings ~~Term~~under ~~Loan~~its ~~B-1~~Amended Revolving Credit Facility, ~~balances~~resulting in $411.1 million of available borrowing capacity.

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

At December 31, 2024, we had $2.8 billion in aggregate principal amount of indebtedness, including $1.5 billion outstanding under our Amended Credit Facilities, $330.5 million outstanding under our 2.75% unsecured convertible notes due 2026 (the “Convertible Notes”), $400.0 million outstanding under our 5.625% senior unsecured notes due 2027 (the “5.625% Notes”), $400.0 million outstanding under our 4.125% senior unsecured notes due 2029 (the “4.125% Notes”), and $210.5 million outstanding in other long-term obligations. No amounts were drawn on our Amended Revolving Credit Facility. We have no debt maturing prior to 2026. As of December 31, 2024 we had conditional obligations under letters of credit issued pursuant to the Amended Credit Facilities with face amounts aggregating to $20.9 million resulting in $979.1 million available borrowing capacity under our Amended Revolving Credit Facility. As of the date of this filing, the Company had $40.0 million in outstanding borrowings under its Amended Revolving Credit Facility, resulting in $939.1 million of available borrowing capacity.

Covenants

Our Amended Credit Facilities, 5.625% Notes, and 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 ~~AR PENN~~ Master ~~Lease, the 2023 Master Lease, PENN Master Lease (prior to January 1, 2023), and the Pinnacle Master Lease (all of which are defined in Note 11, “~~Leases~~” in the notes to our Consolidated Financial Statements), 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 December 31, ~~2024~~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 12 months following the date of filing this Annual Report on Form 10-K with the SEC.

See Note 10, “Long-term Debt” in the notes to our Consolidated Financial Statements for additional information of the Company’s debt and other long-term obligations.

Share Repurchase Authorizations

On ~~During~~December ~~the~~6, ~~second~~2022, ~~quarter~~the ofBoard ~~2023,~~authorized wean ~~completed~~additional ~~our~~ $750.0 million share repurchase ~~authorization~~program ~~approved~~(the by“December ~~the~~2022 ~~Board~~Authorization”), ofwhich ~~Directors~~expired on ~~February~~December 131, ~~2022~~2025. On October 30, 2025, the Board approved a new $750.0 million share repurchase program (the “~~February~~October ~~2022~~2025 Authorization”), which commenced on January 1, 2026 and expires on December 31, 2028. Repurchases by the Company are subject to available liquidity, general market and economic conditions, alternate uses for 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.

OnDuring the year ended December 31, 62025, ~~2022~~the Company repurchased 20,090,831 ashares ~~second~~of ~~share~~its ~~repurchase~~common ~~program~~stock ~~was~~in ~~authorized~~open market transactions for $354.4 million at an ~~additional~~average price of $~~750 million~~17.64 (per share under the “December 2022 Authorization”). The ~~December~~cost ~~2022~~of ~~Authorization~~all ~~expires~~repurchased onshares ~~December~~is 31recorded to “Treasury stock” within the Consolidated Balance Sheets.As of February 25, 2026, the remaining availability under our October 2025 Authorization was $750.0 million.

The Company utilized the capacity under the February 2022 Authorization prior to effecting any repurchases under the December 2022 Authorization. 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.50

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No shares of the Company’s common stock were repurchased during the year ended December 31, 2024. During the year ended December 31, 2023, the Company repurchased 5,438,221 shares of its common stock in open market transactions for $149.8 million at an average price of $27.54 per share under the February 2022 and December 2022 Authorizations. The cost of all repurchased shares is recorded to “Treasury stock” within the Consolidated Balance Sheets.

No shares of the Company’s common stock were repurchased subsequent to the year ended December 31, 2024. As of February 27, 2025, the remaining availability under our December 2022 Authorization was $749.5 million.

Other Factors Affecting Liquidity

ESPN BET Sportsbook Agreement

On ~~August~~November 85, ~~2023~~2025, PENN and ESPN entered into the ~~Sportsbook~~Termination Agreement, ~~with~~pursuant ~~ESPN~~to which ~~provides for a long-term strategic relationship between~~ PENN’s ~~and~~exclusive ~~ESPN~~right ~~relating~~ to ~~online~~use ~~sports betting in~~ the ~~United States. In November 2023, the existing Barstool Sportsbook was rebranded and launched across all online platforms in the United States as~~ ESPN BET, ~~which~~trademark ~~included~~for ~~our~~OSB ~~Hollywood~~in ~~Casino-branded integrated iCasino offering within~~ the ~~sportsbook app in select~~ U.S ~~jurisdictions~~. ~~The~~terminated ~~Sportsbook~~on ~~Agreement~~December ~~has~~1, ~~an initial 10-year term and may be extended for an additional ten years upon mutual agreement of PENN and ESPN~~2025. InThe ~~consideration~~company ~~for~~paid ~~the media marketing services and brand and other rights provided by ESPN, PENN will pay~~ $~~150~~155.06 million ~~per~~during the year inended ~~cash~~December 31, ~~pursuant~~2025 related to the Sportsbook Agreement. ~~for~~As ~~the~~of ~~initial~~December 31, ~~10-year~~2025, ~~term~~all ~~and~~outstanding ~~issue~~payment ~~warrants~~obligations ~~pursuant~~from PENN to ESPN under the ~~Investment~~Sportsbook Agreement ~~(see~~have been settled. See Note 12, “Commitments and Contingencies” in the notes to our Consolidated Financial Statements for additional information).

Triple Net Leases

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 the AR PENN Master Lease, 2023 Master Lease, ~~PENN Master Lease (prior to January 1, 2023),~~ and Pinnacle Master Lease (as such terms are defined in Note 11, “Leases” in the notes to our Consolidated Financial Statements, and collectively referred to as the “Master Leases”) with GLPI. We refer to the Master Leases, ~~Perryville~~VICI ~~Lease~~Master ~~(where applicable)~~Lease, ~~the~~Margaritaville ~~Meadows~~ Lease (~~where~~prior ~~applicable),~~to ~~the~~December ~~Margaritaville~~4, ~~Lease~~2025), ~~the~~ Greektown Lease, ~~the Tropicana Lease~~ (~~terminated~~prior ~~September~~to 26December 4, ~~2022~~2025), and ~~the~~ Morgantown Lease, collectively, as our “Triple Net Leases.” The Company’s Triple Net Leases are accounted for as either operating leases, finance leases, or financing obligations.

On ~~February~~December 214, ~~2023~~2025, the Company ~~and GLPI~~ entered into ~~the~~a ARtriple ~~PENN~~net ~~Master~~master ~~Lease,~~lease ~~effective~~with ~~January~~VICI 1,Properties ~~2023,~~Inc. (NYSE: VICI) (“VICI”) (“VICI Master Lease”) which amended and restated the ~~PENN~~Margaritaville ~~Master~~Lease and the Greektown Lease (both as defined in Note 11, “Leases” in the notes to (iour Consolidated Financial Statements) ~~remove~~into ~~the~~a ~~land~~single ~~and~~combined ~~buildings~~lease. ~~for~~The ~~Aurora,~~VICI ~~Joliet,~~Master ~~Columbus,~~Lease ~~Toledo,~~has ~~and~~an ~~the~~initial Mterm ~~Resort~~through May 23, ~~and~~2034, ~~(ii)~~with ~~make~~four ~~associated~~subsequent ~~adjustments~~five-year torenewal periods on the ~~rent~~same ~~after~~terms ~~which~~and conditions, exercisable at the ~~initial~~Company’s ~~rent~~option. inUpon ~~the~~execution ARof ~~PENN~~the VICI Master Lease, initial annual rent was ~~reset~~set toat $~~284~~80.17 million, ~~consisting~~representing ofthe ~~$208.2 million~~aggregate ofannual ~~building~~rent ~~base~~under ~~rent~~the Margaritaville Lease and the Greektown Lease in effect immediately prior to December 4, ~~$43~~2025.~~0 million~~ ofAnnual ~~land~~rent ~~base~~will ~~rent,~~increase ~~and~~by 1.0% to $3281.95 million ofeffective ~~percentage~~June ~~rent~~1, ~~(as~~2026 ~~such~~and, ~~terms~~thereafter, ~~are~~will ~~defined~~be insubject ~~the~~to ARan ~~PENN~~annual ~~Master~~escalator ~~Lease)~~of up to 1.0% ~~The~~each ARJune ~~PENN~~1, ~~Master~~depending ~~Lease~~on ~~remains~~a ~~subject~~minimum coverage floor ratio of Net Revenue to ~~annual~~Rent ~~rent~~to ~~escalators~~be ~~and~~determined aover ~~percentage~~the ~~rent~~performance ~~reset~~period ~~every~~from ~~five~~June ~~years~~1, 2025 to May 31, 2026 (as defined within the VICI Master Lease).

~~Concurrent~~Under ~~with~~our ~~the~~Triple ~~execution~~Net ofLeases, ~~the~~in ARaddition ~~PENN~~to ~~Master~~lease ~~Lease,~~payments for the ~~Company~~real ~~and~~estate ~~GLPI~~assets, ~~entered~~we ~~into~~are ~~the~~required ~~2023~~to ~~Master~~pay ~~Lease~~the following, ~~effective~~among ~~January~~other 1,things: ~~2023,~~(i) all ~~specific~~facility tomaintenance; (ii) all insurance required in connection with the leased properties ~~associated~~and ~~with~~the ~~Aurora,~~business ~~Joliet,~~conducted ~~Columbus,~~on ~~Toledo,~~the Mleased ~~Resort,~~properties; ~~Meadows,~~(iii) taxes ~~and~~levied ~~Perryville~~on ~~and~~or with respect to the ~~Master~~leased ~~Development~~properties ~~Agreement.~~(other ~~The~~than ~~2023~~taxes ~~Master~~on ~~Lease~~the ~~terminated~~income of the ~~individual~~lessor); ~~triple~~(iv) ~~net~~all ~~leases~~tenant ~~associated~~capital ~~with~~improvements; ~~Meadows~~and (v) all utilities and ~~Perryville.~~other ~~The~~services ~~2023~~necessary ~~Master~~or ~~Lease~~appropriate ~~incurs~~for athe ~~1.5%~~leased ~~fixed~~properties ~~escalator~~and the business conducted on ~~November~~the 1leased properties. As of ~~each~~December 31, ~~year~~2025, ~~and~~we isare ~~also~~required ~~subject~~ to amake ~~one-time~~total ~~increase~~annual minimum rent payments of $1986.43 million, of which $970.0 million ~~effective~~relates ~~November~~to 1,our ~~2027~~Triple Net Leases. ~~The~~Additionally, ~~2023~~our ~~Master~~Triple ~~Lease~~Net ~~and~~Leases ARare ~~PENN~~subject ~~Master~~to ~~Lease~~annual ~~are~~escalators ~~cross-defaulted,~~and ~~cross-collateralized~~periodic percentage rent resets, ~~coterminous~~as applicable. See Note 11, “Leases” in the notes to our Consolidated Financial Statements for further discussion and ~~subject~~disclosure related to athe ~~parent~~Company’s ~~guarantee~~leases.

The 2023 Master Lease includes the 2023 Master Lease Base Rent equal to $232.2 million 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 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 Other Development Projects. The Master Development Agreement provides that GLPI will fund up to $225 million for the Aurora Project and, upon PENN’s request, up to $350 million in the aggregate for the Other Development Projects, in accordance with certain terms and conditions set forth in the Master Development Agreement. These funding obligations of GLPI expire on January 1, 2026. We expect our new Joliet facility to open in the fourth quarter of 2025, and the new hotel tower at the M Resort, the new Aurora facility, and the Columbus hotel tower to open in the first half of 2026.

Under our Triple Net Leases, in addition to lease payments for the real estate assets, we are required to pay the following, among other things: (i) all facility maintenance; (ii) all insurance required in connection with the leased properties and the business conducted on the leased properties; (iii) taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor); (iv) all tenant capital improvements; and (v) all utilities and other services necessary or appropriate for

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the leased properties and the business conducted on the leased properties. As of December 31, 2024, we are required to make total annual minimum rent payments of $969.7 million, of which $953.2 million relates to our Triple Net Leases. Additionally, our Triple Net Leases are subject to annual escalators and periodic percentage rent resets, as applicable. See Note 11, “Leases” in the notes to our Consolidated Financial Statements for further discussion and disclosure related to the Company’s leases.

Payments to our REIT Landlords under Triple Net Leases

Total payments made to our REIT Landlords, GLPI and VICI, were as follows:

	For the year ended December 31,
(in millions)	~~2024~~2025		~~2023~~2024		~~2022~~2023
AR PENN Master Lease	$	~~284~~288.68	$	284.16	$	—284.1
2023 Master Lease	~~236~~245.29		~~232~~236.82		—232.8
PENN Master Lease	—		—		480.3
Pinnacle Master Lease	349.6		346.7		339.4
Pinnacle Master Lease	346.7		339.4		334.1
VICI Master Lease (1)	6.7		—		—
Perryville Lease	—		—		7.8
Margaritaville Lease (1)	24.6		26.8		26.2
Meadows Lease	—		—		24.6
Greektown Lease (1)	49.0		52.9		52.2
Margaritaville Lease	26.8		26.2		23.8
Morgantown Lease	3.2		3.2		3.1
Greektown Lease	52.9		52.2		51.3
Total	$	967.8	$	950.4	$	937.8
Morgantown Lease	3.2		3.1		3.1
Total (1)	$	950.4	$	937.8	$	925.0

(1)~~Cash~~As ~~rent~~discussed ~~payable~~in ~~under~~Note ~~the~~11, ~~Tropicana~~“Leases,” ~~Lease~~prior ~~was~~to ~~nominal~~December ~~prior~~4, 2025, lease payments made to VICI related to the ~~lease~~Margaritaville ~~termination~~and onGreektown ~~September~~individual ~~26,~~triple ~~2022.~~net ~~Therefore~~leases; effective December 4, it2025, ~~has~~lease ~~been~~payments ~~excluded~~made ~~from~~to VICI relate to the ~~table~~VICI ~~above~~Master Lease.

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Other Contractual Cash Obligations

The following table presents our other contractual cash obligations as of December 31, ~~2024~~2025:

			Payments Due by Period
(in millions)	Total		~~2025~~2026		~~2026-~~2027		2028~~-2029~~		~~2030 and after~~2029		2030		2031 and after
Purchase obligations	$	~~1,023~~473.54	$	~~673~~268.85	$	~~234~~74.86	$	5336.76	$	6126.25	$	21.2	$	46.0
Other liabilities reflected within our Consolidated Balance Sheets (1)	72.67		0.3		0.63		0.62		60.12		0.2		1.5
Total	$	~~1,031~~476.1	$	~~674~~268.18	$	~~235~~74.49	$	5436.38	$	6726.37	$	21.4	$	47.5

(1)Excludes the liability for unrecognized tax related benefits and indemnification obligation of $4480.8 0 million, as we cannot reasonably estimate the period of cash settlement with the respective taxing authorities. Additionally, it does not include a total of $243.1 million related to the payments associated with our (i) contingent purchase price obligations; and (ii) financing arrangement in which we received upfront cash proceeds permitting us to participate in future claims, as they are not fixed obligations.

Outlook

Based on our current level of operations, we believe that cash generated from operations and cash on hand, together with amounts available under our Amended Credit Facilities, will be adequate to meet our anticipated obligations under our Triple Net Leases, debt service requirements, capital expenditures and working capital needs for the foreseeable future. However, our ability to generate sufficient cash flow from operations will depend on a range of economic, competitive and business factors, many of which are outside our control. We cannot be certain: (i) of the impact of price inflation, changes in interest rates on the U.S. economy, economic uncertainty, and geopolitical uncertainty; (ii) that our anticipated earnings projections will be realized; (iii) that we will ~~achieve~~realize the ~~expected~~anticipated ~~synergies~~benefits ~~from~~of our ~~acquisitions~~iCasino forward strategy and ~~joint~~the ~~ventures~~rebranding of our U.S. OSB product to theScore Bet; and (iv) that future borrowings will be available under our Amended Credit Facilities or otherwise will be available in the credit markets to enable us to service our indebtedness or to make anticipated capital expenditures. We caution that the performance and trends seen across our portfolio may not continue. In addition, while we ~~anticipated~~anticipate that a significant amount of our future growth would come through the pursuit of opportunities within other distribution channels, such as media, retail, and online gaming; from acquisitions of gaming properties at reasonable valuations; ~~greenfield~~Greenfield projects; development projects; and jurisdictional expansions and property expansion in under-penetrated markets; there can be no assurance that this will be the case. If we consummate significant acquisitions in the future or undertake any significant property expansions, our cash requirements may increase significantly, and we may need to make additional borrowings or complete equity or debt financings to meet these requirements. See “Risk Factors—Risks Related to Our Capital Structure” within “Item 1A. Risk Factors,” of this Annual Report on Form 10-K for more information on additional financing risks.

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requirements. See “Risk Factors—Risks Related to Our Capital Structure” within “Item 1A. Risk Factors,” of this Annual Report on Form 10-K for more information on additional financing risks.

We have historically maintained a capital structure comprised of a mix of equity and debt financing. We vary our leverage to pursue opportunities in the marketplace in an effort to maximize our enterprise value for our shareholders. We expect to meet our debt obligations as they come due through internally-generated funds from operations and/or refinancing them through the debt or equity markets prior to their maturity.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

For information on new accounting pronouncements and the impact of these pronouncements on our Consolidated Financial Statements, see Note 3, “New Accounting Pronouncements” in the notes to our Consolidated Financial Statements.

CRITICAL ACCOUNTING ESTIMATES

The preparation of the Consolidated Financial Statements in accordance with GAAP requires us to make estimates and judgments that are subject to an inherent degree of uncertainty. The nature of the estimates and assumptions are material due to the levels of subjectivity and judgment necessary to account for highly uncertain factors or the susceptibility of such factors to change. The development and selection of critical accounting estimates, and the related disclosures, have been reviewed with the Audit Committee of our Board ~~of Directors~~. We believe the current assumptions and other considerations used to estimate amounts reflected in our Consolidated Financial Statements are appropriate. However, if actual experience differs from the assumptions and other considerations used in estimating amounts reflected in our Consolidated Financial Statements, the resulting changes could have a material adverse effect on our financial condition, results of operations, and cash flows.

As of December 31, 2024, the Company had $2.6 billion in goodwill and $1.5 billion in other intangible assets, net within its Consolidated Balance Sheets, representing 16.8% and 10.0% of total assets, respectively. These intangible assets require significant management estimates and judgment pertaining to: (i) the valuation in connection with initial purchase price allocations and (ii) the ongoing evaluation for impairment. Our annual goodwill and other indefinite-lived intangible assets impairment test is performed on October 1st of each year, or more frequently if indicators of impairment exist. As a result of our annual test completed during the fourth quarter of 2024, we recognized $12.3 million in impairment charges on goodwill in our South and Midwest segments, $69.3 million in impairment charges on our gaming licenses in our Northeast and South segments, and $7.5 million in impairment charges on our trademarks in our Northeast and South segments. For further discussion, see Note 8, “Goodwill and Other Intangible Assets” to our Consolidated Financial Statements.52

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Leases

The reassessment of the lease classification of the land and building components within the 2023 Master Lease, in connection with the August 1, 2025 and November 3, 2025 lease modifications, and the VICI Master Lease modification (as described in Note 11, “Leases” in the notes to our Consolidated Financial Statements) required management to apply significant judgment and make critical estimates and assumptions. These estimates and assumptions included (i) the fair value of the land and building assets; (ii) the lease term, including the determination of whether renewal options are reasonably certain of being exercised; and (iii) the discount rate applied over the lease term, which is based on our collateralized incremental borrowing rate.

Goodwill and other intangible assets

As of December 31, 2025, the Company had $1.8 billion in goodwill and $1.4 billion in other intangible assets, net within its Consolidated Balance Sheets, representing 12.5% and 9.8% of total assets, respectively. These intangible assets require significant management estimates and judgment pertaining to: (i) the valuation in connection with initial purchase price allocations and (ii) the ongoing evaluation for impairment. Our annual goodwill and other indefinite-lived intangible assets impairment test is performed on October 1st of each year, or more frequently if indicators of impairment exist.

During the second quarter of 2025, we identified an indicator of impairment on our trademark at Ameristar Council Bluffs and performed tests to assess for impairment, which resulted in an impairment charge of $15.0 million. During the third quarter of 2025, we identified an indicator of impairment related to goodwill within our Interactive segment. Accordingly, we performed an interim goodwill impairment test, which resulted in the recognition of an $825.0 million goodwill impairment charge. As a result of our annual test completed during the fourth quarter of 2025, we recognized $7.0 million in impairment charges on our goodwill in our South segment, $88.3 million in impairment charges on our gaming licenses in our Northeast and South segments, and $10.0 million in impairment charges on our trademarks in our South and West segments. For further discussion, see Note 8, “Goodwill and Other Intangible Assets” to our Consolidated Financial Statements.

Once an impairment of goodwill or other intangible asset has been recorded, it cannot be reversed. Since the Company’s goodwill and other indefinite-lived intangible assets are not amortized, there may be volatility in reported net income or loss because impairment losses, if any, are likely to occur irregularly and in varying amounts. Intangible assets that have a definite life are amortized on a straight-line basis over their estimated useful lives or related service contract. The Company reviews the carrying amount of its amortizing intangible assets for possible impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. If the carrying amount of the amortizing intangible assets exceed their fair value, an impairment loss is recognized.

Revenue and earnings streams within our industry can vary significantly based on various circumstances, which in many cases, are outside of the Company’s control, and as such are difficult to predict and quantify. We have disclosed several of these circumstances in “Item 1A. Risk Factors” of this Annual Report on Form 10-K.

Interactive reporting unit goodwill

~~Goodwill~~The ~~at our~~ Interactive reporting segment ~~comprises~~constitutes ~~$1.5~~a ~~billion~~single reporting unit for purposes of ~~the~~goodwill ~~total~~impairment ~~$2.6~~testing ~~billion~~and had a goodwill balance of $774.8 million as of December 31, ~~2024~~2025. For our interim quantitative goodwill impairment test for the ~~Interactive~~segment’s goodwill, an income approach, in which a discounted cash flow (“DCF”) model ~~is utilized,~~ and a market-based approach ~~using~~used guideline public company multiples of earnings before interest, taxes, depreciation, and amortization (“EBITDA”) from ~~Interactive~~the segment’s peer group ~~are~~was utilized in order to estimate the fair market value of the ~~Interactive~~ reporting unit. The Company ~~compares~~compared the fair value of the ~~Interactive~~segment’s reporting unit to its carrying amount. IfAs the carrying amount of the ~~Interactive~~ reporting unit ~~exceeds~~exceeded the fair value, an impairment iswas recorded equal to the amount of the excess, ~~(not~~which towas ~~exceed~~$825.0 ~~the amount of goodwill allocated to the Interactive reporting unit)~~million.

The evaluation of goodwill requires the use of estimates about future operating results of the ~~Interactive~~ reporting unit to determine the estimated fair value of the reporting unit. The Company must make various assumptions and estimates in performing its impairment testing. The implied fair value includes estimates of future cash flows that are based on reasonable and supportable assumptions which represent the Company’s best estimates of the cash flows expected to result from the use of the assets including their eventual disposition. Significant assumptions utilized in the estimation of future cash flows for the reporting unit include forecasted revenues, the discount rate used in the valuation, and the terminal year EBITDA exit multiple. These significant assumptions are complex and subjective. They are sensitive to changes in underlying assumptions and can be affected by a variety of factors, including external factors, such as industry, geopolitical and economic trends, and internal factors, such as changes in the Company’s business strategy, which may re-allocate capital and resources to different or new opportunities which management believes will enhance PENN’s overall value but may be to the detriment of the Interactive reporting unit.

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the assets including their eventual disposition. Significant assumptions utilized in the estimation of future cash flows for the Interactive reporting unit include forecasted revenues, forecasted operating expenses, the discount rate used in the valuation, and the terminal year EBITDA exit multiple. These significant assumptions are complex and subjective. They are sensitive to changes in underlying assumptions and can be affected by a variety of factors, including external factors, such as industry, geopolitical and economic trends, and internal factors, such as changes in the Company’s business strategy, which may re-allocate capital and resources to different or new opportunities which management believes will enhance its overall value but may be to the detriment of the Interactive reporting unit. Changes in estimates, increases in the Company’s cost of capital, reductions in transaction multiples, changes in operating and capital expenditure assumptions, or application of alternative assumptions and definitions could produce significantly different results. Future cash flow estimates are, by their nature, subjective and actual results may differ materially from the Company’s estimates. If our ongoing estimates of future cash flows are not met, we may have to record additional impairment charges in future periods. Our estimates of cash flows are based on the current regulatory and economic climates, recent operating information, and budgets of the ~~Interactive~~ reporting unit. These estimates could be negatively impacted by changes in federal, state, provincial, or local regulations, economic downturns, or other events affecting our Interactive segment.

Forecasted cash flows ~~(based on our annual operating plan as determined in the fourth quarter)~~ can be significantly impacted by the local economies in which our Interactive reporting unit operates. Increases in unemployment rates, inflation and/or interest rates can also result in decreased customer activity and/or lower customer spend. Additionally, increases in gaming taxes approved by state and provincial regulatory bodies can negatively impact forecasted cash flows.

The goodwill at our Interactive reporting unit was subject to a sensitivity analysis to determine the potential additional impairment loss as of the September 30, 2025 testing date:

Amount of impairment loss as a result of:

(dollars in millions)

Carrying Amount

Passing Margin

a 10% decrease in forecasted revenues and Adjusted EBITDA

Goodwill

PENN Interactive

$766.0

—

$105.0

Gaming licenses

We consider our gaming licenses as indefinite-lived intangible assets that do not require amortization based on our future expectations to operate our gaming properties indefinitely as well as our historical experience in renewing these intangible assets at minimal cost with various jurisdictional commissions. Rather, these gaming licenses are tested annually for impairment, or more frequently if indicators of impairment exist, by comparing the fair value of the recorded assets to their carrying amount. If the carrying amounts of the gaming licenses exceed their fair value, an impairment loss is recognized.

We assess the fair value of our gaming licenses using the Greenfield Method under the income approach, which estimates the fair value of the gaming license using a DCF model assuming we built a new casino with similar utility to that of the existing casino. The method assumes a theoretical start-up company going into business without any assets other than the intangible asset being valued. As such, the value of the gaming license is a function of the following assumptions:

•Projected revenues and operating cash flows (including an allocation of the projected payments under any applicable Triple Net Lease);

•Estimated construction costs and duration;

•Estimated pre-opening expenses; and

•Discounting that reflects the level of risk associated with receiving future cash flows attributable to the license.

In general, as it pertains to the Triple Net Leases, such amounts are allocated based on the reporting unit’s projected Adjusted EBITDAR as a percentage of the aggregate estimated Adjusted EBITDAR of all reporting units subject to each of the Triple Net Leases, as applicable.

The evaluation of gaming license intangible assets requires the use of estimates about future operating results of each reporting unit to determine the estimated fair value of the gaming license indefinite-lived intangible assets. The Company must make various assumptions and estimates in performing ~~its~~the impairment testing. The implied fair value includes estimates of future cash flows (including an allocation of the projected payments under any applicable Triple Net Lease) that are based on reasonable and supportable assumptions which represent the Company’s best estimates of the cash flows expected to result from the use of the assets including their eventual disposition. Changes in estimates, increases in the Company’s cost of capital, reductions in transaction multiples, changes in operating and capital expenditure assumptions or application of alternative assumptions and definitions could produce significantly different results. Future cash flow estimates are, by their nature, subjective and actual results may differ materially from the Company’s estimates. If our ongoing estimates of future cash flows are not met, we may have to record additional impairment charges in future periods. Our estimates of cash flows are based on the current regulatory and economic climates, recent operating information and budgets of the various properties where it conducts operations. These estimates could be negatively impacted by changes in federal, state, or local regulations, economic downturns, or other events affecting our properties.

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Forecasted cash flows (based on our annual operating plan as determined in the fourth quarter) can be significantly impacted by the local economy in which our reporting units operate. Increases in unemployment rates, inflation and/or interest rates can also result in decreased customer visitation and/or lower customer spend per visit. Additionally, increases in gaming taxes approved by state regulatory bodies can negatively impact forecasted cash flows.

Assumptions and estimates about future cash flow levels, discount rates and multiples by individual reporting units are complex and subjective. They are sensitive to changes in underlying assumptions and can be affected by a variety of factors, including external factors, such as industry, geopolitical and economic trends, and internal factors, such as changes in the Company’s business strategy, which may re-allocate capital and resources to different or new opportunities which management believes will enhance ~~its~~PENN’s overall value but may be to the detriment of an individual reporting unit.

Reporting units with gaming licenses which were identified during our ~~2024~~2025 annual impairment assessment, performed as of October 1, ~~2024~~2025, as having less than a substantial passing margin, ~~in addition to goodwill at our Interactive reporting unit,~~ were subject to a sensitivity analysis to determine the potential impairment losses:

				Amount of impairment loss as a result of:
(dollars in millions)	Carrying Amount	Passing Margin		Discount Rate +100 bps	Terminal Growth Rate -50 bps
Gaming License
Boomtown Bossier City	$7.0	—	%	$2.0	$0.5
Boomtown New Orleans	$5.5	—	%	$4.5	$1.0
Boomtown New Orleans	$63.3	4.3	%	$6.0	$—
Hollywood Casino at Greektown	$22.0	—	%	$7.5	$2.0
Hollywood Casino at Greektown	$40.0	—	%	$9.0	$1.5
L’Auberge Lake Charles	$221.3	0.3	%	$30.0	$3.5
Hollywood Casino at PENN National Race Course	$24.0	—	%	$6.0	$0.5
Meadows Racetrack and Casino	$46.0	—	%	$9.0	$1.5
L’Auberge Lake Charles	$221.3	6.4	%	$17.0	$—

Amount of impairment loss as a result of:

(dollars in millions)

Carrying Amount

Passing Margin

a 10% decrease in forecasted revenues and EBITDA

Goodwill

PENN Interactive

$1,633.2

6.2

$107.0

ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

We are exposed to market risk from adverse changes in interest rates with respect to the short-term floating interest rates on borrowings under our Amended Credit Facilities. As of December 31, ~~2024~~2025, the Company’s Amended Credit Facilities had a gross outstanding balance of $12.50 billion, consisting of a $~~481~~453.38 million Amended Term Loan A Facility, ~~and~~ a $~~975~~965.0 million Amended Term Loan B Facility, and $570.0 million of borrowings against our Amended Revolving Credit Facility. As of December 31, ~~2024~~2025, we had $~~979~~406.1 million of available borrowing capacity under our Amended Revolving Credit Facility. As of ~~the~~February ~~date~~25, ~~of this filing~~2026, the Company had $40565.0 million in outstanding borrowings under its Amended Revolving Credit Facility, resulting in $~~939~~411.1 million of available borrowing capacity.

The table below provides information about our long-term debt obligations that are sensitive to changes in interest rates, including the notional amounts maturing during the twelve-month period presented and the related weighted-average interest rates by maturity dates as of December 31, ~~2024~~2025.

(dollars in millions)	~~2025~~2026			~~2026~~2027			~~2027~~2028			~~2028~~2029			~~2029~~2030			Thereafter		Total		Fair Value
Fixed rate	$	—		$	—400.0		$	~~400.0~~—		$	—		$	—		$	—	$	400.0	$	~~393~~399.0
Average interest rate				5.625		%	~~5.625~~		%
Fixed rate	$	—		$	—		$	—		$	—400.0		$	~~400.0~~—		$	—	$	400.0	$	~~356~~368.0
Average interest rate										4.125		%	~~4.125~~		%
Fixed rate	$	—106.7		$	~~330.5~~—		$	—		$	—		$	—		$	—	$	~~330~~106.57	$	~~355~~105.76
Average interest rate	2.750		%	~~2.750~~		%
Variable rate	$	37.5		$	371,006.53		$	~~436~~10.30		$	10935.0		$	~~935.0~~—		$	—	$	1,~~456~~988.38	$	1,~~453~~993.90
Average interest rate (1)	65.~~353~~463		%	65.~~363~~600		%	6.~~313~~014		%	6.~~569~~194		%	~~6.585~~		%

(1)Estimated rate, reflective of forward SOFR as of December 31, ~~2024~~2025 plus the spread over SOFR applicable to variable-rate borrowing.

Foreign Currency Exchange Rate Risk

We are exposed to currency translation risk because the results of our international entities are reported in local currency, which we then translate to U.S. dollars for inclusion in our Consolidated Financial Statements. As a result, changes between the foreign exchange rates, in particular the Canadian dollar compared to the U.S. dollar, affect the amounts we record for our foreign assets, liabilities, revenues and expenses, and could have a negative effect on our financial results. The results of theScore are reported in Canadian dollars, which we then translate to U.S. dollars for inclusion in our Consolidated Financial Statements.

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foreign exchange rates, in particular the Canadian dollar compared to the U.S. dollar, affect the amounts we record for our foreign assets, liabilities, revenues and expenses, and could have a negative effect on our financial results. The results of theScore are reported in Canadian dollars, which we then translate to U.S. dollars for inclusion in our Consolidated Financial Statements. We do not currently enter into hedging arrangements to minimize the impact of foreign currency fluctuations on our operations. We incurred an unrealized foreign currency translation adjustment ~~loss~~gain of $~~139~~65.15 million, an unrealized foreign currency translation ~~gain~~loss of $44139.1 million, and an unrealized foreign currency translation ~~loss~~gain of $~~114~~44.21 million for the years ended December 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, respectively, as reported in “Foreign currency translation adjustment during the period” within our Consolidated Statements of Comprehensive ~~Income (~~Loss).

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ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of PENN Entertainment, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance ~~sheet~~sheets of PENN Entertainment, Inc. and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, of comprehensive ~~income (~~loss), of changes in stockholders’ equity and of cash flows for the ~~year~~years then ended, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, ~~2024~~2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the ~~year~~years then ended in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2024~~2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our ~~audit~~audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our ~~audit~~audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the ~~audit~~audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our ~~audit~~audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our ~~audit~~audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our ~~audit~~audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our ~~audit~~audits ~~provides~~provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Interim Goodwill Impairment Test - Interactive Reporting Unit

As described in Notes 2 and 8 to the consolidated financial statements, the Company’s goodwill balance was $21,~~563~~786.16 million as of December 31, ~~2024~~2025, and the goodwill associated with the Interactive reporting unit was $~~1,544~~774.38 million. Goodwill is tested for impairment annually on October 1 of each year, or more frequently if indicators of impairment exist. ~~For~~Management compares the ~~quantitative~~fair ~~goodwill~~value ~~impairment~~of ~~test,~~its anreporting ~~income~~units ~~approach,~~to inthe ~~which~~carrying aamounts. ~~discounted~~If ~~cash~~the ~~flow~~carrying ~~model~~amount isof ~~utilized,~~the ~~and~~reporting aunit ~~market-based~~exceeds ~~approach~~the ~~using~~fair ~~guideline~~value, ~~public~~an ~~company~~impairment ~~multiples~~is ofrecorded. ~~earnings~~As ~~before~~disclosed ~~interest,~~by ~~taxes~~management, ~~depreciation,~~during ~~and~~the ~~amortization~~third ~~(EBITDA)~~quarter ~~from~~of ~~the~~2025, ~~Company’s~~management ~~peer~~identified ~~group~~an ~~are~~indicator ~~utilized~~of inimpairment ~~order~~on togoodwill ~~estimate~~and ~~the~~performed ~~fair~~an ~~market~~interim ~~value~~quantitative ofimpairment test for the ~~Company’s~~Interactive reporting ~~units.~~unit, ~~Management~~which ~~compares~~resulted ~~the~~in ~~fair~~a ~~value~~non-cash impairment charge of $825.0 million. For the ~~reporting~~quantitative ~~unit~~goodwill toimpairment ~~the~~test, ~~carrying~~an ~~amount.~~income Ifapproach, ~~the~~in ~~carrying~~which ~~amount~~a ofdiscounted ~~the~~cash ~~reporting~~flow ~~unit~~model ~~exceeds~~and ~~the~~a ~~fair~~market-based ~~value,~~approach anusing ~~impairment~~guideline ispublic ~~recorded~~company ~~equal~~multiples tofrom the ~~amount~~Company’s ofpeer ~~the~~group ~~excess~~were ~~(not~~utilized in order to ~~exceed~~estimate the ~~amount~~fair ofmarket ~~goodwill~~value ~~allocated~~of to the Company’s Interactive reporting unit). AsSignificant ~~disclosed by management, significant~~ assumptions utilized in the estimation of future cash flows for the Interactive reporting unit include forecasted revenues, ~~forecasted operating expenses,~~ the discount rate, and the terminal year earnings before interest, taxes, depreciation, and amortization (EBITDA) exit multiple.

The principal considerations for our determination that performing procedures relating to the interim goodwill impairment test of the Interactive reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the Interactive reporting unit; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to forecasted revenues, ~~forecasted operating expenses,~~ discount rate and terminal year EBITDA exit multiple used in the discounted cash flow model; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment ~~tests~~test, including controls over the valuation of the Interactive reporting unit. These procedures also included, among others, (i) testing management’s process for developing the fair value ~~estimate~~estimates of the Interactive reporting unit; (ii) evaluating the appropriateness of the discounted cash flow model used by management; (iii) testing the completeness and accuracy of the underlying data used in the discounted cash flow model; and (iv) evaluating the reasonableness of the significant assumptions used by management related to forecasted revenues, ~~forecasted operating expenses,~~ discount rate, and terminal year EBITDA exit multiple. Evaluating management’s ~~assumptions~~assumption ~~relating~~related to forecasted revenues ~~and forecasted operating expenses~~ involved evaluating whether the ~~assumptions~~assumption used by management ~~were~~was reasonable considering (i) the current and past performance of the Interactive reporting unit; (ii) the consistency with external market and industry data; and (iii) whether the ~~assumptions~~assumption ~~were~~was consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow model and (ii) the reasonableness of the discount rate and terminal year EBITDA exit multiple assumptions.

/s/ PricewaterhouseCoopers LLP Las Vegas, Nevada February 2726, ~~2025~~2026 We have served as the Company’s auditor since 2024.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of

PENN Entertainment, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated ~~balance sheet of PENN Entertainment, Inc. and subsidiaries (the “Company”) as of December 31, 2023, the related consolidated~~ statements of operations, comprehensive income (loss), changes in stockholders’ equity, and cash flows, for the ~~years~~period ended December 31, 2023 ~~and 2022~~, and the related notes (collectively referred to as the “financial statements”) of PENN Entertainment, Inc. and subsidiaries (the “Company”). In our opinion, the ~~2023 and 2022~~ financial statements present fairly, in all material respects, the ~~financial~~results ~~position~~ of the Company’s ~~as of December 31, 2023, and the results of its~~ operations and its cash flows for the ~~years~~period ended December 31, 2023 ~~and 2022~~, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Deloitte & Touche LLP Philadelphia, Pennsylvania February 22, 2024 (February 27, 2025 as to ~~the modified presentation of operating and finance leases discussed in~~ Note ~~2 and as to Note~~ 17) We began serving as the Company’s auditor in 2017. In 2024 we became the predecessor auditor.

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PENN ENTERTAINMENT, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	December 31,
(in millions, except share and per share data)	~~2024~~2025		~~2023~~2024
Assets
Current assets
Cash and cash equivalents	$	~~706~~686.6	$	~~1,071~~706.86
Accounts receivable, net	~~256~~254.82		~~319~~256.08
Prepaid expenses	~~152~~151.37		~~225~~152.63
Other current assets	3873.76		4238.67
Total current assets	1,~~154~~166.41		1,~~659~~154.04
Property and equipment, net	3,~~705~~717.03		3,~~514~~705.0
Investment in and advances to unconsolidated affiliates	8679.24		8486.92
Goodwill	21,~~563~~786.16		2,~~695~~563.1
Other intangible assets, net	1,~~529~~404.98		1,~~618~~529.29
Operating lease right-of-use assets	3,~~976~~966.81		43,~~264~~976.78
Finance lease right-of-use assets	21,~~014~~924.3		2,~~041~~014.03
Other assets	~~232~~223.09		~~187~~232.30
Total assets	$	1514,~~261~~268.75	$	1615,~~064~~261.27
Liabilities
Current liabilities
Accounts payable	$	5054.82	$	3650.68
Current maturities of long-term debt	38.2		4738.62
Current portion of financing obligations	4345.58		4143.35
Current portion of operating lease liabilities	~~322~~386.10		~~302~~322.31
Current portion of finance lease liabilities	5345.27		4053.32
Accrued expenses and other current liabilities	~~907~~905.36		~~1,021~~907.93
Total current liabilities	1,~~415~~475.15		1,~~490~~415.01
Long-term debt, net of current maturities, debt discount, and debt issuance costs	2,~~732~~848.59		2,~~718~~732.05
Long-term portion of financing obligations	2,~~343~~297.18		2,~~386~~343.1
Long-term portion of operating lease liabilities	3,~~654~~592.34		3,~~944~~654.13
Long-term portion of finance lease liabilities	2,~~062~~017.34		2,062.53
Deferred income taxes	6187.08		~~117~~61.60
Other long-term liabilities	~~135~~121.02		~~146~~135.30
Total liabilities	12,~~403~~441.30		12,~~864~~403.63
Commitments and contingencies (Note 12)
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, 177,396,073 and 176,719,596 shares issued, and 152,229,171 and 151,552,694 shares outstanding)	1.8		1.8
Common stock ($0.01 par value, 400,000,000 shares authorized, 177,841,991 and 177,396,073 shares issued, 132,584,258 and 152,229,171 shares outstanding)	1.8		1.8
Exchangeable shares ($0.01 par value, 768,441 shares authorized in both periods, 768,441 and 700,393 shares issued, and 466,534 and 560,267 shares outstanding)	—		—
Exchangeable shares ($0.01 par value, 768,441 shares authorized and issued in both periods, 379,821 and 466,534 shares outstanding)	—		—
Treasury stock, at cost, (25,166,902 shares repurchased as of both periods)	(779.5)		(779.5)
Treasury stock, at cost, (45,257,733 and 25,166,902)	(1,137.2)		(779.5)
Additional paid-in capital	4,~~542~~652.48		4,~~436~~542.64
Accumulated deficit	(~~647~~1,490.01)		(~~335~~647.50)
Accumulated other comprehensive loss	(~~255~~193.03)		(~~121~~255.30)
Total PENN Entertainment, Inc. stockholders’ equity	21,~~862~~834.70		32,~~202~~862.17
Non-controlling interest	(46.35)		(24.53)
Total stockholders’ equity	21,~~858~~827.45		32,~~199~~858.64
Total liabilities and stockholders’ equity	$	1514,~~261~~268.75	$	1615,~~064~~261.27

See accompanying notes to the Consolidated Financial Statements.

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PENN ENTERTAINMENT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	For the year ended December 31,
(in millions, except per share data)	~~2024~~2025		~~2023~~2024		~~2022~~2023
Revenues
Gaming	$	5,~~169~~350.50	$	45,~~905~~169.85	$	54,~~201~~905.78
Food, beverage, hotel, and other	1,~~408~~611.60		1,~~457~~408.16		1,~~200~~457.01
Total revenues	6,~~578~~961.10		6,~~362~~578.91		6,~~401~~362.79
Operating expenses
Gaming	3,~~429~~446.04		23,~~989~~429.40		2,~~864~~989.4
Food, beverage, hotel, and other	~~985~~1,162.52		~~1,011~~985.45		~~767~~1,011.24
General and administrative	1,~~568~~633.48		1,~~563~~568.4		1,~~110~~563.4
Depreciation and amortization	~~433~~446.69		~~435~~433.16		~~567~~435.51
Impairment losses	89945.13		~~130~~89.61		~~118~~130.26
Loss on disposal of Barstool	—		~~923.2~~—		—923.2
Total operating expenses	67,~~505~~634.6		76,~~053~~505.16		57,~~427~~053.71
Operating income (loss)	72(673.56)		~~(690~~72.2)5		~~974~~(690.02)
Other income (expenses)
Interest expense, net	(~~470~~405.58)		(~~464~~470.75)		(~~758~~464.27)
Interest income	239.67		4023.36		1840.3
Income from unconsolidated affiliates	2837.17		2528.31		2325.73
Gain on Barstool Acquisition, net	—		~~83.4~~—		—83.4
Gain on REIT transactions, net	—3.3		~~500.8~~—		—500.8
Loss on early extinguishment of debt	(0.3)		—		(10.4)
Gain on financing arrangement	215.1		—		—
Other	5.3		5.5		(72.1)
Loss on early extinguishment of debt	(11.8)		(0.3)		—
Total other income (expenses)	(413.8)		190.6		(798.7)
Other	4.7		5.3		5.5
Income (loss) before income taxes	(341.3)		(499.6)		175.3
Total other income (expenses)	(147.1)		(413.8)		190.6
Income tax benefit	28.0		8.2		46.4
Loss before income taxes	(820.7)		(341.3)		(499.6)
Net income (loss)	(313.3)		(491.4)		221.7
Income tax benefit (expense)	(24.6)		28.0		8.2
Less: Net loss attributable to non-controlling interest	1.8		1.4		0.4
Net loss	(845.3)		(313.3)		(491.4)
Net income (loss) attributable to PENN Entertainment, Inc.	$	(311.5)	$	(490.0)	$	222.1
Net loss attributable to non-controlling interest	2.2		1.8		1.4
Earnings (loss) per share
Net loss attributable to PENN Entertainment, Inc.	$	(843.1)	$	(311.5)	$	(490.0)
Basic earnings (loss) per share	$	(2.05)	$	(3.22)	$	1.37
Loss per share
Diluted earnings (loss) per share	$	(2.05)	$	(3.22)	$	1.29
Basic loss per share	$	(5.83)	$	(2.05)	$	(3.22)
Weighted-average common shares outstanding—basic	152.1		152.1		161.2
Diluted loss per share	$	(5.83)	$	(2.05)	$	(3.22)
Weighted-average common shares outstanding—diluted	152.1		152.1		176.6
Weighted-average common shares outstanding—basic	144.6		152.1		152.1
Weighted-average common shares outstanding—diluted	144.6		152.1		152.1

See accompanying notes to the Consolidated Financial Statements.

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PENN ENTERTAINMENT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE ~~INCOME (~~LOSS)

	For the year ended December 31,
(in millions)	~~2024~~2025		~~2023~~2024		~~2022~~2023
Net income (loss)	$	(313.3)	$	(491.4)	$	221.7
Net loss	$	(845.3)	$	(313.3)	$	(491.4)
Other comprehensive income (loss), net of tax:
Unrealized gain on debt securities	5.4		3.2		—
Unrealized gain (loss) on debt securities	(3.8)		5.4		3.2
Foreign currency translation adjustment during the period	~~(139~~65.1)5		44(139.1)		~~(114~~44.2)1
Other comprehensive income (loss)	~~(133~~61.7)		47(133.37)		~~(114~~47.2)3
Total comprehensive income (loss)	(447.0)		(444.1)		107.5
Total comprehensive loss	(783.6)		(447.0)		(444.1)
Less: Comprehensive loss attributable to non-controlling interest	1.8		1.4		0.4
Comprehensive loss attributable to non-controlling interest	2.2		1.8		1.4
Comprehensive income (loss) attributable to PENN Entertainment, Inc.	$	(445.2)	$	(442.7)	$	107.9
Comprehensive loss attributable to PENN Entertainment, Inc.	$	(781.4)	$	(445.2)	$	(442.7)

See accompanying notes to the Consolidated Financial Statements.

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PENN ENTERTAINMENT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Preferred Stock

Common Stock

Treasury Stock

Additional Paid-In Capital

Retained Earnings (Accumulated Deficit)

Accumulated OtherComprehensiveIncome (Loss)

Total PENN Stock-holders’Equity

Non-Controlling Interest

Total Stock-holders’ Equity

(in millions, except share data)

Amount

PENN Entertainment, Inc. Shares

Amount

Exchangeable Shares

Amount

Balance as of January 1, 2022

775

25.8

169,561,883

1.7

Filing Compare · PENN Entertainment, Inc.