Snowden Jay A 4

What Happened
Jay A. Snowden, CEO, President and Director of PENN Entertainment (PENN), was credited with 92,968 performance-based restricted units on March 10, 2026 (acquisition reported at $0.00). To satisfy tax withholding obligations, 108,063 shares were surrendered/withheld at $14.70 per share, a withholding value of $1,588,526. The filing also reports the forfeiture of 300,000 shares from a 2021 performance-based restricted stock grant due to unmet stock-price performance conditions.

Key Details

• Transaction date: 2026-03-10; Form 4 filed 2026-03-11 (timely).
• Award: 92,968 restricted units (code A) acquired at $0.00.
• Withholding: 108,063 shares withheld (code F) at $14.70 — $1,588,526 total; issuer withholding, not an open-market sale.
• Forfeiture: 300,000 shares from 2021 performance-based grant forfeited (footnote F2).
• Footnote F1: Units credited from a 2023 performance unit award after achieving the two‑year performance goal.
• Footnote F3: Notes common stock was withheld to satisfy tax on vested shares under the 2023 Performance Plan; total vested shares under that plan reported as 160,159.
• Shares owned after the transactions are not specified in the provided filing.

Context
This was compensation-related activity: Snowden received performance-based restricted units and the company withheld shares to cover tax liabilities (a routine, non‑market sale method). The forfeiture reflects a failed performance hurdle from a prior grant, not an active sale or purchase decision. For retail investors, awards and withholding are typically administrative; purchases by insiders are generally more indicative of bullish sentiment than routine vesting or withholding.