10q10k10q10k.net

What changed in PENN Entertainment, Inc.'s 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of PENN Entertainment, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+491 added−471 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-27)

Top changes in PENN Entertainment, Inc.'s 2025 10-K

491 paragraphs added · 471 removed · 354 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

75 edited+21 added−19 removed33 unchanged
Biggest change(Nasdaq: GLPI) (“GLPI”), a real estate investment 7 Table of Contents 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”).
Biggest changeThe facility and parking lot area is owned by the Company and operates a restaurant and offers year-round simulcast operations. 7 Table of Contents Triple Net Leases As noted above, 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 GLPI, and include the AR PENN Master Lease, 2023 Master Lease, and Pinnacle Master Lease (as such terms are defined below and collectively referred to as the “Master Leases”).
Barstool . PENN Entertainment, Inc., through a wholly-owned subsidiary, held a 36% equity interest in Barstool.
PENN Entertainment, Inc., through a wholly-owned subsidiary, held a 36% equity interest in Barstool.
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 ® ,” and “theScore esports ® ”, among others.
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 Casino TM ” and “theScore esports ® ”, among others.
Under this strategic 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.
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.
The Interactive segment includes all of our online sports betting, online casino/iCasino, and social gaming (collectively referred to as “online gaming”) operations, management of retail sports betting, media, and the operating results of Barstool Sports, Inc.
The Interactive segment includes all of our 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.
The property provides an island-style theme and includes gaming amenities, an ESPN BET sportsbook for live sports betting, a 15,000 square foot 1,000-seat theater, and 9,500 square feet of meeting space. 4 Table of Contents West Segment Ameristar Black Hawk is located in the center of the Black Hawk gaming district, approximately 40 miles west of Denver, Colorado.
The property provides an island-style theme and includes gaming amenities, a sportsbook for live sports betting, a 15,000 square foot 1,000-seat theater, and 9,500 square feet of meeting space. 4 Table of Contents West Segment Ameristar Black Hawk is located in the center of the Black Hawk gaming district, approximately 40 miles west of Denver, Colorado.
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 an 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 at The Meadows is located in Washington, Pennsylvania, approximately 25 miles south of Pittsburgh, Pennsylvania. In addition to gaming amenities, the property offers a 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 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 an ESPN BET sportsbook for live sports betting, as well as casual dining options. 3 Table of Contents Hollywood Gaming at Dayton Raceway is a Hollywood-themed casino and raceway located in Dayton, Ohio.
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 a sportsbook for live sports betting, as well as casual dining options. 3 Table of Contents Hollywood Gaming at Dayton Raceway is a Hollywood-themed casino and raceway located in Dayton, Ohio.
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 an ESPN BET sportsbook for live sports betting, as well as multiple food and beverage outlets and an entertainment lounge.
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 a sportsbook for live sports betting, as well as multiple food and beverage outlets and an entertainment lounge.
The property features a 12-story hotel, slots, table games, poker, an 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 property features a 12-story hotel, slots, table games, poker, a 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 an 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.
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 a 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.
It features video lottery terminals, a five-eighths mile standardbred racetrack, an 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.
It features video lottery terminals, a five-eighths mile standardbred racetrack, a 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.
It features slot machines, table games, poker tables, and 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.
It features slot machines, table games, poker tables, a 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.
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 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 in Joliet, Illinois, approximately 40 miles southwest of Chicago.
The resort features slot machines, table games, poker tables, and an 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.
The resort features slot machines, table games, poker tables, and a 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.
PENN’s focus 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 and iCasino betting platform and an in-house iCasino content studio (PENN Game Studios).
PENN’s focus is on organic cross-sell opportunities, reinforced by its market-leading retail casinos, sports media assets and technology, including a proprietary state-of-the-art, fully integrated digital sports betting and iCasino platform, and an in-house iCasino content studio.
In addition to slot machines, table games, and an 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.
In addition to slot machines, table games, and a 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 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 an ESPN BET sportsbook for live sports betting, as well as a variety of dining options.
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 a sportsbook for live sports betting, as well as a variety of dining options.
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”).
As of December 31, 2025 , in addition to the Master Leases, three individual gaming facilities used in our operations are subject to triple net leases (together with the Master Leases, the “Triple Net Leases”).
The property features an outdoor gaming and entertainment area, an 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.
The property features an outdoor gaming and entertainment area, a 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.
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. 6 Table of Contents As described above, the following table summarizes PENN Interactive’s operations by jurisdiction as of December 31, 2024: 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 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 West Virginia x x x x Other Freehold Raceway.
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. 6 Table of Contents 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.
This gaming facility also includes a variety of dining and entertainment options, as well as an 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.
This gaming facility also includes a variety of dining and entertainment options, as well as a 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.
We may also experience seasonality with retail and online 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.
We may also experience seasonality with retail and OSB 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.
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, PENN Master Lease (prior to January 1, 2023), 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.
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.
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.
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. 9 Table of Contents Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could be enacted.
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 online sports betting business from Barstool Sportsbook to ESPN BET, we entered into a stock purchase agreement with David Portnoy on August 8, 2023 (the “Barstool SPA”).
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”).
The property also includes an 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 28 truck stop establishments in Pennsylvania. Plainridge Park Casino is located 20 miles southwest of the Boston beltway just off interstate 95 in Plainville, Massachusetts.
The property also includes a 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 34 truck stop establishments in Pennsylvania. Plainridge Park Casino is located 20 miles southwest of the Boston beltway just off interstate 95 in Plainville, Massachusetts.
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, table games, and poker tables, the riverboat features an ESPN BET sportsbook for live sports betting, as well as a variety of dining options.
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, the riverboat features a sportsbook for live sports betting, as well as a variety of dining options.
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, we owned, managed, or had ownership interests in 43 gaming and racing properties in 20 states.
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, 2025, we owned, managed, or had ownership interests in 42 gaming and racing properties in 19 states.
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 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.
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 OSB 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 political elections, and third-party internet or mobile-based gaming platforms, including both legal and illegal iCasino and sports betting operations.
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.
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.
In addition, PENN Interactive supports operations for retail sportsbooks across the Company’s portfolio of casinos, including, as of December 31, 2024, 30 retail sportsbooks located at the Company’s properties in 13 states. As of January 2023, PENN Interactive also began providing retail sportsbook management services to select casino operators outside our Company’s portfolio.
In addition, PENN Interactive supports operations for retail sportsbooks across the Company’s portfolio of casinos, including, as of December 31, 2025, 33 retail sportsbooks located at the Company’s properties in 14 states. In 2023, PENN Interactive also began providing retail sportsbook management services to select casino operators outside our Company’s portfolio.
Louis Maryland Heights, MO AR PENN Master Lease Dockside gaming 120,000 1,544 45 502 Prairie State Gaming (6) Illinois N/A Land-based gaming N/A 2,378 — — River City Casino St.
Louis (2) Maryland Heights, MO AR PENN Master Lease Dockside gaming 120,000 1,652 45 502 Prairie State Gaming (5) Illinois N/A Land-based gaming N/A 2,307 — — River City Casino (2) St.
Louis, MO Pinnacle Master Lease Dockside gaming 90,000 1,588 43 200 Other Freehold Raceway (10) Freehold, NJ Owned - joint venture Standardbred racing — — — — Retama Park Racetrack (11) 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 — — — — 2,482,088 41,725 1,166 7,321 (1) Excludes poker tables.
Louis, MO Pinnacle Master Lease Dockside gaming 90,000 1,588 42 200 Other Freehold Raceway (9) Freehold, NJ Owned - joint venture Standardbred 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 (11) Harlingen, TX Owned Greyhound racing — — — — 2,438,289 40,891 1,155 7,596 (1) Excludes poker tables.
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 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.
Operating Properties The table below summarizes certain features of the properties owned, operated, or managed by us as of December 31, 2024, 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 55,700 965 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 — 1 Table of Contents Hollywood Casino York (2) York, PA Operating Lease (not with REIT Landlord) Land-based gaming 32,581 715 27 — Hollywood Gaming at Dayton Raceway (2) Dayton, OH AR PENN Master Lease Land-based gaming/racing 40,700 1,057 — — Hollywood Gaming at Mahoning Valley Race Course (2) Youngstown, OH AR PENN Master Lease Land-based gaming/racing 54,000 1,051 — — Marquee by PENN (6) Pennsylvania N/A Land-based gaming N/A 155 — — Plainridge Park Casino (2) Plainville, MA Pinnacle Master Lease Land-based gaming/racing 50,225 976 — — South segment 1 st Jackpot Casino (2) Tunica, MS AR PENN Master Lease Dockside gaming 46,535 644 9 — Ameristar Vicksburg (2) Vicksburg, MS Pinnacle Master Lease Dockside gaming 70,926 922 17 148 Boomtown Biloxi (2) Biloxi, MS AR PENN Master Lease Dockside gaming 34,500 591 23 — Boomtown Bossier City (2) Bossier City, LA Pinnacle Master Lease Dockside gaming 20,000 604 12 187 Boomtown New Orleans (2) New Orleans, LA Pinnacle Master Lease Dockside gaming 30,000 745 26 150 Hollywood Casino Gulf Coast (2) Bay St.
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 — 1 Table of Contents Hollywood Casino at PENN National Race Course (2) Grantville, PA AR PENN Master Lease Land-based gaming/racing 94,371 1,553 42 — Hollywood Casino Perryville (2) Perryville, MD 2023 Master Lease Land-based gaming 34,500 654 13 — Hollywood Casino at The Meadows (2) Washington, PA 2023 Master Lease Land-based gaming/racing 125,000 1,923 94 — Hollywood Casino Toledo (2) Toledo, OH 2023 Master Lease Land-based gaming 135,000 1,706 41 — 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 1 st Jackpot Casino (2) Tunica, MS AR PENN Master Lease Dockside gaming 46,535 645 8 — Ameristar Vicksburg (2) Vicksburg, MS Pinnacle Master Lease Dockside gaming 70,926 869 17 148 Boomtown Biloxi (2) Biloxi, MS AR PENN Master Lease Dockside gaming 34,500 571 21 — Boomtown Bossier City (2) Bossier City, LA Pinnacle Master Lease Dockside gaming 20,000 607 8 187 Boomtown New Orleans (2) New Orleans, LA Pinnacle Master Lease Dockside gaming 30,000 720 26 150 Hollywood Casino Gulf Coast (2) Bay St.
The AR PENN Master Lease remains subject to annual rent escalators and a percentage rent reset every five years. The AR PENN Master Lease along with the 2023 Master Lease (as defined and discussed below) are cross-defaulted, cross-collateralized, and coterminous, and subject to a parent guarantee.
The AR PENN Master Lease along with the 2023 Master Lease (as defined and discussed below) are cross-defaulted, cross-collateralized, and coterminous, and subject to a parent guarantee.
The 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.
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.
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.
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.
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. S ee Note 11, “Leases” in the notes to our Consolidated Financial Statements for further discussion.
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.
River City Casino features a hotel, multiple dining outlets, an entertainment lounge, and over 10,000 square feet of conference space. 5 Table of Contents Interactive Operations PENN Interactive operates our online gaming portfolio which includes: (i) ESPN BET, an online sportsbook operating in select U.S. jurisdictions; (ii) Hollywood Casino, an iCasino operating in select U.S. jurisdictions, including within the ESPN 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.
Interactive Operations PENN Interactive operates our online gaming portfolio which includes: (i) theScore 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 theScore Bet website and app and stand-alone Hollywood iCasino website and app; and (iv) PENN Game Studios, our in-house iCasino and social gaming content studio.
The facility features slot machines, table games, poker tables, a hotel, 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 bar and/or retail gaming establishments in seven distinct geographic areas throughout Illinois. River City Casino is located in the St.
Prairie State Gaming is our licensed VGT route operator in Illinois across a network of over 410 bar and/or retail gaming establishments in seven distinct geographic areas throughout Illinois. 5 Table of Contents River City Casino is located in the St.
Louis, MS AR PENN Master Lease Land-based gaming 51,000 773 28 291 Hollywood Casino Tunica (2) Tunica, MS AR PENN Master Lease Dockside gaming 54,000 768 10 494 L’Auberge Baton Rouge (2) Baton Rouge, LA Pinnacle Master Lease Dockside gaming 71,500 947 56 205 L’Auberge Lake Charles (2) Lake Charles, LA Pinnacle Master Lease Dockside gaming 71,200 1,100 85 995 Margaritaville Resort Casino (2) Bossier City, LA Margaritaville Lease Dockside gaming 30,000 956 50 395 West segment Ameristar Black Hawk (2) Black Hawk, CO Pinnacle Master Lease Land-based gaming 56,000 858 40 536 Cactus Petes and Horseshu (2) Jackpot, NV Pinnacle Master Lease Land-based gaming 30,600 560 14 416 M Resort Spa Casino (2)(3) Henderson, NV 2023 Master Lease Land-based gaming 96,000 929 37 390 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 Argosy Casino Alton (2)(8) Alton, IL AR PENN Master Lease Dockside gaming 23,000 504 9 — Argosy Casino Riverside Riverside, MO AR PENN Master Lease Dockside gaming 56,000 1,079 37 258 Hollywood Casino Aurora (2)(3) 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 at Kansas Speedway (2)(9) Kansas City, KS Owned - joint venture Land-based gaming 95,000 1,530 32 — Hollywood Casino St.
Louis, MS AR PENN Master Lease Land-based gaming 51,000 767 30 291 Hollywood Casino Tunica (2) Tunica, MS AR PENN Master Lease Dockside gaming 54,000 780 9 494 L’Auberge Baton Rouge (2) Baton Rouge, LA Pinnacle Master Lease Dockside gaming 71,500 822 56 205 L’Auberge Lake Charles (2) Lake Charles, LA Pinnacle Master Lease Dockside gaming 70,000 1,100 81 995 Margaritaville Resort Casino (2) Bossier City, LA VICI Master Lease Dockside gaming 30,000 946 43 395 West segment Ameristar Black Hawk (2) Black Hawk, CO Pinnacle Master Lease Land-based gaming 56,000 849 39 536 Cactus Petes and Horseshu (2) Jackpot, NV Pinnacle Master Lease Land-based gaming 30,600 521 16 416 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)(6) Council Bluffs, IA Pinnacle Master Lease Dockside gaming 35,000 1,285 17 444 Argosy Casino Alton (2)(7) Alton, IL AR PENN Master Lease Dockside gaming 24,410 519 9 — Argosy Casino Riverside (2) Riverside, MO AR PENN Master Lease Dockside gaming 58,850 1,060 31 258 Hollywood Casino Aurora (2) Aurora, IL 2023 Master Lease Dockside gaming 53,000 836 27 — Hollywood Casino Joliet (2) Joliet, IL 2023 Master Lease Land-based gaming 48,874 1,005 43 — Hollywood Casino at Kansas Speedway (2)(8) Kansas City, KS Owned - joint venture Land-based gaming 95,000 1,525 32 — Hollywood Casino St.
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.
In addition, we offer live sports betting at our properties in 14 states. Operating Properties 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.
Argosy Casino Riverside is located on the Missouri River, approximately five miles from downtown Kansas City. In addition to gaming amenities, 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.
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.
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.
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.
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.
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.
Material changes, new laws or regulations, or material 9 Table of Contents 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 objective is to attract, retain, and develop high-quality talent with different perspectives.
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 human capital strategy is focused on attracting, developing, engaging, and retaining high-quality talent to support our operating priorities.
We had 36 collective bargaining agreements covering approximately 4,110 active employees. Three collective bargaining agreements are scheduled 10 Table of Contents 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.
We had 35 collective bargaining agreements covering approximately 4,286 active union employees, of which 15 are scheduled to expire in 2026. Although we believe we have strong employee relations, there can be no 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.
Our commitment to an equal-opportunity and respectful workplace, in which everyone feels valued, respected, and supported, is a factor driving our success.
Our commitment to an equal opportunity and respectful workplace where team members feel valued, respected, and supported is an important factor in our success.
It features slot machines, table games, poker tables, and 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.
Hollywood Casino Columbus is a Hollywood-themed casino located in Columbus, Ohio. It features slot machines, table games, poker tables, a sportsbook for live sports betting, as well as multiple food and beverage outlets, and an entertainment lounge.
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.
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. Competition The gaming, media, and entertainment industries are characterized by an increasingly high degree of competition among a large number of participants.
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.
In addition, PENN Interactive also operates our digital sports media business, theScore Media and Gaming, Inc. (“theScore”). As of December 31, 2025, PENN Interactive operates online sportsbooks in 22 jurisdictions and iCasino in five jurisdictions throughout the U.S. and Canada. Previously, PENN Interactive’s online gaming business included Barstool Sportsbook & Casino (“Barstool Sportsbook”), an online sportsbook and iCasino.
In addition to gaming amenities, the property features a full-service hotel, an 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.
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, a sportsbook for live sports betting, a fitness center, dining venues, and a lounge.
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 an ESPN BET sportsbook with live sports betting, and 5,000 square feet of convention and meeting space.
In addition to gaming amenities, the property also features a hotel, a fitness center, several dining facilities, a sports bar featuring a 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.
In addition, through our Greenwood joint venture, we own 50% of a leased off-track wagering (“OTW”) facility in Toms River, New Jersey, and operate another OTW facility, which we constructed, in Gloucester Township, New Jersey. Retama Park Racetrack.
Through our joint venture with Greenwood, we previously owned 50% of a leased off-track wagering (“OTW”) facility in Toms River, New Jersey, and operated another OTW facility, which we constructed, in Gloucester Township, New Jersey. The OTW facility in Gloucester Township closed on December 15, 2024. Operations ceased at Freehold Raceway on December 28, 2024.
Additionally, theScore BET Sportsbook and Casino app delivers an immersive and holistic mobile sports betting and iCasino gaming experience, leveraging theScore’s proprietary player account management and risk and trading platforms. theScore’s technology, resources, and audience reach is used to accelerate our media and sports betting strategy across North America and is the foundation for online sportsbook and iCasino products, such as ESPN BET and theScore BET.
Additionally, theScore Casino app offers a variety of online slots, table games and live dealer content. theScore’s technology, resources, and audience reach is used to accelerate our media and sports betting strategy across North America and is the foundation for online sportsbook and iCasino products, such as theScore Bet. Barstool .
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 also includes a recreational vehicle park. 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.
S ee Note 11, “Leases” in the notes to our Consolidated Financial Statements for further discussion. 8 Table of Contents The Company has triple net leases with VICI Properties, Inc. (NYSE: VICI) (“VICI”) for the real estate assets associated with the Margaritaville Resort Casino and Hollywood Casino at Greektown properties.
S ee Note 11, “Leases” in the notes to our Consolidated Financial Statements for further discussion. 8 Table of Contents 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.
Pursuant to these agreements, as of December 31, 2024, such online sports betting and online casino operators have operations in six states. theScore is a sports media company that provides comprehensive coverage of sports through its various platforms including theScore media app and theScore BET Sportsbook and Casino app. theScore media app delivers users highly-personalized live scores, news, stats, and betting information from their favorite teams, leagues, and players.
Further, through PENN’s portfolio of properties, PENN Interactive has entered into multi-year agreements with sports betting operators for OSB and iCasino market access in six states as of December 31, 2025. theScore is a sports media company that provides comprehensive coverage of sports through its various platforms including theScore media app, theScore Bet Sportsbook and Casino app, and theScore Casino app. theScore media app delivers users highly-personalized live scores, news, stats, and betting information from their favorite teams, leagues, and players. theScore Bet Sportsbook and Casino app delivers an immersive and holistic mobile sports betting and iCasino gaming experience, leveraging theScore’s proprietary player account management and risk and trading platforms.
The property also features more than 60,000 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.
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 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.
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 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.
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.
(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. 2 Table of Contents (10) Pursuant to a joint venture with Greenwood Limited Jersey, Inc., a subsidiary of Greenwood Racing, Inc. Operations at Freehold Raceway ceased on December 28, 2024.
(6) Includes 284 rooms operated by a third-party and located on land leased by us and subleased to such third-party. 2 Table of Contents (7) The riverboat is owned by us and not subject to the AR PENN Master Lease. (8) Pursuant to a joint venture with NASCAR Holdings LLC.
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.
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.
Through the dedicated efforts of our corporate, interactive, and property leadership teams, and our charitable foundation, we launched or expanded a number of initiatives in 2024 focused on improving the lives of our team members, their families, and those in need in our communities.
Through the efforts of our corporate, interactive, and retail property leadership teams, and our charitable foundation, we continued, launched and/or expanded several initiatives in 2025 intended to support our team members and their families and strengthen the communities in which we operate. Key programs and initiatives include: • Talent development and succession planning.
(2) Property offers a sportsbook for live sports betting. (3) Property transferred to 2023 Master Lease (as defined in Note 11, “Leases,” in the notes to our Consolidated Financial Statements), effective January 1, 2023. (4) Includes 168 rooms at our hotel and event center located less than a mile from the gaming facility.
(2) Property offers a sportsbook for live sports betting. (3) Includes 168 rooms at our hotel and event center located less than a mile from the gaming facility. (4) Upon termination of the Morgantown Lease, ownership of the constructed building and all tenant improvements will transfer from the Company to GLPI. (5) VGT route operations.
Previously, PENN Interactive’s online gaming business included Barstool Sportsbook & Casino (“Barstool Sportsbook”), an online sportsbook and casino. On November 14, 2023, the Barstool Sportsbook brand was discontinued with PENN Interactive re-launching its U.S. online sportsbook product as ESPN BET and its U.S. iCasino product as Hollywood Casino.
In 2023, the Barstool Sportsbook brand was discontinued and PENN Interactive re-launched its U.S. online sportsbook product as ESPN BET and its U.S. iCasino product as Hollywood Casino. PENN’s exclusive right to use the ESPN BET trademark for its OSB offerings in the U.S. ended on December 1, 2025.
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.
We welcomed our first Fellow in 2025, and additional Fellows are expected to begin in the first quarter of 2026. 10 Table of Contents 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.
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.
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, a sportsbook for live sports betting, and over 10,000 square feet of conference space.
The Company’s portfolio is further bolstered by its industry-leading PENN Play™ customer loyalty program, offering its approximately 32 million members a unique set of rewards and experiences. Reportable Segments We have five reportable segments: Northeast, South, West, Midwest, and Interactive.
The Company’s portfolio is further bolstered by its industry-leading PENN Play TM customer loyalty program, offering its over 33 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.
Our talent and development programs are designed to develop, 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; enhance the Company’s philanthropic culture by encouraging participation and championing programs in the communities in which we work and live; and invest in technology and resources to provide our team members with the most efficient tools to perform their jobs.
Our programs are designed to strengthen succession pipelines for key roles and leadership positions; recognize and support team members through competitive pay and benefits; promote community engagement through our philanthropic efforts; and invest in technology and resources that help team members perform their jobs efficiently. As of December 31, 2025, we had approximately 23,441 full-time and part-time employees.
ITEM 1. BUSINESS Overview PENN Entertainment, Inc., together with its subsidiaries (“PENN,” or the “Company”), is North America’s leading provider of integrated entertainment, sports content, and casino gaming experiences.
ITEM 1. BUSINESS Overview PENN Entertainment, Inc., together with its subsidiaries (“PENN,” the “Company,” “we,” “our,” or “us”), operates in 28 jurisdictions throughout North America, with a broadly diversified portfolio of casinos, racetracks, and online sports betting (“OSB”) and iCasino offerings.
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 facility features slot machines, table games, poker tables, a hotel, a sportsbook for live sports betting, and a variety of dining and entertainment venues.
(11) Pursuant to a management contract with Retama Development Corporation. (12) 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.
(9) Pursuant to a joint venture with Greenwood Limited Jersey, Inc., a subsidiary of Greenwood Racing, Inc. Operations at 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.
Removed
As of the issuance date of this report, PENN 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 ® .
Added
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.
Removed
PENN’s ability to leverage its partnership with ESPN, Inc. and ESPN Enterprises, Inc. (together, “ESPN”), the “worldwide leader in sports,” and its 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.
Added
In 2023, as part of our continuous capital investment strategy, the Company and GLPI amended and restated certain leases and entered into a master development agreement for planned redevelopment and relocation projects at certain properties which are expected to progress throughout 2026. See “Triple Net Leases” below for further discussion.
Removed
In addition, we offer live sports betting at our properties in 13 states.

… 35 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

121 edited+42 added−27 removed141 unchanged
Biggest changeRisks Related to Our Operations • We have certain retail properties that generate a significant percentage of our revenues and our ability to meet our operating and debt service requirements is dependent, in part, upon the continued success of these properties. • 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 of our facilities are leased and could experience risks associated with leased property. • We are subject to risks and costs related to climate change regulations and greenhouse gas effects. • 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. 11 Table of Contents • 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 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. • We are reliant on our partnership with ESPN, and our failure to maintain that relationship could negatively impact our business, reputation, and strategic goals. • The growth of our Interactive segment will depend on our ability to attract and retain users and investments in our online offerings, technology, and strategic marketing initiatives. • 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 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. • 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.
Biggest changeRisks 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. • 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. • There can be no assurance that we will be able to compete effectively or generate sufficient returns from our OSB and iCasino operations, including theScore Bet and Hollywood iCasino. • 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. • 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. 11 Table of Contents • 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 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. • Our growth and success depend, in part, on the success of our strategic relationships with third parties. • 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. • 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. • 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 face a number of challenges prior to opening new or upgraded gaming properties, launching iCasino and sports betting in new jurisdictions, or launching new iCasino or sports betting offerings.
Our operations in several jurisdictions depend on 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.
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.
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.
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 on an event-by-event and day-by-day basis.
If those properties or other properties we develop or acquire do not provide us with 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.
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.
If we are held 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.
If we are 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.
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.
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.
Our access to funding sources and other 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 involving 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 indemnification obligations under the Barstool SPA.
Our access to funding sources and other 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 involving 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 indemnification obligations.
In recognition of these heightened risks, our Board of Directors and Audit Committee receive regular presentations and reports on material cybersecurity risks which might impact us. See Item 1C.
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.
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 17 Table of Contents • contractual provisions may not be enforceable.
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 • contractual provisions may not be enforceable.
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.
We face a number of challenges prior to opening new or upgraded gaming properties, launching iCasino and sports betting in new jurisdictions, or launching new iCasino or sports betting offerings.
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.
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 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.
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. • 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.
Legal and Regulatory Risk Factors • 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 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.
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 and Snapchat, affiliates and paid and organic search, and other digital channels, such as mobile display.
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, X and Snapchat, affiliates and paid and organic search, and other digital channels, such as mobile display.
For example, in the past, certain VIP patrons have placed 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.
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.
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.
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.
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.
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.
Termination of the PENN Master Lease, the 2023 Master Lease, 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.
Termination of the AR PENN Master Lease, the 2023 Master Lease, or Pinnacle Master 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.
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.
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.
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. 25 Table of Contents Certain public and private issuances of securities and other transactions that we are party to also require the approval of some gaming regulatory authorities.
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. Certain public and private issuances of securities and other transactions that we are party to also require the approval of some gaming regulatory authorities.
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. 23 Table of Contents If internet and other technology-based service providers experience service interruptions, our ability to conduct our business may be impaired.
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. If internet and other technology-based service providers experience service interruptions, our ability to conduct our business may be impaired.
Additionally, the increased ability of 16 Table of Contents 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.
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. Qualified individuals are in high demand, particularly in the technology and media industries, and we may incur significant costs to attract them.
Decreases in discretionary consumer spending or changes in consumer preferences, including as a result of perceived or actual adverse economic conditions or inflation, changes in interest or unemployment rates, tight credit conditions, increased housing, energy, food and travel costs, global hostilities, trade 12 Table of Contents disputes, including the imposition of new or increased tariffs, political or social unrest, widespread illnesses, or other factors beyond our control, could adversely affect the gaming and entertainment industries and demand for our products and amenities, which could materially and adversely affect our business, financial condition, and results of operations.
Decreases in discretionary consumer spending or changes in consumer preferences, including as a result of perceived or actual adverse economic conditions or inflation, changes in interest or unemployment rates, government shutdowns, tight credit conditions, increased housing, energy, food and travel costs, global hostilities, trade disputes, including the imposition of new or increased tariffs, political or social unrest, widespread illnesses, or other factors beyond our control, could adversely affect the gaming and entertainment industries and demand for our products and amenities, which could materially and adversely affect our business, financial condition, and results of operations.
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.
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. 17 Table of Contents Additionally, we rely on third-party suppliers to provide gaming equipment, semiconductor chips and other supplies for our business.
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.
Finally, given the competitive nature of these types of limited license opportunities, litigation is possible. 20 Table of Contents 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.
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.
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.
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.
Achieving growth may require us to 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.
Cybersecurity of this Annual Report on Form 24 Table of Contents 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.
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.
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.
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.
Any such shareholder activism could have an adverse effect on our business, financial condition, and results of operations. Risks Related to our Operations We generate a material 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.
Any such shareholder activism could have an adverse effect on our business, financial condition, and results of operations. 14 Table of Contents 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.
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 OSB and iCasino business, including geolocation, identity and age verification, payment processing, and sports data.
This would allow our competitors to create similar offerings with lower development effort and time and ultimately could result in a loss of 18 Table of Contents our competitive advantages.
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.
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.
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.
Our ability to achieve revenue growth in the future in our Interactive segment (inclusive of ESPN BET, theScore BET sports betting and iCasino app, and Hollywood iCasino) 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.
Our ability to achieve revenue growth in the future in our Interactive segment (inclusive of theScore Bet 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.
Risks Related to Our Business, Industry, and Market Conditions 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. Our business is particularly sensitive to downturns in the economy and the associated impact on discretionary spending on leisure activities.
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. Our business is particularly sensitive to downturns in the economy and the associated impact on discretionary spending on leisure activities.
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 activists could cause a disruption to our business.
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.
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.
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.
No assurance can be given that, when we endeavor to open new or upgraded retail gaming properties, expand sports betting or iCasinos 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.
No assurance can be given that, when we endeavor to open new or upgraded retail gaming properties, expand sports betting or 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.
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 22 Table of Contents exceeding those anticipated.
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.
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.
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.
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.
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.
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.
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.
In addition, 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 from those locations.
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 cease operations at those locations.
For more information regarding our future development projects, see “Recent Acquisitions, Development Projects and Other” in the “Executive 14 Table of Contents 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.
For more information regarding our future development projects, see “Recent Development Projects” 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.
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.
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. 25 Table of 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.
As of December 31, 2024, a significant number of team members at our properties are currently covered by collective bargaining agreements.
As of December 31, 2025, a meaningful number of team members at our properties are currently covered by collective bargaining agreements.
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 the launch of ESPN BET. 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.
There can be no assurance that we will be able to compete effectively or generate sufficient returns from our OSB and iCasino operations, including theScore Bet and Hollywood 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.
In particular, local opposition can delay or increase the anticipated cost of a project, and, in projects where we team up with a joint venture partner or licensing partner, if we cannot reach agreement with such partners, or if our relationships otherwise deteriorate, we could face significant increased costs and delays.
In particular, local opposition can delay or increase the anticipated cost of a project, and, in projects where we partner with a third party, if we cannot reach agreement with such parties, or if our relationships otherwise deteriorate, we could face significant increased costs and delays.
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.
W e use hold percen tage 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.
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.
Legal and Regulatory Risk Factors 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.
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 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.
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.
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 deals on these development opportunities.
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 potential third party relationships related to these development opportunities.
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.
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. 16 Table of Contents We face the risk of fraud, theft, and cheating.
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.
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.
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.
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.
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.
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.
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 15 Table of Contents cancellations or delays, and the availability and popularity of other forms of entertainment.
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.
We believe the 26 Table of Contents 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.
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.
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. It is not possible to determine with certainty the likelihood of changes in such laws or in the administration of such laws.
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.
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.
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.
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.
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.
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 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.
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.
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.
Delays in opening new or upgraded properties or offerings, or expanding offerings in new jurisdictions, could lead to increased costs and delays in receiving anticipated revenues with respect to such properties or offerings and could have a material adverse effect on our business, prospects, financial condition, results of operations, and cash flows.
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 realizing the anticipated benefits of our investments in such properties or offerings, and could have a material adverse effect on our business, financial condition, and results of operations.
Intense competition exists in the gaming, media, and entertainment industries, and we expect competition to continue to intensify. The gaming, media, and entertainment industries are characterized by an increasingly high degree of competition among a large number of participants.
The gaming, media, and entertainment industries are characterized by an increasingly high degree of competition among a large number of participants.
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.
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.
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.
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. 27 Table of Contents 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 also utilize a significant portion of our cash flow from operations to make our rent payments, which were $950.4 million for the year ended December 31, 2024, pursuant to and subject to the terms and conditions of our Master Leases and Morgantown Lease, each with GLPI, and our Margaritaville Lease and Greektown Lease with VICI (as defined previously, collectively, our “Triple Net Leases”).
We also utilize a significant portion of our cash flow from operations to make our rent payments, which were $967.8 million for the year ended December 31, 2025, pursuant to and subject to the terms and conditions of our Master Leases, VICI Master Lease, Margaritaville Lease (prior to December 4, 2025), Greektown Lease (prior to December 4, 2025), and Morgantown Lease, (as defined in Note 11, “Leases” in the notes to our Consolidated Financial Statements , collectively, our “Triple Net Leases”).
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. 21 Table of Contents Participation in the sports betting industry exposes us to trading, liability management, and pricing risk.
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.
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.
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.
As of December 31, 2024, we had indebtedness of $2.8 billion, including $1.5 billion outstanding under our Amended Credit Facilities.
As of December 31, 2025, we had indebtedness of $2.9 billion, including $2.0 billion outstanding under our Amended Credit Facilities.
This intense competition and consolidation could result in the formation of larger competitors with increased financial resources and altered cost structures, which may enable them to offer more competitive products, gain a larger market share, expand offerings, adopt aggressive pricing or promotional policies, and broaden their geographic scope of operations.
This scale could result in competitors with increased financial resources and more efficient cost structures, which may enable them to offer more competitive products, gain a larger market share, expand offerings, adopt aggressive pricing or promotional policies, and broaden their geographic scope of operations. In addition, iCasino and online sports betting providers face growing competition from prediction markets.
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.
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.
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.
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. 18 Table of Contents 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.
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.
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. State and local smoking restrictions have and may continue to negatively affect our business.
For example, for the year ended December 31, 2024, we incurred capital project expenditures of $253.3 million 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.
For example, for the year ended December 31, 2025, we incurred project capital expenditures of $408.4 million, the majority of which are in connection with the PENN Development Projects (as defined in the “Executive Overview” within our Management’s Discussion and Analysis).
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, 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.
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 decreases during applicable off-seasons and increases during significant sporting events.
Our online sportsbook, retail sportsbook, and core retail business operations fluctuate due to seasonal trends and other factors. For example, we have experienced sports betting 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 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.
Our business, financial condition, and results of operations could be adversely impacted by our inability to secure timely replacement services that are sufficient to support our online business on comparable terms. The termination of our partnership with ESPN could negatively impact our business, reputation, financial condition, and results of operations.
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 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.
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 OSB 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 political elections, and third-party internet or mobile-based gaming platforms, including both legal and illegal iCasino and sports betting operations. 12 Table of Contents 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.
Risks Related to Our Business, Industry and Market Conditions • 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 competition exists in the gaming, media, and entertainment industries, and we expect competition to continue to intensify. • Our results of operations may fluctuate due to seasonality and other factors, which could make our future operating results difficult to predict. • Shareholder activists could cause a disruption to our business.
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. • Our results of operations fluctuate due to seasonality and other factors, which could make our future operating results difficult to predict. • Participation in the sports betting industry exposes us to trading, liability management, and pricing risk. • Shareholder activists have, and could in the future, cause a disruption to, or have an adverse effect on our business.

… 110 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

15 edited+4 added−3 removed15 unchanged
Biggest changeThe 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. 29 Table of Contents The Company’s Chief Information 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.
Biggest changeLingenfelter 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 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.
The Company’s Chief Technology 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, Chief Financial Officer; Chief Compliance Officer; Chief Accounting Officer; Chief Legal Officer; SVP of Operations; 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.
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, 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.
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. • 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.
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- 29 Table of Contents 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.
(2) Of which, 53 acres is wetlands. (3) Of which, 3 acres is subject to the PENN Master Lease. (4) Of which, 38 acres is subject to the 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.
(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.
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. 28 Table of Contents • 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 Officer, other members of management, and relevant management committees and councils, including the Company’s Cyber Security Committee.
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. • 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 Technology Officer, other members of management, and relevant management committees and councils, including the Company’s Cyber Security Committee.
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 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.
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 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.
Through the ongoing communications from these teams, the Chief Information 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.
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.
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 33 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 Hollywood Casino at Kansas Speedway Kansas City, KS Land, buildings 101 — — Hollywood Casino 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 18 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 310 Hollywood Casino at Kansas Speedway Kansas City, KS Land, buildings 101 — — Hollywood Casino St.
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”).
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 Board.
Risk Factors, “Risks Related to our Information Systems and Technology” for additional discussion of cybersecurity risks to our business. 30 Table of Contents ITEM 2. PROPERTIES As detailed in Item 1.
Risk Factors, “Risks Related to our Information Systems and Technology” for additional discussion of cybersecurity risks to our business. 31 Table of Contents ITEM 2. PROPERTIES As detailed in Item 1.
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 31 Table of Contents (1) Of which, 393 acres is undeveloped land surrounding Hollywood Casino at PENN National Race Course.
Louis, MO — — Land (5) , buildings, barge 83 Other Freehold Raceway (6) Freehold, NJ Land, racetrack, buildings — — — 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 — — 720 4,461 32 Table of Contents (1) Of which, 393 acres is undeveloped land surrounding Hollywood Casino at PENN National Race Course.
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; 81,929 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.
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; 79,812 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; 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.
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, 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.
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 Board discusses the Company’s approach to cybersecurity risk management with the Company’s Chief Technology Officer, and, as necessary, the Company’s Chief Technology Officer meets with the Audit Committee to discuss cybersecurity risk management. 30 Table of Contents The Company’s Chief Technology 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.
Removed
The Board discusses the Company’s approach to cybersecurity risk management with the Company’s Chief Information Officer, and, as necessary, the Company’s Chief Information Officer meets with the Audit Committee to discuss cybersecurity risk management.
Added
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.
Removed
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.
Added
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.
Removed
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.
Added
Mr. LaBerge holds a B.A. in electrical and computer engineering from the University of South Carolina.
Added
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.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

10 edited+3 added−0 removed2 unchanged
Biggest changeStock 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. We did not repurchase any shares of our common stock during the fourth quarter of the year ended December 31, 2024.
Biggest changeThe 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.
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.
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, 2020.
Sales of Unregistered Equity Securities We have not sold any equity securities during the year ended December 31, 2024 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. 32 Table of Contents 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”).
Sales of Unregistered Equity Securities We have not sold any equity securities during the year ended December 31, 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. 33 Table of Contents Purchases of Equity Securities On February 1, 2022, our Board 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.
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. 33 Table of Contents ITEM 6. RESERVED
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. ITEM 6. RESERVED
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 24, 2025, there were 1,469 holders of record of our common stock.
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 23, 2026, there were 1,382 holders of record of our common stock.
Payment of any cash dividends in the future will be at the discretion of our Board of Directors 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.
Payment of any cash dividends in the future will be at the discretion of 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.
The repurchase authorization expires on January 31, 2025. On December 6, 2022, our Board of Directors authorized an additional $750.0 million program for such repurchases, which expires on December 31, 2025 (the “December 2022 Authorization”). The Company utilized the capacity under the February 2022 Authorization prior to effecting any repurchases under the December 2022 Authorization.
The repurchase authorization expired on January 31, 2025. On December 6, 2022, our Board authorized an additional $750.0 million program for such repurchases, which expired on December 31, 2025 (the “December 2022 Authorization”).
As of December 31, 2024, the remaining availability under our December 2022 Authorization was $749.5 million. Stock Performance Graph The following graph compares the cumulative total shareholder return for the Company's Common Stock since December 31, 2019 to the total returns of the S&P 500 Index and the Russell 3000 Casino and Gambling Index.
The timing and amount of stock repurchases will depend on a variety of factors, including market conditions as well as corporate and regulatory considerations. 34 Table of Contents Stock Performance Graph The following graph compares the cumulative total shareholder return for the Company's Common Stock since December 31, 2020 to the total returns of the S&P 500 Index and the Russell 3000 Casino and Gambling Index.
Future financing arrangements may also prohibit the payment of dividends under certain 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.
Period Ending December 31, Index 2019 2020 2021 2022 2023 2024 PENN Entertainment, Inc. $ 100.00 $ 337.91 $ 202.86 $ 116.20 $ 101.80 $ 77.54 S&P 500 $ 100.00 $ 118.40 $ 152.39 $ 124.79 $ 157.59 $ 197.02 Russell 3000 Casino and Gambling Index $ 100.00 $ 115.20 $ 113.53 $ 84.96 $ 106.92 $ 102.89 A.
Period Ending December 31, Index 2020 2021 2022 2023 2024 2025 PENN Entertainment, Inc. $ 100.00 $ 60.03 $ 34.39 $ 30.13 $ 22.95 $ 17.08 S&P 500 $ 100.00 $ 128.71 $ 105.40 $ 133.10 $ 166.40 $ 196.16 Russell 3000 Casino and Gambling Index $ 100.00 $ 98.54 $ 73.75 $ 92.81 $ 89.32 $ 85.84 A.
Added
On October 30, 2025, the Board approved a new $750.0 million share repurchase program (the “October 2025 Authorization”), which commenced on January 1, 2026 and expires on December 31, 2028. Stock repurchases, if any, will be funded using our available liquidity.
Added
The following table presents the total number of shares of our common stock that we repurchased during the fourth quarter of the year ended December 31, 2025, the average price paid per share, the number of shares that we repurchased as part of our share repurchase program, and the 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.
Added
(2) We initiated share repurchases under the December 2022 Authorization. Stock repurchases are funded using our available liquidity.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

126 edited+67 added−68 removed42 unchanged
Biggest changeThe following table presents our consolidated other income (expenses): For the year ended December 31, $ Change % Change (dollars in millions) 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 2024 vs. 2023 2023 vs. 2022 Other income (expenses) Interest expense, net $ (470.5) $ (464.7) $ (758.2) $ (5.8) $ 293.5 1.2 % (38.7) % Interest income $ 23.6 $ 40.3 $ 18.3 $ (16.7) $ 22.0 (41.4) % 120.2 % Income from unconsolidated affiliates $ 28.1 $ 25.3 $ 23.7 $ 2.8 $ 1.6 11.1 % 6.8 % Gain on Barstool Acquisition, net $ — $ 83.4 $ — $ (83.4) $ 83.4 N/M N/M Gain on REIT transactions, net $ — $ 500.8 $ — $ (500.8) $ 500.8 N/M N/M Loss on early extinguishment of debt $ (0.3) $ — $ (10.4) $ (0.3) $ 10.4 N/M N/M Other $ 5.3 $ 5.5 $ (72.1) $ (0.2) $ 77.6 (3.6) % N/M Income tax benefit $ 28.0 $ 8.2 $ 46.4 $ 19.8 $ (38.2) 241.5 % (82.3) % N/M - Not meaningful Interest expense, net increased for the year ended December 31, 2024, as compared to the prior year, due to overall increase in interest rates on our Senior Secured Credit Facilities as well as the Pinnacle Master Lease rent escalator effective May 1, 2024. 40 Table of Contents Interest income decreased for the year ended December 31, 2024, as compared to the prior year, primarily due to a decrease in the amount invested in money market funds, which we use for short term investing.
Biggest changeDuring the year ended December 31, 2024, we recorded impairment charges on our goodwill and other intangible assets of $12.3 million and $76.8 million, respectively, as a result of our annual impairment assessment during the fourth quarter of 2024. 42 Table of Contents The following table presents our consolidated other income (expenses): For the year ended December 31, $ Change % Change (dollars in millions) 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 2025 vs. 2024 2024 vs. 2023 Other income (expenses) Interest expense, net $ (405.8) $ (470.5) $ (464.7) $ 64.7 $ (5.8) (13.8) % 1.2 % Interest income $ 9.7 $ 23.6 $ 40.3 $ (13.9) $ (16.7) (58.9) % (41.4) % Income from unconsolidated affiliates $ 37.7 $ 28.1 $ 25.3 $ 9.6 $ 2.8 34.2 % 11.1 % Gain on Barstool Acquisition, net $ — $ — $ 83.4 $ — $ (83.4) N/M N/M Gain on REIT transactions, net $ 3.3 $ — $ 500.8 $ 3.3 $ (500.8) N/M N/M Gain on financing arrangement $ 215.1 $ — $ — $ 215.1 $ — N/M N/M Loss on early extinguishment of debt $ (11.8) $ (0.3) $ — $ (11.5) $ (0.3) N/M N/M 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 decreased by $64.7 million for the year ended December 31, 2025, as compared to the prior year.
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.
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, global hostilities, political or social unrest, and the effects of pandemics.
We define 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.
We 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.
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, we believe Adjusted EBITDA is useful as a supplemental measure in evaluating the performance of our consolidated results of operations.
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.
Capital Expenditures Capital expenditures are accounted for as either project capital (new facilities or expansions) or maintenance (replacement) which is inclusive of projects such as our retail sportsbooks, our cashless, cardless and contactless technology, and hotel renovations.
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.
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 Master Development Agreement provides that GLPI will fund up to $225.0 million for the Aurora Project and, upon PENN’s request, up to $350.0 million in aggregate for the Other Development Projects, in accordance with certain terms and conditions set forth in the Master Development Agreement.
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 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.
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.
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.
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.
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.
If our ongoing estimates of future cash flows are not met, we may have to record 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.
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.
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.
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.
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 impairment testing.
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 the impairment testing.
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.
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.
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 evaluation of goodwill requires the use of estimates about future operating results of the 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.
In addition, while we anticipated 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 projects; development projects; and jurisdictional expansions and property expansion in under-penetrated markets; there can be no assurance that this will be the case.
In addition, while we 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 projects; development projects; and jurisdictional expansions and property expansion in under-penetrated markets; there can be no assurance that this will be the case.
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 an individual reporting unit.
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 an individual reporting unit.
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 49 Table of Contents the leased properties and the business conducted on the leased properties.
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 the leased properties and the business conducted on the leased properties.
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.
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, 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.
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 29% of table game drop. Slot handle is the gross amount wagered during a given period.
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 30% of table game drop. Slot handle is the gross amount wagered during a given period.
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, 2023, and 2022, as applicable.
Cash provided by operating activities, as well as cash available under our Amended Revolving Credit Facility, was available to fund our capital expenditures for the years ended December 31, 2025, 2024, and 2023, as applicable.
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.
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. 37 Table of Contents We continuously adjust operations, offerings, and cost structures to reflect changing economic conditions, as well as consumer demand and behaviors.
PENN’s focus 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 and iCasino betting platform and an in-house iCasino content studio (PENN Game Studios).
PENN’s focus is on organic cross-sell opportunities, reinforced by its market-leading retail casinos, sports media assets and technology, including a proprietary state-of-the-art, fully integrated digital sports betting and iCasino platform, and an in-house iCasino content studio.
(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”).
(Nasdaq: GLPI) (“GLPI”), a real estate investment trust (“REIT”), and include the AR PENN Master Lease, 2023 Master Lease, and Pinnacle Master Lease (as such terms are defined in Note 11, “Leases” in the notes to our Consolidated Financial Statements and collectively referred to as the “Master Leases”).
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).
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).
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 51 Table of Contents the assets including their eventual disposition.
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.
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 compared to December 31, 2023 .
This management’s discussion and analysis of financial condition and results of operations includes discussion as of and for the year ended December 31, 2025 compared to December 31, 2024 .
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 50 Table of Contents requirements. See “Risk Factors—Risks Related to Our Capital Structure” within “Item 1A.
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.
These estimates could be negatively impacted by changes in federal, state, or local regulations, economic downturns, or other events affecting our properties. 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.
These estimates could be negatively impacted by changes in federal, state, or local regulations, economic downturns, or other events affecting our properties. 54 Table of Contents 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.
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.
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.
See the “Segment comparison of the years ended December 31, 2024 and 2023” section below for discussions on our results of operations by reportable segment. Key Performance Indicators In our business, revenue is driven by discretionary consumer spending.
See the “Segment comparison of the years ended December 31, 2025 and 2024” section below for discussions on our results of operations by reportable segment. Key Performance Indicators In our business, revenue is driven by discretionary consumer spending.
We expect the majority of our future growth to come from our online sports betting and iCasino businesses; improvements, expansions, or relocations of our existing properties; entrance into new jurisdictions; expansions of gaming in existing jurisdictions; strategic investments and acquisitions; and cross-sell opportunities between our retail gaming, online sports betting, and iCasino businesses.
We expect the majority of our future growth to come from our OSB 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, OSB, and iCasino businesses.
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 EBITDA and Adjusted EBITDAR, which are non-GAAP financial measures.
Such segment reporting is consistent with how we measure our business and allocate resources internally. We consider net loss to be the most directly comparable financial measure calculated in accordance with generally accepted accounting principles in the United States (“GAAP”) to Consolidated Adjusted EBITDA, which is a non-GAAP financial measure.
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.
As of December 31, 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.
Other For the year ended December 31, $ Change % / bps Change (dollars in millions) 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 2024 vs. 2023 2023 vs. 2022 Revenues: Food, beverage, hotel, and other $ 19.6 $ 20.2 $ 21.3 $ (0.6) $ (1.1) (3.0) % (5.2) % Total revenues $ 19.6 $ 20.2 $ 21.3 $ (0.6) $ (1.1) (3.0) % (5.2) % Adjusted EBITDAR $ (116.7) $ (110.8) $ (97.6) $ (5.9) $ (13.2) N/M N/M N/M - Not meaningful Other consists of the Company’s stand-alone racing 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.
Other For the year ended December 31, $ Change % / bps Change (dollars in millions) 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 2025 vs. 2024 2024 vs. 2023 Revenues: Food, beverage, hotel, and other $ 18.5 $ 19.6 $ 20.2 $ (1.1) $ (0.6) (5.6) % (3.0) % Total revenues $ 18.5 $ 19.6 $ 20.2 $ (1.1) $ (0.6) (5.6) % (3.0) % Adjusted EBITDAR $ (139.5) $ (116.7) $ (110.8) $ (22.8) $ (5.9) 19.5 % 5.3 % Other consists of the Company’s stand-alone racing 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.
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.
We seek to grow our customer database and PENN Play loyalty program through our iCasino and OSB businesses, the development of new properties, the expansion of existing properties and other business lines, 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 Choice Hotels International, Inc.
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. 37 Table of Contents RESULTS OF OPERATIONS The following table highlights our revenues, net income (loss), and Adjusted EBITDA, on a consolidated basis, as well as our revenues and Adjusted EBITDAR by reportable segment.
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. 39 Table of Contents RESULTS OF OPERATIONS The following table highlights our revenues, reportable segment revenues, net loss, Consolidated Adjusted EBITDA, and Segment Adjusted EBITDAR.
We compete with a variety of gaming operations, including casinos and hotel casinos of varying quality and size and other gaming options such as state and province-sponsored internet lotteries, sweepstakes, charitable gaming, video gaming terminals at bars, restaurants, taverns and truck stops, illegal slot machines and skill games, fantasy 35 Table of Contents sports and third-party internet or mobile-based gaming platforms, including both legal and illegal iCasino and sports betting operations.
We compete with a variety of gaming operations, including casinos and hotel casinos of varying quality and size and other gaming options such as state and province-sponsored internet lotteries, sweepstakes, charitable gaming, video gaming terminals at bars, restaurants, taverns and truck stops, historical horse racing gaming terminals, illegal slot machines and skill games, fantasy sports and third-party internet or mobile-based gaming platforms, including both legal and illegal iCasino and sports betting operations, and emerging prediction markets.
The Company’s portfolio is further bolstered by its industry-leading PENN Play™ customer loyalty program, offering its approximately 32 million members a unique set of rewards and experiences.
The Company’s portfolio is further bolstered by its industry-leading PENN Play TM customer loyalty program, offering its over 33 million members a unique set of rewards and experiences.
For our quantitative goodwill impairment test for the Interactive goodwill, an income approach, in which a discounted cash flow (“DCF”) model is utilized, and a market-based approach using guideline public company multiples of earnings before interest, taxes, depreciation, and amortization (“EBITDA”) from Interactive’s peer group are utilized in order to estimate the fair market value of the Interactive reporting unit.
For our interim quantitative goodwill impairment test for the segment’s goodwill, an income approach, in which a discounted cash flow (“DCF”) model and a market-based approach used guideline public company multiples of earnings before interest, taxes, depreciation, and amortization (“EBITDA”) from the segment’s peer group was utilized in order to estimate the fair market value of the reporting unit.
Additionally f or the year ending December 31, 2025, we anticipate capital project expenditures of $490.9 million, the majority of which is 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).
Additionally f or the year ending December 31, 2026, we anticipate project capital expenditures of $225.0 million, the majority of which are in connection with the PENN Development Projects pursuant to our Master Development Agreement with GLPI (as described in Note 11, “Leases” in the notes to our Consolidated Financial Statements).
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.
As of February 25, 2026, the Company had $565.0 million in outstanding borrowings under its Amended Revolving Credit Facility, resulting in $411.1 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.
The Other category also includes corporate overhead costs, which consist of certain expenses, such as: payroll, professional fees, travel expenses, and other general and administrative expenses that do not directly relate or have not otherwise been allocated. Corporate overhead costs were $104.8 million, $106.7 million, and $98.5 million for the years ended December 31, 2024, 2023, and 2022, respectively.
The Other category also includes corporate overhead, which 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 was $134.8 million, $104.8 million, and $106.7 million for the years ended December 31, 2025, 2024, and 2023, respectively.
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 also continue to focus on technology enhancements and providing customers with additional gaming and entertainment experiences through our differentiated omni-channel strategy.
For the year ended December 31, $ Change % Change (dollars in millions) 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 2024 vs. 2023 2023 vs. 2022 Net cash provided by operating activities $ 359.3 $ 455.9 $ 878.2 $ (96.6) $ (422.3) (21.2) % (48.1) % Net cash used in investing activities $ (541.2) $ (742.6) $ (258.6) $ 201.4 $ (484.0) (27.1) % 187.2 % Net cash used in financing activities $ (186.5) $ (262.6) $ (853.0) $ 76.1 $ 590.4 (29.0) % (69.2) % 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.
For the year ended December 31, $ Change % Change (dollars in millions) 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 2025 vs. 2024 2024 vs. 2023 Net cash provided by operating activities $ 508.2 $ 359.3 $ 455.9 $ 148.9 $ (96.6) 41.4 % (21.2) % Net cash used in investing activities $ (351.1) $ (541.2) $ (742.6) $ 190.1 $ 201.4 (35.1) % (27.1) % Net cash used in financing activities $ (165.6) $ (186.5) $ (262.6) $ 20.9 $ 76.1 (11.2) % (29.0) % 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.
(4) Consists principally 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.
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.
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.
See Note 13, “Income Taxes” to the Consolidated Financial Statements for additional details. 43 Table of Contents Our effective income tax rate may vary each reporting period depending on, among other factors, the geographic and business mix of our earnings, changes to our valuation allowances, and the level of our tax credits.
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.
As of December 31, 2025 , we are required to make total annual minimum rent payments of $986.3 million , of which $970.0 million relates to our Triple Net Leases. Additionally, our Triple Net Leases are subject to annual escalators and periodic percentage rent resets, as applicable.
For the year ended December 31, (dollars in millions) 2024 2023 2022 Revenues: Northeast segment $ 2,755.7 $ 2,738.4 $ 2,695.9 South segment 1,169.0 1,216.4 1,314.2 West segment 525.3 528.5 581.9 Midwest segment 1,172.2 1,172.6 1,159.6 Interactive segment 959.9 718.8 663.1 Other (1) 19.6 20.2 21.3 Intersegment eliminations (2) (23.6) (32.0) (34.3) Total $ 6,578.1 $ 6,362.9 $ 6,401.7 Net income (loss) $ (313.3) $ (491.4) $ 221.7 Adjusted EBITDAR: Northeast segment $ 801.0 $ 831.0 $ 842.5 South segment 433.2 494.1 548.1 West segment 187.5 204.2 220.1 Midwest segment 486.8 496.6 501.2 Interactive segment (499.5) (402.5) (74.9) Other (1) (116.7) (110.8) (97.6) Total (3) 1,292.3 1,512.6 1,939.4 Rent expense associated with triple net operating leases (4) (620.1) (591.1) (149.6) 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 in Freehold Raceway (which ceased operations on December 28, 2024), and our management contract for Retama Park Racetrack.
For the year ended December 31, (dollars in millions) 2025 2024 2023 Revenues: Northeast segment $ 2,769.2 $ 2,755.7 $ 2,738.4 South segment 1,167.1 1,169.0 1,216.4 West segment 543.2 525.3 528.5 Midwest segment 1,181.4 1,172.2 1,172.6 Interactive segment 1,302.6 959.9 718.8 Other (1) 18.5 19.6 20.2 Intersegment eliminations (2) (21.0) (23.6) (32.0) Total $ 6,961.0 $ 6,578.1 $ 6,362.9 Net loss $ (845.3) $ (313.3) $ (491.4) Segment Adjusted EBITDAR (3) : Northeast segment $ 795.0 $ 801.0 $ 831.0 South segment 401.6 433.2 494.1 West segment 197.6 187.5 204.2 Midwest segment 474.6 486.8 496.6 Interactive segment (267.5) (499.5) (402.5) Other (1) (139.5) (116.7) (110.8) Rent expense associated with triple net operating leases (4) (631.7) (620.1) (591.1) Consolidated Adjusted EBITDA (5) $ 830.1 $ 672.2 $ 921.5 (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 interest in Freehold Raceway (which ceased operations on December 28, 2024), and our management contract for Retama Park Racetrack.
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.
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.
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, represen ting 16.8% and 10.0% of total assets, respectively.
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, represen ting 12.5% and 9.8% of total assets, respectively.
Operating expenses The following table presents our consolidated operating expenses: For the year ended December 31, $ Change % Change (dollars in millions) 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 2024 vs. 2023 2023 vs. 2022 Operating expenses Gaming $ 3,429.0 $ 2,989.4 $ 2,864.4 $ 439.6 $ 125.0 14.7 % 4.4 % Food, beverage, hotel, and other 985.5 1,011.4 767.2 (25.9) 244.2 (2.6) % 31.8 % General and administrative 1,568.4 1,563.4 1,110.4 5.0 453.0 0.3 % 40.8 % Depreciation and amortization 433.6 435.1 567.5 (1.5) (132.4) (0.3) % (23.3) % Impairment losses 89.1 130.6 118.2 (41.5) 12.4 (31.8) % 10.5 % Loss on disposal of Barstool — 923.2 — (923.2) 923.2 N/M N/M Total operating expenses $ 6,505.6 $ 7,053.1 $ 5,427.7 $ (547.5) $ 1,625.4 (7.8) % 29.9 % N/M - Not meaningful Gaming expenses consist primarily of gaming taxes, payroll, advertising, marketing and promotional, and other expenses associated with our gaming operations.
Operating expenses The following table presents our consolidated operating expenses: For the year ended December 31, $ Change % Change (dollars in millions) 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 2025 vs. 2024 2024 vs. 2023 Operating expenses Gaming $ 3,446.4 $ 3,429.0 $ 2,989.4 $ 17.4 $ 439.6 0.5 % 14.7 % Food, beverage, hotel, and other 1,162.2 985.5 1,011.4 176.7 (25.9) 17.9 % (2.6) % General and administrative 1,633.8 1,568.4 1,563.4 65.4 5.0 4.2 % 0.3 % Depreciation and amortization 446.9 433.6 435.1 13.3 (1.5) 3.1 % (0.3) % Impairment losses 945.3 89.1 130.6 856.2 (41.5) 960.9 % (31.8) % Loss on disposal of Barstool — — 923.2 — (923.2) N/M N/M Total operating expenses $ 7,634.6 $ 6,505.6 $ 7,053.1 $ 1,129.0 $ (547.5) 17.4 % (7.8) % N/M - Not meaningful Gaming expenses consist primarily of gaming taxes, payroll, advertising, marketing and promotional, and other expenses associated with our gaming operations.
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 . 47 Table of Contents During the 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.
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 .
For the year ending December 31, 2025, our anticipated capital expenditures are approximately $244.9 million, which includes capital expenditures required under our Triple Net Leases, which require us to spend a specified percentage of total revenues.
For the year ending December 31, 2026, our anticipated maintenance capital expenditures are approximately $220.0 million, which include c apital expenditures required under our Triple Net Leases, which require us to spend a specified percentage of total revenues.
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.
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.
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.
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. 53 Table of Contents 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.
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.
Forecasted cash flows 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.
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.
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.
Reporting units with gaming licenses which were identified during our 2024 annual impairment assessment, performed as of October 1, 2024, 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 $63.3 4.3 % $6.0 $— Hollywood Casino at Greektown $40.0 — % $9.0 $1.5 Hollywood Casino at PENN National Race Course $24.0 — % $6.0 $0.5 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
Reporting units with gaming licenses which were identified during our 2025 annual impairment assessment, performed as of October 1, 2025, as having less than a substantial passing margin, 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 New Orleans $5.5 — % $4.5 $1.0 Hollywood Casino at Greektown $22.0 — % $7.5 $2.0 L’Auberge Lake Charles $221.3 0.3 % $30.0 $3.5 Meadows Racetrack and Casino $46.0 — % $9.0 $1.5
Capital expenditures for the year ended December 31, 2024 were $482.7 million, inclusive of $229.4 million of capital maintenance expenditures and $253.3 million of capital project expenditures .
Capital expenditures for the year ended December 31, 2025 were $647.7 million, inclusive of $239.3 million of maintenance capital expenditures and $408.4 million of project capital expenditures.
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.
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.
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.
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.
We refer to the Master Leases, Perryville Lease (where applicable), the Meadows Lease (where applicable), the Margaritaville Lease, the Greektown Lease, the Tropicana Lease (terminated September 26, 2022) 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.
We refer to the Master Leases, VICI Master Lease, Margaritaville Lease (prior to December 4, 2025), Greektown Lease (prior to December 4, 2025), and 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.
South Segment For the year ended December 31, $ Change % / bps Change (dollars in millions) 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 2024 vs. 2023 2023 vs. 2022 Revenues: Gaming $ 904.1 $ 950.3 $ 1,050.7 $ (46.2) $ (100.4) (4.9) % (9.6) % Food, beverage, hotel, and other 264.9 266.1 263.5 (1.2) 2.6 (0.5) % 1.0 % Total revenues $ 1,169.0 $ 1,216.4 $ 1,314.2 $ (47.4) $ (97.8) (3.9) % (7.4) % Adjusted EBITDAR $ 433.2 $ 494.1 $ 548.1 $ (60.9) $ (54.0) (12.3) % (9.9) % Adjusted EBITDAR margin 37.1 % 40.6 % 41.7 % (350) bps (110) bps The South segment’s revenues for the year ended December 31, 2024 decreased by $47.4 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 severe weather events in the first and third quarter of 2024 negatively impacted our operations.
South Segment For the year ended December 31, $ Change % / bps Change (dollars in millions) 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 2025 vs. 2024 2024 vs. 2023 Revenues: Gaming $ 877.2 $ 904.1 $ 950.3 $ (26.9) $ (46.2) (3.0) % (4.9) % Food, beverage, hotel, and other 289.9 264.9 266.1 25.0 (1.2) 9.4 % (0.5) % Total revenues $ 1,167.1 $ 1,169.0 $ 1,216.4 $ (1.9) $ (47.4) (0.2) % (3.9) % Adjusted EBITDAR $ 401.6 $ 433.2 $ 494.1 $ (31.6) $ (60.9) (7.3) % (12.3) % Adjusted EBITDAR margin 34.4 % 37.1 % 40.6 % (270) bps (350) bps The South segment’s revenues for the year ended December 31, 2025 decreased by $1.9 million over the prior year, primarily due to a decrease in gaming revenues as increased competition negatively impacted several of our properties, partially offset by an increase in revenue from non-gaming amenities .
For the year ended December 31, 2024, the West segment’s Adjusted EBITDAR decreased by $16.7 million as compared to the prior year, and Adjusted EBITDAR margin decreased to 35.7%, primarily due to the decreases in gaming revenues discussed above and increased labor costs.
For the year ended December 31, 2025, the West segment’s Adjusted EBITDAR increased by $10.1 million as compared to the prior year, and Adjusted EBITDAR margin increased to 36.4%, primarily due to the increases in gaming revenues discussed above.
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. 48 Table of Contents No shares of the Company’s common stock were repurchased during the year ended December 31, 2024.
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.
Increases in unemployment rates, inflation and/or interest 52 Table of Contents 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.
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.
(5) Consists of non-recurring acquisition and transaction costs, and finance transformation costs associated with the implementation of our new Enterprise Resource Management system. 46 Table of Contents 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.
(5) Consists primarily of non-recurring transaction costs, insurance recoveries, net of deductible charges, and prior to August 1, 2024, finance transformation costs. 48 Table of Contents 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.
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 of $541.2 million, primarily relates to capital expenditures of $482.7 million.
For the year ended December 31, 2024, cash used in investing activities of $541.2 million was primarily related to capital expenditures of $482.7 million .
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.
Additionally, a former expansion of legislation in the market, increased supply, and economic challenges resulted in reductions in long-term projections for certain of our properties in our Northeast, South, and West segments, resulting in gaming license and trademark impairment charges at certain reporting units in those segments in 2025.
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.
Debt Issuance and Other long-term Obligations At December 31, 2025, we had $2.9 billion in aggregate principal amount of indebtedness, including $2.0 billion outstanding under our Amended Credit Facilities, $106.7 million outstanding under our Convertible Notes, $400.0 million outstanding under our 5.625% Notes, $400.0 million outstanding under our 4.125% Notes, and $8.6 million outstanding in other long-term obligations.
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.
Our estimates of cash flows are based on the current regulatory and economic climates, recent operating information, and budgets of the 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.
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 During the second quarter of 2023, we completed our $750 million share repurchase authorization approved by the Board of Directors on February 1, 2022 (the “February 2022 Authorization”).
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 December 6, 2022, the Board authorized an additional $750.0 million share repurchase program (the “December 2022 Authorization”), which expired on December 31, 2025.
We further define Adjusted EBITDAR margin by reportable segment as Adjusted EBITDAR for each segment divided by segment revenues. 45 Table of Contents 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.
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. 47 Table of Contents Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measure The following table includes a reconciliation of net loss, which is determined in accordance with GAAP, to Consolidated Adjusted EBITDA, which is a non-GAAP financial measure: 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 (1 ) These items are included in “General and administrative” within the Company’s Consolidated Statements of Operations.
Our gaming revenue is derived primarily from slot machines (which represented approximately 86%, 85%, and 84% of our gaming revenue in 2024, 2023, and 2022, respectively) and, to a lesser extent, table games, online sports betting, and iCasino.
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%, 86%, and 85% of our gaming revenue in 2025, 2024, and 2023, respectively) and, to a lesser extent, table games, OSB, and iCasino.
Refer to Note 8 , “ Goodwill and Other Intangible Assets ” in the notes to our Consolidated Financial Statements for further discussion of impairment charges.
See Note 8, “Goodwill and Other Intangible Assets” in the notes to the Consolidated Financial Statements for further discussion.
Refer to “Non-GAAP Financial Measures” below for the definitions of Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBITDAR, and Adjusted EBITDAR margin; as well as a reconciliation of net income (loss) to Adjusted EBITDA and Adjusted EBITDAR and related margins.
Refer to “Reportable Segment Measures ” below for the definition of Segment Adjusted EBITDAR. Refer to “Non-GAAP Financial Measure” below for the definition of Consolidated Adjusted EBITDA as well as a reconciliation of net loss to Consolidated Adjusted EBITDA.
These non-GAAP financial measures should not be considered a substitute for, nor superior to, financial results and measures determined or calculated in accordance with GAAP. 44 Table of Contents Each of these non-GAAP financial measures is not calculated in the same manner by all companies and, accordingly, may not be an appropriate measure of comparing performance among different companies.
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.
The Interactive segment includes all of our online sports betting, online casino/iCasino, and social gaming (collectively referred to as “online gaming”) operations, management of retail sports betting, media, and the operating results of 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 ).
The Interactive segment includes all of our 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.
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.
T he Convertible Notes are scheduled to mature in 2026, however, the Company intends to refinance on a long-term basis. As of December 31, 2025 we had conditional obligations under letters of credit issued pursuant to the Amended Credit Facilities with face amounts aggregating to $23.9 million resulting in $406.1 million available borrowing capacity under our Amended Revolving Credit Facility.
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.
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.

… 181 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

7 edited+0 added−0 removed2 unchanged
Biggest change(dollars in millions) 2025 2026 2027 2028 2029 Thereafter Total Fair Value Fixed rate $ — $ — $ 400.0 $ — $ — $ — $ 400.0 $ 393.0 Average interest rate 5.625 % Fixed rate $ — $ — $ — $ — $ 400.0 $ — $ 400.0 $ 356.0 Average interest rate 4.125 % Fixed rate $ — $ 330.5 $ — $ — $ — $ — $ 330.5 $ 355.7 Average interest rate 2.750 % Variable rate $ 37.5 $ 37.5 $ 436.3 $ 10.0 $ 935.0 $ — $ 1,456.3 $ 1,453.9 Average interest rate (1) 6.353 % 6.363 % 6.313 % 6.569 % 6.585 % (1) Estimated rate, reflective of forward SOFR as of December 31, 2024 plus the spread over SOFR applicable to variable-rate borrowing.
Biggest change(dollars in millions) 2026 2027 2028 2029 2030 Thereafter Total Fair Value Fixed rate $ — $ 400.0 $ — $ — $ — $ — $ 400.0 $ 399.0 Average interest rate 5.625 % Fixed rate $ — $ — $ — $ 400.0 $ — $ — $ 400.0 $ 368.0 Average interest rate 4.125 % Fixed rate $ 106.7 $ — $ — $ — $ — $ — $ 106.7 $ 105.6 Average interest rate 2.750 % Variable rate $ 37.5 $ 1,006.3 $ 10.0 $ 935.0 $ — $ — $ 1,988.8 $ 1,993.0 Average interest rate (1) 5.463 % 5.600 % 6.014 % 6.194 % (1) Estimated rate, reflective of forward SOFR as of December 31, 2025 plus the spread over SOFR applicable to variable-rate borrowing.
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.
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, 2025.
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.
The results of theScore are reported in Canadian dollars, which we then translate to U.S. dollars for inclusion in our Consolidated Financial Statements. 55 Table of Contents We do not currently enter into hedging arrangements to minimize the impact of foreign currency fluctuations on our operations.
As a result, changes between the 53 Table of Contents 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.
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.
We incurred an unrealized foreign currency translation adjustment loss of $139.1 million, an unrealized foreign currency translation gain of $44.1 million, and an unrealized foreign currency translation loss of $114.2 million for the years ended December 31, 2024, 2023, and 2022, respectively, as reported in “Foreign currency translation adjustment during the period” within our Consolidated Statements of Comprehensive Income (Loss). 54 Table of Contents
We incurred an unrealized foreign currency translation adjustment gain of $65.5 million, an unrealized foreign currency translation loss of $139.1 million, and an unrealized foreign currency translation gain of $44.1 million for the years ended December 31, 2025, 2024, and 2023, respectively, as reported in “Foreign currency translation adjustment during the period” within our Consolidated Statements of Comprehensive Loss. 56 Table of Contents
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.
As of December 31, 2025, we had $406.1 million of available borrowing capacity under our Amended Revolving Credit Facility. As of February 25, 2026, the Company had $565.0 million in outstanding borrowings under its Amended Revolving Credit Facility, resulting in $411.1 million of available borrowing capacity.
As of December 31, 2024, the Company’s Amended Credit Facilities had a gross outstanding balance of $1.5 billion, consisting of a $481.3 million Amended Term Loan A Facility and a $975.0 million Amended Term Loan B Facility. As of December 31, 2024, we had $979.1 million of available borrowing capacity under our Amended Revolving Credit Facility.
As of December 31, 2025, the Company’s Amended Credit Facilities had a gross outstanding balance of $2.0 billion, consisting of a $453.8 million Amended Term Loan A Facility, a $965.0 million Amended Term Loan B Facility, and $570.0 million of borrowings against our Amended Revolving Credit Facility.

Other PENN 10-K year-over-year comparisons