Equity award and tax-withholding moves by PENN (PENN) insider

Rhea-AI Filing Summary

PENN Entertainment officer Christopher Byron Rogers reported two equity-related transactions in the company’s common stock. On February 26, 2026, he had 7,070 shares withheld at $12.54 per share to cover tax obligations upon vesting of performance units, which the company notes was not an open market sale. The same day, he acquired 14,404 restricted units at no cost, credited from a 2023 performance unit award after achieving a two-year performance goal. Following these transactions, his directly held common stock increased to 156,504 shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Rogers Christopher Byron

(Last) (First) (Middle)

825 BERKSHIRE BLVD., SUITE 200

(Street)

WYOMISSING PA 19610

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PENN Entertainment, Inc. [ PENN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/26/2026		A		14,404(1)	A	$0	156,504	D
Common Stock	02/26/2026		F		7,070(2)	D	$12.54	149,434	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents restricted units credited to the Reporting Person from a performance unit award granted in 2023 due to the achievement of the two-year performance goal.

2. Reflects Common Stock withheld by the Issuer to satisfy tax withholding obligations upon the vesting of performance units under the 2023 Performance Plan. This is not an open market sale of securities.

Remarks:

EVP, Chief Strategy and Legal Officer and Secretary

	/s/ Joshua Sidsworth, Attorney-In-Fact for Christopher Byron Rogers	03/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did Christopher Byron Rogers report at PENN (PENN)?

Christopher Byron Rogers reported a grant of 14,404 restricted units and withholding of 7,070 PENN common shares for taxes. Both transactions occurred on February 26, 2026, and relate to a 2023 performance unit award reaching its two-year performance goal.

Was the PENN (PENN) insider’s Form 4 transaction an open market stock sale?

No, the Form 4 states the 7,070 PENN shares were withheld by the issuer to satisfy tax withholding obligations. The footnote clarifies this was not an open market sale but a tax-withholding disposition tied to vested performance units.

How many PENN (PENN) shares did the insider acquire through equity awards?

Christopher Byron Rogers was credited with 14,404 restricted units of PENN common stock at no cost. These units stem from a 2023 performance unit award that vested after achieving a specified two-year performance goal, increasing his directly held equity stake.

What is Christopher Byron Rogers’ PENN (PENN) shareholding after these transactions?

After the reported transactions, Christopher Byron Rogers directly holds 156,504 shares of PENN common stock. This figure reflects the grant of new restricted units and the shares withheld for tax obligations associated with the 2023 performance unit award vesting.

What do the Form 4 footnotes reveal about PENN (PENN) insider equity awards?

The footnotes explain the 14,404 restricted units arose from a 2023 performance unit award meeting its two-year goal, and 7,070 shares were withheld solely for tax obligations. They emphasize the withholding transaction is not an open market sale of PENN securities.