Was the PENN (PENN) tax-related share disposition an open market sale?

No. The disposition of 7,070 shares was Common Stock withheld by PENN to satisfy tax withholding obligations upon vesting of performance units. The filing explicitly states this is not an open market sale of securities, distinguishing it from a typical share sale.

PENN Entertainment executive receives stock award

Q: How many PENN (PENN) shares were withheld for taxes in this Form 4?

On February 26, 2026, 7,070 PENN common shares were withheld to satisfy tax withholding obligations upon vesting of performance units. The filing clarifies this was not an open market sale but an issuer withholding transaction for tax purposes.

Q: How does the PENN (PENN) Form 4 describe the nature of the new shares?

The Form 4 describes the 14,404 new shares as restricted units credited from a 2023 performance unit award. These units were earned due to achievement of a two-year performance goal under PENN’s 2023 Performance Plan, rather than a market purchase.

PENN Entertainment officer Christopher Byron Rogers received a grant of 14,404 shares of Common Stock on February 26, 2026, credited as restricted units from a 2023 performance award after meeting a two-year goal.

Accepted by SEC EDGAR 03/02/2026 - 04:09 PM EST

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Form Type

Rhea-AI Filing Summary

PENN Entertainment officer Christopher Byron Rogers received a grant of 14,404 shares of Common Stock on February 26, 2026, credited as restricted units from a 2023 performance award after meeting a two-year goal. On the same date, 7,070 shares were withheld to satisfy tax obligations, not sold in the open market. After these events, Rogers directly holds 149,434 shares of PENN common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Rogers Christopher Byron

Role See Remarks

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	14,404	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	7,070	$12.54	$89K

Holdings After Transaction: Common Stock — 149,434 shares (Direct)

Footnotes (2)

F1. 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.
F2. 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.

Key Figures

Restricted stock units granted: 14,404 shares Shares withheld for taxes: 7,070 shares Tax withholding price: $12.54 per share +1 more

4 metrics

Restricted stock units granted 14,404 shares Common Stock grant/award acquisition on February 26, 2026 from 2023 performance unit award

Shares withheld for taxes 7,070 shares Common Stock withheld to satisfy tax withholding obligations upon vesting of performance units

Tax withholding price $12.54 per share Per-share value used for the 7,070-share tax-withholding disposition on February 26, 2026

Post-transaction holdings 149,434 shares Directly held PENN common stock after the reported Form 4 transactions

Key Terms

restricted units, performance unit award, tax withholding obligations, 2023 Performance Plan

4 terms

restricted units financial

"Represents restricted units credited to the Reporting Person from a performance unit award"

performance unit award financial

"restricted units credited to the Reporting Person from a performance unit award granted in 2023"

tax withholding obligations financial

"Common Stock withheld by the Issuer to satisfy tax withholding obligations upon the vesting"

2023 Performance Plan financial

"vesting of performance units under the 2023 Performance Plan"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stock award did PENN (PENN) executive Christopher Byron Rogers receive?

Christopher Byron Rogers received a grant of 14,404 shares of PENN common stock as restricted units on February 26, 2026, credited from a 2023 performance unit award after achieving a two-year performance goal under the company’s Performance Plan.

How many PENN (PENN) shares were withheld for taxes in this Form 4?

On February 26, 2026, 7,070 PENN common shares were withheld to satisfy tax withholding obligations upon vesting of performance units. The filing clarifies this was not an open market sale but an issuer withholding transaction for tax purposes.

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

Following the February 26, 2026 transactions, Christopher Byron Rogers directly holds 149,434 shares of PENN common stock. This post-transaction balance reflects the net position after the stock award grant and the tax-withholding share disposition reported in the Form 4.

How does the PENN (PENN) Form 4 describe the nature of the new shares?

The Form 4 describes the 14,404 new shares as restricted units credited from a 2023 performance unit award. These units were earned due to achievement of a two-year performance goal under PENN’s 2023 Performance Plan, rather than a market purchase.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR