PENN director exercises phantom units, returns shares

Q: What insider transaction did PENN (PENN) director Johnny Hartnett report?

Johnny Hartnett reported exercising 14,775 Phantom Stock Units into 14,775 shares of common stock on August 8, 2026, followed by a disposition of 14,775 common shares back to the issuer at $20.18 per share.

Q: How many PENN (PENN) Phantom Stock Units did Johnny Hartnett exercise?

Johnny Hartnett exercised 14,775 Phantom Stock Units on August 8, 2026. Each unit corresponded to the value of one share of PENN’s common stock and was tied to a cash payment equal to its fair market value on the vesting date.

Q: At what price were Johnny Hartnett’s PENN (PENN) common shares disposed to the issuer?

The 14,775 common shares linked to Johnny Hartnett’s transactions were disposed to the issuer at $20.18 per share. This disposition was reported as a transaction coded “D,” indicating a disposition to the issuer rather than an open-market sale.

Q: Did Johnny Hartnett receive stock or cash for his PENN (PENN) Phantom Stock Units?

The disclosure states he receives a cash payment for each Phantom Stock Unit equal to the fair market value of one PENN common share on the vesting date, indicating the units are cash-settled rather than settled in stock retained by him.

Q: Were Johnny Hartnett’s PENN (PENN) transactions made under a Rule 10b5-1 plan?

The filing indicates the Rule 10b5-1 plan checkbox is not affirmed for these transactions. There is no accompanying footnote stating the trades were made pursuant to a pre-arranged Rule 10b5-1 trading plan.

PENN Entertainment, Inc. director Johnny Hartnett reported a series of equity-related transactions on August 8, 2026.

Filing Impact

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Filing Sentiment

(Neutral)How Sentiment works

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Form Type

Rhea-AI Filing Summary

PENN Entertainment, Inc. director Johnny Hartnett reported a series of equity-related transactions on August 8, 2026. He exercised 14,775 Phantom Stock Units into an equivalent number of shares of common stock, then returned 14,775 common shares to the issuer in a disposition transaction at $20.18 per share. According to the disclosure, each phantom unit entitled him to a cash payment equal to the fair market value of one share of common stock on the vesting date.

Insider Trade Summary

14,775 shares exercised/converted

Exercise 3 txns

Insider Hartnett Johnny

Role Director

Type	Security	Shares	Price	Value
Exercise	Phantom Stock Units ^F1	14,775	--	--
Exercise	Common Stock ^F1	14,775	--	--
Disposition	Common Stock ^F1	14,775	$20.18	$298K

Holdings After Transaction: Phantom Stock Units — 0 contracts (Direct); Common Stock — 16,835 shares (Direct)

Footnotes (1)

F1. The reporting person receives a cash payment for each phantom stock unit equal to the fair market value on the vesting date of one share of the Company's common stock.

Key Figures

Phantom Stock Units Exercised: 14,775 units Common Shares Acquired from Exercise: 14,775 shares Common Shares Disposed to Issuer: 14,775 shares +2 more

5 metrics

Phantom Stock Units Exercised 14,775 units Phantom Stock Units converted on August 8, 2026

Common Shares Acquired from Exercise 14,775 shares Common stock underlying exercised Phantom Stock Units

Common Shares Disposed to Issuer 14,775 shares Disposition to issuer on August 8, 2026

Disposition Price $20.18 per share Price for common stock disposition to issuer

Phantom Unit Cash Settlement Basis Fair market value of 1 share Cash payment per Phantom Stock Unit on vesting date

Key Terms

Phantom Stock Units, fair market value, Disposition to issuer

3 terms

Phantom Stock Units financial

"The reporting person receives a cash payment for each phantom stock unit equal to the fair market value"

Phantom stock units are company promises that pay a cash or stock-equivalent award tied to the firm’s share price or value growth, but they do not issue actual shares. Think of them as a bonus check that moves with the stock like a mirror rather than handing over an ownership slice. Investors care because these awards can affect a company’s future cash obligations, executive incentives and reported expenses without causing share dilution.

fair market value financial

"cash payment for each phantom stock unit equal to the fair market value on the vesting date"

The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.

Disposition to issuer financial

"transaction code description: Disposition to issuer"

FAQ

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

What insider transaction did PENN (PENN) director Johnny Hartnett report?

Johnny Hartnett reported exercising 14,775 Phantom Stock Units into 14,775 shares of common stock on August 8, 2026, followed by a disposition of 14,775 common shares back to the issuer at $20.18 per share.

How many PENN (PENN) Phantom Stock Units did Johnny Hartnett exercise?

Johnny Hartnett exercised 14,775 Phantom Stock Units on August 8, 2026. Each unit corresponded to the value of one share of PENN’s common stock and was tied to a cash payment equal to its fair market value on the vesting date.

At what price were Johnny Hartnett’s PENN (PENN) common shares disposed to the issuer?

The 14,775 common shares linked to Johnny Hartnett’s transactions were disposed to the issuer at $20.18 per share. This disposition was reported as a transaction coded “D,” indicating a disposition to the issuer rather than an open-market sale.

Did Johnny Hartnett receive stock or cash for his PENN (PENN) Phantom Stock Units?

The disclosure states he receives a cash payment for each Phantom Stock Unit equal to the fair market value of one PENN common share on the vesting date, indicating the units are cash-settled rather than settled in stock retained by him.

Were Johnny Hartnett’s PENN (PENN) transactions made under a Rule 10b5-1 plan?

The filing indicates the Rule 10b5-1 plan checkbox is not affirmed for these transactions. There is no accompanying footnote stating the trades were made pursuant to a pre-arranged Rule 10b5-1 trading plan.

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

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Available on EDGAR 08/11/2026 - 05:00 PM Accepted by SEC EDGAR 08/11/2026 - 04:59 PM

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^*

Hartnett Johnny

(Last)

(First)

(Middle)

825 BERKSHIRE BLVD., SUITE 200

(Street)

WYOMISSING

PENNSYLVANIA

19610

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2026

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

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

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

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	08/08/2026		M		14,775	A	⁽¹⁾	31,610	D
Common Stock	08/08/2026		D		14,775	D	$20.18⁽¹⁾	16,835	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)
Phantom Stock Units	⁽¹⁾	08/08/2026		M			14,775	08/08/2026	08/08/2026	Common Stock	14,775	⁽¹⁾	0	D

Explanation of Responses:

1. The reporting person receives a cash payment for each phantom stock unit equal to the fair market value on the vesting date of one share of the Company's common stock.

	/s/ Joshua Sidsworth, Attorney-in-Fact for Johnny Hartnett	08/11/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR