PENN (PENN) CEO logs 2023 performance share vesting, tax withholding and forfeiture

Rhea-AI Filing Summary

PENN Entertainment CEO and President Jay A. Snowden reported compensation-related stock transactions. He received 92,968 restricted stock units credited from a 2023 performance unit award after achieving a two-year performance goal. As part of the same vesting event, 108,063 shares of common stock were withheld at $14.70 per share to cover tax obligations; this was not an open-market sale. The total vested shares under the 2023 performance plan were 160,159. Snowden also forfeited 300,000 shares of performance-based restricted stock granted on April 12, 2021 because the stock price hurdle conditions were not met. Following these transactions, he directly holds 948,530 shares of PENN common stock.

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^*

Snowden Jay A

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2026

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	03/10/2026		A		92,968(1)	A	$0	1,056,593(2)	D
Common Stock	03/10/2026		F		108,063(3)	D	$14.7	948,530	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 the forfeiture of 300,000 shares of performance-based restricted stock granted on April 12, 2021 due to not achieving the stock price hurdle performance conditions.

3. Reflects Common Stock withheld by the Issuer to satisfy tax withholding obligations of the total vested shares under the 2023 Performance Plan. The total vested shares under this plan is 160,159. This is not an open market sale of securities.

	/s/ Joshua Sidsworth, Attorney-in-Fact for Jay A. Snowden	03/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did PENN (PENN) CEO Jay Snowden report in this Form 4?

Jay Snowden reported routine equity compensation activity, including a grant of 92,968 restricted units from a 2023 performance award and tax-related share withholding, along with forfeiture of earlier performance-based restricted stock that did not meet stock price conditions.

How many PENN shares did Jay Snowden acquire in this filing?

He acquired 92,968 restricted stock units credited from a 2023 performance unit award. These units reflect achievement of the plan’s two-year performance goal and increase his equity-based compensation position in PENN Entertainment tied to prior performance conditions.

Were any of Jay Snowden’s PENN share transactions open-market sales?

No. The 108,063 PENN shares reported as a disposition were withheld by the company to satisfy tax obligations on vested shares from the 2023 Performance Plan. The footnote clearly states this was not an open market sale of securities.

What performance-based PENN shares did Jay Snowden forfeit?

He forfeited 300,000 shares of performance-based restricted stock granted on April 12, 2021. The forfeiture occurred because the stock price hurdle performance conditions tied to that award were not achieved during the required measurement period.

How many PENN shares does Jay Snowden hold after these transactions?

After the reported compensation-related grant and tax withholding, Jay Snowden directly holds 948,530 shares of PENN common stock. This figure reflects his updated ownership position following the 2023 performance award vesting and the related tax-share withholding.

What was the total number of PENN shares vested under the 2023 Performance Plan?

The filing notes that 160,159 total shares vested under the 2023 Performance Plan. Of these vested shares, 108,063 were withheld by PENN Entertainment to satisfy associated tax withholding obligations for Jay Snowden.