[Form 4] PENN Entertainment, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Carlos Ruisanchez, a director of PENN Entertainment, received 14,775 shares of restricted common stock as his 2025 annual director equity award, recorded with a transaction date of 08/08/2025 and an acquisition price of $0.

The restricted shares are scheduled to vest on 08/08/2026. Following the reported transaction the filing shows the reporting person beneficially owns 15,975 shares directly and 1,950 shares indirectly through a trust. The filing states the director elected to receive the 2025 award in shares of restricted stock.

Positive

• Director received 14,775 restricted shares as the 2025 annual equity award, indicating non-cash compensation alignment with shareholder interests.
• Restricted shares vest on 08/08/2026, providing a clear one-year vesting schedule.
• Post-transaction beneficial ownership disclosed: 15,975 shares direct and 1,950 shares indirect (by trust), improving transparency.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director equity grant of 14,775 restricted shares at $0; vests in one year and modestly increases reported ownership.

The Form 4 discloses a non-cash award: 14,775 restricted shares granted to director Carlos Ruisanchez with a transaction date of 08/08/2025 and a stated price of $0, reflecting an election to receive the 2025 annual director equity award in restricted stock. The shares vest on 08/08/2026. Post-transaction beneficial ownership is reported as 15,975 shares directly plus 1,950 indirectly via a trust. This is a standard director compensation disclosure and does not, by itself, indicate a material change to company control or capital structure.

Corporate Governance Expert

TL;DR: Typical director compensation filing; timing and vesting are disclosed clearly, presenting no immediate governance concerns.

The filing identifies Carlos Ruisanchez as a director and records his election to receive the 2025 annual equity award in restricted stock, which vests one year from grant. The disclosure separates direct and indirect holdings, showing 15,975 direct shares and 1,950 held indirectly by trust. The nature and vesting schedule align with routine equity-based director compensation practices and the Form 4 documents the required insider reporting.

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^*

Ruisanchez Carlos

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2025

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	08/08/2025		A		14,775(1)	A	$0	15,975	D
Common Stock								1,950	I	By Trust

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. The securities reported are shares of restricted stock that vest on August 8, 2026. The reporting person elected to receive the 2025 annual equity award for directors in shares of restricted stock.

	/s/ Joshua Sidsworth, Attorney-In-Fact for Carlos Ruisanchez	08/12/2025
	** 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.

FAQ

What did PENN director Carlos Ruisanchez receive on 08/08/2025?

The filing reports Carlos Ruisanchez received 14,775 shares of restricted common stock as his 2025 director equity award on 08/08/2025.

At what price were the restricted shares granted to the PENN director?

The restricted shares were reported with an acquisition price of $0 in the Form 4.

When do the restricted shares awarded to the PENN director vest?

The Form 4 states the restricted shares vest on 08/08/2026.

How many PENN shares does Carlos Ruisanchez beneficially own after the transaction?

Following the reported transaction the filing shows 15,975 shares directly and 1,950 shares indirectly via a trust.

Was the 2025 annual director award received as cash or stock for PENN director?

The director elected to receive the 2025 annual equity award in shares of restricted stock, per the filing.