PENN (PENN) CFO Felicia Hendrix logs equity award and tax withholding

Rhea-AI Filing Summary

PENN Entertainment executive vice president and CFO Felicia Hendrix reported equity compensation activity. She acquired 24,627 shares of common stock as restricted units credited from a 2023 performance unit award after achieving a two-year performance goal. The company then withheld 17,133 shares at $12.54 per share to cover tax obligations upon vesting, a tax-withholding disposition that was not an open market sale. After these transactions, she directly owned 182,356 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^*

Hendrix Felicia

(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)
	EVP and CFO

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		24,627(1)	A	$0	199,489	D
Common Stock	02/26/2026		F		17,133(2)	D	$12.54	182,356	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.

	/s/ Joshua Sidsworth, Attorney-In-Fact for Felicia Hendrix	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 PENN (PENN) CFO Felicia Hendrix report?

Felicia Hendrix reported receiving 24,627 PENN common shares as restricted units from a 2023 performance award and a related withholding of 17,133 shares for taxes. These movements reflect equity compensation accounting rather than open market buying or selling activity.

Were Felicia Hendrix’s PENN (PENN) transactions open market sales or purchases?

No, the filing shows no open market sales or purchases. Shares were acquired as a grant from a 2023 performance plan, and a portion was withheld by PENN to satisfy tax obligations upon vesting, as specifically noted in the footnotes.

How many PENN (PENN) shares did Felicia Hendrix acquire in this Form 4?

She acquired 24,627 shares of PENN common stock at a stated price of $0.00, representing restricted units credited from a 2023 performance unit award after achievement of a two-year performance goal, according to the Form 4 disclosure and accompanying footnote.

Why were 17,133 PENN (PENN) shares disposed of in Felicia Hendrix’s filing?

The 17,133 PENN shares were withheld by the company at $12.54 per share to cover tax withholding obligations when 2023 performance units vested. The footnote clarifies this was a tax-withholding disposition, not an open market sale of securities.

How many PENN (PENN) shares does Felicia Hendrix own after these transactions?

After the grant and tax-withholding disposition, Felicia Hendrix directly owned 182,356 shares of PENN common stock. This total reflects her post-transaction holdings reported in the Form 4, with ownership classified as direct in the filing details.

What is the source of the restricted units granted to PENN (PENN) CFO Felicia Hendrix?

The restricted units came from a performance unit award granted in 2023. They were credited because the two-year performance goal associated with that award was achieved, as explained in the Form 4 footnote describing the nature of the equity grant.