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

Rhea-AI Filing Summary

PENN Entertainment director Vimla Black Gupta reported several equity transactions involving company stock. On January 3, 2026, 12,994 phantom stock units were converted into the same number of shares of common stock, and 12,994 common shares were then sold at $14.85 per share, leaving 25,000 common shares directly held after the sale. On January 5, 2026, Gupta received a grant of 16,835 shares of restricted stock at no cost, which are scheduled to vest on January 5, 2027, increasing her directly held common shares to 41,835. Each phantom stock unit entitled Gupta to a cash payment equal to the fair market value of one share of PENN common stock on the vesting date.

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^*

Black Gupta Vimla

(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)
01/03/2026

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	01/03/2026		M		12,994	A	(1)	37,994	D
Common Stock	01/03/2026		D		12,994	D	$14.85(1)	25,000	D
Common Stock	01/05/2026		A		16,835(2)	A	$0	41,835	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock Units	(1)	01/03/2026		M			12,994	01/03/2026	01/03/2026	Common Stock	12,994	(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.

2. The securities reported are shares of restricted stock that vest on January 5, 2027.

	/s/ Joshua Sidworth, Attorney-In-Fact for Vimla Black Gupta	01/06/2026
	** 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.

FAQ

Who is the insider reporting this Form 4 for PENN?

The Form 4 was filed for Vimla Black Gupta, who serves as a director of PENN Entertainment, Inc. (PENN) and holds the reported securities directly.

What PENN common stock transactions did Vimla Black Gupta report on January 3, 2026?

On January 3, 2026, 12,994 phantom stock units were converted into 12,994 shares of PENN common stock, and those 12,994 common shares were then sold at $14.85 per share, resulting in 25,000 common shares held directly afterward.

What restricted stock award did Vimla Black Gupta receive from PENN on January 5, 2026?

On January 5, 2026, Gupta received 16,835 shares of restricted PENN common stock at a price of $0 per share. These shares are scheduled to vest on January 5, 2027, and brought her directly held common stock to 41,835 shares after the grant.

How do the phantom stock units reported by Vimla Black Gupta work?

Each phantom stock unit entitles Gupta to a cash payment equal to the fair market value on the vesting date of one share of PENN common stock. In this filing, 12,994 phantom stock units were converted in connection with the January 3, 2026 transaction.

Does Vimla Black Gupta hold PENN shares directly or indirectly after these transactions?

According to the filing, the reported positions are held directly. After the January 3, 2026 sale, she held 25,000 PENN common shares directly, and after the January 5, 2026 restricted stock grant, she held 41,835 PENN common shares directly.

What was the total number of PENN phantom stock units held by Vimla Black Gupta after the reported transactions?

Following the conversion of 12,994 phantom stock units on January 3, 2026, the filing shows 0 phantom stock units beneficially owned by Gupta.