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

Rhea-AI Filing Summary

Johnny Hartnett, a director of PENN Entertainment, received 14,775 phantom stock units as his 2025 annual director equity award, granted on 08/08/2025. These units are cash-settled: each unit entitles the holder to a cash payment equal to the fair market value of one share on the vesting date. The units are listed as exercisable/vesting on 08/08/2026 and are reported as directly beneficially owned following the award. The reporting form indicates the director elected to receive the award in phantom stock units rather than actual shares, creating a future cash obligation tied to the company’s share price at vesting.

Positive

• 14,775 phantom stock units align the director’s compensation with shareholder value by tying payout to the company’s share price at vesting
• Award is cash-settled, so it does not increase outstanding share count or dilute existing equity at grant

Negative

• Creates a future cash obligation equal to the fair market value of one share per unit on the vesting date, which could require cash outflow at vesting

Insights

Financial Analyst

TL;DR: Director received 14,775 cash-settled phantom units vesting 08/08/2026; routine compensation with limited market impact.

The reported grant of 14,775 phantom stock units to a director is a standard form of non-dilutive director compensation designed to align interests with shareholders without issuing shares today. Because the award is cash-settled at fair market value on vesting, it creates a future cash payout tied to the share price rather than an immediate increase in share count. From a financial perspective, this is a predictable compensation expense and not an equity issuance; its materiality depends on the company’s cash position and the share price at vesting, neither of which are disclosed here.

Corporate Governance Expert

TL;DR: Election to receive the 2025 director award as phantom units indicates retention and alignment, recorded as direct beneficial ownership.

The filing shows the director elected cash-settled phantom units for his annual equity award, a governance choice that maintains alignment with shareholder value while avoiding immediate dilution. The filing also documents direct beneficial ownership of the derivative units and specifies vesting/exercise information (08/08/2026). This is a routine disclosure under Section 16 reporting requirements and reflects standard director compensation practices rather than a change in control, governance structure, or insider disposition.

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 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

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)	08/08/2025		A		14,775		08/08/2026	08/08/2026	Common Stock	14,775	(1)	14,775	D

Explanation of Responses:

1. The reporting person will receive 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. The reporting person elected to receive the 2025 annual equity award for directors in phantom stock units.

	/s/ Joshua Sidsworth, Attorney-In-Fact for Johnny Hartnett	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 Johnny Hartnett receive in the Form 4 for PENN?

The filing reports a grant of 14,775 phantom stock units as the 2025 annual director equity award.

Are the phantom units cash-settled or paid in shares?

They are cash-settled: the reporting person will receive a cash payment equal to the fair market value of one share on the vesting date.

When do the units vest or become exercisable?

The units are shown with an exercisable/vesting date of 08/08/2026.

How is ownership reported after the transaction?

The filing shows 14,775 derivative securities beneficially owned following the transaction, reported as direct ownership.

What relationship does the reporting person have to PENN?

The reporting person, Johnny Hartnett, is listed as a Director of PENN Entertainment.