Welcome to our dedicated page for Penn Ent SEC filings (Ticker: PENN), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
PENN Entertainment, Inc. filings document the regulatory record of a gaming and entertainment operator with retail casinos, racetracks, online sports betting and iCasino operations. Its proxy materials describe board structure, director elections, shareholder proposals, governance practices and executive compensation matters, including issues tied to a classified board and board refreshment.
Material-event filings cover credit agreements, refinancing activity, senior notes, cooperation agreements, organizational realignment, leadership and compensation matters, and Regulation FD disclosures. The company’s SEC record also includes operating and financial results, capital-structure disclosures, risk and regulatory considerations for a licensed gaming business, and formal documentation of agreements affecting debt, governance and corporate oversight.
PENN Entertainment officer Christopher Byron Rogers reported two equity-related transactions in the company’s common stock. On February 26, 2026, he had 7,070 shares withheld at $12.54 per share to cover tax obligations upon vesting of performance units, which the company notes was not an open market sale. The same day, he acquired 14,404 restricted units at no cost, credited from a 2023 performance unit award after achieving a two-year performance goal. Following these transactions, his directly held common stock increased to 156,504 shares.
PENN Entertainment describes a large North American gaming and interactive platform spanning 42 gaming and racing properties in 19 U.S. states, 33 retail sportsbooks in 14 states, and online sports betting in 22 jurisdictions plus iCasino in five across the U.S. and Canada.
The company emphasizes its shift in digital strategy after ending its U.S. sportsbook agreement with ESPN effective December 1, 2025, rebranding U.S. online sports betting to theScore Bet and focusing on U.S. iCasino and Canadian operations. PENN also highlights heavy use of triple net leases with GLPI and VICI, with lease payments of $967.8 million and total indebtedness of $2.9 billion as of December 31, 2025.
Risk disclosures stress intense competition (including prediction markets), economic sensitivity of discretionary gaming spend, seasonality, activist shareholder pressures, and reliance on key regions such as Ohio, Louisiana, Missouri, and Pennsylvania, which together supplied over 40% of 2025 retail revenues.
PENN Entertainment reported higher revenue but continued losses for the quarter and year ended December 31, 2025. Fourth quarter revenue rose to $1,806.2 million from $1,669.0 million, while net loss narrowed to $73.4 million and Consolidated Adjusted EBITDA increased to $225.8 million from $165.2 million. Diluted loss per share improved to $(0.55), and Adjusted EPS turned positive at $0.07 versus $(0.44).
For the full year, revenue grew to $6,961.0 million, but net loss widened to $845.3 million, driven in part by $945.3 million of impairment losses. Consolidated Adjusted EBITDA rose to $830.1 million. The Interactive segment delivered record gaming revenue with fourth quarter revenue of $398.7 million and a reduced Adjusted EBITDA loss of $39.9 million. Liquidity totaled $1.1 billion, including $686.6 million in cash, and traditional net debt was $2.2 billion, with lease-adjusted net leverage at 6.8x and traditional net leverage at 4.5x. Management highlighted expected 2026 segment Adjusted EBITDAR growth of 20%, plans to achieve break-even Adjusted EBITDA in Interactive, more than $10.0 million in annualized corporate cost savings, and goals to reduce leverage while continuing targeted growth and capital projects.
PENN Entertainment has entered into a cooperation agreement with institutional investor HG Vora Capital Management that immediately reshapes its Board of Directors. The agreement calls for appointing three new independent directors: Heather Ace, Jeffrey Fox and Fabio Schiavolin.
The Board expanded from eight to eleven members, with the number of Class II directors increasing from two to four and Class III directors from three to four. Ace and Fox will serve as Class II directors with terms expiring at the 2028 annual meeting, while Schiavolin becomes a Class III director with a term expiring at the 2026 annual meeting.
HG Vora agreed to customary standstill, voting and non-disparagement provisions lasting into the 2027–2028 nomination window, while PENN committed to support Schiavolin’s election at the 2026 annual meeting. The new directors will receive the same compensation program as other non-employee directors.
PENN Entertainment, Inc. disclosed a new corporate organizational structure intended to align with its strategic priorities. The restructuring realigns the company’s Interactive segment to focus on PENN’s digital assets in Canada and its Hollywood iCasino product, aiming to better connect these offerings with its retail casino operations and broader omnichannel business model.
As part of this change, the role of Executive Vice President, Operations was eliminated on January 5, 2026, and Todd George departed the company. Under a Separation Agreement dated January 8, 2026, he is eligible for separation benefits tied to a termination without cause under his prior executive agreement and will serve as an advisor providing transition services through February 28, 2026. In return for these transition services, his 2023 performance units remain outstanding and may vest or be forfeited according to their existing terms.
PENN Entertainment EVP and CFO Felicia Hendrix reported several equity transactions in company stock. On January 3, 2026, 7,010 shares of common stock were withheld by the company at $14.85 per share to cover tax obligations tied to vesting restricted stock units, and this was not an open-market sale. On January 5, 2026, she acquired 62,424 shares of common stock at $0 per share in the form of restricted stock units that vest in three equal annual installments beginning on January 5, 2027, bringing her directly held common stock to 174,862 shares. The same day, she was granted 118,724 stock options with a $14.85 exercise price, which vest in three equal annual installments starting on January 5, 2027 and expire on January 5, 2036.
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.
PENN Entertainment director Jane Scaccetti reported receiving an equity award of common stock. On January 5, 2026, she was granted 16,835 shares of restricted stock at a price of $0 per share. These restricted shares are scheduled to vest on January 5, 2027, meaning they become fully hers on that date if the vesting conditions are met.
After this grant, Scaccetti directly beneficially owns 109,153 shares of PENN Entertainment common stock. This filing is a disclosure of a director equity compensation award, not an open‑market purchase or sale.
PENN Entertainment director Carlos Ruisanchez reported a grant of 16,835 shares of common stock on January 5, 2026. The filing shows these shares as restricted stock that will vest on January 5, 2027, and they were acquired at a price of $0 per share. Following this award, he beneficially owns 32,810 shares of PENN Entertainment common stock directly. The filing also notes an additional 1,950 shares held indirectly through a trust.
PENN Entertainment director Johnny Hartnett reported an equity award of company stock. On January 5, 2026, he received 16,835 shares of PENN Entertainment common stock as a grant recorded at a price of $0 per share, indicating it is compensation rather than an open-market purchase.
The filing notes these are shares of restricted stock that will vest on January 5, 2027, meaning Hartnett must satisfy service or other conditions until that date before the shares fully vest. Following this grant, he beneficially owns 16,835 shares directly, reflecting his reported stake in the company’s common stock.