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PENN Entertainment, Inc.

For the period ended Sep 30, 2025. Filed Nov 6, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 6, 2025

PENN$17.43+0.5%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 147 previous paragraphs and 162 current paragraphs.

64 unchanged; 70 reworded; 25 added; 12 removed; 1 previous and 3 current paragraphs rearranged.

Tables are not compared: 13 previous and 14 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (25)

Current report

On November 6, 2025, PENN announced the mutual decision for an early termination (the “Termination Agreement”) of its Sportsbook Agreement for United States (“U.S.”) online sports betting (“OSB”) with ESPN, Inc. and ESPN Enterprises Inc. (together, “ESPN”). Pursuant to the Termination Agreement, PENN’s exclusive right to use the ESPN BET trademark for OSB in the U.S. will end on December 1, 2025. As a result, we are realigning our digital focus to leverage the strength of our U.S. iCasino and Canadian operations, while continuing to use OSB to drive both the acquisition of customers with significant lifetime value and unique cross-sell opportunities across PENN’s retail and digital assets. We plan to rebrand our OSB offering in the U.S. to theScore Bet, with a target date of December 1, 2025, subject to the receipt of regulatory approvals. We currently operate theScore Bet brand in Ontario, and our OSB product in both the U.S. and Canada will now leverage connectivity with the theScore media app, which has approximately 4 million monthly active users across North America. PENN’s iCasino forward approach has clear long-term alignment to our core business, which will focus on cross-sell opportunities across our ecosystem and enhanced connectivity to our 33 million member PENN Play™ loyalty program. Our OSB offerings will continue to provide top of funnel acquisition and cross-sell opportunities for our Hollywood-branded iCasino, which will remain integrated into our OSB product in states where legal, in addition to serving as a standalone iCasino app.

Current report

Master Lease (as described in Note 7, “Leases” in the notes to the unaudited Consolidated Financial Statements). Rent within the 2023 Master Lease will increase by a percentage, based on the then-current GLPI stock price, of any project funding received by PENN from GLPI for the Other Development Projects. These funding obligations of GLPI expire on January 1, 2026, provided that (i) for the Columbus Project, if the Company provides notice to GLPI by December 31, 2025 that the Company is electing to receive GLPI funding, the Company shall submit a draw notice for such project by no later than March 31, 2026 requesting to receive GLPI funds by no later than June 30, 2026 and (ii) for the Aurora Project, the Company shall submit a draw notice for such project by no later than March 31, 2026 requesting to receive GLPI funds by no later than June 30, 2026 (altogether, the “GLPI Funding Deadline Extension”). The PENN Development Projects are all subject to necessary regulatory and other government approvals.

Current report

(5)See definition of Consolidated Adjusted EBITDA within the “Non-GAAP Financial Measure” section below.

Current report

Consolidated comparison of the three and nine months ended September 30, 2025 and 2024

Current report

Gain on REIT transaction, net relates to the remeasurement of the operating lease liabilities related to the removal of the previously leased Joliet facility assets as part of the 2023 Master Lease modification on August 1, 2025. See Note 7, “Leases” to the unaudited Consolidated Financial Statements for further discussion.

Current report

Segment comparison of the three and nine months ended September 30, 2025 and 2024

Current report

The Northeast segment’s revenues for the three months ended September 30, 2025 increased by $5.7 million, compared to the prior year period, primarily due to an increase in gaming revenues, particularly slots revenues, offset by a decrease in hotel revenue.

Current report

The Northeast segment’s revenues for the nine months ended September 30, 2025 increased $17.2 million, compared to the prior year period, primarily due to an increase in gaming revenues, particularly slots revenues, as well as an increase to food and beverage revenue.

Current report

For the three months ended September 30, 2025, the Northeast segment’s Adjusted EBITDAR decreased$1.4 million and Adjusted EBITDAR margin decreased to 28.7% primarilydue to increased labor costs.

Current report

For the nine months ended September 30, 2025, the Northeast segment’s Adjusted EBITDAR decreased$5.0 million and Adjusted EBITDAR margin decreased to 28.9%, primarilydue toincreases in general and administrative expenses.

Current report

The Midwest segment’s revenues for the three months ended September 30, 2025 increased by$6.1 million, compared to the prior year period, primarily due to an increase in gaming revenues, particularly slots revenues.

Current report

For the three months ended September 30, 2025, the Midwest segment’s Adjusted EBITDAR increased $0.6 million due to the increase in gaming revenues discussed above. Adjusted EBITDAR margin decreased to 39.9% primarilydue to increased labor costs.

Current report

Corporate overhead expenses were $34.0 million and $29.1 million for the three months ended September 30, 2025 and 2024, respectively, and $108.7 million and $78.5 million for the nine months ended September 30, 2025 and 2024, respectively. Corporate overhead expenses for the three and nine months ended September 30, 2025 include $3.9 million and $21.0 million, respectively, of legal and advisory costs related to activist activity in connection with our 2025 annual meeting of shareholders.

Current report

(3) Includes impairment charges of $15.0 million in the Midwest segment and $825.0 million in the Interactive segment. See Note 5, “Goodwill and Other Intangible Assets.”

Current report

On October 30, 2025, the Board of Directors approved a new $750.0 million share repurchase program (the “October 2025 Authorization”), subject to the finalization of and entry into the Termination Agreement and the Investment Agreement Amendment, both of which are defined and discussed in Note 9, “Commitments and Contingencies” in the notes to the unaudited Consolidated Financial Statements. The October 2025 Authorization commences on January 1, 2026 and expires on December 31, 2028 and will take effect after the Company’s existing $750.0 million share repurchase program expires on December 31, 2025.

Current report

On November 5, 2025, PENN and ESPN entered into the Termination Agreement, pursuant to which PENN’s exclusive right to use the ESPN BET trademark for online sports betting in the U.S. will terminate on December 1, 2025. The Termination Agreement provides that PENN will pay ESPN a total of $38.1 million in the fourth quarter of 2025 in respect of all remaining fees owed through the Termination Date. In addition, PENN has agreed to pay ESPN a total of $5.0 million following the Termination Date for traditional media to support theScore Bet and/or Hollywood iCasino offerings. The Termination Agreement provides that these payments will settle all outstanding payment obligations from PENN to ESPN under the Sportsbook Agreement. See Note 9, “Commitments and Contingencies” in the notes to the unaudited Consolidated Financial Statements for additional information.

Current report

The sale-and-lease back of real estate assets related to the new Joliet facility to GLPI for $130.0 million and the new M Resort tower for $150.0 million resulted in increased annual rent under the 2023 Master Lease by $10.1 million, and $11.7 million, respectively. These increases are subject to annual escalation in accordance with the terms of the 2023 Master Lease.

Current report

During the quarter ended September 30, 2025, management identified a goodwill impairment triggering event and, as such, performed a quantitative analysis. See Note 5, “Goodwill and Other Intangible Assets” in the notes to the unaudited Consolidated Financial Statements for further discussion.

Current report

For our quantitative goodwill impairment test, an income approach, in which a discounted cash flow (“DCF”) model was utilized, and a market-based approach using guideline public company multiples of earnings before interest, taxes, depreciation, and amortization (“EBITDA”) from the segment’s peer group was utilized in order to estimate the fair market value of the reporting unit. The Company compared the fair value of the segment’s reporting unit to its carrying amount. As the carrying amount of the reporting unit exceeded the fair value, an impairment was recorded equal to the amount of the excess, which was $825.0 million.

Current report

The evaluation of goodwill requires the use of estimates about future operating results of the reporting unit to determine the estimated fair value of the reporting unit. The Company must make various assumptions and estimates in performing its impairment testing. The implied fair value includes estimates of future cash flows that are based on reasonable and supportable assumptions which represent the Company’s best estimates of the cash flows expected to result from the use of the assets including their eventual disposition. Significant assumptions utilized in the estimation of future cash flows for the reporting unit include forecasted revenues, forecasted operating expenses, the discount rate used in the valuation, and the terminal year EBITDA exit multiple. These significant assumptions are complex and subjective. They are sensitive to changes in underlying assumptions and can be affected by a variety of factors, including external factors, such as industry, geopolitical and economic trends, and internal factors, such as changes in the Company’s business strategy, which may re-allocate capital and resources to different or new opportunities which management believes will enhance its overall value but may be to the detriment of the Interactive reporting unit. Changes in estimates, increases in the Company’s cost of capital, reductions in transaction multiples, changes in operating and capital expenditure assumptions, or application of alternative assumptions and definitions could produce significantly different results. Future cash flow estimates are, by their nature, subjective and actual results may differ materially from the Company’s estimates. If our ongoing estimates of future cash flows are not met, we may have to record further impairment charges in future periods. Our estimates of cash flows are based on the current regulatory and economic climates, recent operating information, and budgets of the reporting unit. These estimates could be negatively impacted by changes in federal, state, provincial, or local regulations, economic downturns, or other events affecting our Interactive segment.

Current report

Forecasted cash flows can be significantly impacted by the local economies in which our Interactive reporting unit operates. Increases in unemployment rates, inflation and/or interest rates can also result in decreased customer activity and/or lower customer spend. Additionally, increases in gaming taxes approved by state and provincial regulatory bodies can negatively impact forecasted cash flows.

Current report

The goodwill at our Interactive reporting unit was subject to a sensitivity analysis to determine the potential additional impairment loss:
Removed paragraphs (12)

Previous report

(4)The total is a mathematical calculation derived from the sum of reportable segments (as well as the Other category). As noted within the “Non-GAAP Financial Measures” section below, Adjusted EBITDAR is presented on a consolidated basis outside the financial statements solely as a valuation metric.

Previous report

Consolidated comparison of the three and six months ended June 30, 2025 and 2024

Previous report

The interim assessment for impairment resulted in a non-cash impairment charge of $15.0 million, reflecting the decline in the trademark’s fair value. The primary driver of the impairment was a reduction in the projected revenues attributable to the ACB trademark compared to its prior valuation.

Previous report

Segment comparison of the three and six months ended June 30, 2025 and 2024

Previous report

The Northeast segment’s revenues for the three and six months ended June 30, 2025 increased $15.3 million and $11.5 million, respectively, primarily due to an increase in gaming revenues, particularly slots revenues. The increase in food and beverage revenues for the three and six months ended June 30, 2025 was driven by increases invisitation and spend per visit, primarily at the Northeast segment properties not impacted by new supply.

Previous report

For the three and six months ended June 30, 2025, the Northeast segment’s Adjusted EBITDAR increased$4.8 million anddecreased$3.6 million, respectively, and Adjusted EBITDAR margins remained consistent with prior periods.

Previous report

The West segment’s revenues for the six months ended June 30, 2025 increased by$3.3 million, compared to the prior year period, primarily due toincreased gaming revenues as well as increased visitation at the West segment’s properties’ hotels.

Previous report

We define Adjusted EBITDAR as Adjusted EBITDA (as defined above) plus rent expense associated with triple net operating leases (which is a normal, recurring cash operating expense necessary to operate our business). Adjusted EBITDAR is presented on a consolidated basis outside the financial statements solely as a valuation metric. Management believes that Adjusted EBITDAR is an additional metric traditionally used by analysts in valuing gaming companies subject to triple net leases since it eliminates the effects of variability in leasing methods and capital structures. This metric is included as a supplemental disclosure because (i) we believe Adjusted EBITDAR is traditionally used by gaming operator analysts and investors to determine the equity value of gaming operators and (ii) Adjusted EBITDAR is one of the metrics used by other financial analysts in valuing our business. We believe Adjusted EBITDAR is useful for equity valuation purposes because (i) its calculation isolates the effects of financing real estate; and (ii) using a multiple of Adjusted EBITDAR to calculate enterprise value allows for an adjustment to the balance sheet to recognize estimated liabilities arising from operating leases related to real estate. However, Adjusted EBITDAR when presented on a consolidated basis is not a financial measure in accordance with

Previous report

GAAP, and should not be viewed as a measure of overall operating performance or considered in isolation or as an alternative to net income because it excludes the rent expense associated with our triple net operating leases and is provided for the limited purposes referenced herein.

Previous report

(5) Consists of non-recurring transaction costs and, prior to August 1, 2024, finance transformation costs associated with the implementation of our new Enterprise Resource Management system.

Previous report

On August 8, 2023, PENN entered into the Sportsbook Agreement with ESPN which provides for a long-term strategic relationship between PENN and ESPN relating to online sports betting in the United States. The Sportsbook Agreement has an initial 10-year term and may be extended for an additional ten years upon mutual agreement of PENN and ESPN. In consideration for the media marketing services and brand and other rights provided by ESPN, PENN will pay $150.0 million per year in cash pursuant to the Sportsbook Agreement for the initial 10-year term and issue warrants pursuant to the Investment Agreement (see Note 8, “Commitments and Contingencies” in the notes to our unaudited Consolidated Financial Statements for additional information).
Reworded paragraphs (70)

Previous wording

PENN Entertainment, Inc., together with its subsidiaries (“PENN,” or the “Company”), is North America’s leading provider of integrated entertainment, sports content, and casino gaming experiences. As of the date of this filing, PENN operated in 28 jurisdictions throughout North America, with a broadly diversified portfolio of casinos, racetracks, and online sports betting, and iCasino offerings under well-recognized brands including Hollywood Casino®, L’Auberge®, ESPN BET™, and theScore BET Sportsbook and Casino®. PENN’s ability to leverage its partnership with ESPN, Inc. and ESPN Enterprises, Inc. (together, “ESPN”), the “worldwide leader in sports,” and its ownership of theScore®, the top digital sports media brand in Canada, is central to the Company’s highly differentiated strategy to expand its footprint and efficiently grow its customer ecosystem. PENN’s focus on organic cross-sell opportunities is reinforced by its market-leading retail casinos, sports media assets, and technology, including a proprietary state-of-the-art, fully integrated digital sports and iCasino betting platform, and an in-house iCasino content studio (PENN Game Studios). The Company’s portfolio is further bolstered by its industry-leading PENN Play™ customer loyalty program, offering its over 32 million members a unique set of rewards and experiences.

Current wording

PENN Entertainment, Inc., together with its subsidiaries (“PENN,” the “Company,” “we,” “our,” or “us”), operates in 28 jurisdictions throughout North America, with a broadly diversified portfolio of casinos, racetracks, and online sports betting and iCasino offerings. PENN’s focus is on organic cross-sell opportunities, reinforced by its market-leading retail casinos, sports media assets and technology, including a proprietary state-of-the-art, fully integrated digital sports betting and iCasino platform, and an in-house iCasino content studio. The Company’s portfolio is further bolstered by its industry-leading PENN Play TM customer loyalty program, offering its over 33 million members a unique set of rewards and experiences.

Previous wording

The majority of the real estate assets (i.e., land and buildings) used in our operations are subject to triple net master leases; the most significant of which are with Gaming and Leisure Properties, Inc. (Nasdaq: GLPI) (“GLPI”), a real estate investment trust (“REIT”), and include the AR PENN Master Lease, 2023 Master Lease, and Pinnacle Master Lease (as such terms are defined in Note 6, “Leases” in the notes to our unaudited Consolidated Financial Statements and collectively referred to as the “Master Leases”).

Current wording

The majority of the real estate assets (i.e., land and buildings) used in our operations are subject to triple net master leases; the most significant of which are with Gaming and Leisure Properties, Inc. (Nasdaq: GLPI) (“GLPI”), a real estate investment trust (“REIT”), and include the AR PENN Master Lease, 2023 Master Lease, and Pinnacle Master Lease (as such terms are defined in Note 7, “Leases” in the notes to the unaudited Consolidated Financial Statements and collectively referred to as the “Master Leases”).

Previous wording

Subsequently, on February 21, 2023, as described in Note 6, “Leases” in the notes to our unaudited Consolidated Financial Statements, the Company and GLPI entered into a master development agreement (the “Master Development Agreement”) related to these development projects.

Current wording

Subsequently, on February 21, 2023, as described in Note 7, “Leases” in the notes to the unaudited Consolidated Financial Statements, the Company and GLPI entered into a master development agreement (the “Master Development Agreement”) related to these development projects.

Previous wording

The Master Development Agreement provides that GLPI will fund (i) up to $225.0 million for the anticipated relocation of our riverboat casino and related developments with respect to Aurora (the “Aurora Project”); and (ii) upon our request, up to $130.0 million for the anticipated relocation of our riverboat casino and related developments with respect to Joliet (the “Joliet Project”), up to $150.0 million for the anticipated second hotel tower at M Resort (the “M Resort Project”), up to $70.0 million for the anticipated new hotel tower at Columbus (the “Columbus Project” and together with Joliet Project and M Resort Project, the “Other Development Projects,” and together with the Aurora Project, referred to as the “PENN Development Projects”), all within accordance with certain terms and conditions set forth in the Master Development Agreement. GLPI has committed up to $225.0 million in funding for the Aurora Project at a 7.75% cap rate, which we are required to draw and the funding will be structured as rent under the 2023 Master Lease (as described in Note 6, “Leases” in the notes to our unaudited Consolidated Financial Statements). Rent within the 2023 Master Lease will increase by a percentage, based on the then-current GLPI stock price, of any project funding received by PENN from GLPI for the Other Development Projects. These funding obligations of GLPI expire on January 1, 2026. The PENN Development Projects are all subject to necessary regulatory and other government approvals. As of August 6, 2025, the Company has requested and received the full $130.0 million in funding from GLPI for the Joliet Project expected to open on August 11, 2025. We have neither requested nor received any funding from GLPI for the Aurora Project, M Resort Project, or Columbus Project.

Current wording

The Master Development Agreement provides that GLPI will fund (i) up to $225.0 million for the relocation of our riverboat casino and related developments with respect to Aurora (the “Aurora Project”); and (ii) upon our request, up to $130.0 million for the relocation of our riverboat casino and related developments with respect to Joliet (the “Joliet Project”), up to $150.0 million for the second hotel tower at M Resort (the “M Resort Project”), up to $70.0 million for the new hotel tower at Columbus (the “Columbus Project” and together with Joliet Project and M Resort Project, the “Other Development Projects,” and together with the Aurora Project, referred to as the “PENN Development Projects”), all within accordance with certain terms and conditions set forth in the Master Development Agreement. GLPI has committed up to $225.0 million in funding for the Aurora Project at a 7.75% cap rate, which we are required to draw and the funding will be structured as rent under the 2023

Previous wording

The Joliet Project to relocate its riverboat casino operations to a new, state-of-the-art land-based facility is expected to open on August 11, 2025. The best-in-class property will feature approximately 1,000 slots and 43 live table games, including high-limit slots and table games, a baccarat room, and an ESPN BET sportsbook. Its unique bars and restaurants include Sorellina by Giada De Laurentiis and Boulevard Food & Drink Hall. Additional features of the new property include an approximately 10,000 square foot, all-ages event center with meeting areas, and approximately 1,330 parking spaces.

Current wording

The Joliet Project to relocate its riverboat casino operations to a new, state-of-the-art land-based facility opened on August 11, 2025. The best-in-class property features approximately 1,000 slots and 43 live table games, including high-limit slots and table games, a baccarat room, and a retail sportsbook. Its unique bars and restaurants include Sorellina by Giada De Laurentiis and Boulevard Food & Drink Hall. Additional features of the new property include an approximately 10,000 square foot, all-ages event center with meeting areas, and approximately 1,330 parking spaces. On August 1, 2025, the Company received the full $130.0 million in committed funding from GLPI for the Joliet Project, resulting in a $10.1 million increase in annual rent, subject to annual escalation pursuant to the 2023 Master Lease.

Previous wording

The Aurora Project to relocate its riverboat casino operations to a new, state-of-the-art land-based facility is expected to open in the first half of 2026. The land-based casino will feature roughly 1,200 gaming positions, approximately 220 guest rooms, a retail sportsbook, outdoor entertainment area, full-service spa, high-quality bars and restaurants, an approximately 12,000 square foot event center with meeting areas, and approximately 1,700 parking spaces. The Aurora Project included the transfer of certain parcels of land from the City of Aurora, and up to $50.0 million of the project will be funded by the city through a new bond issuance. As of August 6, 2025, the Company has received $13.8 million from the City of Aurora for the Aurora Project.

Current wording

The Aurora Project to relocate its riverboat casino operations to a new, state-of-the-art land-based facility is expected to open in the second quarter of 2026. The land-based casino will feature roughly 1,200 gaming positions, approximately 220 guest rooms, a retail sportsbook, outdoor entertainment area, full-service spa, high-quality bars and restaurants, an approximately 12,000 square foot event center with meeting areas, and approximately 1,700 parking spaces. The Aurora Project included the transfer of certain parcels of land from the City of Aurora, and up to $50.0 million of the project will be funded by the city through a new bond issuance. As of November 5, 2025, we have neither requested nor received any funding from GLPI for the Aurora Project, while the Company has received $13.8 million from the City of Aurora.

Previous wording

The second hotel tower at M Resort is expected to open in the first half of 2026. The M Resort Project is expected to add 384 rooms to the Company’s property south of the Las Vegas Strip, bringing its total to 774 rooms and suites. Along with the rooms, there will be expanded meetings space, updated amenities, and additional local partnerships.

Current wording

The second hotel tower at M Resort is expected to open on December 1, 2025. The M Resort Project is expected to add 384 rooms to the Company’s property south of the Las Vegas Strip, bringing its total to 774 rooms and suites. Along with the rooms, there will be expanded meeting space, updated amenities, and additional local partnerships. On November 3, 2025, the Company received the full $150.0 million in committed funding from GLPI for the M Resort Project, resulting in an $11.7 million increase in annual rent, subject to annual escalation pursuant to the 2023 Master Lease.

Previous wording

The new, state-of-the-art hotel at Columbus is expected to open in the first half of 2026. The hotel is expected to include 180 rooms, meeting space, an additional restaurant, and local partnerships and amenities.

Current wording

The new, state-of-the-art hotel at Columbus is expected to open in the second quarter of 2026. The hotel is expected to include 180 rooms, meeting space, an additional restaurant, and local partnerships and amenities. As of November 5, 2025, we have neither requested nor received any funding from GLPI for the Columbus Project.

Previous wording

On April 24, 2025, the Company announced a development project to relocate its Ameristar Council Bluffs (“ACB”) riverboat casino operations to a new, state-of-the-art land-based property to be rebranded as Hollywood Casino Council Bluffs (“HCCB”). Under the proposed plan, the new HCCB is expected to include roughly 125,000 square feet of new development with approximately 58,000 square feet of gaming space and more than 1,000 positions on a single level. The new facility will complement the existing ESPN BET sportsbook, 160-room hotel, and dining options in the landside portion of the current infrastructure. The project is anticipated to cost between $180.0 million and $200.0 million and is expected to take 18-24 months to complete following the design and permitting approval process. GLPI has committed to finance up to $150.0 million at a 7.1% cap rate, which may be structured at PENN’s option as either rent or a 5-year term loan that is prepayable at any time without penalty.

Current wording

On April 24, 2025, the Company announced a development project to relocate its Ameristar Council Bluffs (“ACB”) riverboat casino operations to a new, state-of-the-art land-based property to be rebranded as Hollywood Casino Council Bluffs (“HCCB”). Under the proposed plan, the new HCCB is expected to include roughly 125,000 square feet of new development with approximately 58,000 square feet of gaming space and more than 1,000 positions on a single level. The new facility will complement the existing retail sportsbook, 160-room hotel, and dining options in the landside portion of the current infrastructure. The project is anticipated to cost between $180.0 million and $200.0 million and is expected to take 18-24 months to complete following the design and permitting approval process. GLPI has committed to finance up to $150.0 million at a 7.1% cap rate, which may be structured at PENN’s option as either rent or a 5-year term loan that is prepayable at any time without penalty.

Previous wording

We believe that our portfolio of assets provides us with the benefit of geographically-diversified cash flow from operations. We expect to continue to expand our gaming operations through the implementation and execution of a disciplined capital expenditure program at our existing properties, the pursuit of strategic acquisitions and investments, and the development of new gaming properties. Our ownership of theScore’s proprietary technology and our partnership with ESPN reflect our strategy to continue evolving from the nation’s largest regional gaming operator to a best-in-class omni-channel provider of retail gaming, iCasino, and sports betting entertainment.

Current wording

We believe that our portfolio of assets provides us with the benefit of geographically diversified cash flow from operations. We expect to continue to expand our gaming operations through the implementation and execution of a disciplined capital expenditure program at our existing properties, the pursuit of strategic acquisitions and investments, and the development of new gaming properties. Our sports media assets and proprietary online sports betting and iCasino technology reinforce our strategy to continue evolving from the nation’s largest regional gaming operator to a best-in-class omni-channel provider of retail gaming, iCasino, and sports betting entertainment. Additionally, our iCasino forward strategy with long-term alignment to our core business will focus on cross-sell opportunities across our ecosystem and enhanced connectivity to our PENN Play™ loyalty program.

Previous wording

Most of our properties operate in mature, competitive markets. We expect the majority of our future growth to come from our online sports betting and iCasino businesses; improvements, expansions, or relocations of our existing properties; entrance into new jurisdictions; expansions of gaming in existing jurisdictions; strategic investments and acquisitions; and cross-sell opportunities between our retail gaming, online sports betting, and iCasino businesses. Our portfolio is comprised largely of well-maintained regional gaming facilities, which has allowed us to develop what we believe to be a solid base for future growth opportunities.

Current wording

Most of our properties operate in mature, competitive markets. We expect the majority of our future growth to come from our online sports betting and iCasino businesses; improvements, expansions, or relocations of our existing properties; entrance into new jurisdictions or verticals; expansions of gaming in existing jurisdictions; strategic investments and acquisitions; and cross-sell opportunities between our retail gaming, online sports betting, and iCasino businesses. Our portfolio is comprised largely of well-maintained regional gaming facilities, which has allowed us to develop what we believe to be a solid base for future growth opportunities.

Previous wording

We continuously adjust operations, offerings, and cost structures to reflect changing economic conditions, as well as consumer demand and behaviors. We also continue to focus on revenue and cost synergies from recent acquisitions, technology enhancements, and providing customers with additional gaming and entertainment experiences through our differentiated omni-channel strategy. We seek to grow our customer database and PENN Play loyalty program through our online sports betting and iCasino businesses, the development of new properties, the expansion of existing properties and other business lines, and through partnerships with third-party partners, such as Shake Shack Inc., The Kroger Company, Ticketmaster Entertainment, LLC, Norwegian Cruise Line Holdings Ltd., Live Nation Entertainment, Inc., and Choice Hotels International, Inc. In addition, our strategic acquisitions (e.g. theScore) and strategic relationships (e.g. our partnership with ESPN), should enable us to acquire new customers, expand our player database, and provide additional revenue streams that enhance our omnichannel strategy.

Current wording

We continuously adjust operations, offerings, and cost structures to reflect changing economic conditions, as well as consumer demand and behaviors. We also continue to focus on revenue and cost synergies from recent acquisitions, technology enhancements, and providing customers with additional gaming and entertainment experiences through our differentiated omni-channel strategy. We seek to grow our customer database and PENN Play loyalty program through our iCasino and online sports betting businesses, the development of new properties, the expansion of existing properties and other business lines, and through partnerships with third-party partners, such as Shake Shack Inc., Ticketmaster Entertainment, LLC, Norwegian Cruise Line Holdings Ltd., Live Nation Entertainment, Inc., and Choice Hotels International, Inc. In addition, we believe that our online gaming offerings, combined with other strategic relationships we have, or may develop in the future, should enable us to acquire new customers, expand our player database, and provide additional revenue streams that enhance our omnichannel strategy.

Previous wording

The gaming, media, and entertainment industries are characterized by an increasingly high degree of competition among a large number of participants. We compete with a variety of gaming operations, including casinos and hotel casinos of varying quality and size and other gaming options such as state and province-sponsored internet lotteries, sweepstakes, charitable gaming, video gaming terminals at bars, restaurants, taverns and truck stops, illegal slot machines and skill games, fantasy sports and third-party internet or mobile-based gaming platforms, including both legal and illegal iCasino and sports betting operations. See the“Segment comparison of the three and six months ended June 30, 2025 and 2024” section below for discussions on our results of operations by reportable segment.

Current wording

The gaming, media, and entertainment industries are characterized by an increasingly high degree of competition among a large number of participants. We compete with a variety of gaming operations, including casinos and hotel casinos of varying quality and size and other gaming options such as state and province-sponsored internet lotteries, sweepstakes, charitable gaming, video gaming terminals at bars, restaurants, taverns and truck stops, historical horse racing gaming terminals, illegal slot machines and skill games, fantasy sports and third-party internet or mobile-based gaming platforms, including both legal and illegal iCasino and sports betting operations, and emerging prediction markets. See the“Segment comparison of the three and nine months ended September 30, 2025 and 2024” section below for discussions on our results of operations by reportable segment.

Previous wording

The majority of our revenues is gaming revenue, which is highly dependent upon the volume and spending levels of customers at our properties. Our gaming revenue is derived primarily from slot machines (which represented approximately 86% and 85% of our gaming revenue for each of the six months ended June 30, 2025 and 2024) and, to a lesser extent, table games, online sports betting, and iCasino. Aside from gaming revenue, our revenues are primarily derived from our hotel, dining, retail, commissions, program sales, admissions, concessions and certain other ancillary activities, and our racing operations.

Current wording

The majority of our revenues is gaming revenue, which is highly dependent upon the volume and spending levels of customers at our properties. Our gaming revenue is derived primarily from slot machines (which represented approximately 86% and 85% of our gaming revenue for each of the nine months ended September 30, 2025 and 2024) and, to a lesser extent, table games, online sports betting, and iCasino. Aside from gaming revenue, our revenues are primarily derived from our hotel, dining, retail, commissions, program sales, admissions, concessions and certain other ancillary activities, and our racing operations.

Previous wording

Our gaming and racing properties are grouped by geographic location, and each is viewed as an operating segment with the exception of our two properties in Jackpot, Nevada, which are viewed as one operating segment. We consider our combined Video Gaming Terminal (“VGT”) operations, by state, to be separate operating segments. For a listing of our gaming properties and VGT operations included in each reportable segment, see Note 2, “Significant Accounting Policies and Basis of Presentation” in the notes to our unaudited Consolidated Financial Statements.

Current wording

Our gaming and racing properties are grouped by geographic location, and each is viewed as an operating segment with the exception of our two properties in Jackpot, Nevada, which are viewed as one operating segment. We consider our combined Video Gaming Terminal (“VGT”) operations, by state, to be separate operating segments. For a listing of our gaming properties and VGT operations included in each reportable segment, see Note 2, “Significant Accounting Policies and Basis of Presentation” in the notes to the unaudited Consolidated Financial Statements.

Previous wording

The following table highlights our revenues, net income (loss), and Adjusted EBITDA, on a consolidated basis, as well as our revenues and Adjusted EBITDAR by reportable segment. Such segment reporting is consistent with how we measure our business and allocate resources internally. We consider net income (loss) to be the most directly comparable financial measure calculated in accordance with generally accepted accounting principles in the United States (“GAAP”) to Adjusted EBITDA and Adjusted EBITDAR, which are non-GAAP financial measures. Refer to “Non-GAAP Financial Measures” below for the definitions of Adjusted EBITDA and Adjusted EBITDAR; as well as a reconciliation of net income (loss) to Adjusted EBITDA and Adjusted EBITDAR.

Current wording

The following table highlights our revenues, net loss, and Adjusted EBITDA, on a consolidated basis, as well as our revenues and Adjusted EBITDAR by reportable segment. Such segment reporting is consistent with how we measure our business and allocate resources internally. We consider net loss to be the most directly comparable financial measure calculated in accordance with generally accepted accounting principles in the United States (“GAAP”) to Consolidated Adjusted EBITDA, which is a non-GAAP financial measure. Refer to “Reportable Segment Measures” below for the definition of Segment Adjusted EBITDAR. Refer to “Non-GAAP Financial Measure” below for the definition of Consolidated Adjusted EBITDA as well as a reconciliation of net loss to Consolidated Adjusted EBITDA.

Previous wording

(1)The Other category, included in the tables to reconcile the segment information to the consolidated information, consists of the Company’s stand-alone racing operations, namely Sanford-Orlando Kennel Club, Sam Houston and Valley Race Park, the Company’s joint venture interest in Freehold Raceway (which ceased operations on December 28, 2024), and our management contract for Retama Park Racetrack. Expenses incurred for corporate and shared services activities that are directly attributable to a property or are otherwise incurred to support a property are allocated to each property. The Other category also includes corporate overhead, which consists of certain expenses, such as: payroll, professional fees, travel expenses, and other general and administrative expenses that do not directly relate to or have not otherwise been allocated. Corporate overhead was $38.7 million and $24.5 million for the three months ended June 30, 2025 and 2024, respectively, and $74.7 million and $49.4 million for the six months ended June 30, 2025 and 2024, respectively. Corporate overhead for the three and six months ended June 30, 2025 include $9.4 million and $17.1 million, respectively, of legal and advisory costs related to activist activity in connection with our 2025 annual meeting of shareholders.

Current wording

(1)The Other category, included in the tables to reconcile the segment information to the consolidated information, consists of the Company’s stand-alone racing operations, namely Sanford-Orlando Kennel Club, Sam Houston and Valley Race Park, the Company’s joint venture interest in Freehold Raceway (which ceased operations on December 28, 2024), and our management contract for Retama Park Racetrack. Expenses incurred for corporate and shared services activities that are directly attributable to a property or are otherwise incurred to support a property are allocated to each property. The Other category also includes corporate overhead, which consists of certain expenses, such as: payroll, professional fees, travel expenses, and other general and administrative expenses that do not directly relate to or have not otherwise been allocated. Corporate overhead was $34.0 million and $29.1 million for the three months ended September 30, 2025 and 2024, respectively, and $108.7 million and $78.5 million for the nine months ended September 30, 2025 and 2024, respectively. Corporate overhead for the three and nine months ended September 30, 2025 include $3.9 million and $21.0 million, respectively, of legal and advisory costs related to activist activity in connection with our 2025 annual meeting of shareholders.

Previous wording

(5)Pertains to the following operating leases: (i) AR PENN Master Lease; (ii) 2023 Master Lease; (iii) Margaritaville Lease; and (iv) Greektown Lease.

Current wording

(4)Pertains to the following operating leases: (i) AR PENN Master Lease; (ii) 2023 Master Lease; (iii) Margaritaville Lease; and (iv) Greektown Lease.

Previous wording

Gaming revenuesfor the three and six months ended June 30, 2025 increased by $35.4 million and$75.4 million, respectively, compared to the corresponding prior year periods, primarily due to an increase in online gaming revenues at our Interactive segment. The increase in online gaming revenues within our Interactive segment was due toiCasino and online sports betting growth driven by ongoing product enhancements and decreased promotional expense related to ESPN BET. At our retail properties, increases in gaming revenues at our Northeast and West segments were offset by decreases in gaming revenues within our South and Midwest segments as newsupply continues to impact visitation.

Current wording

Gaming revenues for the nine months ended September 30, 2025 increased by $112.6 million, compared to the prior year period, primarily due to an increase in online gaming revenues at our Interactive segment. This increase was due toiCasino and online sports betting growth driven by ongoing product enhancements and decreased promotional expense. Additionally, increases in gaming revenues within our Northeast and West segments were offset by decreases within our South and Midwest segments, as newsupply continues to impact visitation.

Previous wording

Food, beverage, hotel, and other revenues for the three and six months ended June 30, 2025 increased by $66.6 million and $92.2 million, respectively, compared to the corresponding prior year periods. For the three and six months ended June 30, 2025, the increase was primarily due to gaming tax reimbursement amounts related tothird-party online sports betting and/or iCasino partners for online sports betting and iCasino market access of $55.8 million and $67.4 million, respectively, compared to the prior year periods.

Current wording

Food, beverage, hotel, and other revenues for the three and nine months ended September 30, 2025 increased by $40.9 million and $133.1 million, respectively, compared to the corresponding prior year periods. For the three and nine months ended September 30, 2025, the increase was primarily due to gaming tax reimbursement amounts related tothird-party online sports betting and/or iCasino partners for online sports betting and iCasino market access of $35.4 million and $102.8 million, respectively, compared to the prior year periods.

Previous wording

See“Segment comparison of the three and six months ended June 30, 2025 and 2024” below for more detailed explanations of the fluctuations in revenues.

Current wording

See“Segment comparison of the three and nine months ended September 30, 2025 and 2024” below for more detailed explanations of the fluctuations in revenues.

Previous wording

Gaming expenses primarily consist of gaming taxes, payroll, marketing and promotional, and other expenses associated with our gaming operations. Gaming expenses for the three and six months ended June 30, 2025 decreased by $1.4 million and $27.1 million, respectively, compared to the corresponding prior year periods. We generated additional marketing expenses to support our initial launch of ESPN BET within our Interactive segment during thecorresponding prior year periods. For the three and six months ended June 30, 2025, the decrease was partially offset by an increase in gaming taxes due to increased online gaming revenue at our Interactive segment as discussed above. Additionally, in the current year periods, gaming expenses increased at our retail properties within our Northeast and West segments due to an increase in gaming revenues.

Current wording

Gaming expenses for the nine months ended September 30, 2025 decreased by $0.8 million, compared to the corresponding prior year period. We incurred additional marketing expenses to support our initial launch of ESPN BET within our Interactive segment during thecorresponding prior year period. For the nine months ended September 30, 2025, the decrease was partially offset by an increase in gaming taxes due to increased online gaming revenue at our Interactive segment and increased gaming revenues at our retail properties within our Northeast and West segments, as discussed above.

Previous wording

Food, beverage, hotel, and other expenses consist primarily of payroll expenses, costs of goods sold, and other costs associated with our food, beverage, hotel, retail, racing, and Interactive operations. Food, beverage, hotel, and other expenses for thethree and six months ended June 30, 2025 increased$62.4 million and$76.1 million, respectively, compared to the corresponding prior year periods, primarily due to increases in gaming tax reimbursement amounts related tothird-party online sports betting and/or iCasino partners for online sports betting and iCasino market access.

Current wording

Food, beverage, hotel, and other expenses consist primarily of payroll expenses, costs of goods sold, and other costs associated with our food, beverage, hotel, retail, racing, and Interactive operations. Food, beverage, hotel, and other expenses for thethree and nine months ended September 30, 2025 increased$39.8 million and$115.9 million, respectively, compared to the corresponding prior year periods, primarily due to increases in gaming tax reimbursement amounts related tothird-party online sports betting and/or iCasino partners for online sports betting and iCasino market access.

Previous wording

For the three and six months ended June 30, 2025, general and administrative expenses increased by $21.6 million and $35.7 million, respectively, compared to the corresponding prior year periods. The increase is primarily due to legal and advisory costs related to activist activity incurred in connection with our 2025 annual meeting of shareholders of $9.4 million and $17.1 million, respectively, as well as increases in pre-opening expenses for the PENN Development Projects, and stock-based compensation.

Current wording

For the three and nine months ended September 30, 2025, general and administrative expenses increased by $25.4 million and $61.1 million, respectively, compared to the corresponding prior year periods. The increase is primarily due to legal and advisory costs related to activist activity incurred in connection with our 2025 annual meeting of shareholders of $3.9 million and $21.0 million, respectively, increases in pre-opening expenses of $9.6 million and $14.5 million for the PENN Development Projects, respectively, and increases in stock-based compensation.

Previous wording

(3) Relates to an impairment charge in our Midwest segment.

Current wording

Impairment lossfor the three months ended September 30, 2025, relates to an impairment charge of $825.0 million at our Interactive segment on its goodwill. The impairment resulted from the Company’s realignment of its digital focus following the mutual decision for an early termination of our Sportsbook Agreement with ESPN (as defined in Note 9, “Commitments and Contingencies”). As part of the realignment, the Company is focusing on the strength of its U.S. iCasino and Canadian operations, while continuing to use online sports betting to drive both the acquisition of customers with significant lifetime value and unique cross-sell opportunities across PENN’s retail and digital assets, and will rebrand its online sports betting offering in the U.S. to theScore Bet, subject to receipt of regulatory approvals. The realignment of its digital focus led the Company to revise its cash flow projections for the Interactive reporting unit and perform a quantitative impairment test, which resulted in a non-cash impairment charge of $825.0 million. See Note 5, “Goodwill and Other Intangible Assets” in the notes to the unaudited Consolidated Financial Statements for further discussion.

Previous wording

Impairment lossfor both the three and six months ended June 30, 2025 relates to an impairment charge of $15.0 million at our ACB property on its trademark. As a result of the strategic decision to rebrand ACB, the Company reassessed the indefinite-lived classification of the ACB trademark and concluded the trademark is no longer considered to have an indefinite useful life. The Company performed a quantitative impairment test, then assigned the remaining carrying amount a finite useful life of approximately 2.5 years.

Current wording

Impairment losses for the nine months ended September 30, 2025, in addition to the impairment charge at our Interactive segment discussed above, also included an impairment charge of $15.0 million at our ACB property on its trademark as a result of the strategic decision to rebrand ACB. See Note 5, “Goodwill and Other Intangible Assets” in the notes to the unaudited Consolidated Financial Statements for further discussion.

Previous wording

There were no impairment losses for the three and six months ended June 30, 2024.

Current wording

There were no impairment losses for the three and nine months ended September 30, 2024.

Previous wording

Interest expense, net decreased by $23.5 million and $31.8 million for the three and six months ended June 30, 2025, respectively, compared to the corresponding prior year periods, primarily due to an increase in capitalized interest related to the PENN Development Projects. Additionally, the prior year periods and the first quarter of 2025 included interest expense related to the Company’s financing arrangement, which is described in further detail below in “Gain on financing arrangement.”

Current wording

Interest expense, net decreased by $21.2 million and $53.0 million for the three and nine months ended September 30, 2025, respectively, compared to the corresponding prior year periods. The prior year periods and the first quarter of 2025 included interest expense related to the Company’s financing arrangement, which is described in further detail below in “Gain on financing arrangement.” Additionally, capitalized interest related to the PENN Development Projects increased from the prior year periods.

Previous wording

Interest income decreased by $3.7 million and $7.6 million for the three and six months ended June 30, 2025, respectively, compared to the corresponding prior year periods, primarily due to a decrease in the amount invested in money market funds, which we use for short term investing.

Current wording

Interest income decreased by $4.0 million and $11.6 million for the three and nine months ended September 30, 2025, respectively, compared to the corresponding prior year periods, primarily due to lower cash balances invested in our money market funds.

Previous wording

Gain on financing arrangement relates to a $215.1 million non-cash gain on a financing arrangement that we entered into in February 2021 with a third-party, which provided the Company with upfront and non-refundable cash proceeds while permitting us to participate in future proceeds on certain insurance coverage claims for economic losses PENN sustained due to the COVID-19 pandemic. As discussed in Note 5, “Long-Term Debt,” during the first quarter of 2025, the Company determined that obligations under these claims are no longer probable and therefore recognized a non-cash gain related to this obligation comprised of cash proceeds received in 2021 of $72.5 million and $142.6 million of accreted non-cash interest.

Current wording

Gain on financing arrangement relates to a $215.1 million non-cash gain on a financing arrangement that we entered into in February 2021 with a third-party, which provided the Company with upfront and non-refundable cash proceeds while permitting us to participate in future proceeds on certain insurance coverage claims for economic losses PENN sustained due to the COVID-19 pandemic. During the first quarter of 2025, the Company determined that obligations under these claims are no longer probable and therefore recognized a non-cash gain related to this obligation comprised of cash proceeds received in 2021 of $72.5 million and $142.6 million of accreted non-cash interest. See Note 6, “Long-Term Debt” to the unaudited Consolidated Financial Statements for additional details.

Previous wording

Loss on early extinguishment of debt relates to the repurchases of the 2.75% convertible notes due 2026 (the “Convertible Notes”). See Note 5, “Long-Term Debt,” to our unaudited Consolidated Financial Statements for further discussion.

Current wording

Loss on early extinguishment of debt relates to the repurchases of the 2.75% convertible notes due 2026 (the “Convertible Notes”). See Note 6, “Long-Term Debt” to the unaudited Consolidated Financial Statements for further discussion.

Previous wording

Other primarily relates to realized and unrealized gains and losses on equity securities held by PENN Interactive as well as miscellaneous income and expense items. The equity securities were sold during the quarter ended June 30, 2025.

Current wording

Other primarily consisted of realized and unrealized gains and losses on equity securities held by PENN Interactive as well as miscellaneous income and expense items. The equity securities were sold during the quarter ended June 30, 2025.

Previous wording

Income tax expensewas $6.4 million as compared to a benefit of $3.2 million for the three months ended June 30, 2025 and 2024, respectively, and expense of $54.1 million as compared to a benefit of $15.8 million for the six months ended June 30, 2025 and 2024, respectively. The effective tax rate (income taxes as a percentage of income from operations before income taxes) including discrete items was 54.4% and 28.0% for the three and six months ended June 30, 2025, respectively. We excluded certain foreign losses from our worldwide effective tax rate calculation due to a year-to-date ordinary loss for which no benefit may be recognized. The change in the effective tax rate for the three and six months ended June 30, 2025, as compared to the corresponding prior periods was primarily due to (i) excluding certain foreign losses for which no tax benefit can be recognized in our worldwide effective tax rate calculation, (ii) non-deductible permanent items offset against tax credit utilization, (iii) state taxes, and (iv) changes to the valuation allowance. See Note 7, “Income Taxes” to our unaudited Consolidated Financial Statements for additional details.

Current wording

We excluded certain foreign losses from our worldwide effective tax rate calculation due to a year-to-date ordinary loss for which no benefit may be recognized. The change in the effective tax rate for the three and nine months ended September 30, 2025, as compared to the corresponding prior periods was primarily due to: (i) excluding certain foreign losses for which no tax benefit can be recognized in our worldwide effective tax rate calculation; (ii) non-deductible permanent items; (iii) state taxes; and (iv) changes to the valuation allowance. See Note 8, “Income Taxes” to the unaudited Consolidated Financial Statements for additional details.

Previous wording

On January 16, 2025, the Indiana Supreme Court listened to oral arguments between the Company and the Indiana Department of State Revenue on notices of proposed assessments for tax years 2015 through 2017. The Company believes that it is reasonably possible that its current unrecognized tax reserve may change within the next twelve months.

Current wording

On January 16, 2025, the Indiana Supreme Court heard oral arguments between the Company and the Indiana Department of State Revenue on notices of proposed assessments for tax years 2015 through 2017. The Company believes that it is reasonably possible that its current unrecognized tax reserve may change within the next twelve months.

Previous wording

On July 4, 2025, the One Big Beautiful Bill Act (“OBBB”) was enacted. Key business income tax provisions of the OBBB applicable to the Company include (i) reinstatement of immediate deduction for domestic research or experimental expenditures, (ii) extension of 100% accelerated tax bonus depreciation for qualifying depreciable assets, and (iii) restoration of the favorable EBITDA-based business interest expense limitation. These provisions are expected to reduce the Company’s estimated cash tax liability for the year ending December 31, 2025. We are currently assessing the provisions' potential impact on our broader financial results and tax strategy.

Current wording

On July 4, 2025, the One Big Beautiful Bill Act (“OBBB”) was enacted. Key business income tax provisions of the OBBB applicable to the Company include (i) reinstatement of immediate deduction for domestic research or experimental expenditures; (ii) extension of 100% accelerated tax bonus depreciation for qualifying depreciable assets; and (iii) restoration of the favorable EBITDA-based business interest expense limitation. The impacts of the OBBB are reflected in our results for the quarter and did not have a material impact on the Company’s effective tax rate for the three and nine months ended September 30, 2025. The Company expects a beneficial reduction to cash tax liability; however, we will continue to assess the potential impact on our financial results and strategy.

Previous wording

The South segment’s revenues for the three months ended June 30, 2025 increased by $4.0 million, compared to the prior year period, primarily due to anincrease in visitation at the South segment’s properties’ hotels, partially offset by a decrease in gaming revenues at the South segment properties impacted by new supply.

Current wording

The South segment’s revenues for the three months ended September 30, 2025 increased by $2.9 million, compared to the prior year period, primarily due to anincrease in revenue from non-gaming amenities, partially offset by a decrease in gaming revenues at the South segment properties impacted by new supply.

Previous wording

The South segment’s revenues for the six months ended June 30, 2025 decreased by $6.2 million, compared to the prior year period, primarily due to a decrease in gaming revenues as increased competition negatively impacted several of our properties, partially offset by an increase in food, beverage, hotel, and other revenues.

Current wording

The South segment’s revenues for the nine months ended September 30, 2025 decreased by $3.3 million, compared to the prior year period, primarily due to a decrease in gaming revenues as increased competition negatively impacted several of our properties, partially offset by an increase in food, beverage, hotel, and other revenues.

Previous wording

For the three and six months ended June 30, 2025, the South segment’s Adjusted EBITDAR decreased $6.6 million and $16.8 million, respectively, and Adjusted EBITDAR margin decreased to 34.7% and 35.2%, respectively, primarily due to the decreases in gaming revenues discussed above, and increased labor costs.

Current wording

For the three and nine months ended September 30, 2025, the South segment’s Adjusted EBITDAR decreased $8.7 million and $25.5 million, respectively, and Adjusted EBITDAR margin decreased to 33.6% and 34.7%, respectively, primarily due to the decreases in gaming revenues discussed above, and increased labor costs.

Previous wording

The West segment’s revenues for the three months ended June 30, 2025 increased by$2.4 million, compared to the prior year period, primarily due toincreased gaming revenues, partially offset by adecrease in food, beverage, hotel, and other revenues.

Current wording

The West segment’s revenues for the three and nine months ended September 30, 2025 increased by$6.5 million and $9.8 million, respectively, compared to the corresponding prior year periods, primarily due toincreased gaming revenues, partially offset by adecrease in food, beverage, hotel, and other revenues.

Previous wording

For the three and six months ended June 30, 2025, the West segment’s Adjusted EBITDAR increased $2.9 million and $2.7 million, respectively, and Adjusted EBITDAR margin increased to 38.9% and 37.1%, respectively, primarily due to the increases in gaming revenues discussed above.

Current wording

For the three and nine months ended September 30, 2025, the West segment’s Adjusted EBITDAR increased $3.6 million and $6.3 million, respectively, and Adjusted EBITDAR margin increased to 36.9% and 37.0%, respectively, primarily due to the increases in gaming revenues discussed above.

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Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

Gaming revenuesfor the three months ended September 30, 2025 increased by $37.2 million, compared to the prior year period, primarily due to an increase in online slot revenues at our Interactive segment. At our retail properties, increases in gaming revenues at our Northeast, West, and Midwest segments were offset by decreases in gaming revenues within our South segment as newsupply continues to impact visitation.

Current report — wording carried from elsewhere

Gaming expenses primarily consist of gaming taxes, payroll, marketing and promotional, and other expenses associated with our gaming operations. Gaming expenses for the three months ended September 30, 2025 increased by $26.3 million, compared to the corresponding prior year period, primarily driven bygaming taxes due to increased online gaming revenue at our Interactive segment, as discussed above. Additionally, for the three months ended September 30, 2025, gaming expenses increased at our retail properties within our Northeast, West, and Midwest segments due to an increase in gaming revenues.

Current report — wording carried from elsewhere

Income tax expensewas $5.3 million and $2.8 million for the three months ended September 30, 2025 and 2024, respectively, and expense of $59.4 million as compared to a benefit of $13.0 million for the nine months ended September 30, 2025 and 2024, respectively. The effective tax rate (income taxes as a percentage of income from operations before income taxes), including discrete items was (56.7)% and 32.2% for the three and nine months ended September 30, 2025, respectively.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

cross-sell opportunities between our retail gaming, online sports betting, and iCasino businesses; our ability to obtain financing for our development projects on attractive terms; the timing, cost and expected impact of planned capital expenditures on the Company’s results of operations; and the actions of regulatory, legislative, executive, or judicial decisions at the federal, state, provincial, or local level with regard to our business and the impact of any such actions.