PENN Entertainment, Inc.

As noted above, 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 GLPI, and include the AR PENN Master Lease, 2023 Master Lease, and Pinnacle Master Lease (as such terms are defined below and collectively referred to as the “Master Leases”). As of December 31, 2025, in addition to the Master Leases, three individual gaming facilities used in our operations are subject to triple net leases (together with the Master Leases, the “Triple Net Leases”). Under our Triple Net Leases, in addition to lease payments for the real estate assets, the Company is required to pay the following, among other things: (i) all facility maintenance; (ii) all insurance required in connection with the leased properties and the business conducted on the leased properties; (iii) taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor); (iv) all tenant capital improvements; and (v) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties.

The following summaries of the Master Leases are qualified in their entirety by reference to either the AR PENN Master Lease, the 2023 Master Lease, or the Pinnacle Master Lease, as applicable, all of which are incorporated by reference in the exhibits to this Annual Report on Form 10-K.

AR PENN Master Lease

Prior to the effective date of the AR PENN Master Lease (as defined and discussed below), the Company leased real estate assets associated with 19 of the gaming facilities used in its operations via a triple net master lease with GLPI (the “PENN Master Lease”), which became effective November 1, 2013. The PENN Master Lease had an initial term of 15 years with four subsequent five-year renewal periods on the same terms and conditions, exercisable at the Company’s option.

On February 21, 2023, the Company and GLPI entered into an agreement to amend and restate the triple net master lease dated November 1, 2013 (the “AR PENN Master Lease”), effective January 1, 2023, to (i) remove the land and buildings for Hollywood Casino Aurora (“Aurora”), Hollywood Casino Joliet (“Joliet”), Hollywood Casino Columbus (“Columbus”), Hollywood Casino Toledo (“Toledo”) and the M Resort Spa Casino (“M Resort”), and (ii) make associated adjustments to the rent after which the initial rent in the AR PENN Master Lease was reset to $284.1 million, consisting of $208.2 million of building base rent, $43.0 million of land base rent, and $32.9 million of percentage rent (as such terms are defined in the AR PENN Master Lease). The AR PENN Master Lease remains subject to annual rent escalators and a percentage rent reset every five years. Subsequent to the execution of the AR PENN Master Lease, the lease contains real estate assets associated with 14 of the Company’s gaming facilities used in its operations. The current term of the AR PENN Master Lease expires on October 31, 2033 and thereafter contains three renewal periods of five years each on the same terms and conditions, exercisable at the Company’s option. The AR PENN Master Lease along with the 2023 Master Lease (as defined and discussed below) are cross-defaulted, cross-collateralized, and coterminous, and subject to a parent guarantee. See Note 11, “Leases” in the notes to our Consolidated Financial Statements for further discussion.

2023 Master Lease

Concurrent with the execution of the AR PENN Master Lease, the Company and GLPI entered into a new triple net master lease (the “2023 Master Lease”), effective January 1, 2023, specific to the property associated with Aurora, Joliet, Columbus, Toledo, M Resort, Hollywood Casino at The Meadows (“Meadows”), and Hollywood Casino Perryville (“Perryville”) and a master development agreement (the “Master Development Agreement”). The 2023 Master Lease terminated the individual triple net leases associated with Meadows and Perryville. The 2023 Master Lease incurs a 1.5% fixed escalator on November 1 of each year, and is also subject to a one-time increase of $1.4 million effective November 1, 2027. See Note 11, “Leases” in the notes to our Consolidated Financial Statements for further discussion.

Pinnacle Master Lease

In connection with the acquisition of Pinnacle Entertainment, Inc. (“Pinnacle”), on October 15, 2018, the Company assumed a triple net master lease with GLPI (the “Pinnacle Master Lease”), originally effective April 28, 2016, pursuant to which the Company leases real estate assets associated with 12 of the gaming facilities used in its operations. Upon assumption of the Pinnacle Master Lease, as amended, there were 7.5 years remaining of the initial ten-year term, with five subsequent, five-year renewal periods, on the same terms and conditions, exercisable at the Company’s option. See Note 11, “Leases” in the notes to our Consolidated Financial Statements for further discussion.

Other triple net leases with REIT landlords

The Company has a triple net lease with GLPI for the land underlying the Hollywood Casino Morgantown property. Additionally, on December 4, 2025, the Company entered into a triple net master lease with VICI Properties, Inc. (NYSE: VICI) (“VICI”) which amended and restated the individual triple net leases for the real estate assets associated with the Margaritaville Resort Casino (“Margaritaville”) and Hollywood Casino at Greektown (“Greektown”) properties into a single combined lease. See Note 11, “Leases” in the notes to our Consolidated Financial Statements for further discussion.

Trademarks

We own a number of trademarks and service marks registered or pending registration with the U.S. Patent and Trademark Office (“USPTO”), the Canadian Intellectual Property Office (“CIPO”), and/or other intellectual property organizations in the European Union, the United Kingdom, and other countries around the world, including but not limited to, “Ameristar®,” “Argosy®,” “Boomtown®,” “Hollywood Casino®,” “Hollywood Gaming®,” “L’Auberge®,” “M Resort®,” “PENN Entertainment®,” and “PENN Play®.” theScore’s registered trademarks and service marks include “theScore®,” “theScore Bet®,” “theScore Casino TM” and “theScore esports®”, among others. We believe that our rights to our trademarks are well-established and have competitive value to our properties and businesses. We also have a number of trademark applications pending with the USPTO, CIPO, and the World Intellectual Property Organization.

Among others, we have a licensing agreement with a third-party to use the “Margaritaville” trademark in connection with the operations of Margaritaville in Bossier City, Louisiana.

Competition

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 (including sweepstakes-based OSB and online casino), charitable gaming, video gaming terminals at bars, restaurants, taverns and truck stops, illegal slot machines and skill games, fantasy sports, historical horse racing gaming terminals, prediction markets and other event contracts related to sports or other future outcomes, such as political elections, and third-party internet or mobile-based gaming platforms, including both legal and illegal iCasino and sports betting operations. More generally, both our retail and interactive gaming operations face competition from all manner of leisure and entertainment activities, including shopping, athletic events, television and movies, concerts, and travel. Competition is discussed in further detail within“Item 1A. Risk Factors” of this Annual Report on Form 10-K and a discussion of the impact of competition on our results of operations, and cash flows is included within“Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report on Form 10-K.

Seasonality

Our operations are subject to seasonality, including seasonality based on the weather in the region in which the properties operate and the travel habits of visitors. Business at our properties can also fluctuate due to specific holidays or other significant events, particularly when a holiday falls in a different quarter than the prior year, city-wide conventions, large sporting events or concerts, or visits by our premium players. We also believe that any seasonality, holiday, or other significant event may affect our various properties or regions differently. We may also experience seasonality with retail and OSB which coincides with certain sporting events, as well as seasons of professional sports teams. See“Item 1A. Risk Factors” of this Annual Report on Form 10-K for additional information.

Government Regulation and Gaming Issues

The gaming and racing industries are highly regulated, and we must maintain our licenses and pay gaming taxes to continue our operations. Our online gaming operations and each of our properties are subject to extensive regulation under the laws, rules, and regulations of the jurisdictions where we operate. These laws, rules, and regulations generally concern the responsibility, financial stability, and character of the owners, managers, and persons with financial interests in the gaming operations. Violations of laws or regulations in one jurisdiction could result in disciplinary action in other jurisdictions. For a more detailed description of the statutes and regulations to which we are subject, see Exhibit 99.1, “Description of Government Regulations” to this Annual Report on Form 10-K, which is incorporated herein by reference. Our businesses are subject to various international, federal, state, provincial, and local laws and regulations in addition to gaming regulations. These laws and regulations include, but are not limited to, restrictions and conditions concerning alcoholic beverages, environmental matters, employees, health care, currency transactions, taxation, zoning and building codes, data privacy, anti-money laundering, and marketing and advertising.

Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could be enacted. Material changes, new laws or regulations, or material differences in interpretations by courts or governmental authorities could adversely affect our financial condition, results of operations, and cash flows.

Employees and Human Capital Resources

The Company’s human capital strategy is focused on attracting, developing, engaging, and retaining high-quality talent to support our operating priorities. Our commitment to an equal opportunity and respectful workplace where team members feel valued, respected, and supported is an important factor in our success. Our programs are designed to strengthen succession pipelines for key roles and leadership positions; recognize and support team members through competitive pay and benefits; promote community engagement through our philanthropic efforts; and invest in technology and resources that help team members perform their jobs efficiently.

As of December 31, 2025, we had approximately 23,441 full-time and part-time employees. We had 35 collective bargaining agreements covering approximately 4,286 active union employees, of which 15 are scheduled to expire in 2026. Although we believe we have strong employee relations, there can be no assurance that we will be able to extend or enter into replacement agreements, or that any such agreements will be on terms comparable to existing agreements.

Through the efforts of our corporate, interactive, and retail property leadership teams, and our charitable foundation, we continued, launched and/or expanded several initiatives in 2025 intended to support our team members and their families and strengthen the communities in which we operate.

Key programs and initiatives include:

•Talent development and succession planning. We conduct regular talent review cycles for salaried team members to identify high-potential talent for promotions and stretch opportunities and to align team members with development plans.

•Leadership and skills development. We continued to provide leadership training and functional development through various programs designed for hourly and salaried team members who seek advancement into leadership roles. We also support leader readiness through self-paced learning platforms and an enterprise e-course for people leaders, with additional training planned for 2026.

•Mentoring and inclusion. We continue to scale our development opportunities through programs that provide development and networking opportunities to team members across the organization. These efforts are supported by enterprise learning resources such as PENN Ed and Learning Central.

•Engagement, recognition, and culture. We reinforce engagement and performance through enterprise recognition and communication platforms, which support cross-property connection and collaboration. We also provide internal communications to share timely updates and stories across the organization.

•Service excellence and brand alignment. We invest in training to support guest service and operating standards, including our partnership with service culture experts, to develop and implement a guest service model aligned with the Hollywood Casino rebrand.

•Onboarding and support for leaders. We launched a structured onboarding experience for new people leaders, including a centralized SharePoint resource and a toolkit intended to support consistent leadership practices.

•Innovation and continuous improvement. We encourage cross-functional innovation through PENN-Ovation, our internal innovation challenge, supported by executive coaches and senior executive sponsorship. In 2025 we expanded SmartDollar, a financial wellness program introduced by a 2024 PENN-Ovation team, designed to help team members increase savings and eliminate personal debt.

•Community and purpose. We support educational access through initiatives such as our PENN Scholarship Fund for the children of our team members. Additionally, we partner with universities/colleges to provide scholarships for STEM students and Veterans in the states where we operate.

•Talent pipelines and mobility. We build early-career pipelines through LEAP, our internship program. We also emphasize internal mobility, including filling the majority of open executive positions at the property level in 2025 with internal candidates or returning team members.

•Veteran pathways. We received approval from the Department of Defense to offer a SkillBridge program (PENN Fellowship) for transitioning service members to gain hands-on experience during their final 180 days of service. We welcomed our first Fellow in 2025, and additional Fellows are expected to begin in the first quarter of 2026.

Available Information

We maintain a website at www.pennentertainment.com that includes more information about us. The contents of our website are not part of this Annual Report on Form 10-K. Our electronic filings with the U.S. Securities and Exchange Commission (“SEC”) (including all Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, and any amendments to these reports), including the exhibits, are available free of charge through our website as soon as reasonably practicable after we electronically file them with, or furnish them to, the SEC. Our filings are also available through a database maintained by the SEC at www.sec.gov.

From time to time we may use our website as a means of disclosing material nonpublic information. We also may use social media channels to communicate with investors and the public about our business, products and other matters, and those communications could be deemed to include material information. Therefore, we encourage investors, the media and others interested in the Company to monitor and review the information we make available on our website.