Earnings per Share

9 Months Ended

Sep. 30, 2024

For the three and nine months ended September 30, 2024 and 2023, we recorded a net loss attributable to PENN. As such, because the dilution from potential common shares was anti-dilutive, we used basic weighted-average common shares outstanding rather than diluted weighted-average common shares outstanding when calculating diluted loss per share. Stock options, restricted stock, convertible preferred shares, and convertible debt that could potentially dilute basic EPS in the future, that were not included in the computation of diluted loss per share, were as follows:


	For the three months ended September 30,		For the nine months ended September 30,
(in millions)	2024	2023	2024	2023
Assumed conversion of dilutive stock options	0.1	0.5	0.1	0.7
Assumed conversion of dilutive restricted stock	0.5	0.4	0.2	0.4
Assumed conversion of convertible preferred shares	—	0.2	—	0.3
Assumed conversion of convertible debt	14.1	14.1	14.1	14.1

As we recorded a net loss for the three and nine months ended September 30, 2024 and 2023, there are no reconciling items in the weighted-average common shares outstanding used in the calculation of basic and diluted EPS.

Restricted stock with performance and market based vesting conditions that have not been met as of September 30, 2024 were excluded from the computation of diluted EPS.

Anti-dilutive equity-based awards are excluded from the computation of diluted EPS, and primarily consists of stock options awarded under the Company’s previous and current long-term incentive compensation plans and warrants issued under the terms of the Investment Agreement described in Note 11 , “Commitments and Contingencies .”

Anti-dilutive options and warrants to purchase 35.3 million and 2.0 million shares were outstanding during the three months ended September 30, 2024 and 2023, respectively, and anti-dilutive options and warrants to purchase 35.1 million and 1.7 million shares were outstanding during the nine months ended September 30, 2024 and 2023, respectively. Additionally, the assumed conversion of 0.2 million and 0.3 million preferred shares were excluded from the computation of diluted EPS for both three and nine months ended September 30, 2023, respectively, because including them would have been anti-dilutive.

The Company’s calculation of weighted-average common shares outstanding includes the Exchangeable Shares discussed within Note 12, “Stockholders’ Equity and Stock-Based Compensation.” The following table presents the calculation of basic and diluted EPS for the Company’s common stock for the three and nine months ended September 30, 2024 and 2023:


	For the three months ended September 30,				For the nine months ended September 30,
(in millions, except per share data)	2024		2023		2024		2023
Calculation of basic loss per share:
Net loss applicable to common stock	$	(36.7)	$	(724.8)	$	(178.2)	$	(131.9)
Weighted-average shares outstanding — PENN Entertainment, Inc.	151.7		150.3		151.6		151.7
Weighted-average shares outstanding — Exchangeable Shares	0.5		0.6		0.5		0.6
Weighted-average common shares outstanding — basic	152.2		150.9		152.1		152.3
Basic loss per share	$	(0.24)	$	(4.80)	$	(1.17)	$	(0.87)

Calculation of diluted loss per share:



Diluted loss applicable to common stock	$	(36.7)	$	(724.8)	$	(178.2)	$	(131.9)
Weighted-average common shares outstanding — diluted	152.2		150.9		152.1		152.3
Diluted loss per share	$	(0.24)	$	(4.80)	$	(1.17)	$	(0.87)