Earnings (Loss) per Share

12 Months Ended

Dec. 31, 2024

Note 16—Earnings (Loss) per Share

For the years ended December 31, 2024 and 2023, we recorded a net loss attributable to PENN. As such, because the dilution from potential common shares was antidilutive, 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 are not included in the computation of diluted loss per share are as follows:


	For the year ended December 31,
(in millions)	2024	2023
Assumed conversion of dilutive stock options	0.1	0.6
Assumed conversion of dilutive restricted stock	0.4	0.3
Assumed conversion of convertible preferred shares	—	0.3
Assumed conversion of convertible debt	14.1	14.1

For the year ended December 31, 2022, we recorded net income attributable to PENN. As such, we used diluted weighted-average common shares outstanding when calculating diluted income per share. Stock options, restricted stock, convertible preferred shares, and convertible debt that could potentially dilute basic EPS in the future were included in the computation of diluted income per share.

The following table sets forth the allocation of net income for the year ended December 31, 2022 under the two-class method. For both years ended December 31, 2024 and 2023, we did not utilize the two-class method due to incurring a net loss.


	For the year ended December 31,
(in millions)	2022
Net income attributable to PENN Entertainment, Inc.	$	222.1
Net income applicable to preferred stock	0.9
Net income applicable to common stock	$	221.2

The table below reconciles the weighted-average common shares outstanding used to calculate basic EPS with those used to calculate diluted EPS for the year ended December 31, 2022. As we recorded a net loss for both years ended December 31, 2024 and 2023, there are no reconciling items between the weighted-average common shares outstanding for basic and diluted EPS calculations.


						For the year ended December 31,
(in millions)						2022
Weighted-average common shares outstanding—basic						161.2
Assumed conversion of:
Dilutive stock options						1.2
Dilutive restricted stock						0.1
Convertible debt						14.1
Weighted-average common shares outstanding—diluted						176.6

Restricted stock with performance and market based vesting conditions that have not been met as of December 31, 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 on August 8, 2023 as described in Note 12, “Commitments and Contingencies.”

Options and/or warrants to purchase 35.1 million, 14.5 million, and 0.8 million shares were outstanding during each of the years ended December 31, 2024, 2023, and 2022, respectively, but were not included in the computation of diluted EPS because they were anti-dilutive.

Additionally, the assumed conversion of 0.3 million and 0.6 million preferred shares were excluded from the computation of diluted EPS for the years ended December 31, 2023 and 2022, respectively, because including them would have been anti-dilutive.

The Company’s calculation of weighted-average common shares outstanding includes the Exchangeable Shares issued in connection with theScore acquisition, as discussed in Note 14, “Stockholders’ Equity.” The following table presents the calculation of basic and diluted earnings (loss) per share for the Company’s common stock for the years ended December 31, 2024, 2023, and 2022:


	For the year ended December 31,
(in millions, except per share data)	2024		2023		2022
Calculation of basic earnings (loss) per share:
Net income (loss) applicable to common stock	$	(311.5)	$	(490.0)	$	221.2
Weighted-average shares outstanding - PENN Entertainment, Inc.	151.6		151.5		160.6
Weighted-average shares outstanding - Exchangeable Shares	0.5		0.6		0.6
Weighted-average common shares outstanding - basic	152.1		152.1		161.2
Basic earnings (loss) per share	$	(2.05)	$	(3.22)	$	1.37

Calculation of diluted earnings (loss) per share:
Net income (loss) applicable to common stock	$	(311.5)	$	(490.0)	$	221.2
Interest expense, net of tax (1):
Convertible Notes	—		—		7.2
Diluted income applicable to common stock	$	(311.5)	$	(490.0)	$	228.4
Weighted-average common shares outstanding - diluted	152.1		152.1		176.6
Diluted earnings (loss) per share	$	(2.05)	$	(3.22)	$	1.29

(1)The tax-affected rate was 21% for the year ended December 31, 2022.