Earnings (Loss) per Share

3 Months Ended

Mar. 31, 2025

Earnings Per Share [Abstract]

Earnings (Loss) per Share

oss) per Share

For the three months ended March 31, 2025, 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, and convertible debt that could potentially dilute basic EPS in the future are included in the computation of diluted income per share.

For the three months ended March 31, 2024, 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, 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 three months ended March 31,
(in millions)	2024
Assumed conversion of dilutive stock options	0.2
Assumed conversion of dilutive restricted stock	0.2
Assumed conversion of convertible debt	14.1

The following table reconciles the weighted-average common shares outstanding used in the calculation of basic EPS to the weighted-average common shares outstanding used in the calculation of diluted EPS for the three months ended March 31, 2025 and 2024:

	For the three months ended March 31,
(in millions)	2025	2024
Weighted-average common shares outstanding	152.3	151.9
Assumed conversion of:
Dilutive stock options	0.1	—
Dilutive restricted stock	0.5	—
Convertible debt	14.1	—
Weighted-average common shares outstanding - Diluted	167.0	151.9

Restricted stock with performance and market based vesting conditions that have not been met as of March 31, 2025 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 8, “Commitments and Contingencies.”

Anti-dilutive options and warrants to purchase 35.6 million and 34.6 million shares were outstanding during the three months ended March 31, 2025 and 2024, respectively.

The Company’s calculation of weighted-average common shares outstanding includes the Exchangeable Shares issued in connection with theScore acquisition, as discussed in Note 9, “Stockholders’ Equity and Stock-Based Compensation.” The following table presents the calculation of basic and diluted earnings (loss) per share for the Company’s common stock for the three months ended March 31, 2025 and 2024:

	For the three months ended March 31,
(in millions, except per share data)	2025		2024
Calculation of basic earnings (loss) per share:
Net income (loss) applicable to common stock	$	111.8	$	(114.7)
Weighted-average shares outstanding — PENN Entertainment, Inc.	151.9		151.4
Weighted-average shares outstanding — Exchangeable Shares	0.4		0.5
Weighted-average common shares outstanding — basic	152.3		151.9
Basic earnings (loss) per share	$	0.73	$	(0.76)
Calculation of diluted earnings (loss) per share:
Net income (loss) applicable to common stock	$	111.8	$	(114.7)
Interest expense, net of tax (1):
Convertible Notes	1.8		—
Diluted income (loss) applicable to common stock	$	113.6	$	(114.7)
Weighted-average common shares outstanding — diluted	167.0		151.9
Diluted earnings (loss) per share	$	0.68	$	(0.76)

(1)The tax-affected rate was 21% for the three months ended March 31, 2025.