Earnings (Loss) per Share

6 Months Ended

Jun. 30, 2025

We recorded a net loss attributable to PENN for both of the three months ended June 30, 2025 and 2024, and for the six months ended June 30, 2024. As such, the dilution from potential common shares was anti-dilutive, and therefore, 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 were not included in the computation of diluted loss per share, are as follows:


	For the three months ended June 30,		For the six months ended June 30,
(in millions)	2025	2024	2024
Assumed conversion of dilutive stock options	—	—	0.1
Assumed conversion of dilutive restricted stock	0.5	0.2	0.2

Assumed conversion of convertible debt	13.0	14.1	14.1

For the six months ended June 30, 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. 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 six months ended June 30, 2025. There are no reconciling items between the weighted-average common shares outstanding for basic and diluted EPS calculations for the periods in which we recorded a net loss.


															For the six months ended June 30,
(in millions)															2025
Weighted-average common shares outstanding															150.6
Assumed conversion of:
Dilutive stock options															—
Dilutive restricted stock															0.5
Convertible debt (1)															13.6
Weighted-average common shares outstanding - Diluted															164.7

(1)See Note 5, “Long-Term Debt” for details regarding the repurchases of the Convertible Notes.

Restricted stock with performance and market based vesting conditions that have not been met as of June 30, 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 37.0 million shares were outstanding for both the three and six months ended June 30, 2025, and 36.0 million for both the three and six months ended June 30, 2024.

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 and six months ended June 30, 2025 and 2024:


	For the three months ended June 30,				For the six months ended June 30,
(in millions, except per share data)	2025		2024		2025		2024
Calculation of basic earnings (loss) per share:
Net income (loss) applicable to common stock	$	(17.4)	$	(26.8)	$	94.4	$	(141.5)
Weighted-average shares outstanding — PENN Entertainment, Inc.	148.6		151.6		150.2		151.5
Weighted-average shares outstanding — Exchangeable Shares	0.4		0.5		0.4		0.5
Weighted-average common shares outstanding — basic	149.0		152.1		150.6		152.0
Basic earnings (loss) per share	$	(0.12)	$	(0.18)	$	0.63	$	(0.93)

Calculation of diluted earnings (loss) per share:
Net income (loss) applicable to common stock	$	(17.4)	$	(26.8)	$	94.4	$	(141.5)
Interest expense, net of tax (1):
Convertible Notes	—		—		3.1		—
Diluted income (loss) applicable to common stock	$	(17.4)	$	(26.8)	$	97.5	$	(141.5)
Weighted-average common shares outstanding — diluted	149.0		152.1		164.7		152.0
Diluted earnings (loss) per share	$	(0.12)	$	(0.18)	$	0.59	$	(0.93)

(1)The tax-affected rate was 21% for the six months ended June 30, 2025.