PENN Entertainment, Inc.PENN

PENN Entertainment, Inc. Earnings Per Share Disclosure

10-KFiled Feb 26, 20263 min read
Note 16—Loss per Share
We recorded a net loss attributable to PENN for the years ended December 31, 2025, 2024, and 2023. 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, 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, are as follows:
For the year ended December 31,
(in millions)202520242023
Assumed conversion of dilutive stock options — 0.1 0.6 
Assumed conversion of dilutive restricted stock0.7 0.4 0.3 
Assumed conversion of convertible preferred shares— — 0.3 
Assumed conversion of convertible debt9.0 14.1 14.1 
As we recorded a net loss for the years ended December 31, 2025, 2024, and 2023, there are no reconciling items between the weighted-average common shares outstanding for basic and diluted EPS calculations.
Restricted stock with performance and market based vesting conditions that have not been met as of December 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 previously issued under the terms of the Investment Agreement. Pursuant to the Investment Agreement Amendment, the Initial Warrants were deemed vested through and including February 8, 2026, and the remaining unvested warrants were forfeited and cancelled for no consideration. See Note 12, “Commitments and Contingencies.”
Anti-dilutive options and warrants to purchase 33.2 million, 35.1 million, and 14.5 million shares were outstanding during each of the years ended December 31, 2025, 2024, and 2023, but were not included in the computation of diluted EPS because they were anti-dilutive.
Additionally, the assumed conversion of 0.3 million preferred shares were excluded from the computation of diluted EPS for the year ended December 31, 2023 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 loss per share for the Company’s common stock for the years ended December 31, 2025, 2024, and 2023:
For the year ended December 31,
(in millions, except per share data)202520242023
Calculation of basic loss per share:
Net loss applicable to common stock$(843.1)$(311.5)$(490.0)
Weighted-average shares outstanding - PENN Entertainment, Inc.144.2 151.6 151.5 
Weighted-average shares outstanding - Exchangeable Shares0.4 0.5 0.6 
Weighted-average common shares outstanding - basic144.6 152.1 152.1 
Basic loss per share$(5.83)$(2.05)$(3.22)
Calculation of diluted loss per share:
Net loss applicable to common stock$(843.1)$(311.5)$(490.0)
Weighted-average common shares outstanding - diluted144.6 152.1 152.1 
Diluted loss per share$(5.83)$(2.05)$(3.22)
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Historical Timeline

Fiscal YearFiled
2025Feb 26, 2026Showing above
2024Feb 27, 2025
2020Feb 26, 2021

About Earnings Per Share Disclosures

The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.

Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.

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