Form 4: PENN Entertainment Executive Reports Equity Grants, Tax Withholding

Christopher Byron Rogers, EVP, Chief Strategy and Legal Officer of PENN Entertainment, reported the acquisition of restricted stock units and stock options, alongside a tax-related disposition of common stock.

Summary

• Christopher Byron Rogers, EVP, Chief Strategy and Legal Officer, and Secretary of PENN Entertainment, Inc., reported several transactions.
• On January 3, 2026, 4,605 shares of common stock were withheld by the issuer at a price of $14.85 per share to satisfy tax withholding obligations upon the vesting of restricted stock units. This was not an open market sale.
• Following this, Rogers beneficially owned 86,612 shares of common stock.
• On January 5, 2026, Rogers acquired 55,488 restricted stock units (RSUs) at a price of $0. These RSUs will vest in three equal annual installments starting on January 5, 2027.
• Also on January 5, 2026, Rogers acquired 105,533 stock options with an exercise price of $14.85 and an expiration date of January 5, 2036. These options also vest in three equal annual installments beginning on January 5, 2027.
• After these transactions, Rogers beneficially owns 142,100 shares of common stock and 105,533 stock options.

Sentiment

Score: 7

Explanation: The filing indicates routine executive compensation through equity grants, which is generally positive for aligning management incentives with shareholder interests. The tax withholding is a standard, non-discretionary event.

Positives

• Christopher Byron Rogers was granted 55,488 restricted stock units, aligning his interests with long-term shareholder value.
• Rogers was granted 105,533 stock options with an exercise price of $14.85, providing potential future upside if the stock price increases.

Negatives

• 4,605 shares of common stock were disposed of to cover tax withholding obligations, reducing the immediate beneficial ownership.

Future Outlook

The restricted stock units and stock options granted to Christopher Byron Rogers are scheduled to vest in three equal annual installments beginning on January 5, 2027, indicating a long-term incentive structure.

Industry Context

This filing represents a routine insider transaction related to executive compensation, common across publicly traded companies in various industries, including the entertainment and gaming sector where PENN Entertainment operates. It reflects standard practices for incentivizing executives through equity awards.

Comparison to Industry Standards

• The grant of restricted stock units and stock options is a standard component of executive compensation packages across industries, including gaming and entertainment.
• The vesting schedule of three equal annual installments beginning a year after the grant date is a common practice designed to promote long-term retention and align executive interests with shareholder value, similar to compensation structures seen at companies like MGM Resorts International or Caesars Entertainment.
• The tax withholding upon RSU vesting is a standard procedure for equity compensation, consistent with practices at comparable companies.

Stakeholder Impact

• Shareholders: The equity grants align executive incentives with shareholder value, potentially fostering long-term growth. The tax withholding is a minor, routine event.
• Employees: Reflects standard executive compensation practices, which can influence broader compensation strategies within the company.

Next Steps

• The restricted stock units and stock options will begin vesting in three equal annual installments starting on January 5, 2027.

Key Dates

Keywords

PENN Entertainment, Christopher Byron Rogers, Form 4, Insider Transaction, Restricted Stock Units, Stock Options, Equity Grant, Tax Withholding, Executive Compensation, PENN