What the changes say
- PENN terminated its partnership with ESPN and rebranded its sportsbook to theScore Bet, resulting in an Interactive segment impairment.
- Increased regulatory focus on climate disclosures and GHG emissions added compliance and reporting costs.
- Expansion of online sports betting to 22 jurisdictions offset by intense competition from prediction markets and new gaming forms.
What changed since the prior 10-K
New
- NewRisks Related to Our Business, Industry, and Market Conditions
The gaming, media, and entertainment industries are highly competitive, and we expect competition to continue to intensify, including as a result of growing competition from new forms of gaming such as prediction markets
Intensifying competition from new prediction markets and event contracts related to sports and political elections could negatively impact our business.
- NewRisks Related to Our Business, Industry, and Market Conditions
More generally, both our retail and interactive gaming operations face competition from all manner of leisure and entertainment activities, including shopping, athletic events, television and movies, concerts, and travel
Significant capital expenditures are required to maintain retail and interactive facilities against competitors achieving economies of scale.
- NewRisks Related to Our Operations
The termination of our partnership with ESPN could negatively impact our business, reputation, financial condition, and results of operations
Terminating the ESPN partnership and rebranding from ESPN BET to theScore Bet caused user retention risks and an Interactive segment impairment.
- NewRisks Related to Our Information Systems and Technology
We have begun using artificial intelligence, machine learning, data science and similar technologies in our business, and challenges with properly managing such technologies could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations
Using artificial intelligence and machine learning technologies creates risks of legal liability, intellectual property infringement, and reputational harm.
Dropped
- DroppedRisks Related to Our Business, Industry, and Market Conditions
Intense competition exists in the gaming, media, and entertainment industries, and we expect competition to continue to intensify
- DroppedRisks Related to our Operations
Investors’ and other stakeholders’ expectations of our performance relating to environmental, social, and governance factors may impose additional costs and expose us to new risks
Intense competition in gaming, media, and entertainment industries.
- DroppedRisks Related to our Operations
employees to work from home or in other remote work arrangements has impacted, and may continue to impact, our ability to attract and retain talented personnel
- DroppedRisks Related to our Operations
our competitive advantages. Alternatively, to avoid the public release of the affected portions of our source code, we could be required to expend substantial time and resources to re-engineer some or all of our software or remove such copyleft software
- DroppedRisks Related to our Operations
If any of our properties are damaged or there is a prolonged disruption at any of our properties due to natural disasters or other extreme weather events, our business, financial condition, and results of operations could be materially adversely affected
- DroppedRisks Related to our Operations
We are reliant on our partnership with ESPN, and our failure to maintain that relationship could negatively impact our business, reputation and strategic goals
Reworded
- 82% rewrittenRisks Related to Our Business, Industry, and Market Conditions
Shareholder activists have, and could in the future, cause a disruption to, or have an adverse effect on, our business
Added specific details about HG Vora Capital Management nominating three director candidates for the 2025 annual meeting.
Was: Shareholder activists could cause a disruption to our business
- 61% rewrittenRisks Related to Our Operations
Our technology contains third-party open source software components
Retained the risk regarding third-party open source software components without substantive textual changes.
- 57% rewrittenRisks Related to Our Operations
We operate facilities that are located in areas that experience extreme weather conditions, which may increase in frequency and severity as a result of climate change
Updated extreme weather risk language to include properties in specific states and mention climate change impacts.
Was: We lease facilities that are located in areas that experience extreme weather conditions, which may increase in frequency and severity as a result of climate change
- 55% rewrittenRisks Related to Our Operations
We are subject to risks and costs related to climate change regulations
Added risks and costs related to new climate-related disclosure rules and internal controls for GHG emissions.
Was: We are subject to risks and costs related to climate change regulations and greenhouse gas effects
- 54% rewrittenRisks Related to Our Operations
The success and competitive position of our retail operations, sports betting and iCasino operations, and media businesses are largely dependent upon, among other things, the efforts and skills of our senior executives and management team, and our ability to attract and retain talented team members
Removed the final sentence regarding the increased ability of remote work from the risk on senior management and talent.
- 52% rewrittenRisks Related to Our Operations
There can be no assurance that we will be able to compete effectively or generate sufficient returns from our OSB and iCasino operations, including theScore Bet and Hollywood iCasino
Updated ESPN BET app state count from 19 to offering OSB in 22 jurisdictions as of December 31, 2025.
Was: There can be no assurance that we will be able to compete effectively or generate sufficient returns on our recently expanded sports betting and iCasino operations, including the launch of ESPN BET
- 51% rewrittenRisks Related to Our Business, Industry, and Market Conditions
Participation in the sports betting industry exposes us to trading, liability management, and pricing risk
Expanded fixed-odds betting trading risks to include customer skill, experience, behavior, mix of games, and financial resources.
- 47% rewrittenRisks Related to Our Business, Industry, and Market Conditions
Our business is sensitive to reductions in discretionary consumer spending, which may be adversely impacted by downturns in the economy and other factors outside of our control
Added government shutdowns as a factor that may adversely impact discretionary consumer spending and economic downturns.
- 44% rewrittenRisks Related to Our Operations
We are subject to risks associated with leased property, as most of our facilities are leased
- 42% rewrittenRisks Related to Our Operations
Our growth and success depend, in part, on the success of our strategic relationships with third parties
- 39% rewrittenRisks Related to Our Operations
A significant portion of our cash flow from operations is used to make interest payments and rent payments under our debt and lease agreements
- 36% rewrittenRisks Related to Our Operations
The growth of our Interactive segment will depend on our ability to attract and retain users, which may require investments in our online offerings, technology, and strategic marketing initiatives
- 36% rewrittenRisks Related to Our Operations
We face a number of challenges prior to opening new or upgraded gaming properties, launching iCasino and sports betting in new jurisdictions, or launching new iCasino or sports betting offerings
Was: We face a number of challenges prior to opening new or upgraded gaming properties, launching iCasinos and sports betting in new jurisdictions, or launching new iCasino or sports betting offerings
- 29% rewrittenRisks Related to Our Operations
We generate a significant percentage of our revenues from certain geographic regions and our ability to meet our operating and debt service requirements is dependent, in part, upon the continued success of these regions
Was: We generate a material percentage of our revenues from certain geographic regions and our ability to meet our operating and debt service requirements is dependent, in part, upon the continued success of these regions
- 27% rewrittenRisks Related to Our Business, Industry, and Market Conditions
Our results of operations fluctuate due to seasonality and other factors, which could make our future operating results difficult to predict
Was: Our results of operations may fluctuate due to seasonality and other factors, which could make our future operating results difficult to predict
- 25% rewrittenRisks Related to Our Operations
We may require additional capital to support our growth plans, and such capital may not be available on terms acceptable to us, if at all
- 24% rewrittenRisks Related to Our Operations
Our commercial success depends upon us avoiding the infringement of intellectual property rights owned by others
- 23% rewrittenRisks Related to Our Operations
We may face disruption and other difficulties in integrating and managing acquired operations or other initiatives we have recently acquired, may develop, or may acquire in the future
- 22% rewrittenRisks Related to Our Operations
We face the risk of fraud, theft, and cheating
- 20% rewrittenRisks Related to Our Operations
We may experience material increases to our taxes or the adoption of new taxes or the authorization of new or increased forms of gaming
All 40 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business, Industry, and Market Conditions
- 01The gaming, media, and entertainment industries are highly competitive, and we expect competition to continue to intensify, including as a result of growing competition from new forms of gaming such as prediction marketsNew
- 02More generally, both our retail and interactive gaming operations face competition from all manner of leisure and entertainment activities, including shopping, athletic events, television and movies, concerts, and travelNew
- 03Our business is sensitive to reductions in discretionary consumer spending, which may be adversely impacted by downturns in the economy and other factors outside of our control47% rewritten
- 04Our results of operations fluctuate due to seasonality and other factors, which could make our future operating results difficult to predict27% rewritten
- 05Participation in the sports betting industry exposes us to trading, liability management, and pricing risk51% rewritten
- 06Shareholder activists have, and could in the future, cause a disruption to, or have an adverse effect on, our business82% rewritten
Risks Related to Our Operations
- 07We generate a significant percentage of our revenues from certain geographic regions and our ability to meet our operating and debt service requirements is dependent, in part, upon the continued success of these regions29% rewritten
- 08A significant portion of our cash flow from operations is used to make interest payments and rent payments under our debt and lease agreements39% rewritten
- 09We may require additional capital to support our growth plans, and such capital may not be available on terms acceptable to us, if at all25% rewritten
- 10There can be no assurance that we will be able to compete effectively or generate sufficient returns from our OSB and iCasino operations, including theScore Bet and Hollywood iCasino52% rewritten
- 11The success, including win or hold rates, of existing or future retail, sports betting, and iCasino products depends on a variety of factors, including factors beyond our control
- 12We face the risk of fraud, theft, and cheating22% rewritten
- 13We are subject to risks associated with leased property, as most of our facilities are leased44% rewritten
- 14Our operations in several jurisdictions depend on development agreements, management agreements and/or leases with third parties and local governments that may not be renewed or the terms of a renewal may require significant fees or capital expenditure commitments
- 15We rely on third parties to provide services that are essential to the operation of our OSB and iCasino business, including geolocation, identity and age verification, payment processing, and sports data
- 16The termination of our partnership with ESPN could negatively impact our business, reputation, financial condition, and results of operationsNew
- 17The success and competitive position of our retail operations, sports betting and iCasino operations, and media businesses are largely dependent upon, among other things, the efforts and skills of our senior executives and management team, and our ability to attract and retain talented team members54% rewritten
- 18We face risks related to collective bargaining activity and strikes
- 19Our commercial success depends upon our ability to develop new or improved technologies and products, and to successfully obtain or acquire proprietary or statutory protection for our intellectual property rights
- 20Our commercial success depends upon us avoiding the infringement of intellectual property rights owned by others24% rewritten
- 21Our technology contains third-party open source software components61% rewritten
- 22We may face disruption and other difficulties in integrating and managing acquired operations or other initiatives we have recently acquired, may develop, or may acquire in the future23% rewritten
- 23We operate facilities that are located in areas that experience extreme weather conditions, which may increase in frequency and severity as a result of climate change57% rewritten
- 24Our growth and success depend, in part, on the success of our strategic relationships with third parties42% rewritten
- 25The growth of our Interactive segment will depend on our ability to attract and retain users, which may require investments in our online offerings, technology, and strategic marketing initiatives36% rewritten
- 26We extend credit to a portion of our customers who wager at our retail properties, and we may not be able to collect gaming receivables from our credit customers
- 27We face a number of challenges prior to opening new or upgraded gaming properties, launching iCasino and sports betting in new jurisdictions, or launching new iCasino or sports betting offerings36% rewritten
- 28We face extensive regulation from gaming regulatory authorities
- 29We are subject to certain federal, state, provincial and other regulations
- 30From time to time we may become involved in legal proceedings, and no assurance can be provided as to the outcome of these matters
- 31State and local smoking restrictions have and may continue to negatively affect our business
- 32Changes to consumer privacy laws could adversely affect our ability to market our products effectively and may require us to change our business practices or expend significant amounts on compliance with such laws
- 33We may experience material increases to our taxes or the adoption of new taxes or the authorization of new or increased forms of gaming20% rewritten
- 34We are subject to environmental laws and potential exposure to environmental liabilities
- 35We are subject to risks and costs related to climate change regulations55% rewritten
Risks Related to Our Information Systems and Technology
- 36If our third-party mobile application distribution platforms or service providers do not perform adequately or terminate their relationships with us, our business may be disrupted or our costs may increase
- 37If internet and other technology-based service providers experience service interruptions, our ability to conduct our business may be impaired
- 38We rely on third party cloud infrastructure services to deliver our offerings to users, and we have experienced, and expect in the future to experience, service interruptions, delays, and outages
- 39Our information technology and other systems are subject to cybersecurity risk, including misappropriation of employee information, customer information, or other breaches of information security
- 40We have begun using artificial intelligence, machine learning, data science and similar technologies in our business, and challenges with properly managing such technologies could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operationsNew
Other PENN Entertainment 10-Ks
- FY2024 10-K risk factors42 risks
PENN Entertainment relies heavily on regional retail properties in Ohio, Louisiana, and Missouri for revenue generation.
Filed Feb 27, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.