FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Rogers Christopher Byron
  2. Issuer Name and Ticker or Trading Symbol
PENN Entertainment, Inc. [PENN] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP and Chief Strategy Officer
(Last)
(First)
(Middle)
825 BERKSHIRE BLVD., SUITE 200		 3. Date of Earliest Transaction (Month/Day/Year)
02/29/2024
(Street)

WYOMISSING, PA 19610		 4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/29/2024   A   178 (1) A $ 0 30,392 D  
Common Stock 02/29/2024   A   6,103 (2) A $ 0 36,495 D  
Common Stock 02/29/2024   A   10,410 (3) A $ 0 46,905 D  
Common Stock 02/29/2024   F   2,254 (4) D $ 18 44,651 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) 		6. Date Exercisable and Expiration Date
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Rogers Christopher Byron
825 BERKSHIRE BLVD.
SUITE 200
WYOMISSING, PA 19610		       EVP and Chief Strategy Officer  

Signatures

 /s/ Josh Sidsworth, Attorney-In-Fact for Chris Rogers   03/04/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Reflects an adjustment to the restricted stock credited to the Reporting Person underlying a performance shares award, granted in 2021 and initially reported at target, for actual achievement of the third year's performance goal.
(2) Restricted units credited to the Reporting Person from a performance unit award granted in 2022 due to the achievement of the second year's performance goal.
(3) Restricted units credited to the Reporting Person from a performance unit award granted in 2023 due to the achievement of the first year's performance goal.
(4) Reflects Common Stock withheld by the Issuer to satisfy tax withholding obligations upon the vesting of restricted stock under the 2021 Performance Plan. This is not an open market sale of securities.

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