UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION
13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On May 28, 2026, PENN Entertainment, Inc. (the “Company”) entered into an amendment (the “Amendment”) to its Second Amended and Restated Credit Agreement, dated as of May 3, 2022 (as amended prior to the effectiveness of the Amendment, the “Existing Credit Agreement” and as further amended by the Amendment, the “Amended Credit Agreement”), by and among the Company, the guarantors party thereto, the lenders party thereto and Bank of America, N.A, as administrative agent and collateral agent.
The Amendment amended the Existing Credit Agreement to, among other things, reprice and extend the term of the Company’s $962.5 million term loan B facility (as so amended, the “Term Loan B Facility”). The Term Loan B Facility will mature in May 2033. The Amendment reduces the interest rate margins applicable to the Term Loan B Facility from 2.50% to 2.00%, in the case of term SOFR loans, and from 1.50% to 1.00%, in the case of base rate loans.
The maturity of both the Company’s term loan A facility and revolving facility remains unchanged.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report, and is incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 of this Current Report is incorporated into this Item 2.03 by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit No. | Description | |
| 10.1* | Fourth Amendment, dated as of May 28, 2026, by and among PENN Entertainment, Inc., the guarantors party thereto, the lenders party thereto and Bank of America. N.A., as administrative agent and collateral agent. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
| * | Certain annexes, schedules, and exhibits to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the U.S. Securities and Exchange Commission upon request. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: May 28, 2026 | PENN ENTERTAINMENT, INC. | |
| By: | /s/ Christopher Rogers | |
| Name: | Christopher Rogers | |
| Title: | Executive Vice President, Chief Strategy and Legal Officer and Secretary | |