PENN Entertainment extends $1B credit facilities to 2031

PENN Entertainment, Inc. amended its Second Amended and Restated Credit Agreement to refinance and extend its $1.0 billion revolving credit facility and $446.9 million term loan A facility, together called the 2026 Facilities.

Rhea-AI Filing Summary

PENN Entertainment, Inc. amended its Second Amended and Restated Credit Agreement to refinance and extend its $1.0 billion revolving credit facility and $446.9 million term loan A facility, together called the 2026 Facilities.

The 2026 Facilities now mature in April 2031, with an earlier springing maturity 91 days before certain existing debt if that debt is still outstanding and not refinanced, unless specified liquidity conditions are met. Interest margins remain the same, but a 0.10% credit spread adjustment on SOFR borrowings was removed.

The company’s existing term loan B facility was not refinanced and its maturity is unchanged. Proceeds from the 2026 Facilities refinanced the prior revolving credit and term loan A facilities and will also support future working capital and general corporate purposes.

Insights

Credit markets analyst

PENN extends key bank debt to 2031 with largely unchanged pricing.

PENN Entertainment refinanced its $1.0 billion revolver and $446.9 million term loan A, pushing maturity to April 2031. This reduces near-term refinancing pressure while keeping interest margins intact.

The amendment removes a 0.10% credit spread adjustment on SOFR borrowings, modestly lowering borrowing costs on these facilities. The term loan B remains outstanding on prior terms, so overall leverage and remaining maturities still depend on that and other existing debt.

Proceeds were used to replace the previous facilities and can also support working capital and general corporate purposes. Future disclosures in company filings may clarify how often the extended revolver is drawn and the evolution of the remaining debt stack.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Revolving credit facility size: $1.0 billion Term loan A facility size: $446.9 million New maturity date: April 2031 +2 more

5 metrics

Revolving credit facility size $1.0 billion Amended revolving credit facility under 2026 Facilities

Term loan A facility size $446.9 million Amended term loan A under 2026 Facilities

New maturity date April 2031 Stated maturity of 2026 Facilities, subject to springing maturity

Credit spread adjustment removed 0.10% SOFR credit spread adjustment eliminated on revolver and term loan A

Springing maturity timing 91 days Earlier maturity inside certain existing debt obligations

Key Terms

revolving credit facility, term loan A facility, springing maturity, SOFR borrowings, +1 more

5 terms

revolving credit facility financial

"refinance and extend the term of the Company’s $1.0 billion revolving credit facility"

A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.

term loan A facility financial

"and $446.9 million term loan A facility (together, as so amended, the “2026 Facilities”)."

A Term Loan A facility is a scheduled, bank-style loan that a company repays over time in regular installments, often as part of a larger syndicated loan package. Think of it like a mortgage within a bigger borrowing plan: it reduces steadily and usually has higher priority for lenders, so investors watch it because its size, repayment schedule and security affect a company’s cash flow, credit risk and ability to take on additional debt.

springing maturity financial

"subject to an earlier springing maturity 91 days inside certain of the Company’s existing debt obligations"

A contractual feature in a debt instrument or credit agreement that makes the loan's maturity date change only if a specified trigger event occurs. Commonly the clause causes the debt to accelerate to an earlier due date (or, less often, to extend to a later date) when conditions named in the contract happen — for example a covenant breach, insolvency, or non-payment — so the stated maturity is contingent on those events rather than unconditional. The exact effect and the triggers are determined by the instrument's legal language; it is not a standardized market term and must be read in the specific contract.

SOFR borrowings financial

"removed the 0.10% credit spread adjustment applicable to SOFR borrowings under the revolving credit facility and term loan A facility."

general corporate purposes financial

"and will be available for future working capital and other general corporate purposes."

"General corporate purposes" refer to the broad range of activities and expenses a company can use its funds for to support its overall operations and growth. This can include things like paying bills, investing in new projects, or strengthening its financial position. For investors, understanding this term helps clarify how a company plans to use its resources to sustain and expand its business over time.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What debt facilities did PENN (PENN) refinance in this amendment?

PENN Entertainment refinanced its existing $1.0 billion revolving credit facility and its $446.9 million term loan A facility. These amended facilities, called the 2026 Facilities, replace the prior versions while keeping interest margins largely unchanged but extending the maturity profile.

When do PENN’s amended 2026 credit facilities now mature?

The amended 2026 credit facilities for PENN Entertainment mature in April 2031. An earlier springing maturity applies 91 days before certain existing debt if that debt remains outstanding and unrefinanced, unless specified liquidity conditions are satisfied under the agreement.

How did the interest terms change in PENN’s amended credit agreement?

PENN’s interest rate margins on the revolving credit and term loan A facilities remain the same, but the amendment removed a 0.10% credit spread adjustment on SOFR borrowings. This slightly reduces the all-in borrowing cost for amounts drawn under those SOFR-based loans within the facilities.

Was PENN’s term loan B affected by this credit amendment?

PENN’s existing term loan B facility was not refinanced or amended in this transaction. The filing states that the term loan B remains outstanding on its prior terms, and its maturity date remains unchanged compared with the company’s amended revolving and term loan A facilities.

How will PENN use the proceeds of the 2026 Facilities?

Proceeds from the 2026 Facilities were used to refinance PENN’s prior revolving credit facility and term loan A facility. The filing also notes that the facilities will be available to support future working capital needs and other general corporate purposes as permitted by the credit agreement.

What is the springing maturity feature in PENN’s amended facilities?

The 2026 Facilities include a springing maturity that accelerates the due date to 91 days before certain existing debts if those obligations are still outstanding and not refinanced. This earlier date can be avoided if specified liquidity conditions described in the amended credit agreement are met.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/16/2026 - 04:05 PM EDT Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 16, 2026

PENN ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania		0-24206		23-2234473
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

825 Berkshire Blvd., Suite 200

Wyomissing, PA 19610

(Address of principal executive offices including Zip Code)

610-373-2400

Registrant’s telephone number, including area code

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol		Name of each exchange on which registered
Common Stock, $0.01 par value per share		PENN		The Nasdaq Stock Market LLC

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).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ 

Item 1.01. Entry into a Material Definitive Agreement.

On April 16, 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, refinance and extend the term of the Company’s $1.0 billion revolving credit facility and $446.9 million term loan A facility (together, as so amended, the “2026 Facilities”). The 2026 Facilities will mature in April 2031, subject to an earlier springing maturity 91 days inside certain of the Company’s existing debt obligations in the event that such debt remains outstanding and has not been refinanced, unless certain liquidity conditions are met. The interest rate margins applicable to the revolving credit facility and term loan A facility were unchanged by the Amendment, except that the Amendment removed the 0.10% credit spread adjustment applicable to SOFR borrowings under the revolving credit facility and term loan A facility.

The Company’s existing term loan B facility remains outstanding and was not refinanced as part of this transaction. The maturity of the Company’s term loan B facility remains unchanged.

Proceeds of the 2026 Facilities were used to refinance the Company’s existing revolving credit facility and term loan A facility and will be available for future working capital and other general corporate purposes.

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*		Third Amendment, dated as of April 16, 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: April 16, 2026	PENN ENTERTAINMENT, INC.
	By:	/s/ Christopher Rogers
	Name:	Christopher Rogers
	Title:	Executive Vice President, Chief Strategy and Legal Officer and Secretary

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 1.9 MB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB