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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 |
