PENN Entertainment reprices $962.5M term loan B

PENN Entertainment amended its existing credit agreement to reprice and extend its $962.5 million Term Loan B facility.

(Moderate)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

PENN Entertainment amended its existing credit agreement to reprice and extend its $962.5 million Term Loan B facility. The amended Term Loan B Facility now matures in May 2033, giving the company a longer runway to repay this portion of its debt.

The amendment also reduces interest rate margins on the Term Loan B Facility. Margins on term SOFR loans decrease from 2.50% to 2.00%, and margins on base rate loans fall from 1.50% to 1.00%. The maturities of the company’s term loan A facility and revolving facility remain unchanged.

Positive

Lower interest margins on major loan: The Term Loan B Facility’s margins were cut from 2.50% to 2.00% for term SOFR loans and from 1.50% to 1.00% for base rate loans on a $962.5 million balance, which can materially reduce interest expense.
Extended debt maturity profile: The $962.5 million Term Loan B Facility now matures in May 2033, lengthening PENN Entertainment’s debt repayment schedule and potentially improving near- to medium-term liquidity flexibility.

Negative

None.

Insights

PENN lowers loan costs and pushes out a major debt maturity.

PENN Entertainment amended its credit agreement to reprice and extend its $962.5 million Term Loan B Facility. The maturity is now in May 2033, which lengthens the time available to repay this significant debt balance.

Interest margins on the Term Loan B Facility are reduced by 0.50% on both term SOFR and base rate borrowings, which can lower ongoing interest expense on this loan. The term loan A and revolving facilities keep their existing maturities, so the main change is focused on the Term Loan B Facility.

Future disclosures in company filings may provide more detail on the impact of this repricing on total interest costs and any changes in lender participation, but the information here centers on the revised pricing and new May 2033 maturity.

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

Term Loan B Facility size: $962.5 million SOFR margin before amendment: 2.50% SOFR margin after amendment: 2.00% +3 more

6 metrics

Term Loan B Facility size $962.5 million Principal amount of Term Loan B Facility amended

SOFR margin before amendment 2.50% Interest rate margin on term SOFR loans before repricing

SOFR margin after amendment 2.00% Interest rate margin on term SOFR loans after repricing

Base rate margin before amendment 1.50% Interest rate margin on base rate loans before repricing

Base rate margin after amendment 1.00% Interest rate margin on base rate loans after repricing

New Term Loan B maturity May 2033 Maturity date of the amended Term Loan B Facility

Key Terms

Amended Credit Agreement, Term Loan B Facility, term SOFR loans, base rate loans, +1 more

5 terms

Amended Credit Agreement financial

"as further amended by the Amendment, the “Amended Credit Agreement”"

An amended credit agreement is a revised loan contract between a borrower and its lenders that changes the original rules—such as interest rate, repayment schedule, maturity date or financial covenants. Think of it as renegotiating the terms of a mortgage or car loan; the changes affect how much cash a company must pay, how flexible it is with spending, and how risky its debt looks to investors. Investors watch these amendments because they can signal improved breathing room or growing stress on a company’s finances.

Term Loan B Facility financial

"reprice and extend the term of the Company’s $962.5 million term loan B facility"

A Term Loan B facility is a large, multi‑year loan that a company borrows from banks or institutional investors and repays on a fixed schedule, often with smaller regular payments and a larger final payment. Think of it like a commercial mortgage for a business; it matters to investors because it changes the company’s interest costs, cash flow and financial risk — affecting its ability to pay dividends, invest in growth or meet debt obligations.

term SOFR loans financial

"from 2.50% to 2.00%, in the case of term SOFR loans"

base rate loans financial

"and from 1.50% to 1.00%, in the case of base rate loans"

revolving facility financial

"The maturity of both the Company’s term loan A facility and revolving facility remains unchanged."

A revolving facility is a bank loan that works like a company credit card: the borrower can draw funds, repay them, and draw again up to a set limit during the agreement period. It matters to investors because it provides short-term cash flexibility for operations, investments, or emergencies, and the cost or availability of that credit can affect a company’s liquidity, interest expenses, and financial stability.

FAQ

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

What did PENN (PENN) change in its credit agreement on May 28, 2026?

PENN amended its Second Amended and Restated Credit Agreement to reprice and extend its $962.5 million Term Loan B Facility. The changes primarily affect interest rate margins and the loan’s maturity, which is now scheduled for May 2033.

How large is PENN Entertainment’s Term Loan B Facility affected by this amendment?

The amendment covers PENN’s $962.5 million Term Loan B Facility. This facility is part of the company’s broader credit agreement and represents a significant portion of its term debt, making pricing and maturity changes important for overall financing costs.

How did the interest rate margins change on PENN’s Term Loan B Facility?

Interest rate margins on the Term Loan B Facility were reduced by 0.50 percentage points. Term SOFR loan margins decreased from 2.50% to 2.00%, and base rate loan margins fell from 1.50% to 1.00%, potentially lowering future interest expense on this debt.

When does PENN’s amended Term Loan B Facility now mature?

The amended Term Loan B Facility now matures in May 2033. This extension gives PENN a longer period to repay the $962.5 million term loan, which can ease shorter-term refinancing pressure compared with an earlier maturity date under the previous structure.

Did PENN change the maturities of its term loan A or revolving credit facilities?

No, the maturities of PENN’s term loan A facility and revolving facility remain unchanged. The amendment specifically targets the Term Loan B Facility, adjusting its pricing and maturity while keeping other components of the credit agreement on their prior schedules.

Who is the administrative agent for PENN’s amended credit agreement?

Bank of America, N.A. serves as administrative agent and collateral agent under PENN’s Amended Credit Agreement. It acts on behalf of the lenders party to the agreement, coordinating administration of the $962.5 million Term Loan B Facility and related obligations.

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

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Accepted by SEC EDGAR 05/28/2026 - 04:05 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): May 28, 2026

PENN Entertainment, Inc.

(Exact Name of Registrant as Specified in Charter)

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

825 Berkshire Blvd., Suite 200

Wyomissing, PA 19610

(Address of Principal Executive Offices, and 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 (1 7 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(s)		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 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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 EXHIBIT 10.1 1.7 MB

PENN Entertainment reprices $962.5M term loan B