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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
Registrants 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 |