Every 8-K that PENN Entertainment, Inc. (PENN) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow PENN and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full PENN filings page.
PENN Entertainment, Inc. reported stronger results for the three months ended June 30, 2026, with revenues of $1.8574 billion and net income of $32.6 million, compared with a net loss of $18.3 million a year earlier. Consolidated Adjusted EBITDA was $312.6 million, up from $236.1 million, and Adjusted EPS was $0.44 versus $0.10.
Retail operations delivered record quarterly segment revenues of $1.5 billion, Segment Adjusted EBITDAR of $517.2 million and margins of 34.4%, supported by broad-based demand and recently completed development projects in Columbus and Aurora. The Interactive segment produced revenues of $349.4 million and an Adjusted EBITDA loss of $9.5 million, which management described as meaningful year-over-year improvement.
Total liquidity as of June 30, 2026 was $1.9 billion, including $887.2 million of cash and cash equivalents, and traditional net debt was $1.9 billion. The company refinanced and extended key credit facilities and repaid $106.7 million of 2.75% Convertible Notes due 2026, eliminating approximately 4.6 million potentially dilutive shares.
PENN Entertainment, Inc. reported the results of its 2026 Annual Meeting of Shareholders held on June 16, 2026. Holders of 116,378,236 shares of common stock were present in person or by proxy.
Shareholders elected four directors: Marla Kaplowitz (89,774,779 votes for, 13,297,143 withheld), Jane Scaccetti (92,971,444 for, 10,100,478 withheld), Fabio Schiavolin (102,312,318 for, 759,604 withheld) and Jay Snowden (99,755,630 for, 3,316,292 withheld). Other directors’ terms continued without being up for election.
Shareholders also voted on additional proposals described in the definitive proxy statement, including one item receiving 115,909,227 votes for, 276,451 against and 192,558 abstentions, and others with for votes ranging from about 81.7 million to 90.1 million, plus broker non-votes of 13,306,314 on each such item.
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.
PENN Entertainment, Inc. reported higher first quarter 2026 revenue of $1,779.1 million, up from $1,672.5 million a year earlier, driven by both retail and interactive operations. Consolidated Adjusted EBITDA rose to $265.8 million from $173.3 million, reflecting stronger operating performance.
The company posted a small net loss of $2.8 million, compared with net income of $111.5 million in the prior-year quarter, largely due to a prior-period gain on a financing arrangement. Adjusted EPS improved to $0.11 from a loss of $0.25, and the Interactive segment significantly narrowed its Adjusted EBITDA loss to $10.8 million from $89.0 million.
Retail segment revenues were $1.4 billion with Segment Adjusted EBITDAR of $471.4 million and margins of 33.2%. Liquidity totaled $1.7 billion as of March 31, 2026, including $708.0 million in cash, while traditional net debt stood at $2.24 billion and the lease-adjusted net leverage ratio improved to 6.4x from 6.8x.
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.
PENN Entertainment, Inc. closed a private offering of $600 million aggregate principal amount of 6.750% senior notes due 2031, issued at par. The company plans to use the proceeds to repay borrowings under its revolving credit facility and for general corporate purposes.
The notes bear 6.750% interest, payable semi-annually starting October 1, 2026, and mature on April 1, 2031. PENN can redeem them before April 1, 2028 at a make-whole price, or use equity offering proceeds to redeem portions at 106.750% if at least 60% of the original principal remains outstanding. After April 1, 2028, they are callable at specified prices. If a Change of Control Triggering Event occurs, holders can require repurchase at 101% of principal plus accrued interest.
The notes are unsecured, unsubordinated obligations of PENN, effectively subordinated to secured debt and structurally subordinated to subsidiary liabilities. The indenture includes covenants restricting additional debt, certain payments, liens, affiliate transactions, mergers, asset sales and other actions, with some covenants falling away if the notes achieve investment-grade ratings.
PENN Entertainment reported higher revenue but continued losses for the quarter and year ended December 31, 2025. Fourth quarter revenue rose to $1,806.2 million from $1,669.0 million, while net loss narrowed to $73.4 million and Consolidated Adjusted EBITDA increased to $225.8 million from $165.2 million. Diluted loss per share improved to $(0.55), and Adjusted EPS turned positive at $0.07 versus $(0.44).
For the full year, revenue grew to $6,961.0 million, but net loss widened to $845.3 million, driven in part by $945.3 million of impairment losses. Consolidated Adjusted EBITDA rose to $830.1 million. The Interactive segment delivered record gaming revenue with fourth quarter revenue of $398.7 million and a reduced Adjusted EBITDA loss of $39.9 million. Liquidity totaled $1.1 billion, including $686.6 million in cash, and traditional net debt was $2.2 billion, with lease-adjusted net leverage at 6.8x and traditional net leverage at 4.5x. Management highlighted expected 2026 segment Adjusted EBITDAR growth of 20%, plans to achieve break-even Adjusted EBITDA in Interactive, more than $10.0 million in annualized corporate cost savings, and goals to reduce leverage while continuing targeted growth and capital projects.
PENN Entertainment has entered into a cooperation agreement with institutional investor HG Vora Capital Management that immediately reshapes its Board of Directors. The agreement calls for appointing three new independent directors: Heather Ace, Jeffrey Fox and Fabio Schiavolin.
The Board expanded from eight to eleven members, with the number of Class II directors increasing from two to four and Class III directors from three to four. Ace and Fox will serve as Class II directors with terms expiring at the 2028 annual meeting, while Schiavolin becomes a Class III director with a term expiring at the 2026 annual meeting.
HG Vora agreed to customary standstill, voting and non-disparagement provisions lasting into the 2027–2028 nomination window, while PENN committed to support Schiavolin’s election at the 2026 annual meeting. The new directors will receive the same compensation program as other non-employee directors.
PENN Entertainment, Inc. disclosed a new corporate organizational structure intended to align with its strategic priorities. The restructuring realigns the company’s Interactive segment to focus on PENN’s digital assets in Canada and its Hollywood iCasino product, aiming to better connect these offerings with its retail casino operations and broader omnichannel business model.
As part of this change, the role of Executive Vice President, Operations was eliminated on January 5, 2026, and Todd George departed the company. Under a Separation Agreement dated January 8, 2026, he is eligible for separation benefits tied to a termination without cause under his prior executive agreement and will serve as an advisor providing transition services through February 28, 2026. In return for these transition services, his 2023 performance units remain outstanding and may vest or be forfeited according to their existing terms.
PENN Entertainment, Inc. announced that it has filed with the U.S. District Court for the Eastern District of Pennsylvania the report of a special litigation committee formed in response to shareholder derivative claims brought by HG Vora Capital Management, LLC and others. The claims alleged that PENN’s Board of Directors breached its fiduciary duties when it decreased the number of Class II directors from three to two and reduced the overall Board size from nine to eight.
The special litigation committee, made up of two disinterested and independent individuals supported by outside counsel, concluded that the Board acted on an informed basis, in good faith and in the best interests of PENN in making these Board size changes. Based on its review of the shareholder claims, allegations, factual materials and legal authority, the committee determined it would not be in PENN’s best interests to pursue the HG Vora derivative claims or take other action.
PENN Entertainment announced an early end to its sportsbook partnership with ESPN, effective December 1, 2025. PENN will cease using ESPN trademarks, rebrand its sportsbook to theScore Bet (or another brand at its discretion), end ESPN integrations and exclusivities, and remove ESPN account linking. PENN will pay ESPN $38.1 million in Q4 2025 for fees through the termination date and an additional $5 million afterward for traditional media supporting theScore Bet and/or Hollywood iCasino. ESPN agreed not to license or operate a U.S. sportsbook named “ESPN BET” for 15 months after the termination date. Each party retains ownership of its end user data.
Concurrently, PENN and ESPN amended their Investment Agreement: as of November 5, 2025, vested warrants consist of Tranche A 3,177,610 shares at $26.08, Tranche B 3,200,930 at $29.99, and Tranche C 1,578,670 at $32.60; unvested portions were forfeited, and no Bonus Warrant will be issued. The Purchaser Board Observer will resign on December 1, 2025. The Board also approved a new $750 million share repurchase authorization running 2026–2028, which follows the current program expiring December 31, 2025.
PENN Entertainment (Nasdaq:PENN) filed a Form 8-K reporting the final voting results from its 2025 Annual Meeting held on June 17 2025, at which 117,166,555 shares were represented.
Director elections: Class II nominees Johnny Harnett and Carlos Ruisanchez were re-elected to the board through the 2028 meeting, receiving 108.4 million and 108.4 million votes FOR, respectively, with fewer than 0.7 million votes withheld for each and 8.1 million broker non-votes.
Auditor ratification: PricewaterhouseCoopers LLP was reaffirmed as independent auditor for fiscal 2025 by a wide margin—112.9 million FOR, 1.2 million AGAINST, 3.0 million abstentions.
Say-on-pay (advisory vote): Shareholders rejected the 2024 executive compensation package; only 38.4 million votes (≈37%) were in favor versus 65.1 million (≈63%) against, with 4.8 million abstentions and 8.9 million broker non-votes, signalling notable dissatisfaction with pay practices.
Equity plan amendment: The second amendment to the 2022 Long-Term Incentive Compensation Plan passed—77.3 million FOR (≈65%), 26.3 million AGAINST, 4.7 million abstentions.
Shareholder proposal: A proposal requesting a report on the impacts of adopting a company-wide non-smoking policy failed (21.5 million FOR, 81.7 million AGAINST, 5.0 million abstentions).
Under Item 7.01, the company furnished (not filed) a press release summarizing preliminary results; no financial statements or operational updates accompanied this disclosure.