<\/p>\n
\u00a0<\/p>\n
<\/p>\n
\u00a0<\/p>\n
UNITED STATES<\/b><\/p>\n
SECURITIES AND EXCHANGE COMMISSION<\/b><\/p>\n
Washington, DC 20549<\/b>\u00a0<\/p>\n
\u00a0<\/span><\/p>\n <\/p>\n \u00a0<\/p>\n FORM\u00a0 \u00a0<\/p>\n <\/p>\n \u00a0<\/p>\n CURRENT REPORT<\/b><\/p>\n PURSUANT TO SECTION 13 OR 15(D) OF<\/b><\/p>\n THE SECURITIES EXCHANGE ACT OF 1934<\/b><\/p>\n \u00a0<\/p>\n Date of report (Date \u00a0<\/p>\n <\/p>\n \u00a0<\/p>\n (Exact Name of Registrant as Specified in Charter)<\/p>\n \u00a0<\/p>\n <\/p>\n \u00a0<\/p>\n \u00a0<\/p>\n (Address of Principal \u00a0<\/p>\n (Registrant\u2019s Telephone Number, Including Area Code)<\/p>\n \u00a0<\/p>\n <\/p>\n \u00a0<\/p>\n (Former name, former address and former fiscal \u00a0<\/p>\n Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under \u00a0<\/p>\n \u00a0<\/p>\n \u00a0<\/p>\n \u00a0<\/p>\n \u00a0<\/p>\n Securities registered pursuant to Section 12(b) of the Act:<\/p>\n \u00a0<\/p>\n \u00a0<\/p>\n Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2 of this chapter).<\/p>\n \u00a0<\/p>\n Emerging growth company \u00a0<\/p>\n If an emerging growth company, \u00a0<\/p>\n <\/p>\n <\/p>\n <\/p>\n \u00a0<\/p>\n Item 1.01. Entry into a Material Definitive Agreement. <\/b><\/p>\n \u00a0<\/p>\n On February 22, 2026, PENN Entertainment, Inc. \u00a0<\/p>\n The Cooperation Agreement provides, among other \u00a0<\/p>\n Pursuant to the Cooperation Agreement, HG Vora \u00a0<\/p>\n The foregoing description of the Cooperation Agreement \u00a0<\/p>\n Item 5.02. Departure of Directors or Certain Officers; Election \u00a0<\/p>\n The information set forth in Item 1.01 is incorporated \u00a0<\/p>\n On February 22, 2026, the Board appointed Ms. \u00a0<\/p>\n Except for the Cooperation Agreement, there were \u00a0<\/p>\n Ms. Ace, Mr. Fox and Mr. Schiavolin will participate \u00a0<\/p>\n <\/p>\n <\/p>\n \u00a0<\/p>\n Item 7.01. Regulation FD Disclosure. <\/b><\/p>\n \u00a0<\/p>\n On February 23, 2026, the Company issued a press \u00a0<\/p>\n The information contained in this Item 7.01, including \u00a0<\/p>\n Item 9.01. Financial Statements and Exhibits.<\/b><\/p>\n \u00a0<\/p>\n (d)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Exhibits.<\/i><\/p>\n \u00a0<\/p>\n \u00a0<\/p>\n * Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit \u00a0<\/p>\n <\/p>\n <\/p>\n \u00a0<\/p>\n SIGNATURES<\/b><\/p>\n \u00a0<\/p>\n Pursuant to the requirements of the Securities \u00a0<\/p>\n \u00a0<\/p>\n <\/p>\n <\/p>\n \u00a0<\/p>\n <\/p>\n \u00a0<\/p>\n Exhibit 99.1<\/b><\/p>\n \u00a0<\/p>\n PENN Entertainment Appoints Three New Independent \u00a0<\/b><\/p>\n Adds Heather Ace, Jeffrey Fox and Fabio Schiavolin, \u00a0<\/i><\/p>\n Enters into Cooperation Agreement with HG Vora<\/i><\/p>\n \u00a0<\/b><\/p>\n WYOMISSING, Pa., February 23, 2026 \u2014 PENN Entertainment, Inc. (Nasdaq: \u00a0<\/p>\n David Handler, Chair of PENN\u2019s Board, said, \u201cOn behalf \u00a0<\/p>\n The cooperation agreement between PENN and HG Vora, which will be filed \u00a0<\/p>\n About Heather Ace<\/b><\/p>\n \u00a0<\/p>\n Heather Ace serves as Executive Vice President and Chief Human Resources \u00a0<\/p>\n About Jeffrey Fox<\/b><\/p>\n \u00a0<\/p>\n Jeffrey Fox is the CEO and Founder of Circumference Group, overseeing \u00a0<\/p>\n About Fabio Schiavolin<\/b><\/p>\n \u00a0<\/p>\n Fabio Schiavolin is the former CEO of Snaitech S.p.A., the largest \u00a0<\/p>\n <\/p>\n <\/p>\n \u00a0<\/p>\n About PENN Entertainment, Inc. <\/b><\/p>\n \u00a0<\/b><\/p>\n PENN Entertainment, Inc., together with its subsidiaries, operates \u00a0<\/p>\n Forward-Looking Statements<\/b><\/p>\n \u00a0<\/p>\n This press release contains \u201cforward-looking statements\u201d \u00a0<\/p>\n Contact:<\/b><\/p>\n Eric Schippers \u00a0<\/p>\n <\/p>\n <\/p>\n \u00a0<\/p>\n<\/div>\n <\/p><\/div>\n \u2018 The preceding article may include information circulated by third parties \u2019 <\/em><\/p>\n \u2018 Some details of this article were extracted from the following source www.stocktitan.net \u2019 <\/em><\/p>\n","protected":false},"excerpt":{"rendered":" false 0000921738 0000921738 2026-02-22 2026-02-22 iso4217:USD xbrli:shares iso4217:USD xbrli:shares \u00a0 \u00a0 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549\u00a0 \u00a0 \u00a0 FORM\u00a08-K \u00a0 \u00a0 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 \u00a0 Date of report (Date of earliest event reported): February 22, 2026 \u00a0 \u00a0 PENN […]<\/p>\n","protected":false},"author":2,"featured_media":2183083,"comment_status":"open","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"om_disable_all_campaigns":false,"_jetpack_memberships_contains_paid_content":false,"jnews-multi-image_gallery":[],"jnews_single_post":[],"jnews_primary_category":[],"jnews_social_meta":[],"footnotes":""},"categories":[25172],"tags":[433604,444739,444741,420672,444738,444740,420774,176147],"class_list":["post-2295263","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-entertainment","tag-board-of-directors","tag-cooperation-agreement","tag-corporate-governance","tag-gaming-industry","tag-hg-vora","tag-independent-directors","tag-penn","tag-penn-entertainment"],"jetpack_featured_media_url":"https:\/\/celebrity.land\/en\/wp-content\/uploads\/2025\/12\/PENN-Entertainment-opens-new-M-Resort-tower-rooms-to-765.png","jetpack_sharing_enabled":true,"_links":{"self":[{"href":"https:\/\/celebrity.land\/en\/wp-json\/wp\/v2\/posts\/2295263","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/celebrity.land\/en\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/celebrity.land\/en\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/celebrity.land\/en\/wp-json\/wp\/v2\/users\/2"}],"replies":[{"embeddable":true,"href":"https:\/\/celebrity.land\/en\/wp-json\/wp\/v2\/comments?post=2295263"}],"version-history":[{"count":1,"href":"https:\/\/celebrity.land\/en\/wp-json\/wp\/v2\/posts\/2295263\/revisions"}],"predecessor-version":[{"id":2295264,"href":"https:\/\/celebrity.land\/en\/wp-json\/wp\/v2\/posts\/2295263\/revisions\/2295264"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/celebrity.land\/en\/wp-json\/wp\/v2\/media\/2183083"}],"wp:attachment":[{"href":"https:\/\/celebrity.land\/en\/wp-json\/wp\/v2\/media?parent=2295263"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/celebrity.land\/en\/wp-json\/wp\/v2\/categories?post=2295263"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/celebrity.land\/en\/wp-json\/wp\/v2\/tags?post=2295263"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}
\nof earliest event reported): \n
\n \u00a0<\/td>\n \u00a0<\/td>\n \n (State or Other Jurisdiction of
Incorporation) \u00a0<\/td>\n\u00a0<\/td>\n (Commission File Number)\u00a0<\/td>\n \u00a0<\/td>\n (I.R.S. Employer Identification No.)<\/td>\n<\/tr>\n<\/table>\n
\nExecutive Offices, and Zip Code)<\/p>\n
\nyear, if changed since last report)<\/p>\n
\nany of the following provisions:<\/p>\n\n
\n Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<\/span><\/td>\n<\/tr>\n<\/table>\n \n
\n Soliciting material pursuant to Rule\u00a014a-12\u00a0under the Exchange Act (17 CFR\u00a0240.14a-12)<\/span><\/td>\n<\/tr>\n<\/table>\n \n
\n Pre-commencement\u00a0communication pursuant to Rule\u00a014d-2(b)\u00a0under the Exchange Act (17 CFR\u00a0240.14d-2(b))<\/span><\/td>\n<\/tr>\n<\/table>\n \n
\n Pre-commencement\u00a0communication pursuant to Rule\u00a013e-4(c)\u00a0under the Exchange Act (17 CFR\u00a0240.13e-4(c))<\/span><\/td>\n<\/tr>\n<\/table>\n \n
\n Title
\n of each class<\/b><\/span><\/td>\nTrading
\n Symbol(s)<\/b><\/td>\nName
\n of each exchange on which registered \u00a0<\/b><\/td>\n<\/tr>\n\n The
\nindicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
\nfinancial accounting standards provided pursuant to Section\u00a013(a) of the Exchange Act. \u00a8<\/span>\u00a0<\/p>\n
\n(the \u201cCompany\u201d) entered into a cooperation agreement (the \u201cCooperation Agreement\u201d) with HG Vora Capital Management,
\nLLC and certain related parties (collectively, \u201cHG Vora\u201d).<\/p>\n
\nthings, that the Board of Directors (the \u201cBoard\u201d) of the Company will take all action necessary to appoint Heather Ace as
\na Class II director with a term expiring at the Company\u2019s 2028 Annual Meeting of Shareholders, Jeffrey Fox as a Class II director
\nwith a term expiring at the Company\u2019s 2028 Annual Meeting of Shareholders and Fabio Schiavolin as a Class III director with a term
\nexpiring at the Company\u2019s 2026 Annual Meeting of Shareholders. The Cooperation Agreement further provides that the Company will
\nuse its reasonable best efforts to cause the election of Mr. Schiavolin at the Company\u2019s 2026 Annual Meeting of Shareholders, including
\nby listing Mr. Schiavolin in the proxy card prepared, filed and delivered in connection with such meeting and recommending that the Company\u2019s
\nshareholders vote in favor of the election of Mr. Schiavolin and otherwise supporting him for election in a manner no less rigorous and
\nfavorable than the manner in which the Company supports its other nominees in the aggregate. The Company has agreed to not decrease the
\nnumber of directors classified as Class II to fewer than four directors until after the date of the Company\u2019s 2028 Annual Meeting
\nof Shareholders.<\/p>\n
\nhas agreed to abide by certain customary standstill restrictions, and the Company and HG Vora have also agreed to certain non-disparagement
\nobligations, in each case which remain in effect until the forty-five days prior to the deadline for the submission of shareholder nominations
\nof directors and business proposals for the Company\u2019s 2028 Annual Meeting of Shareholders. The Cooperation Agreement also contains
\ncertain customary voting commitments by HG Vora and other provisions.<\/p>\n
\ndoes not purport to be complete and is qualified in its entirety by reference to the full text of the Cooperation Agreement, a copy of
\nwhich is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.<\/p>\n
\nof Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.<\/b><\/p>\n
\nherein by reference.<\/p>\n
\nAce to the Board as a Class II director with a term expiring at the Company\u2019s 2028 Annual Meeting of Shareholders, Mr. Fox to the
\nBoard as a Class II director with a term expiring at the Company\u2019s 2028 Annual Meeting of Shareholders and Mr. Schiavolin to the
\nBoard as a Class III director with a term expiring at the Company\u2019s 2026 Annual Meeting of Shareholders. In connection with the
\nappointments of Ms. Ace, Mr. Fox and Mr. Schiavolin, the Board (i) increased the size of the Board from eight to eleven members, (ii)
\nincreased the number of Class II directors from two to four, and (iii) increased the number of Class III directors from three to four.<\/p>\n
\nno arrangements or understandings pursuant to which Ms. Ace, Mr. Fox or Mr. Schiavolin were appointed to the Board. Since the beginning
\nof the last fiscal year, there have been no related party transactions between the Company and Ms. Ace, Mr. Fox or Mr. Schiavolin that
\nwould be reportable under Item 404(a) of Regulation S-K.<\/p>\n
\nin the same compensation program as each of the Company\u2019s other non-employee directors. This program for the most recent fiscal
\nyear is described under \u201cNon-Employee Director Compensation\u201d in the Company\u2019s proxy statement for its 2025 Annual Meeting
\nof Shareholders, filed with the Securities and Exchange Commission on April 28, 2025.<\/p>\n
\nrelease announcing the Company\u2019s entry into the Cooperation Agreement and the appointment of Ms. Ace, Mr. Fox and Mr. Schiavolin
\nto the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
\nreference.<\/p>\n
\nExhibit 99.1, is being furnished and shall not be deemed \u201cfiled\u201d for the purposes of Section 18 of the Securities Exchange
\nAct of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into
\nany registration statement or other filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific
\nreference to such filing.<\/p>\n\n
\n Exhibit No.<\/span><\/span><\/td>\n Description<\/span><\/span><\/td>\n<\/tr>\n \n 10.1<\/span><\/span><\/td>\n Cooperation Agreement, dated February 22, 2026, by and between the Company and HG Vora.*<\/span><\/span><\/td>\n<\/tr>\n \n 99.1<\/span><\/span><\/td>\n Press Release, dated February 23, 2026 (furnished under Item 7.01).<\/span><\/span><\/td>\n<\/tr>\n \n 104<\/span><\/td>\n Cover Page Interactive Data File (embedded within the Inline XBRL document)<\/span><\/td>\n<\/tr>\n<\/table>\n
\nwill be furnished supplementally to the U.S. Securities and Exchange Commission upon request; provided, however, that the parties may
\nrequest confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.<\/p>\n
\nExchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.<\/p>\n\n
\n Date:<\/span><\/td>\n February 23, 2026<\/span><\/td>\n PENN ENTERTAINMENT, INC.<\/span><\/td>\n<\/tr>\n \n \u00a0<\/td>\n \u00a0<\/td>\n \u00a0<\/td>\n \u00a0<\/td>\n<\/tr>\n \n \u00a0<\/td>\n \u00a0<\/td>\n By: <\/span><\/td>\n \/s\/ Christopher Rogers<\/span>\u00a0<\/td>\n<\/tr>\n \n \u00a0<\/td>\n \u00a0<\/td>\n \u00a0<\/td>\n Christopher Rogers<\/span><\/td>\n<\/tr>\n \n \u00a0<\/td>\n \u00a0<\/td>\n \u00a0<\/td>\n Executive Vice President, Chief Strategy and Legal Officer and Secretary<\/span><\/td>\n<\/tr>\n<\/table>\n
\n<\/p>\n
\nDirectors to Board<\/b><\/p>\n
\nBringing Decades of Experience in Global Gaming,
Technology, Digital Infrastructure, Finance and Human Resources <\/i><\/p>\n
\nPENN) (\u201cPENN\u201d or the \u201cCompany\u201d) today announced the appointment of three new independent directors, Heather Ace,
\nJeffrey Fox and Fabio Schiavolin, to its Board of Directors (the \u201cBoard\u201d), effective immediately. In connection with these
\nappointments, the Company has entered into a cooperation agreement with HG Vora Capital Management, LLC and certain of its affiliates
\n(collectively, \u201cHG Vora\u201d).<\/p>\n
\nof the Board, we are pleased to welcome Heather, Jeff and Fabio, highly accomplished individuals who each bring deeply relevant experience.\u201d<\/p>\n
\nwith the Securities and Exchange Commission (the \u201cSEC\u201d) on a Form 8-K, includes customary voting, standstill and other provisions
\nthat will remain in effect through the 2027 Annual Meeting of Shareholders.<\/p>\n
\nOfficer of Qualcomm Incorporated. Previously, she was the Chief Human Resources Officer at Dexcom and, prior to Dexcom, served as the
\nExecutive Vice President of global HR at Orexigen Therapeutics, the Business Integration Leader for Royal Philips\u2019 HealthTech acquisition
\nof Volcano Corporation, the Executive Vice President of global HR at Volcano Corporation and held various HR executive roles at Life Technologies.
\nMs. Ace also was a partner at Gray Cary Ware & Freidenrich (now DLA Piper), where she practiced litigation and employment law, specializing
\nin mergers and acquisitions. She holds a bachelor\u2019s degree in Law & Society from the University of California, Santa Barbara
\nand a J.D. from Santa Clara School of Law.<\/p>\n
\nthe firm\u2019s management and business strategy. He most recently served as President and Chief Executive Officer of Endurance International
\nGroup Holdings, Inc. Prior to joining Endurance, Mr. Fox served as President and CEO of Convergys Corporation and, before Convergys, held
\nmultiple positions at Alltel Corporation. Mr. Fox began his career in investment banking at\u00a0Merrill Lynch\u00a0and\u00a0Stephens
\nInc. He holds a B.A. in Economics from Duke University.<\/p>\n
\npublic company in Italy dedicated to the gaming and entertainment sector. As CEO of Snaitech, he participated in the company\u2019s merger
\nwith Playtech plc, an international company focused on gaming technology with operations in more than 17 countries. Prior to his position
\nat Snaitech, Mr. Schiavolin created Cogetech, a key player in the Italian gaming machine market, which merged with Snai in 2015 to form
\nSnaitech. Mr. Schiavolin started his career at Cirsa, a Spanish multinational casino and gambling machine operator. He received his master\u2019s
\ndegree in business administration from Universit\u00e0 di Bologna.<\/p>\n
\nin 28 jurisdictions throughout North America, with a broadly diversified portfolio of casinos, racetracks, and online sports betting and
\niCasino offerings. PENN\u2019s focus is on organic cross-sell opportunities, reinforced by its market-leading retail casinos, sports
\nmedia assets and technology, including a proprietary state-of-the-art, fully integrated digital sports betting and iCasino platform, and
\nan in-house iCasino content studio. The Company\u2019s portfolio is further bolstered by its industry-leading PENN Play\u2122 customer
\nloyalty program, offering its over 33 million members a unique set of rewards and experiences.<\/p>\n
\nwithin the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the use of forward-looking
\nterminology such as \u201cexpects,\u201d \u201cbelieves,\u201d \u201cestimates,\u201d \u201cprojects,\u201d \u201cintends,\u201d
\n \u201cplans,\u201d \u201cgoal,\u201d \u201cseeks,\u201d \u201cmay,\u201d \u201cwill,\u201d \u201cshould,\u201d \u201clook
\nforward to,\u201d or \u201canticipates\u201d or the negative or other variations of these or similar words, or by discussions of future
\nevents, strategies or risks and uncertainties. These statements are based upon management’s current expectations, assumptions and estimates
\nand are not guarantees of timing, future results, or performance. Therefore, you should not rely on any of these forward-looking statements
\nas predictions of future events. Actual results may differ materially from those contemplated in these statements due to a variety of
\nrisks, uncertainties and other factors, including those factors described in PENN\u2019s filings with the SEC, including\u00a0PENN\u2019s
\ncurrent reports on Form 8-K, quarterly reports on Form 10-Q and its annual report on Form 10-K for the year ended\u00a0December 31, 2024.
\nForward-looking statements speak only as of the date they are made and, except for PENN\u2019s ongoing obligations under the\u00a0U.S.\u00a0federal
\nsecurities laws,\u00a0PENN undertakes no obligation to publicly update any forward-looking statements whether as a result of new information,
\nfuture events or otherwise.<\/p>\n
Senior Vice President, Public Affairs
PENN Entertainment
610-373-2400<\/p>\n