PENN Penn Entertainment, Inc. - 8-K

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.