PENN Penn Entertainment, Inc. - 8-K

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.