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Item 9A. Controls and Procedures

2022-02-28 compared with 2021-02-26 · 82 added, 133 removed, 266 unchanged (45% of the section changed)

10 unchanged sentences

In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control—Integrated Framework (2013 framework).

Deloitte & Touche LLP, the Company’s independent registered public accounting firm that audited the Consolidated Financial Statements for the year ended December 31, 2020, issued an attestation report on the Company’s internal control over financial reporting which immediately follows this report.

The Company completed its acquisition of HitPoint Inc.

and LuckyPoint Inc., Hollywood Casino Perryville, Sam Houston Race Park and Valley Race Park, and Score Media and Gaming Inc.

on May 11, 2021, July 1, 2021, August 1, 2021, and October 19, 2021 respectively.

Since the Company has not yet fully incorporated the internal controls and procedures of HitPoint Inc.

and LuckyPoint Inc., Hollywood Casino Perryville, Sam Houston Race Park and Valley Race Park, and Score Media and Gaming Inc.

into the Company’s internal control over financial reporting, management excluded HitPoint Inc.

and LuckyPoint Inc., Hollywood Casino Perryville, Sam Houston Race Park and Valley Race Park, and Score Media and Gaming Inc.

from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021.

These acquisitions constituted approximately 14% of the Company’s total consolidated assets and approximately 1% of the Company’s consolidated net revenues as of and for the year ended December 31, 2021, respectively.

Based on this assessment, management determined that the Company maintained effective internal control over financial reporting as of December 31, 2021.

Deloitte & Touche LLP (PCAOB ID No.

34), the Company’s independent registered public accounting firm that audited the Consolidated Financial Statements for the year ended December 31, 2021, issued an attestation report on the Company’s internal control over financial reporting which immediately follows this report.

Changes in Internal Control Over Financial Reporting

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We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2021, of the Company and our report dated February 28, 2022, expressed an unqualified opinion on those financial statements.

As described in Management’s Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at HitPoint Inc.

and LuckyPoint Inc., Hollywood Casino Perryville, Sam Houston Race Park and Valley Race Park, and Score Media and Gaming Inc., which were acquired on May 11, 2011, July 1, 2021, August 1, 2021, and October 19, 2021 respectively and whose financial statements constitute approximately 14% of the Company’s total consolidated assets and approximately 1% of the Company’s total consolidated net revenues as of and for the year ended December 31, 2021.

Accordingly, our audit did not include the internal control over financial reporting at HitPoint Inc.

and LuckyPoint Inc., Hollywood Casino Perryville, Sam Houston Race Park and Valley Race Park, and Score Media and Gaming Inc.

Basis for Opinion

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OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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The following is a list of the Consolidated Financial Statements of the Company and its subsidiaries and supplementary data included herein under item 8 of Part II of this report, “Financial Statements and Supplementary Data.”:

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm (PCAOB ID No.

Consolidated Balance Sheets as of December 31, 2021 and 2020

Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2020, 2019 and 2018

Consolidated Statements of Operations for the years ended December 31, 2021, 2020 and 2019

Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2021, 2020 and 2019

Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2021, 2020 and 2019

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Number Description of Exhibit

2.1†† Agreement and Plan of Merger by and among Pinnacle Entertainment, Inc., Penn National Gaming, Inc.

and Franchise Merger Sub, Inc., dated as of December 17, 2017 is hereby incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on December 20, 2017.

(SEC File No.

2.2†† Membership Interest Purchase Agreement by and among Boyd Gaming Corporation, Boyd TCIV, LLC, Penn National Gaming, Inc., Pinnacle Entertainment, Inc.

and Pinnacle MLS, LLC, dated as of December 17, 2017 is hereby incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed on December 20, 2017.

(SEC File No.

2.3†† Agreement and Plan of Merger dated as of June 18, 2018, among VICI Properties Inc., Riverview Merger Sub Inc., Penn Tenant II, LLC, Penn National Gaming, Inc., Bossier Casino Venture (HoldCo), Inc.

and Silver Slipper Gaming, LLC is hereby incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on June 19, 2018.

(SEC File No.

2.4†† Transaction Agreement, dated as of November 13, 2018, among Penn Tenant III, LLC, VICI Properties L.P., and Greektown Mothership LLC is hereby incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on November 14, 2018.

(SEC File No.

2.1†† Stock Purchase Agreement by and among Penn National Gaming, Inc., Barstool Sports, Inc., TCG XII, LLC, TCG Digital Spots, LLC and the Individuals Set Forth on Schedule A, dated as of January 28, 2020 is hereby incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on January 29, 2020.

2 unchanged sentences

(SEC File No.

2.7 Binding Term Sheet, dated as of March 27, 2020, by and between Penn National Gaming, Inc.

and Gaming and Leisure Properties, Inc.

is hereby incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on March 30, 2020.

2.3†† Arrangement Agreement by and among Penn National Gaming, Inc., 1317774 B.C.

and Score Media and Gaming Inc., dated as of August 4, 2021 is hereby incorporated by reference to Exhibit 2.1 to the Company’s Current Report of Form 8-K filed August 5, 2021.

(SEC File No.

3.1 Amended and Restated Articles of Incorporation of Penn National Gaming, Inc., filed with the Pennsylvania Department of State on October 15, 1996, as amended by the Articles of Amendments to the Amended and Restated Articles of Incorporation filed with the Pennsylvania Department of State on November 13, 1996, July 23, 2001 and December 28, 2007 and the Statement with Respect to Shares of Series C Convertible Preferred Stock of Penn National Gaming, Inc.

3.1 Second Amended and Restated Articles of Incorporation of Penn National Gaming, Inc., filed with the Pennsylvania Department of State on October 15, 1996, as amended by the Articles of Amendments to the Amended and Restated Articles of Incorporation filed with the Pennsylvania Department of State on November 13, 1996, July 23, 2001 and December 28, 2007 and the Statement with Respect to Shares of Series C Convertible Preferred Stock of Penn National Gaming, Inc.

dated as of January 17, 2013, and the Statement with Respect to Shares of Series D Convertible Preferred Stock of Penn National Gaming, Inc.

dated as of February 19, 2020 is hereby incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020.

dated as of February 19, 2020, and as further amended and restated by the Second Amended and Restated Articles of Incorporation of Penn National Gaming, Inc.

filed with the Pennsylvania Department of State on June 17, 2021 is hereby incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed June 21, 2021.

(SEC File No.

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(SEC File No.

Number Description of Exhibit

4.1 Indenture, dated as of January 19, 2017 between Penn National Gaming, Inc.

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(SEC File No.

Number Description of Exhibit

4.2(b) Form of Note representing the 2.75% Convertible Senior Notes due 2026 is hereby incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on May 14, 2020.

2 unchanged sentences

(SEC File No.

9.1*** Form of Trust Agreement of Peter D.

Carlino, Peter M.

Carlino, Richard J.

Carlino, David E.

Carlino, Susan F.

Harrington, Anne de Lourdes Irwin, Robert M.

Carlino, Stephen P.

Carlino and Rosina E.

Carlino Gilbert is hereby incorporated by reference to the Company’s Registration Statement on Form S-1, dated May 26, 1994.

4.4 Indenture, dated as of July 1, 2021, between Penn National Gaming, Inc.

and Wells Fargo Bank, National Association as Trustee, relating to the 4.125% Senior Notes due 2029 is hereby incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021.

(SEC File No.

4.4(a) Form of Note for 4.125% Senior Notes due 2029 is hereby incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021.

(SEC File No.

10.1† Penn National Gaming, Inc.

Deferred Compensation Plan , as amended and restated effective April 4, 2013, as amended by those certain amendments effective November 1, 2013, October 1, 2015, January 1, 2017, April 1, 2020 and October 1, 2020, respectively, is hereby incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

(SEC File No.

10.2† Penn National Gaming, Inc.

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(SEC File No.

10.2(b)† Form of Restricted Stock Award for the Penn National Gaming, Inc.

2008 Long Term Incentive Compensation Plan is hereby incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009.

(SEC File No.

10.2(c)† Form of Notice of Award of Phantom Stock for Penn National Gaming, Inc.

2008 Long Term Incentive Compensation Plan is hereby incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010.

(SEC File No.

10.2(d)† Form of Stock Appreciation Rights for the Penn National Gaming, Inc.

2008 Long Term Incentive Compensation Plan is hereby incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly report ended March 31, 2014.

(SEC File No.

10.2(e)† Penn National Gaming, Inc.

Performance Share Program under the Penn National Gaming, Inc.

2008 Long Term Incentive Compensation Plan, as amended, is hereby incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 11, 2016).

(SEC File No.

10.2(e)(i)† Form of Performance Shares Award Certificate for Performance Share Program under the Penn National Gaming, Inc.

2008 Long Term Incentive Compensation Plan, as amended, is hereby incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017.

(SEC File No.

Number Description of Exhibit

10.3† Penn National Gaming, Inc.

2018 Long Term Incentive Compensation Plan is hereby incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 13, 2018.

(SEC File No.

10.3(a)† Amendment to Penn National Gaming, Inc.

2018 Long Term Incentive Compensation Plan, dated December 27, 2019 is hereby incorporated by reference to Exhibit 10.3(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

(SEC File No.

10.3(b)† Form of Non-Qualified Stock Option Certificate for the Penn National Gaming, Inc.

2018 Long Term Incentive Compensation Plan, as amended, is hereby incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-8 filed on August 8, 2018.

(SEC File No.

10.3(c)† Form of Notice of Award of Restricted Stock for the Penn National Gaming, Inc.

2018 Long Term Incentive Compensation Plan, as amended, is hereby incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-8 filed on August 8, 2018.

(SEC File No.

10.3(d)† Form of Notice of Award of Phantom Stock Units for the Penn National Gaming, Inc.

2018 Long Term Incentive Compensation Plan, as amended, is hereby incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-8 filed on August 8, 2018.

(SEC File No.

10.3(e)† Form of Notice of Stock Appreciation Right Award for the Penn National Gaming, Inc.

2018 Long Term Incentive Compensation Plan, as amended, is hereby incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-8 filed on August 8, 2018.

(SEC File No.

10.3(f)† Penn National Gaming, Inc.

Performance Share Program under the Penn National Gaming, Inc.

2018 Long Term Incentive Compensation Plan, as amended, is hereby incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-8 filed on August 8, 2018.

(SEC File No.

10.3(f)(i)† Form of Performance Share Program Restricted Stock Award Certificate under the Penn National Gaming, Inc.

2018 Long Term Incentive Compensation Plan, as amended, is hereby incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-8 filed on August 8, 2018.

Amended and Restated 2018 Long Term Incentive Compensation Plan, is hereby incorporated by reference to Exhibit B to the Company’s definitive Proxy Statement filed April 23, 202 1 .

(SEC File No.

10.3(f)(ii)† Form of Notice of Award of Restricted Stock for Performance Share Program under the Penn National Gaming, Inc.

2018 Long Term Incentive Compensation Plan, as amended, is hereby incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-8 filed on August 8, 2018.

10.3(a)† Form of Non-Qualified Stock Option Certificate for the Penn National Gaming, Inc.

Amended and Restated 2018 Long Term Incentive Compensation Plan is hereby incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-8 filed on August 8, 2018.

(SEC File No.

10.3(g)† Penn National Gaming, Inc.

10.3(b)† Penn National Gaming, Inc.

Performance Share Program II under the Penn National Gaming, Inc.

2018 Long Term Incentive Compensation Plan, as amended, is hereby incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 21, 2019.

Amended and Restated 2018 Long Term Incentive Compensation Plan is hereby incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 21, 2019.

(SEC File No.

10.3(g)(i)† Form of Combination Award Certificate for the Penn National Gaming, Inc.

Performance Share Program II under the Penn National Gaming, Inc.

2018 Long Term Incentive Compensation Plan, as amended, is hereby incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on February 21, 2019.

10.3(c)† Form of Notice of Performance Award Terms and Criteria under the Performance Share Programs pursuant to the Penn National Gaming, Inc.

Amended and Restated 2018 Long Term Incentive Compensation Plan is hereby incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020.

(SEC File No.

10.3(h)† Form of Notice of Performance Award Terms and Criteria under the Performance Share Programs pursuant to the Penn National Gaming, Inc.

2018 Long Term Incentive Compensation Plan is hereby incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020.

10.3(d)† Form of Electronic Non-Qualified Stock Option Award Agreement under the Penn National Gaming, Inc.

Amended and Restated 2018 Long Term Incentive Compensation Plan is hereby incorporated by reference to Exhibit 10.3(h) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

(SEC File No.

10.3(i)† Form of Electronic Non-Qualified Stock Option Award Agreement under the Penn National Gaming, Inc.

2018 Long Term Incentive Compensation Plan, as amended, is hereby incorporated by reference to Exhibit 10.3(h) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

10.3(e)† Form of Electronic Restricted Stock Award Agreement (2020) under the Penn National Gaming, Inc.

Amended and Restated 2018 Long Term Incentive Compensation Plan is hereby incorporated by reference to Exhibit 10.3(i) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

(SEC File No.

10.3(j)† Form of Electronic Restricted Stock Award Agreement (2020) under the Penn National Gaming, Inc.

2018 Long Term Incentive Compensation Plan, as amended, is hereby incorporated by reference to Exhibit 10.3(i) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

10.3(f)† Form of Electronic Phantom Stock Unit Award Agreement (cash settled) (2020) under the Penn National Gaming, Inc.

Amended and Restated 2018 Long Term Incentive Compensation Plan is hereby incorporated by reference to Exhibit 10.3(j) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

(SEC File No.

Number Description of Exhibit

10.3(k)† Form of Electronic Phantom Stock Unit Award Agreement (cash settled) (2020) under the Penn National Gaming, Inc.

2018 Long Term Incentive Compensation Plan, as amended, is hereby incorporated by reference to Exhibit 10.3(j) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

10.3(g)† Form of Electronic Phantom Stock Unit Award Agreement (stock settled) (2020) under the Penn National Gaming, Inc.

Amended and Restated 2018 Long Term Incentive Compensation Plan is hereby incorporated by reference to Exhibit 10.3(k) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

(SEC File No.

10.3(l)† Form of Electronic Phantom Stock Unit Award Agreement (stock settled) (2020) under the Penn National Gaming, Inc.

2018 Long Term Incentive Compensation Plan, as amended, is hereby incorporated by reference to Exhibit 10.3(k) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

10.3(h)† Form of Electronic Stock Appreciation Right Award Agreement (2020) under the Penn National Gaming, Inc.

Amended and Restated 2018 Long Term Incentive Compensation Plan is hereby incorporated by reference to Exhibit 10.3(l) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

(SEC File No.

10.3(m)† Form of Electronic Stock Appreciation Right Award Agreement (2020) under the Penn National Gaming, Inc.

2018 Long Term Incentive Compensation Plan, as amended, is hereby incorporated by reference to Exhibit 10.3(l) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

10.3(i)† Form of Electronic Restricted Stock Unit Award Agreement (2020) under the Penn National Gaming, Inc.

Amended and Restated 2018 Long Term Incentive Compensation Plan is hereby incorporated by reference to Exhibit 10.3(m) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

(SEC File No.

10.3(n)† Form of Electronic Restricted Stock Unit Award Agreement (2020) under the Penn National Gaming, Inc.

2018 Long Term Incentive Compensation Plan, as amended, is hereby incorporated by reference to Exhibit 10.3(m) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

10.3(j)† Restricted Stock Award Agreement by and between Jay Snowden and Penn National Gaming, Inc., dated as of April 12, 2021 is hereby incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021.

(SEC File No.

10.3(k)† Restricted Stock Unit Award Agreement by and between Jay Snowden and Penn National Gaming, Inc., dated as of April 12, 2021 is hereby incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021.

(SEC File No.

10.4† Executive Agreement, dated July 30, 2019, between Penn National Gaming, Inc.

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(SEC File No.

10.5† Executive Agreement, dated August 28, 2018 and effective as of June 13, 2018, by and between Penn National Gaming, Inc.

and Timothy J.

Wilmott is hereby incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 29, 2018.

(SEC File No.

10.5(a)† Separation and Transition Agreement and General Release, dated February 27, 2020, between Penn National Gaming, Inc.

and Timothy J.

Wilmott is hereby incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 28, 2020.

10.4(c)† Third Amendment to Executive Agreement, dated November 3, 2021, between Penn National Gaming, Inc.

Snowden is hereby incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021.

(SEC File No.

1 unchanged sentence

and Felicia Hendrix is hereby incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 4, 2021.

(SEC File No.

10.6† Executive Agreement, dated January 22, 2020, between Penn National Gaming, Inc.

10 unchanged sentences

Number Description of Exhibit

10.8† Executive Agreement between Penn National Gaming, Inc.

10.7† Executive Agreement, dated as of September 24, 2019, by and between Penn National Gaming, Inc.

and William J.

Fair entered into on September 24, 2019 is hereby incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 26, 2019.

Fair is hereby incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 26, 2019.

(SEC File No.

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10.8† Executive Agreement, dated as of December 30, 2019 and effective as of January 1, 2020, by Penn National Gaming, Inc.

and Todd George.

10.10*† Executive Agreement, dated November 17, 2020, between Penn National Gaming, Inc.

and Harper Ko.

10.11† Executive Agreement, dated as of December 10, 2018 and effective as of December 13, 2018, by and between Penn National Gaming, Inc.

and Carl Sottosanti is hereby incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 13, 2018.

(SEC File No.

10.11(a)† First Amendment to Executive Agreement, dated March 27, 2020, between Penn National Gaming, Inc.

and Carl Sottosanti is hereby incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on March 30, 2020.

(SEC File No.

10.11(b)† Second Amendment to Executive Agreement, dated October 1, 2020, between Penn National Gaming, Inc.

and Carl Sottosanti is hereby incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on October 2, 2020.

and Todd George is hereby incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

(SEC File No.

10.11(c)† Retirement and Transition Agreement and General Release, dated November 17, 2020, by and between Penn National Gaming, Inc.

and Carl Sottosanti is hereby incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 20, 2020.

10.9† Executive Agreement, dated November 17, 2020, between Penn National Gaming, Inc.

and Harper Ko is hereby incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

(SEC File No.

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(SEC File No.

10.13 Lease Agreement, dated March 31, 1995 between Wyomissing Professional Center III, LP and Penn National Gaming, Inc., as amended by certain amendments dated April 15, 1997, October 30, 1997, April 23, 1998, November 16, 1999, August 21, 2000, April 5, 2005, November 20, 2007, and May 25, 2012, respectively is hereby incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

(SEC File No.

10.11*† Executive Agreement, dated December 9, 2019, between Penn National Gaming, Inc.

and Christopher Rogers.

10.12* Lease Agreement, dated March 31, 1995 between Wyomissing Professional Center III, LP and Penn National Gaming, Inc., as amended by certain amendments dated April 15, 1997, October 30, 1997, April 23, 1998, November 16, 1999, August 21, 2000, April 5, 2005, November 20, 2007, May 25, 2012, and May 12, 2021, respectively .

10.13* Lease dated January 30, 2002 between Wyomissing Professional Center II, LP and Penn National Gaming, Inc.

as amended by certain amendments dated May 23, 2002, December 4, 2002, January 29, 2003, October 19, 2010, May 25, 2012, and September 1, 2017, respectively, is hereby incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

(SEC File No.

10.15 Amended and Restated Lease dated April 5, 2005 between Wyomissing Professional Center, Inc.

and Penn National Gaming, Inc.

as amended by certain amendments dated April 20, 2006 and May 25, 2012, respectively, is hereby incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

(SEC File No.

as amended by certain amendments dated May 23, 2002, December 4, 2002, January 29, 2003, October 19, 2010, May 25, 2012, September 1, 2017, and May 12, 2021, respectively .

10.14†† Master Lease between GLP Capital L.P.

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(SEC File No.

Number Description of Exhibit

10.14(a) First Amendment to the Penn Master Lease is hereby incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014.

8 unchanged sentences

(SEC File No.

Number Description of Exhibit

10.14(f) Sixth Amendment to the Penn Master Lease is hereby incorporated by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended on September 30, 2018.

4 unchanged sentences

(SEC File No.

10.14(i)*†† Ninth Amendment to the Penn Master Lease between GLP Capital L.P.

and Penn Tenant LLC dated January 14, 2022.

Master Lease, dated April 28, 2016, by and between PNK Entertainment, Inc.

10 unchanged sentences

(SEC File No.

10.15(e)*†† Fifth Amendment to PNK Master Lease, dated as of January 14, 2022, by and between Pinna c l e MLS, LLC and Gold Merger Sub, LLC .

10.16 Guarantee of PNK Master Lease, dated as of October 15, 2018, by Penn National Gaming, Inc.

4 unchanged sentences

(SEC File No.

Number Description of Exhibit

10.18 Second Amendment and Refinancing Agreement, dated as of January 19, 2017, by and among Penn National Gaming, Inc., as borrower, the guarantors party thereto, the lenders party thereto, Bank of America, N.A., as swingline lender, Bank of America, N.A., as administrative agent and Bank of America, N.A., as collateral agent, is hereby incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 20, 2017.

2 unchanged sentences

(SEC File No.

Number Description of Exhibit

10.19(a) First Amendment to Amended and Restated Credit Agreement dated as of February 23, 2018, among Penn National Gaming, Inc., certain subsidiaries of Penn National Gaming, Inc.

9 unchanged sentences

(SEC File No.

10.23 Commercial Lease dated September 9, 1996 by and between State of Louisiana, State Land Office and PNK (Bossier City), Inc.

(f/k/a Casino Magic of Louisiana, Corp.) is hereby incorporated by reference to Exhibit 10.23 to the Company’s Amendment No.

4 to Registration Statement on Form 10 filed on March 17, 2016.

(SEC File No.

10.21 Second Amended and Restated Excursion Boat Sponsorship and Operations Agreement, dated November 18, 2004, between Iowa West Racing Association and Ameristar Casino Council Bluffs, Inc.

12 unchanged sentences

21.1* Subsidiaries of the Registrant.

Number Description of Exhibit

23.1* Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.

31.1* CEO C ertification pursuant to Ex change Act R ule s 13a-14(a) and 15d-14(a) , as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .

31.2* PFO Certification pursuant to Exchange Act R ule s 13a-14(a) and 15d-14(a) , as adopted pursuant to Section 302 of the Sa r banes -Oxley Act of 2002 .

31.1* CEO Certification pursuant to rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.

31.2* PFO Certification pursuant to rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.

32.1** CEO Certification pursuant to 18 U.S.C.

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101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Number Description of Exhibit

101.SCH Inline XBRL Taxonomy Extension Schema Document

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(Principal Executive Officer) February 28, 2022

/s/ Felicia R.

Hendrix Executive Vice President and Chief Financial Officer (Principal Financial Officer) February 28, 2022

/s/ Christine LaBombard Senior Vice President and Chief Accounting Officer

(Principal Financial Officer and Principal Accounting Officer) February 26, 2021

(Principal Accounting Officer) February 28, 2022

Christine LaBombard

/s/ Vimla Black-Gupta Director February 28, 2022

Vimla Black-Gupta

Handler Director, Chairman of the Board February 28, 2022

5 unchanged sentences

Reibstein Director February 28, 2022

/s/ Jane Scaccetti Director February 28, 2022

Jane Scaccetti

/s/ Barbara Z.

1 unchanged sentence

Shattuck Kohn

/s/ Jane Scaccetti Director February 26, 2021

Jane Scaccetti

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures