Item 5. Other Information
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Plans
During the three months ended September 30, 2023, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of the Company’s securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
66
Table of Contents
ITEM 6. EXHIBITS
Exhibit
Number Description of Exhibit
4.1 Investment Agreement, dated as of August 8, 2023, by and between PENN Entertainment, Inc. and ESPN, Inc., incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 8, 2023 (SEC File No. 000-24206) .
4.2 Form of Warrant, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 8, 2023 (SEC File No. 000-24206).
4.3 Registration Rights Agreement, dated as of August 8, 2023, by and between PENN Entertainment, Inc, and ESPN, Inc., incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on August 8, 2023 ( SEC File No. 000-24206).
10.1*†
Form of Restricted Stock Unit Award Agreement (Stock-Settled) , as amended October 2, 2023, for the P ENN Entertainment , Inc. 2022 Long Term Incentive Compensation Plan , as amended.
10.2*†
Form of Restricted Stock Unit Award Agreement (Cash-Settled) , as amended October 2, 2023, for the PENN Entertainment, Inc. 2022 Long Term Incentive Compensation Plan, as amended.
10.3*†
Form of Performance Unit Award Agreement , as amended October 2, 2023, for the PENN Entertainment, Inc. 2022 Long Term Incentive Compensation Plan, as amended.
10.4*†
Form of Restricted Stock Award Agreement , as amended October 2, 2023, for the PENN Entertainment, Inc. 2022 Long Term Incentive Compensation Plan, as amended.
10.5*†
Form of Non-Qualified Stock Option Award Agreement , as amended October 2, 2023, for the PENN Entertainment, Inc. 2022 Long Term Incentive Compensation Plan, as amended.
31.1* CEO Certification pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* CFO Certification pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1** CEO Certification pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.
32.2** CFO Certification pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.
101.INS 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.
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104 Cover Page Inline XBRL File (included in Exhibit 101)
* Filed herewith.
** Furnished herewith.
† Management contract or compensatory plan or arrangement
67
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
PENN ENTERTAINMENT, INC.
Dated: November 2, 2023 By: /s/ Christine LaBombard
Christine LaBombard
Senior Vice President and Chief Accounting Officer
68