1 unchanged sentence
Rule 10b5-1 Trading Plans
−Removed: During the three months ended September 30, 2024, 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” as defined in Item 408(a) of Regulation S-K.
+Added: During the three months ended March 31, 2025, none of the Company’s directors or executive officers adopted , modified 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” as defined in Item 408(a) of Regulation S-K.
+Added: Executive Employment Agreement
+Added: The Company entered into a new employment agreement with its Executive Vice President, Chief Strategy and Legal Officer and Secretary, Christopher Rogers, on May 6, 2025 (the “Executive Agreement”).
+Added: The Executive Agreement is effective as of June 30, 2025 and terminates on June 30, 2028 (the “Term”) unless terminated earlier by either party, and will supersede Mr.
+Added: Rogers’ current executive agreement which is set to expire on June 30, 2025.
+Added: The Executive Agreement provides that, effective June 30, 2025, Mr.
+Added: Rogers’ annual base salary will be $824,000 and his target annual bonus will be 125% of his base salary.
+Added: In the event Mr.
+Added: Rogers’ employment is terminated without cause (as defined in the Executive Agreement), or Mr.
+Added: Rogers resigns for good reason (as defined in the Executive Agreement), or the Executive Agreement is not renewed at the end of the Term, Mr.
+Added: Rogers will be entitled to the following severance payments and benefits, subject to his execution and non-revocation of a general release of claims in favor of the Company and its affiliates and his continued compliance with certain restrictive covenant provisions:
+Added: (i) cash amount equal to the sum of (a) two times his annual base salary, and (b) one and one half times his target annual bonus, payable in equal installments over twenty-four months (or two times his target annual bonus if his termination occurs within twenty-four months following a change of control), (ii) pro rata bonus for the fiscal year in which the termination occurs based on actual performance (or greater of the target bonus in effect on the termination date and the target bonus in effect on the date of the change of control, in the event he is terminated within the twenty-four month period following a change of control of the Company), (iii) reimbursement for the cost of COBRA coverage, if so elected, for a period of twenty-four months, and (iv) any accrued but unpaid annual bonus for the year preceding the year in which he is terminated.
+Added: The foregoing summary of the material terms of the Executive Agreement is qualified in its entirety by reference to the full text of the Executive Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Number Description of Exhibit
+Added: Executive Agreement, dated May 6 , 2025, between PENN Entertainment, Inc.
+Added: and Christopher Roger s .
+Added: First Amendment to 2023 Master Lease, dated June 2023, by and among PENN Tenant, LLC and Gaming and Leisure Properties, Inc.
+Added: Second Amendment to 2023 Master Lease, September 14, 2023, by and among PENN Tenant, LLC and Gaming and Leisure Properties, Inc.
+Added: Third Amendment to 2023 Master Lease, December 19, 2023, by and among PENN Tenant, LLC and Gaming and Leisure Properties, Inc.
+Added: Fourth Amendment to 2023 Master Lease, July 23, 2024 , by and among PENN Tenant, LLC and Gaming and Leisure Properties, Inc.
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.
14 unchanged sentences
PENN Entertainment, Inc.
−Removed: November 7, 2024 By:
+Added: May 12, 2025 By:
/s/ Felicia R.
2 unchanged sentences
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.