1 unchanged sentence
Rule 10b5-1 Trading Plans
−Removed: 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: During the three months ended June 30, 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.
Executive Employment Agreement
−Removed: 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”).
−Removed: 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.
−Removed: Rogers’ current executive agreement which is set to expire on June 30, 2025.
−Removed: The Executive Agreement provides that, effective June 30, 2025, Mr.
−Removed: Rogers’ annual base salary will be $824,000 and his target annual bonus will be 125% of his base salary.
+Added: The Company entered into a new Executive Agreement with its Chief Executive Officer, Jay Snowden, on August 5, 2025.
+Added: The Executive Agreement supersedes Mr.
+Added: Snowden’s prior executive agreement (scheduled to expire on January 1, 2026), is effective as of August 5, 2025, and terminates on January 1, 2029 (the “Term”) unless earlier terminated by either party.
+Added: The Executive Agreement provides that Mr.
+Added: Snowden’s annual base salary will be $1.8 million, and his target annual bonus will be 250% of his base salary.
In the event Mr.
−Removed: Rogers’ employment is terminated without cause (as defined in the Executive Agreement), or Mr.
−Removed: 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.
−Removed: 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:
−Removed: (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.
−Removed: 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.
+Added: Snowden’s employment is terminated without cause (as defined in the Executive Agreement), or Mr.
+Added: Snowden resigns for good reason (as defined in the Executive Agreement), or the Executive Agreement is not renewed at the end of the Term on substantially similar terms, Mr.
+Added: Snowden will be entitled to (i) severance payments equal to a multiple of the sum of (a) his annual base salary and (b) his target annual bonus, and (ii) pro rata annual bonus for the fiscal year in which termination occurs.
+Added: The severance multiple is two times (2x) in the case of a termination that occurs outside of the CoC Protection Period and two and one-half times (2.5x) in the case of a termination that occurs during the twenty-four months following a change of control (the “CoC Protection Period”).
+Added: Prior to receipt of any severance payments, Mr.
+Added: Snowden must execute a general release in favor of the Company and its affiliates.
+Added: The Executive Agreement also contains customary confidentiality, non-competition and non-solicitation provisions.
+Added: Snowden has agreed not to disclose or use the Company’s confidential information.
+Added: In addition, Mr.
+Added: Snowden has agreed not to compete with the Company for a period of (i) twelve months following the termination date if he is terminated in a manner in which no severance is paid or (ii) the twenty-four months following the termination date if he receives severance.
+Added: Snowden has agreed not to solicit or hire an executive or management level employee of the Company or its affiliates for a period of 18 months following termination.
+Added: The summary of the material terms of the Executive Agreement described above is qualified in its entirety by reference to the Executive Agreement, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.
Number Description of Exhibit
10.1 Executive Agreement, dated May 6, 2025, between PENN Entertainment, Inc.
−Removed: and Christopher Roger s .
−Removed: First Amendment to 2023 Master Lease, dated June 2023, by and among PENN Tenant, LLC and Gaming and Leisure Properties, Inc.
−Removed: Second Amendment to 2023 Master Lease, September 14, 2023, by and among PENN Tenant, LLC and Gaming and Leisure Properties, Inc.
−Removed: Third Amendment to 2023 Master Lease, December 19, 2023, by and among PENN Tenant, LLC and Gaming and Leisure Properties, Inc.
−Removed: Fourth Amendment to 2023 Master Lease, July 23, 2024 , by and among PENN Tenant, LLC and Gaming and Leisure Properties, Inc.
+Added: and Christopher Rogers is hereby incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 (SEC File No.
+Added: 10.2* Executive Agreement, dated August 5 , 2025, between PENN Entertainment, Inc.
+Added: and Jay Snowden .
+Added: 10.3 PENN Entertainment, Inc.
+Added: 2022 Long Term Incentive Compensation Plan, as amended, is hereby incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed on April 28, 2025 (SEC File No.
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: May 12, 2025 By:
+Added: August 7, 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.