1 unchanged sentence
Rule 10b5-1 Trading Plans
−Removed: 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.
+Added: During the three months ended September 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 Executive Agreement with its Chief Executive Officer, Jay Snowden, on August 5, 2025.
+Added: The Company entered into a new Executive Employment agreement with its Executive Vice President – Operations, Todd George, on November 5, 2025.
The Executive Agreement supersedes Mr.
−Removed: 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: George’s prior executive agreement (scheduled to expire on January 1, 2026), is effective as of November 5, 2025, and terminates on January 1, 2029 (the “Term”) unless earlier terminated by either party.
The Executive Agreement provides that Mr.
−Removed: Snowden’s annual base salary will be $1.8 million, and his target annual bonus will be 250% of his base salary.
+Added: George’s annual base salary will be $1.03 million, and his target annual bonus will be 125% of his base salary.
In the event Mr.
−Removed: Snowden’s employment is terminated without cause (as defined in the Executive Agreement), or Mr.
−Removed: 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.
−Removed: 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.
−Removed: 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: George’s employment is terminated without cause (as defined in the Executive Agreement), or Mr.
+Added: George 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: George will be entitled to (i) severance payments equal to the sum of (a) two times his annual base salary and (b) one and one half times his target annual bonus (or two times his target annual bonus if the termination occurs during the twenty-four months following a change of control), and (ii) pro rata annual bonus for the fiscal year in which termination occurs.
Prior to receipt of any severance payments, Mr.
−Removed: Snowden must execute a general release in favor of the Company and its affiliates.
+Added: George must execute a general release in favor of the Company and its affiliates.
The Executive Agreement also contains customary confidentiality, non-competition and non-solicitation provisions.
−Removed: Snowden has agreed not to disclose or use the Company’s confidential information.
+Added: George has agreed not to disclose or use the Company’s confidential information.
In addition, Mr.
−Removed: 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.
−Removed: 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: George 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: George 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.
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
−Removed: 10.1 Executive Agreement, dated May 6, 2025, between PENN Entertainment, Inc.
−Removed: 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: 4.1 Amendment No.
+Added: 1 to Investment Agreement, dated as of November 5 , 2025, by and between PENN Entertainment, Inc.
+Added: and ESPN, Inc .
+Added: is hereby incorp or ated by reference to Exhibit 4.1 to the C ompany ’ s Current Report on For m 8-K filed on November 6, 2025 (SEC File No.
10.1 Executive Agreement dated August 5, 2025, between PENN Entertainment, Inc.
−Removed: and Jay Snowden .
−Removed: 10.3 PENN Entertainment, Inc.
−Removed: 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.
+Added: and Jay Snowden is hereby incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 (SEC File No.
+Added: Executive Agreement, dated November 5, 2025, between PENN Entertainment, Inc.
+Added: and Todd George.
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: August 7, 2025 By:
+Added: November 6, 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.