1 unchanged sentence
Rule 10b5-1 Trading Plans
−Removed: 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.
−Removed: Executive Employment Agreement
−Removed: The Company entered into a new Executive Employment agreement with its Executive Vice President – Operations, Todd George, on November 5, 2025.
−Removed: The Executive Agreement supersedes Mr.
−Removed: 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.
−Removed: The Executive Agreement provides that Mr.
−Removed: George’s annual base salary will be $1.03 million, and his target annual bonus will be 125% of his base salary.
−Removed: In the event Mr.
−Removed: George’s employment is terminated without cause (as defined in the Executive Agreement), or Mr.
−Removed: 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.
−Removed: 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.
−Removed: Prior to receipt of any severance payments, Mr.
−Removed: George must execute a general release in favor of the Company and its affiliates.
−Removed: The Executive Agreement also contains customary confidentiality, non-competition and non-solicitation provisions.
−Removed: George has agreed not to disclose or use the Company’s confidential information.
−Removed: In addition, Mr.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: During the three months ended March 31, 2026, 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.
Number Description of Exhibit
−Removed: 4.1 Amendment No.
−Removed: 1 to Investment Agreement, dated as of November 5 , 2025, by and between PENN Entertainment, Inc.
−Removed: and ESPN, Inc .
−Removed: 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.
−Removed: 10.1 Executive Agreement dated August 5, 2025, between PENN Entertainment, Inc.
−Removed: 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.
−Removed: Executive Agreement, dated November 5, 2025, between PENN Entertainment, Inc.
−Removed: and Todd George.
+Added: 4.1 Indenture, dated as of March 16, 2026, between PENN Entertainment, Inc.
+Added: and Computershare Trust Company, National Association as Trustee, relating to the 6.750% Senior Notes due 2031 is hereby incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 16, 2026 (SEC File No.
+Added: 4.2 Form of Note for 6.750% Senior Notes due 2031 is included in, and hereby incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 16, 2026 (SEC File No.
+Added: 10.1 Third Amendment, dated as of April 16, 2026, by and among PENN Entertainment, Inc., the guarantors party thereto, the lenders party thereto and Bank of America.
+Added: N.A., as administrative agent and collateral agent is hereby incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 16, 2026 (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: November 6, 2025 By:
+Added: April 29, 2026 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.