UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Item 7.01. Regulation FD Disclosure.
On May 15, 2025, PENN Entertainment Inc. (the “Company”) issued (i) a press release containing a letter to shareholders from the Board of Directors of the Company, a copy of which is attached as Exhibit 99.1 and is incorporated by reference in this Item 7.01, and (ii) a fact sheet, a copy of which is attached as Exhibit 99.2 and is incorporated by reference in this Item 7.01. The shareholder letter and fact sheet provide updates on, among other things, the Company’s performance, its commitment to driving shareholder value and its efforts to reach a mutually agreeable resolution with HG Vora Capital Management, LLC.
The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 hereto, is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
| 99.1 | Press Release, dated May 15, 2025, issued by PENN Entertainment, Inc. (furnished under Item 7.01) |
| 99.2 | Fact Sheet, dated May 15, 2025, issued by PENN Entertainment, Inc. (furnished under Item 7.01) |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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 hereunto duly authorized.
| Date: | May 15, 2025 | PENN ENTERTAINMENT, INC. | |
| By: | /s/ Christopher Rogers | ||
| Christopher Rogers | |||
| Executive Vice President, Chief Strategy and Legal Officer and Secretary | |||