PENN

penn-202602260000921738false00009217382026-02-262026-02-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 26, 2026

PENN Entertainment, Inc. (Exact Name of Registrant as Specified in Charter)

Pennsylvania 0-2420623-2234473 (State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

825 Berkshire Blvd., Suite 200 Wyomissing, PA 19610 (Address of Principal Executive Offices, and Zip Code)

610-373-2400 Registrant's Telephone Number, Including Area Code Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ☐    Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐    Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐    Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock, $0.01 par value per sharePENNThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition. On February 26, 2026, PENN Entertainment, Inc. (the “Company”) issued a press release announcing the results of operations and financial condition for the quarter and year ended December 31, 2025. A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.Description of Exhibit 99.1Press release dated February 26, 2026 of PENN Entertainment, Inc.

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

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:February 26, 2026PENN Entertainment, Inc.

By:/s/ Christopher Rogers Christopher Rogers

Executive Vice President, Chief Strategy and Legal Officer and Secretary

penn-202511050000921738false00009217382025-11-052025-11-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 5, 2025

PENN Entertainment, Inc. (Exact Name of Registrant as Specified in Charter)

Pennsylvania 0-2420623-2234473 (State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

825 Berkshire Blvd., Suite 200 Wyomissing, PA 19610 (Address of Principal Executive Offices, and Zip Code)

610-373-2400 Registrant's Telephone Number, Including Area Code Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ☐    Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐    Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐    Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock, $0.01 par value per sharePENNThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

The information set forth in Item 8.01 of this Current Report on Form 8-K with respect to the Investment Agreement Amendment (as defined below) is incorporated into this Item 1.01 by reference.

Item 2.02 Results of Operations and Financial Condition. On November 6, 2025, PENN Entertainment, Inc. (the “Company”) issued a press release announcing the results of operations and financial condition for the three months ended September 30, 2025. A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 7.01 Regulation FD Disclosure. On November 6, 2025, the Company and ESPN, Inc. (“ESPN”) issued a press release announcing that the Company and ESPN have mutually agreed upon the early termination of their sportsbook agreement (the “Sportsbook Agreement”), effective December 1, 2025 (the “Termination Date”). A copy of this press release is being furnished as Exhibit 99.2 to this Current Report on Form 8-K. The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.2 hereto, is being furnished to the U.S. Securities and Exchange Commission (“SEC”) 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 8.01 Other Events. Termination of the Sportsbook Agreement On November 5, 2025, the Company, ESPN and ESPN Enterprises, Inc. entered into an agreement (the “Termination Agreement”) to terminate the Sportsbook Agreement, effective on the Termination Date. The Termination Agreement provides that upon the Termination Date, (i) the Company will cease using all ESPN trademarks, including “ESPN BET”, and re-brand its sportsbook from “ESPN BET” to “theScore Bet” (or another brand as determined in the Company’s sole discretion), (ii) all integrations, and any other exclusivities, and any planned traditional media purchases provided under the Sportsbook Agreement will cease and (iii) all functionality to link ESPN accounts to ESPN BET accounts will be removed. The Termination Agreement provides that if the Company has not received all necessary regulatory approvals for the rebranding of its sportsbook prior to the Termination Date, then the Company shall have the right to continue using “ESPN BET Sportsbook” as the n

penn-202508070000921738false00009217382025-08-072025-08-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): August 7, 2025

PENN Entertainment, Inc. (Exact Name of Registrant as Specified in Charter)

Pennsylvania 0-2420623-2234473 (State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

825 Berkshire Blvd., Suite 200 Wyomissing, PA 19610 (Address of Principal Executive Offices, and Zip Code)

610-373-2400 Registrant's Telephone Number, Including Area Code Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ☐    Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐    Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐    Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock, $0.01 par value per sharePENNThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On August 7, 2025, PENN Entertainment, Inc. (the “Company”) issued a press release announcing the results of operations and financial condition for the three months ended June 30, 2025. A copy of this press release is being furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.Description of Exhibit 99.1Press release dated August 7, 2025 of PENN Entertainment, Inc.

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

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:August 7, 2025PENN Entertainment, Inc.

By:  /s/ Christopher Rogers Christopher Rogers

Executive Vice President, Chief Strategy and Legal Officer and Secretary