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): January 5, 2026

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

Pennsylvania
0-24206
23-2234473
(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


(Former name, former address and former fiscal year, if changed since last report)
 
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:

☐
Written communications 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 class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value per share
 PENN
The 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 230.405of 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 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 5, 2026, PENN Entertainment, Inc. (the “Company”) announced a new corporate organizational structure designed to reflect the Company’s strategic priorities, including the realignment of its Interactive focus on PENN’s digital assets in Canada and its Hollywood iCasino product to further leverage its core retail casino business and overall omnichannel business model.

In conjunction with this realignment, the position of Executive Vice President, Operations, was eliminated on January 5, 2026 and, as a result, Todd George has departed the Company.  The Company and Mr. George entered into a separation and release agreement on January 8, 2026 (the “Separation Agreement”), which provides that Mr. George will be eligible to receive the separation benefits applicable upon a termination without cause (not within two years following a change in control of the Company) under his executive agreement with the Company, dated November 5, 2025.  The Separation Agreement further provides that Mr. George will serve as an advisor to the Company and will be available to perform transition services for the Company until February 28, 2026.  As consideration for the transition services, the Separation Agreement provides that Mr. George’s 2023 performance units will remain outstanding and will be eligible to vest or be forfeited in accordance with their terms.

The foregoing description of the Separation Agreement is only a summary and is qualified in its entirety by reference to the text of the Separation Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 7.01.
Regulation FD Disclosure.

On January 5, 2026, the Company issued a press release announcing the Company’s new corporate organizational structure.  A copy of this press release is being furnished as Exhibit 99.1 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 99.1 hereto, is being furnished to the U.S. 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
Separation Agreement dated January 8, 2026 between PENN Entertainment, Inc. and Todd George
Press Release dated January 5, 2026 of 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:
January 9, 2026
PENN ENTERTAINMENT, INC.
       
   
By:
/s/ Christopher Rogers
     
Christopher Rogers
     
Executive Vice President, Chief Strategy and Legal Officer and Secretary