Business Context and Reporting Period
Company: PENN Entertainment, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: February 22, 2026
Event: Entry into a Material Definitive Agreement and Board of Directors appointments.
Key Financial Metrics
This filing does not contain financial performance data. The document reports on corporate governance changes and does not provide values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
- Cooperation Agreement: Entered into a Cooperation Agreement with HG Vora Capital Management, LLC and related parties.
- Board Expansion: The Board size increased from eight to eleven members.
- Director Appointments:
- Heather Ace appointed as Class II director (term expires 2028).
- Jeffrey Fox appointed as Class II director (term expires 2028).
- Fabio Schiavolin appointed as Class III director (term expires 2026).
- Class Structure Changes:
- Class II directors increased from two to four.
- Class III directors increased from three to four.
Guidance, Outlook, and Agreements
- Commitments: The Company agreed to use reasonable best efforts to secure the election of Fabio Schiavolin at the 2026 Annual Meeting, including listing him on the proxy card and recommending a vote in his favor.
- Standstill Restrictions: HG Vora agreed to customary standstill restrictions and non-disparagement obligations effective until 45 days prior to the deadline for shareholder nominations for the 2028 Annual Meeting.
- Board Composition: The Company agreed not to decrease the number of Class II directors to fewer than four until after the 2028 Annual Meeting.
- Compensation: New directors will participate in the standard non-employee director compensation program.
Investor Verification Checklist
- Review the full text of the Cooperation Agreement (Exhibit 10.1) for specific voting commitments and standstill terms.
- Verify the biographies and qualifications of the newly appointed directors (Ace, Fox, Schiavolin).
- Confirm the impact of the Board expansion on future governance decisions and committee assignments.
- Monitor the 2026 Annual Meeting proxy materials for the election of Fabio Schiavolin.