PENN Entertainment Inc

Rule 10b5-1 Trading Plans

During the three months ended December 31, 2023, none of the Company’s directors or executive officers adopted orterminated 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.”

Credit Agreement Amendment

On February 15, 2024 (the “Amendment Effective Date”), PENN entered into a First Amendment (the “Amendment Agreement”) with its various lenders amending its Amended Credit Facilities (as amended, amended and restated, supplemented, or otherwise modified from time to time prior to the Amendment Effective Date, the “Existing Credit Agreement”). The Amendment Agreement amends the Existing Credit Agreement to provide that, during the period beginning on the Amendment Effective Date and ending on the earlier of (i) the date that istwo business days after the date on which the Company delivers a covenant relief period termination notice to the administrative agent and (ii) the date on which the administrative agent receives a compliance certificate for the quarter ending December 31, 2024 (the “Covenant Relief Period”), the Company will make an adjustment to exclude specified amounts of Interactive segment Adjusted EBITDAR (as defined in Note 18, “Segment Information” in the notes to our Consolidated Financial Statements) in its calculations to comply with the maximum total net leverage ratio or minimum interest coverage ratio (as such terms are defined in the Second Amended and Restated Credit Agreement, as defined in Note 11,“Long-term Debt” in the notes to our Consolidated Financial Statements). We will continue to be required to maintain specified financial ratios and to satisfy certain financial tests when our Covenant Relief Period terminates after December 31, 2024.

The foregoing description of the Amendment Agreement is qualified in its entirety by reference to the Amendment Agreement, a copy of which is filed herewith as Exhibit 10.17 and incorporated herein by reference.

Executive Employment Agreement

The Company entered into a new employment agreement with its Executive Vice President and Chief Financial Officer, Felicia Hendrix, on February 19, 2024 (the “Executive Agreement”). The Executive Agreement supersedes Ms. Hendrix’s prior executive agreement (scheduled to expire on February 22, 2024), is effective as of January 1, 2024, and terminates on January 1, 2027 (the “Term”) unless terminated earlier by either party. The Executive Agreement provides that, effective January 1, 2024, Ms. Hendrix’s annual base salary will be $900,000 and her target annual bonus will be 125% of her base salary.

In the event Ms. Hendrix’s employment is terminated without cause (as defined in the Executive Agreement), or Ms. Hendrix resigns for good reason (as defined in the Executive Agreement), or the Executive Agreement is not renewed at the end of the Term, Ms. Hendrix will be entitled to (i) severance payments equal to the sum of (a) two times her annual base salary, and (b) one and one half times her target annual bonus (or two times her target annual bonus if the termination occurs within twenty-four months following a change of control), and (ii) pro rata annual bonus for the fiscal year in which the termination occurs.

Prior to receipt of any severance payments, Ms. Hendrix must execute a general release in favor of the Company and its affiliates.

The Executive Agreement also contains customer confidentiality, non-competition and non-solicitation provisions. Ms. Hendrix has agreed not to disclose or use the Company’s confidential information and not to compete with the Company for a period of (i) twelve months following the termination date if she is terminated in a manner in which no severance is paid or (ii) twenty-four months following the termination date if she receives severance. Ms. Hendrix 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 of the Executive Agreement.

The foregoing summary of the material terms of the Executive Agreement is qualified in its entirety by reference to the full text of the Executive Agreement, a copy of which is attached hereto as Exhibit 10.6 and incorporated herein by reference.