PENN Entertainment, Inc.

The Nominating and Corporate Governance Committee considers candidates for Board membership suggested by, among others, its members, other Board members, management and the recommendation of its independent search firm. The Nominating and Corporate Governance Committee will also consider recommendations of nominees for directors by shareholders (for information relating to the nominations of directors by our shareholders, please see “Director Nominations by Shareholders” on page 111).

Corporate Governance Matters

Director Candidate Qualification and Selection Process (cont.)

During the candidate review process, the Nominating and Corporate Governance Committee and its delegates conduct interviews with the potential nominee. In addition, the Nominating and Corporate Governance Committee will also submit the candidate to a background investigation overseen by the Company’s Chief Compliance Officer, in coordination with the Compliance Committee, to evaluate whether the candidate is suitable to serve on the Board of a highly regulated, multi-jurisdictional company subject to gaming regulatory oversight and operating under privileged gaming licenses and registrations. A successful candidate will also be required to submit to applicable gaming regulatory suitability investigations, which include providing detailed financial and personal history information customarily requested by the Company’s gaming regulators. Certain of our jurisdictions, each of which is important to our operations, require directors to obtain regulatory approvals before they are permitted to vote on Board matters. The licensing process is extremely time intensive and historically has taken a year or longer to complete. For example, Messrs. Hartnett and Ruisanchez were appointed to the Board in June 2025 but could only begin exercising their voting rights in April 2026, following receipt of all necessary regulatory approvals. Ms. Ace and Messrs. Fox and Schiavolin, who were appointed to the Board in February 2026, do not yet exercise their voting rights as members of the Board. References in this proxy statement to the unanimous recommendation of the Board refer to only those members of the Board who currently exercise their voting rights.

Our Board and Committee evaluation process has resulted in regular Board refreshment, five of our ten independent directors having been appointed since our 2025 Annual Meeting, bringing extensive finance, human capital and talent management, gaming, strategy, corporate governance and technology experience to effectively oversee our next phase of growth and execution of our refocused digital strategy.

Cooperation Agreement

On February 22, 2026, PENN entered into a cooperation agreement (the “Cooperation Agreement”) with HG Vora Capital Management, LLC and certain related parties (collectively, “HG Vora”), pursuant to which the Board took all action necessary to appoint (i) Heather Ace as a Class II director with a term expiring at the Company’s 2028 Annual Meeting of Shareholders, (ii) Jeffrey Fox as a Class II director with a term expiring at the Company’s 2028 Annual Meeting of Shareholders, and (iii) Fabio Schiavolin as a Class III director with a term expiring at the Annual Meeting.

Corporate Governance Matters

Cooperation Agreement (cont.)

The Cooperation Agreement further provides that the Company will use its reasonable best efforts to cause the election of Mr. Schiavolin at the Annual Meeting, including by listing Mr. Schiavolin in the proxy card, recommending that the Company’s shareholders vote in favor of Mr. Schiavolin’s election and otherwise supporting him for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate.

The Company also agreed to not decrease the number of directors classified as Class II to fewer than four directors until after the date of the Company’s 2028 Annual Meeting of Shareholders.

Pursuant to the Cooperation Agreement, HG Vora agreed to abide by certain customary standstill restrictions, and the Company and HG Vora have also agreed to certain non-disparagement obligations, in each case which remain in effect until the forty-five days prior to the deadline for the submission of shareholder nominations of directors and business proposals for the Company’s 2028 Annual Meeting of Shareholders. The Cooperation Agreement also contains certain customary voting commitments by HG Vora, as well as other customary provisions.

Board Leadership

The Company’s governing documents allow the roles of Board Chair and Chief Executive Officer to be filled by the same or different individuals. This approach allows the Board flexibility to determine whether the two roles should be separated or combined based on the Company’s evolving needs at a given time and the Board’s assessment of the Company’s current leadership.

The Board will periodically consider the advantages of having an independent Board Chair or a combined Board Chair and CEO and is open to different structures as circumstances may warrant.

The roles of our Board Chair and CEO have been split for over ten years. Mr. Snowden, our CEO and President, is responsible for the general management and operation of the business, providing guidance and oversight to senior management and formulating the strategic direction of the Company. The Board Chair is responsible for the content, quality and timeliness of information provided to our Board, consults with the full Board, which includes our CEO, and sets Board meeting agendas and presides over meetings, which we believe promotes a clear delineation of responsibilities between the Board and management.

David Handler, who is an independent director, has served as our Board Chair since June 2019. Mr. Handler joined our Board in 1994 and is a partner at Tidal Partners, an independent financial advisory firm that provides M&A and strategic advisory services focused on the technology industry. The Board believes that Mr. Handler is best suited to serve as Board Chair because of his considerable investment banking and capital markets experience, including a focus on mergers and acquisitions and other significant transactions (including many in the technology sector), which complements his seasoned expertise in and exposure to the gaming industry. Mr. Handler’s background has been an invaluable asset to the Company, particularly in connection with evaluating potential acquisitions and financing opportunities and in assessing strategic transactions.

Corporate Governance Matters

Board Culture

The Board prioritizes facilitating a boardroom dynamic and culture that supports a number of priority areas, including:

Active Director Refreshment: The Board maintains an active practice of refreshing the Board with new perspectives that support its oversight of the Company’s evolving growth and strategy. The Board maintains a comprehensive onboarding process for new directors and an active commitment to continuing education for all directors.

Board Independence: The Board maintains an independent Board Chair to underscore its prioritization of independence in its members and leadership and to facilitate effective evaluations and oversight of Company risks. All directors on the Board are independent except for our CEO, who the Board believes provides critical operational and strategic business perspectives to Board discussions. This structure also supports the Board’s priority of overseeing an ongoing talent management and succession planning process.

Alignment with Shareholder Interests: The Board maintains open and active dialogue with all of PENN’s stakeholders and amongst each other to help ensure continued evolution and to meet leading governance standards, including shareholder aligned provisions such as robust stock ownership guidelines, a clawback policy that extends beyond Dodd-Frank requirements, annual ‘Say-on-Pay’ vote and semi-annual shareholder engagement program.

Risk Management: The committees of the Board meet throughout the year to provide comprehensive oversight of the financial, strategic, regulatory and operational risks facing PENN. Additional details on specific risk oversight priorities for each committee are detailed below.

Each member of the Board contributes a substantial amount of time and effort to serve as a Board and Committee member. In addition to Board and Committee meetings, our Board of Directors and its Committees act by written consent from time to time as appropriate. Further, Board members are encouraged to, and regularly do, engage in informal discussions with each other and members of management, and they are provided with periodic management reports and updates. The independent directors meet periodically in executive session.

During the year ended December 31, 2025, our Board held 35 meetings, with each of the Company’s directors attending at least 75% of the meetings of the Board and Committees of the Board of which he or she was a member. The Company encourages directors to attend shareholder meetings, and all but one of the incumbent directors then serving on the Board attended the 2025 Annual Meeting of Shareholders.

Corporate Governance Matters