PENN 8-K
PENN Entertainment, Inc. (PENN)
8-K
2026-01-09
For: 2026-01-05
View Original
Added on
April 09, 2026
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
(Exact Name of Registrant as Specified in Charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(Address of Principal Executive Offices, and Zip Code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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. ☐
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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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.
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Item 7.01.
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Regulation FD Disclosure.
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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.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit No.
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Description
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Separation Agreement dated January 8, 2026 between PENN Entertainment, Inc. and Todd George
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Press Release dated January 5, 2026 of PENN Entertainment, Inc. (furnished under Item 7.01)
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104
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Cover Page Interactive Data File (formatted as Inline XBRL)
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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.
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Date:
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January 9, 2026
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PENN ENTERTAINMENT, INC.
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By:
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/s/ Christopher Rogers
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Christopher Rogers
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Executive Vice President, Chief Strategy and Legal Officer and Secretary
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Exhibit 10.1
SEPARATION AGREEMENT AND GENERAL RELEASE
This is a Separation Agreement and General Release (hereinafter referred to as the “Agreement”) between Todd George (hereinafter referred to as the
“Employee”) and PENN Entertainment, Inc., a Pennsylvania corporation, and its affiliates (hereinafter referred to as the “Employer” and, together with Employee, the “Parties”). In consideration of the mutual promises and commitments made in this
Agreement, and intending to be legally bound, Employee, on the one hand, and the Employer on the other hand, agree to the terms set forth in this Agreement.
1. Employee is
party to an Executive Agreement dated November 5, 2025 (the “Executive Agreement”). The Parties hereby acknowledge that Employee was removed from Employee’s position as Executive Vice President, Operations, of the Company effective as of
January 5, 2026 (the “Termination Date”). The Parties further acknowledge and agree that Employee hereby resigns from any and all positions he holds with the Company, its subsidiaries and affiliates, including, but not limited to, the entities
set forth on Exhibit A hereto, with such resignation being effective as of the Termination Date. The Parties further acknowledge and agree that (a) for the period between the
Termination Date and February 28, 2026 (the “Transition Period”), Employee agrees that Employee shall remain available to Employer as an advisor and perform such transition services as reasonably requested by the Chief Executive Officer of the
Employer (the “Transition Services”), (b) effective as of the Termination Date, Employee shall have experienced a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”),
and (c) the Parties reasonably expect that the performance of the Transition Services shall not require Employee to provide more than twenty percent (20%) of the average level of services rendered by Employee to Employer during the thirty-six
(36) months immediately preceding the Termination Date.
2. (a) Following the execution of this Agreement, Employee will be entitled to the post-employment benefits and subject to the
post-employment responsibilities set forth in, and in accordance with the terms of, Employee’s Executive Agreement.
(b) Subject to Employee executing and not
revoking this Agreement, notwithstanding Section 2(a) or anything in the Executive Agreement to the contrary, Employee and Employer hereby acknowledge and agree that (i) Employee’s annual bonus for 2025 shall be paid on the date annual bonuses
are paid to similarly situated employees of Employer (expected to be paid in March 2026), and (ii) Employee shall not be eligible to receive any pro-rata bonus for 2026 under Section 5(b) of the Executive Agreement.
(c) Subject to Employee executing and not
revoking this Agreement, and as consideration for the Transition Services, Employee’s 2023 performance-based restricted stock unit award shall remain outstanding, and shall be eligible to vest or be forfeited in accordance with the grant
agreement terms, during the Transition Period. Employee acknowledges and agrees that each other unvested equity or equity-based award shall be forfeited in accordance with its terms effective as of the Termination Date.
(d) If Employee accepts any employment
with the Employer, or an affiliate or related entity of the Employer, and becomes reemployed by the Employer or an affiliate or related entity of the Employer during the Severance Period (as defined in the Executive Agreement),
Employee acknowledges and agrees that Employee will forfeit all future severance payments from the date on which reemployment commences.
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3. (a) When used in this Agreement, the word “Releasees” means the Employer and all or any of its past and present parent, subsidiary and affiliated corporations, members, companies, partnerships,
joint ventures and other entities and their groups, divisions, departments and units, and their past and present directors, trustees, officers, managers, partners, supervisors, employees, attorneys, agents and consultants, and their
predecessors, successors and assigns.
(b) When used in this Agreement, the word
“Claims” means each and every claim, complaint, cause of action, and grievance, whether known or unknown and whether fixed or contingent, and each and every promise, assurance, contract, representation, guarantee, warranty, right and commitment
of any kind, whether known or unknown and whether fixed or contingent.
4. In consideration of the promises of the Employer set forth in this Agreement and the Executive Agreement, and intending to be legally bound, Employee hereby irrevocably remises, releases and forever
discharges all Releasees of and from any and all Claims that Employee (on behalf of either Employee or any other person or persons) ever had or now has against any and all of the Releasees, or which Employee (or Employee’s heirs, executors,
administrators or assigns or any of them) hereafter can, shall or may have against any and all of the Releasees, for or by reason of any cause, matter, thing, occurrence or event whatsoever through the effective date of this Agreement. Employee
acknowledges and agrees that the Claims released in this paragraph include, but are not limited to, (a) any and all Claims based on any law, statute or constitution or based on contract or in tort on common law, and (b) any and all Claims based
on or arising under any civil rights laws, such as any Pennsylvania employment laws, or Title VII of the Civil Rights Act of 1964 (42 U.S.C. § 2000e et seq.), or the Federal Age Discrimination in Employment Act (29 U.S.C. § 621 et seq.)
(hereinafter referred to as the “ADEA”), and (c) any and all Claims under any grievance or complaint procedure of any kind, and (d) any and all Claims based on or arising out of or related to Employee’s recruitment by, employment with, the
termination of Employee’s employment with, Employee’s performance of any services in any capacity for, or any other arrangement or transaction with, each or any of the Releasees. Employee also understands, that by signing this Agreement,
Employee is waiving all Claims against any and all of the Releasees released by this Agreement; provided, however, that as set forth in section 7 (f) (1) (c) of the ADEA, as added by the Older Workers Benefit Protection Act of
1990, nothing in this Agreement constitutes or shall (i) be construed to constitute a waiver by Employee of any rights or claims that may arise after this Agreement is executed by Employee, or (ii) impair Employee’s right to file a charge with the
U.S. Securities and Exchange Commission (“SEC”), the U.S. Equal Employment Opportunity Commission (“EEOC”), the National Labor Relations Board (“NLRB”) or any state agency or to participate in an investigation or proceeding conducted by the SEC,
EEOC, NLRB or any state agency or as otherwise required by law. Notwithstanding the foregoing, Employee agrees to waive Employee’s right to recover individual relief in any charge, complaint, or lawsuit filed by Employee or anyone on Employee’s
behalf, except that this does not waive the Employee’s ability to obtain monetary awards from the SEC’s whistleblower program. Notwithstanding anything to the contrary set forth in this Section 4, but except as otherwise expressly provided in this
Agreement, Employee does not release, waive, or discharge Releasees from (i) any Claims to seek to enforce Employee’s rights under Section 5(a)-(c) of the Executive Agreement, (ii) any Claims for indemnification (including advancement of expenses)
or contribution with respect to any liability incurred by Employee as a director or officer of the Company, (iii) any rights or Claims under any directors and officers insurance policy maintained by the Company or (iv) any rights or Claims as a
security holder in the Company or its affiliates or with respect to equity or equity-based compensation awards.
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5. Employee further
certifies that Employee is not aware of any actual or attempted regulatory, SEC, EEOC or other legal violations by Employer and that Employee’s separation is not a result of retaliation based on any legal rights or opposition to an illegal
practice.
6. Employee
covenants and agrees not to sue the Releasees and each or any of them for any Claims released by this Agreement and to waive any recovery related to any Claims covered by this Agreement.
7. Pursuant to the
Defend Trade Secrets Act of 2016, Employee acknowledges that Employee will not have criminal or civil liability under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal,
State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a
lawsuit or other proceeding, if such filing is made under seal. In addition, if Employee files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Employee may disclose the trade secret to Employee’s attorney,
and may use the trade secret information in the court proceeding, if Employee (X) files any document containing the trade secret under seal, and (Y) does not disclose the trade secret, except pursuant to court order.
8. Subject to, and
in addition to the Transition Services, Employee agrees to provide reasonable transition assistance to Employer (including without limitation assistance on regulatory matters, operational matters and in connection with litigation) for a period
of one year from the execution of this Agreement at no additional cost; provided, such assistance shall not unreasonably interfere with Employee’s pursuit of gainful employment or result in Employee not having a “separation from service”
(within the meaning of Section 409A). Any assistance beyond this period will be provided at a mutually agreed cost.
9. Employee agrees
that, except as specifically provided in this Agreement, there is no compensation, benefits, or other payments due or owed to Employee by each or any of the Releasees, including, without limitation, the Employer, and there are no payments due
or owed to Employee in connection with Employee’s employment by or the termination of Employee’s employment with each or any of the Releasees, including without limitation, any interest in unvested options, SARs, restricted stock or other
equity issued to, expected by or contemplated by any of the Releasees (which interest is specifically released herein) or any other benefits (including, without limitation, any other severance benefits). For clarity, Employee acknowledges that
upon Employee’s separation date, Employee has no further rights under any bonus arrangement or option plan of Employer. Employee further acknowledges that Employee has not experienced or reported any work-related injury or illness.
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10. Except where the
Employer has disclosed or is required to disclose the terms of this Agreement pursuant to applicable federal or state law, rule or regulatory practice, Employer and Employee agree that the terms of this Agreement are confidential.
Employee will not disclose or publicize the terms of this Agreement and the amounts paid or agreed to be paid pursuant to this Agreement to any person or entity, except to Employee’s spouse, Employee’s attorney, Employee’s accountant, and to a
government agency for the purpose of payment or collection of taxes or application for unemployment compensation benefits. Employee agrees that Employee’s disclosure of the terms of this Agreement to Employee’s spouse, Employee’s attorney and
Employee’s accountant shall be conditioned upon Employee obtaining agreement from them, for the benefit of the Employer, not to disclose or publicize to any person or entity the terms of this Agreement and the amounts paid or agreed to be paid
under this Agreement. Employee understands that, notwithstanding any provisions of this Agreement, Employee is not prohibited or in any way restricted from reporting possible violations of law to a government agency or entity, and Employee is not
required to inform Employer if Employee makes such reports.
11. For the avoidance
of doubt, Sections 7 through 25 of the Executive Agreement, including the confidentiality, non-competition and non-solicitation provisions, shall continue to apply and survive this Agreement. Employee agrees not to make any false, misleading,
defamatory or disparaging statements, including in the media, to shareholders, in blogs, posts on Facebook, twitter, other forms of social media or any such similar communications, about Employer (including without limitation Employer’s
products, services, partners, investors or personnel) and to refrain from taking any action designed to harm the public perception of the Employer or any of the Releasees. Employee further agrees that Employee has disclosed to Employer all
information, if any, in Employee’s possession, custody or control related to any legal, compliance or regulatory obligations of Employer and any failures to meet such obligations.
12. The terms of this
Agreement are not to be considered as an admission on behalf of either party. Neither this Agreement nor its terms shall be admissible as evidence of any liability or wrongdoing by each or any of the Releasees in any judicial, administrative or
other proceeding now pending or hereafter instituted by any person or entity. The Employer is entering into this Agreement solely for the purpose of effectuating a mutually satisfactory separation of Employee’s employment.
13. Sections 13 and
14 (Governing Law, Jurisdiction) of the Executive Agreement shall also apply to this Agreement.
14. Along with the
surviving provisions of the Executive Agreement, including but not limited to Sections 7 through 25, this Agreement constitutes a complete and final agreement between the Parties and supersedes and replaces all prior or contemporaneous
agreements, offer letters, severance policies and plans, negotiations, or discussions relating to the subject matter of this Agreement and no other agreement shall be binding upon each or any of the Releasees, including, but not limited to, any
agreement made hereafter, unless in writing and signed by an officer of the Employer, and only such agreement shall be binding against the Employer. For the avoidance of doubt, nothing in this Agreement shall prevent Employee from obtaining
employment following the Termination Date so long as such employment does not breach any of Sections 7, 8 or 9 of the Executive Agreement (“Permitted Post-Termination Employment”) and compensation from Permitted Post-Termination Employment
shall not reduce the amount of any severance due to Employee pursuant to Section 5 of the Executive Agreement.
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15. Employee is
advised, and acknowledges that Employee has been advised, to consult with an attorney before signing this Agreement.
16. Employee
acknowledges that Employee is signing this Agreement voluntarily, with full knowledge of the nature and consequences of its terms.
17. All executed
copies of this Agreement and photocopies thereof shall have the same force and effect and shall be as legally binding and enforceable as the original.
18. Employee
acknowledges that Employee has been given up to twenty-one (21) days within which to consider this Agreement before signing it. Subject to paragraph 19 below, this Agreement will become effective on the date of Employee’s signature hereof.
19. For a period of
seven (7) calendar days following Employee’s signature of this Agreement, Employee may revoke the Agreement, and the Agreement shall not become effective or enforceable until the seven (7) day revocation period has expired. Employee may revoke
this Agreement at any time within that seven (7) day period, by sending a written notice of revocation to the Human Resources Department of Employer. Such written notice must be actually received by the Employer within that seven (7) day period
in order to be valid. If a valid revocation is received within that seven (7) day period, this Agreement shall be null and void for all purposes and no severance shall be paid. If Employee does not revoke this agreement, payment of the
severance pay amount set forth in the Executive Agreement will be paid in the manner and at the time(s) described in the Executive Agreement.
[Signature page to follow]
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IN WITNESS WHEREOF, the Parties have read, understand and do voluntarily execute this Separation Agreement and General Release which consists of seven (7) pages.
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EMPLOYER:
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PENN ENTERTAINMENT, INC.
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/s/ Jay Snowden
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| Name: | Jay Snowden | |
| Title: | Chief Executive Officer | |
| Date: | 1/8/2026 | |
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EMPLOYEE:
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/s/ Todd George
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| Name: | Todd George | |
| Date: | 1/8/2026 | |
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EXHIBIT “A”
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Entity
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Position
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PENN Entertainment, Inc.
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Executive Vice President, Operations
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CHC Casinos Corp.
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Director
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CRC Holdings, Inc.
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Director
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Kansas Hotel Development, LLC
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Vice President
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Maryland Gaming Ventures, Inc.
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Director
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Penn Hollywood Kansas, Inc.
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Vice President and Director
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PHK Staffing, LLC
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Vice President
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Pinnacle Entertainment, Inc.
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Director
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Pennwood Racing, Inc.
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Director
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Exhibit 99.1
PENN Entertainment, Inc. Announces New Corporate Organizational Structure
January 5, 2026
WYOMISSING, Pa.--(BUSINESS WIRE)--Jan. 5, 2026-- PENN Entertainment, Inc. (“PENN” or the “Company”) (Nasdaq: PENN) today 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 in the U.S. to further leverage its core retail casino
business and overall omnichannel business model.
“As we turn the calendar to 2026, we are restructuring our corporate organization in order to achieve greater operational efficiencies, deepen customer engagement across
channels, maximize free cash flow, and drive shareholder value,” said Jay Snowden, PENN’s Chief Executive Officer and President.
In conjunction with this realignment, Todd George, Executive Vice President, Operations, and Rich Primus, Senior Vice President, Chief Information Officer (“CIO”), will
step down and their positions will be eliminated.
Mr. George has served at PENN for more than 13 years in various capacities, including as Vice President and General Manager of the Hollywood Casino properties in
Lawrenceburg, Indiana and St. Louis, Missouri and as Senior Vice President of Regional Operations for the Midwest, prior to becoming Executive Vice President, Operations. He helped to reimagine and modernize the entertainment experience at PENN’s
properties and, most recently, oversaw the successful opening of the new Hollywood Casino Joliet and the second hotel tower at the M Resort Spa Casino.
Mr. Primus has served as PENN’s CIO for more than 10 years and, in addition to launching the Company’s 3Cs initiative, he helped develop and execute PENN’s strategic
technology plan and cyber security framework.
PENN’s current Senior Vice Presidents of Regional Operations -- Rafael Verde, Aaron Rosenthal and Justin Carter -- will continue their regional oversight of PENN’s retail operations, with Mr. Verde and Mr. Rosenthal reporting to Mr. Snowden and Mr. Carter reporting to Mr. Verde.
Jennifer Weissman, Chief Marketing Officer, will report to Mr. Snowden. She will focus on maximizing omnichannel results, which will include working closely with Aaron
LaBerge, Chief Technology Officer and Head of Interactive, to further enhance the PENN Play™ loyalty program, its overall value proposition and cross-sell execution.
Aaron LaBerge will assume responsibility for PENN’s enterprise IT functions, in addition to maintaining his current responsibilities, and will continue to report to Mr.
Snowden. This unified technology organization will align PENN’s retail, digital, data, cloud, and security platforms under a single leadership structure, reducing duplication, improving capital efficiency, and accelerating the Company’s ability to
design, build, and deploy scalable new products and omnichannel capabilities in support of PENN’s businesses.
PENN has commenced a search for a digital Chief Operating Officer to help oversee the day-to-day operations of the Interactive segment and enable Mr. LaBerge to spend
more time with the combined technology teams. The digital COO will report to Mr. LaBerge.
“Both Todd and Rich have made significant contributions to PENN’s evolution over the past decade and helped build the strong foundation we have in place today,” said Mr.
Snowden. “On behalf of the Company’s Board of Directors, I want to express my appreciation for their dedication and efforts to PENN over the years and wish them well in their future endeavors.”
PENN’s new corporate organizational structure, which is supported by the Company’s Board of Directors, is effective immediately. The Company is evaluating additional
opportunities to strengthen and streamline its operations and will provide an update when it reports its fourth quarter 2025 financial results in February 2026, including the anticipated annualized cost savings and improved free cash flow
generation related to the new corporate organizational structure and optimization initiatives.
About PENN Entertainment
PENN Entertainment, Inc., together with its subsidiaries (“PENN,” or the “Company,” “we,” “our,” or “us”), operates in 28 jurisdictions throughout North America, with a
broadly diversified portfolio of casinos, racetracks, and online sports betting and iCasino offerings. PENN’s focus is on organic cross-sell opportunities, reinforced by its market-leading retail casinos, sports media assets and technology,
including a proprietary state-of-the-art, fully integrated digital sports betting and iCasino platform, and an in-house iCasino content studio. The Company’s portfolio is further bolstered by its industry-leading PENN Play™ customer loyalty
program, offering its over 33 million members a unique set of rewards and experiences.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified
by the use of forward-looking terminology such as “expects,” “believes,” “estimates,” “projects,” “intends,” “plans,” “goal,” “seeks,” “may,” “will,” “should,” “look forward to,” or “anticipates” or the negative or other variations of these or
similar words, or by discussions of future events, strategies or risks and uncertainties. Specifically, forward-looking statements include, but are not limited to, statements regarding maximizing omnichannel results, improving overall value
proposition and cross-sell execution and the anticipated benefits associated with the new corporate organizational structure. These statements are based upon management's current expectations, assumptions and estimates and are not guarantees of
timing, future results, or performance. Therefore, you should not rely on any of these forward-looking statements as predictions of future events. Actual results may differ materially from those contemplated in these statements due to a variety
of risks, uncertainties and other factors, including those factors described in PENN Entertainment’s filings with the Securities and Exchange Commission (the “SEC”), including PENN Entertainment's current reports on Form 8-K, quarterly reports on
Form 10-Q and its annual report on Form 10-K for the year ended December 31, 2024. Forward-looking statements speak only as of the date they are made and, except for PENN Entertainment’s ongoing obligations under the U.S. federal securities laws,
PENN Entertainment undertakes no obligation to publicly update any forward-looking statements whether as a result of new information, future events or otherwise.
Mike Nieves
Sr. Vice President and Treasurer
610-373-2400
Source: PENN Entertainment, Inc.