As filed with the Securities and Exchange Commission on August 7, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PENN ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
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Pennsylvania
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23-2234473
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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825 Berkshire Blvd., Suite 200
Wyomissing, Pennsylvania 19610
(Address of Principal Executive Offices) (Zip Code)
PENN Entertainment, Inc. 2022 Long Term Incentive Compensation Plan, as Amended
(Full title of the plan)
Christopher Rogers
Executive Vice President, Chief Strategy and Legal Officer and Secretary
PENN Entertainment, Inc.
825 Berkshire Blvd., Suite 200
Wyomissing, Pennsylvania 19610
(Name and address of agent for service)
(610) 373-2400
(Telephone number, including area code, of agent for service)
Copy to:
Raquel Fox
Skadden, Arps, Slate, Meagher & Flom LLP
1440 New York Avenue, N.W.
Washington, D.C. 20005
(202) 371-7050
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large
accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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☐ |
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Emerging growth company
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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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement is being filed by PENN Entertainment, Inc. (the “Registrant” or “Company”) in accordance with General Instruction E to Form S-8, to register 8,197,275 additional shares of common stock,
$0.01 par value per share (the “Common Stock”), reserved for issuance under the PENN Entertainment, Inc. 2022 Long Term Incentive Compensation Plan (as amended, the “2022
Plan”), as approved by the Company’s shareholders on June 17, 2025. The contents of the Company’s registration statements on Form S-8 filed with the Securities and Exchange Commission on June 15, 2022 (No. 333-265637) and June 16, 2023 (No. 333-272723),
which relate to the 2022 Plan, are hereby incorporated by reference into this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 8.
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Exhibits.
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Form of Performance Unit Award Agreement (Stock-Settled) for the PENN Entertainment, Inc. 2022 Long Term Incentive Compensation Plan, as amended, is hereby incorporated by reference to Exhibit 10.1 to the
Company’s Quarterly Report on Form 10-Q filed on August 8, 2024 (SEC File No. 000-24206).
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Form of Restricted Stock Award Agreement for the PENN Entertainment, Inc. 2022 Long Term Incentive Compensation Plan, as amended, is hereby incorporated by reference to Exhibit 10.5 to the Company’s
Registration Statement on Form S-8 filed on June 16, 2023 (SEC File No. 000-24206).
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Form of Non-Qualified Stock Option Award Agreement for the PENN Entertainment, Inc. 2022 Long Term Incentive Compensation Plan, as amended, is hereby incorporated by reference to Exhibit 10.6 to the Company’s
Registration Statement on Form S-8 filed on June 16, 2023 (SEC File No. 000-24206).
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Form of Non-Qualified Stock Option Certificate for the PENN Entertainment, Inc. 2022 Long Term Incentive Compensation Plan, as amended, is hereby incorporated by reference to Exhibit 10.2 to the Company’s
Quarterly Report on Form 10-Q filed on August 8, 2024 (SEC File No. 000-24206).
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Form of Stock Appreciation Right Award Agreement for the PENN Entertainment, Inc. 2022 Long Term Incentive Compensation Plan, as amended, is hereby incorporated by reference to Exhibit 10.7 to the Company’s
Registration Statement on Form S-8 filed on June 16, 2023 (SEC File No. 000-24206).
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Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
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Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
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Consent of Ballard Spahr LLP (included in Exhibit 5.1).
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Powers of Attorney (included on signature page hereto).
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Filing Fee Table.
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* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wyomissing, Commonwealth of Pennsylvania, on August 7, 2025.
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PENN ENTERTAINMENT, INC.
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By:
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/s/ Christopher Rogers
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Name:
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Christopher Rogers
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Title:
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Executive Vice President, Chief Strategy and Legal Officer and Secretary
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BE IT KNOWN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Jay A. Snowden and Christopher Rogers and each of them, his or her true and lawful attorney(s)-in-fact and agent(s),
with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement and to file the same, with all exhibits and
schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney(s)-in-fact and agent(s) full power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney(s)-in-fact and agent(s), or their substitute(s), may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on August 7, 2025.
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Signature
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Title
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/s/ Jay A. Snowden
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Chief Executive Officer, President and Director
(Principal Executive Officer)
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Jay A. Snowden
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/s/ Felicia R. Hendrix
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Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
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Felicia R. Hendrix
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/s/ David A. Handler
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Director, Board Chair
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David A. Handler
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/s/ Vimla Black-Gupta
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Director
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Vimla Black-Gupta
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/s/ Anuj Dhanda
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Director
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Anuj Dhanda
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| Director | ||
| Johnny Hartnett |
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/s/ Marla Kaplowitz
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Director
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Marla Kaplowitz
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/s/ Carlos Ruisanchez
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Director
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Carlos Ruisanchez
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/s/ Jane Scaccetti
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Director
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Jane Scaccetti
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Exhibit 5.1
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August 7, 2025
Board of Directors
PENN Entertainment, Inc.
825 Berkshire Blvd., Suite 200
Wyomissing, PA 19610
Re: PENN Entertainment, Inc. - Registration Statement on Form S-8
Ladies and Gentlemen:
We are acting as counsel to PENN Entertainment, Inc. (f/k/a Penn National Gaming, Inc,), a Pennsylvania corporation (the “Company”), in connection with its registration statement on Form S-8 (the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”) relating to the proposed issuance of
up to 8,197,275 shares of common stock, par value $0.01 per share of the Company (the “Shares”) pursuant to the PENN Entertainment, Inc. 2022 Long Term Incentive
Compensation Plan, as amended (the “Plan”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K in connection with the
Registration Statement.
For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid
documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic
original documents of all documents submitted to us as copies (including telecopies). As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently
established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.
The opinion expressed below is based on the assumption that the Registration Statement has been filed by the Company with the Securities and Exchange Commission and will have become effective before any of the Shares are issued, and that persons
acquiring the Shares will do so strictly in accordance with the terms of the Plan and will receive a prospectus containing all the information required by Part I of the Registration Statement before acquiring such Shares. The opinion is also based
on the assumption that the Shares will continue to be duly and validly authorized on the dates that the Shares are issued to participants pursuant to the terms of the Plan and, upon the issuance of any of the Shares, the total number of shares of
common stock of the Company issued and outstanding, after giving effect to such issuance of such Shares, will not exceed the total number of shares of common stock that the Company is then authorized to issue under its Articles of Incorporation, as
amended.
This opinion letter is based as to matters of law solely on the Pennsylvania Business Corporation Law, as amended. We express no opinion herein as to any other laws, statutes, ordinances, rules, or regulations.
Based upon, subject to and limited by the foregoing, we are of the opinion that the Shares, when issued pursuant to the Plan in accordance with the terms and conditions thereof (including, where applicable, the payment of any exercise price, the
satisfaction of any vesting or forfeiture restrictions and the achievement of applicable performance goals), will be validly issued, fully paid, and nonassessable.
This opinion letter has been prepared for use in connection with the Registration Statement. We assume no obligation to advise you of any changes in the foregoing subsequent to the effective date of the Registration Statement
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required by Section 7 of the Act.
Very truly yours,
/s/ Ballard Spahr LLP
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of PENN Entertainment, Inc. of our report dated February
27, 2025 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in PENN Entertainment, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2024.
/s/ PricewaterhouseCoopers LLP
Las Vegas, Nevada
August 7, 2025
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of
our report dated February 22, 2024 (February 27, 2025 as to the modified presentation of operating and finance leases discussed in Note 2 and as to Note 17), relating to the consolidated financial statements of PENN Entertainment, Inc. and
subsidiaries appearing in the Annual Form 10-K of PENN Entertainment, Inc. for the year ended December 31, 2024 and incorporated by reference from Registration Statement No. 333-265637 and Registration Statement No. 333-272723 on Form S-8
of PENN Entertainment, Inc.
/s/ Deloitte & Touche LLP
Philadelphia, Pennsylvania
August 7, 2025
Exhibit 107
CALCULATION OF FILING FEE TABLE
FORM S-8
(Form Type)
(Exact Name of Registrant as Specified in its Charter)
Table I: Newly Registered Securities
| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | ||||||||||||||||
| | | | | $ | $ | | $ | ||||||||||||||||
| Total Offering Amounts | $ | $ | |||||||||||||||||||||
| Total Fee Offsets | |||||||||||||||||||||||
| Net Fee Due | $ | ||||||||||||||||||||||
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover an indeterminate number of additional shares of Common Stock of PENN Entertainment, Inc. (the “Registrant”) that may, with respect to the shares of Common Stock registered hereunder, become issuable under the Registrant’s 2022 Long Term Incentive Compensation Plan, as amended, by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration, which results in an increase in the number of the Registrant’s outstanding shares of Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee pursuant
to Rules 457(c) and (h) under the Securities Act, on the basis of the average of the high and low prices per share of the Common Stock as reported on The Nasdaq Stock Market LLC on August 1, 2025.
(3) Estimated solely for the purpose of calculating the registration fee pursuant to
Rule 457(o) under the Securities Act. Calculated in accordance with Section 6 of the Securities Act and Rule 457 under the Securities Act by multiplying 0.00015310 and the proposed maximum aggregate offering price.