Item 8.01 Other Events.

On December 6, 2022, the Board of Directors of PENN Entertainment, Inc. (the "Company") authorized a new $750 million share repurchase program. The new authorization expires on December 31, 2025 and is in addition to the Company's existing $750 million share repurchase program authorized on February 1, 2022 ("February 2022 Authorization"). The Company plans to utilize the remaining capacity under this repurchase plan prior to effecting any repurchases under the new $750 million repurchase program.

Repurchases by the Company are subject to available liquidity, general market and economic conditions, alternate uses for the capital and other factors. Share repurchases may be made from time to time through a 10b5-1 trading plan, open market transactions, block trades or in private transactions in accordance with applicable securities laws and regulations and other legal requirements. There is no minimum number of shares that the Company is required to repurchase and the repurchase programs may be suspended or discontinued at any time without prior notice.

Rule 10b5-1 allows a company to purchase its shares at times when it otherwise might be prevented from doing so under insider trading laws or because of self-imposed trading blackout periods. Under a 10b5-1 plan, the Company's third party broker, subject to the rules and regulations of the Securities and Exchange Commission, will have authority to repurchase the Company's common stock in the open market or through privately negotiated transactions in accordance with the terms of such 10b5-1 plan.

Forward Looking Statements

This Current Report on Form 8-K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified using forward-looking terminology such as "expects," "believes," "estimates," "projects," "intends," "plans," "goal," "seeks," "may," "will," "should," 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 the amount and timing of the Company's potential share repurchases and the Company's available liquidity, general market and economic conditions.

Such statements are all subject to risks, uncertainties and changes in circumstances that could significantly affect the Company's future financial results and business. Accordingly, the Company cautions that the forward-looking statements contained herein are qualified by important factors that could cause actual results to differ materially from those reflected by such statements. Such factors include: the possibility that the Company's repurchase programs may be suspended or discontinued; economic factors and market conditions and their impact on the Company's ability to finance and effect share repurchases; and additional risks and uncertainties described in the Company's Annual Report on Form 10-K for the year ended December 31, 2021, subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, each as filed with the U.S. Securities and Exchange Commission. The Company does not intend to update publicly any forward-looking statements except as required by law. Considering these risks, uncertainties and assumptions, the forward-looking events discussed in this Current Report on Form 8-K may not occur.


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