S-3ASR 1 ny20070818x1_s3asr.htm S-3ASR

As filed with the U.S. Securities and Exchange Commission on April 24, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

PENN ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)


Pennsylvania (State or other jurisdiction of incorporation or organization)			23-2234473 (I.R.S. Employer Identification Number)

825 Berkshire Blvd., Suite 200

Wyomissing, Pennsylvania 19610

(610) 373-2400

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Christopher Rogers

Executive Vice President, Chief Strategy and Legal Officer and Secretary

PENN Entertainment, Inc.

825 Berkshire Blvd., Suite 200

Wyomissing, Pennsylvania 19610

(610) 373-2400

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies To:

P. Michelle Gasaway, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

2000 Avenue of the Stars, Suite 200N

Los Angeles, California 90067

(213) 687-5000

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether 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.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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 7(a)(2)(B) of Securities Act. ☐


ABOUT THIS PROSPECTUS			ii
WHERE YOU CAN FIND MORE INFORMATION			1
FORWARD-LOOKING STATEMENTS			2
THE COMPANY			3
INDUSTRY AND MARKET DATA			4
RISK FACTORS			5
USE OF PROCEEDS			6
DESCRIPTION OF COMMON STOCK, PREFERRED STOCK, DEPOSITARY SHARES AND DEBT SECURITIES			7
LEGAL MATTERS			8
EXPERTS			8


Filing Fee Securities and Exchange Commission			$ ⁽¹⁾
Accounting fees and expenses			(2)
Legal fees and expenses			(2)
Transfer Agent, Trustee and Depositary fees and expenses			(2)
Printing and engraving expenses			(2)
Blue Sky fees and expenses			(2)
Rating agency fees			(2)
Listing fees and expenses			(2)
Miscellaneous expenses			⁽²⁾
Total expenses			$ ⁽²⁾


Exhibit No.			Description of Exhibit
1.1*			Form of Underwriting Agreement for any offering of securities.

3.1			Second Amended and Restated Articles of Incorporation of Penn National Gaming, Inc., filed with the Pennsylvania Department of State on October 15, 1996, as amended by the Articles of Amendments to the Amended and Restated Articles of Incorporation filed with the Pennsylvania Department of State on November 13, 1996, July 23, 2001 and December 28, 2007, the Statement with Respect to Shares of Series C Convertible Preferred Stock of Penn National Gaming, Inc., dated as of January 17, 2013, and the Statement with Respect to Shares of Series D Convertible Preferred Stock of Penn National Gaming, Inc., dated as of February 19, 2020, and as further amended and restated by the Second Amended and Restated Articles of Incorporation of Penn National Gaming, Inc. filed with the Pennsylvania Department of State on June 17, 2021 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on June 21, 2021) (SEC File No. 000-24206).

3.1(a)			Articles of Amendment to Second Amended and Restated Articles of Incorporation, effective August 4, 2022 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022) (SEC File No. 000-24206).

3.2			Sixth Amended and Restated Bylaws of the Company, as amended and restated on December 9, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 10, 2025) (SEC File No. 000-24206).

4.1			Specimen certificate for shares of Common Stock, par value of $.01 per share, for Penn National Gaming, Inc. (incorporated by reference to Exhibit 3.6 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2003) (SEC File No. 000-24206).

4.2*			Form of Specimen Preferred Stock Certificate.

4.3*			Form of Deposit Agreement for Depositary Shares.

4.4			Indenture, dated May 14, 2020, between the Company and Computershare Trust Company, N.A. as successor in interest to Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 14, 2020) (SEC File No. 000-24206).

4.5*			Form of Note.

5.1			Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.

5.2			Opinion of Ballard Spahr LLP.

23.1			Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1).

23.2			Consent of Ballard Spahr LLP (included in Exhibit 5.2).

23.3			Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.

23.4			Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.

24.1			Powers of Attorney (included on signature page of this Registration Statement).

25.1			Statement of Eligibility of Computershare Trust Company, N.A. as successor in interest to Wells Fargo Bank, N.A., as Trustee under the Indenture.

107			Filing Fee Table.


			PENN ENTERTAINMENT, INC.

			By:			/s/ Christopher Rogers
			Name:			Christopher Rogers
			Title:			Executive Vice President, Chief Strategy and Legal Officer and Secretary


Signatures	Title	Date


/s/ Jay A. Snowden	President, Chief Executive Officer and Director (Principal Executive Officer)	April 24, 2026
Jay A. Snowden

/s/ Felicia R. Hendrix	Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	April 24, 2026
Felicia R. Hendrix

/s/ David A. Handler	Director, Board Chair	April 24, 2026
David A. Handler

/s/ Heather Ace	Director	April 24, 2026
Heather Ace

/s/ Vimla Black-Gupta	Director	April 24, 2026
Vimla Black-Gupta

/s/ Anuj Dhanda	Director	April 24, 2026
Anuj Dhanda

/s/ Jeffrey Fox	Director	April 24, 2026
Jeffrey Fox

/s/ Johnny Hartnett	Director	April 24, 2026
Johnny Hartnett

/s/ Marla Kaplowitz	Director	April 24, 2026
Marla Kaplowitz

/s/ Carlos Ruisanchez	Director	April 24, 2026
Carlos Ruisanchez

/s/ Jane Scaccetti	Director	April 24, 2026
Jane Scaccetti

/s/ Fabio Schiavolin	Director	April 24, 2026
Fabio Schiavolin

SEC Form S-3ASR filed by PENN Entertainment Inc.