PENN Entertainment files special committee report on board litigation

PENN Entertainment Inc. (NASDAQ: PENN) filed a special litigation committee report with the U.S. District Court for the Eastern District of Pennsylvania on November 26, 2025, according to a company filing.

The report addresses a lawsuit filed by HG Vora Capital Management, LLC and other plaintiffs who claim PENN's board of directors breached fiduciary duties when it reduced the number of Class II directors from three to two.

PENN's board established the special litigation committee to investigate the claims and determine appropriate action. The committee consists of two independent individuals who are not board members and are supported by independent outside counsel.

The special litigation committee concluded that the board acted on an informed basis, in good faith and in PENN's best interests when it reduced the overall board size from nine to eight directors. The committee determined it would not be in PENN's best interests to pursue the derivative claims brought by HG Vora or take other action related to the allegations.

The filing was made in connection with the case HG Vora Capital Management, LLC, et al. v. PENN Entertainment, Inc., et al., No. 5:25-cv-02313 in the Eastern District of Pennsylvania.

PENN submitted the information as a Current Report on Form 8-K to the Securities and Exchange Commission, noting the information is being furnished rather than filed under securities regulations.

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