HG Vora Challenges PENN Entertainment's Board Reduction Decision, Calls For Shareholder Rights Protection

HG Vora Fights in Court to Have Votes for its Third Director Nominee, William Clifford, Counted

Urges Shareholders to Vote for HG Vora's Three Independent Nominees on the GOLD Proxy Card to Send a Clear Message to PENN's Board that Shareholder-Led Change Is Needed

HG Vora Capital Management, LLC (together with its affiliates, "HG Vora") today issued the following statement regarding the acknowledgement buried in PENN Entertainment, Inc.'s (NASDAQ:PENN) ("PENN" or the "Company") May 19, 2025 letter that it "will continue to consider opportunities to further refresh the Board" after the 2025 Annual Meeting of Shareholders (the "Annual Meeting") to be held on June 17, 2025. On April 25, 2025, PENN's Board unilaterally reduced the number of seats up for election at the Annual Meeting, which HG Vora believes was done to deprive shareholders of their fundamental right to elect three directors of their choosing.

"PENN's statement today reflects its continued and ongoing assault on shareholder rights and demonstrates the lengths this Board will go to entrench itself. PENN's statement suggests that it is going to expand the Board by adding back the seat that it removed last month and unilaterally name a director of its choosing for a three-year term – all after the 2025 Annual Meeting. These self-serving actions have no legitimate corporate purpose and are being done to deprive shareholders of the right to vote or oppose the nomination of a third director. This is simply unacceptable and should not be tolerated.

"HG Vora has nominated a highly qualified third independent director candidate in William Clifford and is now fighting in court for injunctive relief to have all votes for him counted at the Annual Meeting. Accordingly, HG Vora filed a motion on May 14, 2025 for expedited relief and a rapid trial in federal court in Pennsylvania, which PENN is opposing. HG Vora did not seek a preliminary injunction so the Board would not have the excuse to delay the Annual Meeting and avoid seating the other two HG Vora-nominated director candidates – Johnny Hartnett and Carlos Ruisanchez.

"Importantly, because of PENN's history of using the corporate machinery to thwart the will of shareholders, and its track record of value destruction, HG Vora believes shareholders should not tolerate such a manipulation of the electoral process and that PENN's Board has forfeited the right to select directors without shareholder input."

HG Vora encourages all shareholders to review its materials, which are available at www.WinAtPENN.com.