PENN PENN Entertainment Inc

Penn National Gaming, Inc.

Offering of

$300,000,000 Aggregate Principal Amount of

2.75% Convertible Senior Notes due 2026

The information in this pricing term sheet supplements Penn National Gaming, Inc.’s preliminary prospectus supplement, dated May 11, 2020 (the “Preliminary Prospectus Supplement”), including the documents incorporated by reference therein, and the base prospectus dated May 11, 2020, each filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, relating to an offering of convertible senior notes due 2026 (the “Notes Offering”), and supersedes the information in the Preliminary Prospectus Supplement to the extent inconsistent with the information in the Preliminary Prospectus Supplement. Terms used, but not defined, in this pricing term sheet have the respective meanings set forth in the Preliminary Prospectus Supplement. As used in this pricing term sheet, “we,” “our” and “us” refer to Penn National Gaming, Inc. and not to its subsidiaries. Penn National Gaming, Inc. has increased the size of the Notes Offering to $300,000,000 (or $345,000,000 if the underwriters’ over-allotment option is exercised in full). The final prospectus, dated May 11, 2020, relating to the Notes Offering will reflect conforming changes relating to such increase in the size of the Notes Offering. Additionally, Penn National Gaming, Inc. has increased the size of the Concurrent Common Stock Offering described in the Preliminary Offering Prospectus to an aggregate offering size of $300,000,000 (or $45 million of additional Common Stock at the public offering price specified below if the underwriters in the Concurrent Common Stock Offering exercise their option to purchase additional shares of Common Stock in full). The final prospectus, dated May 11, 2020, relating to the Concurrent Common Stock Offering will reflect conforming changes relating to such increase in the aggregate size of the Concurrent Common Stock Offering.

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If such make-whole fundamental change effective date or stock price is not set forth in the table above, then:

·                  if such stock price is between two stock prices in the table above or the make-whole fundamental change effective date is between two dates in the table above, then the number of additional shares will be determined by straight-line interpolation between the numbers of additional shares set forth for the higher and lower stock prices in the table above or the earlier and later dates in the table above, based on a 365- or 366-day year, as applicable; and

·                  if the stock price is greater than $225.00 (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table above are adjusted, as described in the Preliminary Prospectus Supplement under the caption “Description of Notes—Conversion Rights—Increase in Conversion Rate in Connection with a Make-Whole Fundamental Change—Adjustment of Stock Prices and Number of Additional Shares”), or less than $18.00 (subject to adjustment in the same manner), per share, then no additional shares will be added to the conversion rate.

Notwithstanding anything to the contrary, in no event will the conversion rate be increased to an amount that exceeds 55.5555 shares of our common stock per $1,000 principal amount of Notes, which amount is subject to adjustment in the same manner as, and at the same time and for the same events for which, the conversion rate is required to be adjusted pursuant to the provisions described in the Preliminary Prospectus Supplement under the caption “Description of Notes—Conversion Rights—Conversion Rate Adjustments—Generally.”

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We have filed a registration statement (including the Preliminary Prospectus Supplement, dated May 11, 2020 and an accompanying prospectus, dated May 11, 2020) with the Securities and Exchange Commission (the “SEC”) for the Notes Offering to which this communication relates. Before you invest, you should read the Preliminary Prospectus Supplement and the accompanying prospectus in that registration statement and other documents we have filed with the SEC for more complete information about the Issuer, the Notes Offering and the Concurrent Common Stock Offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, we, any underwriter or any dealer participating in the Notes Offering will arrange to send you the Preliminary Prospectus Supplement and prospectus upon request to Goldman Sachs & Co. LLC at Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing Prospectus-ny@ny.email.gs.com or BofA Securities, Inc. at BofA Securities, Inc., 200 North College Street NC1-004-03-43, Charlotte, NC  28255-0001 Attn: Prospectus Department, Toll-free: 1-800-294-1322, E-mail: dg.prospectus_requests@bofa.com.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.

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