| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 16, 2026, Jesse Lynn and Ted Papapostolou informed the Executive Chairman of the Board of Directors (the “Board”) of Caesars Entertainment, Inc., a Delaware corporation (the “Company”), that they have decided to resign from the Board effective immediately. The Icahn Group also waived their right to appoint replacement directors under the Director Appointment and Nomination Agreement, dated March 17, 2025.
Supplemental Disclosures to the Definitive Proxy Statement
The supplemental information contained in this Current Report on Form 8-K (this “Current Report”) supplements the disclosures contained in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 25, 2026 (the “Definitive Proxy Statement”), which should be read in its entirety.
As previously disclosed, on May 27, 2026, the Company, Fertitta Gaming Holdco, LLC, a Nevada limited liability company (“Fertitta Entertainment”), Empire Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of Fertitta Entertainment (“Merger Sub”), Landry’s Fertitta, LLC, a Texas limited liability company (“Guarantor”) solely for the purposes of Section 9.14 therein, and Hospitality Headquarters, Inc., a Texas corporation, solely for the purposes of Section 9.14(j) therein, entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and direct wholly owned subsidiary of Fertitta Entertainment (the “Merger”).
Second Request
On September 14, 2026, the Company and Fertitta Entertainment each received a request for additional information and documentary materials (the “Second Request”) from the Federal Trade Commission (the “FTC”) in connection with the FTC’s review of the Merger. The effect of the Second Request is to extend the waiting period imposed by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), until 30 days after each of the Company and Fertitta Entertainment has substantially complied with the Second Request issued to it, unless that period is extended voluntarily by the parties or terminated sooner by the FTC.
The Company and Fertitta Entertainment intend to continue to work cooperatively with the FTC in its review of the Merger. Completion of the Merger remains subject to the expiration or termination of the waiting period under the HSR Act and the satisfaction or waiver of the other closing conditions specified in the Merger Agreement.
Clarification Regarding Internet and Telephone Proxy Deadline
The Company is also providing this supplemental disclosure to clarify the deadline applicable to stockholders of record who wish to submit or change a proxy through the Internet or by telephone. Although the Definitive Proxy Statement includes references to 11:59 p.m. Pacific Time on September 21, 2026, the correct deadline is 11:59 p.m. Eastern Time (8:59 p.m. Pacific Time) on September 21, 2026, as reflected on the accompanying proxy card. Accordingly, each reference in the Definitive Proxy Statement to “11:59 p.m. Pacific Time” as the deadline for submitting or changing a proxy through the Internet or by telephone should instead be read as “11:59 p.m. Eastern Time (8:59 p.m. Pacific Time).”
Stockholders whose shares are held through a broker, bank or other nominee should follow the voting instructions and applicable deadlines provided by that broker, bank or other nominee. Any proxy previously and properly submitted by a stockholder remains valid and will be voted as instructed unless it is subsequently revoked or superseded.
Except as expressly supplemented by this Current Report, the Definitive Proxy Statement remains unchanged. This Current Report should be read together with the Definitive Proxy Statement in its entirety.
Certain Information Regarding Participants
The Company and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from its stockholders in respect of the proposed transaction under the rules of the SEC. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of the Company’s stockholders in connection with the proposed transaction is set forth in the Definitive Proxy Statement. You may also find additional information regarding the names, affiliations and interests of the Company’s directors and executive officers in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on February 17, 2026, the Company’s definitive proxy statement for its 2026 annual meeting of stockholders, which was filed with the SEC on April 23, 2026, and, to the extent holdings of the Company’s securities by its directors or executive officers have changed since the amounts set forth in the Company’s definitive proxy statement for its 2026 annual meeting of stockholders, such changes have been or will be reflected on Initial Statement of Beneficial Ownership of Securities on Form 3, Statement of Changes in Beneficial Ownership on Form 4, or Annual Statement of Changes in Beneficial Ownership on Form 5 filed with the SEC. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the Definitive Proxy Statement and other relevant materials filed with the SEC regarding the proposed transaction. Investors should read the Definitive Proxy Statement in its entirety before making any voting or investment decisions.
