Performance grant lifts Caesars (CZR) CEO stake despite tax withholding

Rhea-AI Filing Summary

Caesars Entertainment, Inc. Chief Executive Officer Thomas Reeg reported equity compensation and related tax withholding transactions in company common stock. He acquired 25,629 shares on February 17, 2026 through the vesting of performance-based restricted stock units that were granted on January 27, 2023 under the Amended and Restated 2015 Equity Incentive Plan. The Board determined the achievement level of these awards in connection with the filing of the annual report on Form 10-K, and the earned units immediately vested and settled into common stock on a one-for-one basis.

On the same date, 10,086 shares were disposed of at $18.95 per share to satisfy tax obligations associated with the award, a tax-withholding disposition rather than an open-market sale. Following these transactions, Reeg directly owned 285,843 shares of common stock. He also reported indirect holdings of 362,231 shares through an irrevocable family trust and 6,240 shares through a 401(k) plan, reflecting additional beneficial ownership through these entities.

Insights

Equity compensation and governance analyst

CEO received performance-based stock, with part withheld in shares for taxes.

Caesars Entertainment granted CEO Thomas Reeg 25,629 common shares upon vesting of performance-based restricted stock units from a January 27, 2023 grant. The Board set the achievement level effective with the February 17, 2026 Form 10-K, triggering immediate vesting and share settlement.

To cover tax liabilities, 10,086 shares were disposed of at $18.95 per share via a tax-withholding mechanism, not an open-market sale. After these transactions, Reeg directly held 285,843 shares, with additional indirect ownership reported through an irrevocable family trust and a 401(k) plan.

The activity appears consistent with standard performance-based executive compensation and associated tax withholding. Future company filings may further detail ongoing equity awards and any additional vesting outcomes tied to performance objectives.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Reeg Thomas

(Last) (First) (Middle)

C/O CAESARS ENTERTAINMENT, INC.

100 WEST LIBERTY STREET 12TH FLOOR

(Street)

RENO NV 89501

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Caesars Entertainment, Inc. [ CZR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	02/17/2026		A		25,629	A	$0	295,929	D
Common Stock	02/17/2026		F		10,086	D	$18.95	285,843	D
Common Stock								362,231	I	By Irrevocable Family Trust(2)
Common Stock								6,240	I	By 401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The restricted stock units were granted on January 27, 2023, pursuant to the Amended and Restated 2015 Equity Incentive Plan, subject to achievement of specified performance objectives. The level at which such restricted stock units were determined to have been achieved, as reported on this Form 4, was determined by the Board of the Issuer effective with the filing of the annual report on Form 10-K on February 17, 2026. Pursuant to the terms of the grant, the earned restricted stock units immediately vested and settled in common stock, on a one-for-one basis.

2. Represents indirect ownership by Irrevocable Family Trust for units granted to Family LLC.

Remarks:

	/s/ Jill Eaton, by power of attorney	02/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What equity award did Caesars (CZR) CEO Thomas Reeg report on this Form 4?

Thomas Reeg reported the vesting of 25,629 shares of Caesars common stock from performance-based restricted stock units granted on January 27, 2023. The Board confirmed performance achievement with the Form 10-K filing, and the earned units immediately vested and settled into common shares one-for-one.

Did the Caesars (CZR) CEO sell any shares in the open market in this Form 4?

No open-market sale was reported. Instead, 10,086 Caesars common shares were disposed of at $18.95 per share to satisfy tax obligations tied to the vested award. This tax-withholding disposition uses shares to pay taxes rather than a discretionary stock sale.

How many Caesars (CZR) shares does CEO Thomas Reeg own directly after these transactions?

After the reported award and tax-withholding disposition, Thomas Reeg directly owns 285,843 shares of Caesars common stock. This reflects the net result of receiving 25,629 shares from vested restricted stock units and using 10,086 shares to cover associated tax liabilities.

What indirect Caesars (CZR) shareholdings did the CEO report on this Form 4?

The filing shows indirect ownership of 362,231 Caesars common shares through an irrevocable family trust and 6,240 shares through a 401(k) plan. These positions indicate additional beneficial ownership beyond his direct holdings, attributed to entities associated with his personal financial arrangements.

What performance conditions were tied to the Caesars (CZR) CEO’s restricted stock units?

The restricted stock units were subject to specified performance objectives under the Amended and Restated 2015 Equity Incentive Plan. The Board determined the achievement level effective with the February 17, 2026 Form 10-K filing, after which the earned units immediately vested and settled into common stock.

How was the vesting date for the Caesars (CZR) CEO’s equity award determined?

Although the units were originally granted on January 27, 2023, vesting was tied to performance results. The Board set the final achievement level effective with the Form 10-K filed on February 17, 2026, causing the earned restricted stock units to vest and convert into common shares that day.