Stock award vests for Caesars Entertainment (CZR) chair as shares withheld

Rhea-AI Filing Summary

Caesars Entertainment executive chairman Gary L. Carano reported equity award activity and related tax withholding in company stock. He acquired 2,135 shares of common stock on a grant/award basis at $0.0000 per share, then disposed of 841 shares at $18.95 per share to cover tax obligations.

After these direct transactions on February 17, 2026, his directly held common stock totaled 281,540 shares. The filing also lists significant indirect holdings, including shares owned by Recreational Enterprises, Inc., by his spouse, and by a trust, with a disclaimer of beneficial ownership for the REI shares.

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

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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^*

Carano Gary L.

(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)
	Exec. Chairman of the Board

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		2,135	A	$0	282,381	D
Common Stock	02/17/2026		F		841	D	$18.95	281,540	D
Common Stock								8,604,325	I	By REI(2)
Common Stock								40,000	I	By Spouse
Common Stock								20,000	I	By Trust

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. These shares are owned directly by Recreational Enterprises, Inc. (REI). The reporting person has a direct ownership interest in REI and an indirect ownership interest in REI through the Gary L. Carano S Corporation Trust ("S Corporation Trust") and the Gary L. Carano Qualified S Corporation Trust. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

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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FAQ

What insider transactions did CZR executive chairman Gary L. Carano report?

Gary L. Carano reported a stock award vesting and related tax share withholding. He acquired 2,135 Caesars Entertainment common shares at no cost and disposed of 841 shares at $18.95 per share to satisfy tax obligations, all as direct holdings.

How many Caesars Entertainment (CZR) shares does Gary L. Carano hold directly after this Form 4?

Following the reported transactions, Gary L. Carano directly holds 281,540 shares of Caesars Entertainment common stock. This reflects the net effect of the 2,135-share award acquisition and the 841-share tax-withholding disposition recorded on February 17, 2026.

What was the nature of the 2,135-share award reported by CZR executive chairman?

The 2,135 shares came from performance-based restricted stock units granted on January 27, 2023. After the Board determined achievement levels with the Form 10-K filing on February 17, 2026, the earned units immediately vested and settled into common stock on a one-for-one basis.

Why did Gary L. Carano dispose of 841 CZR shares at $18.95 per share?

The 841-share disposition at $18.95 per share was reported as a tax-withholding transaction. Shares were delivered to cover the exercise price or tax liability associated with the equity award vesting, rather than as an open-market sale for investment purposes.

What indirect holdings of Caesars Entertainment stock are associated with Gary L. Carano?

Indirect holdings include 8,604,325 shares owned by Recreational Enterprises, Inc., 40,000 shares held by his spouse, and 20,000 shares held by a trust. The filing states he disclaims beneficial ownership of the REI shares, despite direct and indirect ownership interests in that entity.

Under which plan were Gary L. Carano’s CZR restricted stock units originally granted?

The performance-based restricted stock units were granted under the Amended and Restated 2015 Equity Incentive Plan. They were awarded on January 27, 2023, subject to specified performance objectives later evaluated by the Board in connection with the company’s Form 10-K filing.