Caesars (CZR) CEO Reeg logs major RSU vesting, trust and personal share changes

Rhea-AI Filing Summary

Caesars Entertainment (CZR) CEO and director Thomas Reeg reported multiple equity award vestings and related share transactions on January 29, 2026. Restricted stock units converting into common stock on a one-for-one basis vested from grants made in 2023, 2024, and 2025 under the Amended and Restated 2015 Equity Incentive Plan.

An irrevocable family trust associated with Reeg acquired 67,185 shares through option-style RSU conversions at $0 and had 26,438 shares withheld at $21.28 per share to cover taxes, ending with 362,231 indirectly held common shares. Reeg directly acquired 49,269 shares at $0 and had 19,388 shares withheld at $21.28 for taxes, finishing with 270,300 directly held common shares plus 6,240 shares held indirectly in a 401(k) plan. Following these transactions, 34,639 restricted stock units remained indirectly held by the trust and 98,540 restricted stock units were held directly.

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^*

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)
01/29/2026

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	01/29/2026		M		67,185	A	$0	388,669	I	By Irrevocable Family Trust(1)
Common Stock	01/29/2026		F		26,438	D	$21.28	362,231	I	By Irrevocable Family Trust(1)
Common Stock	01/29/2026		M		49,269	A	$0	289,688	D
Common Stock	01/29/2026		F		19,388	D	$21.28	270,300	D
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
Restricted Stock Units	(2)	01/29/2026		M			32,546	(3)	(3)	Common Stock	32,546	$0	0	I	By Irrevocable Family Trust
Restricted Stock Units	(2)	01/29/2026		M			34,639	(4)	(4)	Common Stock	34,639	$0	34,639	I	By Irrevocable Family Trust
Restricted Stock Units	(2)	01/29/2026		M			49,269	(5)	(5)	Common Stock	49,269	$0	98,540	D

Explanation of Responses:

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

2. Restricted stock units convert into common stock on a one-for-one basis.

3. Restricted stock units were granted on January 27, 2023, pursuant to the Amended and Restated 2015 Equity Incentive Plan. This installment vested on January 29, 2026. The restricted stock units do not expire.

4. Restricted stock units were granted on January 26, 2024, pursuant to the Amended and Restated 2015 Equity Incentive Plan. This installment vested on January 29, 2026. The restricted stock units do not expire.

5. Restricted stock units were granted on January 24, 2025, pursuant to the Amended and Restated 2015 Equity Incentive Plan. This installment vested on January 29, 2026. The restricted stock units do not expire.

Remarks:

	/s/ Jill Eaton, by power of attorney	02/02/2026
	** 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 did Caesars Entertainment (CZR) CEO Thomas Reeg report in this Form 4?

Thomas Reeg reported vesting of restricted stock units and related share transactions. On January 29, 2026, multiple RSU grants vested and converted into common stock, with some shares withheld at $21.28 per share to satisfy tax obligations, affecting both direct and trust-held positions.

How many Caesars Entertainment (CZR) shares are indirectly held through the irrevocable family trust?

The irrevocable family trust reported 362,231 Caesars common shares after the transactions. On January 29, 2026, it acquired 67,185 shares at $0 from RSU conversions and had 26,438 shares withheld for taxes at $21.28 per share, resulting in this updated indirect common stock balance.

What is Thomas Reeg’s direct Caesars Entertainment (CZR) common stock holding after these transactions?

Reeg directly held 270,300 Caesars common shares after January 29, 2026. He acquired 49,269 shares upon RSU conversion at $0 exercise price, with 19,388 shares withheld at $21.28 per share for taxes, leaving this updated direct ownership figure in common stock.

What restricted stock units remain outstanding for Caesars Entertainment (CZR) CEO Thomas Reeg?

After the reported vesting, 34,639 RSUs are indirectly held and 98,540 RSUs are held directly. These units, granted in 2023, 2024, and 2025, convert into Caesars common stock on a one-for-one basis and do not expire under the company’s 2015 equity incentive plan.

At what price were Caesars Entertainment (CZR) shares withheld for taxes in this filing?

Shares were withheld at $21.28 per Caesars common share to cover taxes. The irrevocable family trust had 26,438 shares withheld at this price, and Thomas Reeg directly had 19,388 shares withheld at the same price in connection with vesting restricted stock units.

What equity awards vested for Caesars Entertainment (CZR) CEO Thomas Reeg on January 29, 2026?

Installments from three RSU grants vested on January 29, 2026. Awards granted on January 27, 2023, January 26, 2024, and January 24, 2025 under the Amended and Restated 2015 Equity Incentive Plan vested and converted into Caesars common stock on a one-for-one basis.