Gary L. Carano of Caesars (CZR) awarded 15,553 restricted stock units

Rhea-AI Filing Summary

Caesars Entertainment executive chair Gary L. Carano received an equity award of 15,553 restricted stock units (RSUs). The RSUs were granted on January 23, 2026 under the Amended and Restated 2015 Equity Incentive Plan at a price of $0 per unit.

Each RSU converts into one share of Caesars common stock. The award will vest in three equal installments on January 29, 2027, January 29, 2028, and January 29, 2029, if the vesting conditions are met. After this grant, Carano beneficially owns 15,553 RSUs 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^*

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)
01/23/2026

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

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	(1)	01/23/2026		A		15,553		(2)	(2)	Common Stock	15,553	$0	15,553	D

Explanation of Responses:

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

2. Restricted stock units were granted on January 23, 2026, pursuant to the Amended and Restated 2015 Equity Incentive Plan and will vest in equal installments on each of January 29, 2027, January 29, 2028, and January 29, 2029. The restricted stock units do not expire.

Remarks:

	/s/ Jill Eaton, by power of attorney	01/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Caesars Entertainment (CZR) report for Gary L. Carano?

Caesars Entertainment reported a grant of 15,553 restricted stock units to Executive Chairman Gary L. Carano. The units were awarded on January 23, 2026 under the company’s Amended and Restated 2015 Equity Incentive Plan as part of his equity compensation.

How many restricted stock units did Gary L. Carano receive from Caesars Entertainment (CZR)?

Gary L. Carano received 15,553 restricted stock units from Caesars Entertainment. Each unit represents the right to receive one share of common stock, subject to vesting over three annual installments through January 29, 2029, as long as the vesting conditions are satisfied.

At what price were the Caesars Entertainment (CZR) restricted stock units granted to Gary L. Carano?

The restricted stock units granted to Gary L. Carano were issued at a price of $0 per unit. This is typical for RSU awards, which represent contingent rights to receive shares rather than an immediate stock purchase transaction in the open market.

When do Gary L. Carano’s Caesars Entertainment (CZR) RSUs vest?

Gary L. Carano’s restricted stock units vest in three equal installments. Vesting dates are January 29, 2027, January 29, 2028, and January 29, 2029, subject to the terms and conditions of the Amended and Restated 2015 Equity Incentive Plan.

How do Gary L. Carano’s Caesars Entertainment (CZR) RSUs convert into common stock?

Each restricted stock unit granted to Gary L. Carano converts into one share of Caesars Entertainment common stock. Conversion occurs upon vesting, meaning the RSUs settle into actual shares as the scheduled vesting dates are reached under the plan.

How many Caesars Entertainment (CZR) derivative securities does Gary L. Carano hold after this grant?

Following this RSU grant, Gary L. Carano beneficially owns 15,553 derivative securities in the form of restricted stock units. These are held directly and represent potential future shares, assuming they vest according to the plan’s schedule and conditions.