Caesars Entertainment (CZR) CLO equity award vests; shares withheld for tax

Rhea-AI Filing Summary

Caesars Entertainment chief legal officer Edmund L. Quatmann Jr. reported equity compensation activity involving company common stock. He acquired 4,413 shares through the vesting and settlement of previously granted performance-based restricted stock units at no cash cost. These units were granted in January 2023 under the Amended and Restated 2015 Equity Incentive Plan and vested after the board determined the performance level in connection with the Form 10-K filing on February 17, 2026.

On the same date, 1,944 shares were disposed of in a tax-withholding transaction at a price of $18.95 per share to cover tax obligations, rather than an open-market sale. After these transactions, he directly owned 99,829 shares of Caesars Entertainment common stock.

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^*

Quatmann Edmund L Jr

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal 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		4,413	A	$0	101,773	D
Common Stock	02/17/2026		F		1,944	D	$18.95	99,829	D

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.

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 Caesars (CZR) report for Edmund L. Quatmann Jr.?

Caesars reported that Edmund L. Quatmann Jr. acquired 4,413 common shares via vested performance-based restricted stock units and disposed of 1,944 shares to cover taxes. Both transactions involved direct ownership in Caesars Entertainment common stock.

Were the Caesars (CZR) insider transactions open-market buys or sells?

The filing shows no open-market buys or sells. Shares were acquired through vesting of performance-based restricted stock units and disposed of through tax withholding, where 1,944 shares were delivered to cover tax liabilities at $18.95 per share.

How many Caesars (CZR) shares does Edmund L. Quatmann Jr. own after the Form 4?

After these reported transactions, Edmund L. Quatmann Jr. directly owns 99,829 shares of Caesars Entertainment common stock. This reflects the net result of the restricted stock unit vesting and the shares withheld to satisfy related tax obligations.

What equity award vested for Caesars (CZR) chief legal officer on February 17, 2026?

A performance-based restricted stock unit award granted January 27, 2023 vested, resulting in 4,413 earned units settling into Caesars common stock. The board determined achievement levels effective with the Form 10-K filing on February 17, 2026, triggering immediate vesting.

Why were 1,944 Caesars (CZR) shares disposed of in the insider filing?

The 1,944 Caesars shares were disposed of to pay exercise price or tax liabilities by delivering securities at $18.95 per share. This tax-withholding disposition is coded as "F" and is distinct from an open-market sale to third-party buyers.

What plan governs the Caesars (CZR) restricted stock units in this Form 4?

The restricted stock units were granted under the Caesars Entertainment Amended and Restated 2015 Equity Incentive Plan. They were subject to specific performance objectives, and once the board certified results, the earned units vested and settled into common stock on a one-for-one basis.