Equity award vests for Caesars Entertainment (CZR) CAO Lepori

Rhea-AI Filing Summary

Caesars Entertainment chief accounting and administrative officer Stephanie Lepori reported performance-based equity vesting and related tax withholding. She acquired 3,986 shares of common stock at $0.00 per share from earned restricted stock units granted in 2023. To cover taxes, 1,569 shares were disposed of at $18.95 per share, leaving her with 81,650 directly held 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^*

Lepori Stephanie

(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)
	CAO and Chief Admin 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		3,986	A	$0	83,219	D
Common Stock	02/17/2026		F		1,569	D	$18.95	81,650	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.
* 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 transactions did Caesars Entertainment (CZR) report for Stephanie Lepori?

Caesars Entertainment reported that CAO and Chief Administrative Officer Stephanie Lepori acquired 3,986 shares through a performance-based stock award and disposed of 1,569 shares to satisfy tax obligations, resulting in 81,650 shares of common stock held directly afterward.

How many Caesars Entertainment (CZR) shares did Stephanie Lepori acquire and at what price?

Stephanie Lepori acquired 3,986 shares of Caesars Entertainment common stock at a price of $0.00 per share. These shares came from restricted stock units granted in January 2023 that vested after performance objectives were certified by the board in February 2026.

Why did Stephanie Lepori dispose of Caesars Entertainment (CZR) shares in this Form 4?

The Form 4 shows a disposition of 1,569 Caesars Entertainment shares coded “F,” meaning shares were delivered to cover exercise price or tax liabilities. This transaction represents tax-withholding disposition tied to the vesting of previously granted restricted stock units.

What is Stephanie Lepori’s Caesars Entertainment (CZR) share ownership after these transactions?

After the reported transactions, Stephanie Lepori directly holds 81,650 shares of Caesars Entertainment common stock. This balance reflects receipt of 3,986 shares from vested restricted stock units and the tax-related disposition of 1,569 shares on the same transaction date.

What were the terms of the Caesars Entertainment (CZR) restricted stock units that vested?

The restricted stock units were granted on January 27, 2023 under the Amended and Restated 2015 Equity Incentive Plan, subject to specified performance objectives. Once the board determined achievement levels with the Form 10-K filing, the earned units vested and settled one-for-one in common stock.

How was the performance level for Stephanie Lepori’s Caesars (CZR) award determined?

The performance level for Stephanie Lepori’s restricted stock units was determined by Caesars Entertainment’s board effective with filing the annual report on Form 10-K on February 17, 2026. Based on that determination, the earned units immediately vested and were settled in common stock.