Caesars (CZR) director granted 10,369 deferred RSUs

Rhea-AI Filing Summary

Caesars Entertainment director Lynn Jesse received 10,369 restricted stock units on January 23, 2026. These are fully vested awards granted under the Amended and Restated 2015 Equity Incentive Plan at a price of $0 per unit.

The units convert into Caesars common stock on a one-for-one basis. Jesse has elected to defer actual receipt of the underlying shares until separation from service on the board under the outside director deferred compensation plan, and the restricted stock units do not expire.

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

OMB APPROVAL

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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^*

LYNN JESSE

(Last) (First) (Middle)

C/O CAESARS ENTERTAINMENT, INC.

100 W. LIBERTY ST., 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
	Officer (give title below)		Other (specify below)

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		10,369		(2)	(2)	Common Stock	10,369	$0	10,369	D

Explanation of Responses:

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

2. Fully vested restricted stock units were granted on January 23, 2026, pursuant to the Amended and Restated 2015 Equity Incentive Plan. The reporting person has elected to defer receipt of these shares until his separation from service on the board of directors under the Issuer's outside director deferred compensation plan. 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).
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FAQ

What insider transaction did Caesars (CZR) report for director Lynn Jesse?

Caesars reported that director Lynn Jesse received 10,369 restricted stock units as equity compensation. The grant was made on January 23, 2026, is fully vested, and was issued at a price of $0 per unit under the company’s 2015 Equity Incentive Plan.

How many Caesars (CZR) restricted stock units were granted to Lynn Jesse?

Lynn Jesse was granted 10,369 restricted stock units. These units convert into Caesars common stock on a one-for-one basis, are fully vested at grant, and represent a form of non-cash equity compensation reported in the Form 4 filing.

When will Lynn Jesse receive Caesars (CZR) shares from these restricted stock units?

Lynn Jesse elected to defer receipt of Caesars shares until separation from service on the board. The restricted stock units remain outstanding until that time under the issuer’s outside director deferred compensation plan and do not have an expiration date.

Do the restricted stock units granted to Lynn Jesse in Caesars (CZR) have an expiration date?

The restricted stock units granted to Lynn Jesse do not expire. They remain outstanding and will convert into Caesars common stock on a one-for-one basis, with delivery deferred until Jesse’s separation from service on the board of directors.

Under which plan were Lynn Jesse’s Caesars (CZR) restricted stock units granted?

The 10,369 restricted stock units were granted under Caesars Entertainment’s Amended and Restated 2015 Equity Incentive Plan. This plan provides equity-based awards to eligible participants, and in this case the grant was fully vested at the time of issuance.