Caesars (CZR) exec chair exercises RSUs, reports large indirect stake

Rhea-AI Filing Summary

Caesars Entertainment Exec. Chairman Gary L. Carano reported equity award activity on January 29, 2026. He exercised previously granted restricted stock units into 9,223 shares of common stock and had 4,011 shares of common stock withheld at $21.28 per share, typically for tax obligations. After these transactions, he directly held 280,246 shares of Caesars common stock.

In addition to his direct holdings, the filing lists 20,000 shares held by a trust and 40,000 shares held by his spouse. It also reports 8,604,325 shares owned by Recreational Enterprises, Inc. (REI), an entity in which he has ownership interests; he disclaims beneficial ownership of those REI 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^*

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)
01/29/2026

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		9,223	A	$0	284,257	D
Common Stock	01/29/2026		F		4,011	D	$21.28	280,246	D
Common Stock								20,000	I	By Trust
Common Stock								40,000	I	By Spouse
Common Stock								8,604,325	I	See Footnote(1)

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			2,712	(3)	(3)	Common Stock	2,712	$0	0	D
Restricted Stock Units	(2)	01/29/2026		M			2,735	(4)	(4)	Common Stock	2,735	$0	2,735	D
Restricted Stock Units	(2)	01/29/2026		M			3,776	(5)	(5)	Common Stock	3,776	$0	7,553	D

Explanation of Responses:

1. These shares are owned directly by Recreational Enterprises, Inc. (REI). The reporting person has a direct ownership interest in REI and an indirect ownership interest in REI through the Gary L. Carano S Corporation Trust ("S Corporation Trust") and the Gary L. Carano Qualified S Corporation Trust. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

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.
* 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 Gary L. Carano report for Caesars Entertainment (CZR)?

Gary L. Carano reported exercising restricted stock units into 9,223 Caesars common shares and a related withholding of 4,011 shares at $21.28 per share. Following these transactions, he directly held 280,246 Caesars Entertainment common shares, alongside additional indirect holdings through a trust, spouse, and an affiliated corporation.

How many Caesars Entertainment (CZR) shares does Gary L. Carano hold directly after this Form 4?

After the reported transactions, Gary L. Carano directly holds 280,246 shares of Caesars Entertainment common stock. This figure reflects both the 9,223 shares received from restricted stock unit exercises and the 4,011 shares withheld, and represents his post-transaction direct ownership position as of January 29, 2026.

What price was used for the share withholding in Gary L. Carano’s Caesars (CZR) Form 4?

The Form 4 shows 4,011 Caesars Entertainment common shares withheld at a price of $21.28 per share. Such transactions commonly represent shares withheld to cover tax obligations upon vesting or exercise of equity awards, and they reduce the number of shares delivered to the insider.

What restricted stock unit activity did Gary L. Carano report for Caesars Entertainment (CZR)?

Gary L. Carano reported multiple restricted stock unit exercises on January 29, 2026, including blocks of 2,712, 2,735, and 3,776 units converting into common stock on a one-for-one basis. These units were granted under Caesars’ Amended and Restated 2015 Equity Incentive Plan and the vested installments do not expire.

What indirect Caesars Entertainment (CZR) holdings related to Gary L. Carano are disclosed?

Indirect holdings disclosed include 20,000 Caesars shares held by a trust and 40,000 shares held by his spouse, plus 8,604,325 shares owned by Recreational Enterprises, Inc. He has ownership interests in REI but disclaims beneficial ownership of those REI-held Caesars shares for Section 16 reporting purposes.

Who is Recreational Enterprises, Inc. in relation to Gary L. Carano’s Caesars (CZR) holdings?

Recreational Enterprises, Inc. (REI) is identified as the direct owner of 8,604,325 Caesars Entertainment shares. Gary L. Carano has direct and indirect ownership interests in REI through specified trusts, but he expressly disclaims beneficial ownership of the REI-held Caesars shares under Section 16 and related purposes.