Caesars (CZR) CMO logs RSU share vesting and tax share disposition

Rhea-AI Filing Summary

Caesars Entertainment, Inc. Chief Marketing Officer Josh Jones reported equity award activity involving company common stock. He acquired 2,349 shares at no cost through the vesting of previously granted performance-based restricted stock units, which were settled in stock on a one-for-one basis after the board determined the performance level.

To cover tax obligations related to this vesting, 925 shares were disposed of at a price of $18.95 per share through a tax-withholding transaction, rather than an open-market sale. After these transactions, Jones directly owned 59,507 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^*

Jones Josh

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Marketing 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		2,349	A	$0	60,432	D
Common Stock	02/17/2026		F		925	D	$18.95	59,507	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.
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FAQ

What insider transactions did Caesars (CZR) CMO Josh Jones report?

Josh Jones reported receiving 2,349 Caesars common shares from vested performance-based restricted stock units and disposing of 925 shares for tax withholding. These transactions are equity compensation-related, not open-market buys or sells, and left him with 59,507 directly owned shares.

How many Caesars (CZR) shares did Josh Jones acquire in this Form 4?

Josh Jones acquired 2,349 Caesars common shares at no cash cost through the vesting of performance-based restricted stock units. These units were granted in January 2023 and settled in common stock on a one-for-one basis after the board certified the performance level.

Why were 925 Caesars (CZR) shares disposed of by Josh Jones?

The 925 Caesars shares were disposed of to satisfy tax obligations tied to the vesting of restricted stock units. This tax-withholding disposition, reported at $18.95 per share, is an automatic mechanism, not an open-market sale initiated for investment reasons.

What is Josh Jones’s Caesars (CZR) share ownership after these transactions?

Following the reported grant settlement and tax-withholding disposition, Josh Jones directly owns 59,507 shares of Caesars Entertainment common stock. This figure reflects the net position after receiving 2,349 vested shares and having 925 shares withheld to cover associated tax liabilities.

What do the performance-based restricted stock units for Caesars (CZR) represent?

The performance-based restricted stock units were granted under Caesars’ Amended and Restated 2015 Equity Incentive Plan in January 2023. Their final earned amount depended on specified performance objectives, which the board determined effective with the Form 10-K filing, triggering immediate vesting and share settlement.