Caesars Entertainment, Inc. (CZR) SEC Filings, Jun-Aug 2026

Caesars Entertainment, Inc. has agreed to be acquired by Fertitta Gaming Holdco, LLC in an all-cash merger. Empire Merger Sub, Inc. will merge into Caesars, which will survive as a wholly owned subsidiary of Fertitta Gaming.

Each eligible share of Caesars common stock will be converted into the right to receive $31.00 in cash, plus, if closing occurs after June 26, 2027, an additional $0.007150 per share per day from the first day of the following month until the day before closing, without interest and subject to withholding taxes. Excluded shares, Parent rollover shares and properly perfected dissenting shares will not receive this merger consideration.

The board unanimously approved the merger agreement, determined it to be in the best interests of stockholders, and recommends voting “FOR” the merger proposal, the advisory merger-related compensation proposal, and the adjournment proposal. Approval of the merger proposal requires the affirmative vote of a majority of outstanding shares entitled to vote; failure to vote or abstentions have the same effect as a vote against this proposal.

The consideration represents a premium of 49.25% over the February 25, 2026 unaffected closing price and substantial premiums over 30-, 60- and 90-day VWAPs. PJT Partners LP delivered a fairness opinion to the board regarding the merger consideration. The transaction is backed by committed debt financing facilities totaling several billion dollars and a minimum equity contribution of $2,700 million, and is not subject to a financing condition.

The agreement includes a 45‑day go‑shop period followed by no‑shop restrictions, specified termination rights, a company termination fee of up to $200 million (reduced to $100 million in certain circumstances), and a $450 million reverse termination fee tied primarily to regulatory outcomes. Completion is subject to stockholder approval, antitrust and gaming approvals, and other customary conditions. Following closing, Caesars’ stock will be delisted from NASDAQ and deregistered under the Exchange Act.

Stockholders who do not wish to accept the merger consideration may seek appraisal under Section 262 of the Delaware General Corporation Law, subject to strict procedural requirements. A voting and support agreement covers approximately 8,604,325 shares (about 4.2% of outstanding stock) in favor of the merger.

Caesars Entertainment reported second-quarter 2026 net revenues of $2,993 million, up slightly from 2025, and operating income of $513 million. High interest expense of $573 million drove a net loss attributable to Caesars of $62 million (basic and diluted loss per share $0.30). Adjusted EBITDA was $920 million, with stronger performance in the Regional segment (Adjusted EBITDA $488 million) offsetting softer results in Las Vegas and Caesars Digital.

For the first half of 2026, Caesars generated $5,863 million in net revenues and a net loss attributable to Caesars of $160 million, while producing $675 million in net cash from operating activities. Total assets were $31,742 million and face-value debt $11,807 million, with stockholders’ equity of $3,552 million. On May 27, 2026, Caesars agreed to merge with Fertitta Gaming in an all-cash transaction valuing each share at $31.00 plus a per‑day “ticking fee” if closing occurs after June 26, 2027, and includes a $200 million termination fee payable by Caesars in certain circumstances and a $450 million reverse termination fee payable by Fertitta Gaming in specified regulatory‑related scenarios. If completed, Caesars intends to delist from Nasdaq.

Caesars Entertainment, Inc. reported second-quarter 2026 results with GAAP net revenues of $2,993 million, up from $2,907 million a year earlier. The company recorded a GAAP net loss attributable to Caesars of $62 million, an improvement from a $82 million loss, or $0.30 basic and diluted loss per share.

Consolidated Adjusted EBITDA, a non-GAAP measure, was $920 million versus $955 million in the prior-year quarter, with Regional segment performance improving while Las Vegas and Caesars Digital declined. As of June 30, 2026, cash and cash equivalents were $965 million, total outstanding indebtedness was $11,807 million, and net debt was $10,842 million, with total cash on hand and borrowing capacity of $2,928 million. Caesars also referenced its pending definitive agreement to be acquired by Fertitta Entertainment, Inc., after which its common stock will cease trading on NASDAQ and the company will become private.

Caesars Entertainment, Inc. reported that Board member Courtney Mather has resigned from the Board of Directors effective July 6, 2026. The company states that Mr. Mather’s resignation is not the result of any disagreement with Caesars Entertainment, indicating a routine board change rather than a dispute-driven departure.

CZR-related Form 144 reports proposed and recent open-market sales of Common Stock by multiple holders, including AMT Investments, PEA PEG LLC, and Jacob M. Pegram Irrev Trust.

The excerpt lists specific sale dates and share counts in June 2026 (for example, AMT Investments sold 50,000 shares on 06/02/2026 and multiple additional tranches on 06/08–06/11/2026), with dollar values shown for each trade.

Caesars Entertainment director Michael E. Pegram reported indirect share sales through AMT Investments LLC. On June 11 and 12, 2026, AMT Investments LLC sold a total of 41,697 shares of Caesars common stock in open-market transactions at weighted average prices of about $29.47 per share, reducing its reported holdings to zero. Pegram continues to hold 4,612 shares directly. The filing notes the reported prices are weighted averages across multiple trades within stated price ranges and that Pegram disclaims beneficial ownership of the indirectly held securities except to the extent of any pecuniary interest.

Caesars Entertainment, Inc. reported that shareholders approved all items at its 2026 Annual Meeting held on June 9, 2026. A quorum was present, with holders of 179,300,597 shares of common stock represented in person or by proxy.

Shareholders elected eleven directors, each receiving a majority of votes cast, with most nominees receiving more than 95% of votes cast in favor. An advisory vote to approve named executive officer compensation passed, with 134,624,250 votes for and 22,548,056 against.

Shareholders also ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 178,889,019 votes for, 317,670 against, and 93,908 abstentions.

Caesars Entertainment, Inc. director Michael E. Pegram reported indirect open-market sales of the company’s common stock by entities associated with him. AMT Investments LLC sold 50,000 shares at a weighted average price of $29.4092 on June 10, 2026, 36,027 shares at $29.3072 on June 9, 2026, and 13,973 shares at $29.3595 on June 8, 2026. A trust sold 15,200 shares at $29.2001 on June 8, 2026.

After these trades, AMT Investments LLC held 41,697 shares, the trust held none, and Pegram continued to own 4,612 shares directly as of the last reported direct holding. Earlier, the trust had purchased 2,700 shares at $42.27 and 2,500 shares at $42.80 in May 2023. Footnotes state prices are weighted averages and that Pegram disclaims beneficial ownership except for any pecuniary interest.

Caesars Entertainment, Inc. Chief Legal Officer Edmund L. Quatmann Jr. reported an open-market sale of 81,566 shares of common stock. The shares were sold on June 9, 2026 at a weighted average price of $29.3483 per share, with individual trade prices ranging from $29.30 to $29.41. After this transaction, he directly holds 18,263 Caesars common shares.