Gary L. Carano - Feb 20, 2024 Form 4 Insider Report for Caesars Entertainment, Inc. (CZR)

Role: Exec. Chairman of the Board, Director
Signature: /s/ Jill Eaton, by power of attorney
Stock symbol: CZR
Transactions as of: Feb 20, 2024
Transactions value $: -$165,226
Form type: 4
Date filed: 2/22/2024, 05:27 PM
Previous filing: Jan 31, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CZR	Common Stock	Award	$0	+10.1K	+3.83%	$0.00	273K	Feb 20, 2024	Direct	F1
transaction	CZR	Common Stock	Tax liability	-$165K	-3.97K	-1.45%	$41.65	269K	Feb 20, 2024	Direct
holding	CZR	Common Stock						40K	Feb 20, 2024	By Spouse
holding	CZR	Common Stock						20K	Feb 20, 2024	By Trust
holding	CZR	Common Stock						8.6M	Feb 20, 2024	See Footnote	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The restricted stock units were granted on January 29, 2021, 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 20, 2024. 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.
F2	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.

Content

The restricted stock units were granted on January 29, 2021, 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 20, 2024. 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.

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.