Caesars Entertainment, Inc. — Director's Dealing 2023

Jan 5, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Caesars Entertainment, Inc. (CZR)
CIK: 0001590895
Period of Report: 2023-01-01

Reporting Person: Carano Gary L. (Director, Exec. Chairman of the Board)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-01-01	Common Stock	M	34169	—	Acquired	245994	Direct
2023-01-03	Common Stock	F	10045	$42.26	Disposed	235949	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-01-01	Restricted Stock Unit	$	M	34169	Disposed		Common Stock (34169.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8604325	Indirect
Common Stock	40000	Indirect

Footnotes

F1: 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.

F2: Restricted stock units convert into common stock on a one-for-one basis.

F3: The restricted stock units were granted on January 24, 2020, 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 was previously determined by the Board of the Issuer on February 23, 2022. These restricted stock units vested on January 1, 2023.