Results of Operations and Financial Condition. Attached and incorporated herein by reference as Exhibit 99.1 is a copy of the press release of the Registrant, dated July 28, 2026 , reporting the Registrant’s financial results for the quarter ended June 30, 2026. The information contained in this Current Report on Form 8-K, including the exhibit furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise incorporat…

Director — Courtney Mather: Mr. Mather resigned from the Board of Directors.

Entry into a Material Definitive Agreement. Merger Agreement On May 27, 2026, Caesars Entertainment, Inc., a Delaware corporation (the “ Company ”), Fertitta Gaming Holdco, LLC, a Texas limited liability company (“ Parent ”), Empire Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of Parent (“ Merger Sub ”), Landry’s Fertitta, LLC, a Texas limited liability company (“ Parent Guarantor ”) solely for the purposes of Section 9.14 therein, and Hospitality Headquarters,…

Results of Operations and Financial Condition. Attached and incorporated herein by reference as Exhibit 99.1 is a copy of the press release of the Registrant, dated April 28, 2026 , reporting the Registrant’s financial results for the quarter ended March 31, 2026. The information contained in this Current Report on Form 8-K, including the exhibit furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise incorpor…

Results of Operations and Financial Condition. Attached and incorporated herein by reference as Exhibit 99.1 is a copy of the press release of the Registrant, dated February 17, 2026 , reporting the Registrant’s financial results for the quarter and year ended December 31, 2025. The information contained in this Current Report on Form 8-K, including the exhibit furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or oth…

Director — Don R. Kornstein: A director resigned from the board without any stated disagreement, representing a standard board departure rather than a senior executive loss.

Results of Operations and Financial Condition. Attached and incorporated herein by reference as Exhibit 99.1 is a copy of the press release of the Registrant, dated October 28, 2025 , reporting the Registrant’s financial results for the quarter ended September 30, 2025. The information contained in this Current Report on Form 8-K, including the exhibit furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise in…

Results of Operations and Financial Condition. Attached and incorporated herein by reference as Exhibit 99.1 is a copy of the press release of the Registrant, dated July 29, 2025 , reporting the Registrant’s financial results for the quarter ended June 30, 2025. The information contained in this Current Report on Form 8-K, including the exhibit furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise incorporat…

Other Events. On June 27, 2025, Caesars Entertainment, Inc. (the “Company”) delivered a notice of conditional full redemption (the “Redemption”) for all of the Company’s outstanding 8.125% Senior Notes due 2027 (the “Notes”) at a redemption price of 100.000% of the principal amount of the Notes, plus accrued and unpaid interest (if any) (the “Redemption Amount”), to be redeemed on July 8, 2025 (or such later date as described below, “Redemption Date”). As of June 26, 2025, there was $545,898,…

Entry into a Material Definitive Agreement. On May 2, 2025, Caesars Entertainment, Inc. (the “Company”) entered into an Amendment to Director Appointment and Nomination Agreement (the “Amendment”) with Carl C. Icahn, Jesse Lynn, Ted Papapostolou, Icahn Partners Master Fund LP, Icahn Offshore LP, Icahn Partners LP, Icahn Onshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P., Icahn Enterprises G.P. Inc, Beckton Corp. and Nakatomi Trading, LLC (collectively, the “Icahn Group”…

Results of Operations and Financial Condition. Attached and incorporated herein by reference as Exhibit 99.1 is a copy of the press release of the Registrant, dated April 29, 2025 , reporting the Registrant’s financial results for the quarter ended March 31, 2025. The information contained in this Current Report on Form 8-K, including the exhibit furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise incorpor…

The provided text is only the standard header for Item 5.02 and does not contain specific details about any actual personnel change.

Entry into a Material Definitive Agreement. On March 17, 2025, Caesars Entertainment, Inc. (the “Company”) entered into a Director Appointment and Nomination Agreement (the “Agreement”) with Carl C. Icahn, Jesse Lynn, Ted Papapostolou, Icahn Partners Master Fund LP, Icahn Offshore LP, Icahn Partners LP, Icahn Onshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P., Icahn Enterprises G.P. Inc, Beckton Corp. and Nakatomi Trading, LLC (collectively, the “Icahn Group”). Pursuant…

Results of Operations and Financial Condition. Attached and incorporated herein by reference as Exhibit 99.1 is a copy of the press release of the Registrant, dated February 25, 2025 , reporting the Registrant’s financial results for the quarter and year ended December 31, 2024. The information contained in this Current Report on Form 8-K, including the exhibit furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or oth…

Entry into a Material Definitive Agreement. On November 25, 2024, Caesars Entertainment, Inc. (the “Company”), a Delaware corporation, entered into a Fifth Amendment to Credit Agreement (the “Amendment”), by and among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”). The Amendment amends the Credit Agreement, dated as of July 20, 2020, by and among the Company, the lenders party thereto from time to time, the Administra…

Creation of a Direct Financial Obligation. The information set forth under

Results of Operations and Financial Condition. Attached and incorporated herein by reference as Exhibit 99.1 is a copy of the press release of the Registrant, dated October 29, 2024 , reporting the Registrant’s financial results for the quarter ended September 30, 2024. The information contained in this Current Report on Form 8-K, including the exhibit furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise in…

Director — Rodney Williams: A director resigned immediately without disagreement, representing a standard board departure rather than a senior executive loss.

Entry into a Material Definitive Agreement. On October 17, 2024, Caesars Entertainment, Inc. (the “Company,” “Caesars,” “we,” “us,” “our” or similar terms), a Delaware corporation, issued $1.1 billion aggregate principal amount of 6.000% Senior Notes due 2032 (the “Notes”) pursuant to an indenture, dated as of October 17, 2024 (the “Indenture”), among the Company, the Subsidiary Guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). Interest o…

Creation of a Direct Financial Obligation. The information set forth under

Other Events. On October 3, 2024, Caesars Entertainment, Inc. (the “Company”), delivered a notice of conditional partial redemption (the “Redemption”) for $1.065 billion of the Company’s outstanding 8.125% Senior Notes due 2027 (the “Notes”) at a redemption price of 102.031% of the principal amount of the Notes, plus accrued and unpaid interest (if any), to be redeemed on October 17, 2024 (or such later date as described below, “Redemption Date”). As of June 30, 2024, there was $1.611 billion…

Regulation FD Disclosure. Proposed Offering of Senior Notes On October 2, 2024, Caesars Entertainment, Inc. (the “Company”) announced the offering of $1.00 billion aggregate principal amount of senior notes due 2032 (the “Offering”). A copy of the press release announcing the Offering is attached hereto as Exhibit 99.1 and is incorporated herein by reference. This Current Report on Form 8-K (this “Report”) does not constitute an offer to sell or the solicitation of an offer to buy any securit…

Other Events. On October 2, 2024, Caesars Entertainment, Inc. (the “Company,” “Caesars,” “we,” “us,” “our” or similar terms) announced the pricing of $1.10 billion aggregate principal amount of 6.000% Senior Notes due 2032 (the “Notes”). A copy of the press release making this announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. This Current Report on Form 8-K (this “Report”) does not constitute an offer to sell or the solicitation of an offer to buy any se…

Other Events. Share Repurchase Authorization During the third quarter of 2024, the Company repurchased 3,872,478 shares of its common stock at a weighted average price per share of $36.38 under the previously disclosed $150 million common stock repurchase program authorized by its board of directors in 2018 (the “2018 Share Repurchase Program”). Following these repurchases, the Company had no remaining shares available for repurchase under the 2018 Share Repurchase Program. The Company’s boar…

Results of Operations and Financial Condition. Attached and incorporated herein by reference as Exhibit 99.1 is a copy of the press release of the Registrant, dated July 30, 2024 , reporting the Registrant’s financial results for the quarter ended June 30, 2024. The information contained in this Current Report on Form 8-K, including the exhibit furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise incorporat…