Reeg Thomas 4

What Happened

• Reeg Thomas, CEO of Caesars Entertainment (CZR), had restricted stock units (RSUs) vest and convert into 116,454 common shares on January 29, 2026. To satisfy tax withholding, 45,826 of those shares were disposed (sold) at $21.28 per share for proceeds of $975,178 (two withholding transactions of 26,438 and 19,388 shares). Net of the withholding, Thomas received and retained 70,628 newly issued shares. The filing reports the conversions as derivative exercises (code M) and the share disposals for tax withholding as code F.

Key Details

• Transaction date: January 29, 2026; Form 4 filed February 2, 2026.
• RSU conversions (code M): 116,454 shares converted into common stock (one-for-one).
• Tax withholding sales (code F): 26,438 shares and 19,388 shares sold at $21.28 each, totaling $562,601 and $412,577 respectively (combined $975,178).
• Net new shares retained: 116,454 − 45,826 = 70,628 shares.
• Footnotes: F1 indicates indirect ownership via an Irrevocable Family Trust for units granted to a Family LLC. F2–F5 explain the underlying awards are RSUs granted in 2023, 2024, and 2025 that vested on Jan 29, 2026; they convert one-for-one to common stock and do not expire.
• Filing timeliness: Form 4 filed Feb 2, 2026, reporting the Jan 29, 2026 vesting/conversions.

Context

• These transactions reflect RSU vesting and a routine cashless tax-withholding sale to cover payroll/tax obligations — not an open-market sell for diversification. Code breakdown: M = exercise/conversion of derivative (RSU conversion), F = shares withheld/sold to satisfy tax liabilities. Such withholding sales are common when equity awards vest and do not by themselves signal a change in the insider’s view of the company.