Carano Gary L. 4

What Happened
Gary L. Carano, Executive Chairman of the Board and a director of Caesars Entertainment, received a grant of 15,553 restricted stock units (RSUs) on January 23, 2026. The award is reported as a derivative grant (price $0.00 on Form 4); the RSUs convert one-for-one into common shares upon vesting. This was an award/compensation grant, not an open-market purchase or sale.

Key Details

• Transaction date: 2026-01-23; Form 4 filed: 2026-01-27 (filed within the SEC’s two-business-day requirement).
• Grant: 15,553 RSUs reported at $0.00 (derivative award). No cash paid.
• Vesting: RSUs vest in equal installments on Jan 29, 2027, Jan 29, 2028, and Jan 29, 2029; the RSUs do not expire. (Footnotes: F1 & F2.)
• Shares owned after the transaction: not specified in the filing.
• No sale or exercise occurred—this is a time‑based equity award, not an immediate liquidity event.

Context
RSUs are a common form of executive compensation that convert to common stock upon meeting vesting conditions; they do not require the insider to buy shares. Such grants represent future potential dilution when they convert to shares at vesting and are routine for compensation—they are not direct buy/sell signals.