Carano Gary L. 4
4 · Caesars Entertainment, Inc. · Filed Feb 2, 2026
Research Summary
AI-generated summary of this filing
Caesars (CZR) Exec Chairman Gary Carano Receives 9,223 RSU Shares
What Happened
Gary L. Carano, Executive Chairman of Caesars Entertainment, had restricted stock units (RSUs) vest on January 29, 2026 and converted into 9,223 common shares (derivative exercise/conversion). To satisfy tax withholding obligations, 4,011 of those shares were surrendered at a withholding value of $21.28 per share for a total of $85,354. Net shares retained from the vesting were 5,212 shares (9,223 acquired minus 4,011 withheld).
Key Details
- Transaction date: January 29, 2026; Form 4 filed February 2, 2026 (filed on the SEC deadline — timely).
- Conversion/Exercise code: M (derivative exercise/conversion of RSUs). Tax withholding code: F.
- Shares reported acquired via RSU conversion: 9,223 @ $0.00 (RSUs convert 1:1 into common stock).
- Shares surrendered for tax withholding: 4,011 @ $21.28 = $85,354.
- Grants/vesting: The shares came from three RSU installments (granted Jan 27, 2023; Jan 26, 2024; Jan 24, 2025) that vested on Jan 29, 2026. The RSUs convert one-for-one and do not expire.
- Ownership note: Some shares are owned by Recreational Enterprises, Inc. (REI); Carano disclaims beneficial ownership for certain shares per the filing.
Context
- This was not an open-market sale or purchase signal of new buying — it reflects routine vesting of previously granted RSUs and the standard tax-withholding surrender of a portion of shares.
- Transaction codes: M = exercised/converted RSUs (derivative); F = shares withheld/paid to satisfy tax liability.
- Filing timeliness: Filed on Feb 2, 2026 for the Jan 29 transaction, which meets the SEC two-business-day Form 4 deadline.
Insider Transaction Report
Form 4
Carano Gary L.
DirectorExec. Chairman of the Board
Transactions
- Exercise/Conversion
Common Stock
2026-01-29+9,223→ 284,257 total - Tax Payment
Common Stock
2026-01-29$21.28/sh−4,011$85,354→ 280,246 total - Exercise/Conversion
Restricted Stock Units
[F2][F3]2026-01-29−2,712→ 0 total→ Common Stock (2,712 underlying) - Exercise/Conversion
Restricted Stock Units
[F2][F4]2026-01-29−2,735→ 2,735 total→ Common Stock (2,735 underlying) - Exercise/Conversion
Restricted Stock Units
[F2][F5]2026-01-29−3,776→ 7,553 total→ Common Stock (3,776 underlying)
Holdings
- 20,000(indirect: By Trust)
Common Stock
- 40,000(indirect: By Spouse)
Common Stock
- 8,604,325(indirect: See Footnote)
Common Stock
[F1]
Footnotes (5)
- [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]Restricted stock units were granted on January 27, 2023, pursuant to the Amended and Restated 2015 Equity Incentive Plan. This installment vested on January 29, 2026. The restricted stock units do not expire.
- [F4]Restricted stock units were granted on January 26, 2024, pursuant to the Amended and Restated 2015 Equity Incentive Plan. This installment vested on January 29, 2026. The restricted stock units do not expire.
- [F5]Restricted stock units were granted on January 24, 2025, pursuant to the Amended and Restated 2015 Equity Incentive Plan. This installment vested on January 29, 2026. The restricted stock units do not expire.
Signature
/s/ Jill Eaton, by power of attorney|2026-02-02