Carano Gary L. 4

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.