Carano Gary L. 4
4 · Caesars Entertainment, Inc. · Filed Feb 19, 2026
Research Summary
AI-generated summary of this filing
Caesars (CZR) Exec Chairman Gary Carano Receives Award — 2,135 Shares
What Happened
Gary L. Carano, Executive Chairman and Director of Caesars Entertainment (CZR), had 2,135 restricted stock units (RSUs settle one-for-one) vest and convert into 2,135 common shares on February 17, 2026. To satisfy tax withholding obligations, 841 of those shares were surrendered at $18.95 per share (total withheld value $15,937), leaving a net issuance of 1,294 shares to Mr. Carano. The RSUs were performance-based awards originally granted January 27, 2023, and were certified as earned by the Board concurrent with the company’s Form 10-K filing.
Key Details
- Transaction date: February 17, 2026.
- Award (code A): 2,135 shares granted/settled at $0.00 acquisition price (RSU settlement).
- Tax withholding (code F): 841 shares disposed at $18.95 each, total $15,937 to satisfy tax liability.
- Net shares issued to insider: 1,294 shares (2,135 − 841).
- Shares owned after transaction: Not specified in the provided filing excerpt.
- Notable footnotes:
- F1 — RSUs were performance-based, granted 1/27/2023, and vested/settled one-for-one after Board certification tied to the 10-K filing.
- F2 — Some shares are owned by Recreational Enterprises, Inc.; Mr. Carano disclaims beneficial ownership of those REI-held shares per the filing.
- Filing timeliness: Report filed Feb 19, 2026 for a Feb 17, 2026 transaction (appears timely under Section 16 reporting rules).
Context
This was not a market purchase or open-market sale but the settlement of previously granted, performance-based RSUs. The 841-share disposition was a routine withholding to cover taxes (common with equity compensation) rather than an open-market sale for cash. For retail investors, awards vesting can indicate compensation realization by insiders but do not by themselves signal a change in insider sentiment about the company’s stock.
Insider Transaction Report
- Award
Common Stock
[F1]2026-02-17+2,135→ 282,381 total - Tax Payment
Common Stock
2026-02-17$18.95/sh−841$15,937→ 281,540 total
- 8,604,325(indirect: By REI)
Common Stock
[F2] - 40,000(indirect: By Spouse)
Common Stock
- 20,000(indirect: By Trust)
Common Stock
Footnotes (2)
- [F1]The restricted stock units were granted on January 27, 2023, pursuant to the Amended and Restated 2015 Equity Incentive Plan, subject to achievement of specified performance objectives. The level at which such restricted stock units were determined to have been achieved, as reported on this Form 4, was determined by the Board of the Issuer effective with the filing of the annual report on Form 10-K on February 17, 2026. Pursuant to the terms of the grant, the earned restricted stock units immediately vested and settled in common stock, on a one-for-one basis.
- [F2]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.