Carano Gary L. 4

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.