Form 4: Caesars Director Jones Receives 10,369 RSUs

Caesars Entertainment Director Kim Harris Jones was granted 10,369 fully vested Restricted Stock Units, deferring receipt until her board separation.

Summary

• Kim Harris Jones, a Director of Caesars Entertainment, Inc. (CZR), was granted 10,369 Restricted Stock Units (RSUs).
• The transaction date for this grant was January 23, 2026.
• These RSUs convert into common stock on a one-for-one basis and were granted pursuant to the Amended and Restated 2015 Equity Incentive Plan.
• The RSUs are fully vested upon grant, meaning the director immediately has full ownership rights, though physical receipt of shares is deferred.
• The reporting person has elected to defer the actual receipt of these shares until her separation from service on the board of directors, under the Issuer's outside director deferred compensation plan.
• Following this transaction, Kim Harris Jones beneficially owns 10,369 derivative securities (RSUs) directly.
• The price of the derivative security at the time of grant was $0, as it represents an equity award.

Sentiment

Score: 6

Explanation: Slightly positive, as it indicates routine compensation and aligns director interests with shareholders, without any negative implications.

Positives

• The grant of fully vested Restricted Stock Units aligns the director's financial interests with those of the shareholders, promoting long-term value creation.
• The equity incentive plan provides a mechanism for attracting and retaining qualified board members by offering competitive compensation.

Future Outlook

The reporting person has elected to defer the receipt of the common shares underlying these Restricted Stock Units until her separation from service on the board of directors, in accordance with the Issuer's outside director deferred compensation plan.

Management Comments

• Restricted stock units convert into common stock on a one-for-one basis.
• Fully vested restricted stock units were granted on January 23, 2026, pursuant to the Amended and Restated 2015 Equity Incentive Plan.
• The reporting person has elected to defer receipt of these shares until her separation from service on the board of directors under the Issuer's outside director deferred compensation plan. The restricted stock units do not expire.

Industry Context

This transaction represents a routine equity compensation grant to a non-employee director, a common practice in the gaming and hospitality industry, as well as across most publicly traded sectors. Such grants are designed to align the interests of board members with long-term shareholder value.

Comparison to Industry Standards

• Equity grants to non-employee directors, such as these Restricted Stock Units, are a standard compensation practice in publicly traded companies, including those in the gaming and hospitality industry.
• This practice aims to align the financial interests of directors with those of shareholders, a common corporate governance benchmark.
• Specific comparable company or project benchmarks for this particular grant are not detailed within this Form 4 filing.

Corporate Governance

Related Party Transactions

• The grant of 10,369 Restricted Stock Units to Kim Harris Jones, a Director of Caesars Entertainment, Inc., constitutes a transaction between the company and a related party (an insider).

Stakeholder Impact

• Shareholders: The grant of equity to a director aligns their interests with long-term shareholder value, potentially fostering more strategic decision-making.
• Employees: No direct impact on general employees is indicated by this specific filing.
• Customers/Suppliers/Creditors: No direct impact on these stakeholders is indicated by this specific filing.

Next Steps

• The director will receive the common shares underlying the Restricted Stock Units upon her separation from service on the board of directors, as per the deferred compensation plan.

Key Dates

Keywords

Caesars Entertainment, CZR, Restricted Stock Units, RSU, Insider Transaction, Form 4, Equity Grant, Director Compensation, Corporate Governance