What changed in this filing

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Item 9A. Controls and Procedures

2025-02-25 compared with 2024-02-20 · 92 added, 160 removed, 286 unchanged (47% of the section changed)

8 unchanged sentences

This system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with US GAAP.

Management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated and assessed the effectiveness of our internal control over financial reporting as of the end of the period covered by this Form 10-K Annual Report based upon the framework set forth in the Internal Control-Integrated Framework issued in 2013 by the Committee of Sponsoring Organization of the Treadway Commission.

Based on their evaluation and assessment, they concluded that, as of December 31, 2024, our internal control over financial reporting was effective based on those criteria.

Deloitte & Touche LLP, an independent registered public accounting firm, has issued an attestation report on our internal control over financial reporting as of December 31, 2023, which report follows below.

Changes in Internal Control Over Financial Reporting

As of December 31, 2023, there were no significant changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

As of December 31, 2024, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

31 unchanged sentences

We have adopted a code of ethics and business conduct applicable to all directors and employees, including the Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer.

The code of business conduct and ethics is posted on our website, http://www.caesars.com/corporate (accessible through the “Governance” caption of the Investors page) and a printed copy will be delivered on request by writing to the Corporate Secretary at Caesars Entertainment, Inc., c/o Corporate Secretary, 100 West Liberty Street, 12th Floor, Reno, NV 89501.

The code of ethics and business conduct is posted on our website, http://www.caesars.com/corporate (accessible through the “Governance” caption of the Investors page) and a printed copy will be delivered on request by writing to the Corporate Secretary at Caesars Entertainment, Inc., c/o Corporate Secretary, 100 West Liberty Street, 12th Floor, Reno, NV 89501.

We intend to satisfy the disclosure requirement regarding certain amendments to, or waivers from, provisions of its code of business conduct and ethics by posting such information on our website.

We have adopted an insider trading policy governing the purchase, sale and other dispositions of our securities that applies to our directors, officers, employees and other individuals associated with us.

We believe that our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards.

A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

Executive Compensation

1 unchanged sentence

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item is hereby incorporated by reference to our Proxy Statement, to be filed with the Securities and Exchange Commission no later than April 29, 2024, pursuant to Regulation 14A under the Securities Act.

Certain information required by this Item is hereby incorporated by reference to our Proxy Statement, to be filed with the Securities and Exchange Commission no later than April 30, 2025, pursuant to Regulation 14A under the Securities Act, and is incorporated herein by reference.

Equity Compensation Plan Information

We maintain long-term incentive plans which allow for granting stock-based compensation awards for directors, employees, officers, and consultants or advisers who render services to the Company or its subsidiaries, based on Company Common Stock, including stock options, restricted stock, restricted stock units (“RSUs”), performance stock units (“PSUs”), market-based performance stock units (“MSUs”), stock appreciation rights, and other stock-based awards or dividend equivalents.

Forfeitures are recorded in the period in which they occur.

See Note 12 for a description of our stock-based compensation plans.

The following table sets forth information as of December 31, 2024, with respect to compensation plans under which equity securities that we have authorized for issuance.

Plan Category Number of securities to be issued

upon exercise of outstanding options,

warrants and rights (1)

Weighted average exercise price

of outstanding options,

warrants and rights (2)

Number of securities remaining

available for future issuance under

equity compensation plans (excluding

securities reflected in column (a))

Equity compensation plans approved by security holders 4,162,071 $ — 10,085,318

___________________

(1) Includes unvested RSUs, PSUs, and MSUs only, there were no outstanding options as of December 31, 2024.

(2) RSUs, PSUs, and MSUs do not have an exercise price.

Certain Relationships and Related Transactions, and Director Independence

13 unchanged sentences

Notes to Consolidated Financial Statements

(a)(ii) Financial Statement Schedule

Schedule I—Condensed Financial Information of Registrant Parent Company Only as of December 31, 202 3 and 202 2 and for the Years Ended December 31, 202 3 , 202 2 and 20 21

We have omitted schedules other than the ones listed above because they are not required or are not applicable, or the required information is shown in the financial statements or notes to the financial statements.

(a)(iii) Exhibits

(a)(ii) Exhibits

Description of Exhibit Method of Filing

12 unchanged sentences

Filed herewith.

Indenture (6.25% CEI Senior Secured Notes due 2025) dated as of July 6, 2020, by and between Colt Merger Sub, Inc.

Bank National Association, as trustee and collateral agent.

Previously filed on Form 8-K filed on July 7, 2020.

First Supplemental Indenture, dated as of July 20, 2020, to Indenture (6.25% CEI Senior Secured Notes due 2025), dated as of July 6, 2020, by and among Colt Merger Sub, Inc., Eldorado Resorts, Inc., the subsidiary guarantors party thereto and U.S.

Bank National Association, as trustee and collateral agent.

Previously filed on Form 8-K filed on July 21, 2020.

Second Supplemental Indenture, dated as of June 4, 2021, to Indenture (6.25% CEI Senior Secured Notes due 2025), dated as of July 6, 2020, by and among Caesars Entertainment, Inc., the subsidiary guarantors party thereto and U.S.

Bank National Association, as trustee and collateral agent.

Previously filed on Form 10-K filed on February 22, 2023.

Third Supplemental Indenture, dated as of November 3, 2023, to Indenture (6.250% CEI Senior Secured Notes due 2025), dated as of July 6, 2020, by and among Caesars Entertainment, Inc., the subsidiary guarantors party thereto and U.S.

Bank Trust Company, National Association, as trustee, and U.S.

Bank National Association, as collateral agent.

Previously filed on Form 8-K filed on February 7, 2024.

Indenture (8.125% CEI Senior Notes due 2027) dated as of July 6, 2020, by and between Colt Merger Sub, Inc.

9 unchanged sentences

Bank National Association, as trustee.

Previously filed on Form 10-K filed on February 20, 2024.

Fourth Supplemental Indenture, dated as of August 23, 2024, to Indenture (8.125% CEI Senior Notes due 2027), dated as of July 6, 2020, by and among Caesars Entertainment, Inc., the subsidiary guarantors party thereto and U.S.

Bank National Association, as trustee.

Filed herewith.

Indenture (5.75% CRC Secured Notes due 2025) dated as of July 6, 2020, by and between Colt Merger Sub, Inc., U.S.

Bank National Association, as trustee, and Credit Suisse AG, Cayman Islands Branch, as collateral agent.

Previously filed on Form 8-K filed on July 7, 2020.

First Supplemental Indenture, dated as of July 20, 2020, to Indenture (5.75% CRC Secured Notes due 2025), dated as of July 6, 2020, by and among Colt Merger Sub, Inc., CRC Finco, Inc., Caesars Resort Collection, LLC, the subsidiary guarantors party thereto, U.S.

Bank National Association, as trustee, and Credit Suisse AG, Cayman Islands Branch, as collateral agent.

Previously filed on Form 8-K filed on July 21, 2020.

Second Supplemental Indenture, dated as of August 6, 2021, to Indenture (5.75% CRC Secured Notes due 2025), dated as of July 6, 2020, by and among Caesars Entertainment, Inc., CRC Finco, Inc., Caesars Resort Collection, LLC and U.S.

Bank National Association, as trustee and collateral agent.

Previously filed on Form 8-K filed on August 10, 2021.

4.7 Indenture (4.625% CEI Senior Notes due 2029), dated as of September 24, 2021, by and between Caesars Entertainment, Inc., the guarantors party thereto and U.S.

6 unchanged sentences

Bank National Association, as trustee.

Previously filed on Form 10-K filed on February 20, 2024.

Third Supplemental Indenture, dated as of August 23, 2024, to Indenture (4.625% CEI Senior Notes due 2029), by and among Caesars Entertainment, Inc., the guarantors party thereto and U.S.

Bank National Association, as trustee.

Filed herewith.

Description of Exhibit Method of Filing

Indenture (7.00% Senior Secured Notes due 2030), dated as of February 6, 2023, by and among Caesars Entertainment, Inc., the subsidiary guarantors party thereto, U.S.

9 unchanged sentences

Bank National Association, as Collateral Agent.

Previously filed on Form 10-K filed on February 20, 2024.

Third Supplemental Indenture (7.00% CEI Senior Secured Notes due 2030), dated as of August 23, 2024, to Indenture, dated as of February 6, 2023, by and among Caesars Entertainment, Inc., the subsidiary guarantors party thereto, U.S.

Bank Trust Company, National Association, as Trustee, and U.S.

Bank National Association, as Collateral Agent.

Filed herewith.

3 unchanged sentences

Previously filed on Form 8-K filed on February 7, 2024.

Description of Exhibit Method of Filing

First Supplemental Indenture (6.50% CEI Senior Secured Notes due 2032), dated as of March 1, 2024, to Indenture, dated as of February 6, 2024, by and among Caesars Entertainment, Inc., the subsidiary guarantors party thereto, U.S.

Bank Trust Company, National Association, as Trustee, and U.S.

Bank National Association, as Collateral Agent.

Previously filed on Form 10-Q filed on April 30, 2024.

Second Supplemental Indenture (6.50% CEI Senior Secured Notes due 2032), dated as of August 23, 2024, to Indenture, dated as of February 6, 2024, by and among Caesars Entertainment, Inc., the subsidiary guarantors party thereto, U.S.

Bank Trust Company, National Association, as Trustee, and U.S.

Bank National Association, as Collateral Agent.

Filed herewith.

Indenture (6.00% CEI Senior Notes due 2032) dated as of October 17, 2024, by and among Caesars Entertainment, Inc., the subsidiary guarantors party thereto, and U.S.

Bank Trust Company, National Association, as Trustee.

Previously filed on Form 8-K filed on October 17, 2024.

10.1 Second Amendment to Lease (CPLV) (which includes a conformed copy of the Las Vegas Lease through the Second Amendment), dated as of July 20, 2020, by and among CPLV Property Owner LLC, Claudine Propco LLC, Propco TRS LLC, Desert Palace LLC, CEOC, LLC and Harrah’s Las Vegas, LLC

25 unchanged sentences

Previously filed on Form 10-Q filed on November 2, 2022.

Description of Exhibit Method of Filing

Twelfth Amendment to Lease, dated as of April 7, 2023, by and among the entities listed on Schedules A and B thereto and Propco TRS LLC.

Previously filed on Form 10-Q filed on May 3, 2023.

Description of Exhibit Method of Filing

Guaranty of Lease, dated as of July 20, 2020, by and among Eldorado Resorts, Inc.

28 unchanged sentences

Previously filed on Form 8-K filed on September 18, 2020.

Put-Call Right Agreement entered into as of July 20, 2020 by and between Centaur Propco LLC and Caesars Resort Collection, LLC.

Previously filed on Form 8-K filed on July 21, 2020.

First Amendment to Third Amended and Restated Omnibus License and Enterprise Services Agreement, dated as of July 20, 2020, by and among Caesars Enterprise Services, LLC, CEOC, LLC, Caesars Resort Collection, LLC, Caesars License Company, LLC and Caesars World LLC (including as Exhibit A thereto a conformed copy of the Third Amended and Restated Omnibus License and Enterprise Services Agreement, dated as of December 26, 2018, as amended).

15 unchanged sentences

Previously filed on Form 8-K filed on October 5, 2022.

Fourth Amendment to Credit Agreement, dated as of May 9, 2024, by and among Caesars Entertainment, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

Previously filed on Form 8-K filed on May 9, 2024.

Fifth Amendment to Credit Agreement, dated as of November 25, 2024, by and among Caesars Entertainment, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

Previously filed on Form 8-K filed on November 25, 2024.

Description of Exhibit Method of Filing

Incremental Assumption Agreement No.

1 unchanged sentence

Previously filed on Form 8-K filed on February 6, 2023.

Description of Exhibit Method of Filing

I ncremental Assumption Agreement No.

Incremental Assumption Agreement No.

3, dated as of February 6, 2024, by and among Caesars Entertainment, Inc., the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

17 unchanged sentences

on December 13, 2018.

Eldorado Resorts, Inc.

Amended and Restated 2015 Equity Incentive Plan

Previously filed on Form S-8 POS filed on June 29, 2019.

Caesars Entertainment, Inc.

Second Amended and Restated 2015 Equity Incentive Plan

Previously filed on Form 8-K filed on June 14, 2024.

Form of Director Indemnification Agreement.

Previously filed on Form 10-Q filed on November 9, 2020.

Form of Director Non-Deferred Restricted Stock Unit Award Agreement pursuant to the Eldorado Resorts, Inc.

2015 Equity Incentive

Previously filed on Form 10-K filed on February 28, 2020.

Form of Restricted Stock Unit Award Agreement pursuant to the Amended & Restated 2015 Equity Incentive Plan.

Previously filed on Form 10-K on March 1, 2021.

Form of Restricted Stock Unit Award Agreement Performance-Based (TSR) pursuant to the Amended & Restated 2015 Equity Incentive Plan.

Previously filed on Form 10-K on March 1, 2021.

Form of Restricted Stock Unit Time-Based Award Agreement pursuant to the Eldorado Resorts, Inc.

2015 Equity Incentive Plan.

Previously filed on Form 10-K filed on February 28, 2020.

Form of Director Restricted Stock Unit Award Agreement pursuant to the Eldorado Resorts, Inc.

2015 Equity Incentive Plan.

Previously filed on Registration Statement Form S-1 filed by Eldorado Resorts, Inc.

June 14, 2015.

Form of Performance Stock Unit Award Agreement pursuant to the Eldorado Resorts, Inc.

2015 Equity Incentive Plan.

Previously filed on Form 10-K filed on March 1, 2019.

Amended and Restated Executive Employment Agreement, dated as of January 26 , 202 4 , by and between Caesars Enterprise Services, LLC and Bret Yunker.

Filed herewith

Amended and Restated Executive Employment Agreement, dated as of January 26 , 202 4 , by and between Caesars Enterprise Services, LLC and Stephanie Lepori.

Form of Restricted Stock Unit Award Agreement (Ti me-Based) pursuant to the Amended & Restated 2015 Equity Incentive Plan.

Filed herewith

Amended and Restated Executive Employment Agreement, dated as of January 26 , 202 4 , by and between Caesars Enterprise Services, LLC and Thomas Reeg.

Form of Restricted Stock Unit Award Agreement Performance-Based ( E BITDA ) pursuant to the Amended & Restated 2015 Equity Incentive Plan.

Filed herewith

Form of Restricted Stock Unit Award Agreement Performance-Based (TSR) pursuant to the Amended & Restated 2015 Equity Incentive Plan.

Filed herewith

Amended and Restated Executive Employment Agreement, dated as of August 10, 2022, by and between Caesars Enterprise Services, LLC and Bret Yunker.

Previously filed on Form 10-Q filed on November 2, 2022.

First Amendment to the Amended and Restated Executive Employment Agreement, dated as of January 26, 2024, by and between Caesars Enterprise Services, LLC and Bret Yunker.

Previously filed on Form 10-Q filed on April 30, 2024.

Amended and Restated Executive Employment Agreement, dated as of August 1 0 , 2022, by and between Caesars Enterprise Services, LLC and Stephanie Lepori.

Filed herewith

First Amendment to the Amended and Restated Executive Employment Agreement, dated as of January 26, 2024, by and between Caesars Enterprise Services, LLC and Stephanie Lepori.

Previously filed on Form 10-Q filed on April 30, 2024.

Amended and Restated Executive Employment Agreement, dated as of August 10, 2022, by and between Caesars Enterprise Services, LLC and Thomas Reeg.

Previously filed on Form 10-Q filed on November 2, 2022.

First Amendment to the Amended and Restated Executive Employment Agreement, dated as of January 26, 2024, by and between Caesars Enterprise Services, LLC and Thomas Reeg.

Previously filed on Form 10-Q filed on April 30, 2024.

Restricted Stock Unit Award Agreement by and between Caesars Entertainment, Inc.

2 unchanged sentences

Previously filed on Form 8-K filed on March 1, 2022.

Amended and Restated Executive Employment Agreement, dated as of January 26 , 202 4 , by and between Caesars Enterprise Services, LLC and Anthony Carano.

Filed herewith.

Amended and Restated Executive Employment Agreement, dated as of January 26 , 202 4 , by and between Caesars Enterprise Services, LLC and Edmund L.

Quatmann, Jr.

Filed herewith.

Amended and Restated Executive Employment Agreement, dated as of August 10, 2022, by and between Caesars Enterprise Services, LLC and Anthony Carano.

Previously filed on Form 10-Q filed on November 2, 2022.

Description of Exhibit Method of Filing

First Amendment to the Amended and Restated Executive Employment Agreement, dated as of January 26, 2024, by and between Caesars Enterprise Services, LLC and Anthony Carano.

Previously filed on Form 10-Q filed on April 30, 2024.

Amended and Restated Executive Employment Agreement, dated as of August 10, 2022, by and between Caesars Enterprise Services, LLC and Edmund L.

Quatmann, Jr.

Previously filed on Form 10-Q filed on November 2, 2022.

First Amendment to the Amended and Restated Executive Employment Agreement, dated as of January 26, 2024, by and between Caesars Enterprise Services, LLC and Edmund L.

Quatmann, Jr.

Previously filed on Form 10-Q filed on April 30, 2024.

Amended and Restated Omnibus Amendment to Leases, dated as of October 27, 2020, by and among the entities listed on Schedule A attached thereto CPLV Property Owner LLC, Claudine Propco LLC, Harrah’s Joliet Landco LLC, CEOC, LLC, the entities listed on Schedule B attached thereto, Desert Palace LLC, Harrah’s Las Vegas, LLC, Des Plaines Development Limited Partnership and Propco TRS LLC.

Previously filed on Form 10-Q filed on November 9, 2020.

Third Amended and Restated Master Lease, dated as of No vember 13, 2023 , by and among Tropicana Entertainment, Inc., IOC Black Hawk County, Inc., Isle of Capri Bettendorf, L.C.

Third Amended and Restated Master Lease, dated as of November 13, 2023, by and among Tropicana Entertainment, Inc., IOC Black Hawk County, Inc., Isle of Capri Bettendorf, L.C.

and GLP Capital L.P.

Filed herewith.

Previously filed on Form 10-K filed on February 20, 2024.

Code of Ethics and Business Conduct

Filed herewith.

Policy on Insider Information and Insider Trading

Filed herewith.

Subsidiaries of the Registrant

25 unchanged sentences

† Denotes a management contract or compensatory plan or arrangement.

†† On February 7, 2024, the CEI Senior Secured Notes due 2025 and the related amendments/incremental assumption agreements and the guarantees agreement were terminated.

On February 16, 2024, the CRC Secured Notes due 2025 and the related amendments/incremental assumption agreements and the guarantees agreement were terminated.

* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

** Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because such information is (i) not material and (ii) could be competitively harmful if publicly disclosed.

w Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

Form 10-K Summary

CONDENSED FINANCIAL INFORMATION OF REGISTRANT PARENT COMPANY ONLY

CAESARS ENTERTAINMENT, INC.

CONDENSED BALANCE SHEETS

As of December 31,

(In millions) 2023 2022

Current assets $ 135 $ 188

Investment in and advances to unconsolidated affiliates — 3

Investment in subsidiaries 11,523 10,465

Property and equipment, net 2 4

Long-term intercompany notes

Other long-term assets, net 25 146

Total assets $ 16,086 $ 10,806

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities $ 306 $ 236

Long-term debt 11,199 6,826

Other long-term liabilities 29 31

Total liabilities 11,534 7,093

Total stockholders’ equity 4,552 3,713

Total liabilities and stockholders’ equity $ 16,086 $ 10,806

See accompanying Notes to Condensed Financial Information.

CONDENSED FINANCIAL INFORMATION OF REGISTRANT PARENT COMPANY ONLY

CAESARS ENTERTAINMENT, INC.

CONDENSED STATEMENTS OF OPERATIONS

Years Ended December 31,

(In millions) 2023 2022 2021

Net revenues $ — $ — $ 4

Corporate expense 2 4 43

Depreciation and amortization 2 4 6

Transaction and other costs, net

Total operating expenses ( 22 ) 19 109

Operating income (loss)

22 ( 19 ) ( 105 )

Other expense:

Interest expense ( 507 ) ( 428 ) ( 395 )

Income (loss) on interests in subsidiaries

1,268 ( 492 ) ( 437 )

Loss on extinguishment of debt — — ( 14 )

Other income (loss) 3 40 ( 72 )

Income (loss) from operations before income taxes

786 ( 899 ) ( 1,023 )

Benefit for income taxes

Net income (loss)

$ 786 $ ( 899 ) $ ( 1,019 )

See accompanying Notes to Condensed Financial Information.

CONDENSED FINANCIAL INFORMATION OF REGISTRANT PARENT COMPANY ONLY

CAESARS ENTERTAINMENT, INC.

CONDENSED STATEMENTS OF CASH FLOWS

Years Ended December 31,

(In millions) 2023 2022 2021

Cash flows used in operating activities $ ( 296 ) $ ( 329 ) $ ( 448 )

Cash flows from investing activities

Issuance of long-term intercompany notes

( 4,420 ) — —

Collections from long-term intercompany notes

Purchase of property and equipment, net — — ( 1 )

William Hill Acquisition — — ( 3,938 )

Proceeds from sale of businesses, property and equipment, net of cash sold — 15 —

Proceeds from the sale of investments — 84 89

Cash flows provided by (used in) investing activities ( 4,401 ) 99 ( 3,850 )

Cash flows from financing activities

Proceeds from long-term debt and revolving credit facilities 5,460 750 1,200

Debt issuance and extinguishment costs ( 79 ) ( 12 ) ( 17 )

Repayments of long-term debt and revolving credit facilities ( 1,017 ) ( 89 ) ( 100 )

Net proceeds (repayments) with related parties 189 ( 592 ) 705

Cash paid to settle convertible notes — — ( 367 )

Taxes paid related to net share settlement of equity awards ( 27 ) ( 27 ) ( 45 )

Proceeds from issuance of common stock — 1 3

Cash flows provided by financing activities 4,526 31 1,379

Decrease in cash, cash equivalents, and restricted cash

( 171 ) ( 199 ) ( 2,919 )

Cash, cash equivalents, and restricted cash, beginning of period 316 515 3,434

Cash, cash equivalents, and restricted cash, end of period $ 145 $ 316 $ 515

RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO AMOUNTS REPORTED WITHIN THE CONDENSED BALANCE SHEETS

Cash and cash equivalents in current assets $ 134 $ 185 $ 199

Restricted and escrow cash included in other long-term assets, net

Total cash, cash equivalents and restricted cash $ 145 $ 316 $ 515

See accompanying Notes to Condensed Financial Information.

CONDENSED FINANCIAL INFORMATION OF REGISTRANT PARENT COMPANY ONLY

CAESARS ENTERTAINMENT, INC.

NOTES TO CONDENSED FINANCIAL INFORMATION

Background and basis of presentation

These condensed parent company financial statements have been prepared in accordance with Rule 12-04, Schedule 1 of Regulation S-X, as the restricted net assets of Caesars Entertainment, Inc.

and its subsidiaries exceed 25% of the consolidated net assets of Caesars Entertainment, Inc.

and its subsidiaries (the “Company”).

This information should be read in conjunction with the Company’s consolidated financial statements included elsewhere in this filing.

Restricted net assets of subsidiaries

Certain of the Company’s subsidiaries have restrictions on their ability to pay dividends or make intercompany loans and advances pursuant to financing arrangements and regulatory restrictions.

The amount of restricted net assets the Company’s consolidated subsidiaries held as of December 31, 2023 was approximately $ 4.5 billion .

Such restrictions are on net assets of Caesars Entertainment, Inc.

and its subsidiaries.

The amount of restricted net assets in the Company’s unconsolidated subsidiaries was not material to the financial statements.

Commitments, contingencies, and long-term obligations

For a discussion of the Company’s commitments, contingencies, and long-term obligations under its credit facilities, see Note 11 and Note 12 of the Company’s consolidated financial statements.

Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

17 unchanged sentences

Fahrenkopf Jr.

/s/ Kim Harris Jones Director February 25, 2025

Kim Harris Jones

/s/ Don Kornstein Director February 25, 2025

6 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures