Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We have established and maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports that we file under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, evaluated and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) as of December 31, 2024. Based on these evaluations, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures required by Rules 13a-15(e) and 15d-15(e) were effective as of December 31, 2024, at a reasonable assurance level.
Management’s Annual Report on Internal Control over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) or 15d-15(f) promulgated under the Exchange Act. 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 Organizations 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, 2024, which follows below.
Changes in 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.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Caesars Entertainment, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Caesars Entertainment, Inc., and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated February 25, 2025, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ DELOITTE & TOUCHE LLP
Las Vegas, Nevada
February 25, 2025
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Item 9B. Other Information
Rule 10b5-1 Trading Plans
For the three months ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this Item is hereby incorporated by reference to our definitive Proxy Statement for our Annual Meeting of Stockholders (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.
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 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.
Item 11. Executive Compensation
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 30, 2025, pursuant to Regulation 14A under the Securities Act.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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))
(a) (b) (c)
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.
Item 13. Certain Relationships and Related Transactions, and Director Independence
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 30, 2025, pursuant to Regulation 14A under the Securities Act.
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Item 14. Principal Accounting Fees and Services
The information about aggregate fees billed to us by our principal accountant, Deloitte & Touche LLP (PCAOB ID No. 34 ) is incorporated herein 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.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)(i) Financial Statements
Included in Part II ( Item 8 ) of this Annual Report on Form 10-K:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 202 4 and 20 2 3
Consolidated Statements of Operations for the Years Ended December 31, 202 4 , 202 3 and 20 2 2
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 202 4 , 202 3 and 20 2 2
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 202 4 , 202 3 and 20 2 2
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022
Notes to Consolidated Financial Statements
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)(ii) Exhibits
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Exhibit
Number
Description of Exhibit Method of Filing
2.1 Agreement and Plan of Merger, dated as of June 24, 2019, by and among Caesars Entertainment Corporation, Eldorado Resorts, Inc. and Colt Merger Sub, Inc.
Previously filed on Form 8-K filed on June 25, 2019.
2.2 Amendment No. 1 to Agreement and Plan of Merger, dated as of August 15, 2019, by and among Caesars Entertainment Corporation, Eldorado Resorts, Inc. and Colt Merger Sub, Inc.
Previously filed on Form 8-K filed on August 16, 2019.
3.1 Amended and Restated Certificate of Incorporation of Caesars Entertainment, Inc.
Previously filed on Form 8-K filed on June 16, 2023.
3.2 Amended and Restated Bylaws of Caesars Entertainment, Inc.
Previously filed on Form 8-K filed on August 1, 2022.
4.1 Description of Capital Stock
Filed herewith.
4.2
Indenture (8.125% CEI Senior Notes due 2027) dated as of July 6, 2020, by and between Colt Merger Sub, Inc. and U.S. Bank National Association, as trustee.
Previously filed on Form 8-K filed on July 7, 2020.
4.3
First Supplemental Indenture, dated as of July 20, 2020, to Indenture (8.125% CEI Senior Notes due 2027), 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.
Previously filed on Form 8-K filed on July 21, 2020.
4.4
Second Supplemental Indenture, dated as of June 4, 2021, 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.
Previously filed on Form 10-K filed on February 22, 2023.
4.5
Third Supplemental Indenture, dated as of November 3, 2023, 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.
Previously filed on Form 10-K filed on February 20, 2024.
4.6
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.
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. Bank National Association, as trustee.
Previously filed on Form 8-K filed on September 27, 2021.
4.8 First Supplemental Indenture, dated as of October 4, 2022, 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.
Previously filed on Form 8-K filed on October 5, 2022.
4.9 Second Supplemental Indenture, dated as of November 3, 2023, 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.
Previously filed on Form 10-K filed on February 20, 2024.
4.10
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.
4.11
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. 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 6, 2023.
4.12
First Supplemental Indenture (7.00% CEI Senior Secured Notes due 2030), dated as of March 24, 2023, 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.
Previously filed on Form 10-Q filed on May 3, 2023.
4.13
Second Supplemental Indenture (7.00% CEI Senior Secured Notes due 2030), dated as of November 3, 2023, 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.
Previously filed on Form 10-K filed on February 20, 2024.
4.14
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.
4.15
Indenture (6.50% CEI Senior Secured Notes due 2032), 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 8-K filed on February 7, 2024.
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Exhibit
Number
Description of Exhibit Method of Filing
4.16
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.
4.17
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.
4.18
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
Previously filed on Form 8-K filed on July 21, 2020.
10.2 Third Amendment to Lease, dated as of September 30, 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.
Previously filed on Form 10-Q filed on November 9, 2020.
10.3 Fourth Amendment to Lease, dated as of November 18, 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.
Previously filed on Form 10-K on March 1, 2021.
10.4 Fifth Amendment to Lease, dated as of September 3, 2021, by and among CPLV Property Owner LLC, Claudine Propco LLC, Propco TRS LLC, Desert Palace LLC, CEOC, LLC and Harrah’s Las Vegas, LLC.
Previously filed on Form 10-Q on November 5, 2021.
10.5 Sixth Amendment to Lease, dated as of November 1, 2021, by and among CPLV Property Owner LLC, Claudine Propco LLC, Propco TRS LLC, Desert Palace LLC, CEOC, LLC and Harrah’s Las Vegas, LLC.
Previously filed on Form 10-K filed on February 24, 2022.
10.6 Guaranty, dated as of July 20, 2020, by and among Eldorado Resorts, Inc., CPLV Property Owner LLC and Claudine Propco LLC.
Previously filed on Form 8-K filed on July 21, 2020.
10.7**
Fifth Amendment to Lease (Non-CPLV) (which includes a conformed copy of the Regional Lease through the Fifth Amendment), dated as of July 20, 2020, by and among the entities listed on Schedule A attached thereto, Harrah’s Atlantic City LLC, New Laughlin Owner LLC, Harrah’s New Orleans LLC, the entities listed on Schedule B attached thereto, Harrah’s Atlantic City Operating Company, LLC, Harrah’s Laughlin, LLC, Jazz Casino Company, L.L.C. and Propco TRS LLC.
Previously filed on Form 8-K filed on July 21, 2020.
10.8** Sixth Amendment to Lease, dated as of September 30, 2020, by and among the entities listed on Schedules A and B thereto and Propco TRS LLC.
Previously filed on Form 10-Q filed on November 9, 2020.
10.9 Seventh Amendment to Lease, dated as of November 18, 2020, by and among the entities listed on Schedules A and B thereto and Propco TRS LLC.
Previously filed on Form 10-K on March 1, 2021.
10.10 Eighth Amendment to Lease, dated as of September 3, 2021, by and among the entities listed on Schedule A and B thereto and Propco TRS LLC.
Previously filed on Form 10-Q on November 5, 2021.
10.11 Ninth Amendment to Lease, dated as of November 1, 2021, by and among the entities listed on Schedules A and B thereto and Propco TRS LLC.
Previously filed on Form 10-K filed on February 24, 2022.
10.12 Tenth Amendment to Lease (Regional), dated as of December 30, 2021, by and among the entities listed on Schedules A and B thereto and Propco TRS LLC.
Previously filed on Form 10-K filed on February 24, 2022.
10.13 Eleventh Amendment to Lease, dated as of August 25, 2022, by and among the entities listed on Schedules A and B thereto and Propco TRS LLC.
Previously filed on Form 10-Q filed on November 2, 2022.
10.14
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.
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Exhibit
Number
Description of Exhibit Method of Filing
10.15
Guaranty of Lease, dated as of July 20, 2020, by and among Eldorado Resorts, Inc. and the entities listed on Schedule A thereto (Regional).
Previously filed on Form 8-K filed on July 21, 2020.
10.16**
Second Amendment to Lease (Joliet) (which includes a conformed copy of the Joliet Lease through the Second Amendment), dated as of July 20, 2020, by and among Harrah’s Joliet Landco LLC, Des Plaines Development Limited Partnership, CEOC, LLC and Propco TRS LLC.
Previously filed on Form 8-K filed on July 21, 2020.
10.17**
Third Amendment to Lease, dated as of September 30, 2020, by and among Harrah’s Joliet Landco LLC, Des Plaines Development Limited Partnership, CEOC, LLC and Propco TRS LLC.
Previously filed on Form 10-Q filed on November 9, 2020.
10.18
Fourth Amendment to Lease, dated as of November 18, 2020, by and among Harrah’s Joliet Landco LLC, Des Plaines Development Limited Partnership, CEOC, LLC and Propco TRS LLC.
Previously filed on Form10-K on March 1, 2021.
10.19 Fifth Amendment to Lease, dated as of September 3, 2021, by and among Harrah’s Joliet Landco LLC, Des Plaines Development Limited Partnership, CEOC, LLC and Propco TRS LLC.
Previously filed on Form 10-Q on November 5, 2021
10.20 Sixth Amendment to Lease, dated as of November 1, 2021, by and among Harrah’s Joliet Landco LLC, Des Plaines Development Limited Partnership, CEOC, LLC and Propco TRS LLC.
Previously filed on Form 10-K filed on February 24, 2022.
10.21
Guaranty, dated as of July 20, 2020, by and between Eldorado Resorts, Inc. and Harrah’s Joliet Landco LLC.
Previously filed on Form 8-K filed on July 21, 2020.
10.22*
Right of First Refusal Agreement, dated as of July 20, 2020, by and between Eldorado Resorts, Inc. and VICI Properties L.P. (Las Vegas Strip).
Previously filed on Form 8-K filed on July 21, 2020.
10.23
Right of First Refusal Agreement, dated as of July 20, 2020, by and between Eldorado Resorts, Inc. and VICI Properties L.P. (Horseshoe Baltimore).
Previously filed on Form 8-K filed on July 21, 2020.
10.24
Second Amendment to Golf Course Use Agreement, dated as of July 20, 2020, by and among Rio Secco LLC, Cascata LLC, Chariot Run LLC, Grand Bear LLC, Caesars Enterprise Services, LLC, CEOC, LLC and, solely for purposes of Section 2.1(c) thereof, Caesars License Company, LLC.
Previously filed on Form 8-K filed on July 21, 2020.
10.25* Amended and Restated Put-Call Right Agreement, dated as of July 20, 2020, by and among Claudine Propco, LLC and Eastside Convention Center, LLC.
Previously filed on Form 8-K filed on July 21, 2020.
10.26* Second Amended and Restated Put-Call Right Agreement entered into as of September 18, 2020 by and among Claudine Propco LLC and Caesars Convention Center Owner, LLC.
Previously filed on Form 8-K filed on September 18, 2020.
10.27
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).
Previously filed on Form 8-K filed by Caesars Holdings, Inc. on July 21, 2020.
10.28
Credit Agreement, dated as of July 20, 2020, by and among Eldorado Resorts, Inc., the lenders party thereto from time to time, JPMorgan Chase Bank, N.A., as administrative agent, and U.S. Bank National Association, as collateral agent.
Previously filed on Form 8-K filed on July 21, 2020.
10.29
Incremental Assumption Agreement No. 1, dated as of July 20, 2020, by and among Eldorado Resorts, Inc., the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.
Previously filed on Form 8-K filed on July 21, 2020.
10.30
First Amendment to Credit Agreement, dated as of November 10, 2021, by and between Caesars Entertainment, Inc. and JPMorgan Chase Bank, N.A., as administrative agent.
Previously filed on Form 8-K filed on November 10, 2021.
10.31
Second Amendment to Credit Agreement, dated as of January 26, 2022, by and between Caesars Entertainment, Inc. and JPMorgan Chase Bank, N.A., as administrative agent.
Previously filed on Form 8-K filed on January 27, 2022.
10.32
Third Amendment to Credit Agreement, dated as of October 5, 2022, by and among Caesars Entertainment, Inc., the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.
Previously filed on Form 8-K filed on October 5, 2022.
10.33
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.
10.34
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.
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Exhibit
Number
Description of Exhibit Method of Filing
10.35*
Incremental Assumption Agreement No. 2, dated as of February 6, 2023, by and among Caesars Entertainment, Inc., the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.
Previously filed on Form 8-K filed on February 6, 2023.
10.36*
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.
Previously filed on Form 8-K filed on February 7, 2024.
10.37
Caesars Entertainment Corporation Amended and Restated Escrow Agreement, dated as of December 12, 2016, between Caesars Entertainment Corporation and Wells Fargo Bank, N.A.
Previously filed on Form 8-K filed by Caesars Holdings, Inc. on October 13, 2017.
10.38
Amended and Restated Casino Operating Contract, dated April 1, 2020, by and between Jazz Casino Company, L.L.C. and the State of Louisiana, by and through the Louisiana Gaming Control Board.
Previously filed on Form 8-K filed by Caesars Holdings, Inc. on April 6, 2020.
10.39
First Amendment to the Amended and Restated Casino Operating Contract, made and entered into as of April 9, 2020, and made effective as of April 1, 2020, by and between Jazz Casino Company, L.L.C. and the State of Louisiana, by and through the Louisiana Gaming Control Board.
Previously filed on Form 8-K/A filed by Caesars Holdings, Inc. on April 14, 2020.
10.40†
Caesars Entertainment Corporation Executive Supplemental Savings Plan III.
Previously filed on Form S-8 filed by Caesars Holdings, Inc. on December 13, 2018.
10.41†
Caesars Entertainment Corporation Outside Director Deferred Compensation Plan.
Previously filed on Form S-8 filed by Caesars Holdings, Inc. on December 13, 2018.
10.42†
Caesars Entertainment, Inc. Second Amended and Restated 2015 Equity Incentive Plan
Previously filed on Form 8-K filed on June 14, 2024.
10.43†
Form of Director Indemnification Agreement.
Previously filed on Form 10-Q filed on November 9, 2020.
10.44†
Form of Director Restricted Stock Unit Award Agreement pursuant to the Eldorado Resorts, Inc. 2015 Equity Incentive Plan.
Filed herewith
10.45†
Form of Restricted Stock Unit Award Agreement (Ti me-Based) pursuant to the Amended & Restated 2015 Equity Incentive Plan.
Filed herewith
10.46†
Form of Restricted Stock Unit Award Agreement Performance-Based ( E BITDA ) pursuant to the Amended & Restated 2015 Equity Incentive Plan.
Filed herewith
10.47†
Form of Restricted Stock Unit Award Agreement Performance-Based (TSR) pursuant to the Amended & Restated 2015 Equity Incentive Plan.
Filed herewith
10.48†
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.
10.49†
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.
10.50†
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
10.51†
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.
10.52†
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.
10.53†
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.
10.54†
Restricted Stock Unit Award Agreement by and between Caesars Entertainment, Inc. and Thomas R. Reeg dated February 25, 2022.
Previously filed on Form 8-K filed on March 1, 2022.
10.55†
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.
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Exhibit
Number
Description of Exhibit Method of Filing
10.56†
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.
10.57†
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.
10.58†
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.
10.59
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.
10.60
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.
Previously filed on Form 10-K filed on February 20, 2024.
14.1
Code of Ethics and Business Conduct
Filed herewith.
19.1
Policy on Insider Information and Insider Trading
Filed herewith.
21.1
Subsidiaries of the Registrant
Filed herewith.
23.1 Consent of Deloitte & Touche LLP
Filed herewith.
31.1 Certification of Thomas R. Reeg pursuant to Rule 13a-14a and Rule 15d-14(a)
Filed herewith.
31.2 Certification of Bret Yunker pursuant to Rule 13a-14a and Rule 15d-14(a)
Filed herewith.
32.1 Certification of Thomas R. Reeg in accordance with 18 U.S.C. Section 1350
Filed herewith.
32.2 Certification of Bret Yunker in accordance with 18 U.S.C. Section 1350
Filed herewith.
97.1
Policy Relating to Recovery of Erroneously Awarded Compensation
Filed herewith.
99.1 Gaming and Regulatory Overview
Filed herewith.
101.1 Inline XBRL Instance Document Filed herewith.
101.2 Inline XBRL Taxonomy Extension Schema Document Filed herewith.
101.3 Inline XBRL Taxonomy Extension Calculation Linkbase Document Filed herewith.
101.4 Inline XBRL Taxonomy Extension Definition Linkbase Document Filed herewith.
101.5 Inline XBRL Taxonomy Extension Label Linkbase Document Filed herewith.
101.6 Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed herewith.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Filed herewith.
______________________
† Denotes a management contract or compensatory plan or arrangement.
* 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.
Item 16. Form 10-K Summary
None.
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SIGNATURES
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.
CAESARS ENTERTAINMENT, INC.
By: /s/ Thomas R. Reeg
Dated: February 25, 2025 Thomas R. Reeg
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Thomas R. Reeg Chief Executive Officer (Principal Executive Officer) and Director February 25, 2025
Thomas R. Reeg
/s/ Bret Yunker Chief Financial Officer (Principal Financial Officer) February 25, 2025
Bret Yunker
/s/ Stephanie D. Lepori Chief Administrative and Accounting Officer (Principal Accounting Officer) February 25, 2025
Stephanie D. Lepori
/s/ Gary L. Carano Executive Chairman of the Board February 25, 2025
Gary L. Carano
/s/ Bonnie Biumi Director February 25, 2025
Bonnie Biumi
/s/ Jan Jones Blackhurst Director February 25, 2025
Jan Jones Blackhurst
/s/ Frank J. Fahrenkopf Jr. Director February 25, 2025
Frank J. Fahrenkopf Jr.
/s/ Kim Harris Jones Director February 25, 2025
Kim Harris Jones
/s/ Don Kornstein Director February 25, 2025
Don Kornstein
/s/ Courtney Mather Director February 25, 2025
Courtney Mather
/s/ Michael E. Pegram Director February 25, 2025
Michael E. Pegram
/s/ David P. Tomick Director February 25, 2025
David P. Tomick
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