What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-02-17 compared with 2025-02-25 · 162 added, 266 removed, 415 unchanged (51% of the section changed)

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Caesars Entertainment, Inc., a Delaware corporation, and its subsidiaries, may be referred to as the “Company,” “CEI,” “Caesars,” “we,” “our,” “us,” or the “Registrant.”

We also refer to (i) our Consolidated Financial Statements as our “Financial Statements,” (ii) our Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income (Loss) as our “Statements of Operations,” (iii) our Consolidated Balance Sheets as our “Balance Sheets,” and (iv) our Consolidated Statements of Cash Flows as our “Statements of Cash Flows.” References to numbered “Notes” refer to Notes to our Consolidated Financial Statements included in Item 8 .

We also refer to (i) our Consolidated Financial Statements as our “Financial Statements,” (ii) our Consolidated Balance Sheets as our “Balance Sheets,” (iii) our Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income (Loss) as our “Statements of Operations,” and (iv) our Consolidated Statements of Cash Flows as our “Statements of Cash Flows.” References to numbered “Notes” refer to Notes to our Consolidated Financial Statements included in Item 8 .

The statements in this discussion regarding our expectations of our future performance, liquidity and capital resources, and other non-historical statements are forward-looking statements.

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O ur ticker symbol on the NASDAQ Stock Market is “CZR.”

We currently own, lease or manage an aggregate of 53 domestic properties in 18 states with approximately 51,400 slot machines, video lottery terminals and e-tables, approximately 2,800 table games and approximately 45,600 hotel rooms as of December 31, 2024.

We own, lease or manage an aggregate of 52 domestic properties in 18 states with approximately 51,400 slot machines, video lottery terminals and e-tables, approximately 2,700 table games and approximately 45,600 hotel rooms as of December 31, 2025.

In addition, we have other properties in North America that are authorized to use the brands and marks of Caesars Entertainment, Inc.

Our primary source of revenue is generated by our gaming operations, which includes retail and online sports betting and online gaming.

Our primary source of revenue is generated by our gaming operations, which includes our casino properties, retail and online sports betting and online gaming.

Additionally, we utilize our hotels, restaurants, bars, entertainment, racing, retail shops and other services to attract customers to our properties.

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We periodically divest assets to raise capital or, in previous cases, to comply with conditions, terms, obligations or restrictions imposed by antitrust, gaming and other regulatory entities.

The following is a summary of divestitures completed during the years ended December 31, 2024, 2023 and 2022:

The following is a summary of divestitures completed as of December 31, 2025:

Segment Property/Assets Date Sold Sales Price

Regional Belle of Baton Rouge Casino & Hotel (“Baton Rouge”) May 5, 2022 *

Caesars Digital World Series of Poker (“WSOP”) Trademark

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Las Vegas The LINQ Promenade December 12, 2024 $275 million

Discontinued operations:

N/A William Hill International July 1, 2022 £2.0 billion

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* Not meaningful.

In addition to the divestitures above, the operations of Rio All-Suite Hotel & Casino (“Rio”) were assumed by the lessor on October 2, 2023, and we exited our management agreement with Caesars Dubai on November 16, 2023.

F inancial Statements and Supplementary Data — Note 3 for further discussion on these key transactions and any applicable gain (loss) or impairment charges recorded.

See Note 3 for further discussion on these key transactions and any applicable gain (loss) recorded.

Investments and Partnerships

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We participate evenly with Cordish in the profits and losses of the joint venture, which are included in Transaction and other costs, net on our Statements of Operations.

During the year ended December 31, 2023, we recorded income related to the investment of $64 million, primarily due to the joint venture’s gain on the sale of land.

During the year ended December 31, 2024, we received distributions of $39 million and recorded $11 million of income related to our investment due to the joint venture’s gain on the sale of a land parcel.

As of December 31, 2024 and 2023, our investment in the joint venture was $119 million and $147 million, respectively, and is recorded in Investment in and advances to unconsolidated affiliates on the Balance Sheets.

During the years ended December 31, 2025 and 2024, we received distributions of $23 million and $39 million, respectively, and recorded $19 million and $11 million of income related to our investment due to the joint venture’s gains on the sales of certain land parcels, respectively.

As of December 31, 2025 and 2024, our investment in the joint venture totaled $115 million and $119 million, respectively.

Reportable Segments

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Key Performance Metrics

Our primary source of revenue is generated by our gaming operations, which includes retail and online sports betting and online gaming.

Our primary source of revenue is generated by our gaming operations, which includes our casino properties, retail and online sports betting and online gaming.

Additionally, we utilize our hotels, restaurants, bars, entertainment venues, retail shops, racing and other services to attract customers to our properties.

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The amount of volume we retain, which is not fully controllable by us, is recognized as casino revenues and is referred to as our win or hold.

Slot win percentage is typically in the range of approximately 9% to 11% of slot handle for both the Las Vegas and Regional segments.

Table games hold percentage is typically in the range of approximately 16% to 23% of table games drop in both the Las Vegas and Regional segments.

Slot win percentage is typically in the range of approximately 9% to 11% of slot handle.

Table games hold percentage is typically in the range of approximately 16% to 23% of table games drop.

Sports betting hold is typically in the range of 7% to 11% and iGaming hold typically ranges from 3% to 5%.

In addition, hotel occupancy, which is the average percentage of available hotel rooms occupied during a period, is a key indicator for our hotel business in the Las Vegas segment.

See “Results of Operations” section below.

Complimentary and discounted rooms are treated as occupied rooms in our calculation of hotel occupancy.

The key metrics we utilize to measure our profitability and performance are Adjusted EBITDA and Adjusted EBITDA margin.

Significant Factors Impacting Financial Results

The following summary highlights the significant factors impacting our financial results during the years ended December 31, 2024 and 2023.

Divestitures and Discontinued Operations

• Divestitures and Discontinued Operations – See “ Overview ” section above for detail of properties or assets divested, including related discontinued operations.

• On October 29, 2024, we sold the WSOP trademark to NSUS Group Inc.

(“NSUS”) for total consideration of $500 million which included $250 million in cash at closing and a $250 million note receivable.

As a result of the sale, we recorded a gain of $317 million in Transaction and other costs, net in the Statements of Operations.

Concurrent with signing the sale agreement, we entered into licensing agreements with NSUS that allows us to continue our current operations within the United States, including the WSOP’s live tournament series in Las Vegas for the next 20 years.

• On December 12, 2024, we sold the LINQ Promenade to a joint venture between TPG Real Estate (“TPG”) and the Investment Management Platform of Acadia Realty Trust (“Acadia”) for $275 million, resulting in a gain of $34 million, which was recorded in Transaction and other costs, net in the Statements of Operations.

• The operations of Rio were assumed by the lessor on October 2, 2023, and we exited our management agreement with Caesars Dubai on November 16, 2023.

Financing Transactions

• Debt Transactions – We continue to utilize free cash flow to reduce our leverage, extend the maturity of our outstanding debt, lower interest expense and balance our mix of fixed and variable debt.

Key financing transactions that occurred during the year ended December 31, 2024, are summarized below.

See “ Liquidity and Capital Resources ” for further discussion.

◦ Issued $5.5 billion of aggregate principal debt to repay or extend the maturities of outstanding debt in the amount of $5.5 billion.

◦ Made voluntary repayments of aggregate principal debt in the amount of $400 million using cash on hand.

◦ Reduced the interest rate margins on the CEI Term Loan B and the CEI Term Loan B-1 to 2.25% per annum in the case of any Term SOFR loan and 1.25% per annum in the case of any Base Rate loan.

◦ Caesars Virginia, LLC entered into a $425 million credit facility, utilizing $295 million as of December 31, 2024.

◦ For the year ended December 31, 2024, we recorded extinguishment charges of $89 million as a result of the transactions described above, which is recorded within Loss on extinguishment of debt on the Statements of Operations.

Other Significant Factors

• New Developments – On December 17, 2024, we opened Caesars Virginia, which we partnered with the Eastern Band of Cherokee Indians to develop.

Caesars Virginia is a premier destination resort casino with a 320-room hotel, 1,300 slot machines, 85 live table games, a WSOP Poker Room, a Caesars Sportsbook, a live entertainment theater and 40,000 square feet of meeting and convention space.

We also opened Harrah’s Columbus Nebraska on May 17, 2024.

Harrah’s Columbus Nebraska features a new one-mile horse racing surface, an 18,000-square-foot-casino and sportsbook with more than 400 slot machines and 10 table games, as well as a restaurant and retail space.

• Caesars Sportsbook, Caesars Racebook and iGaming mobile apps – We continue to launch Caesars Sportsbook, Caesars Racebook, and our online and mobile iGaming applications in new jurisdictions upon the receipt of necessary approvals.

Caesars Palace Online Casino launched in August 2023 and Horseshoe Online Casino initially launched in October 2024.

• Income Taxes – As previously disclosed, during the second quarter of 2023, we reversed a portion of a valuation allowance related to deferred tax assets and recorded an income tax benefit of $940 million.

• Economic Factors Impacting Discretionary Spending – Gaming and other leisure activities we offer represent discretionary expenditures which may be sensitive to economic downturns which impacts the behavior among the components of our customer mix differently.

W e also monitor recent trends, including inflation, interest rates, and global hostilities, and the related effects on travel, our customers, and our operations.

• Impairment Charges – During the year ended December 31, 2024, we recognized impairment charges for a total of $302 million.

See “ C ritical Accounting P olicies ” below for further details.

During the year ended December 31, 2023, we recognized impairment charges totaling $95 million.

See “Results of Operations” section below.

Results of Operations

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Corporate and Other Adjusted EBITDA includes corporate overhead costs, which consist of certain expenses, such as:

payroll, professional fees and other general and administrative expenses.

payroll, professional fees, cybersecurity and other general and administrative expenses.

(b) See the “Supplemental Unaudited Presentation of Consolidated Adjusted Earnings before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”)” discussion later in this MD&A for a description of Adjusted EBITDA and a reconciliation of net income (loss) to Adjusted EBITDA.

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Comparisons between 2025 and 2024 are described below.

A discussion of changes in our results of operations between the year ended December 31, 2023 compared to 2022 has been omitted from this Annual Report on Form 10-K and can be found in “ Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations - Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022 ” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

A discussion of changes in our results of operations for the year ended December 31, 2024 compared to 2023 has been omitted from this Annual Report on Form 10-K and can be found in “ Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations ” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Net revenues were as follows:

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Net Revenues $ 11,486 $ 11,245 $ 11,528 $ 241 2.1 % $ (283) (2.5) %

Consolidated net revenues decreased for the year ended December 31, 2024, as compared to the same prior year period, primarily due to the Regional segment being negatively impacted by competition associated with new casino resorts opening in some of our regional markets, construction disruption from renovation projects at certain of our properties, and inclement weather in several of our property locations during the first quarter of 2024.

In addition, net revenues in our Las Vegas segment decreased due to the divestiture of Rio at the end of the third quarter of 2023, and lower table games volume and hold.

These results were partially offset for the year ended December 31, 2024 by higher net revenues from our Caesars Digital segment due to a significant increase in iGaming handle coupled with improved iGaming hold and higher hold in sports betting.

Furthermore, our Regional segment generated incremental revenues from the opening of our temporary gaming facilities at Caesars Virginia and Harrah’s Columbus Nebraska during the second quarter of 2023, followed by the permanent facilities of Harrah’s Columbus Nebraska in May 2024 and Caesars Virginia on December 17, 2024.

Consolidated net revenues increased for the year ended December 31, 2025, as compared to the same prior year period.

The increase in casino revenues was primarily driven by significant growth in iGaming handle coupled with improved iGaming and sports betting hold in our Caesars Digital segment.

The completion of Caesars Virginia’s permanent facility in December 2024 and the renovation and expansion of the rebranded Caesars New Orleans in October 2024 also contributed incremental gaming and non-gaming revenues in 2025.

These increases were partially offset by declines in net revenues in certain competitive markets in our Regional segment and net revenues in our Las Vegas region which was due to lower customer visitation, consistent with city-wide trends, and lower table games hold compared to the same prior year period.

Operating Expenses

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Casino expenses consist primarily of salaries and wages associated with our gaming operations, gaming taxes and marketing and promotions attributable to our Caesars Digital segment.

Casino expenses consist primarily of salaries and wages, gaming taxes, and marketing and advertising costs associated with our gaming operations.

Food and beverage expenses consist principally of salaries and wages and costs of goods sold associated with our food and beverage operations.

Hotel expenses consist principally of salaries and wages, supplies and costs of services associated with our hotel operations.

Other expenses consist principally of salaries and wages and costs of goods sold associated with our retail, entertainment and other operations.

Casino expenses were flat for the year ended December 31, 2024, as compared to the same prior year period, in connection with higher gaming taxes and software costs associated with increased revenues in our Caesars Digital segment, offset in part by lower gaming taxes associated with lower gaming revenues in our Las Vegas and Regional segments.

We continue to strategically manage our marketing and advertising spend to reduce our casino expenses related to our Caesars Digital segment.

Food and beverage expenses have increased mainly due to higher union and non-union wages in addition to increased employee head count in our Las Vegas segment associated with new food and beverage offerings.

We continue to focus on labor efficiencies to manage increased labor costs.

General and administrative expenses include items such as information technology, facility maintenance, utilities, property and liability insurance, expenses for administrative departments such as accounting, compliance, purchasing, human resources, legal, internal audit, and property taxes.

General and administrative expenses also include other marketing expenses indirectly related to our gaming and non-gaming operations.

General and administrative expenses decreased for the year ended December 31, 2024, as compared to the same prior year period, due to lower general advertising expenses and reduced rent expense related to the Rio which was divested at the end of the third quarter of 2023.

Corporate expenses include unallocated expenses such as payroll related expenses, stock-based compensation, professional fees, and other various expenses not directly related to the Company’s operations.

Other expenses consist principally of salaries and wages and costs of goods sold associated with our retail operations, entertainment costs (including professional talent fees), reimbursable management costs and other operations.

Casino expenses increased for the year ended December 31, 2025, as compared to the same prior year period.

Casino expenses, such as gaming taxes, platform costs and processing fees, rose in connection with increased revenues in our Caesars Digital segment.

Additionally, increased gaming tax rates on sports betting wagers and iGaming in certain states took effect on July 1, 2025.

Casino expenses in the Regional segment increased in connection with additional casino revenues and targeted customer reinvestment spend in certain competitive markets.

Increased casino expenses were partially offset by decreased marketing expenses in our Las Vegas segment associated with the Super Bowl held in Las Vegas in the first quarter of 2024.

Food and beverage and hotel expenses have increased due to incremental wages correlating with additional revenues associated with the opening of Caesars Virginia’s permanent facility and the completed renovation and expansion of Caesars New Orleans, as well as higher union and non-union wages.

We continue to focus on labor efficiencies across the enterprise to manage increased labor costs.

Corporate expenses include unallocated expenses such as payroll, inclusive of the annual bonus, stock-based compensation, professional fees, cybersecurity and other various expenses not directly related to the Company’s operations.

Corporate expenses increased for the year ended December 31, 2025, as compared to the same prior year period, primarily driven by an increase in payroll and benefits expense.

Impairment charges for the year ended December 31, 2025 were recorded within our Regional segment as a result of a decrease in projected future cash flows at certain properties primarily due to localized competition.

Impairment charges to a trademark were also recorded due to the performance of our smallest brand in the Las Vegas segment.

Depreciation and amortization expenses increased for the year ended December 31, 2025, as compared to the same prior year period, primarily related to recently completed construction projects.

Transaction and other costs, net for the year ended December 31, 2024 primarily includes non-cash losses on the write down and disposal of assets, gains from the sales of the WSOP trademark and the LINQ Promenade, professional services for transaction and integration costs, various contract exit or termination costs, pre-opening costs in connection with new property openings and expansion projects at existing properties, and non-cash changes in equity method investments.

Transaction and other costs, net for the year ended December 31, 2023 also includes net proceeds received in exchange for participation rights in a potential insurance recovery.

Other Expense

Other expense was as follows:

Transaction and other costs, net primarily includes non-cash losses on the write down and disposal of assets, gains and losses on the sales of certain assets, certain non-recurring litigation reserves, non-recurring asset recoveries, professional services for transaction and integration costs, various contract exit or termination costs, pre-opening costs in connection with new property openings and non-cash changes in equity method investments.

For the year ended December 31, 2025, as compared to the same prior year period, transaction and other costs, net increased primarily due to gains from the sales of the WSOP trademark and the LINQ Promenade recognized in the prior year period.

Other income (expenses)

Other income (expenses) were as follows:

Years Ended December 31, Variance Percent Change Variance Percent Change

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Interest expense, net increased for the year ended December 31, 2024 as compared to the same prior year period primarily due to the annual CPI-based rent escalator and the variable rent adjustment associated with our VICI Leases.

Interest expense associated with our debt instruments is also slightly higher due to our debt mix, partially offset by our continuing efforts to reduce outstanding debt.

An increase in capitalized interest resulting from ongoing construction projects, including our new developments, has also offset the increase in total interest expense.

Interest expense, net decreased for the year ended December 31, 2025, as compared to the same prior year period, primarily due to a reduction in outstanding debt and our strategic shift in our debt mix from higher fixed rate debt to variable rate debt during the first quarter of 2024.

Since September 2024, key borrowing rates have been decreased by the Federal Reserve by 175 basis points resulting in significant decreases in our cash paid for interest on our variable debt.

Decreased interest expense was partially offset by lower capitalized interest for the year ended December 31, 2025, as compared to the same prior year period, due to the completion of construction projects.

See Note 2 to our Financial Statements for the major components of interest expense, net.

For the year ended December 31, 2025, loss on extinguishment of debt was related to the full redemption of the CEI Senior Notes due 2027.

For the year ended December 31, 2024, loss on extinguishment of debt was primarily related to the prepayments of the CEI Senior Secured Notes due 2025 and the Caesars Resort Collection (“CRC”) Senior Secured Notes and the partial prepayments of the CEI Term Loan B and the CEI Senior Notes due 2027.

For the year ended December 31, 2023, loss on extinguishment of debt was primarily related to the prepayments of the CRC Term Loan, the CRC Incremental Term Loan and the Baltimore Term Loan.

Other income for the year ended December 31, 2024 primarily represents a change in estimate of our disputed claims liability.

The income tax provision was $87 million for the year ended December 31, 2024, as compared to an income tax benefit of $888 million for the year ended December 31, 2023.

The income tax benefit was $11 million for the year ended December 31, 2025, as compared to an income tax provision of $87 million for the year ended December 31, 2024.

The reported income tax benefit in 2025 differed from the statutory income tax benefit primarily due to nondeductible goodwill impairments and nondeductible interest expense.

The reported income tax expense in 2024 differed from the statutory income tax benefit primarily due to nondeductible goodwill impairments and write offs and nondeductible interest expense.

The reported income tax benefit in 2023 differed from the statutory income tax benefit primarily due to the partial release of federal and state valuation allowances.

During the second quarter of 2023, we reversed the valuation allowance related to certain deferred tax assets and recorded a one-time income tax benefit of $940 million, as we determined it was more likely than not that a portion of our federal and state deferred tax assets would be realized.

Refer to Item 8.

- Note 14 for the effective income tax rate reconciliation.

See Note 14 to our Financial Statements for the effective income tax rate reconciliation.

Segment comparison for the years ended December 31, 2025, 2024 and 2023

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(a) Prior year gaming volumes include Rio’s table games drop of $70 million and $111 million for the years ended December 31, 2023 and 2022, respectively, and slot handle of $342 million and $530 million for the years ended December 31, 2023 and 2022, respectively.

Our Las Vegas segment’s net revenues, net income, Adjusted EBITDA and Adjusted EBITDA margin decreased for the year ended December 31, 2024, compared to the same prior year period.

Net revenues, net income and gaming volumes were negatively impacted by the divestiture of Rio at the end of the third quarter of 2023.

Casino revenues also declined as a result of lower table games volume and hold.

Entertainment revenues also declined due to the mix of headliner performances in the current year, as compared to prior year.

These decreases were slightly offset by higher hotel and food and beverage revenues associated with improved hotel occupancy, higher room rates and new food and beverage offerings, excluding the impact of the Rio divestiture.

Net income and Adjusted EBITDA in the Las Vegas segment for the year ended December 31, 2024 were also negatively impacted by higher operating costs associated with (a) higher union and non-union wages, (b) increased employee head count associated with new food and beverage offerings and (c) increased promotional costs associated with special events held over the Super Bowl weekend.

We recorded trademark impairment totaling $32 million due to the performance of our smallest brand in the Las Vegas segment for the year ended December 31, 2024.

(a) Prior year gaming volumes include Rio’s table games drop of $70 million and slot handle of $342 million for the year ended December 31, 2023.

Our Las Vegas segment’s net revenues, net income, Adjusted EBITDA and Adjusted EBITDA margin decreased for the year ended December 31, 2025, compared to the same prior year period, primarily due to declines in city-wide visitation trends resulting in lower gaming and non-gaming revenues.

Casino revenues declined as a result of decreased table and slot volumes, coupled with unfavorable table games hold, which remained within the typical range.

Similarly, declines in city-wide visitation resulted in lower hotel occupancy and room rates compared to the prior year period.

Other revenue declined as compared to the same prior year period primarily due to the sale of the LINQ Promenade during the fourth quarter of 2024.

Slot win percentage in the Las Vegas segment during the year ended December 31, 2025 was within our typical range.

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Our Regional segment’s net revenues, net income (loss), Adjusted EBITDA and Adjusted EBITDA margin decreased for year ended December 31, 2024, as compared to the same prior year period, primarily due to the continued impact of competition associated with new casino resorts opening in some of our regional markets and construction disruption from renovation projects at certain of our properties.

Additionally, inclement weather in several of our regional property locations negatively impacted visitor volume in the first quarter of 2024.

The impact of these unfavorable factors was partially offset for the year ended December 31, 2024 by the incremental revenues attributable to Caesars Virginia and Harrah’s Columbus Nebraska that opened temporary facilities during the second quarter in 2023.

The permanent facility of Harrah’s Columbus Nebraska opened in May 2024 following the closure of the temporary facility in March 2024.

The permanent facility of Caesars Virginia opened in December 2024.

Our Regional segment’s net revenues improved for the year ended December 31, 2025, as compared to the same prior year period, primarily due to favorable results from our recently completed Caesars Virginia and Caesars New Orleans development projects.

These increases were partially offset by the continued impact of competition and inclement weather in several of our regional markets, as well as construction disruption in Lake Tahoe.

Adjusted EBITDA and Adjusted EBITDA margin decreased slightly for the year ended December 31, 2025, as compared to the same prior year period, primarily due to increased labor costs and targeted customer reinvestment spend in certain competitive markets.

Net income (loss) decreased for the year ended December 31, 2025, as compared to the same prior year period, primarily due to additional depreciation expense resulting from the recently completed development projects.

As a result of the aforementioned factors impacting certain of our properties in the Regional segment, we recorded impairments totaling $182 million during the year ended December 31, 2025.

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Adjusted EBITDA $ 236 $ 117 $ 38 $ 119 101.7 % $ 79 *

Adjusted EBITDA margin 10.1 % 3.9 % (121.5) % 6.2 pts *

Adjusted EBITDA margin 16.8 % 10.1 % 3.9 % 6.7 pts 6.2 pts

Net income (loss) attributable to Caesars $ 57 $ 269 $ (91) $ (212) (78.8) % $ 360 *

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Promotional and complimentary incentives for poker were $14 million, $13 million and $14 million for the years ended December 31, 2025, 2024 and 2023, respectively.

(b) Caesars Digital generated an additional $979 million, $1.1 billion and $1.2 billion of sports betting handle for the years ended December 31, 2024, 2023 and 2022, respectively, which is not included in this table, for select wholly-owned and third-party operations for which Caesars Digital provides services and we receive all, or a share of, the net profits.

(b) Caesars Digital generated an additional $951 million, $979 million and $1.1 billion of sports betting handle for the years ended December 31, 2025, 2024 and 2023, respectively, which is not included in this table, for select wholly-owned and third-party operations for which Caesars Digital provides services and we receive all, or a share of, the net profits.

Hold related to these operations was 11.8%, 9.3% and 10.4% for the years ended December 31, 2025, 2024 and 2023, respectively.

Sports betting handle includes $40 million, $41 million and $45 million for the years ended December 31, 2025, 2024 and 2023, respectively, related to horse racing and pari-mutuel wagers.

Caesars Digital reflects the operations for retail and online sports betting, iGaming, poker, and horse racing, which includes our Caesars Sportsbook, Caesars Racebook and iGaming mobile apps.

Caesars Digital’s net revenues, net income (loss), Adjusted EBITDA, and Adjusted EBITDA margin improved significantly for the year ended December 31, 2024, as compared to the same prior year period, primarily due to higher iGaming handle and iGaming hold coupled with improved sports betting hold.

The increase was slightly offset by lower sports betting handle.

iGaming handle and iGaming hold improved following the launch of Caesars Palace Online Casino in August 2023 and Horseshoe Online Casino app which initially launched in October 2024.

Despite improved sports betting hold which reflects the benefit of the continued investment in our sports betting platform, hold remained at the lower end of our expected range primarily due to customer friendly sports betting outcomes in the fourth quarter of 2024.

As sports betting and online casinos expand through increased state or jurisdictional legalization, new product launches, and customer adoption, variations in hold percentages and increases in promotional and marketing expenses in highly competitive markets during promotional periods may negatively impact Caesars Digital’s net revenues, net income, Adjusted EBITDA and Adjusted EBITDA margin in comparison to current or prior periods.

Caesars Digital’s net revenues, Adjusted EBITDA, and Adjusted EBITDA margin improved significantly for the year ended December 31, 2025, as compared to the same prior year period, primarily due to higher iGaming handle and iGaming hold coupled with improved sports betting hold.

Net income decreased primarily due to the gain recognized on the sale of the WSOP trademark in the prior year period.

As sports betting and online casinos expand through increased state or jurisdictional legalization, new product launches, and customer adoption, variations in hold percentages and increases in promotional and marketing expenses in highly competitive markets may negatively impact Caesars Digital’s net revenues, net income, Adjusted EBITDA and Adjusted EBITDA margin in comparison to current or prior periods.

Managed and Branded Segment

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Adjusted EBITDA margin 24.0 % 25.9 % 24.8 % (1.9) pts 1.1 pts

Net income (loss) attributable to Caesars $ 71 $ 101 $ (301) $ (30) (29.7) % $ 402 *

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Net income attributable to Caesars $ 68 $ 71 $ 101 $ (3) (4.2) % $ (30) (29.7) %

We manage several properties and license rights to the use of our brands.

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The table below presents the amount included in net revenues and total operating expenses related to these reimbursable costs.

In September 2023, we recorded $25 million of additional other revenue related to the termination of the Caesars Dubai management agreement, which has been excluded from Adjusted EBITDA.

Years Ended December 31, Variance Percent Change Variance Percent Change

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Casino $ (7) $ (6) $ (3) $ (1) (16.7) % $ (3) (100.0) %

Food and beverage (1) — — (1) * — *

Other 2 1 3 1 100.0 % (2) (66.7) %

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Management has historically used Adjusted EBITDA when evaluating operating performance because we believe that the inclusion or exclusion of certain recurring and non-recurring items is necessary to provide a full understanding of our core operating results and as a means to evaluate period-to-period results.

Adjusted EBITDA represents net income (loss) before interest income or interest expense net of interest capitalized, (benefit) provision for income taxes, depreciation and amortization, stock-based compensation expense, (gain) loss on extinguishment of debt, impairment charges, other (income) loss, net income (loss) attributable to noncontrolling interests, transaction costs associated with our acquisitions, developments, and divestitures, and non-cash changes in equity method investments.

Adjusted EBITDA represents net income (loss) before interest income and interest expense net of interest capitalized, (benefit) provision for income taxes, depreciation and amortization, stock-based compensation expense, (gain) loss on extinguishment of debt, impairment charges, other (income) loss, net income (loss) attributable to noncontrolling interests, transaction costs associated with our acquisitions, developments, and divestitures, and non-cash changes in equity method investments.

Adjusted EBITDA also excludes the expense associated with certain of our leases as these transactions were accounted for as financing obligations and the associated expense is included in interest expense.

Adjusted EBITDA is not

a measure of performance or liquidity calculated in accordance with GAAP.

Adjusted EBITDA is not a measure of performance or liquidity calculated in accordance with accounting principles generally accepted in the United States (“GAAP”).

Adjusted EBITDA is unaudited and should not be considered an alternative to, or more meaningful than, net income (loss) as an indicator of our operating performance.

Uses of cash flows that are not reflected in Adjusted EBITDA include capital expenditures, interest payments, income taxes, debt principal repayments, and payments under our leases with affiliates of VICI Properties Inc.

and GLPI, which can be significant.

Uses of cash flows that are not reflected

in Adjusted EBITDA include capital expenditures, interest payments, income taxes, debt principal repayments, distributions to our noncontrolling interest owners and payments under our leases with affiliates of VICI and GLPI, which can be significant.

As a result, Adjusted EBITDA should not be considered as a measure of our liquidity.

Other companies that provide EBITDA information may calculate Adjusted EBITDA differently than we do.

The definition of Adjusted EBITDA may not be the same as the definitions used in any of our debt or lease agreements.

Other companies that provide Adjusted EBITDA information may calculate Adjusted EBITDA differently than we do.

The definition of Adjusted EBITDA may not be the same as the definitions used in any of our debt agreements.

The following table summarizes our Adjusted EBITDA for the years ended December 31, 2025, 2024 and 2023 in addition to reconciling net income (loss) to Adjusted EBITDA in accordance with GAAP (unaudited):

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$ (502) $ (278) $ 786

Net income (loss) attributable to noncontrolling interests 67 42 (11)

Discontinued operations, net of income taxes — — 386

Net income attributable to noncontrolling interests

(Benefit) provision for income taxes (a)

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Pre-disposition EBITDA, net (e)

(16) (36) (39)

Total Adjusted EBITDA $ 3,624 $ 3,723 $ 3,902

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(b) Other income for the year ended December 31, 2024 primarily represents a change in estimate of our disputed claims liability.

(c) Impairment charges for the year ended December 31, 2024 include impairments within our Regional segment as a result of a decrease in projected future cash flows at certain properties primarily due to localized competition and an impairment to a trademark due to the performance of our smallest brand in the Las Vegas segment.

(d) Transaction costs and other, net primarily includes non-cash losses on the write down and disposal of assets, gains from the sales of the WSOP trademark and the LINQ Promenade, insurance proceeds from property damage, professional services for transaction and integration costs, various contract exit or termination costs, pre-opening costs in connection with new property openings and expansion projects at existing properties, and non-cash changes in equity method investments.

Impairment charges for the year ended December 31, 2024 include impairments within our Regional and Las Vegas segments.

(d) Transaction costs and other, net primarily includes non-cash losses on the write down and disposal of assets, certain non-recurring litigation reserves, non-recurring asset recoveries, gains from the sales of the WSOP trademark and the LINQ Promenade, professional services for transaction and integration costs, various contract exit or termination costs, pre-opening costs in connection with new property openings and expansion projects at existing properties, and non-cash changes in equity method investments.

(e) Adjustment for pre-disposition results of operations reflecting the subtraction of results of operations for Rio All-Suite Hotel & Casino and the LINQ Promenade prior to divestiture, for the relevant periods.

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Our primary sources of liquidity and capital resources are existing cash on hand, cash flows from operations, availability of borrowings under our CEI Revolving Credit Facility and proceeds from the issuance of debt and equity securities.

We may, from time to time, seek to repurchase our common stock or prepay our outstanding indebtedness.

Any such purchases or prepayments may be funded by existing cash balances or the incurrence of debt.

The amount and timing of any repurchase of debt or common stock will be based on business and market conditions, capital availability, compliance with debt covenants and other considerations.

Our cash requirements may fluctuate significantly depending on our decisions with respect to business acquisitions or divestitures and strategic capital and marketing investments.

As of December 31, 2024, our cash on hand and revolving borrowing capacity were as follows:

As of December 31, 2025, our cash on hand and borrowing capacity was as follows:

(In millions) December 31, 2025

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___________________

(a) Revolver capacity includes $2.25 billion under the CEI Revolving Credit Facility, maturing in January 2028 (subject to a springing maturity in the event certain other long-term debt of Caesars is not extended or repaid), and $25 million under the CVA Revolving Credit Facility, maturing on April 26, 2029, less $40 million reserved for specific purposes.

(b) Excludes approximately $105 million of additional borrowing available under the CVA Delayed Draw Term Loan.

During the year ended December 31, 2024, our operating activities generated operating cash inflows of $1.1 billion, as compared to operating cash inflows of $1.8 billion during the year ended December 31, 2023 due to changes in working capital, coupled with the results of operations described above.

On February 6, 2024, we entered into an Incremental Assumption Agreement No.

3 pursuant to which we incurred a new senior secured incremental term loan in an aggregate principal amount of $2.9 billion (the “CEI Term Loan B-1”) under the CEI Credit Agreement.

The CEI Term Loan B-1 requires quarterly principal payments in amounts equal to 0.25% of the original aggregate principal amount of the CEI Term Loan B-1, with the balance payable at maturity.

Borrowings under the CEI Term Loan B-1, as amended in November 2024 described below, bear interest, paid at least quarterly, at a rate equal to, at our option, either (a) a forward-looking term rate based on the Term SOFR, subject to a floor of 0.50% or (b) a base rate (the “TLB-1 Base Rate”) determined by reference to the highest of (i) the “Prime Rate” in the United States, (ii) the federal funds rate plus 0.50% per annum and (iii) the one-month Term SOFR plus 1.00% per annum, in each case, plus an applicable margin.

Such applicable margin is 2.25% per annum in the case of any Term SOFR loan and 1.25% per annum in the case of any TLB-1 Base Rate loan.

The CEI Term Loan B-1 was issued at a price of 99.75% of the principal amount and will mature on February 6, 2031.

Additionally, on February 6, 2024, we issued $1.5 billion in aggregate principal amount of 6.50% senior secured notes due 2032 (the “CEI Senior Secured Notes due 2032”) pursuant to an indenture by and among the Company, the subsidiary guarantors party thereto, U.S.

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

Bank National Association, as collateral agent.

The CEI Senior Secured Notes due 2032 rank equally with all existing and future first-priority lien obligations of the Company and the subsidiary guarantors.

The CEI Senior Secured Notes due 2032 will mature on February 15, 2032, with interest payable semi-annually on February 15 and August 15 of each year.

The net proceeds from the issuance of the CEI Senior Secured Notes due 2032 and the net proceeds from the CEI Term Loan B-1, together with borrowings under the CEI Revolving Credit Facility, were used to tender, redeem, repurchase, defease, and/or satisfy and discharge any and all of the principal amounts, including accrued and unpaid interest, related expenses and fees of both the 5.75% Senior Secured Notes due 2025 (the “CRC Senior Secured Notes”) and the 6.25% Senior Secured Notes due 2025 (the “CEI Senior Secured Notes due 2025”).

As a result of these transactions, we recognized $48 million of loss on early extinguishment of debt during the year ended December 31, 2024.

On May 9, 2024, we entered into a fourth amendment to the CEI Credit Agreement which, among other things, reduces the interest rate margin applicable to the Company’s existing CEI Term Loan B to 2.75% per annum in the case of any Term SOFR loan and 1.75% per annum in the case of any Base Rate loan.

Prior to the fourth amendment, the applicable margin was 3.25% per annum in the case of any Term SOFR loan (plus a Term SOFR adjustment of 0.10% for the CEI Term Loan A, the CEI Term Loan B and the CEI Revolving Facility) and 2.25% per annum in the case of any Base Rate loan, subject to one 0.25% step-down based on our net total leverage ratio.

On November 25, 2024, we entered into a fifth amendment to the CEI Credit Agreement whereby we amended the interest rate margin for the CEI Term Loan B and the CEI Term Loan B-1 to 2.25% per annum in the case of any Term SOFR loan and 1.25% per annum in the case of any Base Rate loan.

On June 28, 2024, we made a voluntary repayment of $100 million in aggregate principal amount of the CEI Term Loan B with cash on hand.

Following the closing of the sale of the LINQ Promenade in December 2024, we utilized the proceeds from the sale, as well as cash on hand to make voluntary prepayments totaling $300 million of the outstanding principal of the CEI Term Loan B and recognized a $5 million loss on the early extinguishment of debt during the year ended December 31, 2024.

On April 26, 2024, Caesars Virginia, LLC entered into a credit agreement (the “CVA Credit Agreement”) with Wells Fargo Bank, N.A., as administrative agent and collateral agent, and certain banks and other financial institutions and lenders party thereto, which provides for a senior secured first lien multi-draw term loan facility in an aggregate principal amount of $400 million (the “CVA Delayed Draw Term Loan”) and a senior secured first lien revolving credit facility in an aggregate principal amount of $25 million (the “CVA Revolving Credit Facility”), both maturing on April 26, 2029.

The CVA Delayed Draw Term Loan requires quarterly principal payments commencing on March 31, 2025.

The CVA Revolving Credit Facility and the CVA Delayed Draw Term Loan are subject to a variable rate of interest based on Term SOFR plus an applicable margin.

As of December 31, 2024, there was $295 million utilized under the CVA Delayed Draw Term Loan.

On October 17, 2024, we issued $1.1 billion in aggregate principal amount of 6.00% Senior Notes due 2032 (the “CEI Senior Notes due 2032”) pursuant to an indenture dated as of October 17, 2024, by and among the Company, the subsidiary guarantors party thereto, and U.S.

Bank Trust Company, National Association, as trustee.

The CEI Senior Notes due 2032 rank equally with all existing and future senior unsecured indebtedness of the Company and the subsidiary guarantors.

The CEI Senior Notes due 2032 will mature on October 15, 2032, with interest payable semi-annually on April 15 and October 15 of each year, commencing April 15, 2025.

The net proceeds from the issuance of the CEI Senior Notes due 2032 were used to redeem approximately $1.1 billion of the principal amount, including accrued and unpaid interest, related expenses and fees of the CEI Senior Notes due 2027.

As a result of the early repayment, we recognized $31 million of loss on extinguishment of debt during the year ended December 31, 2024.

On November 8, 2018, we announced that our Board of Directors authorized a $150 million common stock repurchase program (the “2018 Share Repurchase Program”).

For the year ended December 31, 2024, we reached the limit of authorized repurchases by acquiring 3,872,478 shares of common stock under the 2018 Share Repurchase Program at an aggregate value of $141 million, excluding any applicable excise taxes.

On October 2, 2024, we announced that our Board of Directors authorized a $500 million common stock repurchase program (the “2024 Share Repurchase Program”).

(a) Revolver capacity includes $2.1 billion under the CEI Revolving Credit Facility, maturing in January 2028, and $25 million under the CVA Revolving Credit Facility, maturing on April 26, 2029, less $40 million reserved for specific purposes.

During the year ended December 31, 2025, our operating activities generated operating cash inflows of $1.3 billion, as compared to operating cash inflows of $1.1 billion during the year ended December 31, 2024, primarily due to changes in working capital, coupled with the results of operations described above.

On October 2, 2024, we announced that our Board of Directors (“Board”) authorized a $500 million common stock repurchase program (the “2024 Share Repurchase Program”).

Under the 2024 Share Repurchase Program, we may, from time to time, repurchase shares of common stock on the open market (either with or without a 10b5-1 plan) or through privately negotiated transactions.

As of December 31, 2024, we have acquired 1,262,990 shares of common stock under the 2024 Share Repurchase Program at an aggregate value of $50 million, excluding any applicable excise taxes.

See “Share Repurchase Program” below for details.

We expect that our primary capital requirements going forward will relate to the expansion and maintenance of our properties, taxes, servicing our outstanding indebtedness, and rent payments under our GLPI Leases and VICI Leases.

During the year ended December 31, 2025, we acquired 9,606,145 shares of our common stock at an aggregate value of $229 million.

Under the 2024 Share Repurchase Program, as of December 31, 2025, we have authorization to repurchase up to $221 million more of our outstanding common stock.

See “Share Repurchase Programs” below for details.

On July 8, 2025, we fully redeemed all of the $546 million outstanding principal amount of the CEI Senior Notes due 2027 and paid the related accrued interest and expenses with borrowings under the CEI Revolving Credit Facility and proceeds received from the partial repayment and sale of $225 million of notes receivable related to the previously disclosed WSOP trademark sale.

We expect that our primary capital requirements going forward will relate to servicing our outstanding indebtedness, rent payments under our GLPI Leases and VICI Leases, and the expansion and maintenance of our properties.

Beginning in 2025 we have had, and expect to continue having, additional cash uses for operating activities as a result of federal and certain state income taxes.

A significant portion of our liquidity needs are for debt service and payments associated with our leases.

Our estimated debt service (including principal and interest) is approximately $824 million for 2026 .

We also lease certain real property assets from third parties, including VICI and GLPI.

The VICI Leases are subject to annual escalations, that take effect in November of each year, based on the Consumer Price Index (“CPI”).

In addition to the CPI escalator, our VICI leases are also subject to a variable rent adjustment based on certain historical net revenues of our leased properties which began in November 2024.

The next such lease year with a variable rent adjustment begins November 2027.

We estimate our lease payments to VICI and GLPI to be approximately $1.4 billion for 2026 .

We make capital expenditures and perform continuing refurbishment and maintenance at our properties to maintain our quality standards.

Our capital expenditure requirements for 2025 include the completion of expansion projects, hotel renovations and continued investment into new markets with our Caesars Sportsbook and iGaming applications.

In addition, we may, from time to time, seek to repurchase or prepay our outstanding indebtedness.

Any such purchases or prepayments may be funded by existing cash balances or the incurrence of debt.

The amount and timing of any repurchase of debt or common stock will be based on business and market conditions, capital availability, compliance with debt covenants and other considerations.

We have agreements with certain professional sports leagues and teams, sporting event facilities and media companies for tickets, suites, advertising, marketing, promotional and sponsorship opportunities including communication with partner customer databases.

Some of the agreements provide us with exclusivity to access the aforementioned rights within the casino and/or sports betting category.

As of December 31, 2024 and 2023 , obligations related to these agreements were $421 million and $605 million, respectively, with contracts extending through 2040.

These obligations include various third-party agreements which have been entered into by us for certain of our Las Vegas and Regional properties, or our Caesars Digital segment.

The agreements include leasing of event suites that are generally considered short term leases for which we do not record a right of use asset or lease liability.

We recognize expenses in the period services are received in accordance with the various agreements.

In addition, assets or liabilities may be recorded related to the timing of payments as required by the respective agreement.

We partnered with the Eastern Band of Cherokee Indians to build and develop Caesars Virginia.

On December 17, 2024, Caesars Virginia’s permanent facility opened.

Construction of Caesars Virginia’s permanent facility was funded in part by cash flows from the temporary facility as well as funds available under the CVA Credit Agreement .

Caesars Virginia is a premier destination resort casino with a 320-room hotel, 1,500 slot machines, 85 live table games, a WSOP Poker Room, a Caesars Sportsbook, a live entertainment theater and 40,000 square feet of meeting and convention space.

Additionally, on May 17, 2024, we opened the permanent facility of Harrah’s Columbus Nebraska which is a casino featuring a new one-mile horse racing surface, an 18,000-square-foot-casino and sportsbook with more than 400 slot machines and 10 table games, as well as a restaurant and retail space.

As a condition of the extension of the casino operating contract and ground lease for Caesars New Orleans, formerly Harrah’s New Orleans, we were also required to make a capital investment of at least $325 million on or around Caesars New Orleans.

We met our investment commitment and completed the transformation of Harrah’s to Caesars New Orleans in October 2024, which included a renovation and full interior and exterior redesign, casino floor updates, new culinary experiences and a new 340-room hotel tower.

Cash used for capital expenditures totaled $1.3 billion, $1.3 billion and $952 million for the years ended December 31, 2024, 2023 and 2022, respectively, related to our growth, renovation, maintenance, and other capital projects.

Our capital expenditure requirements for 2026 include the completion of expansion and rebranding projects and hotel renovations.

In addition, we anticipate continued investment in our Caesars Sportsbook and iGaming applications.

Cash used for capital expenditures totaled $805 million, $1.3 billion and $1.3 billion for the years ended December 31, 2025, 2024 and 2023, respectively, related to our growth, renovation, maintenance, and other capital projects.

The following table summarizes our estimates for 2026 capital expenditures.

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Total estimated capital expenditures from unrestricted cash $ 625 $ 725

Caesars Virginia (a)

Total $ 625 $ 750

___________________

(a) On April 26, 2024, Caesars Virginia, LLC entered into a new five-year $425 million pro rata bank financing to fund the remaining capital expenditures associated with the permanent casino resort facility, which opened on December 17, 2024.

A significant portion of our liquidity needs are for debt service and payments associated with our leases.

Our estimated debt service (including principal and interest) is approximately $899 million for 2025 .

We also lease certain real property assets from third parties, including VICI and GLPI.

The VICI Leases are subject to annual escalations, that take effect in November of each year, based on the Consumer Price Index (“CPI”).

In addition to the CPI escalator, November 2024 represents the beginning of the first lease year in which our VICI leases are also subject to a variable rent adjustment based on certain historical net revenues of our leased properties.

The next such lease year with a variable rent adjustment begins November 2027.

We estimate our lease payments to VICI and GLPI to be approximately $1.3 billion for 2025 .

We have agreements with certain sporting event facilities and professional sports teams primarily for tickets, suites, advertising, marketing, promotional and sponsorship opportunities.

The agreements include leasing of event suites that are generally considered short term leases for which we do not record a right-of-use asset or lease liability and recognize expenses in the period services are received.

As of December 31, 2025 and 2024 , obligations related to these agreements were $318 million and $421 million, respectively, with contracts extending through 2040.

We have periodically divested assets to raise capital or, in previous cases, to comply with conditions, terms, obligations or restrictions imposed by antitrust, gaming and other regulatory entities.

If an agreed upon selling price for future divestitures does not exceed the carrying value of the assets, we may be required to record additional impairment charges in future periods which may be material.

On October 29, 2024, we entered into an agreement to sell the LINQ Promenade to a joint venture between TPG and Acadia for $275 million.

On December 12, 2024, we closed the sale for $275 million, resulting in a gain of $34 million, which was recorded in Transaction and other costs, net in the Statements of Operations.

The LINQ Promenade was reported within the Las Vegas segment.

On August 1, 2024, we entered into a definitive agreement to sell the WSOP trademark to NSUS for $250 million in cash at closing and a $250 million notes receivable for total consideration of $500 million.

On October 29, 2024, we closed the sale to NSUS, resulting in a gain of $317 million, which was recorded in Transaction and other costs, net in the Statements of Operations.

The note receivable bears interest at market rate plus an applicable margin, which resets quarterly.

Interest and principal are due quarterly through its maturity date of October 29, 2029.

The WSOP trademark asset was previously reported within the Caesars Digital segment.

We expect that our current liquidity, including availability of borrowings under our committed credit facility and cash flows from operations will be sufficient to fund our operations, capital requirements and service our outstanding indebtedness for the next twelve months and beyond.

Debt and Master Lease Covenant Compliance

The CEI Revolving Credit Facility, the CEI Term Loan A, the CEI Term Loan B, the CEI Term Loan B-1 and the indentures governing the CEI Senior Secured Notes due 2030, the CEI Senior Secured Notes due 2032, the CEI Senior Notes due 2027, the CEI Senior Notes due 2029 and the CEI Senior Notes due 2032 contain covenants which are standard and customary for these types of agreements.

The CEI Revolving Credit Facility, the CEI Term Loan A, the CEI Term Loan B, the CEI Term Loan B-1 and the indentures governing the CEI Senior Secured Notes due 2030, the CEI Senior Secured Notes due 2032, the CEI Senior Notes due 2029 and the CEI Senior Notes due 2032 contain covenants which are standard and customary for these types of agreements.

These include negative covenants, which, subject to certain exceptions and baskets, limit our ability to (among other items) incur additional indebtedness, make investments, make restricted payments, including dividends, grant liens, sell assets and make acquisitions.

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From and after the repayment of the CEI Term Loan A, the financial covenants applicable to the CEI Revolving Credit Facility will be tested solely to the extent that certain testing conditions are satisfied.

Failure to comply with such covenants could result in an acceleration of the maturity of indebtedness outstanding under the relevant debt document.

Failure to comply with such covenants could result in an acceleration of the maturity of indebtedness outstanding under the relevant debt agreement.

The GLPI Leases and VICI Leases contain certain covenants requiring minimum capital expenditures based on a percentage of net revenues along with maintaining certain financial ratios.

The GLPI Leases require the Company to maintain a minimum adjusted revenue to rent ratio of 1.20:1.

The CVA Revolving Credit Facility and the CVA Delayed Draw Term Loan contain covenants which are standard and customary for this type of agreement, including a maximum net total leverage ratio financial covenant of 4:1 and a minimum fixed charge coverage ratio financial covenant of 1.05:1.

Caesars Virginia LLC’s compliance requirements commence starting March 31, 2025.

The GLPI Leases require the Company to maintain a minimum adjusted revenue to rent ratio of 1.20:1, applicable to the operations of the underlying leased properties.

As of December 31, 2025, we were in compliance with all of the applicable financial covenants described above.

Share Repurchase Program

On November 8, 2018, we announced that our Board of Directors authorized a $150 million common stock repurchase program.

During the year ended December 31, 2024, we reached the limit of authorized repurchases by acquiring 3,872,478 shares of common stock under the 2018 Share Repurchase Program at an aggregate value of $141 million, excluding any applicable excise taxes.

On October 2, 2024, we announced that our Board of Directors authorized a $500 million common stock repurchase program.

Share Repurchase Programs

On November 8, 2018, we announced that our Board of Directors authorized a $150 million common stock repurchase program (the “2018 Share Repurchase Program”).

In September 2024 we reached the limit of authorized repurchases under the 2018 Share Repurchase Plan and on October 2, 2024, we announced that our Board authorized a $500 million common stock repurchase program.

As of December 31, 2024, we have acquired 1,262,990 shares of common stock under the 2024 Share Repurchase Program at an aggregate value of $50 million, excluding any applicable excise taxes.

The 2024 Share Repurchase Program has no time limit and may be suspended or discontinued at any time without notice.

There is no minimum number of shares of common stock that we are required to repurchase under the 2024 Share Repurchase Program.

Share repurchase activity is summarized below:

Years Ended December 31,

(In millions, except share data)

Shares repurchased

Shares repurchased Total cost

2018 Share Repurchase Program

— $ — 3,872,478 $ 141

2024 Share Repurchase Program

9,606,145 229 1,262,990 50

9,606,145 $ 229 5,135,468 $ 191

Under the 2024 Share Repurchase Program, as of December 31, 2025, we have authorization to repurchase up to $221 million more of our outstanding common stock.

Debt Obligations and Leases

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CEI is party to a credit agreement, dated as of July 20, 2020, with JPMorgan Chase Bank, N.A., as administrative agent, U.S.

Bank National Association, as collateral agent, and certain banks and other financial institutions and lenders party thereto (the “CEI Credit Agreement”), which, as amended, provides for the CEI Revolving Credit Facility in an aggregate principal amount of $2.25 billion (the “CEI Revolving Credit Facility”) and will mature on January 31, 2028, subject to a springing maturity in the event certain other long-term debt of Caesars is not extended or repaid.

The CEI Revolving Credit Facility includes a letter of credit sub-facility of $388 million and contains reserves of $40 million which are available only for certain permitted uses.

On October 5, 2022, Caesars entered into an amendment to the CEI Credit Agreement pursuant to which we incurred a senior secured term loan in an aggregate principal amount of $750 million (the “CEI Term Loan A”) as a new term loan under the credit agreement and made certain other amendments to the CEI Credit Agreement.

The CEI Term Loan A will mature on January 31, 2028, subject to a springing maturity in the event certain other long-term debt of Caesars is not extended or repaid.

The CEI Term Loan A will mature on January 31, 2028.

The CEI Term Loan A requires scheduled quarterly payments in amounts equal to 1.25% of the original aggregate principal amount of the CEI Term Loan A, with the balance payable at maturity.

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The CEI Term Loan B requires scheduled quarterly principal payments in amounts equal to 0.25% of the original aggregate principal amount of the CEI Term Loan B, with the balance payable at maturity.

Borrowings under the CEI Term Loan B, as amended in May 2024 and November 2024, bear interest, paid at least quarterly, at a rate equal to, at our option, either (a) Term SOFR, subject to a floor of 0.50% or (b) the Base Rate in each case, plus an applicable margin.

Borrowings under the CEI Term Loan B, as amended, bear interest, paid at least quarterly, at a rate equal to, at our option, either (a) Term SOFR, subject to a floor of 0.50% or (b) the Base Rate in each case, plus an applicable margin.

Such applicable margin is 2.25% per annum in the case of any Term SOFR loan and 1.25% per annum in the case of any Base Rate loan.

The CEI Term Loan B was issued at a price of 99.0% of the principal amount and will mature on February 6, 2030.

The CEI Term Loan B will mature on February 6, 2030.

On February 6, 2024, we entered into an Incremental Assumption Agreement No.

3 pursuant to which we incurred a new senior secured incremental term loan in an aggregate principal amount of $2.9 billion of the CEI Term Loan B-1 under the CEI Credit Agreement.

3 pursuant to which we incurred a new senior secured incremental term loan in an aggregate principal amount of $2.9 billion (the “CEI Term Loan B-1”) under the CEI Credit Agreement.

The CEI Term Loan B-1 requires quarterly principal payments in amounts equal to 0.25% of the original aggregate principal amount of the CEI Term Loan B-1, with the balance payable at maturity.

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Such applicable margin is 2.25% per annum in the case of any Term SOFR loan and 1.25% per annum in the case of any Base Rate loan.

The CEI Term Loan B-1 was issued at a price of 99.75% of the principal amount and will mature on February 6, 2031.

As of December 31, 2024, we had $2.1 billion of available borrowing capacity under the CEI Revolving Credit Facility, after consideration of $84 million in outstanding letters of credit, $46 million committed for regulatory purposes and the reserves described above.

Caesars Virginia Senior Revolving and Delayed Draw Term Loan Credit Facility due 2029

On April 26, 2024, Caesars Virginia, LLC entered into a credit agreement with Wells Fargo Bank, N.A., as administrative agent and collateral agent, and certain banks and other financial institutions and lenders party thereto, which provides for a senior secured first lien multi-draw term loan facility in an aggregate principal amount of $400 million of the CVA Delayed Draw Term Loan and a senior secured first lien revolving credit facility in an aggregate principal amount of $25 million of the CVA Revolving Credit Facility, both maturing on April 26, 2029.

The CVA Delayed Draw Term Loan requires quarterly principal payments commencing on March 31, 2025.

The CEI Term Loan B-1 will mature on February 6, 2031.

As of December 31, 2025, we had $1.9 billion of available borrowing capacity under the CEI Revolving Credit Facility, after consideration of $83 million in outstanding letters of credit, $46 million committed for regulatory purposes, the outstanding amount, and the reserves described above.

Caesars Virginia Credit Facility due 2029

On April 26, 2024, Caesars Virginia, LLC entered into a credit agreement with Wells Fargo Bank, N.A., as administrative agent and collateral agent, and certain banks and other financial institutions and lenders party thereto, which provides for a senior secured first lien multi-draw term loan facility up to an aggregate principal amount of $400 million (the “CVA Delayed Draw Term Loan”) and a senior secured first lien revolving credit facility in an aggregate principal amount of $25 million (the “CVA Revolving Credit Facility”), both maturing on April 26, 2029.

The CVA Delayed Draw Term Loan requires quarterly principal payments which began on June 30, 2025.

The CVA Revolving Credit Facility and the CVA Delayed Draw Term Loan are subject to a variable rate of interest based on Term SOFR plus an applicable margin.

The CVA Revolving Credit Facility includes a $10 million letter of credit sub-facility.

As of December 31, 2024, there was $295 million utilized under the CVA Delayed Draw Term Loan and $25 million of available borrowing capacity under the CVA Revolving Credit Facility.

CEI Senior Secured Notes due 2030

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CEI Senior Secured Notes due 2032

On February 6, 2024, we issued $1.5 billion in aggregate principal amount of the CEI Senior Secured Notes due 2032 at 6.50% pursuant to an indenture by and among the Company, the subsidiary guarantors party thereto, U.S.

On February 6, 2024, we issued $1.5 billion in aggregate principal amount of 6.50% senior secured notes due 2032 (the “CEI Senior Secured Notes due 2032”) pursuant to an indenture by and among the Company, the subsidiary guarantors party thereto, U.S.

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

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The CEI Senior Secured Notes due 2032 will mature on February 15, 2032, with interest payable semi-annually on February 15 and August 15 of each year.

CEI Senior Secured Notes due 2025

On July 6, 2020, Colt Merger Sub, Inc.

(the “Escrow Issuer”) issued $3.4 billion in aggregate principal amount of the CEI Senior Secured Notes due 2025 at 6.25% pursuant to an indenture dated July 6, 2020, by and among the Escrow Issuer, U.S.

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

Bank National Association, as collateral agent.

The CEI Senior Secured Notes due 2025 ranked equally with all existing and future first-priority lien obligations of the Company and the subsidiary guarantors.

The CEI Senior Secured Notes due 2025 were scheduled to mature on July 1, 2025, with interest payable semi-annually on January 1 and July 1 of each year.

On February 6, 2024, we fully tendered, redeemed, repurchased, defeased, and/or satisfied and discharged any and all of the principal amounts, including accrued and unpaid interest, related expenses and fees.

CRC Senior Secured Notes due 2025

On July 6, 2020, the Escrow Issuer issued $1.0 billion in aggregate principal amount of the CRC Senior Secured Notes due 2025 at 5.75% pursuant to an indenture, dated July 6, 2020, by and among the Escrow Issuer, U.S.

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

The CRC Senior Secured Notes ranked equally with all existing and future first priority lien obligations of CRC, CRC Finco, Inc.

and the subsidiary guarantors.

The CRC Senior Secured Notes were scheduled to mature on July 1, 2025, with interest payable semi-annually on January 1 and July 1 of each year.

On February 16, 2024, we fully tendered, redeemed , repurchased, defeased, and/or satisfied and discharged any and all of the principal amounts, including accrued and unpaid interest, related expenses and fees.

CEI Senior Notes due 2029

On July 6, 2020, the Escrow Issuer issued $1.8 billion in aggregate principal amount of 8.125% Senior Notes due 2027 pursuant to an indenture, dated July 6, 2020 (the “CEI Senior Notes due 2027”), by and between the Escrow Issuer and U.S.

Bank National Association, as trustee.

The CEI Senior Notes due 2027 rank equally with all existing and future senior unsecured indebtedness of the Company and the subsidiary guarantors.

The CEI Senior Notes due 2027 will mature on July 1, 2027 with interest payable semi-annually on January 1 and July 1 of each year.

As a result of the early repayment, we recognized $31 million of loss on extinguishment of debt during the year ended December 31, 2024.

CEI Senior Notes due 2029

On September 24, 2021, we issued $1.2 billion in aggregate principal amount of 4.625% senior notes due 2029 (the “CEI Senior Notes due 2029”) pursuant to an indenture dated as of September 24, 2021 between the Company and U.S.

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CEI Senior Notes due 2032

On October 17, 2024, we issued $1.1 billion in aggregate principal amount of the CEI Senior Notes due 2032 at 6.00% pursuant to an indenture dated as of October 17, 2024, by and among the Company, the subsidiary guarantors party thereto, and U.S.

On October 17, 2024, we issued $1.1 billion in aggregate principal amount of 6.00% senior notes due 2032 (the “CEI Senior Notes due 2032”) pursuant to an indenture dated as of October 17, 2024, by and among the Company, the subsidiary guarantors party thereto, and U.S.

Bank Trust Company, National Association, as trustee.

The CEI Senior Notes due 2032 rank equally with all existing and future senior unsecured indebtedness of the Company and the subsidiary guarantors.

The CEI Senior Notes due 2032 will mature on October 15, 2032, with interest payable semi-annually on April 15 and October 15 of each year, commencing April 15, 2025.

The CEI Senior Notes due 2032 will mature on October 15, 2032, with interest payable semi-annually on April 15 and October 15 of each year.

CEI Senior Notes due 2027

On July 6, 2020, Colt Merger Sub, Inc.

(the “Escrow Issuer”) issued $1.8 billion in aggregate principal amount of 8.125% senior notes due 2027 (the “CEI Senior Notes due 2027”) pursuant to an indenture, dated July 6, 2020, by and between the Escrow Issuer and U.S.

Bank National Association, as trustee.

The CEI Senior Notes due 2027 ranked equally with all existing and future senior unsecured indebtedness of the Company and the subsidiary guarantors.

The CEI Senior Notes due 2027 were scheduled to mature on July 1, 2027 with interest payable semi-annually on January 1 and July 1 of each year.

As a result of the early repayment, we recognized approximately $4 million of loss on extinguishment of debt.

CEI leases certain real property assets from VICI under the following agreements:

(i) for a portfolio of properties located throughout the United States (the “Regional Lease”), (ii) for Caesars Palace Las Vegas and Harrah’s Las Vegas (the “Las Vegas Lease”), and (iii) for Harrah’s Joliet (the “Joliet Lease”), (collectively, “VICI Leases”).

The lease agreements, inclusive of all amendments, include (i) a 15-year initial term with four five-year renewal options, (ii) initial annual fixed rent payments of $1.1 billion, subject to annual escalation provisions based on the CPI and a 2% floor which commenced in lease year two of the initial terms and (iii) a variable element based on net revenues of the underlying leased properties, commencing in lease year eight of the initial term.

The Regional Lease included a Put-Call Right Agreement whereby we could have required VICI to purchase and lease back (as lessor) or whereby VICI could have required us to sell to VICI and lease back (as lessee) the real estate components of the gaming and racetrack facilities of Harrah’s Hoosier Park Racing & Casino and Horseshoe Indianapolis.

The election period expired as of December 31, 2024 and the option was not exercised.

The lease agreements, inclusive of all amendments, include (i) a 15-year initial term with four five-year renewal options, (ii) initial annual fixed rent payments of $1.1 billion, subject to annual escalation provisions based on the CPI and a 2% floor which commenced in lease year two of the initial terms and (iii) a variable element based on net revenues of the underlying leased properties which commenced in lease year eight of the initial term.

The put-call right agreement whereby the Company could have required VICI to purchase and lease back (as lessor), or whereby VICI could require the Company to sell to VICI and lease back (as lessee), the real estate components of the Forum Convention Center, was not exercised by Caesars prior to the end of the Company’s election period.

VICI’s election period expires on December 31, 2028.

In the event that VICI exercises the option, the Forum Convention Center would be sold at a price and leased back to CEI in accordance to the terms and conditions of the put-call right agreement, as amended.

Our VICI Leases are accounted for as a financing obligation and totaled $11.7 billion as of December 31, 2025.

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Application of these accounting principles requires us to make estimates about the future resolution of existing uncertainties.

Certain of our accounting policies, including those in connection with income taxes, goodwill and indefinite lived intangible assets, long-lived assets, allowance for doubtful accounts related to certain gaming receivables, self-insurance reserves, and litigation, claims and assessments require that we apply significant judgment in defining the appropriate assumptions for calculating financial estimates.

Certain of our accounting policies, including those in connection with income taxes, goodwill and other indefinite-lived intangible assets, long-lived assets, allowance for credit losses related to certain gaming receivables, self-insurance reserves, and litigation, claims and assessments require that we apply significant judgment in defining the appropriate assumptions for calculating financial estimates.

We consider accounting estimates to be critical accounting policies when:

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Our judgments and estimates are based on our historical experience, terms of existing contracts, observance of trends in the industry, information gathered from customer behavior, and information available from other outside sources, as appropriate.

Due to the inherent uncertainty involving judgments and estimates, actual results may differ from those estimates.

Actual results may differ due to the inherent uncertainty involving judgments and estimates.

Our most critical accounting estimates and assumptions are in the following areas:

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Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use existing deferred tax assets.

During the second quarter of 2023, we evaluated our forecasted adjusted taxable income and objectively verifiable evidence and placed substantial weight on our 2022 and 2023 quarterly earnings, adjusted for non-recurring items, including the interest expense disallowed under current tax law.

Accordingly, we determined it was more likely than not that a portion of the federal and state deferred tax assets will be realized and, as a result, during the second quarter of 2023, we reversed the valuation allowance related to these deferred tax assets and recorded an income tax benefit of $940 million.

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Goodwill and Other Indefinite-lived Intangible Assets

Assessing goodwill and indefinite-lived intangible assets for impairment is a process that requires significant judgment and involves detailed qualitative and quantitative business-specific analysis and many individual assumptions which fluctuate between assessments.

Assessing goodwill and other indefinite-lived intangible assets for impairment is a process that requires significant judgment and involves detailed qualitative and quantitative business-specific analysis and many individual assumptions which fluctuate between assessments.

Our annual test for impairment of goodwill and other indefinite-lived intangible assets includes a qualitative assessment (a “step zero” assessment) to determine whether further impairment testing is necessary.

To perform the step zero analysis the Company considers general economic conditions, recent and projected financial performance, market competition and changes in the carrying amount of our reporting units for goodwill.

We also consider the period of time between the last qualitative assessment performed as well as the passing margin by which fair value exceeded the carrying value.

If the qualitative assessment indicates that it is more likely than not that the carrying amount of the reporting unit or indefinite-lived intangible asset exceeds its fair value, the Company does not proceed to a quantitative assessment.

We determine the estimated fair value of each reporting unit based on a combination of EBITDA, valuation multiples, and estimated future cash flows discounted at rates commensurate with the capital structure and cost of capital of comparable market participants, giving appropriate consideration to the prevailing borrowing rates within the casino industry in general.

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EBITDA multiples and discounted cash flows are common measures used to value businesses in our industry.

We determine the fair value of our indefinite-lived intangible assets using either the relief from royalty method or the excess earnings method under the income approach or a replacement cost market approach.

We determine the fair value of our indefinite-lived intangible assets using either the relief from royalty method, the excess earnings method under the income approach or a replacement cost market approach.

The determination of fair value of our reporting units and indefinite-lived intangible assets requires management to make significant assumptions and estimates around the forecasts as well as the selection of discount rates and valuation multiples.

Changes in these estimates could have a significant impact on the fair value of our reporting units, intangible assets and result in potential impairment.

Forecasts and the determination of appropriate discount rates and valuation multiples used to determine the fair value of our reporting units and indefinite-lived intangible assets involves significant assumptions and estimates.

Assumptions include those used to assess effects of changes in the competitive environment, capital projects and new developments which may not be realized at the projected rate.

Assumptions include the effects of changes in the competitive environment, capital projects, and new developments which may not be realized as projected.

Changes in these assumptions and estimates could have a significant impact on the fair value of our reporting units’ intangible assets and result in potential impairment.

We completed our annual impairment tests as of October 1, 2025.

As a result, we recognized impairment charges in our Regional and Las Vegas segments.

As a result, we recognized impairment charges in our Regional segment.

Our Regional segment’s impairments were due to a decrease in projected future cash flows at certain regional properties primarily due to localized competition within certain markets.

We identified six reporting units in the Regional segment with estimated fair values associated with trademarks, gaming rights and goodwill below their respective carrying values and recorded impairments.

This resulted in trademark impairment of $15 million, gaming rights impairment of $73 million and goodwill impairment of $182 million within the segment.

Impairment charges of $32 million to a trademark were also recorded due to the performance of our smallest brand in the Las Vegas segment.

As of October 1, 2024, four reporting units in the Regional segment and one reporting unit in the Las Vegas segment with goodwill totaling $1.2 billion had fair values that did not significantly exceed their respective carrying values.

In addition, we identified one trademark totaling $22 million in the Regional segment that did not significantly exceed its carrying value.

The reporting units and indefinite lived intangible assets with carrying values that do not significantly exceed their estimated fair values are primarily assets acquired in the Merger when our discount rate was approximately 9.5%.

We identified three reporting units in the Regional segment with estimated fair values associated with trademarks and goodwill below their respective carrying values and recorded impairments.

This resulted in trademark impairment of $22 million and goodwill impairments of $160 million within the segment for the year ended December 31, 2025.

As of October 1, 2025, three reporting units in the Regional segment and two reporting units in the Las Vegas segment with goodwill totaling $2.5 billion had fair values that did not significantly exceed their respective carrying values.

In addition, we identified one trademark totaling $114 million in our Las Vegas segment that did not significantly exceed its carrying value.

The reporting units and indefinite-lived intangible assets with carrying values that do not significantly exceed their estimated fair values are primarily assets acquired in a merger when our discount rate was approximately 9.5%.

The discount rate used in our annual impairment testing as of October 1, 2025 was approximately 10.0%.

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The discount rate represents the most sensitive input in our estimates and an increase of 1% to the discount rate would result in additional impairments of approximately $325 million on the assets that do not significantly exceed their carrying values.

In addition, $1.0 billion of goodwill within our Regional segment and $462 million in our Las Vegas segment are associated with reporting units with zero or negative carrying values.

In addition, $914 million of goodwill within our Regional segment and $462 million in our Las Vegas segment are associated with reporting units with zero or negative carrying values.

See Note 5 for additional information.

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See Note 4 for additional information.

Allowance for Doubtful Accounts - Gaming

Allowance for Credit Losses - Gaming

We reserve an estimated amount for gaming receivables that may not be collected to reduce the Company’s receivables to their net carrying amount.

Methodologies for estimating the allowance for doubtful accounts range from specific reserves to various percentages applied to aged receivables.

Methodologies for estimating the allowance for credit losses range from specific reserves to various percentages applied to aged receivables.

Historical collection rates and reasonable forecasts are considered, as are customer relationships, in determining specific reserves to reflect current expected credit loss.

As with many estimates, management must make judgments about potential actions by third parties in establishing and evaluating our reserves for allowance for doubtful accounts.

As with many estimates, management must make judgments about potential actions by third parties in establishing and evaluating our reserves for credit losses.

As of December 31, 2025, a 5% increase or decrease to the allowance determined based on a percentage of aged receivables would change the reserve by approximately $15 million.

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Insurance claims and reserves include accruals of estimated settlements for known claims, as well as accruals of estimates for claims incurred but not yet reported.

We utilize independent consultants to assist management in its determination

of estimated insurance liabilities.

While the total cost of claims incurred depends on future developments, in managements’ opinion, recorded reserves are adequate to cover future claims payments.

Self-insurance reserves for employee medical claims, workers’ compensations and general liability claims are included within Accrued other liabilities on the Balance Sheets.

We utilize independent consultants to assist management in its determination of estimated insurance liabilities.

While the total cost of claims incurred depends on future developments, in management’s opinion, recorded reserves are adequate to cover future claims payments.

Self-insurance reserves for employee medical claims, workers’ compensation and general liability claims are included within Accrued other liabilities on the Balance Sheets.

The assumptions utilized by our actuaries are subject to significant uncertainty and if outcomes differ from these assumptions or events develop or progress in a negative manner, the Company could experience a material adverse effect and additional liabilities may be recorded in the future.

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These estimates are based on our knowledge and experience regarding current and past events, as well as assumptions about future events.

If our assessment of such a matter should change, we may have to change the estimates, which may have an adverse effect on our financial position, results of operations or cash flows.

Changes to our estimates may have an adverse effect on our financial position, results of operations or cash flows.

Actual results could differ from these estimates.

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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 7. Management’s Discussion and Analysis