What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-17 compared with 2025-02-25 · 331 added, 400 removed, 1241 unchanged (37% of the section changed)

36 unchanged sentences

The Company further evaluates the aggregate fair value of all reporting units and other non-operating assets in comparison to its aggregate debt and equity market capitalization at the test date.

Indefinite-lived intangible assets consist primarily of trademarks, Caesars Rewards, and gaming rights.

The Company uses the Excess Earnings Method and Cost Approach to determine the estimated fair value of gaming rights.

The Company uses the relief from royalty method to determine the estimated fair value of trademarks and Caesars Rewards.

The Company performed its annual impairment assessment as of October 1, 2025.

The Company’s goodwill balance was $10,601 million as of December 31, 2024 of which:

(1) $1.1 billion and $71 million was related to three reporting units in the Regional segment and one reporting unit in the Las Vegas segment, respectively, had estimated fair values that did not significantly exceed their carrying values.

The Company’s goodwill balance was $10,441 million as of December 31, 2025, of which three reporting units in the Regional segment and two reporting units in the Las Vegas segment with goodwill totaling $2.5 billion had estimated fair values that did not significantly exceed their carrying values.

The Company’s indefinite-lived intangibles balance was $3,255 million as of December 31, 2025, of which one trademark totaling $114 million in the Las Vegas segment had an estimated fair value that did not significantly exceed its carrying value.

The determination of the Company’s reporting units’ fair value requires management to make significant assumptions and estimates around forecasts and the selection of discount rates.

Therefore, our audit procedures to evaluate the reasonableness of management’s forecasts required a higher degree of auditor judgement, increased level of audit effort, and use of more experienced audit professionals, as well as the involvement of valuation specialists.

Therefore, our audit procedures to evaluate the reasonableness of management’s forecasts required a higher degree of auditor judgment, increased level of audit effort, and use of more experienced audit professionals, as well as the involvement of valuation specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to management’s forecasts and the selection of discount rates used by management to determine the fair value of the Company’s reporting units included the following, among others:

Our audit procedures related to management’s forecasts and the selection of discount rates used by management to determine the fair value of the Company’s reporting units and indefinite-lived intangible assets included the following, among others:

• We tested the effectiveness of the Company’s internal controls over valuation inputs including management’s forecasts and the selection of discount rates.

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Total current liabilities 2,253 2,272

Long-term financing obligation 12,899 12,759

Long-term financing obligations

13,096 12,899

Long-term debt 11,670 12,033

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Preferred stock, $ 0.00001 par value, 150,000,000 shares authorized, no shares issued and outstanding

Common stock, $ 0.00001 par value, 500,000,000 shares authorized, 211,325,086 and 215,800,650 issued and outstanding, net of treasury shares

Common stock, $ 0.00001 par value, 500,000,000 shares authorized, 202,629,159 and 211,325,086 issued and outstanding

Additional paid-in capital

Accumulated deficit ( 3,303 ) ( 2,801 )

Treasury stock at cost, 0 and 363,016 shares held

Treasury stock, at cost

Accumulated other comprehensive income 98 96

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Total other expense ( 2,306 ) ( 2,428 ) ( 2,532 )

Loss from continuing operations before income taxes ( 124 ) ( 60 ) ( 565 )

Benefit (provision) for income taxes ( 87 ) 888 41

Income (loss) from continuing operations, net of income taxes

Loss before income taxes

( 448 ) ( 124 ) ( 60 )

Discontinued operations, net of income taxes — — ( 386 )

Benefit (provision) for income taxes 11 ( 87 ) 888

Net income (loss)

( 437 ) ( 211 ) 828

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

Net income (loss) attributable to Caesars

Net income attributable to noncontrolling interests

( 65 ) ( 67 ) ( 42 )

Net income (loss) per share - basic and diluted:

Basic income (loss) per share from continuing operations

Net income (loss) attributable to Caesars

$ ( 502 ) $ ( 278 ) $ 786

Basic loss per share from discontinued operations — — ( 1.80 )

Net income (loss) attributable to Caesars per share - basic and diluted:

Basic income (loss) per share

$ ( 2.42 ) $ ( 1.29 ) $ 3.65

Diluted income (loss) per share from continuing operations

$ ( 1.29 ) $ 3.64 $ ( 2.39 )

Diluted loss per share from discontinued operations — — ( 1.80 )

Diluted income (loss) per share

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$ ( 437 ) $ ( 211 ) $ 828

Foreign currency translation adjustments — 1 34

Change in fair market value of interest rate swaps, net of tax — — 21

Other ( 1 ) 4 —

Foreign currency and other

Other comprehensive income (loss), net of tax

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Amounts attributable to noncontrolling interests:

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

Foreign currency translation adjustments — — 1

Comprehensive (income) loss attributable to noncontrolling interests ( 67 ) ( 42 ) 12

Net income attributable to noncontrolling interests

( 65 ) ( 67 ) ( 42 )

Comprehensive income attributable to noncontrolling interests

( 65 ) ( 67 ) ( 42 )

Comprehensive income (loss) attributable to Caesars

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Stock-based compensation — — 1 — 104 — — — — 104

Net loss — — — — — ( 899 ) — — ( 11 ) ( 910 )

Other comprehensive income (loss), net of tax — — — — — — 56 — ( 1 ) 55

Net income — — — — — 786 — — 42 828

Other comprehensive income, net of tax

— — — — — — 5 — — 5

Shares withheld related to net share settlement of stock awards — — — — ( 27 ) — — — — ( 27 )

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Stock-based compensation — — — — 94 — — — — 94

Net income — — — — — 786 — — 42 828

Other comprehensive income, net of tax — — — — — — 5 — — 5

Net income (loss) — — — — — ( 278 ) — — 67 ( 211 )

Other comprehensive loss, net of tax — — — — — — ( 1 ) — — ( 1 )

Shares withheld related to net share settlement of stock awards — — — — ( 17 ) — — — — ( 17 )

Cancellation of shares issued — — — — ( 14 ) — — 14 — —

Repurchase of common stock — — ( 5 ) — ( 202 ) — — 9 — ( 193 )

Transactions with noncontrolling interests — — — — — — — — ( 16 ) ( 16 )

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Net income (loss) — — — — — ( 502 ) — — 65 ( 437 )

Other comprehensive loss, net of tax — — — — — — ( 1 ) — — ( 1 )

Other comprehensive income, net of tax

— — — — — — 2 — — 2

Shares withheld related to net share settlement of stock awards — — — — ( 17 ) — — — — ( 17 )

Cancellation of shares issued — — — — ( 14 ) — — 14 — —

Repurchase of common stock — — ( 9 ) — ( 231 ) — — — — ( 231 )

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Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Discontinued operations, net of income taxes — — 386

Depreciation and amortization 1,417 1,324 1,261

Amortization of deferred financing costs and discounts 178 179 200

Provision for doubtful accounts 49 41 25

Provision for credit losses

Loss on extinguishment of debt 4 89 200

Non-cash lease amortization 24 26 51

(Gain) loss on investments ( 7 ) ( 5 ) 54

Gain on investments

( 1 ) ( 7 ) ( 5 )

Stock-based compensation expense

(Gain) loss on sale or disposal of property, equipment, trademark and businesses

17 ( 359 ) 22

Impairment charges 182 302 95

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( 11 ) 87 ( 888 )

Gain on derivatives

Other non-cash adjustments to net (income) loss

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( 805 ) ( 1,296 ) ( 1,264 )

Acquisition of gaming rights and developed technology ( 15 ) ( 30 ) ( 11 )

Acquisition of intangible assets

( 4 ) ( 15 ) ( 30 )

Proceeds from sale of property, equipment, trademark and businesses

Proceeds from the sale of investments 8 14 4

Proceeds from insurance related to property damage — — 36

Distribution from unconsolidated affiliate 39 — —

Distributions from unconsolidated affiliate

Investments in unconsolidated affiliates ( 6 ) — ( 3 )

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Debt issuance and extinguishment costs — ( 121 ) ( 79 )

Proceeds from issuance of common stock — — 1

Repurchase of common stock ( 229 ) ( 191 ) —

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( 763 ) ( 498 ) ( 713 )

Years Ended December 31,

(In millions) 2024 2023 2022

CASH FLOWS FROM DISCONTINUED OPERATIONS:

Cash flows from operating activities — — ( 18 )

Cash flows from investing activities — — 386

Net cash from discontinued operations — — 368

Effect of foreign currency exchange rates on cash — — ( 29 )

Decrease in cash, cash equivalents and restricted cash

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Cash, cash equivalents and restricted cash, end of period $ 984 $ 1,016 $ 1,143

Years Ended December 31,

(In millions) 2025 2024 2023

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

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Restricted cash 85 95 122

Restricted and escrow cash included in other long-term assets

Restricted and escrow cash included in other long-term assets, net 12 55 16

Total cash, cash equivalents and restricted cash $ 984 $ 1,016 $ 1,143

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The accompanying consolidated financial statements include the accounts of Caesars Entertainment, Inc., a Delaware corporation, and its consolidated subsidiaries which may be referred to as the “Company,” “CEI,” “Caesars,” “we,” “our,” “us,” or the “Registrant” within these financial statements.

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,” which are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”).

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,” which are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”).

References to numbered “Notes” refer to Notes to our Consolidated Financial Statements included herein.

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In addition, the Company has other properties in North America that are authorized to use the brands and marks of Caesars Entertainment, Inc., as well as other non-gaming properties.

The Company’s primary source of revenue is generated by its gaming operations, which includes retail and online sports betting and online gaming.

The Company’s primary source of revenue is generated by its gaming operations, which includes its casino properties, retail and online sports betting, and online gaming.

Additionally, the Company utilizes its hotels, restaurants, bars, entertainment, racing, retail shops and other services to attract customers to its properties.

The Company’s operations for retail and online sports betting, iGaming, horse racing and online poker are included under the Caesars Digital segment.

The Company operates and conducts sports wagering across 32 jurisdictions in North America, 26 of which offer online sports betting, and operates iGaming in five jurisdictions in North America as of December 31, 2024.

The Company operates the Caesars Sportsbook app, the Caesars Racebook app, the Caesars Palace Online Casino app and the new Horseshoe Online Casino app which initially launched in October 2024.

The Company operates retail and online sports wagering across 34 jurisdictions in North America, 27 of which offer online sports betting, and operates iGaming in five jurisdictions in North America as of December 31, 2025.

The Company operates the Caesars Sportsbook app, the Caesars Racebook app, the Caesars Palace Online Casino app and the Horseshoe Online Casino app.

The Company also expects to continue to grow its operations in the Caesars Digital segment as new jurisdictions legalize retail and online sports betting and iGaming.

The Company has divested certain properties and other assets, including non-core properties and divestitures required by regulatory agencies.

See Note 3 for a discussion of properties and assets recently sold and Note 16 for segment information.

Basis of Presentation and Significant Accounting Policies

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Actual amounts could materially differ from those estimates.

The presentation of financial information herein for the periods after the Company’s acquisitions or before divestitures of various properties is not fully comparable to the periods prior to their respective purchase or after the sale dates.

The Company has divested certain properties and other assets, including non-core properties and, in previous cases, divestitures required by regulatory agencies.

The presentation of financial information herein for the periods before an acquisition or divestiture is not fully comparable to the periods after the respective acquisition or divestiture dates.

See Note 3 for properties recently divested.

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and its subsidiaries after elimination of all intercompany accounts and transactions.

See Note 16 for segment information.

CAESARS ENTERTAINMENT, INC.

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and (iii) investments in affiliates of 20% or less are generally accounted for as investments in equity securities.

We consider ourselves the primary beneficiary of a VIE when we have both the power to direct the activities that most significantly affect the results of the VIE and the right to receive benefits or the obligation to absorb losses of the entity that could be potentially significant to the VIE.

We review investments for VIE consideration if a reconsideration event occurs to determine if the investment qualifies, or continues to qualify, as a VIE.

We consider ourselves the primary beneficiary of a VIE when we have both the power to direct the activities that most significantly impact the economic performance of the VIE and the right to receive benefits or the obligation to absorb losses that could be potentially significant to the VIE.

We review investments, if a reconsideration event occurs, to determine if the investment qualifies, or continues to qualify, as a VIE.

If we determine an investment qualifies, or no longer qualifies, as a VIE, there may be a material effect to our Financial Statements.

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Restricted Cash

Restricted cash includes cash equivalents held in certificates of deposit accounts or money market type funds, that are not subject to remeasurement on a recurring basis, which are restricted under certain operating agreements or restricted for future capital expenditures in the normal course of business.

Restricted cash includes cash or cash equivalents held in certificates of deposit accounts or money market type funds, that are not subject to remeasurement on a recurring basis, which are restricted under certain operating agreements or restricted for future capital expenditures in the normal course of business.

Marketable Securities

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The estimated fair values of the Company’s marketable securities are determined on an individual asset basis based upon quoted prices of identical assets available in active markets (Level 1) and represent the amounts the Company would expect to receive if the Company sold these marketable securities.

As of both December 31, 2024 and 2023, the Company held $ 2 million in Level 1 securities.

As of both December 31, 2025 and 2024, the Company held $ 2 million in marketable securities.

Derivative Instruments

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Advertising costs are expensed in the period the advertising initially takes place.

Advertising costs are expensed in the period the advertising first occurs.

Advertising costs were $ 237 million, $ 231 million and $ 259 million for the years ended December 31, 2025, 2024 and 2023, respectively, and are included within operating expenses.

During the year ended December 31, 2022, the Company launched significant television, radio and internet marketing campaigns promoting the Caesars Sportsbook.

Advertising costs related to the Caesars Digital segment are primarily recorded in Casino expense.

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Pronouncements Implemented in 2025

In November 2023, the FASB issued ASU 2023-07, “ Segment Reporting:

Improvements to Reportable Segment Disclosures, ” which requires public entities to disclose information about their reportable segments’ significant expenses on an interim and annual basis.

This guidance is effective for years beginning after December 15, 2023, and interim periods within years beginning after December 15, 2024.

Amendments in this update should be applied retrospectively to all prior periods presented in the financial statements.

As of December 31, 2024, the Company has implemented the updated amendments included in ASU 2023-07.

See Note 16 for additional reportable segment disclosures.

Pronouncements to Be Implemented in Future Periods

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, “ Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures ,” which requires additional disclosure about specific expense categories in the notes to financial statements.

This information is generally not presented in the financial statements today.

This update applies to all public business entities and will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

We do not expect the amendments in this update to have a material impact on our Financial Statements.

In July 2025, the Financial Accounting Standards Board (“FASB’) issued Accounting Standards Update (“ASU’) 2025-05, “ Financial Instruments-Credit Losses:

Measurement of Credit Losses for Accounts Receivable and Contract Assets .” Amendments in this update provide all entities with a practical expedient in developing reasonable and supportable forecasts when estimating expected credit losses, allowing entities to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset.

As of December 31, 2025, the Company has implemented the update and will apply the amendments in the update prospectively.

In December 2023, the FASB issued ASU 2023-09, “ Income Taxes:

Improvements to Income Tax Disclosures, ” which requires disaggregated information about an entity’s effective tax rate reconciliation as well as information on income taxes paid.

These updates apply to all entities subject to income taxes and will be effective for annual periods beginning after December 15, 2024.

Early adoption is permitted.

Updates will be applied on a prospective basis with the option to apply the standard retrospectively.

These updates apply to all entities subject to income taxes and are effective for annual periods beginning after December 15, 2024.

As of December 31, 2025, the Company has implemented the updated amendments included in ASU 2023-09 retrospectively to ensure all periods presented are comparable.

See Note 14 for additional details.

Pronouncements to Be Implemented in Future Periods

In September 2025, the FASB issued ASU 2025-06, “ Intangibles-Goodwill and Other-Internal-Use Software:

Targeted Improvements to the Accounting for Internal-Use Software .” Currently, entities are required to capitalize development costs incurred for internal-use software depending on the nature of the costs and project stage.

The amendments in this update improve the operability of the guidance by removing all references to software development project stages so that guidance is neutral to different software development methods.

Amendments in this update are effective for all entities for annual periods beginning after December 15, 2027.

An entity may apply the new guidance;

i) prospectively, ii) using a modified transition approach based on the status of a project, or iii) retrospectively.

We do not expect the amendments in this update to have a material impact on our Financial Statements.

In October 2023, the FASB issued ASU 2023-06, “ Disclosure Improvements:

Codification Amendments In Response to the SEC’s Disclosure Update and Simplification Initiative,” to clarify or improve disclosure and presentation requirements on a variety of topics and align the requirements in the FASB accounting standard codification with the Securities and Exchange Commission regulations.

This guidance is effective for the Company no later than June 30, 2027.

In November 2024 (as clarified in January 2025 by ASU 2025-01), FASB issued ASU 2024-03, “ Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures ,” which requires additional disclosure about specific expense categories in the notes to financial statements which is generally not presented in financial statements today.

This update applies to all public business entities and will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

We do not expect the amendments in this update to have a material impact on our Financial Statements.

Divestitures and Discontinued Operations

The Company periodically divests assets that it may not consider core to its business to raise capital or, in some cases, to comply with conditions, terms, obligations or restrictions imposed by antitrust, gaming and other regulatory entities.

The Company periodically divests assets that it may not consider core to its business to raise capital or, in previous cases, to comply with conditions, terms, obligations or restrictions imposed by antitrust, gaming and other regulatory entities.

The carrying value of assets that meet the criteria for assets held for sale are compared to the expected selling price and any expected losses are recorded immediately.

Gains or losses associated with the disposal of assets held for sale are recorded within operating income, unless the assets represent a discontinued operation.

Gains or losses associated with the disposal of assets held for sale are recorded within operating income.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The LINQ Promenade, Rio and Baton Rouge Divestitures

The LINQ Promenade and Rio Divestitures

On October 29, 2024, the Company entered into an agreement to sell 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.

2 unchanged sentences

Proceeds from the sale were used to make a voluntary prepayment of a portion of the outstanding balance of the CEI Term Loan B.

See Note 9 for further discussion on the voluntary prepayment.

On October 2, 2023, the Company’s lease term related to certain assets of Rio All-Suite Hotel & Casino (“Rio”) ended and all operations were assumed by the lessor.

Rio was reported within the Las Vegas segment.

On May 5, 2022, the Company consummated the sale of the equity interests of Belle of Baton Rouge Casino & Hotel (“Baton Rouge”) to CQ Holding Company, Inc., resulting in a loss of $ 3 million.

Baton Rouge was reported in the Regional segment.

Prior to their respective closing dates, none of the divestitures above met the requirements for presentation as discontinued operations.

The following information presents the net revenues and net income (loss) of recent divestitures:

The following information presents the net revenues and net income of recent divestitures:

Year Ended December 31, 2024

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Net income 21 15

Year Ended December 31, 2022

(In millions) LINQ Promenade Rio

Net revenues $ 27 $ 199 $ 6

Net income (loss) 17 18 ( 1 )

WSOP Trademark Sale

1 unchanged sentence

On October 29, 2024, the Company 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.

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

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

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

See Note 5 for further discussion on the trademarks associated with the sale.

Discontinued operations

On April 22, 2021 when the William Hill acquisition was consummated, the Company’s intent was to divest William Hill International.

Accordingly, the assets and liabilities were classified as held for sale with operations presented within discontinued operations.

On April 7, 2022, the Company amended the agreement to sell William Hill International to 888 Holdings Plc for a revised enterprise value of approximately £ 2.0 billion.

On July 1, 2022, the Company completed the sale of William Hill International to 888 Holdings Plc.

During the year ended December 31, 2022, the Company recorded impairments to assets held for sale of $ 503 million within discontinued operations based on the revised and final sales price.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following information presents the net revenues and net loss for the Company’s discontinued operations:

Year Ended December 31, 2022

(In millions) William Hill International

Net revenues $ 820

Net loss ( 448 )

Property and Equipment

In July 2025, the Company monetized $ 225 million of the note receivable and applied the proceeds to the redemption of outstanding debt (See Note 9 ).

The remaining 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.

Property and Equipment, net

Property and equipment are stated at cost, except for assets acquired in our business combinations which were adjusted for fair value under Accounting Standards Codification (“ASC”) 805.

1 unchanged sentence

Costs of major improvements are capitalized, while costs of normal repairs and maintenance are charged to expense as incurred.

Depreciation is computed using the straight-line method over the estimated useful life of the asset as noted in the table below, or the term of the lease, whichever is less.

Depreciation is computed using the straight-line method over the estimated useful life of the asset class as noted in the table below, or the term of the lease, whichever is less.

Gains or losses on the disposal of property and equipment are included in operating income.

Useful lives of each asset class are generally as follows:

Initial useful lives of each asset class are generally as follows:

Buildings and improvements 3 to 40 years

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See Note 7 for further discussion of our leases.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The Company evaluates its property and equipment and other long-lived assets for impairment whenever indicators of impairment exist.

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All recognized impairment losses are recorded as operating expenses, unless the assets represent a discontinued operation.

See Note 3 for further discussion of impairment on assets previously held for sale.

Property and Equipment, Net

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The purchase price of an acquisition is allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition.

The Company determines the estimated fair values after review and consideration of relevant information including discounted cash flows, quoted market prices, and estimates made by

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The Company determines the estimated fair values after review and consideration of relevant information including discounted cash flows, quoted market prices, and estimates made by management.

To the extent the purchase price exceeds the fair value of the net identifiable tangible and intangible assets acquired and liabilities assumed, such excess is recorded as goodwill.

Goodwill and indefinite-lived intangible assets must be reviewed for impairment at least annually and between annual test dates in certain circumstances.

Goodwill and other indefinite-lived intangible assets must be reviewed for impairment at least annually and between annual test dates in certain circumstances.

The Company performs its annual impairment tests as of October 1 of each fiscal year.

The Company performs this assessment more frequently if impairment indicators exist.

We utilized a combined income approach using a discounted cash flow method and a guideline public company method to determine the fair value of our goodwill.

The Company performed the annual goodwill impairment test by comparing the fair value of each reporting unit with its carrying amount.

The Company determines the estimated fair value of each reporting unit based on a combination of earnings before interest, taxes, depreciation and amortization (“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, and expected sales proceeds.

For our annual impairment testing, the Company elected a qualitative approach (“step zero”) for certain of our indefinite-lived assets, where it was determined that it is more likely than not that the fair value of the asset is in excess of its carrying value.

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 in 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.

For those assets where a quantitative assessment is performed, the Company utilized a combined income approach, using a discounted cash flow method, and a guideline public company method to estimate the fair value of each reporting unit based on a combination of earnings before interest, taxes, depreciation and amortization (“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, and expected sales proceeds, as applicable.

The Company also evaluates the aggregate fair value of all of its reporting units and other non-operating assets in comparison to its aggregate debt and equity market capitalization at the test date.

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If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess amount.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Trademarks and Caesars Rewards were valued using the relief from royalty method, which presumes that without ownership of such trademarks or loyalty program, the Company would have to make a stream of payments to a brand or franchise owner in return for the right to use their name or program.

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Impairment charges are presented on the Statements of Operations.

As a result of the finalized and approved capital and operating plans and the completion of impairment tests during the year ended December 31, 2024, the Company recognized impairment charges in our Regional and Las Vegas segments.

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.

The Company 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.

During the year ended December 31, 2023, the Company recognized impairment charges in our Regional segment.

These impairments were primarily due to a decrease in projected future cash flows at certain regional properties due to increased competition.

The Company identified one reporting unit with an estimated fair value of the associated gaming rights below the carrying value and recorded an impairment of $ 81 million.

In addition, the Company identified one reporting unit with an estimated fair value below its carrying value and we recorded an impairment of $ 14 million to goodwill.

In December 2022, the Company recognized impairment charges in our Regional segment related to goodwill and gaming rights totaling $ 78 million and $ 30 million, respectively, due to an increase in the related discount rates, which represents the higher required cost of capital as a result of the macroeconomic environment and projected outlook.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

As a result of finalizing our future operating and capital plans, the Company reflected a decrease in future cash flows associated with certain properties in our Regional segment, primarily due to localized competition within certain markets.

During the year ended December 31, 2025, the Company identified three reporting units in the Regional segment with estimated fair values associated with trademarks and goodwill below their respective carrying values.

This resulted in a trademark impairment of $ 22 million and goodwill impairments of $ 160 million.

During the year ended December 31, 2024, the Company identified six reporting units in the Regional segment with estimated fair values associated with trademarks, gaming rights and goodwill below their respective carrying values.

This resulted in trademark impairments of $ 15 million, gaming rights impairments of $ 73 million and goodwill impairments of $ 182 million.

Trademark impairment totaling $ 32 million was also recognized in the year ended December 31, 2024, due to the performance of our smallest brand in the Las Vegas segment.

During the year ended December 31, 2023, the Company identified two reporting units in the Regional segment with estimated fair values associated with gaming rights and goodwill below their respective carrying values.

This resulted in gaming right impairments of $ 81 million and goodwill impairments of $ 14 million.

Changes in Carrying Value of Goodwill by Segment

3 unchanged sentences

$ 6,889 $ 3,093 $ 1,204 $ — $ 11,186

Other — — — — —

( 207 ) — — — ( 207 )

Balance as of December 31, 2024

11 unchanged sentences

$ 6,682 $ 3,093 $ 1,204 $ — $ 10,979

( 207 ) — — — ( 207 )

Balance as of December 31, 2025

10 unchanged sentences

(a) Sale of the LINQ Promenade;

(b) $ 1.0 billion of goodwill within the Regional segment and $ 462 million within the Las Vegas segment is associated with reporting units with zero or negative carrying value.

(b) $ 914 million of goodwill within the Regional segment and $ 462 million within the Las Vegas segment is associated with reporting units with zero or negative carrying value.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Changes in Carrying Amount of Intangible Assets Other than Goodwill

12 unchanged sentences

(a) Includes sale of the WSOP trademark, see Note 3 .

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Gross Carrying Amount and Accumulated Amortization of Intangible Assets Other Than Goodwill

13 unchanged sentences

$ 1,554 $ ( 824 ) 730 $ 1,547 $ ( 691 ) 856

Non-amortizing intangible assets

Non-amortizing intangible assets other than goodwill

Trademarks 1,749 1,771

1 unchanged sentence

Caesars Rewards 523 523

Total amortizing and non-amortizing intangible assets, net $ 4,133 $ 4,523

Total amortizing and non-amortizing intangible assets other than goodwill, net

$ 3,985 $ 4,133

Amortization expense with respect to intangible assets for the years ended December 31, 2025, 2024 and 2023 totaled $ 133 million, $ 135 million and $ 144 million, respectively, which is included in Depreciation and amortization in the Statements of Operations.

3 unchanged sentences

Estimated annual amortization expense $ 135 $ 88 $ 46 $ 44 $ 44

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Accrued Other Liabilities

3 unchanged sentences

Accrued payroll and other related liabilities 236 238

Accrued taxes 205 202

Self-insurance claims and reserves (See Note 8 )

Operating lease liability (See Note 7 )

Accrued taxes 199 205

Accrued marketing 21 21

Disputed claims liability — 26

Operating lease liability (See Note 7 )

Other accruals 384 344

Total accrued other liabilities $ 1,618 $ 1,625

Disputed Claims Liability

The disputed claims liability represented certain unsecured claims related to Caesars Entertainment Corporation’s bankruptcy assumed from the Merger.

The Company has operating and finance leases for various real estate and equipment.

Certain of the Company’s lease agreements include rental payments based on a percentage of sales over specified contractual amounts, rental payments adjusted periodically for inflation and rental payments based on usage.

The Company’s leases include options to extend the lease term one month to 73 years.

The Company’s leases include various short-term and long-term extension options.

If we are reasonably certain an extension option will be exercised, the renewal period is currently included in the lease term.

The Company’s lease agreements do not contain any material restrictive covenants, other than those described below.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Lessee Arrangements

1 unchanged sentence

The Company leases real estate and equipment used in operations from third parties.

As of December 31, 2024, the remaining term of the Company’s operating leases ranged from 1 to 67 years with various extension options available, if the Company elects to exercise them.

However, the Company’s remaining terms only include extension options that we have determined are reasonably certain as of December 31, 2024.

In addition to minimum rental commitments, certain of the Company’s operating leases provide for contingent rentals based on a percentage of revenues in excess of specified amounts.

1 unchanged sentence

During the years ended December 31, 2025 and 2024, the Company obtained $ 25 million and $ 10 million, respectively, of right-of-use (“ROU”) assets in exchange for new lease liabilities.

During the years ended December 31, 2024 and 2023, the Company disposed of $ 1 million and $ 7 million, respectively, of ROU assets and lease liabilities.

During both the years ended December 31, 2025 and 2024, the Company disposed of $ 1 million of ROU assets and lease liabilities.

The Company has elected the short-term lease measurement and recognition exemption and does not establish ROU assets or liabilities for operating leases with terms of 12 months or less.

Leases recorded on the balance sheet consist of the following:

Operating leases recorded on the balance sheet consist of the following:

(In millions) Classification on the Balance Sheet 2025 2024

7 unchanged sentences

Weighted Average Discount Rate 8.1 % 8.2 %

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Components of Lease Expense

15 unchanged sentences

Total lease liability $ 742

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Finance Leases

The Company has finance leases for certain equipment and real estate.

As of December 31, 2024, the Company’s finance leases had remaining lease terms of up to approximately 34 years, some of which include options to extend the lease terms in one month increments.

As of December 31, 2025, the Company’s finance leases had remaining lease terms of up to approximately 33 years, some of which include options to extend.

The Company’s finance lease ROU assets and liabilities were $ 136 million and $ 147 million as of December 31, 2025, respectively, and $ 60 million and $ 68 million as of December 31, 2024, respectively.

4 unchanged sentences

(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 Consumer Price Index (“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 Put-Call Right Agreement whereby the Company could have required VICI to purchase and lease back (as lessor) or whereby VICI could have required the Company 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 “Centaur properties”) was not exercised by either party prior to the December 31, 2024 expiration.

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 Consumer Price Index (“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.

The Golf Course Use Agreement between the Company and VICI has a 35-year term (inclusive of all renewal periods), whereby the Company agrees to pay initial annual membership and use fees totaling $ 14 million, subject to annual escalation provisions similar to those described above in the Regional Lease, as well as certain per-round fees set forth in the agreement.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The fair value of the real estate assets and the related failed sale-leaseback financing obligations were estimated based on the present value of the estimated future lease payments over the lease term of 20 years, plus renewal options, using an imputed discount rate of approximately 9.75 %.

6 unchanged sentences

The Company continues to reflect the real estate assets related to the failed sale-lease back transactions on the Balance Sheets in Property and equipment, net as if the Company was the legal owner, and continues to recognize depreciation expense over their estimated useful lives.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The future minimum payments related to the GLPI Leases, including the Lumière Lease, and VICI Leases financing obligations, as amended, at December 31, 2025 were as follows:

23 unchanged sentences

The Company was in compliance with all applicable covenants as of December 31, 2025.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Lessor Arrangements

9 unchanged sentences

Revenue from conventions is primarily included in Food and beverage revenue in the Statement of Operations, and during the years ended December 31, 2025, 2024 and 2023, lease revenue related to conventions was $ 56 million, $ 51 million and $ 40 million, respectively.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Real Estate Operating Leases

We enter into long-term real estate leasing arrangements with third party lessees at our properties.

As of December 31, 2024, the remaining terms of these operating leases ranged from 1 to 81 years, some of which include options to extend the lease term for up to five years .

As of December 31, 2025, the remaining terms of most of our operating leases ranged from 1 to 15 years, some of which include options to extend the lease term for up to five years .

In addition to minimum rental commitments, certain of our operating leases provide for contingent payments including contingent rentals based on a percentage of revenues in excess of specified amounts and reimbursements for common area maintenance and utilities charges.

7 unchanged sentences

Litigation, Commitments and Contingencies

We are a party to various legal proceedings, which have arisen in the normal course of our business.

We are party to various legal proceedings, which have arisen in the normal course of our business.

Such proceedings can be costly, time consuming, unpredictable and, therefore, no assurance can be given that the final outcome of such proceedings will not materially impact our consolidated financial condition or results of operations.

Estimated losses are accrued for these proceedings when the loss is probable and can be estimated.

While we maintain insurance coverage that we believe is adequate to mitigate the risks of such proceedings, no assurance can be given that the amount or scope of existing insurance coverage will be sufficient to cover losses arising from such matters.

The current liability for the estimated losses associated with these proceedings is not material to our consolidated financial condition and those estimated losses are not expected to have a material impact on our results of operations.

While we maintain insurance coverage that we believe is adequate to mitigate certain risks of such proceedings, no assurance can be given that the amount or scope of existing insurance coverage will be sufficient to cover losses arising from such matters.

The current liability for the estimated losses associated with these proceedings is not material to our consolidated financial condition and changes in such estimates are not expected to have a material impact on our results of operations.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Cybersecurity Incident

On September 14, 2023, we announced that an unauthorized actor had gained access to our information technology network as a result of a social engineering attack on an outsourced IT support vendor used by the Company, and acquired a copy of, among other data, our loyalty program database, which includes driver’s license numbers and/or social security numbers for a significant number of members in the database (“Data Incident”).

As a result of the Data Incident, numerous putative class action lawsuits have been filed against us purporting to represent various classes of persons whose personal information was affected by the Data Incident.

2 unchanged sentences

In addition, we have received inquiries from numerous state regulators related to the Data Incident.

We have responded or are in the process of responding to these inquiries and are cooperating fully with regulators.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

We have responded to all such inquiries and have cooperated fully with regulators.

While we intend to vigorously defend ourselves in the above-described proceedings, we believe it is reasonably possible that we may incur losses associated therewith.

7 unchanged sentences

Contractual Commitments

Capital Commitments

Caesars New Orleans

In April 2020, the Company and the State of Louisiana, by and through the Louisiana Gaming Control Board, entered into an Amended and Restated Casino Operating Contract.

Additionally, the Company, New Orleans Building Corporation and the City entered into a Second Amended and Restated Lease Agreement.

In connection with these amendments, the Company was required to make a capital investment of at least $ 325 million on, or around our property, which the Company completed in October 2024 with the transformation of Harrah’s to Caesars New Orleans.

Sports Sponsorship/Partnership Obligations

The Company has 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 Caesars with exclusivity to access the aforementioned rights within the casino and/or sports betting category.

The Company has 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 the Company does not record a right-of-use asset or lease liability and recognizes 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.

These obligations are composed of various third-party agreements which have been entered into by the Company 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 the Company does not record a right of use asset or lease liability.

The Company recognizes 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.

Maturities of Sports Sponsorship/Partnership Obligations as of December 31, 2025

(In millions)

Thereafter 163

Self-Insurance

1 unchanged sentence

The Company’s total estimated self-insurance liability was $ 212 million and $ 204 million as of December 31, 2025 and 2024, respectively, which is included in Accrued other liabilities in our 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.

Contingencies

Weather Disruption - Lake Charles

On August 27, 2020 , Hurricane Laura made landfall on Lake Charles as a Category 4 storm severely damaging the Isle of Capri Casino Lake Charles (“Lake Charles”).

During the year ended December 31, 2022, the Company reached a final settlement agreement with the insurance carriers for a total amount of $ 128 million, before our insurance deductible of $ 25 million.

The Company has received a total of $ 103 million related to damaged fixed assets, remediation costs and business interruption.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The Company recorded a gain of $ 38 million during the year ended December 31, 2022, which is included in Transaction and other costs, net in our Statements of Operations, as the proceeds received for the cost to replace damaged property is in excess of the respective carrying value of the assets.

The construction of our new land-based casino, Horseshoe Lake Charles, was completed and reopened in December 2022.

Long-Term Debt

17 unchanged sentences

2032 6.50 % 1,500 1,486 1,484

CEI Senior Secured Notes due 2025

CRC Senior Secured Notes

Unsecured Debt

3 unchanged sentences

6.00 % 1,100 1,087 1,086

CEI Senior Notes due 2032

6.00 % 1,100 1,086 —

CEI Senior Notes due 2027 N/A N/A — — 542

Special Improvement District Bonds 2037 4.30 % 40 40 42

23 unchanged sentences

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

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Debt Discounts or Premiums and Deferred Finance Charges

1 unchanged sentence

Unamortized discounts are written off and included in our gain or loss calculations to the extent we extinguish debt prior to the original maturity or scheduled payment dates.

Net amortization of the debt issuance costs and the discount and/or premium associated with the Company’s indebtedness totaled $ 30 million, $ 48 million and $ 139 million for the years ended December 31, 2024, 2023 and 2022, respectively, and is included in interest expense.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Net amortization of the debt issuance costs and the discount and/or premium associated with the Company’s indebtedness totaled $ 27 million, $ 30 million and $ 48 million for the years ended December 31, 2025, 2024 and 2023, respectively, and is included in Interest expense, net in the Statements of Operations.

The fair value of debt has been calculated primarily based on the borrowing rates available as of December 31, 2025 and based on market quotes of our publicly traded debt.

3 unchanged sentences

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 the Company 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.

2 unchanged sentences

In addition, on a quarterly basis, the Company is required to pay each lender under the CEI Revolving Credit Facility a commitment fee in respect of any unused commitments under the CEI Revolving Credit Facility in the amount of 0.35 % per annum of the principal amount of the unused commitments of such lender, subject to three 0.05 % step-downs based on the Company’s net total leverage ratio.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

On February 6, 2023, the Company entered into an Incremental Assumption Agreement No.

1 unchanged sentence

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 the Company’s 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 the Company’s 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.

On June 28, 2024, the Company 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, the Company 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.

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

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

3 unchanged sentences

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.

The net proceeds from the issuance of the CEI Senior Secured Notes due 2032 (defined below) 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, the Company recognized $ 48 million of loss on early extinguishment of debt during the year ended December 31, 2024.

During the year ended December 31, 2024, the Company utilized and fully repaid the CEI Revolving Credit Facility.

Such activity is presented in the financing section in the Statements of Cash Flows.

As of December 31, 2024, the Company 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 (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 CEI Term Loan B-1 will mature on February 6, 2031.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

As of December 31, 2025, the Company 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

4 unchanged sentences

The CEI Senior Secured Notes due 2030 will mature on February 15, 2030, with interest payable semi-annually on February 15 and August 15 of each year.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

CEI Senior Secured Notes due 2032

4 unchanged sentences

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, the Company 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, the Company 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.

The net proceeds from the issuance of the CEI Senior Notes due 2032 (defined below) 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, the Company 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, the Company 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.

6 unchanged sentences

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.

On July 8, 2025, the Company 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

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

trademark sale.

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

Summary of Debt and Revolving Credit Facility Cash Flows from Financing Activities in 2025

5 unchanged sentences

CEI Term Loan B-1 — 29

CEI Senior Secured Notes due 2032 1,500 —

CEI Senior Secured Notes due 2025 — 3,399

CRC Senior Secured Notes — 989

CEI Senior Notes due 2027 — 546

CEI Senior Notes due 2032

Special Improvement District Bonds — 2

3 unchanged sentences

Debt 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 the Company’s and its subsidiaries’ ability to (among other items) incur additional indebtedness, make investments, make restricted payments, including dividends, grant liens, sell assets and make acquisitions.

2 unchanged sentences

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 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, applicable to the operations of Caesars Virginia.

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

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

The CEI Revolving Credit Facility, the CEI Term Loan A, the CEI Term Loan B, the CEI Term Loan B-1, the CEI Senior Secured Notes due 2030 and the CEI Senior Secured Notes due 2032 are guaranteed on a senior secured basis by each existing and future material wholly-owned domestic subsidiary of the Company and are secured by substantially all of the existing and future property and assets of the Company and its subsidiary guarantors (subject to certain exceptions).

The CEI Senior Notes due 2027, the CEI Senior Notes due 2029 and the CEI Senior Notes due 2032 are guaranteed on a senior unsecured basis by such subsidiaries.

The CEI Senior Notes due 2029 and the CEI Senior Notes due 2032 are guaranteed on a senior unsecured basis by such subsidiaries.

The CVA Revolving Credit Facility and the CVA Delayed Draw Term Loan are secured by substantially all material assets of Caesars Virginia, LLC and any newly formed wholly-owned subsidiary of Caesars Virginia, LLC.

5 unchanged sentences

Casino Revenues

Our casino revenues consist of gaming wagers, pari-mutuel commissions, sports betting and iGaming wagers.

Casino revenues are generated from gaming wagers, pari-mutuel wagers and commissions, sports betting and iGaming wagers.

Casino revenue represents the Company’s net win from these gaming activities, which is the difference between gaming wins and losses, not the total amount wagered.

Progressive jackpots are accrued and charged to revenue at the time the obligation to pay the jackpot is established.

Gaming revenues are recognized net of free bets, free play, matched deposits, and other similar incentives to its customers.

During significant promotional periods, such as entering new jurisdictions with our Caesars Sportsbook or Caesars Racebook apps, such activity could result in negative net gaming revenue.

Such periods are not long in duration as our level of investment during these promotional periods is within our discretion.

Pari-mutuel commissions consist of commissions earned from thoroughbred and harness racing and importing of simulcast signals from other racetracks and are recognized at the time wagers are made.

Gaming revenues are recognized net of free bets, free play, matched deposits, and other similar incentives provided to customers.

Incentive activity in highly competitive markets, or when entering new jurisdictions with Caesars’ sportsbook, racebook, or iGaming apps, may negatively impact net gaming revenues.

Pari-mutuel commissions are recognized at the time wagers are made and consist of commissions earned from live thoroughbred racing, live harness racing, or imported simulcast signals from other racetracks.

Such commissions are a designated portion of the wagering handle as determined by state racing commissions and are shown net of the taxes assessed by state and local agencies, as well as purses and other contractual amounts paid to horsemen associations.

The Company recognizes revenues from fees earned through the exporting of simulcast signals to other racetracks at the time wagers are made, which are recorded on a gross basis.

The Company also recognizes revenues from fees earned through the exporting of simulcast signals to other racetracks at the time wagers are made, which are recorded on a gross basis.

Such fees are based upon a predetermined percentage of handle as contracted with the other racetracks.

5 unchanged sentences

Sales and other taxes collected from customers on behalf of governmental authorities are accounted for on a net basis and are not included in net revenues or operating expenses.

The Company’s Statements of Operations presents net revenue disaggregated by type or nature of the good or service.

The Company’s Statements of Operations present net revenue disaggregated by type or nature of the good or service.

A summary of net revenues disaggregated by type of revenue and reportable segment is presented below.

38 unchanged sentences

Reserve for Uncollectible Accounts Receivable

An estimated allowance for doubtful accounts is maintained to reduce the Company’s receivables to their carrying amount, which approximates fair value.

An estimated allowance for credit losses is maintained to reduce the Company’s receivables to their carrying amount, which approximates fair value.

The allowance is estimated based on specific review of customer accounts, historical collection experience, customer relationships and reasonable forecasts which consider current economic and business conditions to reflect current expected credit loss.

6 unchanged sentences

Accounts receivable, net $ 476 $ 470

Allowance for Doubtful Accounts

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Allowance for Credit Losses

(In millions) Contracts Other (a)

1 unchanged sentence

$ 101 $ 17 $ 118

Provision for doubtful accounts 13 12 25

Provision for credit losses

Write-offs less recoveries ( 49 ) ( 17 ) ( 66 )

Balance as of December 31, 2023

Provision for doubtful accounts 29 12 41

Provision for credit losses

Write-offs less recoveries ( 31 ) ( 12 ) ( 43 )

Balance as of December 31, 2024

Provision for doubtful accounts 37 12 49

Provision for credit losses

Write-offs less recoveries ( 40 ) ( 9 ) ( 49 )

4 unchanged sentences

See Note 7 for further details.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Contract and Contract Related Liabilities

1 unchanged sentence

The Company generally has three types of liabilities related to contracts with customers:

(1) outstanding chip liability, which represents the amounts owed in exchange for gaming chips held by customers,(2) Caesars Rewards player loyalty program obligations, which represent the deferred allocation of revenue relating to reward credits granted to Caesars Rewards members based on certain types of customer spend, including online and retail gaming, hotel, dining, retail shopping, and player loyalty program incentives earned, and (3) customer deposits and other deferred revenue, which primarily represents funds deposited by customers related to gaming play and advance payments received for goods and services yet to be provided (such as advance ticket sales, deposits on rooms and convention space, unpaid wagers, iGaming deposits, or future sports bets).

(1) an outstanding chip liability, (2) Caesars Rewards player loyalty program obligations, and (3) customer deposits and other deferred revenue.

These liabilities are generally expected to be recognized as revenue within one year of being purchased, earned, or deposited and are recorded within accrued other liabilities on the Company’s Balance Sheets.

Liabilities expected to be recognized as revenue beyond one year of being purchased, earned, or deposited are recorded within other long-term liabilities on the Company’s Balance Sheets.

The following table summarizes the activity related to short-term and long-term contract and contract related liabilities:

Outstanding Chip Liability Caesars Rewards Customer Deposits and Other Deferred Revenue

(In millions) 2025 2024 2025 2024 2025 2024

Balance at January 1 $ 47 $ 42 $ 79 $ 86 $ 549 $ 693

Balance at December 31 39 47 89 79 492 549

Increase (decrease) $ ( 8 ) $ 5 $ 10 $ ( 7 ) $ ( 57 ) $ ( 144 )

During the year ended December 31, 2025, customer deposits and other deferred revenue decreased primarily due to a reduction in gaming deposits.

During the year ended December 31, 2024, customer deposits and other deferred revenue decreased primarily due to a reduction in gaming deposits and advanced ticket sales.

Outstanding Chip Liability

The Company recognizes the impact on gaming revenues on an annual basis to reflect an estimate of the change in the value of outstanding chips that are not expected to be redeemed.

The outstanding chip liability represents the amounts owed for the exchange of gaming chips in the possession of our customers.

Annually, the Company estimates the value of outstanding chips that are not expected to be redeemed and recognizes the impact on gaming revenues.

This estimate is determined by measuring the difference between the total value of chips placed in service less the value of chips under our control.

This measurement is performed on an annual basis utilizing a methodology in which a consistent formula is applied to estimate the percentage of chips not in our custody that are not expected to be redeemed.

In addition to the formula, certain judgments are made with regard to various denominations and souvenir chips.

This measurement utilizes a methodology in which a consistent formula is applied to estimate the percentage of chips not in our custody that are not expected to be redeemed, with consideration of chip denominations and souvenir chips.

The outstanding chip liability is included in accrued other liabilities on the Balance Sheets.

1 unchanged sentence

Caesars Rewards grants Reward Credits to Caesars Rewards Members based on various types of customer spend, including online and retail gaming, hotel, dining, and retail shopping at Caesars-affiliated properties.

The Caesars Rewards liability represents the deferred allocation of revenue relating to reward credits granted to Caesars Rewards members based on certain types of customer spend, including retail and online gaming, hotel, dining, retail shopping, and player loyalty program incentives earned.

Members may redeem Reward Credits for complimentary or discounted goods and services such as rooms, food and beverages, merchandise, free play, entertainment, and travel accommodations.

1 unchanged sentence

A member’s Reward Credit balance is forfeited if the member does not earn at least one Reward Credit during a continuous six-month period.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Because of the significance of the Caesars Rewards program and the ability for customers to accumulate Reward Credits based on their past play, we have determined that Reward Credits granted in conjunction with other earning activity represent a performance obligation.

1 unchanged sentence

When the activity underlying the “earning” of the Reward Credits has a wide range of selling prices and is highly variable, such as in the case of gaming activities, we use the residual approach in this allocation by computing the value of the Reward Credits as described below and allocating the residual amount to the gaming activity.

This allocation results in a significant portion of the transaction price being deferred and is recognized as revenue when the Reward Credits are redeemed in accordance with the specific recognition policy of the activity for which the credits are redeemed.

This allocation results in a significant portion of the transaction price being deferred and recognized as revenue when the Reward Credits are redeemed in accordance with the specific recognition policy of the activity for which the credits are redeemed.

Our Caesars Rewards loyalty program includes various tiers that offer different benefits, and members are able to earn credits towards tier status, which generally enables them to receive discounts similar to those provided as complimentaries described below.

1 unchanged sentence

We have determined the SSP of a Reward Credit by computing the redemption value of credits expected to be redeemed.

Because Reward Credits are not otherwise independently sold, we analyzed all Reward Credit redemption activity over the preceding calendar year and determined the redemption value based on the fair market value of the goods and services for which the Reward Credits were redeemed.

Because Reward Credits are not otherwise independently sold, we analyzed all Reward Credit redemption activity over the preceding year and determined the redemption value based on the fair market value of the goods and services for which the Reward Credits were redeemed.

We have applied the practical expedient under the portfolio approach to our Reward Credit transactions because of the similarity of gaming and other transactions and the homogeneity of Reward Credits.

1 unchanged sentence

We periodically reassess our customer behaviors and revise our expectations as deemed necessary on a prospective basis.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following table summarizes the activity related to short-term and long-term contract and contract related liabilities:

Outstanding Chip Liability Caesars Rewards Customer Deposits and Other Deferred Revenue

(In millions) 2024 2023 2024 2023 2024 2023

Balance at January 1 $ 42 $ 45 $ 86 $ 87 $ 693 $ 693

Balance at December 31 47 42 79 86 549 693

Increase (decrease) $ 5 $ ( 3 ) $ ( 7 ) $ ( 1 ) $ ( 144 ) $ —

Customer deposits and other deferred revenues decreased in 2024 primarily due to a reduction in both advanced ticket sales and gaming deposits.

Customer Deposits and Other Deferred Revenue

Customer deposits and other deferred revenue primarily represents funds deposited by customers related to gaming play or advance payments received for goods and services yet to be provided.

This includes, among other things, advance ticket sales, deposits on rooms and convention space, unpaid wagers, iGaming deposits, and future sports bets.

Complimentaries

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Complimentaries provided by third parties at the discretion and under the control of the Company are recorded as an expense when incurred.

The Company’s revenues included complimentaries and loyalty point redemptions totaling $ 1.3 billion, $ 1.4 billion and $ 1.2 billion for the years ended December 31, 2024, 2023 and 2022, respectively.

The Company’s revenues included complimentaries and loyalty point redemptions totaling $ 1.3 billion for both years ended December 31, 2025 and 2024 and $ 1.4 billion for the year ended December 31, 2023.

Earnings per Share

2 unchanged sentences

The number of additional shares is calculated by assuming that outstanding stock options were exercised, that outstanding restricted share units were released and that the proceeds from such activities were used to acquire shares of common stock at the average market price during the reporting period.

For a period in which the Company generated a net loss from continuing operations attributable to Caesars, the weighted average shares outstanding - basic was used in calculating diluted loss per share because using diluted shares would have been anti-dilutive to loss per share.

For a period in which the Company generated a net loss attributable to Caesars, the weighted average shares outstanding - basic was used in calculating diluted loss per share because using diluted shares would have been anti-dilutive to loss per share.

CAESARS ENTERTAINMENT, INC.

3 unchanged sentences

(In millions, except per share amounts) 2025 2024 2023

Net income (loss) from continuing operations attributable to Caesars, net of income taxes

$ ( 278 ) $ 786 $ ( 513 )

Discontinued operations, net of income taxes — — ( 386 )

Net income (loss) attributable to Caesars

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Weighted average shares outstanding – diluted 208 215 216

Basic income (loss) per share from continuing operations

$ ( 1.29 ) $ 3.65 $ ( 2.39 )

Basic loss per share from discontinued operations — — ( 1.80 )

Net income (loss) per common share attributable to common stockholders – basic:

$ ( 2.42 ) $ ( 1.29 ) $ 3.65

Diluted income (loss) per share from continuing operations

$ ( 1.29 ) $ 3.64 $ ( 2.39 )

Diluted loss per share from discontinued operations — — ( 1.80 )

Net income (loss) per common share attributable to common stockholders – diluted:

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As of December 31, 2025, the Company had approximately 8 million shares available for grant under the 2015 Plan.

Equity awards granted to employees and executive officers generally vest within one to three years from the grant date either ratably on each anniversary, or entirely at the end of the service period.

Equity awards granted to employees and executive officers generally vest within three years from the grant date either ratably on each anniversary, or entirely at the end of the service period.

Awards may also contain performance conditions in addition to time based vesting conditions.

2 unchanged sentences

RSUs granted to non-employee directors generally vest immediately and are issued on the vesting date, or may be deferred.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Total stock-based compensation expense in the accompanying Statements of Operations was $ 95 million, $ 94 million and $ 104 million during the years ended December 31, 2025, 2024 and 2023, respectively.

1 unchanged sentence

Restricted Stock Unit Activity

During the year ended December 31, 2024, the Company granted RSUs to employees of the Company with an aggregate fair value of $ 88 million.

During the year ended December 31, 2025, the Company granted RSUs to employees of the Company with an aggregate fair value of $ 79 million, which generally vest ratably on each anniversary over three years from the grant date.

Each RSU represents the right to receive payment in respect of one share of the Company’s Common Stock.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

A summary of the RSUs activity for the year ended December 31, 2025 is presented in the following table:

12 unchanged sentences

During the year ended December 31, 2025, the Company granted PSUs to employees of the Company with an aggregate fair value of $ 5 million as of December 31, 2025.

On the vesting date, recipients will receive between 0 % and 200 % of the target number of PSUs granted, in the form of Company Common Stock, based on the achievement of specified performance conditions and terms of the underlying award agreement.

On the vesting date, recipients will generally receive between 0 % and 200 % of the target number of PSUs granted, in the form of Company Common Stock, based on the achievement of specified performance conditions and terms of the underlying award agreement.

The fair value of the PSUs is based on the market price of our common stock when a mutual understanding of the key terms and conditions of the awards between the Company and recipient is achieved.

11 unchanged sentences

____________________

(a) This represents the weighted-average grant date fair value for PSUs where the grant date has been achieved or the price of our common stock as of the balance sheet date for PSUs where a grant date has not been achieved.

(a) Represents the weighted-average grant date fair value for PSUs where the grant date has been achieved or the price of our common stock as of the balance sheet date for PSUs where a grant date has not been achieved.

Market-Based Stock Unit Activity

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(a) Represents the grant date fair value determined using a Monte Carlo simulation model.

Stock Option Activity

There was no stock option activity during the year ended December 31, 2024.

Stock Option Exercises

Years Ended December 31,

(Dollars in millions) 2024 2023 2022

Option Exercises:

Number of options exercised — 88 43,384

Cash received for options exercised $ — $ — $ 1

Aggregate intrinsic value of options exercised $ — $ — $ 2

Unrecognized Compensation Cost

2 unchanged sentences

The changes in AOCI by component, net of tax, for the periods through December 31, 2025 and 2024 are shown below.

Changes in AOCI by component, net of tax

(In millions) Unrealized Net Gains on Derivative Instruments Foreign Currency Translation Adjustments Other Total

(In millions) Accumulated Other Comprehensive Income (Loss)

Balances as of December 31, 2023

Other comprehensive income before reclassifications — 1 4 5

Total other comprehensive income, net of tax — 1 4 5

Foreign currency and other

Balances as of December 31, 2024 $ 96

Other comprehensive loss before reclassifications — — ( 1 ) ( 1 )

Total other comprehensive loss, net of tax — — ( 1 ) ( 1 )

Foreign currency and other

Balances as of December 31, 2025 $ 98

Share Repurchase Program

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

For the year ended December 31, 2024, the Company acquired 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, and an average of $ 36.38 per share.

In connection with these repurchases, including repurchases of $ 9 million in 2018, the 2018 Share Repurchase Program was completed and all shares repurchased under the 2018 Share Repurchase Program were retired.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

Share Repurchase Programs

During the year ended December 31, 2024, the Company reached the limit of authorized repurchases under the $ 150 million common stock repurchase plan announced on November 8, 2018, by acquiring 3,872,478 shares of common stock at an aggregate value of $ 141 million.

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

Under the 2024 Share Repurchase Program, the Company 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, the Company has 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, and an average of $ 39.59 per share.

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 the Company is required to repurchase under the 2024 Share Repurchase Program.

All share repurchases under the 2024 Share Repurchase Program are retired upon repurchase.

No shares were repurchased during the years ended December 31, 2023 or 2022.

Shares Held in Escrow

In connection with the settlement of convertible notes during 2021, the Company issued approximately 139 thousand shares of common stock, at a fair value of approximately $ 14 million.

The shares were contributed to, and held in, an escrow trust which was recorded within Treasury stock.

During the year ended December 31, 2024, the shares were released from escrow and returned to the Company following an update to the estimated disputed claims liability.

The following table illustrates the Company’s shares repurchased for the years ended December 31, 2025, 2024 and 2023:

Years Ended December 31,

(In millions, except share and per share data)

2025 2024 2023

Shares repurchased (a)

9,606,145 5,135,468 —

Total cost (b)

$ 229 $ 191 $ —

Average price paid per share $ 23.86 $ 37.17 $ —

____________________

(a) Shares repurchased reflect repurchases settled during the years ended December 31, 2025, 2024 and 2023, as applicable.

These amounts exclude repurchases, if any, traded but not yet settled on or before December 31, 2025, 2024 and 2023, respectively.

(b) Total cost excludes commissions or applicable excise tax.

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

All shares repurchased under the 2024 Share Repurchase Program are retired upon repurchase.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Employee Benefit Plans

3 unchanged sentences

Defined-Benefit Plans

Scioto Downs sponsors a noncontributory defined-benefit plan covering all full-time employees meeting certain age and service requirements.

Scioto Downs sponsors a noncontributory defined-benefit plan that covered all full-time employees meeting certain age and service requirements.

On May 31, 2001, the plan was amended to freeze eligibility, accrual of years of service and benefits.

As of December 31, 2024, the fair value of the plan assets and benefit obligation was $ 1 million.

We did not make cash contributions to the pension plan during 2024, 2023 and 2022.

As of December 31, 2025, the fair value of the plan assets and benefit obligation were both approximately $ 1 million.

We did not make cash contributions to the pension plan during the years ended December 31, 2025, 2024 or 2023.

In addition, the Company also sponsors a defined-benefit plan for certain Tropicana Atlantic City employees under a Variable Annuity Pension Plan.

As of December 31, 2024, the fair value of the plan assets was $ 29 million and benefit obligations totaled $ 19 million.

As of December 31, 2025, the fair value of the plan assets was $ 33 million and the benefit obligations were $ 22 million.

Contributions to the plan were $ 2 million for each of the years ended December 31, 2025, 2024 and 2023, respectively.

9 unchanged sentences

Deferred Compensation Plan, and (v) the Harrah’s Entertainment, Inc.

Executive Deferred Compensation Plan (collectively, the “existing deferred compensation plans”).

Executive Deferred Compensation Plan (collectively, the “frozen plans”).

These plans are deferred compensation plans that allowed certain employees an opportunity to save for retirement and other purposes.

2 unchanged sentences

The total liability recorded in Other long-term liabilities in the Balance Sheets for these plans was $ 28 million and $ 30 million as of December 31, 2025 and 2024, respectively.

CEI is a party to a trust agreement and an escrow agreement (collectively the “Agreements”) with respect to the five frozen plans, each structured as a so-called “rabbi trust” arrangement, which holds assets that may be used to satisfy obligations under the existing deferred compensation plans above.

Amounts held pursuant to the Agreements were $ 51 million and $ 53 million, as of December 31, 2025 and 2024, respectively, and have been reflected within Other long-term assets, net in the Balance Sheets.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

CEI is a party to a trust agreement (the “Trust Agreement”) and an escrow agreement with respect to all five of the existing deferred compensation plans (the “Escrow Agreement”), each structured as a so-called “rabbi trust” arrangement, which holds assets that may be used to satisfy obligations under the existing deferred compensation plans above.

Amounts held pursuant to the Trust Agreement and the Escrow Agreement were $ 53 million and $ 67 million, as of December 31, 2024 and 2023, respectively, and have been reflected within Other long-term assets, net in the Balance Sheets.

Multi-Employer Pension Plans

10 unchanged sentences

2025 2024 2023 Surcharge Imposed Expiration Date of Collective Bargaining Agreement (c)

Southern Nevada Culinary and Bartenders Pension Plan (d)

Western Unite Here and Employers Pension Fund (d)(e)

93-4160766/ 001

Green No $ 28 $ 27 $ 26 No September 30, 2028

Legacy Plan of the UNITE HERE Retirement Fund (d)(e)

Legacy Plan of the UNITE HERE Retirement Fund (f)

82-0994119/ 001

16 unchanged sentences

(d) The Company provided more than 5 % of the total contributions for the plan year ended December 31, 2024 and as of the date the financial statements were issued, Forms 5500 were not available for the 2025 plan year.

(e) The HEREIU Pension Fund consists of two separate plans, the Legacy Plan of the HEREIU Pension Fund and the Adjustable Plan of the HEREIU Pension Fund.

(e) Merged pension fund formed in 2024 that holds all the assets of the former Southern Nevada Culinary and Bartenders Pension Plan.

Contributions prior to the merger were funded to the former plan.

(f) The HEREIU Pension Fund consists of two separate plans, the Legacy Plan of the HEREIU Pension Fund and the Adjustable Plan of the HEREIU Pension Fund.

CEI makes a single contribution to the HEREIU Pension Fund, the Trustees of which allocate such contribution between the Legacy Plan and the Adjustable Plan.

The contribution amount reflected to the Legacy Plan is the aggregate contribution made to the HEREIU Pension Fund before such allocation between the Legacy Plan and the Adjustable Plan of the HEREIU Pension Fund.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The components of the Company’s provision for income taxes for the years ended December 31, 2025, 2024 and 2023 are presented below.

4 unchanged sentences

$ ( 448 ) $ ( 124 ) $ ( 60 )

Income Tax Provision (Benefit) from Continuing Operations

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Income Tax Provision (Benefit) from Operations

Years Ended December 31,

13 unchanged sentences

Income tax provision (benefit) applicable to:

Income from continuing operations

Income (loss) from operations

$ ( 11 ) $ 87 $ ( 888 )

Discontinued operations — — ( 50 )

Additional paid-in capital — — ( 12 )

Other comprehensive income — — 1

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following is a reconciliation of the statutory federal income tax of 21% to the Company’s reported income tax provision (benefit) for the years ended December 31, 2025, 2024 and 2023:

3 unchanged sentences

State and local income tax provision (benefit) *

Nondeductible compensation and benefits 17 16 13

Goodwill impairment and write offs 53 3 3

Increase (decrease) in uncertain tax positions 1 — ( 1 )

Change in tax rates from change in tax law before valuation allowance 38 25 86

3 ( 0.7 ) % 2 ( 1.6 ) % ( 114 ) 190.0 %

Foreign taxes

Deferred tax adjustment related to William Hill acquisition — — 30

United Kingdom

Branch taxes 4 ( 0.9 ) % 4 ( 3.2 ) % 3 ( 5.0 ) %

Other ( 1 ) 0.2 % — — % — — %

Other foreign jurisdictions — — % 2 ( 1.6 ) % 3 ( 5.0 ) %

Federal effect of change in tax law or rates — — % — — % — — %

Federal effect of cross-border tax laws — — % ( 1 ) 0.8 % ( 1 ) 1.7 %

Federal tax credits

Research and development tax credit ( 3 ) 0.7 % ( 3 ) 2.4 % ( 7 ) 11.7 %

FICA tax credit ( 7 ) 1.6 % ( 8 ) 6.5 % ( 8 ) 13.3 %

Foreign tax credit 4 ( 0.9 ) % ( 4 ) 3.2 % — — %

Other tax credits

( 1 ) 0.2 % ( 1 ) 0.8 % ( 1 ) 1.7 %

Change in federal valuation allowance 43 ( 9.6 ) % 56 ( 45.2 ) % ( 764 ) 1274.0 %

Federal effect of nontaxable or nondeductible items

Goodwill impairments 27 ( 6.0 ) % 53 ( 42.7 ) % 3 ( 5.0 ) %

Nondeductible compensation and benefits 7 ( 1.6 ) % 8 ( 6.5 ) % 8 ( 13.3 ) %

Minority interests ( 14 ) 3.1 % ( 14 ) 11.3 % ( 9 ) 15.0 %

Valuation allowance 36 ( 889 ) ( 55 )

Tax credits ( 10 ) ( 14 ) ( 10 )

Share based compensation awards 12 ( 2.7 ) % 12 ( 9.7 ) % 10 ( 16.7 ) %

Other nontaxable or nondeductible items 4 ( 0.9 ) % 6 ( 4.8 ) % 2 ( 3.3 ) %

Increase/(decrease) in unrecognized tax benefits 6 ( 1.3 ) % 1 ( 0.8 ) % — — %

Other ( 1 ) 0.3 % — ( 0.1 ) % — ( 0.1 ) %

Reported income tax provision (benefit) $ ( 11 ) 2.5 % $ 87 ( 70.2 ) % $ ( 888 ) 1480.0 %

____________________

* In 2025, state and local income taxes in Maryland and New Jersey made up the majority (greater than 50 percent) of the tax effect in this category.

In 2024, state and local income taxes in Florida, Maryland, and New Jersey made up the majority of the tax effect in this category.

In 2023, state and local income taxes in Illinois and New Jersey made up the majority of the tax effect in this category.

CAESARS ENTERTAINMENT, INC.

18 unchanged sentences

Valuation allowance ( 1,021 ) ( 956 )

Net deferred tax liabilities $ ( 68 ) $ ( 55 )

Net deferred tax assets (liabilities)

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

Accordingly, the Company 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, the Company reversed the valuation allowance related to these deferred tax assets and recorded an income tax benefit of $ 940 million.

The Company is still carrying a valuation allowance on certain federal and state deferred tax assets that are not more likely than not to be realized in the future.

The Company is carrying a valuation allowance on certain federal and state deferred tax assets that are not more likely than not to be realized in the future.

The Company has assessed the changes to the valuation allowance, including realization of the disallowed interest expense deferred tax asset, using the integrated approach.

9 unchanged sentences

It is unlikely that the limitation will adversely affect the Company’s ability to utilize its net operating loss carryovers against its future taxable income.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Reconciliation of Unrecognized Tax Benefits Years Ended December 31,

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Balance as of beginning of year $ 116 $ 124 $ 128

Sale of William Hill International — — ( 24 )

Additions based on tax positions related to the current year — — —

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Reserve amounts relate to any potential income tax liabilities resulting from uncertain tax positions as well as potential interest or penalties associated with those liabilities.

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

We accrue interest and penalties related to unrecognized tax benefits in income tax expense.

During 2025, we increased our unrecognized tax benefits by $ 4 million, primarily due to federal and state research tax credits claimed.

During 2024, we decreased our unrecognized tax benefits by $ 8 million, primarily due to a reduction in the Louisiana state tax rate due to a change in tax law.

During 2023, we decreased our unrecognized tax benefits by $ 4 million, primarily due to the noncash settlement of a state audit.

During 2022, we decreased our unrecognized tax benefits by $ 29 million, primarily due to the sale of William Hill International.

There was an accrual for the payment of interest and penalties of $ 1 million as of December 31, 2024 and no accrual for the payment of interest and penalties as of December 31, 2023.

There was an accrual for the payment of interest and penalties of $ 2 million and $ 1 million as of December 31, 2025 and December 31, 2024, respectively.

Included in the balances of unrecognized tax benefits as of December 31, 2025 and December 31, 2024 was $ 110 million and $ 106 million, respectively, of unrecognized tax benefits that, if recognized, would impact the effective tax rate.

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With few exceptions, the Company is no longer subject to US federal or state and local tax assessments by tax authorities for years before 2022.

We believe that it is reasonably possible that the unrecognized tax benefits liability will not materially change within the next 12 months.

Audit outcomes and the timing of audit settlements are subject to significant uncertainty.

Although we believe that adequate provision has been made for such issues, there is the possibility that the ultimate resolution of such issues could have an adverse effect on our earnings.

Conversely, if these issues are resolved favorably in the future, the related provision would be reduced, thus having a favorable impact on earnings.

The following is a break-out of the significant income taxes paid (refunded) for the years ended December 31, 2025, 2024 and 2023:

Years Ended December 31,

(In millions) 2025 2024 2023

$ 60 $ 10 $ —

United Kingdom

Other foreign

$ 81 $ 48 $ 26

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* Included in the Federal income taxes paid for the year ended December 31, 2025 is $ 19 million of tax credits that the Company purchased from a third-party.

Related Party and Affiliate Transactions

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CVA Holdco, LLC

In May 2023, the Company entered into a joint venture, CVA Holdco, LLC, with EBCI and an additional minority partner, to construct, own and operate a gaming facility in Danville, Virginia (“Caesars Virginia”).

In May 2023, the Company entered into a joint venture, CVA Holdco, LLC, with the Eastern Band of Cherokee Indians, to construct, own and operate a gaming facility in Danville, Virginia (“Caesars Virginia”).

Caesars Virginia opened in a temporary facility on May 15, 2023 followed by the completion of construction and opening of the permanent facility on December 17, 2024.

As the managing member, the Company operates the business and has managed the development, construction, financing, marketing, leasing, maintenance and day-to-day operation of the various phases of the project.

The Company holds a 50.0 % variable interest in the joint venture and is the primary beneficiary;

as such, the joint venture’s operations are included in the Financial Statements, with a minority interest recorded reflecting the operations attributed to the other partner.

The Company holds a

CAESARS ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Company participates ratably, based on ownership percentage, with the partners in the profits and losses of the joint venture.

50.0 % variable interest in the joint venture and is the primary beneficiary;

as such, the joint venture’s operations are included in the Financial Statements, with a minority interest recorded reflecting the operations attributed to the other partner.

The Company participates ratably, based on ownership percentage, in the profits and losses of the joint venture.

During the year ended December 31, 2025, the Company made distributions totaling $ 102 million to the partners.

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As the managing member, Cordish will operate the business and manage the development, construction, financing, marketing, leasing, maintenance and day-to-day operation of the various phases of the project.

Additionally, Cordish will be responsible for the development of the master plan for the project with the Company’s input and will submit it for the Company’s review and approval.

Additionally, Cordish is responsible for the development of the master plan for the project with the Company’s input and will submit it for the Company’s review and approval.

While the Company holds a 50 % variable interest in the joint venture, it is not the primary beneficiary;

as such, the investment in the joint venture is accounted for using the equity method and is recorded in Investment in and advances to unconsolidated affiliates on the Balance Sheets.

as such, the investment in the joint venture is accounted for using the equity method and is recorded in Investments in and advances to unconsolidated affiliates on the Balance Sheets.

The Company participates evenly with Cordish in the profits and losses of the joint venture, which are included in Transaction and other costs, net on the Statements of Operations.

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Balance as of January 1, 2024

Contributions

Distributions

Equity in earnings

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(1) Las Vegas, (2) Regional, (3) Caesars Digital, and (4) Managed and Branded, in addition to Corporate and Other.

See table below for a summary of these segments.

Also, see Note 3 , Note 4 and Note 5 for a discussion of the impairment of intangibles and long-lived assets related to certain segments.

See the table below for a summary of these segments.

Also, see Note 5 for a discussion of the impairment of goodwill and intangibles related to certain segments.

CAESARS ENTERTAINMENT, INC.

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Caesars Palace Las Vegas

Caesars Atlantic City Harveys Lake Tahoe

Caesars Atlantic City Harrah’s Pompano Beach

Caesars New Orleans

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Flamingo Las Vegas

Caesars Virginia (a)

Horseshoe Black Hawk

Caesars Republic Lake Tahoe Horseshoe Black Hawk

Harrah’s Cherokee

Harrah’s Las Vegas

Circus Circus Reno Horseshoe Bossier City Harrah’s Cherokee Valley River

Caesars Virginia

Horseshoe Bossier City Harrah’s Cherokee Valley River

Horseshoe Las Vegas

Eldorado Gaming Scioto Downs Horseshoe Council Bluffs Harrah’s Resort Southern California

Circus Circus Reno Horseshoe Council Bluffs Harrah’s Resort Southern California

The LINQ Hotel & Casino

Eldorado Resort Casino Reno Horseshoe Hammond Caesars Windsor

Eldorado Gaming Scioto Downs Horseshoe Hammond Caesars Windsor (a)

Paris Las Vegas

Grand Victoria Casino Horseshoe Indianapolis

Eldorado Resort Casino Reno Horseshoe Indianapolis

Planet Hollywood Resort & Casino

Grand Victoria Casino Horseshoe Lake Charles

Caesars Southern Indiana

Harrah’s Atlantic City

Horseshoe Lake Charles

Caesars Republic Scottsdale

Harrah’s Columbus Nebraska (b)

Horseshoe St.

Caesars Southern Indiana

Harrah’s Northern California

Caesars Digital Harrah’s Columbus Nebraska

Horseshoe Tunica

Caesars Digital Harrah’s Council Bluffs

Horseshoe Tunica Harrah’s Northern California

Caesars Digital Harrah’s Gulf Coast

Isle Casino Bettendorf

Harrah’s Hoosier Park Racing & Casino

Harrah’s Gulf Coast

Isle of Capri Casino Boonville

Harrah’s Joliet

Harrah’s Hoosier Park Racing & Casino

Isle of Capri Casino Lula

Harrah’s Lake Tahoe

Harrah’s Joliet

Isle Casino Waterloo

Harrah’s Laughlin

Harrah’s Lake Tahoe

Lady Luck Casino - Black Hawk

Harrah’s Metropolis

Harrah’s Laughlin

Silver Legacy Resort Casino

Harrah’s North Kansas City

Harrah’s Metropolis

Trop Casino Greenville

Harrah’s Philadelphia

Harrah’s North Kansas City

Tropicana Atlantic City

Harrah’s Pompano Beach

Harrah’s Philadelphia

Tropicana Laughlin Hotel & Casino

____________________

(a) Temporary gaming facility opened on May 15, 2023.

The construction of the permanent facility of Caesars Virginia was complete and opened on December 17, 2024.

(b) Temporary gaming facility was open from June 12, 2023 through March 20, 2024, closing in anticipation of the permanent facility which opened on May 17, 2024, following weeks of construction disruption due to weather.

(a) In May 2025, the Ontario Lottery and Gaming Corporation selected Caesars to assume the full operation of Caesars Windsor, which is expected to occur in March 2026, at which time the property will move into our Regional segment.

Certain of our properties operate off-track betting locations, including Harrah’s Hoosier Park Racing & Casino, which operates Winner’s Circle Indianapolis and Winner’s Circle New Haven, and Horseshoe Indianapolis, which operates Winner’s Circle Clarksville.

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The CAESARS FORUM is a 550,000 square feet conference center with 300,000 square feet of flexible meeting space, two of the largest pillarless ballrooms in the world and direct access to the LINQ.

We also opened our first non-gaming hotel experience in the United States on March 6, 2024 at Caesars Republic Scottsdale featuring approximately 270 hotel rooms, approximately 20,000 square feet of event space and hotel amenities including, pools, bars, lounges, and celebrity partnered restaurants.

Corporate and Other includes certain unallocated corporate overhead costs and other adjustments, including eliminations of transactions among segments, to reconcile to the Company’s consolidated results.

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The CODM uses Adjusted EBITDA during the annual budgeting process and evaluates budget-to-actual variances on a regular basis to make decisions about the allocation of operating and capital resources.

Annual incentive awards have historically been based on the achievement of Adjusted EBITDA as a primary metric as the Company believes it most accurately reflects our results and represents a key metric in our industry.

Annual incentive awards and bonus plans have historically been based on the achievement of Adjusted EBITDA as a primary metric as the Company believes it most accurately reflects our results and represents a key metric in our industry.

CAESARS ENTERTAINMENT, INC.

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____________________

(a) Labor expense for the Las Vegas segment includes $ 49 million and $ 65 million for the years ended December 31, 2023 and 2022, respectively, related to Rio-All Suite Hotel & Casino which was divested at the end of the third quarter of 2023.

(a) Labor expense for the Las Vegas segment includes $ 49 million for the year ended December 31, 2023, related to Rio-All Suite Hotel & Casino which was divested at the end of the third quarter of 2023.

(b) The ‘Other segment expenses’ category for each of our reportable segments primarily includes:

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marketing and advertising expenses;

and software and licenses expenses.

and software and license expenses.

• Managed and Branded - Reimbursable expenses which are primarily payroll costs associated with our managed properties.

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Adjusted EBITDA is presented as a measure of the Company’s performance.

Adjusted EBITDA is defined as revenues less certain operating expenses and is composed of net income (loss) before (i) interest income and interest expense, net of interest capitalized, (ii) income tax (benefit) provision, (iii) depreciation and amortization, and (iv) certain items that we do not consider indicative of our ongoing operating performance at an operating property level.

Adjusted EBITDA is defined as revenues less certain operating expenses and is comprised of net income (loss) before (i) interest income and interest expense, net of interest capitalized, (ii) income tax (benefit) provision, (iii) depreciation and amortization, and (iv) certain items that we do not consider indicative of our ongoing operating performance at an operating property level.

In evaluating Adjusted EBITDA you should be aware that, in the future, we may incur expenses that are the same or similar to some of the adjustments in this presentation.

The presentation of Adjusted EBITDA should not be construed as an inference that future results will be unaffected by unusual or unexpected items.

Adjusted EBITDA is a financial measure commonly used in our industry and should not be construed as an alternative to net income (loss) as an indicator of operating performance or as an alternative to cash flow provided by operating activities as a measure of liquidity (as determined in accordance with GAAP).

Adjusted EBITDA is a financial measure commonly used in our industry and should not be construed as an alternative to net income (loss) as an indicator of operating performance or as an alternative to cash flows provided by operating activities as a measure of liquidity (as determined in accordance with GAAP).

Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies within the industry.

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$ ( 502 ) $ ( 278 ) $ 786

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

Net loss from discontinued operations — — 386

Net income attributable to noncontrolling interests 65 67 42

(Benefit) provision for income taxes (a)

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Interest expense, net 2,304 2,366 2,342

Depreciation and amortization 1,324 1,261 1,205

Impairment charges (c)

Depreciation and amortization 1,417 1,324 1,261

Transaction costs and other, net (d)

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(a) Benefit for income taxes for the year ended December 31, 2023 includes the release of $ 940 million of valuation allowance against deferred tax assets.

(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.

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

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.

Capital Expenditures, Net - By Segment

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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 8. Financial Statements and Supplementary Data