What changed in this filing

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Item 9A. Controls and Procedures

2026-02-17 compared with 2025-02-25 · 48 added, 40 removed, 338 unchanged (21% of the section changed)

12 unchanged sentences

Changes in Internal Control Over Financial Reporting

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

During the three months ended December 31, 2025, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

31 unchanged sentences

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

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

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

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

53 unchanged sentences

3.2 Amended and Restated Bylaws of Caesars Entertainment, Inc.

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

4.1 Description of Capital Stock

Filed herewith.

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

Bank National Association, as trustee.

Previously filed on Form 8-K filed on July 28, 2025.

First Supplemental Indenture, dated as of July 20, 2020, to Indenture (8.125% CEI Senior Notes due 2027), dated as of July 6, 2020, by and among Colt Merger Sub, Inc., Eldorado Resorts, Inc., the subsidiary guarantors party thereto and U.S.

Bank National Association, as trustee.

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

Second Supplemental Indenture, dated as of June 4, 2021, to Indenture (8.125% CEI Senior Notes due 2027), dated as of July 6, 2020, by and among Caesars Entertainment, Inc., the subsidiary guarantors party thereto and U.S.

Bank National Association, as trustee.

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

Third Supplemental Indenture, dated as of November 3, 2023, to Indenture (8.125% CEI Senior Notes due 2027), dated as of July 6, 2020, by and among Caesars Entertainment, Inc., the subsidiary guarantors party thereto and U.S.

Bank National Association, as trustee.

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

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

Bank National Association, as trustee.

4.1 Description of Capital Stock

Filed herewith.

10 unchanged sentences

Bank National Association, as trustee.

Filed herewith.

Previously filed on Form 10-K filed on February 25, 2025.

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

13 unchanged sentences

Bank National Association, as Collateral Agent.

Filed herewith.

Previously filed on Form 10-K filed on February 25, 2025.

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

2 unchanged sentences

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

Description of Exhibit Method of Filing

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

5 unchanged sentences

Bank National Association, as Collateral Agent.

Filed herewith.

Previously filed on Form 10-K filed on February 25, 2025.

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

1 unchanged sentence

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

Description of Exhibit Method of Filing

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

27 unchanged sentences

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

Description of Exhibit Method of Filing

10.15 Thirteenth Amendment to Lease, dated as of June 27, 2025, by and among the entities listed on Schedules A and B thereto and Propco TRS LLC.

Previously filed on Form 10-Q filed on July 29, 2025.

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

7 unchanged sentences

Previously filed on Form10-K on March 1, 2021.

Description of Exhibit Method of Filing

10.20 Fifth Amendment to Lease, dated as of September 3, 2021, by and among Harrah’s Joliet Landco LLC, Des Plaines Development Limited Partnership, CEOC, LLC and Propco TRS LLC.

13 unchanged sentences

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

10.25 Right of First Refusal Agreement, dated as of September 3, 2021 , by and between EBCI Holdings LLC , Caesars Entert ainment , Inc .

and VICI Properties L.P.

( Caesars Virginia ).

Filed herewith.

10.26 Second Amendment to Golf Course Use Agreement, dated as of July 20, 2020, by and among Rio Secco LLC, Cascata LLC, Chariot Run LLC, Grand Bear LLC, Caesars Enterprise Services, LLC, CEOC, LLC and, solely for purposes of Section 2.1(c) thereof, Caesars License Company, LLC.

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

10.25* Amended and Restated Put-Call Right Agreement, dated as of July 20, 2020, by and among Claudine Propco, LLC and Eastside Convention Center, LLC.

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

10.27* Second Amended and Restated Put-Call Right Agreement entered into as of September 18, 2020 by and among Claudine Propco LLC and Caesars Convention Center Owner, LLC.

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

First Amendment to Second A&R Put-Call Right Agreement entered into as of May 1, 2023 by and among Claudine Propco LLC and Caesars Convention Center Owner, LLC

Filed herewith.

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

15 unchanged sentences

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

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

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

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

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

Description of Exhibit Method of Filing

10.35 Incremental Assumption Agreement No.

4 unchanged sentences

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

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

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

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

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

10.39 Caesars Entertainment Corporation Amended and Restated Escrow Agreement, dated as of December 12, 2016, between Caesars Entertainment Corporation and Wells Fargo Bank, N.A.

1 unchanged sentence

on October 13, 2017.

Description of Exhibit Method of Filing

10.40 Amended and Restated Casino Operating Contract, dated April 1, 2020, by and between Jazz Casino Company, L.L.C.

19 unchanged sentences

2015 Equity Incentive Plan.

Filed herewith

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

Filed herewith

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

Filed herewith

Previously filed on Form 10-K filed on February 25, 2025.

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

Previously filed on Form 10-K filed on February 25, 2025.

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

Previously filed on Form 10-K filed on February 25, 2025.

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

Filed herewith

Previously filed on Form 10-K filed on February 25, 2025.

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

3 unchanged sentences

10.52† Amended and Restated Executive Employment Agreement, dated as of August 10, 2022, by and between Caesars Enterprise Services, LLC and Stephanie Lepori.

Filed herewith

Previously filed on Form 10-K filed on February 25, 2025.

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

10 unchanged sentences

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

Description of Exhibit Method of Filing

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

3 unchanged sentences

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

Description of Exhibit Method of Filing

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

1 unchanged sentence

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

10.61† Director Appointment and Nomination Agreement, dated March 17, 2025, by and between Caesars Entertainment, Inc., Carl C.

Icahn, Jesse Lynn, Ted Papapostolou, Icahn Partners Master Fund LP, Icahn Offshore LP, Icahn Partners LP, Icahn Onshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P., Icahn Enterprises G.P.

Inc, Beckton Corp.

and Nakatomi Trading, LLC

Previously filed on Form 8-K filed on March 20, 2025.

10.62† Amendment to Director Appointment and Nomination Agreement, dated May 2, 2025, by and between Caesars Entertainment, Inc., Carl C.

Inc, Beckton Corp.

and Nakatomi Trading, LLC

Previously filed on Form 8-K filed on May 2, 2025.

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

7 unchanged sentences

Filed herewith.

19.2 S upplement to Policy on Insider Trading for Blackout Insiders

Filed herewith.

19.3 Supplement to Policy on Insider Trading for Pre-Clear a n ce Insiders

Filed herewith.

21.1 Subsidiaries of the Registrant

49 unchanged sentences

Kim Harris Jones

/s/ Don Kornstein Director February 25, 2025

Don Kornstein

/s/ Jesse Lynn

Director February 17, 2026

/s/ Courtney Mather Director February 17, 2026

Courtney Mather

/s/ Ted Papapostolou

Director February 17, 2026

Ted Papapostolou

/s/ Michael E.

2 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures