Earnings release
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 28, 2026 Date of Report (Date of earliest event reported) CAESARS ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36629 46-3657681 (State of Incorporation) (Commission File Number) (IRS Employer Identification Number) 100 West Liberty Street, 12th Floor , Reno , Nevada 89501 (Address of principal executive offices, including zip code) (775) 328-0100 (Registrant’ s telephone number, including area code) N/A (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock, $0.00001 par value CZR NASDAQ Stock Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 2.02 Results of Operations and Financial Condition. Attached and incorporated herein by reference as Exhibit 99.1 is a copy of the press release of the Registrant, dated July 28, 2026 , reporting the Registrant’ s financial results for the quarter ended June 30, 2026. The information contained in this Current Report on Form 8-K, including the exhibit furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise incorporated by reference in any filing pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing. The furnishing of the information in this report, including the exhibit furnished herewith, is not intended to, and does not, constitute a determination or admission as to the materiality or completeness of such information. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. The following exhibit is being filed herewith: 99.1 Press release dated July 28, 2026 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CAESARS ENTERTAINMENT, INC. Date: July 28, 2026 By: /s/ Thomas R. Reeg Thomas R. Reeg Chief Executive Officer
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Exhibit 99.1 Caesars Entertainment, Inc. Reports Second Quarter 2026 Results LAS VEGAS and RENO, Nev. (July 28, 2026) – Caesars Entertainment, Inc., (NASDAQ: CZR) (“Caesars,” “CZR,” “CEI” or the “Company”) today reported operating results for the second quarter ended June 30, 2026. Second Quarter 2026 and Recent Highlights: • GAAP net revenues of $3.0 billion versus $2.9 billion for the comparable prior-year period. • GAAP net loss of $62 million compared to a net loss of $82 million for the comparable prior-year period. • Consolidated Adjusted EBITDA of $920 million versus $955 million for the comparable prior-year period. • Caesars Digital Adjusted EBITDA of $68 million versus $80 million for the comparable prior-year period. Second Quarter 2026 Financial Results Summary and Segment Information Net Revenues Three Months Ended June 30, (In millions) 2026 2025 % Change Las Vegas $ 1,017 $ 1,054 (3.5)% Regional 1,570 1,435 9.4 % Caesars Digital 351 343 2.3 % Managed and Branded 57 74 (23.0)% Corporate and Other (2) 1 * Caesars $ 2,993 $ 2,907 3.0 % Net Revenues Six Months Ended June 30, (In millions) 2026 2025 % Change Las Vegas $ 2,020 $ 2,057 (1.8)% Regional 3,000 2,823 6.3 % Caesars Digital 725 678 6.9 % Managed and Branded 123 141 (12.8)% Corporate and Other (5) 2 * Caesars $ 5,863 $ 5,701 2.8 %
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Net Income (Loss) Attributable to Caesars Three Months Ended June 30, (In millions) 2026 2025 % Change Las Vegas $ 156 $ 212 (26.4)% Regional 23 (11) * Caesars Digital 27 39 (30.8)% Managed and Branded 17 18 (5.6)% Corporate and Other (285) (340) 16.2 % Caesars $ (62) $ (82) 24.4 % 1
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Net Income (Loss) Attributable to Caesars Six Months Ended June 30, (In millions) 2026 2025 % Change Las Vegas $ 332 $ 389 (14.7)% Regional 3 9 (66.7)% Caesars Digital 49 39 25.6 % Managed and Branded 41 34 20.6 % Corporate and Other (585) (668) 12.4 % Caesars $ (160) $ (197) 18.8 % Adjusted EBITDA Three Months Ended June 30, (In millions) 2026 2025 % Change Las Vegas $ 410 $ 469 (12.6)% Regional 488 439 11.2 % Caesars Digital 68 80 (15.0)% Managed and Branded 16 17 (5.9)% Corporate and Other (62) (50) (24.0)% Caesars $ 920 $ 955 (3.7)% Adjusted EBITDA Six Months Ended June 30, (In millions) 2026 2025 % Change Las Vegas $ 836 $ 902 (7.3)% Regional 923 879 5.0 % Caesars Digital 137 123 11.4 % Managed and Branded 29 33 (12.1)% Corporate and Other (118) (98) (20.4)% Caesars $ 1,807 $ 1,839 (1.7)% ____________________ * Not meaningful Adjusted EBITDA is not a GAAP measurement and is presented solely as a supplemental disclosure because the Company believes it is a widely used measure of operating performance in the gaming industry. See “Reconciliation of GAAP Measures to Non-GAAP Measures” below for a definition of Adjusted EBITDA and a quantitative reconciliation of Adjusted EBITDA to net income (loss) attributable to Caesars, which the Company believes is the most comparable financial measure calculated in accordance with GAAP. Balance Sheet and Liquidity As of June 30, 2026, Caesars had $11.8 billion in aggregate principal amount of debt outstanding. Total cash and cash equivalents were $965 million, excluding restricted cash of $112 million. (In millions) June 30, 2026 December 31, 2025 Cash and cash equivalents $ 965 $ 887 Bank debt and loans $ 5,968 $ 6,063 Notes 5,800 5,800 Other long-term debt 39 42 Total outstanding indebtedness $ 11,807 $ 11,905 Net debt $ 10,842 $ 11,018 ___________________ Net debt is a non-GAAP measurement and is presented solely as a supplemental disclosure because the Company believes it is helpful in understanding our financial position. Net debt is equal to total outstanding indebtedness less cash and cash equivalents. (a) (a) (a) (a) (a) 2
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As of June 30, 2026, cash on hand and borrowing capacity was as follows: (In millions) June 30, 2026 Cash and cash equivalents $ 965 CEI Revolving Credit Facility capacity, net of outstanding balance 2,130 CVA Revolving Credit Facility capacity 25 Revolver capacity committed to letters of credit (96) Revolver capacity committed to specific reserves (40) Available revolver capacity committed as regulatory requirement (56) Total $ 2,928 Non-GAAP Measures Adjusted EBITDA (described below), a non-GAAP financial measure, has been presented as a supplemental disclosure because it is a widely used measure of performance and basis for valuation of companies in our industry and we believe that this non-GAAP supplemental information will be helpful in understanding our ongoing operating results. Management has historically used Adjusted EBITDA when evaluating operating performance because we believe that the inclusion or exclusion of certain recurring and non-recurring items is necessary to provide a full understanding of our core operating results and as a means to evaluate period-to-period results. Adjusted EBITDA represents, as applicable, net income (loss) before interest income and interest expense, net of interest capitalized, (benefit) provision for income taxes, depreciation and amortization, stock-based compensation expense, (gain) loss on extinguishment of debt, impairment charges, other (income) loss, net income (loss) attributable to noncontrolling interests, transaction costs associated with our acquisitions, developments and divestitures, and non-cash changes in equity method investments. Adjusted EBITDA also excludes the expense associated with certain of our leases as these transactions were accounted for as financing obligations and the associated expense is included in interest expense. Adjusted EBITDA is not a measure of performance or liquidity calculated in accordance with accounting principles generally accepted in the United States (“GAAP”). Adjusted EBITDA is unaudited and should not be considered an alternative to, or more meaningful than, net income (loss) as an indicator of our operating performance. Uses of cash flows that are not reflected in Adjusted EBITDA include capital expenditures, interest payments, income taxes, debt principal repayments, distributions to our noncontrolling interest owners and payments under our leases with affiliates of VICI and GLPI, which can be significant. As a result, Adjusted EBITDA should not be considered as a measure of our liquidity. The reconciliation of net income (loss) attributable to Caesars to Adjusted EBITDA is attached at the end of this press release. Net debt (defined above), a non-GAAP measure, has been presented as a supplemental disclosure because we believe it is helpful in understanding our financial condition. The reconciliation of net debt to total outstanding indebtedness is set forth above. Other companies that provide similar non-GAAP measures may calculate them differently than we do, and the definitions may not be the same as the definitions used in any of our debt or lease agreements. No Conference Call Due to the Company’s pending definitive agreement to be acquired by Fertitta Entertainment, Inc. announced on May 28, 2026, Caesars will not be hosting a quarterly conference call. Upon completion of the transaction, Caesars’ common stock will no longer be listed on NASDAQ, and the Company will become a private entity. This press release will be posted on the Company’s Investor Relations website at https://investor.caesars.com. About Caesars Entertainment, Inc. Caesars Entertainment, Inc. (NASDAQ: CZR) is the largest casino-entertainment company in the US and one of the world’s most diversified casino-entertainment providers. Since its beginning in Reno, NV, in 1937, Caesars Entertainment, Inc. has grown through development of new resorts, expansions and acquisitions. Caesars Entertainment, Inc.’s resorts operate primarily under the Caesars®, Harrah’s®, Horseshoe®, and Eldorado® brand names. Caesars Entertainment, Inc. offers diversified gaming, entertainment and hospitality amenities, one-of-a-kind destinations, and a full suite of mobile and online gaming and sports betting experiences. All tied to its industry-
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leading Caesars Rewards loyalty program, the company focuses on building value with its guests through a unique combination of impeccable service, operational excellence and technology leadership. Caesars is committed to its employees, suppliers, communities and the environment through its PEOPLE PLANET PLAY framework. To review our latest CSR report, please visit www.caesars.com/corporate-social-responsibility/csr-reports. Must be 21+ to 3
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gamble. Know When To Stop Before You Start.® Gambling Problem? Call 1-800-522-4700. For more information, please visit www.caesars.com/corporate. If you think you or someone you care about may have a gambling problem, call 1-877-770-STOP (1-877-770-7867). Forward-Looking Statements This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements regarding our strategies, objectives and plans for future development or acquisitions of properties or operations, as well as expectations, future operating results and other information that is not historical information. When used in this press release, the terms or phrases such as “anticipates,” “believes,” “projects,” “plans,” “intends,” “expects,” “might,” “may,” “estimates,” “could,” “should,” “would,” “will likely continue,” and variations of such words or similar expressions are intended to identify forward-looking statements. Although our expectations, beliefs and projections are expressed in good faith and with what we believe is a reasonable basis, there can be no assurance that these expectations, beliefs and projections will be realized. There are a number of risks and uncertainties that could cause our actual results to differ materially from those expressed in the forward-looking statements which are included elsewhere in this press release. These risks and uncertainties include, but are not limited to: (a) risks associated with the proposed merger, (b) the impact on our business, financial results and liquidity of economic trends, inflation, public health emergencies, terrorist attacks and other acts of war or hostility, work stoppages and other labor problems, or other economic and market conditions, including reductions in discretionary consumer spending as a result of downturns in the economy and other factors outside our control; (c) the impact of future cybersecurity breaches on our business, financial conditions and results of operations; (d) our ability to successfully operate our digital betting and iGaming platform and expand its user base; (e) risks associated with our leverage and our ability to reduce our leverage; (f) the effects of competition, including new or continued competition in certain of our markets, on our business and results of operations; and (g) additional factors discussed in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as filed with the Securities and Exchange Commission. Other unknown or unpredictable factors may also cause actual results to differ materially from those projected by the forward-looking statements. In light of these and other risks, uncertainties and assumptions, the forward-looking events discussed in this press release might not occur. These forward-looking statements speak only as of the date of this press release, even if subsequently made available on our website or otherwise, and we do not intend to update publicly any forward- looking statement to reflect events or circumstances that occur after the date on which the statement is made, except as may be required by law. We periodically provide other information for investors on our Investor Relations website, https://investor.caesars.com. We intend to use our website as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor our website, in addition to following the Company's press releases, SEC filings and public conference calls and webcasts. Source: Caesars Entertainment, Inc.; CZR Investor Relations: Brian Agnew, bagnew@caesars.com; Charise Crumbley, ccrumbley@caesars.com, 800-318-0047 Media Relations: Kate Whiteley, kwhiteley@caesars.com 4
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CAESARS ENTERTAINMENT, INC. CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended June 30, Six Months Ended June 30, (In millions, except per share data) 2026 2025 2026 2025 NET REVENUES: Casino $ 1,759 $ 1,668 $ 3,425 $ 3,262 Food and beverage 426 428 850 863 Hotel 495 509 982 991 Other 313 302 606 585 Net revenues 2,993 2,907 5,863 5,701 OPERATING EXPENSES: Casino 955 887 1,857 1,748 Food and beverage 281 275 555 550 Hotel 163 155 319 306 Other 95 105 190 200 General and administrative 521 477 1,025 960 Corporate 94 84 182 166 Depreciation and amortization 355 364 702 721 Transaction and other costs, net 16 34 20 36 Total operating expenses 2,480 2,381 4,850 4,687 Operating income 513 526 1,013 1,014 OTHER EXPENSE: Interest expense, net (573) (579) (1,142) (1,153) Other income 7 1 5 — Total other expense (566) (578) (1,137) (1,153) Loss before income taxes (53) (52) (124) (139) Benefit (provision) for income taxes 12 (13) — (24) Net loss (41) (65) (124) (163) Net income attributable to noncontrolling interests (21) (17) (36) (34) Net loss attributable to Caesars $ (62) $ (82) $ (160) $ (197) Net loss attributable to Caesars per share - basic and diluted: Basic loss per share $ (0.30) $ (0.39) $ (0.78) $ (0.93) Diluted loss per share $ (0.30) $ (0.39) $ (0.78) $ (0.93) Weighted average basic shares outstanding 204 209 204 210 Weighted average diluted shares outstanding 204 209 204 210 5
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CAESARS ENTERTAINMENT, INC. RECONCILIATION OF NET INCOME (LOSS) ATTRIBUTABLE TO CAESARS TO ADJUSTED EBITDA (UNAUDITED) Three Months Ended June 30, Six Months Ended June 30, (In millions) 2026 2025 2026 2025 Net loss attributable to Caesars $ (62) $ (82) $ (160) $ (197) Net income attributable to noncontrolling interests 21 17 36 34 (Benefit) provision for income taxes (12) 13 — 24 Other income (7) (1) (5) — Interest expense, net 573 579 1,142 1,153 Depreciation and amortization 355 364 702 721 Transaction costs and other, net 29 41 45 54 Stock-based compensation expense 23 24 47 50 Adjusted EBITDA $ 920 $ 955 $ 1,807 $ 1,839 ____________________ Transaction costs and other, net primarily includes costs related to non-cash losses on the write down and disposal of assets, certain non-recurring litigation reserves, professional services for transaction and integration costs, various contract exit or termination costs, pre-opening costs in connection with our new property openings, and non-cash changes in equity method investments. (a) (a) 6