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

~~April~~May 292, 2025

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. ☐

Item 21.~~02 Results~~01 ofEntry ~~Operations~~into ~~and~~a ~~Financial~~Material ~~Condition~~Definitive Agreement.

~~Attached~~On May 2, 2025, Caesars Entertainment, Inc. (the “Company”) entered into an Amendment to Director Appointment and ~~incorporated~~Nomination ~~herein~~Agreement by(the ~~reference~~“Amendment”) aswith ~~Exhibit~~Carl 99C.1 isIcahn, aJesse ~~copy~~Lynn, ofTed 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 (collectively, the ~~press~~“Icahn ~~release~~Group”), which amended certain provisions of ~~the~~that ~~Registrant~~certain Director Appointment and Nomination Agreement, dated ~~April 29~~March 17, 2025, ~~reporting~~by and among the ~~Registrant’s~~Company ~~financial~~and ~~results~~the ~~for~~Icahn Group (the ~~quarter~~“Existing ~~ended~~Agreement” ~~March~~and, 31together with the Amendment, ~~2025~~the “Nomination Agreement”).

The ~~information~~Amendment, ~~contained~~among inother ~~this~~things, ~~Current~~contemplates ~~Report~~that onif ~~Form~~the ~~8-K,~~Company ~~including~~repurchases ~~the~~shares ~~exhibit~~of ~~furnished~~its ~~herewith,~~common ~~shall~~stock ~~not~~or beundertakes ~~deemed~~any ~~“filed”~~similar ~~for~~action ~~purposes~~such ofthat ~~Section~~the 18Icahn ofGroup ~~the~~would ~~Securities~~beneficially ~~Exchange~~own ~~Act~~5% or more of ~~1934,~~the asCompany’s ~~amended,~~then oroutstanding ~~otherwise~~common ~~incorporated~~stock by(the ~~reference~~“Beneficial inOwnership ~~any~~Cap”), ~~filing~~the ~~pursuant~~Icahn Group may, subject to the ~~Securities~~Icahn ~~Act~~Group’s ofcompliance ~~1933,~~with asapplicable ~~amended~~law, ortake ~~the~~any ~~Securities~~action ~~Exchange~~to ~~Act~~reduce ofits ~~1934,~~beneficial asownership ~~amended,~~below ~~except~~the asBeneficial ~~shall~~Ownership beCap ~~expressly~~and ~~set~~any ~~forth~~such actions taken by ~~specific~~the ~~reference~~Icahn inGroup ~~such~~will anot ~~filing.~~be ~~The~~considered ~~furnishing~~for the purposes of ~~the~~determining ~~information~~whether inthe ~~this~~Icahn ~~report,~~Group ~~including~~has satisfied the ~~exhibit~~minimum ~~furnished~~ownership ~~herewith,~~requirements isnecessary ~~not~~to ~~intended~~maintain ~~to,~~representation ~~and~~on ~~does~~the ~~not~~Company’s Board of Directors, ~~constitute~~replacement arights ~~determination~~relating orthereto ~~admission~~and asother torelated ~~the~~thresholds ~~materiality~~as ordescribed ~~completeness~~in ofthe ~~such~~Nomination ~~information~~Agreement.

In connection with the foregoing Amendment, each of the Icahn Designees (as defined in the Nomination Agreement) executed new irrevocable resignation letters to reflect the terms of the Amendment.

Other than the foregoing, the material terms of the Existing Agreement remain unchanged.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits~~. The following exhibit is being filed herewith~~:

99.1 Press release dated April 29, 2025.


Exhibit No.						Description
10.1						Amendment to Director Appointment and Nomination Agreement, dated May 2, 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

104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CAESARS ENTERTAINMENT, INC.

Date:

~~April~~May 292, 2025

By:

/s/ ~~Thomas~~Edmund RL. ~~Reeg~~Quatmann, Jr.

Thomas R. Reeg

Edmund L. Quatmann, Jr.

Chief Executive Officer

Chief Legal Officer, Executive Vice President and Secretary

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