Every material Form 8-K Caesars Entertainment has filed with the SEC since October 29, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Caesars reported third-quarter 2026 net revenues of $2.9 billion, up 2.5% from a year earlier, while its net loss attributable to Caesars widened to $123 million from $55 million. Adjusted EBITDA fell 2.1% to $865 million. The company is not holding a conference call because of its pending agreement to be acquired by Fertitta Entertainment, Inc., and its stock will stop trading on Nasdaq once that deal closes.
Net revenues were $2.9 billion ($2,940 million) versus $2,869 million, up 2.5%.
Net loss attributable to Caesars was $123 million, or $0.61 per share, versus a loss of $55 million, or $0.27 per share.
Adjusted EBITDA was $865 million versus $884 million in the prior-year quarter.
The pending Fertitta Entertainment acquisition was announced May 28, 2026; no conference call will be held and the stock will be delisted from Nasdaq upon completion.
Two Caesars directors, Jesse Lynn and Ted Papapostolou, resigned from the board effective immediately on September 16, 2026, and the Icahn Group waived its right to appoint replacements. The Federal Trade Commission issued a Second Request on September 14, 2026, which extends the HSR Act waiting period for the pending merger with Fertitta Entertainment, so completion is further delayed and remains subject to regulatory review and other closing conditions.
Jesse Lynn and Ted Papapostolou resigned from the board effective immediately, as of September 16, 2026.
The Icahn Group waived its right to appoint replacement directors under the agreement dated March 17, 2025.
The FTC issued a Second Request on September 14, 2026; the waiting period runs until 30 days after substantial compliance by each party, unless extended or ended sooner.
The proxy deadline for internet or telephone voting is 11:59 p.m. Eastern Time on September 21, 2026.
Caesars Entertainment reported second-quarter 2026 net revenues of $3.0 billion, up 3.0% from $2.9 billion a year earlier, and a net loss attributable to Caesars of $62 million, down from $82 million. Consolidated Adjusted EBITDA fell to $920 million from $955 million, and the company is not holding a conference call because of its pending acquisition by Fertitta Entertainment, Inc.
Net revenues were $3.0 billion versus $2.9 billion for the quarter ended June 30, 2025, with Regional up 9.4% and Las Vegas down 3.5%.
Net loss attributable to Caesars was $62 million, or $0.30 per share, compared with $82 million, or $0.39 per share, a year earlier.
Consolidated Adjusted EBITDA was $920 million versus $955 million, a 3.7% decline.
The definitive agreement to be acquired by Fertitta Entertainment, Inc., announced May 28, 2026, is pending; Caesars stock will no longer be listed on NASDAQ upon completion.
Caesars Entertainment director Courtney Mather has resigned from the company's Board of Directors, effective July 6, 2026, according to an 8-K filed July 7, 2026. The filing states the resignation is not the result of any disagreement with the company.
Courtney Mather resigned from the Board of Directors effective July 6, 2026.
Mather informed the Executive Chairman of the Board of his decision on July 6, 2026.
The filing states the resignation is not due to any disagreement with the company.
Caesars Entertainment agreed on May 27, 2026 to be acquired by Fertitta Entertainment in an all-cash deal valued at about $17.6 billion, including about $11.9 billion of assumed debt. Caesars shareholders would receive $31.00 per share in cash, a 49% premium to the unaffected share price as of February 25, 2026, and the deal requires shareholder approval and regulatory clearance. The Caesars board has approved the merger and recommends that shareholders adopt it, and the company's shares would stop trading on NASDAQ once the deal closes.
$31.00 per share in cash, a 49% premium to the unaffected share price as of February 25, 2026
Transaction valued at about $17.6 billion, including about $11.9 billion of assumed debt
Go-shop period runs through July 11, 2026; Caesars termination fee is $200 million, or $100 million in certain cases
Initial end date is May 27, 2027, with automatic extensions possible; Parent reverse termination fee is $450 million in certain cases
Caesars Entertainment reported first-quarter 2026 results, with net revenues of $2.9 billion, up from $2.8 billion a year earlier, and a net loss attributable to Caesars of $98 million, versus $115 million in the prior-year quarter. Consolidated Adjusted EBITDA rose slightly to $887 million, and Caesars Digital Adjusted EBITDA increased to $69 million from $43 million, while the Las Vegas and Regional segments' adjusted EBITDA declined modestly.
Net revenues were $2,870 million, up 2.7% from $2,794 million in the first quarter of 2025.
Net loss attributable to Caesars narrowed to $98 million, or $0.48 per share, from $115 million, or $0.54 per share.
Consolidated Adjusted EBITDA was $887 million versus $884 million; Las Vegas Adjusted EBITDA fell 1.6% to $426 million.
Caesars Entertainment reported fourth-quarter 2025 GAAP net revenues of $2.9 billion, up from $2.8 billion, but a GAAP net loss of $250 million, compared with net income of $11 million a year earlier. The prior-year period included gains on asset sales of over $350 million. Same-store Adjusted EBITDA rose to $901 million, with Caesars Digital setting a quarterly record, while full-year net loss widened to $502 million and full-year same-store Adjusted EBITDA fell to $3.6 billion.
Q4 GAAP net revenues $2.9 billion vs $2.8 billion; Q4 same-store Adjusted EBITDA $901 million vs $882 million
Q4 net loss attributable to Caesars $250 million vs net income of $11 million, driven mainly by prior-year asset sale gains of over $350 million
Full year net loss $502 million vs $278 million; full year same-store Adjusted EBITDA $3.6 billion vs $3.7 billion
Caesars Digital Q4 Adjusted EBITDA $85 million vs $20 million; company expects lower capex and cash interest in 2026
Caesars Entertainment said director Don R. Kornstein has decided to resign from the Board effective December 31, 2025. The filing states his decision is not the result of any disagreement with the company.
Don R. Kornstein informed the Executive Chairman of his resignation on December 3, 2025.
Resignation takes effect December 31, 2025.
The filing says the resignation is not due to any disagreement with the company.
Caesars Entertainment reported third quarter 2025 results on October 28, 2025, with net revenues of $2.9 billion, flat versus the prior-year period. The net loss attributable to Caesars widened to $55 million from $9 million, and same-store Adjusted EBITDA fell to $884 million from $996 million, which management attributed to lower Las Vegas visitation, weak table games hold, and lower sports hold in Caesars Digital. Shareholders face a larger loss and lower operating earnings in the quarter, though the company repurchased $100 million of its stock during the quarter and through October.
Net revenues of $2,869 million, versus $2,874 million a year earlier
Net loss attributable to Caesars of $55 million, or $0.27 per share, versus a $9 million loss, or $0.04 per share, a year earlier
Same-store Adjusted EBITDA of $884 million, down 11.2%; Las Vegas Adjusted EBITDA fell 18.8% to $379 million
Repurchased 3.9 million shares for $100 million during the quarter and through October; cash and cash equivalents were $836 million at September 30, 2025
Caesars Entertainment reported second-quarter 2025 net revenues of $2.9 billion, up from $2.8 billion a year earlier, and a net loss attributable to Caesars of $82 million, versus $122 million in the prior-year quarter. Same-store Adjusted EBITDA fell to $955 million from $996 million, so shareholders see higher sales and a smaller loss alongside lower operating earnings on the company's preferred measure.
Net revenues were $2.9 billion versus $2.8 billion for the second quarter of 2024, a 2.9% increase on a same-store basis.
Net loss attributable to Caesars was $82 million, or $0.39 per share, compared with $122 million, or $0.56 per share, a year earlier.
Same-store Adjusted EBITDA was $955 million, down 4.1% from $996 million; Caesars Digital Adjusted EBITDA rose to $80 million from $40 million.
On July 8, 2025, Caesars redeemed $546 million of its 8.125% senior unsecured notes due 2027, which the company says cuts run-rate interest expense by $44 million a year.
On May 2, 2025, Caesars Entertainment entered into an amendment to its March 17, 2025 Director Appointment and Nomination Agreement with the Icahn Group. The amendment sets a 5% beneficial ownership cap and states that Icahn actions to reduce ownership below that cap will not count toward the Icahn Group's board representation thresholds; Icahn designees also signed new irrevocable resignation letters. Shareholders should note the change to how Icahn's board rights are tied to its stake, though the filing gives no financial results.
Amendment dated May 2, 2025, amends the Director Appointment and Nomination Agreement dated March 17, 2025
Beneficial Ownership Cap set at 5% of outstanding common stock if share repurchases push Icahn Group ownership to that level or higher
Each Icahn Designee executed new irrevocable resignation letters reflecting the amended terms
All other material terms of the existing agreement remain unchanged
Caesars Entertainment reported first-quarter 2025 results for the period ended March 31, 2025. Net revenues rose to $2.8 billion from $2.7 billion, and the net loss attributable to Caesars narrowed to $115 million from $158 million, while same-store Adjusted EBITDA increased to $884 million from $849 million.
Net revenues were $2.8 billion versus $2.7 billion in the prior-year quarter.
Net loss attributable to Caesars was $115 million, compared with $158 million a year earlier.
Same-store Adjusted EBITDA was $884 million versus $849 million; Caesars Digital Adjusted EBITDA was $43 million versus $5 million.
CFO Bret Yunker said the company repurchased $100 million of its shares in April 2025 at an average price of $23.84 per share.
On March 17, 2025, Caesars Entertainment agreed with the Icahn Group to add Jesse Lynn and Ted Papapostolou, both Icahn Enterprises executives, to its board effective immediately, and increased the board from 11 to 12 seats. The Icahn Group agreed not to run a proxy contest or solicit proxies for the 2025 annual meeting and is subject to a standstill that bars it from acquiring 5% or more of the common stock. The filing contains no financial results, and Icahn said in the accompanying press release that he looks forward to exploring strategic alternatives for the company's digital business.
Jesse Lynn and Ted Papapostolou were appointed to the board effective immediately, with terms expiring at the 2025 annual meeting.
The Icahn Group agreed not to conduct a proxy contest or solicit proxies for the 2025 annual meeting and will not acquire 5% or more of common stock during the standstill period.
The Icahn Group must reduce its board designees if it owns fewer than 10,551,100 shares, and all designees must resign below 5,275,550 shares.
A bylaw amendment dated March 17, 2025 increased the maximum board size from 11 to 12 directors.
Caesars Entertainment reported fourth-quarter and full-year 2024 results. Q4 net revenues fell to $2.80 billion from $2.83 billion, while net income attributable to Caesars was $11 million, compared with a net loss of $72 million a year earlier. For the full year, the company posted a net loss of $278 million, versus net income of $786 million in 2023, a decline the company attributes mainly to a $940 million tax valuation allowance release in the prior year.
Q4 2024 net revenues were $2.80 billion versus $2.83 billion; same-store Adjusted EBITDA was $882 million versus $924 million.
Full-year 2024 net revenues were $11.2 billion versus $11.5 billion, and full-year net loss was $278 million versus net income of $786 million.
In Q4, the company used WSOP and Promenade sale proceeds to reduce debt by $500 million and repurchased $50 million of common stock.
As of December 31, 2024, total debt outstanding was $12.3 billion and cash and cash equivalents were $866 million.
Caesars Entertainment entered into a Fifth Amendment to its Credit Agreement on November 25, 2024, lowering the interest rate margins on its existing term B and term B-1 loans. The filing describes the change as a reduction in borrowing costs on roughly $5.3 billion of term loans, though it does not state any effect on the company's earnings.
Amendment dated November 25, 2024, with JPMorgan Chase Bank, N.A. as administrative agent
Term B loan of approximately $2.4 billion and term B-1 loan of approximately $2.9 billion are covered
Term SOFR margin reduced to 2.25% per annum, with a 0.50% floor; Base Rate margin set at 1.25% per annum
Caesars Entertainment reported third quarter 2024 results on October 29, 2024, with net revenues of $2.9 billion, down from $3.0 billion a year earlier, and a net loss attributable to Caesars of $9 million, compared with net income of $74 million. Adjusted EBITDA fell to $1,001 million from $1,043 million, and management cited new competition, construction disruption and tougher comparisons in its Regional segment, while Caesars Digital posted a record quarterly Adjusted EBITDA of $52 million.
Net revenues were $2,874 million versus $2,994 million; net loss attributable to Caesars was $9 million versus net income of $74 million.
Adjusted EBITDA was $1,001 million versus $1,043 million, a 4.0% decline.
Regional segment Adjusted EBITDA was $498 million versus $575 million; Caesars Digital was $52 million versus $2 million.
As of September 30, 2024, the company had $802 million in cash and cash equivalents and $12.7 billion in aggregate debt outstanding.
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