Caesars Entertainment, Inc.

Current report

The following risk factors update and supplement the risk factors contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. We may disclose changes to such factors or disclose additional factors from time to time in our filings with the SEC.

Current report

The announcement and pendency of our agreement to be acquired by Merger Sub may have an adverse effect on our business, operating results and our stock price, and may result in the loss of employees, customers, suppliers, and other business partners.

Current report

We are subject to risks in connection with the announcement and pendency of the Merger, including, but not limited to, the following:

Current report

•market reaction to the announcement of the Merger;

Current report

•changes in our business, operations, financial position, and prospects;

Current report

•market assessments of the likelihood that the Merger will be consummated;

Current report

•the merger consideration offered per share will not be increased to account for any positive changes in our business, assets, liabilities, prospects, outlook, financial condition, or results of operations during the pendency of the Merger, including any successful execution of our current strategy as an independent company or in the event of any change in the market price of, analyst estimates of, or projections relating to, our common stock;

Current report

•potential adverse effects on our relationships with our current customers, suppliers and other business partners, or those with which we are seeking to establish business relationships, due to uncertainties about the Merger;

Current report

•the pendency and outcome of the legal proceedings that have been or may be instituted against us, our directors, executive officers and others relating to the transactions contemplated by the Merger Agreement; and

Current report

•the possibility of disruption to our business, including increased costs and diversion of management time and resources that could otherwise have been devoted to other opportunities that may have been beneficial to us.

Current report

The Merger is subject to certain conditions, some or all of which may not be satisfied, and the Merger may not be completed on a timely basis, if at all.

Current report

The obligations of Fertitta Gaming and the Company to complete the Merger are subject to the satisfaction or waiver of a number of conditions, including, among others, (i) the approval of the Merger by the holders of at least a majority of all of the outstanding shares of Company Common Stock, (ii) the expiration or termination of the applicable waiting period under the HSR Act and (iii) the receipt of certain gaming regulatory approvals.

Current report

Although Fertitta Gaming and the Company have agreed in the Merger Agreement to use their reasonable best efforts to complete the Transaction as promptly as practicable, many of the closing conditions are not within Fertitta Gaming’s or the Company’s control, and neither company can predict when or if these conditions will be satisfied. If any of these conditions are not satisfied or waived prior to May 27, 2027, which deadline may be extended to August 27, 2027 and November 27, 2027 in certain circumstances, it is possible that the Merger Agreement will be terminated. The failure to satisfy all of the required conditions could delay the completion of the Merger for a significant period of time or prevent it from occurring. Any delay in completing the Merger could cause us not to realize some or all of the benefits that we expect to achieve if the Merger is successfully completed within the expected timeframe. There can be no assurance that all closing conditions will be satisfied or waived, or that the Merger will be completed, within the expected timeframe or at all.

Current report

If the parties determine to waive any of the conditions to the closing of the Merger, such decision may have an adverse effect on the Company and our stockholders.

Current report

Failure to complete the Merger could negatively affect our stock price and our future business and financial results.

Current report

If the Merger is not completed, our ongoing business, financial condition, financial results and stock price may be materially adversely affected. Without realizing any of the benefits of having completed the Merger, we will be subject to a number of risks, including the following:

Current report

•the market price of our common stock could decline to the extent that the current market price reflects a market assumption that the Merger will be completed;

Current report

•we may experience negative reactions from our employees and may not be able to retain key management personnel and other key employees;

Current report

•we will have incurred, and will continue to incur, significant non-recurring costs in connection with the Merger that we may be unable to recover;

Current report

•we may experience negative reactions from the financial markets or from suppliers, customers and regulators;

Current report

•time and resources committed by our management to matters relating to the Merger could otherwise have been devoted to pursuing other beneficial opportunities for the Company;

Current report

•we could owe a termination fee of up to $200 million to Fertitta Gaming under certain circumstances;

Current report

•if the Merger Agreement is terminated and our Board seeks another business combination, there can be no assurance that we will be able to find a party willing to enter into a transaction on terms equivalent to or more attractive than the terms to which Fertitta Gaming has agreed in the Merger Agreement; and

Current report

•litigation related to any failure to complete the Merger or related to any enforcement proceeding commenced against us or Fertitta Gaming to perform their respective obligations pursuant to the Merger Agreement.

Current report

If any of these risks materialize it could materially adversely impact our ongoing business, financial condition, financial results and stock price. Similarly, delays in the completion of the Merger could, among other things, result in additional transaction costs, loss of revenue or other negative effects associated with uncertainty about completion of the Merger.

Current report

We will incur direct and indirect costs as a result of the Merger, which may be more expensive to complete than anticipated.

Current report

We have incurred, and will continue to incur, substantial costs, expenses and fees for professional services and other transaction costs in connection with the Merger. The Merger may be more expensive to complete than anticipated as a result of unexpected factors or events, including, but not limited to, delays in consents or approvals or developments in the political environment. The Company may incur additional costs or suffer loss of business under third-party contracts that are terminated or that contain change in control or other provisions that may be triggered by the completion of the Merger, and/or losses of, or decreases in orders by, customers, and may also incur costs to maintain employee morale and to retain certain key management personnel and employees. The Company will also incur transaction fees and costs related to formulating operational plans, and the execution of these plans may lead to additional unanticipated costs and time delays. Factors beyond our control could materially affect the total amount or timing of these expenses, many of which, by their nature, are difficult to estimate accurately. Many of these fees and costs are payable by us regardless of whether the Merger is consummated.

Current report

We are subject to business uncertainties and contractual restrictions while the Merger is pending, which could adversely affect our business, operating results and our stock price.

Current report

Under the terms of the Merger Agreement, we are subject to certain restrictions on the conduct of our business prior to completing the Merger, generally requiring us to conduct our businesses in all material respects in the ordinary course of business, to use reasonable best efforts to cooperate in seeking regulatory approvals, and to not engage in certain specified activities without Fertitta Gaming’s prior consent. We may find that these and other obligations in the Merger Agreement may delay or prevent us from responding, or limit our ability to respond, effectively to competitive pressures, industry developments and future business opportunities that may arise during such period, even if our management and board of directors think such responses may be advisable. Such limitations could adversely affect our business, operating results and our stock price and our perceived acquisition value, regardless of whether the Merger is completed. These risks described may be exacerbated by delays or other adverse developments with respect to the completion of the Merger.

Current report

The business relationships of the Company and its subsidiaries may be subject to disruption due to uncertainty associated with the Transaction, which could have an adverse effect on our results of operations, cash flows and financial position.

Current report

Parties with which we, or our subsidiaries, do business may be uncertain as to the effects the Merger may have on them, including with respect to current or future business relationships with us or our subsidiaries. These relationships may be subject to disruption as customers, suppliers and other persons with whom we have a business relationship may delay or defer certain business decisions or might decide to terminate, change or renegotiate their relationships with us or consider entering into business relationships with parties other than us or our respective subsidiaries. These disruptions could have an adverse effect on our results of operations, cash flows and financial position. The risk, and adverse effect, of any disruption could be exacerbated by a delay in completion of the Merger or termination of the Merger Agreement.

Current report

Uncertainties associated with the Merger may cause a loss of our employees during the pendency of the Merger and under Fertitta Gaming’s ownership following the Merger.

Current report

Our current and prospective employees may experience uncertainty about their future roles under Fertitta Gaming’s management following the Merger, which may materially adversely affect our ability to attract, retain, and motivate key personnel during the pendency of the Merger. Our employees could lose productivity as a result of uncertainty regarding their employment following the Merger. Key personnel may depart the Company because of issues relating to the uncertainty and difficulty of the post-closing operations of the Company’s business or a desire not to remain with the Company under Fertitta Gaming’s management following the Transaction. Accordingly, no assurance can be given that we will be able to retain key employees to the same extent that we have been able to in the past. The Company may lose significant expertise and talent relating to the business of the Company. The loss of any member of the senior management team could impair the Company’s ability to execute its business plan and growth strategy, have a negative impact on its revenues and the effective working relationships that its executive management have developed and cause employee morale problems and the loss of additional key employees, agents, managers and clients.

Current report

The Merger Agreement contains provisions that limit our ability to pursue alternatives to the Merger, which could discourage a potential competing acquirer of the Company from proposing an alternative transaction.

Current report

The Merger Agreement contains provisions that, subject to certain exceptions, limit our ability to solicit, initiate, or knowingly encourage or facilitate, any proposal or inquiry that constitutes, or could reasonably be expected to lead to, an Alternative Proposal (as defined in the Merger Agreement), or take certain other restricted actions in connection therewith. It is possible that these or other provisions in the Merger Agreement might discourage a potential competing acquirer that might have an interest in acquiring all or a significant portion of the Company or pursuing an alternative transaction from considering or proposing such a transaction.

Current report

Legal proceedings against the Company and Fertitta Gaming could result in substantial costs, an injunction preventing the completion of the Merger and/or a judgment resulting in the payment of damages.

Current report

It is possible that litigation against the Company, Fertitta Gaming, their respective affiliates and/or their respective boards of directors and management may be filed in the future. Even if a lawsuit is unsuccessful, defending against these claims can result in substantial costs. An adverse judgment could result in monetary damages, which could have a negative impact on the Company’s liquidity and financial condition. Such potential lawsuits could prevent or delay the completion of the Transaction and result in significant costs to the Company and/or Fertitta Gaming, including any costs associated with the indemnification of directors and officers. There can be no assurance that any of the defendants will be successful in the outcome of any potential lawsuits.

Previous report

A description of our risk factors can be found in “Part I, Item 1A. Risk Factors” included in the 2025 Annual Report. There have been no material changes to those risk factors during the three months ended March 31, 2026.