Caesars Entertainment, Inc.

Results of Operations

The following table highlights the results of our operations:

(a)Corporate and Other includes revenues related to certain licensing arrangements and various revenue sharing agreements and includes eliminations of transactions among segments to reconcile to the Company’s consolidated results. Corporate and Other Adjusted EBITDA includes corporate overhead costs, which consist of certain expenses, such as: payroll, professional fees, cybersecurity and other general and administrative expenses.

(b)See the “Supplemental Unaudited Presentation of Consolidated Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) for the Three and Nine Months Ended September 30, 2026 and 2025” discussion later in this MD&A for a description of Adjusted EBITDA and a reconciliation of net income (loss) attributable to Caesars to Adjusted EBITDA.

Consolidated comparison of the three and nine months ended September 30, 2026 and 2025

Net Revenues

Net revenues were as follows:

Consolidated net revenues increased for the three and nine months ended September 30, 2026, as compared to the same prior year periods, mainly due to higher casino revenues. This increase in casino revenues was primarily driven by growth in iGaming handle coupled with improved sports betting hold in our Caesars Digital segment. In addition, incremental revenues attributable to the consolidation of Caesars Windsor beginning March 3, 2026, increased visitation in northern Nevada due to a national tournament throughout the second quarter of 2026, and positive results from our capital investments in Lake Tahoe and New Orleans contributed to the increase. These increases were partially offset by declines in net revenues in our Las Vegas segment, attributable to fewer city-wide convention events and lower leisure customer visitation.

Operating Expenses

Operating expenses were as follows:

Casino expenses consist principally of salaries and wages, gaming taxes and marketing and advertising costs attributable to our gaming operations. Food and beverage expenses consist principally of salaries and wages and costs of goods sold associated with our food and beverage operations. Hotel expenses consist principally of salaries and wages and supplies associated with our hotel operations. Other expenses consist principally of salaries and wages, costs of goods sold associated with our retail operations, entertainment costs, including professional talent fees, reimbursable management costs (described below) and other operations.

Casino expenses increased for the three and nine months ended September 30, 2026, as compared to the same prior year periods, in connection with increased casino revenues across all segments. Gaming taxes increased due to higher casino revenues, as well as the impact of increased gaming tax rates on sports betting wagers and iGaming in certain states. We continue to focus on efficiencies across the enterprise to manage increased labor and other costs.

General and administrative expenses include items such as information technology, facility maintenance, utilities, property and liability insurance, property taxes, marketing expenses indirectly related to our gaming and non-gaming operations, and expenses of administrative departments such as accounting, compliance, purchasing, human resources, legal and internal audit. General and administrative expenses increased for the three and nine months ended September 30, 2026, as compared to the same prior year periods, primarily due to the consolidation of Caesars Windsor as well as higher property taxes resulting from the expiration of certain property tax credits.

Corporate expenses include unallocated expenses such as payroll, inclusive of the annual bonus, stock-based compensation, professional fees, cybersecurity, captive claims costs and other various expenses not directly related to the Company’s operations. Corporate expenses increased for the three and nine months ended September 30, 2026, as compared to the same prior year periods, as a result of higher insurance captive costs attributable to increased general liability claims.

Depreciation and amortization expenses increased for the three months ended September 30, 2026, as compared to the same prior year period, primarily due to the completion of capital investments in Lake Tahoe and our recent asset acquisitions in Windsor and Las Vegas. Depreciation and amortization expenses decreased for the nine months ended September 30, 2026, as compared to the same prior year period, primarily due to a reduction in capital expenditures over time.

Transaction and other costs, net primarily includes non-cash losses on the write down and disposal of assets, certain non-recurring litigation reserves, non-recurring asset recoveries, 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. For the three months ended September 30, 2026, as compared to the same prior year period, transaction and other costs, net, increased primarily due to transaction costs related to the proposed Merger and non-recurring asset recoveries in the prior year. For the nine months ended September 30, 2026, as compared to the same prior year period, transaction and other costs, net, increased primarily due to increased transaction costs related to the proposed Merger in the current year offset by non-recurring litigation reserves in the prior year.

Other income (expenses)

Other income (expenses) were as follows:

Interest expense, net decreased for the three and nine months ended September 30, 2026, as compared to the same prior year periods, primarily due to a reduction in outstanding debt and lower variable rate interest expense. The decrease was slightly offset by an increase in interest expense related to our leases.

The income tax benefit for the three and nine months ended September 30, 2026 differed from the expected income tax benefit based on the federal tax rate of 21% primarily due to an increase in federal and state valuation allowances against the deferred tax assets for excess business interest expense and nondeductible expenses.

The income tax benefit for the three months ended September 30, 2025 differed from the expected income tax benefit based on the federal tax rate of 21% primarily due to a decrease in federal and state valuation allowances against the deferred tax assets for excess business interest expense, primarily related to a change in tax law. The income tax benefit for the nine months ended September 30, 2025 differed from the expected income tax benefit based on the federal tax rate of 21% primarily due to an increase in federal and state valuation allowances against the deferred tax assets for excess business interest expense.

Management assesses both positive and negative evidence to estimate if future taxable income will be sufficient to utilize existing deferred tax assets based on the integrated approach. The Company currently has a valuation allowance on certain federal and state deferred tax assets that are not more likely than not to be realized in the future. As of December 31, 2025, the Company had approximately $1.4 billion of deferred tax assets primarily related to long-term financing obligations, the realization of which depends on the generation of sufficient future taxable income. Given the uncertainty inherent in future taxable income estimates, additional valuation allowance may be required in future periods against these particular deferred tax assets.

Segment comparison of the three and nine months ended September 30, 2026 and 2025

Las Vegas Segment

Our Las Vegas segment’s net revenues, net income, Adjusted EBITDA and Adjusted EBITDA margin declined for the three and nine months ended September 30, 2026, as compared to the same prior year periods, primarily due to fewer city-wide convention events and lower leisure customer visitation, resulting in decreased non-gaming revenues, lower hotel occupancy and compressed hotel rates. These factors were partially offset by increased casino revenues for the three months ended September 30, 2026, as compared to the same prior year period, driven by improved table games volume and hold. Other revenue increased for the three and nine months ended September 30, 2026, as compared to the same prior year periods, due to increased lease revenue in connection with the Grand Bazaar asset acquisition.

Slot win percentage in the Las Vegas segment for the three and nine months ended September 30, 2026 was within our typical range.

Regional Segment

Our Regional segment’s net revenues, net income, and Adjusted EBITDA increased for the three and nine months ended September 30, 2026, as compared to the same prior year periods, primarily due to the consolidation of Caesars Windsor beginning March 3, 2026, increased visitation in northern Nevada due to a national tournament throughout the second quarter of 2026 and positive results driven by our recent capital investments in Lake Tahoe and New Orleans. Adjusted EBITDA margin remained relatively flat for the three and nine months ended September 30, 2026, despite the increased net revenues, primarily due to increased labor costs and gaming taxes.

Slot win percentage in the Regional segment for the three and nine months ended September 30, 2026 was within our typical range.

Caesars Digital Segment

(a)Includes total promotional and complimentary incentives related to sports betting, iGaming, and online poker of $85 million and $78 million for the three months ended September 30, 2026 and 2025, respectively, and $249 million and $223 million for the nine months ended September 30, 2026 and 2025, respectively. Promotional and complimentary incentives for online poker were $3 million and $4 million for the three months ended September 30, 2026 and 2025, respectively, and $10 million and $12 million for the nine months ended September 30, 2026 and 2025, respectively.

(b)Caesars Digital generated an additional $179 million and $193 million of sports betting handle for the three months ended September 30, 2026 and 2025, respectively, and $598 million and $661 million for the nine months ended September 30, 2026 and 2025, respectively, which is not included in this table, for select wholly owned and third-party operations for which Caesars Digital provides services and we receive all, or a share of, the net profits. Hold related to these operations was 12.0% and 11.0%, for the three months ended September 30, 2026 and 2025, respectively, and 10.6% and 11.1% for the nine months ended September 30, 2026 and 2025, respectively. Sports betting handle includes $10 million and $9 million for the three months ended September 30, 2026 and 2025, respectively, and $32 million and $31 million for the nine months ended September 30, 2026 and 2025, respectively, related to horse racing and pari-mutuel wagers.

Our Caesars Digital segment’s net revenues, net income (loss), Adjusted EBITDA, and Adjusted EBITDA margin increased for the three and nine months ended September 30, 2026, as compared to the same prior year periods, primarily due to increased iGaming handle and hold as well as sports betting hold coupled with reduced marketing costs.

As sports betting and online casinos expand through increased state or jurisdictional legalization, new product launches, and customer adoption, variations in hold percentages and increases in promotional and marketing expenses in highly competitive markets may negatively impact Caesars Digital’s net revenues, net income, Adjusted EBITDA and Adjusted EBITDA margin in comparison to current or prior periods.

Managed and Branded Segment

We manage several properties and license rights to the use of certain of our brands. These revenue agreements typically include reimbursement of certain costs that we incur directly. Such costs are primarily related to payroll costs incurred on behalf of the properties under management. The revenue related to these reimbursable management costs has a direct impact on our evaluation of Adjusted EBITDA margin which, when excluded, reflects margins typically realized from such agreements. The table below presents the amount included in net revenues and total operating expenses related to these reimbursable costs. Beginning March 3, 2026, Caesars Windsor is consolidated and included in the Regional segment.

Corporate & Other

Supplemental Unaudited Presentation of Consolidated Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) for the Three and Nine Months Ended September 30, 2026 and 2025

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. Other companies that provide Adjusted EBITDA information may calculate Adjusted EBITDA differently than we do. The definition of Adjusted EBITDA may not be the same as the definitions used in any of our debt or lease agreements.

The following table summarizes our Adjusted EBITDA for the three and nine months ended September 30, 2026 and 2025, respectively, in addition to reconciling net income (loss) attributable to Caesars to Adjusted EBITDA in accordance with GAAP (unaudited):

(a)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, non-recurring asset recoveries, 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.

Liquidity and Capital Resources

We are a holding company, and our only significant assets are ownership interests in our subsidiaries. Our ability to fund our obligations depends on existing cash on hand, cash flows from our subsidiaries and our ability to raise capital. Our primary sources of liquidity and capital resources are existing cash on hand, cash flows from operations, availability of borrowings under our CEI Revolving Credit Facility and proceeds from the issuance of debt and equity securities. We may, from time to time, seek to repurchase our common stock or prepay our outstanding indebtedness. Any such purchases or prepayments may be funded by existing cash balances or the incurrence of debt. The amount and timing of any repurchase of debt or common stock will be based on business and market conditions, capital availability, compliance with debt covenants and other considerations. Our cash requirements may fluctuate significantly depending on our decisions with respect to business acquisitions or divestitures and strategic capital and marketing investments.

As of September 30, 2026, our cash on hand and borrowing capacity was as follows:

During the nine months ended September 30, 2026, our operating activities generated operating cash inflows of $942 million, as compared to operating cash inflows of $998 million during the nine months ended September 30, 2025, primarily due to changes in working capital, coupled with the results of operations described above.

We expect that our primary capital requirements going forward will relate to servicing our outstanding indebtedness, rent payments under our GLPI Leases and VICI Leases, and the renovation and maintenance of our properties. We expect to continue having additional cash uses for federal and certain state income taxes in operating activities.

A significant portion of our liquidity needs are for debt service and payments associated with our leases. Our estimated debt service (including principal and interest) is approximately $188 million for the remainder of 2026. We also lease certain real property assets from third parties, including VICI and GLPI. The VICI Leases are subject to annual escalations, that take effect in November of each year, based on the Consumer Price Index (“CPI”). In addition to the CPI escalator, our VICI Leases are also subject to a variable rent adjustment based on certain historical net revenues of our leased properties, in which, the next such lease year with a variable rent adjustment begins November 2027. We estimate our lease payments to VICI and GLPI to be approximately $345 million for the remainder of 2026.

We make capital expenditures and perform continuing refurbishment and maintenance at our properties to maintain our quality standards. Our capital expenditure requirements for the remainder of 2026 include various growth and renovation projects. In addition, we anticipate continued investment in our Caesars Sportsbook and iGaming applications.

Cash used for capital expenditures totaled$507 million and $648 millionfor the nine months ended September 30, 2026 and 2025, respectively, related to our growth, renovation, maintenance, and other capital projects. The following table summarizes our capital expenditures for the nine months ended September 30, 2026, and an estimated range of capital expenditures for the remainder of 2026.

We have agreements with certain sporting event facilities and professional sports teams primarily for tickets, suites, advertising, marketing, promotional and sponsorship opportunities. The agreements include leasing of event suites that are generally considered short-term leases for which we do not record a right-of-use asset or lease liability and recognizes expenses in the period services are received. As of September 30, 2026 and December 31, 2025, obligations related to these agreements were $309 million and $318 million, respectively, with contracts extending through 2040.

We have periodically divested assets to raise capital or, in previous cases, to comply with conditions, terms, obligations or restrictions imposed by antitrust, gaming and other regulatory entities. If an agreed upon selling price for future divestitures does not exceed the carrying value of the assets, we may be required to record additional impairment charges in future periods which may be material.

We expect that our current liquidity, including availability of borrowings under our committed credit facility and cash flows from operations will be sufficient to fund our operations, capital requirements and service our outstanding indebtedness for the next twelve months and beyond.

Debt and Master Lease Covenant Compliance

The CEI Revolving Credit Facility, the CEI Term Loan A, the CEI Term Loan B, the CEI Term Loan B-1 and the indentures governing the CEI Senior Secured Notes due 2030, the CEI Senior Secured Notes due 2032, the CEI Senior Notes due 2029 and the CEI Senior Notes due 2032 contain covenants which are standard and customary for these types of agreements. These include negative covenants, which, subject to certain exceptions and baskets, limit our ability to (among other items) incur additional indebtedness, make investments, make restricted payments, including dividends, grant liens, sell assets and make acquisitions.

The CEI Revolving Credit Facility and the CEI Term Loan A include a maximum net total leverage ratio financial covenant of 6.50:1. In addition, the CEI Revolving Credit Facility and the CEI Term Loan A include a minimum fixed charge coverage ratio financial covenant of 2.0:1. From and after the repayment of the CEI Term Loan A, the financial covenants applicable to the CEI Revolving Credit Facility will be tested solely to the extent that certain testing conditions are satisfied. Failure to comply with such covenants could result in an acceleration of the maturity of indebtedness outstanding under the relevant debt agreement.

The GLPI Leases and VICI Leases contain certain covenants requiring minimum capital expenditures based on a percentage of net revenues along with maintaining certain financial ratios. The GLPI Leases require the Company to maintain a minimum adjusted revenue to rent ratio of 1.20:1, applicable to the operations of the underlying leased properties.

The CVA Revolving Credit Facility and the CVA Delayed Draw Term Loan contain covenants which are standard and customary for this type of agreement, including a maximum net total leverage ratio financial covenant of 4:1 and a minimum fixed charge coverage ratio financial covenant of 1.05:1, applicable to the operations of Caesars Virginia.

As of September 30, 2026, we were in compliance with all of the applicable financial covenants described above.

Share Repurchase Programs

On October 2, 2024, we announced that our Board authorized a $500 million common stock repurchase program (the “2024 Share Repurchase Program”). Under the 2024 Share Repurchase Program, we may, from time to time, repurchase shares of common stock on the open market (either with or without a 10b5-1 plan) or through privately negotiated transactions. There were no share repurchases made during the three and nine months ended September 30, 2026. During the three and nine months ended September 30, 2025, respectively, we acquired 3,134,500 and 7,322,966 shares of our common stock at an aggregate value of $79 million and $179 million. Under the 2024 Share Repurchase Program, as of September 30, 2026, we have authorization to repurchase up to $221 million more of our outstanding common stock. The 2024 Share Repurchase Program has no time limit and may be suspended or discontinued at any time without notice. There is no minimum number of shares of common stock that we are required to repurchase under the 2024 Share Repurchase Program.

As a result of the proposed Merger, described above, no share repurchases are expected at this time.

Contractual Obligations

There have been no other material changes during the nine months ended September 30, 2026 to our contractual obligations as disclosed in Part II, Item 7 of the 2025 Annual Report. See Note 5 to our unaudited Financial Statements, which is included elsewhere in this report, for additional information regarding contractual obligations.

Other Liquidity Matters

We are faced with certain contingencies, from time to time, involving litigation, claims, assessments, environmental remediation or compliance. These commitments and contingencies are discussed in greater detail, when applicable, in “Part II, Item 1. Legal Proceedings” and Note 5 to our unaudited Financial Statements, both of which are included elsewhere in this report. See also “Part I, Item 1A. Risk Factors—Risks Related to Our Business” which is included elsewhere in the 2025 Annual Report.

Critical Accounting Policies and Estimates

Our critical accounting policies and estimates are included in the 2025 Annual Report. There have been no material changes since December 31, 2025. We have not substantively changed the application of our policies, and there have been no material changes in assumptions or estimation techniques used as compared to those described in the 2025 Annual Report.

Off-Balance Sheet Arrangements

We do not currently have any off-balance sheet arrangements.