Sec Form 4 Filing - Reeg Thomas @ Caesars Entertainment, Inc. - 2024-02-29

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Reeg Thomas 2. Issuer Name and Ticker or Trading Symbol Caesars Entertainment, Inc. [ CZR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 100 WEST LIBERTY STREET 12TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/29/2024 (Street) RENO, NV89501 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/29/2024 G( 1 ) 242,160 D $ 0 0 ( 2 ) I By Family LLC ( 2 ) Common Stock 02/29/2024 G( 1 ) V 242,160 A $ 0 242,160 I By Irrevocable Family Trust ( 1 ) Common Stock 216,991 ( 2 ) D ( 3 ) Common Stock 6,240 I ( 4 ) By 401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Unit ( 5 ) 02/29/2024 G( 1 ) 17,972 01/29/2025 ( 5 ) Common Stock 17,972 $ 0 0 I By Family LLC ( 2 ) Restricted Stock Unit ( 5 ) 02/29/2024 G( 1 ) V 17,972 01/29/2025 ( 5 ) Common Stock 17,972 $ 0 17,972 I By Irrevocable Family Trust ( 1 ) Restricted Stock Unit ( 5 ) 02/29/2024 G( 1 ) 65,092 ( 6 ) ( 5 ) Common Stock 65,092 $ 0 0 I By Family LLC ( 2 ) Restricted Stock Unit ( 5 ) 02/29/2024 G( 1 ) V 65,092 ( 6 ) ( 5 ) Common Stock 65,092 $ 0 65,092 I By Irrevocable Family Trust ( 1 ) Restricted Stock Unit ( 5 ) 02/29/2024 G( 1 ) 103,916 ( 7 ) ( 5 ) Common Stock 103,916 $ 0 0 I By Family LLC ( 2 ) Restricted Stock Unit ( 5 ) 02/29/2024 G( 1 ) V 103,916 ( 7 ) ( 5 ) Common Stock 103,916 $ 0 103,916 I By Irrevocable Family Trust ( 1 ) Restricted Stock Unit ( 5 ) 02/29/2024 G( 1 ) 70,126 ( 8 ) ( 5 ) Common Stock 70,126 $ 0 0 I By Family LLC ( 2 ) Restricted Stock Unit ( 5 ) 02/29/2024 G( 1 ) V 70,126 ( 8 ) ( 5 ) Common Stock 70,126 $ 0 70,126 I By Irrevocable Family Trust ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Reeg Thomas 100 WEST LIBERTY STREET 12TH FLOOR RENO, NV89501 X Chief Executive Officer Signatures /s/ Jill Eaton, by power of attorney 03/01/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects the gift of non-voting units in a limited liability company established for the benefit of the Reporting Person's immediate family (the "Family LLC") to an irrevocable trust also established for the benefit of his immediate family members (the "Irrevocable Family Trust"), with the units representing a pecuniary interest in the shares of common stock, or restricted stock units, as applicable, shown, and held by the Family LLC. ( 2 )On 2/27/24, the Reporting Person contributed a total of 242,160 shares of common stock, and on 2/28/24 the Reporting Person contributed 257,106 restricted stock units, that he held directly, to the Family LLC of which the Reporting Person was then the holder of all voting and non-voting units. ( 3 )The Reporting Person previously reported 17,500 shares as indirectly held in trust, though since this trust is a revocable living trust, the Reporting Person no longer reflects the shares held in such trust as indirectly held. ( 4 )The Reporting Person previously reported 6,240 shares as directly held when these shares have been held for several years through his 401(k) plan. These 401(k) holdings are separately reflected in this Form 4. ( 5 )Each restricted stock unit represents a contingent right to receive one share of common stock and does not expire. ( 6 )These restricted stock units vest in equal installments on January 29, 2025, and January 29, 2026. ( 7 )These restricted stock units vest in equal installments on January 29, 2025, January 29, 2026, and January 29, 2027. ( 8 )These restricted stock units vest in equal installments on January 1, 2025, January 1, 2026, and January 1, 2027.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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