Caesars Entertainment, Inc.CZR
Caesars Entertainment, Inc. Stock Compensation Disclosure
Stock-Based Compensation and Stockholders’ Equity
Stock-Based Awards
The Company maintains long-term incentive plans which allow for granting stock-based compensation awards of Company Common Stock to directors, employees, officers, and consultants or advisers who render services to the Company or its subsidiaries, including stock options, restricted stock, restricted stock units (“RSUs”), performance stock units (“PSUs”), market-based performance stock units (“MSUs”), stock appreciation rights, and other stock-based awards or dividend equivalents. Forfeitures are recognized in the period in which they occur.
Performance Incentive Plans
The Board of Directors (“Board”) adopted, and the Company’s stockholders approved, the 2015 Equity Incentive Plan, as amended and restated in 2019 (the “2015 Plan”), which allows for shares to be granted as part of the Company’s long-term incentive plan. On April 24, 2024, the Board approved an amendment to the 2015 Plan and the Company’s stockholders subsequently approved the adoption of the amended and restated 2015 Plan on June 11, 2024. The amendment to the 2015 Plan allows for, among other things, an increase in the number of shares available for future grants to 8 million shares, plus the number of shares available for issuance under the 2015 Plan on the date the Company’s stockholders approved the amendment. As of December 31, 2025, the Company had approximately 8 million shares available for grant under the 2015 Plan.
Equity awards granted to employees and executive officers generally vest within three years from the grant date either ratably on each anniversary, or entirely at the end of the service period. Awards may also contain performance conditions in addition to time based vesting conditions. Performance awards relate to the achievement of defined levels of performance and will vest and become payable at the end of the vesting period. Performance awards may contain targeted performance levels, which may ultimately vest within a range of 0% to 200% of the target award, based on defined operating metrics or market performance as compared to a peer group. RSUs granted to non-employee directors generally vest immediately and are issued on the vesting date, or may be deferred.
Total stock-based compensation expense in the accompanying Statements of Operations was $95 million, $94 million and $104 million during the years ended December 31, 2025, 2024 and 2023, respectively. These amounts are included in Corporate expenses in the Company’s Statements of Operations.
Restricted Stock Unit Activity
During the year ended December 31, 2025, the Company granted RSUs to employees of the Company with an aggregate fair value of $79 million, which generally vest ratably on each anniversary over three years from the grant date. Each RSU represents the right to receive payment in respect of one share of the Company’s Common Stock.
A summary of the RSUs activity for the year ended December 31, 2025 is presented in the following table:
| Units | Weighted Average Grant Date Fair Value (a) | ||||||||||
Unvested outstanding as of December 31, 2024 | 2,668,811 | $ | 47.64 | ||||||||
Granted (b) | 2,355,297 | 33.65 | |||||||||
| Vested | (1,236,947) | 48.43 | |||||||||
| Forfeited | (218,683) | 40.32 | |||||||||
Unvested outstanding as of December 31, 2025 | 3,568,478 | 38.58 | |||||||||
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(a)Represents the weighted-average grant date fair value of RSUs, which is the share price of our common stock on the grant date.
(b)Included are 72,668 RSUs granted to non-employee members of the Board during the year ended December 31, 2025.
Performance Stock Unit Activity
During the year ended December 31, 2025, the Company granted PSUs to employees of the Company with an aggregate fair value of $5 million as of December 31, 2025. On the vesting date, recipients will generally receive between 0% and 200% of the target number of PSUs granted, in the form of Company Common Stock, based on the achievement of specified performance conditions and terms of the underlying award agreement. The fair value of the PSUs is based on the market price of our common stock when a mutual understanding of the key terms and conditions of the awards between the Company and recipient is achieved. The awards are remeasured each period until such an understanding is reached.
A summary of the PSUs activity for the year ended December 31, 2025 is presented in the following table:
| Units | Weighted Average Grant Date Fair Value (a) | ||||||||||
Unvested outstanding as of December 31, 2024 | 397,156 | $ | 33.42 | ||||||||
| Granted | 233,430 | 23.39 | |||||||||
| Performance Adjustment | (29,695) | ||||||||||
| Vested | (80,261) | 34.76 | |||||||||
| Forfeited | (2,596) | 29.11 | |||||||||
Unvested outstanding as of December 31, 2025 | 518,034 | 23.39 | |||||||||
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(a)Represents the weighted-average grant date fair value for PSUs where the grant date has been achieved or the price of our common stock as of the balance sheet date for PSUs where a grant date has not been achieved.
Market-Based Stock Unit Activity
During the year ended December 31, 2025, the Company granted MSUs to employees of the Company with an aggregate fair value of $16 million. On the vesting date, recipients will receive between 0% and 200% of the granted MSUs in the form of Company Common Stock based on the achievement of specified market and service conditions. Based on the terms and conditions of the awards, the grant date fair value of the MSUs was determined using a Monte Carlo simulation model. Key assumptions for the Monte Carlo simulation model are the risk-free interest rate, expected volatility, expected dividends and correlation coefficient. The effect of market conditions is considered in determining the grant date fair value, which is not subsequently revised based on actual performance.
A summary of the MSUs activity for the year ended December 31, 2025 is presented in the following table:
| Units | Weighted Average Grant Date Fair Value (a) | ||||||||||
Unvested outstanding as of December 31, 2024 | 1,096,104 | $ | 73.15 | ||||||||
| Granted | 350,152 | 46.03 | |||||||||
| Performance Adjustment | (283,204) | ||||||||||
| Vested | (107,036) | 101.71 | |||||||||
| Forfeited | (6,562) | 71.57 | |||||||||
Unvested outstanding as of December 31, 2025 | 1,049,454 | 61.04 | |||||||||
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(a)Represents the grant date fair value determined using a Monte Carlo simulation model.
Unrecognized Compensation Cost
As of December 31, 2025, the Company had $101 million of unrecognized compensation expense, which is expected to be recognized over a weighted-average period of 1.7 years.
Accumulated Other Comprehensive Income
The changes in AOCI by component, net of tax, for the periods through December 31, 2025 and 2024 are shown below.
| (In millions) | Accumulated Other Comprehensive Income (Loss) | ||||
Balances as of December 31, 2023 | $ | 97 | |||
Foreign currency and other | (1) | ||||
| Balances as of December 31, 2024 | $ | 96 | |||
Foreign currency and other | 2 | ||||
| Balances as of December 31, 2025 | $ | 98 | |||
Share Repurchase Programs
During the year ended December 31, 2024, the Company reached the limit of authorized repurchases under the $150 million common stock repurchase plan announced on November 8, 2018, by acquiring 3,872,478 shares of common stock at an aggregate value of $141 million.
On October 2, 2024, the Company announced that its Board authorized a $500 million common stock repurchase program (the “2024 Share Repurchase Program”). Under the 2024 Share Repurchase Program, the Company 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. 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 the Company is required to repurchase under the 2024 Share Repurchase Program.
The following table illustrates the Company’s shares repurchased for the years ended December 31, 2025, 2024 and 2023:
| Years Ended December 31, | |||||||||||||||||
(In millions, except share and per share data) | 2025 | 2024 | 2023 | ||||||||||||||
Shares repurchased (a) | 9,606,145 | 5,135,468 | — | ||||||||||||||
Total cost (b) | $ | 229 | $ | 191 | $ | — | |||||||||||
| Average price paid per share | $ | 23.86 | $ | 37.17 | $ | — | |||||||||||
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(a)Shares repurchased reflect repurchases settled during the years ended December 31, 2025, 2024 and 2023, as applicable. These amounts exclude repurchases, if any, traded but not yet settled on or before December 31, 2025, 2024 and 2023, respectively.
(b)Total cost excludes commissions or applicable excise tax.
Under the 2024 Share Repurchase Program, as of December 31, 2025, the Company has authorization to repurchase up to $221 million more of our outstanding common stock. All shares repurchased under the 2024 Share Repurchase Program are retired upon repurchase.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 17, 2026 | Showing above |
| 2023 | Feb 20, 2024 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.