CZRCaesars Entertainment, Inc.

Hotels & Motels

Revenue: $11.5B; 2.1% YoY
Operating margin: 16.2%; 21% YoY
EBITDA: $3.3B; 9.7% YoY
Market cap: $5.9B
Employees: 50,000; $230K revenue each
Net debt / EBITDA: 3.3×; $10.8B net debt
AI in 10-K: 0.1; mentions per 10K words

Takeover score 4 of 13

Fixable underperformance 2 of 7

TSR below peersYes
4 of 5 years
3+ of last 5 years
High CEO pay despite TSRYes
$19M median
Median CEO pay ≥ $15M while TSR trails
Earnings not backed by cashNo
—
Cash flow under 80% of net income
Dilutive SBCNo
1% of revenue
Over 10% of revenue
Payouts exceed cash flowNo
18% of cash flow
Buybacks + dividends over cash flow
Goodwill-heavyNo
33% of assets
Over 40% of assets
Shareholder dissentNo
93% lowest support
Any vote under 80% support

Buyer economics 1 of 4

Low revenue per employeeNo
$230K · 50th pct
Bottom quartile of its SIC industry
Quiet on AIYes
0.1 per 10K words · 10th pct
Bottom quartile of AI mentions in 10-Ks
Net cashNo
3.3× EBITDA net debt
More cash than debt, positive EBITDA
Buyout-sizedNo
$5.9B market cap
Market cap $500M–$5B

Catalysts 1 of 2

Active 13DNo
0 filings
Active-intent 13D in 18 months
Net insider sellingYes
−$18M net
Net sales over $10M in 12 months

Financials

Metric	FY2021	FY2022	FY2023	FY2024	FY2025	YoY	Trend
Revenue	$9.6B	$10.8B	$11.5B	$11.2B	$11.5B	2.1%
Operating income	$1.5B	$1.7B	$2.5B	$2.3B	$1.9B	19%
Net income	−$1.0B	−$910M	$828M	−$211M	−$437M	107%
Operating cash flow	$1.2B	$993M	$1.8B	$1.1B	$1.3B	21%
Capex	$520M	$952M	$1.3B	$1.3B	$805M	38%
Stock-based comp	$82M	$101M	$104M	$94M	$95M	1.1%
Buybacks	—	$0	$0	$191M	$229M	20%

Deal filings

Filed	Form	Acquirer	Price	Premium
Aug 26, 2026	DEFM14A	Fertitta Gaming Holdco, LLC	$31.00	44.44%
Aug 12, 2026	PREM14A	Fertitta Gaming Holdco, LLC	$31.00	0%

13D filers

Filed	Filer	Form	Stake	Intent
Oct 1, 2020	Recreational Enterprises, Inc.	SC 13D/A	4.2%	Passive
Mar 19, 2020	Recreational Enterprises, Inc.	SC 13D/A	11.1%	Passive
Mar 18, 2020	Recreational Enterprises, Inc.	SC 13D/A	11.3%	Passive
Jun 25, 2019	Recreational Enterprises, Inc.	SC 13D/A	14.4%	Active

Insider trading

Open-market buys, 12 mo: $0 · 0
Open-market sells, 12 mo: $18M · 16
Net: −$18M

Pay vs performance

Year	CEO total comp	Comp actually paid	TSR (indexed)	Peer TSR
FY2025	$17M	$7M	31	88
FY2024	$18M	$8M	45	91
FY2023	$19M	$15M	63	91
FY2022	$31M	−$16M	56	71
FY2021	$23M	$35M	126	96