Caesars' $6 billion sale just hit a snag. It comes right as shareholders get set to vote.

Caesars runs 54 casinos and hotels. They sit in 20 states and provinces, with names like Caesars Palace and Harrah's. [C8][C8] Form 10-Q, Note 1The Company owns, leases, brands or manages an aggregate of 54 properties in 20 jurisdictions in North AmericaCaesars Entertainment, Inc. quarterly report on Form 10-Q for the period ended June 30, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1590895/000159089526000028/czr-20260630.htm

Business is steady. Revenue for the latest quarter came to about $3.0 billion, close to the year before. [C9][C9] Form 10-Q, Statements of OperationsNet revenues 2,993 2,907 5,863 5,701Caesars Entertainment, Inc. quarterly report on Form 10-Q for the period ended June 30, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1590895/000159089526000028/czr-20260630.htm

About 204 million Caesars shares were out as of mid-2026. [C3][C3] Form 10-Q, cover pagethe Registrant’s Common Stock, $0.00001 par value per share, outstanding as of July 23, 2026 was 203,720,372.Caesars Entertainment, Inc. quarterly report on Form 10-Q for the period ended June 30, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1590895/000159089526000028/czr-20260630.htm

Caesars agreed to sell itself in May 2026. The buyer is Fertitta Entertainment, built by Tilman Fertitta. He also owns Landry's and the Golden Nugget casinos. [C1][C1] Form 8-K, May 28, 2026, Merger AgreementFertitta Gaming Holdco, LLC, a Texas limited liability companyCaesars Entertainment, Inc. Form 8-K announcing the merger agreement with Fertitta Entertainment, filed May 28, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1590895/000119312526242995/d143382d8k.htm

The price is $31.00 in cash for every share. Based on the shares out, that values Caesars at more than $6 billion. [C2][C2] Form 8-K, May 28, 2026, Merger Considerationinto the right to receive an amount in cash equal to the sum of (i) $31.00 and (ii) if the Closing Date has not occurred as of June 26, 2027Caesars Entertainment, Inc. Form 8-K announcing the merger agreement with Fertitta Entertainment, filed May 28, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1590895/000119312526242995/d143382d8k.htm [C3][C3] Form 10-Q, cover pagethe Registrant’s Common Stock, $0.00001 par value per share, outstanding as of July 23, 2026 was 203,720,372.Caesars Entertainment, Inc. quarterly report on Form 10-Q for the period ended June 30, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1590895/000159089526000028/czr-20260630.htm

Carl Icahn's investment firm had two seats on the Caesars board. It won those seats through a deal signed back in March 2025. [C10][C10] Form 8-K, Item 5.02The Icahn Group also waived their right to appoint replacement directors under the Director Appointment and Nomination Agreement, dated March 17, 2025.Caesars Entertainment, Inc. Form 8-K, filed September 17, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1590895/000119312526393853/d242276d8k.htm

On September 14, the government asked for more paperwork on the deal. This is called a Second Request. [C4][C4] Form 8-K, Item 8.01, Second RequestOn September 14, 2026, the Company and Fertitta Entertainment each received a request for additional information and documentary materials (the “Second Request”) from the Federal Trade Commission (the “FTC”) in connection with the FTC’s review of the Merger.Caesars Entertainment, Inc. Form 8-K, filed September 17, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1590895/000119312526393853/d242276d8k.htm

That single move stops the legal clock. The wait now runs 30 days past when both sides hand over what the FTC asked for. [C11][C11] Form 8-K, Item 8.01, Second RequestThe effect of the Second Request is to extend the waiting period imposed by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), until 30 days after each of the Company and Fertitta Entertainment has substantially complied with the Second Request issued to itCaesars Entertainment, Inc. Form 8-K, filed September 17, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1590895/000119312526393853/d242276d8k.htm

Nobody knows how long that takes. It could be weeks. It could be months. [C11][C11] Form 8-K, Item 8.01, Second RequestThe effect of the Second Request is to extend the waiting period imposed by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), until 30 days after each of the Company and Fertitta Entertainment has substantially complied with the Second Request issued to itCaesars Entertainment, Inc. Form 8-K, filed September 17, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1590895/000119312526393853/d242276d8k.htm

Two days later, on September 16, two of its board members quit. They were tied to activist investor Carl Icahn. [C5][C5] Form 8-K, Item 5.02On September 16, 2026, Jesse Lynn and Ted Papapostolou informed the Executive Chairman of the Board of Directors (the “Board”) of Caesars Entertainment, Inc., a Delaware corporation (the “Company”), that they have decided to resign from the Board effective immediately.Caesars Entertainment, Inc. Form 8-K, filed September 17, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1590895/000119312526393853/d242276d8k.htm

They did not just leave. Icahn's group also gave up its right to name replacements, closing the door on his board influence for good. [C10][C10] Form 8-K, Item 5.02The Icahn Group also waived their right to appoint replacement directors under the Director Appointment and Nomination Agreement, dated March 17, 2025.Caesars Entertainment, Inc. Form 8-K, filed September 17, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1590895/000119312526393853/d242276d8k.htm

The buyout itself still stands. Shareholders get $31.00 a share in cash if it closes. [C2][C2] Form 8-K, May 28, 2026, Merger Considerationinto the right to receive an amount in cash equal to the sum of (i) $31.00 and (ii) if the Closing Date has not occurred as of June 26, 2027Caesars Entertainment, Inc. Form 8-K announcing the merger agreement with Fertitta Entertainment, filed May 28, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1590895/000119312526242995/d143382d8k.htm

If closing slips past June 2027, shareholders start earning a small daily add-on. It grows for every extra day the deal drags on. [C2][C2] Form 8-K, May 28, 2026, Merger Considerationinto the right to receive an amount in cash equal to the sum of (i) $31.00 and (ii) if the Closing Date has not occurred as of June 26, 2027Caesars Entertainment, Inc. Form 8-K announcing the merger agreement with Fertitta Entertainment, filed May 28, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1590895/000119312526242995/d143382d8k.htm

Either side can walk away if the deal drags past May 2027. If Caesars backs out for a better offer, it owes a fee of up to $200 million. If Fertitta walks, it owes Caesars $450 million. [C12][C12] Form 8-K, May 28, 2026, Termination Feesthe right of any party to terminate if the Effective Time has not occurred by May 27, 2027 (the “Initial End Date”)Caesars Entertainment, Inc. Form 8-K announcing the merger agreement with Fertitta Entertainment, filed May 28, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1590895/000119312526242995/d143382d8k.htm [C6][C6] Form 8-K, May 28, 2026, Termination FeesParent will be required to pay the Company a reverse termination fee of $450,000,000 under certain circumstancesCaesars Entertainment, Inc. Form 8-K announcing the merger agreement with Fertitta Entertainment, filed May 28, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1590895/000119312526242995/d143382d8k.htm

Nobody knows how long the FTC's deeper review takes, or what it finds. [C11][C11] Form 8-K, Item 8.01, Second RequestThe effect of the Second Request is to extend the waiting period imposed by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), until 30 days after each of the Company and Fertitta Entertainment has substantially complied with the Second Request issued to itCaesars Entertainment, Inc. Form 8-K, filed September 17, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1590895/000119312526393853/d242276d8k.htm

Shareholders still have to vote yes. The filing does not say how that vote will go. [C7][C7] Form 8-K, Item 8.01, Proxy Deadlinethe correct deadline is 11:59 p.m. Eastern Time (8:59 p.m. Pacific Time) on September 21, 2026, as reflected on the accompanying proxy card.Caesars Entertainment, Inc. Form 8-K, filed September 17, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1590895/000119312526393853/d242276d8k.htm

Why Icahn's people quit right now, instead of waiting for the deal to close, is not in the filing. [C5][C5] Form 8-K, Item 5.02On September 16, 2026, Jesse Lynn and Ted Papapostolou informed the Executive Chairman of the Board of Directors (the “Board”) of Caesars Entertainment, Inc., a Delaware corporation (the “Company”), that they have decided to resign from the Board effective immediately.Caesars Entertainment, Inc. Form 8-K, filed September 17, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1590895/000119312526393853/d242276d8k.htm