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Caesars Entertainment filed its second-quarter 2026 report without an earnings call, skipping guidance and analyst questions as it prepares to go private under a $17.6 billion acquisition by Fertitta Entertainment.
The company’s last call with executives was April 28. This time, the results arrived through a brief 4 p.m. press release — typical for a company on its way out of the public markets.
The quarter told two stories at once. Las Vegas business was the softest it’s been in years, while regional properties grew at a near-double-digit clip. Underneath both, Caesars’ debt load kept the bottom line in the red even as its properties generated healthy cash flow.
Caesars tops revenue estimates while profitability metric slips
Consolidated net revenue reached $2.99 billion, up 3% from $2.90 billion a year earlier and slightly ahead of Wall Street’s $2.96 billion to $2.97 billion consensus. Six-month revenue totaled $5.86 billion, a 2.8% increase.
The GAAP net loss was $62 million, down 24.4% from a $82 million loss in the same quarter last year. Basic and diluted loss per share was 30 cents, compared with 39 cents a year earlier. The six-month loss totaled $160 million, narrower than the prior year’s $197 million.
Adjusted EBITDA, the metric Wall Street watches most closely for Caesars, came in at $920 million — a 3.7% decline from $955 million and about 4% below the roughly $963 million analysts had modeled.
Regional strength offsets Las Vegas’s weakest quarter in years
Las Vegas revenue fell 3.5% to $1.01 billion, and segment adjusted EBITDA dropped 12.6% to $410 million; segment income fell 26.4% to $156 million — the company’s softest Strip performance in years.
Table-games hold came in at 16.6%, the lowest since the fourth quarter of 2022 and low enough to reflect variance rather than a management issue. Table drop fell 5%, and occupancy slipped 130 basis points to 95.5% as citywide leisure visitation weakened, pressuring both non-gambling spending and room rates.
Regional properties told the opposite story: revenue rose 9.4% to $1.57 billion, and adjusted EBITDA grew 11.2% to $488 million. Segment income swung from an $11 million loss a year ago to a $23 million profit.
Much of that gain isn’t organic, though — it largely reflects the March 3 closing of the Caesars Windsor acquisition, now folded into the regional segment, along with a Reno visitation boost tied to a bowling tournament and returns on capital projects in New Orleans and Lake Tahoe. Because of the Windsor consolidation, the year-over-year comparison isn’t apples-to-apples.
Online casino revenue grows; but margins shrink on marketing costs
Digital revenue rose 2.3% to $351 million, but adjusted EBITDA fell 15%, to $68 million from $80 million.
Online sports betting handle grew 3%, yet revenue fell 3% as hold dropped 50 basis points.
Its real-money online casino was the bright spot, with revenue up 11% to $188 million. CEO Tom Reeg had set a 2026 digital EBITDA target of $500 million; with first-half EBITDA at just $137 million, that target now looks out of reach. The company attributes the margin pressure to higher marketing spend and customer-acquisition costs.
Nevada regulators clear Fertitta executives; eyes spring 2027 close
Caesars agreed on May 28 to be acquired by Fertitta Entertainment for $31 per share in cash — about $5.7 billion in equity plus roughly $11.9 billion in assumed debt, for a total transaction value of $17.6 billion. The deal carries no financing condition; debt is committed from a consortium of 10 banks.
The most significant development since the deal was announced: Caesars’ 45-day go-shop period, which let the board field rival offers, closed July 11 without a formal competing bid. Activist investor Carl Icahn — who holds two Caesars board seats and helped engineer the company’s 2020 merger with Eldorado Resorts — had explored a roughly $33-per-share counteroffer backed by about $5 billion in Jefferies-arranged debt financing, with some reports floating a price as high as $35 to $40 per share.
Caesars’ board reportedly favored Fertitta’s firmly committed financing over Icahn’s more complex proposal, and no formal offer materialized before the deadline, according to The Spokesman-Review.
Regulatory approvals have continued to clear without incident. The Nevada Gaming Control Board unanimously found Fertitta’s general counsel, Steven Scheinthal, and chief financial officer, Richard Liem, suitable on July 8, and the Nevada Gaming Commission granted final approval on July 23.
The Hart-Scott-Rodino antitrust filing went to the Federal Trade Commission on July 13, triggering a standard 30-day review. Scheinthal has told regulators the full multistate licensing process could take nine to 10 months, putting a likely close in spring 2027.
One notable wrinkle in the deal’s leadership: Tilman Fertitta is now serving as US ambassador to Italy and San Marino, and executives have told regulators he remains separated from day-to-day operations while retaining input on strategic direction. In his absence, Liem, Scheinthal and Fertitta’s wife, Paige Fertitta, make up Fertitta Entertainment’s three-member board overseeing the transaction.
As of late July, Wall Street saw little chance of a rival bid resurfacing. Stifel analyst Steven Wieczynski told clients July 28 that the odds of another acquisition proposal emerging were long, according to Northeast Times.
Caesars shares have continued trading below Fertitta’s $31 offer — closing at $29.86 on July 8 — reflecting deal risk (the chance the transaction doesn’t close on schedule) rather than any remaining uncertainty about price.
