Caesars Entertainment has set a special shareholders’ meeting for Tuesday, September 22, 2026, to vote on a proposed acquisition by Fertitta Gaming Holdco. If shareholders give their approval, this acquisition led by casino tycoon Tilman Fertitta could significantly reshape The Las Vegas Strip over the coming decades. Fertitta’s bid, made in May, values Caesars at approximately $17.6 billion, offering an all-cash price of $31 per share. This proposal is notably lower than a competing bid from billionaire investor Carl Icahn, who had offered $34 per share.
The meeting will take place in Reno, Nevada, where shareholders will determine the company's future ownership structure.
The takeover proposal was solidified when Caesars’ board of directors approved an agreement on May 27, 2026. Under this agreement, Empire Merger Sub, a wholly owned subsidiary of Fertitta Gaming Holdco, will merge with Caesars Entertainment. Following this transaction, Caesars would be fully owned by Fertitta Gaming Holdco, thereby transitioning to a private entity. This acquisition includes a $200 million termination fee for Caesars and a $450 million reverse termination fee for Fertitta. Additionally, if the deal does not close by June 26, 2027, shareholders may receive a ticking fee—a daily payment of about $0.00715 per share starting July 1, 2027, which will accumulate without interest, though it may be subject to withholding taxes.
Three primary proposals will be presented for the vote at the meeting: adoption of the merger agreement, an advisory vote on executive compensation, and a proposal to adjourn the meeting. For the merger proposal to pass, a majority of outstanding shares entitled to vote is required. Abstentions will count against the merger, while the advisory and adjournment proposals will succeed with just a majority of votes cast.
Should shareholders approve the acquisition, Caesars Entertainment will cease to be a publicly traded company and will instead be privately owned by Fertitta Gaming Holdco, led by Tilman Fertitta.
Rumors about Fertitta's interest in acquiring Caesars had circulated for months preceding the deal. Icahn has remained a significant figure in Caesars’ ownership, initially building a notable stake in 2019. In May 2024, he resumed acquiring shares in the company, leading to renewed negotiations. By March 2025, an agreement was reached where Icahn received two board appointments in exchange for not pursuing a takeover and limiting his ownership to below 5%.
When Fertitta became aware of Icahn's aspirations, he prepared to submit his own offer. Icahn formally bid for the company in January 2026, shortly before Fertitta presented his proposal. Ultimately, Caesars moved forward with Fertitta. In announcing the $17.6 billion acquisition, which includes about $5.7 billion in equity and approximately $11.9 billion in assumed debt, Caesars noted that Fertitta's bid was a 49% premium over the company's closing price on February 25, 2026.
In a Schedule 14A filing with the U.S. Securities and Exchange Commission (SEC), Caesars’ board expressed their belief in the fairness of the merger agreement and highlighted that it is in the best interest of the company and its shareholders.
Shareholders who are on record as of close of business on August 21, 2026, will be eligible to vote. Proxy materials started distribution on August 26, 2026. Shareholders can submit their votes via instructions or attend the meeting in person; failing to vote may lead to their shares being excluded from consideration, which could impact the merger’s outcome. As of now, the transaction awaits approval from the SEC and relevant state securities regulators, with further details available in Caesars’ public SEC filings.
